EXHIBIT 10.1

                                                            EXECUTION COPY

==========================================================================

                THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                        Dated as of July 15, 2004


                                  among

                         GIANT INDUSTRIES, INC.,
                             as the Borrower

                          BANK OF AMERICA, N.A.,
                      as Administrative Agent and as
                               Issuing Bank

                                   and

                        THE LENDERS PARTIES HERETO




                  WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               BNP PARIBAS,
                      PNC BANK, NATIONAL ASSOCIATION,
                                  and
                              COMERICA BANK,
                          Co-Syndication Agents


                         UBS AG, STAMFORD BRANCH
                           Documentation Agent




                      BANC OF AMERICA SECURITIES LLC,
                          Sole Lead Arranger and
                            Sole Book Manager

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<PAGE>
                           TABLE OF CONTENTS
	                                                              Page

ARTICLE I	DEFINITIONS................................................1
   1.01   Certain Defined Terms........................................1
   1.02   Other Interpretive Provisions...............................24
   1.03   Accounting Principles.......................................25
   1.04   Letter of Credit Amounts....................................25

ARTICLE II   THE CREDITS..............................................25
   2.01   Amounts and Terms of Commitments............................25
   2.02   Loan Accounts...............................................26
   2.03   Procedure for Borrowing.....................................26
   2.04   Conversion and Continuation Elections.......................27
   2.05   Termination or Reduction of Commitments.....................28
          (a)   Voluntary Termination or Reduction....................28
          (b)   Additional Provisions.................................28
   2.06   Optional Prepayments........................................28
   2.07   Borrowing Base Determinations; Mandatory
          Prepayments of Loans........................................28
   2.08   Repayment...................................................29
          (a)   Principal.............................................29
          (b)   Interest..............................................29
   2.09   Fees........................................................30
          (a)   Arrangement, Agency Fees..............................30
          (b)   Commitment Fees.......................................30
   2.10   Computation of Fees and Interest............................30
   2.11   Payments by the Company.....................................30
   2.12   Funding by Lenders; Presumption by Administrative Agent.....31
   2.13   Sharing of Payments, Etc....................................31
   2.14   Security and Guaranty.......................................32
   2.15   Concentration Account; Control over Accounts After
          Event of Default............................................32
   2.16   Increase in Commitments.....................................33

ARTICLE III   THE LETTERS OF CREDIT...................................34
   3.01   Letters of Credit...........................................34
   3.02   Existing Letters of Credit..................................41

ARTICLE IV   TAXES, YIELD PROTECTION AND ILLEGALITY...................42
   4.01   Taxes.......................................................42
   4.02   Illegality..................................................43
   4.03   Inability to Determine Rates................................44
   4.04   Increased Costs.............................................44
   4.05   Compensation for Losses.....................................45
   4.06   Mitigation Obligations; Replacement of Lenders..............46
   4.07   Survival....................................................46

ARTICLE V   CONDITIONS PRECEDENT......................................46
   5.01   Conditions of Initial Credit Extensions.....................46
          (a)   Loan Documents........................................46
          (b)   Resolutions; Incumbency; Organization Documents.......46

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          (c)   Certificate (Organization, Qualification
                and Good Standing)....................................47
          (d)   Legal Opinions........................................47
          (e)   Payment of Fees.......................................47
          (f)   Certificate (Representations and Warranties, Etc.)....47
          (g)   Certificate (Compliance with Indentures)..............47
          (h)   Borrowing Base Report.................................48
          (i)   Financial Statements..................................48
          (j)   Collateral Documents..................................48
          (k)   Other Documents.......................................48
   5.02   Conditions to All Credit Extensions.........................49
          (a)   Notice, Application...................................49
          (b)   Continuation of Representations and Warranties........49
          (c)   No Existing Default...................................49
          (d)   No Material Adverse Effect............................49
          (e)   No Future Advance Notice..............................49

ARTICLE VI   REPRESENTATIONS AND WARRANTIES...........................49
   6.01   Corporate Existence and Power...............................49
   6.02   Corporate Authorization; No Contravention...................50
   6.03   Governmental Authorization..................................50
   6.04   Binding Effect..............................................50
   6.05   Litigation; Governmental Proceedings........................50
   6.06   No Default..................................................50
   6.07   ERISA Compliance............................................50
   6.08   Use of Proceeds; Margin Regulations.........................51
   6.09   Title to Properties.........................................51
   6.10   Taxes.......................................................51
   6.11   Financial Condition.........................................51
   6.12   Environmental Matters.......................................52
   6.13   Regulated Entities..........................................52
   6.14   No Burdensome Restrictions..................................52
   6.15   Copyrights, Patents, Trademarks and Licenses, etc...........52
   6.16   Subsidiaries................................................52
   6.17   Insurance...................................................52
   6.18   Full Disclosure.............................................53
   6.19   Solvency....................................................53
   6.20   Labor Relations.............................................53
   6.21   Collateral Documents........................................53

ARTICLE VII   AFFIRMATIVE COVENANTS...................................54
   7.01   Financial Statements........................................54
   7.02   Certificates; Field Audits; Other Information...............54
   7.03   Notices.....................................................55
   7.04   Preservation of Corporate Existence, Etc....................57
   7.05   Maintenance of Property.....................................57
   7.06   Insurance; Insurance and Condemnation Proceeds..............57
   7.07   Payment of Obligations......................................58
   7.08   Compliance with Laws and Contractual Obligations............59
   7.09   Compliance with ERISA.......................................59
   7.10   Inspection of Property and Books and Records; Field Audit...59
   7.11   Environmental Laws..........................................59

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   7.12   New Subsidiary Guarantors; New Subsidiary Security
          Agreements..................................................60
   7.13   Use of Proceeds.............................................60
   7.14   Subordinated Indebtedness...................................60
   7.15   Further Assurances..........................................60
   7.16   Segregation of Statoil Supplied Crude Oil...................61

ARTICLE VIII   NEGATIVE COVENANTS.....................................61
   8.01   Limitation on Liens.........................................61
   8.02   Disposition of Assets.......................................62
   8.03   Consolidations and Mergers..................................63
   8.04   Loans and Investments.......................................63
   8.05   Limitation on Indebtedness..................................64
   8.06   Transactions with Affiliates................................65
   8.07   Use of Proceeds.............................................65
   8.08   [Intentionally Blank].......................................65
   8.09   Restricted Payments.........................................65
   8.10   Subsidiary Dividends........................................65
   8.11   Subordinated Notes..........................................65
   8.12   Minimum Consolidated Net Worth..............................66
   8.13   Minimum Fixed Charge Coverage Ratio.........................66
   8.14   Consolidated Funded Indebtedness to Total Capitalization....66
   8.15   ERISA.......................................................66
   8.16   Change in Business..........................................66
   8.17   Accounting Changes..........................................66
   8.18   Amendments to the Statoil Purchase Agreement;
          No Prepayments..............................................66

ARTICLE IX   EVENTS OF DEFAULT........................................67
   9.01   Event of Default............................................67
          (a)   Non-Payment...........................................67
          (b)   Representation or Warranty............................67
          (c)   Specific Defaults.....................................67
          (d)   Other Defaults........................................67
          (e)   Cross-Default.........................................67
          (f)   Insolvency; Voluntary Proceedings.....................68
          (g)   Involuntary Proceedings...............................69
          (h)   ERISA.................................................69
          (i)   Monetary Judgments....................................69
          (j)   Change of Control.....................................69
          (k)   Loss of Permit........................................69
          (l)   Adverse Change........................................69
          (m)   Guaranty Default......................................69
          (n)   Invalidity of Subordination Provisions................69
          (o)   Prepayment of Subordinated Notes......................70
          (p)   Collateral............................................70
   9.02   Remedies....................................................70
   9.03   Application of Funds........................................71
   9.04   Rights Not Exclusive........................................71

ARTICLE X    ADMINISTRATIVE AGENT.....................................72
   10.01   Appointment and Authorization..............................72
   10.02   Rights as a Lender.........................................72

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   10.03   Exculpatory Provisions.....................................72
   10.04   Reliance by Administrative Agent...........................73
   10.05   Delegation of Duties.......................................73
   10.06   Resignation of Administrative Agent........................73
   10.07   Non-Reliance on Administrative Agent and Other Lenders.....74
   10.08   No Other Duties, Etc.......................................74
   10.09   Administrative Agent May File Proofs of Claim..............74
   10.10   Collateral and Guaranty Matters............................75
   10.11   Lender Hedging Agreements..................................75

ARTICLE XI   MISCELLANEOUS............................................76
   11.01   Amendments and Waivers.....................................76
   11.02   Notices; Effectiveness; Electronic Communication...........77
   11.03   No Waiver; Cumulative Remedies.............................78
   11.04   Reserved...................................................78
   11.05   Expenses; Indemnity; Damage Waiver.........................78
   11.06   Payments Set Aside.........................................79
   11.07   Successors and Assigns.....................................80
   11.08   Confidentiality............................................82
   11.09   Set-off....................................................83
   11.10   Interest...................................................83
   11.11   Indemnity and Subrogation..................................83
   11.12   Automatic Debits of Fees...................................84
   11.13   Replacement of Lenders.....................................84
   11.14   Notification of Addresses, Lending Offices, Etc............84
   11.15   Counterparts...............................................85
   11.16   Severability...............................................85
   11.17   No Third Parties Benefited.................................85
   11.18   GOVERNING LAW..............................................85
   11.19   WAIVER OF JURY TRIAL.......................................86
   11.20   Assignment of Existing Loans...............................86
   11.21   Restatement of Existing Credit Agreement...................86
   11.22   Designation of Senior Debt.................................87
   11.23   Survival of Representations and Warranties.................87
   11.24   USA PATRIOT Act Notice.....................................87
   11.25   Entire Agreement...........................................87


















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SCHEDULES

Schedule 1.01A     Operating Leases Excluded from Definition of
                   "Indebtedness"
Schedule 1.01B     Preferred Eligible Account Obligors
Schedule 2.01      Commitments
Schedule 2.02      Pricing Chart
Schedule 3.01      Existing Letters of Credit
Schedule 6.16      Subsidiaries and Minority Interests
Schedule 8.01      Permitted Liens
Schedule 8.02      Scheduled Assets
Schedule 8.04      Permitted Loans and Investments
Schedule 8.05      Certain Permitted Indebtedness
Schedule 11.02     Addresses for Notices


EXHIBITS

Exhibit A          Form of Notice of Borrowing
Exhibit B          Form of Notice of Conversion/Continuation
Exhibit C          Form of Compliance Certificate
Exhibit D-1        Form of Legal Opinion of Company's Counsel
Exhibit D-2        Form of Legal Opinion of Company's Special Counsel
Exhibit D-3        Form of Legal Opinion of Company's Special New York
                   Counsel
Exhibit E          Form of Assignment and Assumption
Exhibit F          Form of Note
Exhibit G          Form of Guaranty Agreement
Exhibit H          Form of Borrowing Base Report
Exhibit I-1        Form of Security Agreement (Parent)
Exhibit I-2        Form of Security Agreement (Subsidiary)
Exhibit J          Form of Deposit Account Control Agreement






















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<PAGE>
               THIRD AMENDED AND RESTATED CREDIT AGREEMENT

     This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as
of July 15, 2004, among GIANT INDUSTRIES, INC., a Delaware corporation
(the "Company"), the several financial institutions from time to time
parties to this Agreement (collectively, the "Lenders"; individually, a
"Lender"), and BANK OF AMERICA, N.A., as administrative agent for the
Lenders and as Issuing Bank.

     WHEREAS, the Company, as borrower, Bank of America, N.A., as
administrative agent and as a lender, and certain other agents and lenders
are parties to that certain Credit Agreement dated as of December 23,
1998, as amended by that certain First Amendment to Credit Agreement dated
as of December 17, 1999 (the "Original Credit Agreement"); and

     WHEREAS, the Company, as borrower, Bank of America, N.A., as
administrative agent and as a lender, and certain other agents and lenders
are parties to that certain First Amended and Restated Credit Agreement
dated as of December 19, 2001, which amended and restated the Original
Credit Agreement (the "First  Amended and Restated Credit Agreement"); and

     WHEREAS, the Company, as borrower, Bank of America, N.A., as
administrative agent and as a lender, and certain other agents and lenders
are parties to that certain Second Amended and Restated Credit Agreement
dated as of May 14, 2002, which amended and restated the First Amended and
Restated Credit Agreement (as amended, the "Existing Credit Agreement");
and

     WHEREAS, the Company has requested, and the Administrative Agent and
the Lenders have agreed, to amend and restate the Existing Credit
Agreement and to refinance, rearrange, increase and extend the obligations
and indebtedness outstanding thereunder, all subject to the terms and
conditions set forth below.

     NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein and other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the parties
hereto agree as follows:

                              ARTICLE I
                             DEFINITIONS

     1.01     Certain Defined Terms.  The following terms have the
following meanings:

          "Administrative Agent" means Bank of America, N.A. in its
capacity as agent for the Lenders hereunder, and any successor agent
arising under Section 10.06.

          "Administrative Agent's Payment Office" means the address for
payments set forth on Schedule 11.02 hereto in relation to the
Administrative Agent, or such other address as the Administrative Agent
may from time to time specify.

          "Administrative Questionnaire" means an Administrative
Questionnaire, an Administrative Details Reply Form or similar form
supplied by the Administrative Agent to each Lender.

          "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract
or otherwise.  "Controlling" and "Controlled" have meanings correlative
thereto.

          "Agent-Related Persons" means Bank of America and any successor
Administrative Agent arising under Section 10.06 and any successor Issuing
Bank hereunder, together with their respective Affiliates (including, in
the case of Bank of America, the Arranger), and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.

          "Agreement" means this Third Amended and Restated Credit
Agreement, as renewed, extended, amended or restated from time to time.

          "Albuquerque Terminal" means the terminal owned and operated by
Giant Mid-Continent, located in or near Albuquerque, New Mexico.

          "Applicable Margin" means with respect to Base Rate Loans,
Offshore Rate Loans and Letters of Credit, respectively, the specified
percent per annum therefor set forth in Schedule 2.02 corresponding to the
applicable pricing level determined in accordance therewith.

          "Approved Fund" means any Fund that is administered or managed
by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.

          "Arranger" means Banc of America Securities LLC, in its capacity
as sole lead arranger and sole book manager.

          "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an Eligible Assignee (with the consent of any
party whose consent is required by Section 11.07), and accepted by the
Administrative Agent, in substantially the form of Exhibit E or any other
form approved by the Administrative Agent.

          "Attorney Costs" means and includes all reasonable fees and
disbursements of any law firm or other external counsel, the allocated
cost of internal legal services and all disbursements of internal counsel.

          "Auto-Extension Letter of Credit" has the meaning set forth in
Section 3.01(b)(iii)

          "Availability" means, at any time, (a) the lesser of (i) the
Lenders' aggregate Commitments and (ii) the Borrowing Base, minus (b) the
sum of (i) the Effective Amount of all outstanding Revolving Loans and
(ii) the Effective Amount of all Letter of Credit Obligations.

          "Bank of America" means Bank of America, N.A., a national
banking association.

          "Bankruptcy Code" means the Federal Bankruptcy Reform Act of
1978 (11 U.S.C. Section 101, et seq.).

          "Barrel" means a volume of forty-two (42) US gallons corrected
for temperature to sixty (60) degrees Fahrenheit.

          "Base Rate" means, for any day, the higher of:  (a) 0.50% per
annum above the latest Federal Funds Rate; and (b) the rate of interest in
effect for such day as publicly announced from time to time by Bank of
America as its "prime rate."  (The "prime rate" is a rate set by Bank of
America based upon various factors, including Bank of America's costs and
desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate.)  Any change in the reference rate
announced by Bank of America shall take effect at the opening of business
on the day specified in the public announcement of such change.

          "Base Rate Loan" means a Revolving Loan or an L/C Advance that
bears interest based on the Base Rate.

          "Bloomfield Refinery" means the refinery owned by San Juan
Refining Company, and operated by Giant Arizona, located in or near
Farmington, New Mexico.

          "BNY 2002 Indenture" means that certain Indenture dated May 14,
2002, between the Company, as Issuer, The Bank of New York, as Trustee,
and others evidenced by the BNY 2002 Subordinated Notes.

          "BNY 2002 Subordinated Notes" means the 11% Senior Subordinated
Notes due 2012 issued by the Company under the BNY 2002 Indenture.

          "BNY 2004 Indenture" means that certain Indenture dated May 3,
2004, between the Company, as Issuer, The Bank of New York, as Trustee,
and others evidenced by the BNY 2004 Subordinated Notes.

          "BNY 2004 Subordinated Notes" means the 8% Senior Subordinated
Notes due 2014 issued by the Company under the BNY 2004 Indenture.

          "Borrowing" means a borrowing hereunder consisting of Revolving
Loans of the same Interest Rate Type made to the Company on the same day
by the Lenders under Article II, and, other than in the case of Base Rate
Loans, having the same Interest Period.

          "Borrowing Base" means the amount calculated weekly or biweekly,
as applicable, pursuant to Section 2.07(a) based upon information
contained in the Borrowing Base Report.

          "Borrowing Base Report" means a report substantially in the form
of Exhibit H hereto.

          "Borrowing Date" means any date on which a Borrowing occurs
under Article II.

          "Broker" means a broker or securities intermediary that has
entered into an Investment Account Control Agreement.

          "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks are authorized or required by law to
close under the laws of, or are in fact closed in, Dallas, Texas or New
York, New York or such other state where the Administrative Agent's office
for payments may be located, and, if the applicable Business Day relates
to any Offshore Rate Loan, means such a day on which dealings are carried
on in the applicable offshore dollar interbank market.

          "Capital Expenditures" means, for any period, expenditures
(including, without limitation, the aggregate amount of Capital Lease
Obligations incurred during such period) made by the Company or any of its
Consolidated Subsidiaries to acquire or construct fixed assets, plant and
equipment (including renewals, improvements and replacements thereof)
during such period computed in accordance with GAAP.

          "Capital Lease" means a capital lease as determined in
accordance with GAAP.

          "Capital Lease Obligations" means, for any Person, all
obligations of such Person to pay rent or other amounts under a lease of
(or other agreement conveying the right to use) Property to the extent
such obligations are required to be classified and accounted for as a
capital lease on a balance sheet of such Person under GAAP (including
Statement of Financial Accounting Standards No. 13 of the Financial
Accounting Standards Board), and, for purposes of this Agreement, the
amount of such obligations shall be the capitalized amount thereof,
determined in accordance with GAAP (including such Statement No. 13).

          "Cash Collateralize" means to pledge and deposit with or deliver
to the Administrative Agent, for the benefit of the Administrative Agent,
the Issuing Bank and the Lenders, as collateral for the L/C Obligations,
cash or deposit account balances pursuant to documentation in form and
substance satisfactory to the Administrative Agent and the Issuing Bank
(which documents are hereby consented to by the Lenders).  Derivatives of
such term shall have corresponding meanings.

          "Cash Equivalents" means:  (a) securities issued or fully
guaranteed or insured by the United States Government or any agency
thereof and backed by the full faith and credit of the United States
having maturities of not more than twelve (12) months from the date of
acquisition; (b) certificates of deposit, time deposits, Eurodollar time
deposits, or bankers' acceptances having in each case a tenor of not more
than twelve (12) months from the date of acquisition issued by any U.S.
commercial bank or any branch or agency of a non-U.S. commercial bank
licensed to conduct business in the U.S. having combined capital and
surplus of not less than Five Hundred Million Dollars ($500,000,000) whose
long term securities are rated at least A (or then equivalent grade) by
S&P and A2 (or then equivalent grade) by Moody's at the time of
acquisition; (c) commercial paper of an issuer rated at least A-1 by S&P
or P-1 by Moody's at the time of acquisition, and in either case having a
tenor of not more than twelve (12) months; (d) repurchase agreements with
a term of not more than seven days for underlying securities of the types
described in clauses (a) and (b) above; and (e) money market mutual or
similar funds having assets in excess of $100,000,000, at least 95% of the
assets of which are comprised of assets specified in clauses (a) through
(c) above.

          "Change in Law" means the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking effect of
any law, rule, regulation or treaty, (b) any change in any law, rule,
regulation or treaty or in the administration, interpretation or
application thereof by any Governmental Authority or (c) the making or
issuance of any request, guideline or directive (whether or not having the
force of law) by any Governmental Authority.

          "Change of Control" means (a) a purchase or acquisition,
directly or indirectly, by any "person" or "group" within the meaning of
Section 13(d)(3) and 14(d)(2) of the Securities and Exchange Act of 1934
(a "Group"), of "beneficial ownership" (as such term is defined in Rule
13d-3 under the Exchange Act) of securities of the Company which, together
with any securities owned beneficially by any "affiliates" or "associates"
of such Group (as such terms are defined in Rule 12b-2 under the Exchange
Act), represent more than fifty percent (50%) of the combined voting power
of the Company's securities which are entitled to vote generally in the
election of directors and which are outstanding on the date immediately
prior to the date of such purchase or acquisition; (b) a sale of all or
substantially all of the assets of the Company and its Subsidiaries taken
as a whole to any Person or Group; (c) the liquidation or dissolution of
the Company; or (d) the first day on which a majority of the Board of
Directors of the Company are not Continuing Directors (as herein defined).
As herein defined, "Continuing Director" means any member of the Board of
Directors of the Company who (x) is a member of such Board of Directors as
of the date of this Agreement or (y) was nominated for election or elected
to such Board of Directors with the affirmative vote of two-thirds of the
Continuing Directors who were members of such Board of Directors at the
time of such nomination or election.

          "Ciniza Refinery" means the refinery owned and operated by Giant
Arizona, located in or near Gallup, New Mexico.

          "Closing Date" means the date on which all conditions precedent
set forth in Section 5.01 and 5.02 are satisfied or waived by all Lenders
(or, in the case of Subsection 5.01(e), waived by the Person entitled to
receive such payment).

          "Code" means the Internal Revenue Code of 1986, and regulations
promulgated thereunder.

          "Collateral" means all property and interests in property and
proceeds thereof now owned or hereafter acquired by the Company or any
Guarantor and their respective Subsidiaries in or upon which a Lien now or
hereafter exists in favor of the Lenders, or the Administrative Agent on
behalf of the Lenders, whether under this Agreement or under any other
document executed by any such Person and delivered to the Administrative
Agent or the Lenders.

          "Collateral Documents" means, collectively, (a) the Security
Agreements, the Guarantees and all other security agreements, mortgages,
deeds of trust, patent and trademark assignments, lease assignments,
guarantees and other similar agreements executed by the Company or any
Subsidiary or any Guarantor for the benefit of the Lenders now or
hereafter delivered to the Lenders or the Administrative Agent pursuant to
or in connection with the transactions contemplated hereby, and all
financing statements (or comparable documents now or hereafter filed in
accordance with the UCC or comparable law) against the Company or any
Subsidiary or any Guarantor as debtor in favor of the Lenders or the
Administrative Agent for the benefit of the Lenders as secured party, and
(b) any amendments, supplements, modifications, renewals, replacements,
consolidations, substitutions and extensions of any of the foregoing.

          "Commitment" as to each Lender has the meaning specified in
Section 2.01, as the same may be increased pursuant to Section 2.16.

          "Commitment Fee" has the meaning set forth in Subsection
2.09(b).

          "Commodity Swap" means any commodity swap, commodity option or
commodity forward contract (including any option to enter into any of the
foregoing).

          "Compliance Certificate" means a certificate substantially in
the form of Exhibit C.

          "Concentration Account" has the meaning set forth in Section
2.15.

          "Consolidated EBITDA" means, for the relevant period, (a) the
sum of (i) the Consolidated Net Income for such period, (ii) Consolidated
Interest Expense, (iii) all taxes measured by income to the extent
included in the determination of such Consolidated Net Income, (iv) all
amounts treated as expenses for depreciation and the amortization of
intangibles of any kind for such period to the extent deducted in the
determination of such Consolidated Net Income for the relevant period, (v)
non-cash losses associated with asset dispositions to the extent deducted
in the determination of Consolidated Net Income for the relevant period,
(vi) financing charges, fees, and prepayment premiums paid by the Company
in connection with the Company's issuance of the BNY 2004 Subordinated
Notes, the redemption of the Company's Senior Subordinated Notes due 2007,
and the redemption of BNY 2002 Subordinated Notes, to the extent deducted
in the determination of Consolidated Net Income for the relevant period,
and (vii) fees and expenses paid the Company in connection with the
issuance by the Company of equity interests in the second fiscal quarter
of 2004 to the extent deducted in the determination of Consolidated Net
Income for the relevant period, minus (b) non-cash gains associated with
asset dispositions to the extent included in the determination of
Consolidated Net Income for the relevant period.

          "Consolidated Funded Indebtedness" means, for the Company and
its Consolidated Subsidiaries, at any time, without duplication, the sum
of: (a) all Indebtedness (other than undrawn or unfunded amounts under
outstanding Surety Instruments and Indebtedness of the type described in
clause (h)(ii) of the definition of Indebtedness and, provided that the
Company is in compliance with Section 8.18 of this Credit Agreement, other
than Indebtedness owed to Statoil pursuant to the Statoil Purchase
Agreement), (b) obligations to redeem or purchase any stock or other
equity security of the Company or a Subsidiary, and (c) any guaranty
obligations in respect of any of the foregoing.

          "Consolidated Interest Expense" means for the relevant period,
for the Company and its Consolidated Subsidiaries, without duplication,
(a) the sum of (i) all interest in respect of Indebtedness and all imputed
interest with respect to Capital Leases accrued or capitalized during such
period (whether or not actually paid during such period and including fees
payable in respect of letters of credit and bankers' acceptances), (ii)
the net amount payable (or minus the net amount receivable) under all Swap
Contracts (other than Commodity Swaps) during such period (whether or not
actually paid or received during such period), and (iii) all dividends
paid, declared or otherwise accrued in respect of preferred stock, minus
(b) all fees and financing costs amortized during such period related to
the incurrence of Indebtedness, to the extent such non-cash costs are
included in the calculation of interest expense.

          "Consolidated Net Income" means, for any period, the net income
(or net loss) of the Company and its Consolidated Subsidiaries for such
period determined in accordance with GAAP.

          "Consolidated Net Worth" means, at any date, an amount equal to
the consolidated stockholders' equity of the Company and its Consolidated
Subsidiaries determined in accordance with GAAP as of such date.

          "Consolidated Rents" means, with respect to any period, the sum
of the rental and other obligations required to be paid during such period
by the Company and its Consolidated Subsidiaries as lessee under all
leases of real or personal property (other than Capital Leases).

          "Consolidated Senior Indebtedness" means Consolidated Funded
Indebtedness, other than Indebtedness evidenced by the Subordinated Notes.

          "Consolidated Subsidiaries" means, at any date, any Subsidiary
the accounts of which, in accordance with GAAP, would be consolidated with
those of the Company in its consolidated financial statements if such
statements were prepared as of such date.

          "Contingent Obligation" means, as to any Person without
duplication, any direct or indirect liability of that Person with or
without recourse, (a) with respect to any Indebtedness, lease, dividend,
letter of credit or other similar obligation (the "primary obligations")
of another Person (the "primary obligor"), including any obligation of
that Person (i) to purchase, repurchase or otherwise acquire such primary
obligations or any security therefor, (ii) to advance or provide funds for
the payment or discharge of any such primary obligation, or to maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency or any balance sheet item, level of
income or financial condition of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, or (iv) otherwise to assure or
hold harmless the holder of any such primary obligation against loss in
respect thereof (each, a "Guaranty Obligation"); or (b) to purchase any
materials, supplies or other property from, or to obtain the services of,
another Person if the relevant contract or other related document or
obligation requires that payment for such materials, supplies or other
property, or for such services, shall be made regardless of whether
delivery of such materials, supplies or other property is ever made or
tendered, or such services are ever performed or tendered.  The amount of
any Contingent Obligation shall, in the case of Guaranty Obligations, be
deemed equal to the maximum stated or determinable amount of the primary
obligation in respect of which such Guaranty Obligation is made or, if not
stated or if indeterminable, the maximum reasonably anticipated liability
in respect thereof, and in the case of other Contingent Obligations, shall
be equal to the maximum reasonably anticipated liability in respect
thereof.

          "Contractual Obligation" means, as to any Person, any provision
of any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument, document
or agreement to which such Person is a party or by which it or any of its
property is bound.

          "Control Notice" has the same meaning set forth in Section
2.15(f).

          "Conversion/Continuation Date" means any date on which, under
Section 2.04, the Company (a) converts Loans of one Interest Rate Type to
another Interest Rate Type, or (b) continues as Loans of the same Interest
Rate Type, but with a new Interest Period, Loans having Interest Periods
expiring on such date.

          "Credit Extension" means and includes (a) the making of any
Revolving Loans hereunder, and (b) the Issuance of any Letters of Credit
hereunder (including the Existing Letters of Credit).

          "Debtor Relief Laws" means the Bankruptcy Code and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief laws of the United States or
other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally.

          "Default" means any event or circumstance which, with the giving
of notice, the lapse of time, or both, would (if not cured or otherwise
remedied during such time) constitute an Event of Default.

          "Default Rate" means (a) when used with respect to Obligations
other than Letter of Credit Fees, the interest rate set forth in
Subsection 2.08(b)(iii), and (b) when used with respect to Letter of
Credit Fees, a rate equal to the Applicable Margin plus 2% per annum.

          "Defaulting Lender" means any Lender that (a) has failed to fund
any portion of the Revolving Loans or participations in L/C Obligations
required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder, (b) has otherwise failed to pay
over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date
when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.

          "Deposit Account Control Agreement" means a Deposit Account
Control Agreement substantially in the form of Exhibit J hereto, or any
other agreement in form and substance satisfactory to the Administrative
Agent serving a similar purpose, among the Company, the Administrative
Agent, and a Depository Bank.

          "Depository Bank" means a bank, savings bank, savings and loan
association, credit union, trust company, or other depository institution
that has entered into a Deposit Account Control Agreement.

          "Disposition" means the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property
(including stock, partnership and other equity interests) by any Person,
including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

          "Dollars," "dollars" and "$" each mean lawful money of the
United States.

          "Domestic" means organized under the laws of a state of the
United States.

          "Effective Amount" means (i) with respect to any Revolving Loans
on any date, the aggregate outstanding principal amount thereof after
giving effect to any Borrowings and prepayments or repayments of Revolving
Loans occurring on such date under such facility; and (ii) with respect to
any outstanding L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any Issuances of Letters
of Credit occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including as a result of
any reimbursements of drawings under any Letters of Credit or any
reductions in the maximum amount available for drawing under Letters of
Credit taking effect on such date.

          "Eligible Account Obligor" means, on any date, any Person
obligated to pay a Receivable (i) that is not the Company, a Subsidiary or
Affiliate of the Company; (ii) that has not filed for, and is not
currently the object of, a proceeding relating to its bankruptcy,
insolvency, reorganization, winding-up or composition or reorganization of
debts; (iii) that is in good standing with the Company and its
Subsidiaries and satisfies all applicable credit standards of the Company
and its Subsidiaries; and (iv) for which not more than 50% of the
aggregate value of the Receivables of such Account Obligor have not been
paid by the date 30 days after the respective due dates therefor.

          "Eligible Accounts Receivable" means, on any date, all
Receivables denominated in Dollars payable by Eligible Account Obligors,
except:  (i) billed Receivables that have not been paid by the date 30
days after the respective due dates therefor; (ii) any Receivable subject
to any asserted defense, dispute, claim, offset or counterclaim, provided
that, if any such defense, dispute, claim, offset or counterclaim is
asserted with respect to such Receivable in an amount equal to a sum
certain, then such Receivable shall be an Eligible Account Receivable to
the extent the face amount thereof exceeds such sum certain; (iii) all
such Receivables subject to any repurchase or return arrangement; (iv)
Receivables of each Eligible Account Obligor to the extent that the
Receivables of such Eligible Account Obligor exceed 10% of all
Receivables; (v) all Receivables that are payable by their terms more than
30 days from the respective invoice dates therefor; (vi) any Receivable in
which the Lenders do not have a valid and perfected first priority
security interest, except that such security interest may be subject to
statutory Liens in respect of First Purchase Crude Payables that are not
delinquent; (vii) any Receivable of a Subsidiary with respect to which any
event described in Subsection 9.01(f) or (g) shall have occurred and be
continuing; (viii) Receivables with respect to which the account debtor is
not a Person resident in the United States; (ix) Receivables with respect
to which goods have been placed on consignment, guaranteed sale or other
terms by reason of which the payment by the account debtor may be
conditional; (x) Receivables with respect to which an invoice has not been
sent prior to the date of any Borrowing Base Report in which such
Receivable is included for purposes of calculation of the Borrowing Base;
(xi) Receivables which represent obligations of local, state or federal
Governmental Authorities, unless such Governmental Authority is a
Governmental Authority of the United States of America and such
Governmental Authority has properly acknowledged the receipt of the
assignment of Eligible Accounts Receivables in compliance with the Federal
Assignment of Claims Act with respect thereto; (xii) Receivables which
arise out of any contract or order which, by its terms, forbids or makes
void or unenforceable any assignment by the Company to the Administrative
Agent, for the benefit of Lenders, of the Receivable arising with respect
thereto; (xiii) Receivables evidenced by any instrument, unless such
instrument has been delivered to the Administrative Agent for the benefit
of the Lenders, and (xiv) Receivables that are otherwise identified as
unsatisfactory to the Administrative Agent or the Majority Lenders using
reasonable business judgment.

          "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
Lender; (c) an Approved Fund; and (d) any other Person (other than a
natural Person) approved by (i) the Administrative Agent and the Issuing
Bank, and (ii) unless a Default or Event of Default has occurred and is
continuing, the Company (each such approval not to be unreasonably
withheld or delayed); provided that notwithstanding the foregoing,
"Eligible Assignee" shall not include the Company or any of the Company's
Affiliates or Subsidiaries.

          "Eligible Cash" means cash held in a segregated restricted
deposit account maintained with and pledged to the Administrative Agent as
security for the Obligations.

          "Eligible Lubricants Inventory" means, at any date, the
aggregate value therefor on a FIFO basis calculated in accordance with
GAAP of all readily marketable, saleable and useful Lubricants (excluding
(a) any and all Lubricants in which the Lenders do not have a valid and
perfected first priority security interest, except that such security
interest may be subject to statutory Liens in respect of First Purchase
Crude Payables that are not delinquent; (b) any and all Lubricants located
on leased premises or held by a bailee or otherwise subject to any third
party interest, with respect to which any landlord's waiver or other third
party agreement requested by Secured Party or the Majority Lenders shall
not have been furnished, and (c) Lubricants of any Subsidiary with respect
to which any event described in Subsection 9.01(f) or (g) shall have
occurred and be continuing), owned by the Company and its Subsidiaries
(other than "inactive" Subsidiaries) in field production tanks, storage
tanks and lines (including line fills but excluding basic sediment and
water and slop oil), stored at the Bloomfield Refinery, the Ciniza
Refinery, the Yorktown Refinery, the Company's or its Subsidiaries' bulk
plants, service stations and cardlocks, the Albuquerque Terminal, the
Flagstaff Terminal and other Lubricants terminals owned or leased by the
Company or its Subsidiaries, or at such other locations as may be approved
from time to time by the Majority Lenders, provided, however, that such
Lubricants are not obsolete, unsalable, damaged or otherwise unfit for
sale or further processing in the ordinary course of business or otherwise
unsatisfactory to the Administrative Agent or the Majority Lenders using
reasonable business judgment.

          "Eligible Refinery Hydrocarbon Inventory" means, at any date,
the aggregate value therefor on a FIFO basis calculated in accordance with
GAAP of all readily marketable, saleable and useful Feedstocks,
Intermediate Products and Refined Products (excluding (a) any and all
Feedstocks, Intermediate Products and Refined Products in which the
Lenders do not have a valid and perfected first priority security
interest, except that such security interest may be subject to statutory
Liens in respect of First Purchase Crude Payables that are not delinquent;
(b) any and all Feedstocks, Intermediate Products and Refined Products
located on leased premises (other than Refined Product at leased service
stations and cardlocks operated by the Company or one of its
Subsidiaries), or held by a bailee or otherwise subject to any third party
interest, with respect to which any landlord's waiver or other third party
agreement requested by Secured Party or the Majority Lenders shall not
have been furnished, and (c) Feedstocks, Intermediate Products and Refined
Products of any Subsidiary with respect to which any event described in
Subsection 9.01(f) or (g) shall have occurred and be continuing), owned by
the Company and its Subsidiaries (other than "inactive" Subsidiaries) in
field production tanks, storage tanks and lines (including line fills but
excluding basic sediment and water and slop oil), stored at the Bloomfield
Refinery, the Ciniza Refinery, the Yorktown Refinery, the Company's or its
Subsidiaries' bulk plants, service stations and cardlocks, the Albuquerque
Terminal, the Flagstaff Terminal and other Refined Products terminals
owned or leased by the Company or its Subsidiaries, or at such other
locations as may be approved from time to time by the Majority Lenders,
provided, however, that such Feedstocks, Intermediate Products and Refined
Products are not obsolete, unsalable, damaged or otherwise unfit for sale
or further processing in the ordinary course of business or otherwise
unsatisfactory to the Administrative Agent or the Majority Lenders using
reasonable business judgment.

          "Environmental Claims" means any and all actions, suits,
demands, demand letters, claims, complaints, notices of non-compliance or
violation, enforcement actions, investigations, or proceedings, relating
in any way to (a) the presence, alleged presence, or use of any Hazardous
Substance on, under, or about any property or assets of the Company or any
of its Subsidiaries or the migration or alleged migration of Hazardous
Substances to or from such property regardless of the source of such
migration or when such migration occurred or when such presence is
discovered; (b) the Release or threatened Release of any Hazardous
Substance on, under, to or from any property or assets of the Company or
any of its Subsidiaries regardless of the source of such Release or when
such Release occurred; or (c) the violation of any Environmental Law,
regardless of whether the existence or alleged existence of such Hazardous
Substance or the violation of Environmental Law arose prior to the
Company's or its Subsidiary's ownership or operation of the subject
property.  "Environmental Claims" includes, without limitation, any and
all claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief or any
other form of recovery arising in connection with any Hazardous Substance
or arising from alleged injury or threat of injury to property, human
health or the environment or from any nuisance condition.

          "Environmental Damages" means (a) all costs and expenses of
investigation and defense of any Environmental Claim, regardless of
whether such Environmental Claim is ultimately defeated, and of any good
faith settlement or agreed judgment, including, without limitation,
Attorney Costs, the allocated cost of internal environmental audit or
review, and consultants' fees; (b) damages for personal injury or injury
to or interference with property or natural resources occurring on, under,
or off of property of the Company or any Subsidiary; (c) all costs,
including without limitation Attorney Costs, the allocated cost of
internal environmental audit or review, consultants, contractors, experts,
and laboratories, incurred in connection with the investigation of the
presence or alleged presence of Hazardous Substances on, about, under, or
from property of the Company or any Subsidiary, or the removal or
remediation (including monitoring) of any Hazardous Substances; (d)
diminution in the value of property; and (e) all fines and penalties or
other liabilities arising from the violation of any Environmental Law.

          "Environmental Law" means all applicable federal, state, and
local laws, statutes, rules, regulations, codes, ordinances, legally
binding guidance documents, rules of common law, legally binding
directives or orders ("Laws") of any Governmental Authority having
jurisdiction over the Company or any of its Subsidiaries, any of their
respective properties, or any user or occupant of property of the Company
or any Subsidiary, relating to the protection of human health, safety,
public welfare, or the environment, now existing or hereafter adopted,
including without limitation, Laws relating to the generation, processing,
treatment, investigation, remediation, storage, transport, disposal,
management, handling, and use of Hazardous Substances, and those relating
to the protection of environmentally sensitive areas.

          "ERISA" means the Employee Retirement Income Security Act of
1974.

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code
for purposes of provisions relating to Section 412 of the Code).

          "ERISA Event" means (a) a Reportable Event with respect to a
Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate from
a Pension Plan subject to Section 4063 of ERISA during a plan year in
which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations which is treated as such a withdrawal
under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by
the Company or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the
filing of a notice of intent to terminate, the treatment of a Plan
amendment as a termination under Section 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Pension Plan or Multiemployer Plan; or (f)
the imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the
Company or any ERISA Affiliate.

          "Eurodollar Reserve Percentage" has the meaning specified in the
definition of "Offshore Rate."

          "Event of Default" means any of the events or circumstances
specified in Section 9.01.

          "Exchange Act" means the Securities and Exchange Act of 1934, as
amended, and regulations promulgated thereunder.

          "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment
to be made by or on account of any obligation of the Company hereunder,
(a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable
Lending Office is located, (b) any branch profits taxes imposed by the
United States or any similar tax imposed by any other jurisdiction in
which the Company is located and (c) in the case of a Foreign Lender
(other than an assignee pursuant to a request by the Company under Section
11.13), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign
Lender's failure or inability (other than as a result of a Change in Law)
to comply with Section 4.01(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation
of a new Lending Office (or assignment), to receive additional amounts
from the Company with respect to such withholding tax pursuant to Section
4.01(a).

          "Execution Date" means the date specified on the cover page
hereof.

          "Existing Credit Agreement" is defined in the recitals hereof.

          "Existing Letters of Credit" means each of the letters of credit
issued under the Existing Credit Agreement and outstanding on the Closing
Date, including those described on Schedule 3.01.

          "Federal Funds Rate" means, for any day, the rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b)
if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the
Administrative Agent.

          "Fee Letter" has the meaning specified in Subsection 2.09(a).

          "Feedstocks" means all crude oil, natural gas liquids, other
hydrocarbons valued at the lower of cost or market crude oil prices and
ethanol valued at the lower of cost or market, in so far as such
Feedstocks are used or useful as fuel or in the manufacture, processing,
refining, or blending of Intermediate Products and Refined Products at the
Bloomfield Refinery, the Ciniza Refinery, or the Yorktown Refinery.

          "First  Amended and Restated Credit Agreement" is defined in the
recitals hereof.

          "First Purchase Crude Payables" means the unpaid amount of any
payable obligation of the Company or any of its Subsidiaries related to
the purchase of Feedstocks by the Company or any of its Subsidiaries which
are (in the reasonable judgment of the Administrative Agent) secured by a
statutory Lien, which shall include but not be limited to the statutory
Liens created under the Laws of Texas, New Mexico, Wyoming, Kansas, and
Oklahoma, to the extent such payable obligation is not at the time of
determination covered by a Letter of Credit issued hereunder.

          "Fixed Charge Coverage Ratio" means, as of any date of
determination, the ratio of (a) the sum, without duplication, of (i)
Consolidated EBITDA for the period of four fiscal quarters ending on such
date, plus (ii) Consolidated Rents for such period, plus (iii) to the
extent excluded in the calculation of Consolidated EBITDA, Margin Payments
made by the Company or any Subsidiary under the Yorktown Asset Purchase
Agreement during such period, minus (iv) Statoil Capital Expenditures
during such period, to the extent Statoil Capital Expenditures exceed $17
million in the aggregate, minus (v) Capital Expenditures during such
period other than Statoil Capital Expenditures, minus (vi) all taxes
measured by income and paid in cash during such period, to (b) the sum,
without duplication, of (i) Consolidated Interest Expense during such
period, plus (ii) Consolidated Rents during such period, plus (iii)
scheduled amortization of the Company's and its Subsidiaries' Indebtedness
during such period, plus (iv) Margin Payments made by the Company or any
Subsidiary under the Yorktown Asset Purchase Agreement during such period.

          "Flagstaff Terminal" means the terminal in or near Flagstaff,
Arizona, owned and operated by Giant Mid-Continent.

          "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Company is resident
for tax purposes.  For purposes of this definition, the United States,
each state thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.

          "FRB" means the Board of Governors of the Federal Reserve
System, and any Governmental Authority succeeding to any of its principal
functions.

          "Fronting Fee" has the meaning set forth in Section 3.08(b).

          "Fund" means any Person (other than a natural person) that is
(or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary
course of its business.

          "GAAP" means generally accepted accounting principles set forth
from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature
and authority within the U.S. accounting profession), which are applicable
to the circumstances as of the date of determination.

          "Giant Arizona" means Giant Industries Arizona, Inc., an Arizona
corporation.

          "Giant Mid-Continent" means Giant Mid-Continent, Inc., an
Arizona corporation and a Wholly-Owned Subsidiary of Giant Arizona.

          "Giant Yorktown" means Giant Yorktown, Inc., a Delaware
corporation and a Wholly-Owned Subsidiary of Giant Arizona.

          "Governmental Authority" means any nation or government, any
state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative functions
of or pertaining to government, and any corporation or other entity owned
or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.

          "Guarantor" means (a) as of the Closing Date, each of Giant
Arizona, Giant Four Corners, Inc., an Arizona corporation, San Juan, Giant
Mid-Continent, Giant Stop-N-Go of New Mexico, Inc., a New Mexico
corporation, Phoenix Fuel and Giant Yorktown, and (b) any other Subsidiary
of the Company which is required to execute a Guaranty under Section 7.12.

          "Guaranty" means collectively each of the Third Amended and
Restated Guarantees substantially in the form of Exhibit G hereto executed
by each of the Guarantors in favor of the Administrative Agent and the
Lenders, as they may be amended, supplemented or otherwise modified from
time to time, and any other guaranty agreements delivered pursuant to this
Agreement.

          "Guaranty Obligation" has the meaning specified in the
definition of "Contingent Obligation."

          "Hazardous Substance" means any substance that poses a threat
to, or is regulated to protect, human health, safety, public welfare, or
the environment, including without limitation:  (a) any "hazardous
substance," "pollutant" or "contaminant," and any "petroleum" or "natural
gas liquids" as those terms are defined or used under Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended (42 U.S.C. Section 9601 et seq.) ("CERCLA"), (b) "solid
waste" as defined by the federal Solid Waste Disposal Act (42 U.S.C.
Section 6901 et seq.), (c) asbestos or a material containing asbestos, (d)
any material that contains lead or lead-based paint, (e) any item or
equipment that contains or is contaminated by polychlorinated biphenyls,
(f) any radioactive material, (g) urea formaldehyde, (h) putrescible
materials, (i) infectious materials, (j) toxic microorganisms, including
mold, or (k) any substance the presence or Release of which requires
reporting, investigation or remediation under any Environmental Law.

          "Highest Lawful Rate" means, as of a particular date, the
maximum nonusurious interest rate that may under applicable federal and
state law then be contracted for, charged or received by the Lenders in
connection with the Loans.

          "Honor Date" has the meaning set forth in Section 3.01(c)(i).

          "Increase Effective Date" has the meaning set forth in Section
2.16.

          "Indebtedness" of any Person means, without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than
trade payables entered into in the ordinary course of business on ordinary
terms); (c) all direct or contingent reimbursement or payment obligations
with respect to Surety Instruments; (d) all obligations evidenced by
notes, bonds, debentures or similar instruments, including obligations so
evidenced incurred in connection with the acquisition of property, assets
or businesses; (e) all indebtedness created or arising under any
conditional sale or other title retention agreement, or incurred as
financing, in either case with respect to property acquired by the Person
(even though the rights and remedies of the seller or bank under such
agreement in the event of default are limited to repossession or sale of
such property); (f) all obligations with respect to Capital Leases; (g)
all obligations with respect to "off-balance sheet" obligations, including
operating leases (provided, however, that the following shall be excluded
from "Indebtedness": (x) the operating leases described on Schedule 1.01A
and (y) operating leases under which aggregate rentals during any twelve
(12)-month period are less than $250,000); (h) all net obligations under
any Swap Contract in an amount equal to (i) if such Swap Contract has been
closed out the termination value thereof, or (ii) if such Swap Contract
has not been closed out, the mark-to-market value thereof determined on
the basis of readily available quotations provided by any recognized
dealer in such Swap Contract; (i) all indebtedness referred to in clauses
(a) through (h) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien upon or in property (including accounts and contracts rights)
owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness; and (j) all Guaranty
Obligations in respect of indebtedness or obligations of others of the
kinds referred to in clauses (a) through (h) above.

          "Indemnified Liabilities" has the meaning specified in Section
11.05.

          "Indemnified Person" has the meaning specified in Section 11.05.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Indentures" means the BNY 2002 Indenture and the BNY 2004
Indenture, and any other Indentures pursuant to which other Subordinated
Notes are issued.

          "Independent Auditor" has the meaning specified in Subsection
7.01(a).

          "Insolvency Proceeding" means (a) any case, action or proceeding
relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding-up or relief of debtors, or (b) any
general assignment for the benefit of creditors, composition, marshalling
of assets for creditors, or other, similar arrangement in respect of its
creditors generally or any substantial portion of its creditors;
undertaken under U.S. federal, state or foreign law, including the
Bankruptcy Code.

          "Insurance Subsidiary" has the meaning assigned to in Section
8.04(e) hereof.

          "Interest Payment Date" means, as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan
and, as to any Base Rate Loan, the last Business Day of each calendar
quarter and each date such Loan is converted into another Interest Rate
Type of Loan, provided, however, that if any Interest Period for an
Offshore Rate Loan exceeds three months, the date that falls three months
after the beginning of such Interest Period, and the date that falls three
months after each Interest Payment Date thereafter for such Interest
Period, is also an Interest Payment Date.

          "Interest Period" means, as to any Offshore Rate Loan, the
period commencing on the Borrowing Date of such Loan or on the
Conversion/Continuation Date on which the Loan is converted into or
continued as an Offshore Rate Loan, and ending on the date one, two, three
or six months thereafter as selected by the Company in its Notice of
Borrowing or Notice of Conversion/Continuation; provided that:  (i) if any
Interest Period would otherwise end on a day that is not a Business Day,
that Interest Period shall be extended to the following Business Day
unless, in the case of an Offshore Rate Loan, the result of such extension
would be to carry such Interest Period into another calendar month, in
which event such Interest Period shall end on the preceding Business Day;
(ii) any Interest Period pertaining to an Offshore Rate Loan that begins
on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Business Day of the calendar
month at the end of such Interest Period; and (iii) no Interest Period for
any Revolving Loan shall extend beyond the Termination Date.

          "Interest Rate Swap Contract" means a Specified Swap Contract or
other Swap Contract entered into for the purposes of mitigating risks
associated with fluctuations in interest rates.

          "Interest Rate Type" means either the Base Rate of interest or
the Offshore Rate of interest charged against any Loan or Loans hereunder.

          "Intermediate Products" means all Feedstocks that have been
partially processed or refined as isomerate, cat feed, gasoline components
or naphtha and valued at the lower of cost or market crude oil prices.

          "Investment Account Control Agreement" means an Investment
Account Control Agreement in form and substance substantially similar to
the Deposit Account Control Agreement, or any other agreement in form and
substance satisfactory to the Administrative Agent serving a similar
purpose, among the Company, the Administrative Agent, and a Broker.

          "IRS" means the Internal Revenue Service, and any Governmental
Authority succeeding to any of its principal functions under the Code.

          "ISP" means, with respect to any Letter of Credit, the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may
be in effect at the time of issuance).

          "Issuance Date" has the meaning specified in Subsection 3.01(a).

          "Issue" means, with respect to any Letter of Credit, to
incorporate the Existing Letters of Credit into this Agreement, or to
issue or to extend the expiry of, or to renew or increase the amount of,
such Letter of Credit; and the terms "Issued," "Issuing" and "Issuance"
have corresponding meanings.

          "Issuing Bank" means Bank of America, in its capacity as issuer
of one or more Letters of Credit hereunder and as the issuer of Existing
Letters of Credit, together with any successor replacement letter of
credit issuer pursuant to Section 10.06.

          "L/C Advance" means each Lender's participation in any L/C
Borrowing in accordance with its Pro Rata Share.

          "L/C Application" and "L/C Amendment Application" means an
application form for Issuance of, or for amendment of, Letters of Credit
as shall at any time be in use at the Issuing Bank.

          "L/C Borrowing" means an extension of credit resulting from a
drawing under any Letter of Credit which shall not have been reimbursed on
the date when made nor converted into a Borrowing of Revolving Loans under
Subsection 3.01(c)(i).

          "L/C Commitment" means the commitment of the Issuing Bank to
Issue, and the commitment of the Lenders severally to participate in,
Letters of Credit (including the Existing Letters of Credit) from time to
time Issued or outstanding under Article III, in an aggregate amount not
to exceed on any date the lesser of (a) the amount of $75,000,000 and (b)
the combined Commitments, as the same may be reduced as a result of a
reduction in the Commitments pursuant to Section 2.05; provided, that the
L/C Commitment may be increased in accordance with Section 2.16(g); and
provided further, that the L/C Commitment is a part of the combined
Commitments, rather than a separate, independent commitment.

          "L/C Obligations" means as at any date of determination, the
aggregate amount available to be drawn under all outstanding Letters of
Credit plus the aggregate of all Unreimbursed Amounts, including all L/C
Borrowings.  For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.04.  For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired
by its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed
to be "outstanding" in the amount so remaining available to be drawn.

          "L/C-Related Documents" means the Letters of Credit, the L/C
Applications, the L/C Amendment Applications and any other document
relating to any Letter of Credit, including any of the Issuing Bank's
standard form documents for letter of credit issuances.

          "Lender" has the meaning specified in the introductory clause
hereto.  References to the "Lenders" shall include Bank of America,
including in its capacity as Issuing Bank; for purposes of clarification
only, to the extent that Bank of America may have any rights or
obligations in addition to those of the Lenders due to its status as
Issuing Bank, its status as such will be specifically referenced.

          "Lending Office" means, as to any Lender, the office or offices
of such Lender specified as its "Lending Office" or "Domestic Lending
Office" or "Offshore Lending Office," or similar designation, as the case
may be, in its Administrative Questionnaire, or such other office or
offices as such Lender may from time to time notify the Company and the
Administrative Agent.

          "Letter of Credit Fee" has the meaning specified in Section
3.01(i).

          "Letters of Credit" means the Existing Letters of Credit and any
standby letters of credit Issued by the Issuing Bank pursuant to Article
III.

          "Lien" means any security interest, mortgage, deed of trust,
pledge, hypothecation, assignment, charge or deposit arrangement,
encumbrance, lien (statutory or other) or preferential arrangement of any
kind or nature whatsoever in respect of any property (including those
created by, arising under or evidenced by any conditional sale or other
title retention agreement, the interest of a lessor under a Capital Lease,
any financing lease having substantially the same economic effect as any
of the foregoing, or the filing of any financing statement naming the
owner of the asset to which such lien relates as debtor, under the Uniform
Commercial Code or any comparable law) and any contingent or other
agreement to provide any of the foregoing, but not including the interest
of a lessor under an Operating Lease.

          "Loan" means an extension of credit by a Lender to the Company
under Article II or Article III in the form of a Revolving Loan or L/C
Advance.

          "Loan Documents" means this Agreement, the Notes, the Collateral
Documents, the Fee Letter, the L/C-Related Documents, the Deposit Control
Agreements, the Investment Account Control Agreements, the Statoil
Intercreditor Agreement and all other documents executed in connection
herewith in favor of the Administrative Agent or any Lender.

          "Loan Party" means the Company, each Guarantor, and each of the
Company's Subsidiaries that executes a Collateral Document.

          "Lubricants" means motor oil, hydraulic oil, gear oil, cutting
oil, grease, and various chemicals and solvents of a similar nature valued
at the lower of cost or market prices.  For avoidance of doubt, Lubricants
are not Feedstocks, Intermediate Products or Refined Products.

          "Majority Lenders" means at any time Lenders then holding at
least 66-2/3% of the then aggregate unpaid principal amount of the Loans,
or, if no such principal amount is then outstanding, Lenders then having
at least 66-2/3% of the Commitments.

          "Margin Payments" means the amounts payable by the Company or
any Subsidiary to the Yorktown Seller under Section 3(e) of the Yorktown
Asset Purchase Agreement (as in effect on the effective date thereof).

          "Margin Stock" means "margin stock" as such term is defined in
Regulation T, U or X of the FRB.

          "Material Adverse Effect" means (a) a material adverse change
in, or a material adverse effect upon, the operations, business,
properties, liabilities (actual or contingent), capitalization, or
condition (financial or otherwise) of the Company and its Subsidiaries
taken as a whole; (b) a material impairment of the ability of the Company
or any Significant Subsidiary to perform under any Loan Document and to
avoid any Event of Default; or (c) a material adverse effect upon (i) the
legality, validity, binding effect or enforceability against the Company
or any Significant Subsidiary of any Loan Document or (ii) the perfection
or priority of any Lien granted under any of the Collateral Documents.

          "Material Subsidiary" means, at any time, a Subsidiary with
total assets with a book value of $2,000,000 or more.

          "Moody's" means Moody's Investor Service, Inc. and any successor
thereto.

          "Multiemployer Plan" means a "multiemployer plan," within the
meaning of Section 4001(a)(3) of ERISA, to which the Company or any ERISA
Affiliate makes, is making, or is obligated to make contributions or,
during the preceding three calendar years, has made, or been obligated to
make, contributions.

          "Net Cash Proceeds" means, with respect to any Disposition, cash
(including any cash received by way of deferred payment pursuant to a
promissory note or otherwise, as and when received) received by the
Company or any of its Subsidiaries in connection with and as consideration
therefor, on or after the date of consummation of such transaction, after
(i) deduction of Taxes payable in connection with or as a result of such
transaction, and (ii) payment of all usual and customary brokerage
commissions and all other reasonable fees and expenses related to such
transaction (including, without limitation, reasonable attorneys' fees and
closing costs incurred in connection with such transaction); provided,
however, in the case of Taxes that are deductible under clause (i) above,
but which Taxes have not actually been paid or are not yet payable, the
Company or any of its Subsidiaries selling such assets may deduct from the
cash proceeds an amount (the "Reserved Amount") equal to the amount
reserved in accordance with GAAP as a reasonable estimate for such Taxes
so long as, at the time such Taxes are actually paid, the amount, if any,
by which the Reserved Amount exceeds the Taxes actually paid shall
constitute additional Net Cash Proceeds of such Disposition.

          "Non-Extension Notice Date" has the meaning set forth in Section
3.01(b)(iii).

          "Note" means a promissory note executed by the Company in favor
of a Lender pursuant to Section 2.02 (b) or Section 11.07, in
substantially the form of Exhibit F hereto.

          "Notice of Borrowing" means a notice in substantially the form
of Exhibit A hereto.

          "Notice of Conversion/Continuation" means a notice in
substantially the form of Exhibit B hereto.

          "Obligations" means all advances, debts, liabilities,
obligations, covenants and duties arising under any Loan Document owing by
the Company or any Guarantor to any Lender, any Affiliate of a Lender, the
Administrative Agent, or any Indemnified Person, whether direct or
indirect (including those acquired by assignment), absolute or contingent,
due or to become due, now existing or hereafter arising, provided that all
references to the "Obligations" in the Loan Documents shall, in addition
to the foregoing, also include all present and future indebtedness,
liabilities and obligations of the Company or any Guarantor pursuant to
any Specified Swap Contract with any Lender or any Affiliate of a Lender
arising while such Person or its Affiliate is a Lender party to this
Agreement; in each case including interest and fees that accrue after the
commencement by or against any Loan Party or any Affiliate thereof of any
procedure under any Debtor Relief Law naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding.

          "Offshore Rate" means, for any Interest Period, with respect to
Offshore Rate Loans comprising part of the same Borrowing, the rate of
interest per annum determined by the Administrative Agent as follows:

     Offshore Rate =                LIBOR
                      ------------------------------------
                      1.00 - Eurodollar Reserve Percentage
     Where

          "Eurodollar Reserve Percentage" means for any day for any
Interest Period the reserve percentage (expressed as a decimal, carried
over to five decimal places) in effect on such day (whether or not
applicable to any Lender) under regulations issued from time to time by
the FRB for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with
respect to Eurocurrency funding (currently referred to as "Eurocurrency
liabilities"); and

          "LIBOR" means, for such Interest Period:

          (a)     the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of
the Telerate screen (or any successor thereto) that displays an average
British Bankers Association Interest Settlement Rate for deposits in
Dollars (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, or

          (b)     in the event the rate referenced in the preceding
subsection (a) does not appear on such page or service or such page or
service shall cease to be available, the rate per annum equal to the rate
determined by the Administrative Agent to be the offered rate on such
other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars (for delivery
on the first day of such Interest Period) with a term equivalent to such
Interest Period, determined as of approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, or

          (c)     in the event the rates referenced in the preceding
subsections (a) and (b) are not available, the rate per annum determined
by the Administrative Agent as the rate of interest at which deposits in
Dollars for delivery on the first day of such Interest Period in same day
funds in the approximate amount of the Offshore Rate Loan being made,
continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America's London Branch
to major banks in the offshore Dollar market at their request at
approximately 4:00 p.m. (London time) two Business Days prior to the first
day of such Interest Period.

The Offshore Rate shall be adjusted automatically as to all Offshore Rate
Loans then outstanding as of the effective date of any change in the
Eurodollar Reserve Percentage.

          "Offshore Rate Loan" means a Loan that bears interest based on
the Offshore Rate.

          "Operating Lease" means an operating lease determined in
accordance with GAAP.

          "Organization Documents" means, for any corporation, the
certificate or articles of incorporation, the bylaws, any certificate of
determination or instrument relating to the rights of preferred
shareholders of such corporation, any shareholder rights agreement, and
all applicable resolutions of the board of directors (or any committee
thereof) of such corporation.

          "Original Credit Agreement" is defined in the recitals hereof.

          "Other Taxes" means any present or future stamp, court or
documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the
execution, delivery, performance, enforcement or registration of, or
otherwise with respect to, this Agreement or any other Loan Documents.

          "Participant" has the meaning specified in Subsection 11.07(d).

          "PBGC" means the Pension Benefit Guaranty Corporation, or any
Governmental Authority succeeding to any of its principal functions under
ERISA.

          "Pension Plan" means any "employee pension benefit plan" (as
defined in Section 3(2) of ERISA) subject to Title IV of ERISA, other than
a Multiemployer Plan, which the Company or any of its Subsidiaries or any
of their respective ERISA Affiliates sponsors, maintains, or to which it
makes, is making, or is obligated to make contributions, or in the case of
a multiple employer plan (as described in Section 4064(a) of ERISA) has
made contributions at any time during the immediately preceding five (5)
plan years.

          "Permitted Liens" has the meaning set forth in Section 8.01.

          "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust,
unincorporated association, joint venture or Governmental Authority.

          "Phoenix Fuel" means Phoenix Fuel Co., Inc., an Arizona
corporation.

          "Plan" means an employee benefit plan (as defined in Section
3(3) of ERISA) established by the Company or any ERISA Affiliate.

          "Preferred Eligible Account Obligor" means any Person (a) from
which the Eligible Accounts Receivables are fully supported by a standby
letter of credit issued by a commercial bank organized under the laws of
the United States having an "A2/A" rating or better by Moody's and S&P,
respectively, or (b) that is major international oil or other company
rated "A2/A" or better by Moody's and S&P, respectively, or a Wholly-Owned
Subsidiary of such company whose obligations are guaranteed by such
company, and is identified by the Company on Schedule 1.01B hereof, as may
be amended from time to time with the approval of the Majority Lenders.

          "Principal Business" means (i) the business of the exploration
for, and development, acquisition, production, processing, marketing,
refining, storage and transportation of, hydrocarbons, (ii) any related
energy and natural resource business, (iii) any business currently engaged
in by the Company or its Subsidiaries, (iv) convenience stores, retail
service stations, truck stops and other public accommodations in
connection therewith and (v) any activity or business that is a reasonable
extension, development or expansion of any of the foregoing.

          "Pro Rata Share" means, as to any Lender at any time, the
percentage equivalent (expressed as a decimal, rounded to the ninth
decimal place) at such time of (a) such Lender's Commitment, divided by
(b) the combined Commitments of all Lenders.

          "Receivables" shall mean, as to the Company or any of its
Subsidiaries (other than "inactive" Subsidiaries), all accounts
receivable, whether billed or unbilled, arising out of the sale of
inventory in the ordinary course of business.

          "Refined Products" means all gasoline, diesel, aviation fuel,
fuel oil, propane, ethanol, transmix and other products processed, refined
or blended from Feedstocks and Intermediate Products valued at the lower
of cost or market prices.

          "Regulation T," "Regulation U" and "Regulation X" mean
Regulation T, Regulation U and Regulation X, respectively, of the Board of
Governors of the Federal Reserve System from time to time in effect and
shall include any successor or other regulations or official
interpretations of said Board of Governors relating to the subject matter
addressed therein.

          "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the partners, directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

          "Release" means any depositing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, migration, or disposing.

          "Reportable Event" means, any of the events set forth in Section
4043(c) of ERISA or the regulations thereunder, other than any such event
for which the 30-day notice requirement under ERISA has been waived in
regulations issued by the PBGC.

          "Requirement of Law" means, as to any Person, any law (statutory
or common), treaty, rule or regulation or determination of an arbitrator
or of a Governmental Authority, in each case applicable to or binding upon
the Person or any of its property or to which the Person or any of its
property is subject, including without limitation Environmental Laws.

          "Responsible Officer" means the chief executive officer, the
president, the chief financial officer, the chief accounting officer, the
controller, the treasurer, or any vice president or, with respect to
certification of resolutions or officer incumbency only, the secretary or
assistant secretary of the Company or its Subsidiaries, as the case may
be.  As used herein, "Responsible Officer" means a Responsible Officer of
the Company unless otherwise indicated.

          "Revolving Loan" has the meaning specified in Section 2.01.

          "S&P" means Standard & Poor's Ratings Services, a Division of
The McGraw-Hill Companies, Inc., and any successor thereto.

          "San Juan" means San Juan Refining Company, a New Mexico
corporation.

          "Scheduled Assets" means the assets listed on Schedule 8.02
hereto, which the Company has represented are not subject to any Liens
other than Liens in favor of the Lenders.

          "SEC" means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.

          "Security Agreement" means collectively each of the Third
Amended and Restated Pledge, Assignment and Security Agreements, the
Second Amended and Restated Pledge, Assignment and Security Agreement, and
the Amended and Restated Pledge, Assignment and Security Agreement,
substantially in the form of Exhibits I-1 and I-2 hereto, executed by the
Company and certain Subsidiaries in favor of the Administrative Agent and
the Lenders, as they may be amended, supplemented or otherwise modified
from time to time, and any other security agreements now or hereafter
delivered pursuant to this Agreement.

          "Senior Leverage Ratio" means, as of any date, the ratio of (a)
Consolidated Senior Indebtedness as of the determination date to (b)
Consolidated EBITDA for the four fiscal quarters ending on such date, or
if such date is not the last day of a fiscal quarter, ending on the last
day of the fiscal quarter most recently ended.

          "Significant Subsidiary" means (a) Giant Arizona, (b) San Juan,
(c) Phoenix Fuel, (d) Giant Yorktown, and (e) any other Subsidiary of the
Company having total assets at or immediately prior to the time in
question with a book value of $10,000,000 or more.

          "Solvent" means, as to any Person at any time, that (a) the fair
value of all of the property of such Person is greater than the amount of
such Person's liabilities (including disputed, contingent and unliquidated
liabilities) as such value is established and liabilities evaluated for
purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair
saleable value of all of the property of such Person is not less than the
amount that will be required to pay the probable liability of such Person
on its debts as they become absolute and matured; (c) such Person does not
intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities mature;
and (d) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person's
property would constitute unreasonably small capital.

          "Specified Swap Contracts" means all Swap Contracts made or
entered into at any time, or in effect at any time, whether directly or
indirectly, and whether as a result of assignment or transfer or
otherwise, between the Company or any Subsidiary and any Swap Provider,
which Swap Contract is or was intended by the Company or such Subsidiary
to have been entered into for purposes of mitigating interest rate risk
relating to any liabilities owed or credit facilities in effect and not
for the purposes of financing, speculation or taking a "market view"
(which intent shall conclusively be deemed to exist if the Company or such
Subsidiary so represents to the Swap Provider in writing).

          "Statoil" means Statoil Marketing & Trading (US) Inc.

          "Statoil Capital Expenditures" means capital expenditures made
by the Company or any Subsidiary for various upgrades to the Yorktown
Refinery for the processing of the higher acid crude oil supplied by
Statoil.

          "Statoil Commingled Inventories" means the commingled product or
mass resulting from the commingling (whether by blending, mixing,
processing or otherwise) of Eligible Refinery Hydrocarbon Inventory with
crude oil supplied by Statoil and that constitutes "Commingled
Inventories" within the meaning of the Statoil Intercreditor Agreement.
For purposes of calculation of the Borrowing Base, the value of Statoil
Commingled Inventories shall be equal to the product obtained by
multiplying (x) the applicable quantities of Statoil Commingled
Inventories (measured in Barrels in accordance with the Statoil Purchase
Agreement) by (y) the lowest price per Barrel of the lowest priced crude
oil (using the lower of cost or market value) included in Statoil
Commingled Inventories.  For purposes of clarity, the "lowest price" shall
be the absolute lowest figure and not the average of applicable prices
during the applicable time period.

          "Statoil Intercreditor Agreement" means that certain
Intercreditor Agreement dated as of February 9, 2004 between Statoil and
the Administrative Agent.

          "Statoil Purchase Agreement" means that certain Crude Oil
Purchase/Sale Agreement 2004/2008 between Statoil and Giant Yorktown, as
the same may be amended in compliance with the terms of this Agreement.

          "Statoil Segregated Inventories" means crude oil supplied by
Statoil to Giant Yorktown pursuant to the Statoil Purchase Agreement that
constitutes segregated, identifiable Statoil Inventories within the
meaning of the Statoil Intercreditor Agreement.  Statoil Segregated
Inventories shall at all times be excluded from Eligible Refinery
Hydrocarbon Inventory for purposes of calculation of the Borrowing Base,
but may otherwise be included within the Collateral (subject to the terms
of the Statoil Intercreditor Agreement).

          "Subordinated Notes" shall mean (i) the BNY 2002 Subordinated
Notes, (ii) the BNY 2004 Subordinated Notes, and (iii) notes issued in
refinancing of the BNY 2002 Subordinated Notes and/or the BNY 2004
Subordinated Notes, in each case in whole or in part, whether with the
same or different noteholders and the same or different indenture
trustees, provided that such other notes and refinancing notes (or the
indenture or note purchase agreement, as applicable) (x) contain
subordination terms at least as favorable to the Lenders as the BNY 2002
Subordinated Notes and/or the BNY 2004 Notes being refinanced, and (y)
contain other terms no more restrictive on the Company and its
Subsidiaries than the BNY 2002 Subordinated Notes and/or the BNY 2004
Subordinated Notes being refinanced, including refinancings thereof.
Notes shall not be considered "Subordinated Notes" unless and until the
Administrative Agent shall have received copies of the documentation
evidencing or relating to such notes evidencing the terms and conditions
of subordination required hereunder.

          "Subsidiary" of a Person means any corporation, association,
partnership, limited liability company, joint venture or other business
entity of which more than 50% of the voting stock, membership interests or
other equity interests (in the case of Persons other than corporations) is
owned or controlled directly or indirectly by the Person, or one or more
of the Subsidiaries of the Person, or a combination thereof.  Unless the
context otherwise clearly requires, references herein to a "Subsidiary"
refer to a Subsidiary of the Company.

          "Supplemental Guaranty" means an agreement, in substantially the
form attached to the Guaranty, pursuant to which the Person executing the
same elects to become a Guarantor for purposes of this Agreement and
agrees to perform all of the obligations of a Guarantor under, and to be
bound in all respects by the terms of, the Guaranty, as if said Person
were a signatory thereto.

          "Surety Instruments" means all letters of credit (including
standby), banker's acceptances, bank guaranties, shipside bonds, surety
bonds and similar instruments.

          "Swap Contract" means any agreement (including any master
agreement and any agreement, whether or not in writing, relating to any
single transaction) that is an interest rate swap agreement, basis swap,
forward rate agreement, commodity swap, commodity option, commodity
forward contract, equity or equity index swap or option, bond option,
interest rate option, forward foreign exchange agreement, rate cap, collar
or floor agreement, currency swap agreement, cross-currency rate swap
agreement, swap option, currency option or any other, similar agreement
(including any option to enter into any of the foregoing).

          "Swap Provider" means any Lender or any Affiliate of any Lender
that is at the time of determination party to a Swap Contract with the
Company or any Subsidiary.

          "Swap Termination Values" means, in respect of any one or more
Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, (a) for any
date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a),
the amount(s) determined as the mark-to-market value(s) for such Swap
Contracts, as determined based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such
Swap Contracts (which may include any Lender).

          "Taxes" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or other
charges imposed by any Governmental Authority, including interest,
additions to tax and penalties applicable thereto.

          "Termination Date" means the earlier of (a) July 13, 2007, or
(b) the date on which the Commitments terminate in accordance with the
provisions of this Agreement.

          "Total Capitalization" means, as of any date, the sum of (a)
Consolidated Funded Indebtedness as of the determination date, plus (b)
Consolidated Net Worth as of the determination date.

          "UCC" means the Uniform Commercial Code as adopted in the State
of New York.

          "Unfunded Pension Liability" means the excess of a Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current
value of that Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for
the applicable plan year.

          "United States" and "U.S." each mean the United States of
America.

          "Unreimbursed Amount" has the meaning set forth in Section
3.01(c)(i).

          "Wholly-Owned Subsidiary" means any corporation in which (other
than directors' qualifying shares required by law) 100% of the capital
stock of each class having ordinary voting power at the time as of which
any determination is being made, is owned, beneficially and of record, by
the Company, or by one or more of the other Wholly-Owned Subsidiaries, or
both.

          "Yorktown Asset Purchase Agreement" means the Asset Purchase
Agreement, dated as of February 8, 2002, between the Company (and assigned
to Giant Yorktown) and the Yorktown Seller, with such amendments as may be
satisfactory to the Administrative Agent and the Majority Lenders.

          "Yorktown Intercreditor Agreement" means the Intercreditor
Agreement dated as of December 20, 2002, among the Company, the
Administrative Agent, the collateral agent under the Yorktown Term Loan
Agreement, Giant Yorktown, and the Guarantors, as amended by the First
Amendment dated as of January 31, 2003.

          "Yorktown Refinery" means the refinery located in or near
Yorktown, Virginia, and the land and other real estate appurtenant
thereto, acquired by Giant Yorktown pursuant to the Yorktown Asset
Purchase Agreement.

          "Yorktown Seller" means BP Corporation North America Inc., an
Indiana corporation, and BP Products North America Inc., a Maryland
corporation, collectively the "Seller" under the Yorktown Asset Purchase
Agreement.

          "Yorktown Term Loan Agreement" means the Loan Agreement dated as
of May 14, 2002 among Giant Yorktown, as borrower, Wells Fargo Bank
Nevada, National Association, as collateral agent, and the lenders parties
thereto, as amended by the First Amendment dated as of May 20, 2002, by
the Second Amendment dated as of October 20, 2002, the Third Amendment
dated as of December 20, 2002, and the Fourth Amendment dated as of
February 9, 2004.

     1.02     Other Interpretive Provisions.  The meanings of defined
terms are equally applicable to the singular and plural forms of the
defined terms.  Unless otherwise specified or the context clearly requires
otherwise, the words "hereof," "herein," "hereunder" and similar words
refer to this Agreement as a whole and not to any particular provision of
this Agreement; and subsection, Section, Schedule and Exhibit references
are to this Agreement.  The term "documents" includes any and all
instruments, documents, agreements, certificates, indentures, notices and
other writings, however evidenced.  The term "including" is not limiting
and means "including without limitation."  In the computation of periods
of time from a specified date to a later specified date, the word "from"
means "from and including"; the words "to" and "until" each mean "to but
excluding," and the word "through" means "to and including."  Unless
otherwise expressly provided herein, (a) references to agreements
(including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications
thereto, but only to the extent such amendments and other modifications
are not prohibited by the terms of any Loan Document, and (b) references
to any statute or regulation are to be construed as including all
statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting the statute or regulation.  The captions and
headings of this Agreement are for convenience of reference only and shall
not affect the interpretation of this Agreement.  This Agreement and other
Loan Documents may use several different limitations, tests or
measurements to regulate the same or similar matters.  All such
limitations, tests and measurements are cumulative and shall each be
performed in accordance with their terms.  This Agreement and the other
Loan Documents are the result of negotiations among and have been reviewed
by counsel to the Administrative Agent, the Company and the other parties,
and are the products of all parties.  Accordingly, they shall not be
construed against the Lenders or the Administrative Agent merely because
of the Administrative Agent's or Lenders' involvement in their
preparation.

     1.03     Accounting Principles.

          (a)     Unless the context otherwise clearly requires, all
accounting terms not expressly defined herein shall be construed, and all
financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.  References to "consolidated,"
when it precedes any accounting term, means such term as it would apply to
the Company and its Subsidiaries on a consolidated basis, determined in
accordance with GAAP.

          (b)     If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Majority Lenders shall so request,
the Administrative Agent, the Lenders and the Company shall negotiate in
good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of
the Majority Lenders); provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to
such change therein and (ii) the Company shall provide to the
Administrative Agent and the Lenders financial statements and other
documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in
GAAP.
          (c)     References herein to "fiscal year" and "fiscal quarter"
refer to such fiscal periods of the Company.

     1.04     Letter of Credit Amounts.  Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be
the stated amount of such Letter of Credit in effect at such time;
provided, however, that with respect to any Letter of Credit that, by its
terms or the terms of any L/C-Related Document related thereto, provides
for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the maximum stated
amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.

                             ARTICLE II
                             THE CREDITS

     2.01     Amounts and Terms of Commitments.  Each Lender severally
agrees, on the terms and conditions set forth herein, to make Loans to the
Company (each such loan, a "Revolving Loan") from time to time on any
Business Day during the period from the Closing Date to the Termination
Date, in an aggregate amount not to exceed at any time outstanding the
lesser of the following:  (i) the amount set forth on Schedule 2.01 (such
amount, as the same may be reduced under Section 2.05 or as a result of
one or more assignments under Section 11.07, the Lender's "Commitment")
and (ii) the Lender's Pro Rata Share of the current Borrowing Base;
provided, however, that, after giving effect to any Borrowing of Revolving
Loans, the Effective Amount of all outstanding Revolving Loans, together
with the Effective Amount of all L/C Obligations, shall not at any time
exceed the combined Commitments of all of the Lenders.  Within the limits
of each Lender's Commitment, and subject to the other terms and conditions
of this Agreement, the Company may borrow under this Section 2.01, prepay
under Section 2.06 and reborrow under this Section 2.01.

     2.02     Loan Accounts.

          (a)     The Loans made by each Lender shall be evidenced by one
or more loan accounts or records maintained by such Lender in the ordinary
course of business.  The loan accounts or records maintained by the
Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Loans made by the Lenders to the Company and
the interest and payments thereon.  Any failure so to record or any error
in doing so shall not, however, limit or otherwise affect the obligation
of the Company hereunder to pay any amount owing with respect to the
Loans.

          (b)     Upon the request of any Lender made through the
Administrative Agent, the Loans made by such Lender may be evidenced by
one or more Notes, instead of or in addition to loan accounts.  Each such
Lender may endorse on the schedules annexed to its Note(s) the date,
amount and maturity of each Loan made by it and the amount of each payment
of principal made by the Company with respect thereto.  Each such Lender
is irrevocably authorized by the Company to endorse its Note(s) and each
Lender's record shall be conclusive absent manifest error; provided,
however, that the failure of a Lender to make, or an error in making, a
notation thereon with respect to any Loan shall not limit or otherwise
affect the obligations of the Company hereunder or under any such Note to
such Lender.

     2.03     Procedure for Borrowing.

          (a)     Each Borrowing of Revolving Loans shall be made upon the
Company's irrevocable written notice delivered to the Administrative Agent
in the form of a Notice of Borrowing, which notice must be received by the
Administrative Agent prior to 10:00 a.m. (Dallas, Texas time) (i) three
Business Days prior to the requested Borrowing Date, in the case of
Offshore Rate Loans and (ii) one Business Day prior to the requested
Borrowing Date, in the case of Base Rate Loans, specifying:  (A) the
amount of the Borrowing, which shall be in an aggregate minimum amount of
$2,000,000 or any multiple of $1,000,000 in excess thereof; (B) the
requested Borrowing Date, which shall be a Business Day; (C) the Interest
Rate Type of Loans comprising the Borrowing; and (D) the duration of the
Interest Period applicable to such Loans included in such notice.  If the
Notice of Borrowing fails to specify the duration of the Interest Period
for any Borrowing comprised of Offshore Rate Loans, such Interest Period
shall be three months.

          (b)     The Administrative Agent will promptly notify each
Lender of its receipt of any Notice of Borrowing and of the amount of such
Lender's Pro Rata Share of that Borrowing.

          (c)     Each Lender will make the amount of its Pro Rata Share
of each Borrowing available to the Administrative Agent for the account of
the Company at the Administrative Agent's Payment Office by 12:00 noon
(Dallas, Texas time) on the Borrowing Date requested by the Company in
funds immediately available to the Administrative Agent.  The proceeds of
all such Loans will then be made available to the Company by the
Administrative Agent by wire transfer in accordance with written
instructions provided to the Administrative Agent by the Company of like
funds as received by the Administrative Agent.

          (d)     After giving effect to any Borrowing, there may not be
more than seven (7) different Interest Periods in effect.

     2.04     Conversion and Continuation Elections.

          (a)     The Company may, upon irrevocable written notice to the
Administrative Agent in accordance with Subsection 2.04(b):  (i) elect, as
of any Business Day, in the case of Base Rate Loans, or as of the last day
of the applicable Interest Period, in the case of Offshore Rate Loans, to
convert any such Loans (or any part thereof in an amount not less than
$2,000,000, or that is in an integral multiple of $1,000,000 in excess
thereof) into Loans of any other Interest Rate Type; or (ii) elect as of
the last day of the applicable Interest Period, to continue any Revolving
Loans having Interest Periods expiring on such day (or any part thereof in
an amount not less than $2,000,000, or that is in an integral multiple of
$1,000,000 in excess thereof); provided, that if at any time the aggregate
amount of Offshore Rate Loans in respect of any Borrowing is reduced, by
payment, prepayment, or conversion of part thereof to be less than
$2,000,000, such Offshore Rate Loans shall automatically convert into Base
Rate Loans, and on and after such date the right of the Company to
continue such Loans as, and convert such Loans into, Offshore Rate Loans
shall terminate.

          (b)     The Company shall deliver a Notice of
Conversion/Continuation to be received by the Administrative Agent not
later than 10:00 a.m. (Dallas, Texas time) at least (i) three Business
Days in advance of the Conversion/Continuation Date, if the Loans are to
be converted into or continued as Offshore Rate Loans; and (ii) one
Business Day in advance of the Conversion/Continuation Date, if the Loans
are to be converted into Base Rate Loans, specifying:  (A) the proposed
Conversion/Continuation Date; (B) the aggregate amount of Loans to be
converted or continued; (C) the Interest Rate Type of Loans resulting from
the proposed conversion or continuation; and (D) other than in the case of
conversions into Base Rate Loans, the duration of the requested Interest
Period.

          (c)     If upon the expiration of any Interest Period applicable
to Offshore Rate Loans, the Company has failed to select timely a new
Interest Period to be applicable to Offshore Rate Loans, or if any Default
or Event of Default then exists, the Company shall be deemed to have
elected to convert such Offshore Rate Loans into Base Rate Loans effective
as of the expiration date of such Interest Period.

          (d)     The Administrative Agent will promptly notify each
Lender of its receipt of a Notice of Conversion/Continuation, or, if no
timely notice is provided by the Company, the Administrative Agent will
promptly notify each Lender of the details of any automatic conversion.
All conversions and continuations shall be made ratably according to the
respective outstanding principal amounts of the Loans with respect to
which the notice was given held by each Lender.

          (e)     Unless the Majority Lenders otherwise agree, during the
existence of a Default or Event of Default, the Company may not elect to
have a Loan converted into or continued as an Offshore Rate Loan.

          (f)     After giving effect to any conversion or continuation of
Loans, there may not be more than seven (7) different Interest Periods in
effect.

     2.05     Termination or Reduction of Commitments.

          (a)     Voluntary Termination or Reduction. The Company may,
upon not less than five Business Days' prior notice to the Administrative
Agent, terminate the Commitments, or permanently reduce the Commitments
(and, correspondingly, as applicable, the L/C Commitment) by an aggregate
minimum amount of $2,000,000.00 or any multiple of $1,000,000.00 in excess
thereof, unless, after giving effect thereto and to any prepayments of
Loans made on the effective date thereof, (i) the Effective Amount of all
Revolving Loans and L/C Obligations together would exceed the amount of
the combined Commitments then in effect, or (ii) the Effective Amount of
all L/C Obligations then outstanding would exceed the amount of the L/C
Commitment then in effect. Once reduced in accordance with this
subsection, the Commitments may not be increased.

          (b)     Additional Provisions.  Each reduction in aggregate
Commitments pursuant to paragraph (a) above shall be applied to each
Lender according to its Pro Rata Share. All accrued Commitment Fees on the
amount of the Commitments so terminated or reduced, Letter of Credit Fees,
and Fronting Fees to, but not including, the effective date of any
reduction or termination of Commitments, shall be paid by the Company on
the effective date of such reduction or termination.

     2.06     Optional Prepayments.  Subject to Section 4.04, the Company
may, at any time or from time to time, upon irrevocable notice to the
Administrative Agent, not less than three (3) Business Days for Offshore
Rate Loans and one (1) Business Day for Base Rate Loans, ratably as to
each Lender, prepay Loans in whole or in part, in minimum amounts of
$2,000,000 or any multiple of $1,000,000 in excess thereof.  Such notice
of prepayment shall specify the date and amount of such prepayment and the
Interest Rate Type(s) of Loans to be prepaid.  The Administrative Agent
will promptly notify each Lender of its receipt of any such notice, and of
such Lender's Pro Rata Share of such prepayment.  If such notice is given
by the Company, the Company shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to each such date on the
amount prepaid and any amounts required pursuant to Section 4.04.

     2.07     Borrowing Base Determinations; Mandatory Prepayments of
Loans.

          (a)     The Borrowing Base shall be determined (x) biweekly on
the last Business Day of every other week at all times during which the
sum of the Effective Amount of Revolving Loans and the Effective Amount of
Letter of Credit Obligations is less than fifty percent (50%) of the
aggregate Commitments, and (y) weekly on the last Business Day of each
week at all times during which the sum of the Effective Amount of
Revolving Loans and the Effective Amount of Letter of Credit Obligations
is equal to or greater than 50% of the aggregate Commitments, in either
case by reference to the Borrowing Base Report delivered by the Company to
the Administrative Agent pursuant to Section 7.02(a).  The Borrowing Base
shall be subject to adjustment based upon the results of a field audit
pursuant to Section 7.10(c), and shall be equal to the sum of (i) eighty
percent (80%) of Eligible Refinery Hydrocarbon Inventory (except for (A)
Eligible Refinery Hydrocarbon Inventory at the Company's and its
Subsidiaries' service stations and cardlocks, and (B) Statoil Commingled
Inventories), plus (ii) fifty percent (50%) of Eligible Refinery
Hydrocarbon Inventory at the Company's and its Subsidiaries' service
stations and cardlocks, plus (iii) sixty percent (60%) of the Lenders' Pro
Rata Share of Statoil Commingled Inventories (determined in accordance
with the Statoil Intercreditor Agreement), provided, however, that if the
Company shall fail to be in compliance with Section 7.03(k) or Section
8.18 of this Credit Agreement, or if Statoil fails to comply with its
obligations under the Statoil Intercreditor Agreement in any material
respect, then in any such case, 0% of the Statoil Commingled Inventories,
plus (iv) fifty percent (50%) of Eligible Lubricants Inventory (the
Eligible Refinery Hydrocarbon Inventory and the Eligible Lubricants
Inventory hereafter referred to collectively as the "Inventory Component
of the Borrowing Base"), plus (v) ninety percent (90%) of Eligible
Accounts Receivable from Preferred Eligible Account Obligors, plus (vi)
eighty-five percent (85%) of Eligible Accounts Receivable from Eligible
Account Obligors other than Preferred Eligible Account Obligors, plus
(vii) at the option of the Company, 100% of Eligible Cash, minus 100% of
First Purchase Crude Payables.

          (b)     Notwithstanding the foregoing, the dollar amount of the
Inventory Component of the Borrowing Base shall not exceed 60% of the
Borrowing Base.

          (c)     If on any date the Effective Amount of all Revolving
Loans and the Effective Amount of all L/C Obligations together exceed the
Borrowing Base, the Company shall, without notice or demand, prepay the
outstanding principal amount of the Revolving Loans by an amount equal to
the applicable excess ("Mandatory Prepayment") and the provisions of
Section 4.05 shall be applicable.  If on any date after giving effect to
any Mandatory Prepayment made on such date pursuant to the preceding
sentence the Effective Amount of all L/C Obligations together exceed the
Borrowing Base, the Company shall immediately Cash Collateralize on such
date the outstanding Letters of Credit in an amount equal to the amount by
which the Effective Amount of the L/C Obligations exceeds the Borrowing
Base.

          (d)     The Company shall prepay the Loans as required by
Sections 7.06(d) and (e) governing proceeds of insurance and condemnation.

2.08     Repayment.

          (a)     Principal.  The Company shall repay to the Lenders the
aggregate principal amount of Loans outstanding on the Termination Date.

          (b)     Interest.

               (i)     Subject to clause (iii) of this subsection 2.08(b),
each Revolving Loan shall bear interest on the outstanding principal
amount thereof from the applicable Borrowing Date at a rate per annum
equal to the lesser of (A) the Offshore Rate or the Base Rate, as the case
may be, as selected by the Company or otherwise applicable to such
Revolving Loan in accordance with the terms and provisions hereof (subject
to the Company's right to convert to other Interest Rate Types of Loans
under Section 2.04), plus the Applicable Margin, or (B) the Highest Lawful
Rate.

               (ii)     Interest on each Revolving Loan shall be paid in
arrears on each Interest Payment Date.  Interest shall also be paid on the
date of any prepayment of Loans under Section 2.06 or 2.07 for the portion
of the Loans so prepaid and upon payment (including prepayment) in full
thereof and, during the existence of any Event of Default, interest shall
be paid on demand of the Administrative Agent at the request or with the
consent of the Majority Lenders.

               (iii)     Notwithstanding clause (i) of this subsection
2.08(b), while any Event of Default exists or after acceleration, the
Company shall pay interest (after as well as before entry of judgment
thereon to the extent permitted by law) on the principal amount of all
outstanding Loans, at a rate per annum equal to the lesser of (A) the
Highest Lawful Rate and (B) the per annum rate equal to the rate set forth
in clause (i) of this subsection 2.08(b) plus two percent (2%) per annum.

     2.09     Fees.  In addition to certain fees described in Section
3.08:

          (a)     Arrangement, Agency Fees.  The Company shall pay an
arrangement fee to the Arranger for the Arranger's own account, and shall
pay an agency fee to the Administrative Agent for the Administrative
Agent's own account, as required by the letter agreement ("Fee Letter")
between the Company and the Arranger and Administrative Agent dated May
17, 2004.

          (b)     Commitment Fees.  The Company shall pay to the
Administrative Agent for the account of each Lender a commitment fee (the
"Commitment Fee") on the average daily unused portion of such Lender's
Commitment, computed on a quarterly basis in arrears on the last Business
Day of each calendar quarter based upon the daily utilization for that
quarter as calculated by the Administrative Agent, equal to the percent
per annum set forth in Schedule 2.02 corresponding to the applicable
pricing level determined in accordance therewith.  For purposes of
calculating utilization under this subsection, the Commitments shall be
deemed used to the extent of the Effective Amount of Revolving Loans then
outstanding, plus the Effective Amount of L/C Obligations then
outstanding.  Such Commitment Fee shall accrue from the Execution Date to
the Termination Date and shall be due and payable quarterly in arrears on
the last Business Day of each quarter commencing on September 30, 2004
through the Termination Date, with the final payment to be made on the
Termination Date; provided that, in connection with any reduction or
termination of Commitments under Section 2.05, the accrued Commitment Fee
calculated for the period ending on such date shall also be paid on the
date of such reduction or termination, with the following quarterly
payment being calculated on the basis of the period from such reduction or
termination date to such quarterly payment date.  The Commitment Fee
provided in this subsection shall accrue at all times after the above-
mentioned commencement date, including at any time during which one or
more conditions in Article V are not met.

     2.10     Computation of Fees and Interest.

          (a)     All computations of interest for Base Rate Loans when
the Base Rate is determined by Bank of America's "reference rate" shall be
made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed.  All other computations of fees and interest shall be
made on the basis of a 360-day year and actual days elapsed (which results
in more interest being paid than if computed on the basis of a 365-day
year).  Interest and fees shall accrue during each period during which
interest or such fees are computed from the first day thereof to the last
day thereof.

          (b)     Each determination of an interest rate by the
Administrative Agent shall be conclusive and binding on the Company and
the Lenders in the absence of manifest error.

     2.11     Payments by the Company.

          (a)     All payments to be made by the Company shall be made
without condition or deduction for any defense, set-off, recoupment or
counterclaim.  Except as otherwise expressly provided herein, all payments
by the Company shall be made to the Administrative Agent for the account
of the Lenders at the Administrative Agent's Payment Office, and shall be
made in dollars and in immediately available funds, no later than 11:00
a.m. (Dallas, Texas time) on the date specified herein.  The
Administrative Agent will promptly distribute to each Lender its Pro Rata
Share (or other applicable share as expressly provided herein) of such
payment in like funds as received.  Any payment received by the
Administrative Agent later than 11:00 a.m. (Dallas, Texas time) shall be
deemed to have been received on the following Business Day and any
applicable interest or fee shall continue to accrue.

          (b)     Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than
a Business Day, such payment shall be made on the following Business Day,
and such extension of time shall in such case be included in the
computation of interest or fees, as the case may be.

          (c)     Unless the Administrative Agent receives notice from the
Company prior to the date on which any payment is due to the Lenders that
the Company will not make such payment in full as and when required, the
Administrative Agent may assume that the Company has made such payment in
full to the Administrative Agent on such date in immediately available
funds and the Administrative Agent may (but shall not be so required), in
reliance upon such assumption, distribute to each Lender on such due date
an amount equal to the amount then due such Lender.  If and to the extent
the Company has not made such payment in full to the Administrative Agent,
each Lender shall repay to the Administrative Agent on demand such amount
distributed to such Lender, together with interest thereon at the Federal
Funds Rate for each day from the date such amount is distributed to such
Lender until the date repaid.

     2.12     Funding by Lenders; Presumption by Administrative Agent.

          (a)     Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's
share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with
Section 2.02 and may, in reliance upon such assumption, make available to
the Company a corresponding amount.  In such event, if a Lender has not in
fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Company severally
agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in immediately available funds with interest thereon,
for each day from and including the date such amount is made available to
the Company to but excluding the date of payment to the Administrative
Agent, at (a) in the case of a payment to be made by such Lender, the
greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on
interbank compensation and (b) in the case of a payment to be made by the
Company, the interest rate applicable to Base Rate Loans.  If the Company
and such Lender shall pay such interest to the Administrative Agent for
the same or an overlapping period, the Administrative Agent shall promptly
remit to the Company the amount of such interest paid by the Company for
such period.  If such Lender pays its share of the applicable Borrowing to
the Administrative Agent, then the amount so paid shall constitute such
Lender's Loan included in such Borrowing.  Any payment by the Company
shall be without prejudice to any claim the Company may have against a
Lender that shall have failed to make such payment to the Administrative
Agent.

          (b)     The obligations of the Lenders hereunder to make Loans,
to fund participations in Letters of Credit and to make payments pursuant
to Section 11.05(c) are several and not joint.  The failure of any Lender
to make any Loan, to fund any such participation or to make any payment
under Section 11.05(c) on any date required hereunder shall not relieve
any other Lender of its corresponding obligation to do so on such date,
and no Lender shall be responsible for the failure of any other Lender to
so make its Loan, to purchase its participation or to make its payment
under Section 11.05(c).

     2.13     Sharing of Payments, Etc.  If, other than as expressly
provided elsewhere herein, any Lender shall obtain on account of the Loans
made by it any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) in excess of its Pro Rata
Share, such Lender shall immediately (a) notify the Administrative Agent
of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them as shall be necessary to cause such purchasing
Lender to share the excess payment pro rata with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender, such purchase shall to that extent
be rescinded and each other Lender shall repay to the purchasing Lender
the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the
amount of such paying Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount so
recovered.  The Company agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off,
but subject to Section 11.09) with respect to such participation as fully
as if such Lender were the direct creditor of the Company in the amount of
such participation.  The Administrative Agent will keep records (which
shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify
the Lenders following any such purchases or repayments.

     2.14     Security and Guaranty.

          (a)     All Obligations of the Company and the Guarantors under
this Agreement, the Notes, the Guaranty and all other Loan Documents shall
be secured in accordance with the Collateral Documents.  The Liens created
by the Collateral Documents shall also secure Obligations under Specified
Swap Contracts.

          (b)     All Obligations of the Company under this Agreement,
each of the Notes and all other Loan Documents shall be unconditionally
guaranteed by the Guarantors pursuant to the Guaranty.

     2.15     Concentration Account; Control over Accounts After Event of
Default.

          (a)     The Administrative Agent shall maintain an account
styled "Giant Industries Concentration Account" (the "Concentration
Account").  The Concentration Account shall be a blocked account from
which only authorized officers of the Administrative Agent may withdraw or
authorize withdrawal of funds.  Pursuant to the terms of the Deposit
Account Control Agreements and the Investment Account Control Agreements,
Depository Banks and, to the extent applicable, the Brokers must transfer
funds on deposit in the Deposit Accounts (as defined in the Deposit
Account Control Agreements) and the Investment Accounts (as defined in the
Investment Account Control Agreements) to the Concentration Account upon
receipt of notice from the Administrative Agent.  The Administrative Agent
is authorized to give such notice as provided in clause (f) below.

          (b)     All amounts on deposit in the Concentration Account
shall be held by the Administrative Agent as collateral for the payment
and performance of the Obligations.  The Administrative Agent shall have
exclusive dominion and control, including without limitation the exclusive
right of withdrawal, over the Concentration Account.  The Administrative
Agent shall permit the disbursal of funds from the Concentration Account,
upon the Company's request, to the Company or to an account designated by
the Company, in its sole discretion.

          (c)     The Concentration Account shall be a blocked, interest-
bearing account held by the Administrative Agent or any Affiliate of the
Administrative Agent upon such terms and in such type of account as
customary at that depository institution.  The Company shall pay any fees
charged by such depository institution which fees are of the type
customarily charged by such institution with respect to such accounts, and
if such fees are not paid by the Company, the institution holding the
Concentration Account may deduct them from such account.

          (d)     The Company hereby irrevocably authorizes the
Administrative Agent to apply funds in the Concentration Account as
follows, in such order as may be designated by the Administrative Agent:
(i) to payment of costs and expenses required to be paid to the
Administrative Agent pursuant to Section 11.04, and (ii) to payment or
prepayment of principal of and interest on the Loans, and (iii) to payment
of any other Obligations; provided that if the maturity of the Loans has
been accelerated, amounts on deposit in the Concentration Account shall be
applied in accordance with Section 9.03 of this Agreement.  The provisions
of Section 4.05 shall apply to prepayments made pursuant to this Section
2.15.

          (e)     As security for the payment of all Obligations, the
Company hereby grants, conveys, assigns, pledges, sets over and transfers
to the Administrative Agent, and creates in the Administrative Agent's
favor a Lien on, and security interest, in (i) the Concentration Account,
(ii) all contract rights, claims and privileges in respect of the
Concentration Account, and (iii) all money, cash, checks, instruments,
securities, security entitlements, and other items of value now or
hereafter paid, deposited in, credited to, held in (whether for
collection, provisionally or otherwise) or otherwise in the possession or
under the control of, or in transit to, the depository institution holding
the Concentration Account, together with all proceeds thereof.  At any
time and from time to time, upon the Administrative Agent's request, the
Company promptly shall execute and deliver any and all such further
instruments and documents as may be necessary, appropriate or desirable in
the Administrative Agent's judgment to obtain the full benefits (including
perfection and priority) of the security interest created or intended to
be created by this Subsection 2.15 and of the rights and powers herein
granted.

          (f)     At any time after the occurrence of an Event of Default,
(i) the Administrative Agent may, or upon the direction of the Majority
Banks shall, give a Control Notice to each Depository Bank and each
Broker, (ii) the Administrative Agent may take such other action as it
deems necessary or desirable in order to establish the sole dominion and
control of the Administrative Agent over all deposit accounts and all
investment accounts of the Company and its Subsidiaries, and (iii) the
Company shall execute all documents and take such actions as shall be
requested by the Administrative Agent in order to establish the sole
dominion and control of the Administrative Agent over all deposit accounts
and investment accounts of the Company and its Subsidiaries.  A "Control
Notice" means notice by the Administrative Agent to a Depository Bank or
Broker instructing such Depository Bank or Broker to do one or both of the
following: (x) cease permitting the Company and its Subsidiaries from
having access to the deposit accounts or investment accounts held by such
Depository Bank or Broker, and (y) sweep balances in such deposit accounts
or investment accounts daily into the Concentration Account.

     2.16     Increase in Commitments

          (a)     Request for Increase.  Provided there exists no Default
or Event of Default, upon notice to the Administrative Agent (which shall
promptly notify the Lenders), the Company may, on a one-time basis,
request an increase in the aggregate Commitments by an amount not
exceeding $25,000,000; provided, that any such request for an increase
shall be in a minimum amount of $5,000,000.  At the time of sending such
notice, the Company (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond
(which shall in no event be less than ten (10) Business Days from the date
of delivery of such notice to the Lenders).

          (b)     Lender Elections to Increase.  Each Lender shall notify
the Administrative Agent within such time period whether or not it agrees
to increase its Commitment and, if so, whether by an amount equal to,
greater than, or less than its Pro Rata Share of such requested increase.
Any Lender not responding within such time period shall be deemed to have
declined to increase its Commitment.

          (c)     Notification by Administrative Agent; Additional
Lenders.  The Administrative Agent shall notify the Company and each
Lender of the Lenders' responses to each request made hereunder.  To
achieve the full amount of a requested increase and subject to the
approval of the Administrative Agent and the Issuing Bank (which approvals
shall not be unreasonably withheld), the Company may also invite
additional Eligible Assignees to become Lenders pursuant to a joinder
agreement in form and substance satisfactory to the Administrative Agent
and its counsel.

          (d)     Effective Date and Allocations.  If the aggregate
Commitments are increased in accordance with this Section, the
Administrative Agent and the Company shall determine the effective date
(the "Increase Effective Date") and the final allocation of such increase.
The Administrative Agent shall promptly notify the Company and the Lenders
of the final allocation of such increase and the Increase Effective Date.

          (e)     Conditions to Effectiveness of Increase.  As a condition
precedent to such increase, the Company shall deliver to the
Administrative Agent a certificate of each Loan Party dated as of the
Increase Effective Date signed by a Responsible Officer of such Loan Party
(i) certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase, and (ii) in the case of the
Company, certifying that, before and after giving effect to such increase,
(A) the representations and warranties contained in Article VI and the
other Loan Documents are true and correct on and as of the Increase
Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are
true and correct as of such earlier date, and except that for purposes of
this Section 2.16, the representations and warranties contained in Section
6.11 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) no
Default or Event of Default exists.  To the extent necessary to keep the
outstanding Revolving Loans ratable with any revised Pro Rata Shares
arising from any nonratable increase in the Commitments under this
Section, the Company shall prepay Revolving Loans outstanding on the
Increase Effective Date and/or assignments shall be made among the
Lenders, pursuant to arrangements satisfactory to the Administrative
Agent, and the Company shall pay any additional amounts required pursuant
to Section 4.05.

          (f)     Conflicting Provisions.  This Section shall supersede
any provisions in Sections 2.13 or 11.01 to the contrary.

          (g)     Increase in L/C Commitment.  Upon the prior written
request of the Company, and with the prior written consent of the
Administrative Agent and the Issuing Bank, the L/C Commitment may be
increased from time to time; provided, that each such increase shall be in
a minimum amount of $5,000,000, or any multiple of $1,000,000 in excess
thereof; and provided further, that the L/C Commitment may not be
increased to an amount in excess of the aggregate Commitments.  The
Administrative Agent shall provide Lenders written notice at least five
(5) days in advance of any such increase in the L/C Commitment.

                            ARTICLE III
                       THE LETTERS OF CREDIT

     3.01     Letters of Credit.

          (a)     The Letter of Credit Commitment.

               (i)     Subject to the terms and conditions set forth
herein, (A) the Issuing Bank agrees, in reliance upon the agreements of
the Lenders set forth in this Section 3.01, (1) from time to time on any
Business Day during the period from the Closing Date until the Termination
Date, to issue Letters of Credit for the account of the Company, and to
amend or extend Letters of Credit previously issued by it, in accordance
with subsection (b) below, and (2) to honor drawings under the Letters of
Credit; and (B) the Lenders severally agree to participate in Letters of
Credit issued for the account of the Company and any drawings thereunder;
provided, that after giving effect to the issuance of any Letter of
Credit, (x) the Effective Amount of all L/C Obligations plus the Effective
Amount of all Revolving Loans shall not exceed the lesser of (I) the
combined Commitments and (II) the Borrowing Base, (y) the aggregate
Effective Amount of the Revolving Loans of any Lender, plus such Lender's
Pro Rata Share of the Effective Amount of all L/C Obligations, shall not
exceed such Lender's Commitment, and (z) the Effective Amount of the L/C
Obligations shall not exceed the L/C Commitment.  Each request by the
Company for the issuance or amendment of a Letter of Credit shall be
deemed to be a representation by the Company that such issuance or
amendment so requested complies with the conditions set forth in the
proviso to the preceding sentence.  Within the foregoing limits, and
subject to the terms and conditions hereof, the Company's ability to
obtain Letters of Credit shall be fully revolving, and accordingly the
Company may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit that have expired or that have been drawn upon
and reimbursed.

               (ii)     The Issuing Bank shall not issue any Letter of
Credit if:

                    (A)     the expiry date of such requested Letter of
Credit would occur more than twelve months after the date of issuance or
last extension, unless the Majority Lenders have approved such expiry
date; or

                    (B)     the expiry date of such requested Letter of
Credit would occur after the Termination Date, unless the Company has
agreed to Cash Collateralize such Letter of Credit in accordance with
Section 3.01(g).  In no event will the expiry date of any Letter of Credit
occur more than twelve months after the Termination Date.

               (iii)     The Issuing Bank shall not be under any
obligation to issue any Letter of Credit if:

                    (A)     any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin
or restrain the Issuing Bank from issuing such Letter of Credit, or any
law applicable to the Issuing Bank or any request or directive (whether or
not having the force of law) from any Governmental Authority with
jurisdiction over the Issuing Bank shall prohibit, or request that the
Issuing Bank refrain from, the issuance of letters of credit generally or
such Letter of Credit in particular or shall impose upon the Issuing Bank
with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which the Issuing Bank is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall impose upon the
Issuing Bank any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the Issuing Bank in good faith
deems material to it;

                    (B)     the issuance of such Letter of Credit would
violate one or more policies of the Issuing Bank;

                    (C)     such Letter of Credit is issued to support
workman's compensation liabilities and the stated amount is more than
$1,750,000;

                    (D)     such Letter of Credit is to be denominated in
a currency other than Dollars; or

                    (E)     a default of any Lender's obligations to fund
under Section 3.01(c) exists or any Lender is at such time a Defaulting
Lender hereunder, unless the Issuing Bank has entered into satisfactory
arrangements with the Company or such Lender to eliminate the Issuing
Bank's risk with respect to such Lender.

              (iv)     The Issuing Bank shall not amend any Letter of
Credit if the Issuing Bank would not be permitted at such time to issue
such Letter of Credit in its amended form under the terms hereof.

              (v)     The Issuing Bank shall be under no obligation to
amend any Letter of Credit if (A) the Issuing Bank would have no
obligation at such time to issue such Letter of Credit in its amended form
under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit.

              (vi)     The Issuing Bank shall act on behalf of the Lenders
with respect to any Letters of Credit issued by it and the documents
associated therewith, and the Issuing Bank shall have all of the benefits
and immunities (A) provided to the Administrative Agent in Article X with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit issued by it or proposed to be issued by
it and L/C-Related Documents pertaining to such Letters of Credit as fully
as if the term "Administrative Agent" as used in Article X included the
Issuing Bank with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the Issuing Bank.

          (b)     Procedures for Issuance and Amendment of Letters of
Credit; Auto-Extension Letters of Credit.

              (i)     Each Letter of Credit shall be issued or amended, as
the case may be, upon the request of the Company delivered to the Issuing
Bank (with a copy to the Administrative Agent) in the form of a L/C
Application, appropriately completed and signed by a Responsible Officer
of the Company.  Such L/C Application must be received by the Issuing Bank
and the Administrative Agent not later than 10:00 a.m. (Dallas, Texas
time) at least two Business Days (or such later date and time as the
Administrative Agent and the Issuing Bank may agree in a particular
instance in their sole discretion) prior to the proposed issuance date or
date of amendment, as the case may be.  In the case of a request for an
initial issuance of a Letter of Credit, such L/C Application shall specify
in form and detail satisfactory to the Issuing Bank: (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business
Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name
and address of the beneficiary thereof; (E) the documents to be presented
by such beneficiary in case of any drawing thereunder; (F) the full text
of any certificate to be presented by such beneficiary in case of any
drawing thereunder; and (G) such other matters as the Issuing Bank may
reasonably require.  In the case of a request for an amendment of any
outstanding Letter of Credit, such L/C Application shall specify in form
and detail satisfactory to the Issuing Bank (A) the Letter of Credit to be
amended; (B) the proposed date of amendment thereof (which shall be a
Business Day); (C) the nature of the proposed amendment; and (D) such
other matters as the Issuing Bank may reasonably require.  Additionally,
the Company shall furnish to the Issuing Bank and the Administrative Agent
such other documents and information pertaining to such requested Letter
of Credit issuance or amendment, including any L/C-Related Documents, as
the Issuing Bank or the Administrative Agent may reasonably require.

               (ii)     Promptly after receipt of any L/C Application, the
Issuing Bank will confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has received a copy of such L/C
Application from the Company and, if not, the Issuing Bank will provide
the Administrative Agent with a copy thereof.  Unless the Issuing Bank has
received written notice from any Lender, the Administrative Agent or any
Loan Party, at least one Business Day prior to the requested date of
issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article V shall not then be satisfied,
then, subject to the terms and conditions hereof, the Issuing Bank shall,
on the requested date, issue a Letter of Credit for the account of the
Company or enter into the applicable amendment, as the case may be, in
each case in accordance with the Issuing Bank's usual and customary
business practices.  Immediately upon the issuance of each Letter of
Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Bank a risk
participation in such Letter of Credit in an amount equal to the product
of such Lender's Pro Rata Share times the amount of such Letter of Credit.

               (iii)     If the Company so requests in any applicable L/C
Application, the Issuing Bank may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic extension provisions
(each, an "Auto-Extension Letter of Credit"); provided, that any such
Auto-Extension Letter of Credit must permit the Issuing Bank to prevent
any such extension at least once in each twelve-month period (commencing
with the date of issuance of such Letter of Credit) by giving prior notice
to the beneficiary thereof not later than a day (the "Non-Extension Notice
Date") in each such twelve-month period to be agreed upon at the time such
Letter of Credit is issued.  Unless otherwise directed by the Issuing
Bank, the Company shall not be required to make a specific request to the
Issuing Bank for any such extension.  Once an Auto-Extension Letter of
Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) the Issuing Bank to permit the extension of such
Letter of Credit at any time to an expiry date not later than the
Termination Date; provided, however, that the Issuing Bank shall not
permit any such extension if (A) the Issuing Bank has determined that it
would not be permitted, or would have no obligation, at such time to issue
such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions of clause (ii) or (iii) of Section
3.01(a) or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five (5) Business
Days before the Non-Extension Notice Date (1) from the Administrative
Agent that the Majority Lenders have elected not to permit such extension
or (2) from the Administrative Agent, any Lender or the Company that one
or more of the applicable conditions specified in Section 5.02 is not then
satisfied, and in each such case directing the Issuing Bank not to permit
such extension.

               (iv)     Promptly after its delivery of any Letter of
Credit or any amendment to a Letter of Credit to an advising bank with
respect thereto or to the beneficiary thereof, the Issuing Bank will also
deliver to the Company and the Administrative Agent a true and complete
copy of such Letter of Credit or amendment.

          (c)     Drawings and Reimbursements; Funding of Participations.

               (i)     Upon receipt from the beneficiary of any Letter of
Credit of any notice of a drawing under such Letter of Credit, the Issuing
Bank shall notify the Company and the Administrative Agent thereof.  Not
later than 10:00 a.m. (Dallas, Texas time) on the date of any payment by
the Issuing Bank under a Letter of Credit (each such date, an "Honor
Date"), the Company shall reimburse the Issuing Bank through the
Administrative Agent in an amount equal to the amount of such drawing.  If
the Company fails to so reimburse the Issuing Bank by such time, the
Administrative Agent shall promptly notify each Lender of the Honor Date,
the amount of the unreimbursed drawing (the "Unreimbursed Amount"), and
the amount of such Lender's Pro Rata Share thereof.  In such event, the
Company shall be deemed to have requested a Borrowing of Base Rate Loans
to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section
3.01 for the principal amount of Base Rate Loans, but subject to the
amount of the unutilized portion of the aggregate Commitments and the
conditions set forth in Section 5.02 (other than the delivery of a Notice
of Borrowing).  Any notice given by the Issuing Bank or the Administrative
Agent pursuant to this Section 3.01(c)(i) may be given by telephone if
immediately confirmed in writing; provided, that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.

               (ii)     Each Lender shall upon any notice pursuant to
Section 3.01(c)(i) make funds available to the Administrative Agent for
the account of the Issuing Bank at the Administrative Agent's Office in an
amount equal to its Pro Rata Share of the Unreimbursed Amount not later
than 12:00 noon (Dallas, Texas time) on the Business Day specified in such
notice by the Administrative Agent, whereupon, subject to the provisions
of Section 3.01(c)(iii), each Lender that so makes funds available shall
be deemed to have made a Base Rate Loan to the Company in such amount.
The Administrative Agent shall remit the funds so received to the Issuing
Bank.

               (iii)     With respect to any Unreimbursed Amount that is
not fully refinanced by a Borrowing of Base Rate Loans because the
conditions set forth in Section 4.02 cannot be satisfied or for any other
reason, the Company shall be deemed to have incurred from the Issuing Bank
an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the Default Rate.  In
such event, each Lender's payment to the Administrative Agent for the
account of the Issuing Bank pursuant to Section 3.01(c)(ii) shall be
deemed payment in respect of its participation in such L/C Borrowing and
shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 3.01.

               (iv)     Until each Lender funds its Revolving Loan or L/C
Advance pursuant to this Section 3.01(c) to reimburse the Issuing Bank for
any amount drawn under any Letter of Credit, interest in respect of such
Lender's Pro Rata Share of such amount shall be solely for the account of
the Issuing Bank.

               (v)     Each Lender's obligation to make Revolving Loans or
L/C Advances to reimburse the Issuing Bank for amounts drawn under Letters
of Credit, as contemplated by this Section 3.01(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A)
any setoff, counterclaim, recoupment, defense or other right which such
Lender may have against the Issuing Bank, the Company or any other Person
for any reason whatsoever; (B) the occurrence or continuance of a Default
or Event of Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that
each Lender's obligation to make Revolving Loans pursuant to this Section
3.01(c) is subject to the conditions set forth in Section 5.02 (other than
delivery by the Company of a Notice of Borrowing).  No such making of an
L/C Advance shall relieve or otherwise impair the obligation of the
Company to reimburse the Issuing Bank for the amount of any payment made
by the Issuing Bank under any Letter of Credit, together with interest as
provided herein.

               (vi)     If any Lender fails to make available to the
Administrative Agent for the account of the Issuing Bank any amount
required to be paid by such Lender pursuant to the foregoing provisions of
this Section 3.01(c) by the time specified in Section 3.01(c)(ii), the
Issuing Bank shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which
such payment is immediately available to the Issuing Bank at a rate per
annum equal to the greater of the Federal Funds Rate and a rate determined
by the Issuing Bank in accordance with banking industry rules on interbank
compensation.  A certificate of the Issuing Bank submitted to any Lender
(through the Administrative Agent) with respect to any amounts owing under
this clause (vi) shall be conclusive absent manifest error.

         (d)     Repayment of Participations.

               (i)     At any time after the Issuing Bank has made a
payment under any Letter of Credit and has received from any Lender such
Lender's L/C Advance in respect of such payment in accordance with Section
3.01(c), if the Administrative Agent receives for the account of the
Issuing Bank any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Company or otherwise,
including proceeds of Cash Collateral applied thereto by the
Administrative Agent), the Administrative Agent will distribute to such
Lender its Pro Rata Share thereof (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such
Lender's L/C Advance was outstanding) in the same funds as those received
by the Administrative Agent.

               (ii)     If any payment received by the Administrative
Agent for the account of the Issuing Bank pursuant to Section 3.01(c)(i)
is required to be returned under any of the circumstances described in
Section 11.06 (including pursuant to any settlement entered into by the
Issuing Bank in its discretion), each Lender shall pay to the
Administrative Agent for the account of the Issuing Bank its Pro Rata
Share thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned by such
Lender, at a rate per annum equal to the Federal Funds Rate from time to
time in effect.  The obligations of the Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this
Agreement.

          (e)     Obligations Absolute.  The obligation of the Company to
reimburse the Issuing Bank for each drawing under each Letter of Credit
and to repay each L/C Borrowing shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:

               (i)     any lack of validity or enforceability of such
Letter of Credit, this Agreement, or any other Loan Document;

               (ii)     the existence of any claim, counterclaim, setoff,
defense or other right that the Company or any Subsidiary may have at any
time against any beneficiary or any transferee of such Letter of Credit
(or any Person for whom any such beneficiary or any such transferee may be
acting), the Issuing Bank or any other Person, whether in connection with
this Agreement, the transactions contemplated hereby or by such Letter of
Credit or any agreement or instrument relating thereto, or any unrelated
transaction;

               (iii)     any draft, demand, certificate or other document
presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a
drawing under such Letter of Credit;

               (iv)     any payment by the Issuing Bank under such Letter
of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment
made by the Issuing Bank under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee
for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of
Credit, including any arising in connection with any proceeding under any
Debtor Relief Law; or

               (v)     any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Company or any Subsidiary.

The Company shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any
claim of noncompliance with the Company's instructions or other
irregularity, the Company will promptly notify the Issuing Bank.  The
Company shall be conclusively deemed to have waived any such claim against
the Issuing Bank and its correspondents unless such notice is given as
aforesaid.

          (f)     Role of Issuing Bank.  Each Lender and the Company agree
that, in paying any drawing under a Letter of Credit, the Issuing Bank
shall not have any responsibility to obtain any document (other than any
sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of
any such document or the authority of the Person executing or delivering
any such document.  None of the Issuing Bank, the Administrative Agent,
any of their respective Related Parties nor any correspondent, participant
or assignee of the Issuing Bank shall be liable to any Lender for (i) any
action taken or omitted in connection herewith at the request or with the
approval of the Lenders or the Majority Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of
Credit or L/C-Related Document.  The Company hereby assumes all risks of
the acts or omissions of any beneficiary or transferee with respect to its
use of any Letter of Credit; provided, however, that this assumption is
not intended to, and shall not, preclude the Company's pursuing such
rights and remedies as it may have against the beneficiary or transferee
at law or under any other agreement.  None of the Issuing Bank, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the Issuing Bank shall be liable
or responsible for any of the matters described in clauses (i) through (v)
of Section 3.01(e); provided, however, that anything in such clauses to
the contrary notwithstanding, the Company may have a claim against the
Issuing Bank, and the Issuing Bank may be liable to the Company, to the
extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Company which the Company proves
were caused by the Issuing Bank's willful misconduct or gross negligence
or the Issuing Bank's willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a
Letter of Credit.  In furtherance and not in limitation of the foregoing,
the Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the Issuing Bank shall not be
responsible for the validity or sufficiency of any instrument transferring
or assigning or purporting to transfer or assign a Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.

          (g)     Cash Collateral.  (i) Upon the request of the
Administrative Agent, if the Issuing Bank has honored any full or partial
drawing request under any Letter of Credit and such drawing has resulted
in an L/C Borrowing, the Company shall immediately Cash Collateralize the
then Outstanding Amount of all L/C Obligations; (ii) the Company shall
Cash Collateralize Letters of Credit in accordance with the provisions of
Section 2.07(c) if, after giving effect to any Mandatory Prepayment, the
Effective Amount of all L/C Obligations exceeds the Borrowing Base; and
(iii) if, as of the Termination Date, any one or more of the Letters of
Credit for any reason shall remain outstanding and partially or wholly
undrawn, then the Company shall on such date Cash Collateralize the L/C
Obligations in an amount equal to 110% of the L/C Obligations.  Section
9.02(b) sets forth certain additional requirements to deliver Cash
Collateral hereunder.  The Company hereby grants to the Administrative
Agent, for the benefit of the Issuing Bank and the Lenders, a security
interest in all such cash, deposit accounts and all balances therein and
all proceeds of the foregoing.  Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Bank of America.

          (h)     Applicability of ISP and UCP.  Unless otherwise
expressly agreed by the Issuing Bank and the Company when a Letter of
Credit is issued (including any such agreement applicable to an Existing
Letter of Credit), the rules of the ISP shall apply to each Letter of
Credit.

          (i)     Letter of Credit Fees.  The Company shall pay to the
Administrative Agent for the account of each Lender in accordance with its
Pro Rata Share a Letter of Credit fee (the "Letter of Credit Fee") for
each Letter of Credit equal to (i) the percent per annum therefor
specified in Schedule 2.02 corresponding to the applicable pricing level
determined in accordance therewith, times (ii) the daily amount available
to be drawn under such Letter of Credit.  For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount
of such Letter of Credit shall be determined in accordance with Section
1.04.  Letter of Credit Fees shall be (x) computed on a quarterly basis in
arrears and (y) due and payable on the first Business Day after the end of
each March, June, September and December, commencing with the first such
date to occur after the issuance of such Letter of Credit, on the
Termination Date (or such later date upon which the outstanding Letters of
Credit shall expire) and thereafter on demand.  If there is any change in
the applicable rate referenced in clause (i) above during any quarter, the
daily amount available to be drawn under each Letter of Credit shall be
computed and multiplied by the applicable rate referenced in clause (i)
above separately for each period during such quarter that such rate was in
effect.  Notwithstanding anything to the contrary contained herein, upon
the request of the Majority Lenders, while any Event of Default exists,
all Letter of Credit Fees shall accrue at the Default Rate.

          (j)     Fronting Fee and Documentary and Processing Charges
Payable to Issuing Bank.  The Company shall pay directly to the Issuing
Bank for its own account a fronting fee with respect to each Letter of
Credit, at the rate per annum specified in the Fee Letter, computed on the
daily amount available to be drawn under such Letter of Credit on a
quarterly basis in arrears, and due and payable on the first Business Day
after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit,
on the Termination Date (or such later date upon which the outstanding
Letters of Credit shall expire) and thereafter on demand.  For purposes of
computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.04.  In addition, the Company shall pay directly
to the Issuing Bank for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard
costs and charges, of the Issuing Bank relating to letters of credit as
from time to time in effect.  Such customary fees and standard costs and
charges are due and payable on demand and are nonrefundable.

          (k)     Conflict with L/C-Related Documents.  In the event of
any conflict between the terms hereof and the terms of any L/C-Related
Document, the terms hereof shall control.

     3.02     Existing Letters of Credit .  All Existing Letters of Credit
shall be deemed for all purposes to have been issued pursuant hereto.
From and after the Closing Date, each such Existing Letter of Credit shall
be entitled to the benefits of this Agreement and the other Loan
Documents, and shall be subject to and governed by the terms and
conditions of this Agreement.

                              ARTICLE IV
                TAXES, YIELD PROTECTION AND ILLEGALITY

     4.01     Taxes.

          (a)     Payments Free of Taxes.  Any and all payments by or on
account of any obligation of the Company hereunder or under any other Loan
Document shall be made free and clear of and without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided, that if
the Company shall be required by applicable law to deduct any Indemnified
Taxes (including any Other Taxes) from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, Lender or Issuing Bank, as
the case may be, receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Company shall make
such deductions and (iii) the Company shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance with
applicable law.

          (b)     Payment of Other Taxes by the Company.  Without limiting
the provisions of subsection (a) above, the Company shall timely pay any
Other Taxes to the relevant Governmental Authority in accordance with
applicable law.

          (c)     Indemnification by the Company.  The Company shall
indemnify the Administrative Agent, each Lender and the Issuing Bank,
within 10 days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by the Administrative Agent, such Lender or the Issuing
Bank, as the case may be, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.  A certificate as to the
amount of such payment or liability delivered to the Company by a Lender
or the Issuing Bank (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be conclusive absent manifest error.


          (d)     Evidence of Payments.  As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Company to a
Governmental Authority, the Company shall deliver to the Administrative
Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

           (e)     Status of Lenders.  Any Foreign Lender that is entitled
to an exemption from or reduction of withholding tax under the law of the
jurisdiction in which the Company is resident for tax purposes, or any
treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Company
(with a copy to the Administrative Agent), at the time or times prescribed
by applicable law or reasonably requested by the Company or the
Administrative Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made
without withholding or at a reduced rate of withholding.  In addition, any
Lender, if requested by the Company or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or
reasonably requested by the Company or the Administrative Agent as will
enable the Company or the Administrative Agent to determine whether or not
such Lender is subject to backup withholding or information reporting
requirements.

Without limiting the generality of the foregoing, in the event that the
Company is resident for tax purposes in the United States, any Foreign
Lender shall deliver to the Company and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to
the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of the
Company or the Administrative Agent, but only if such Foreign Lender is
legally entitled to do so), whichever of the following is applicable:

               (i)     duly completed copies of Internal Revenue Service
Form W-8BEN claiming eligibility for benefits of an income tax treaty to
which the United States is a party,

               (ii)     duly completed copies of Internal Revenue Service
Form W-8ECI,

               (iii)     in the case of a Foreign Lender claiming the
benefits of the exemption for portfolio interest under section 881(c) of
the Code, (x) a certificate to the effect that such Foreign Lender is not
(A) a "bank" within the meaning of section 881(c)(3)(A) of the Code, (B) a
"10 percent shareholder" of the Company within the meaning of section
881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation"
described in section 881(c)(3)(C) of the Code and (y) duly completed
copies of  Internal Revenue Service Form W-8BEN, or

              (iv)     any other form prescribed by applicable law as a
basis for claiming exemption from or a reduction in United States Federal
withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable law to permit the Company
to determine the withholding or deduction required to be made.

          (f)     Treatment of Certain Refunds.  If the Administrative
Agent, any Lender or the Issuing Bank determines, in its sole discretion,
that it has received a refund of any Taxes or Other Taxes as to which it
has been indemnified by the Company or with respect to which the Company
has paid additional amounts pursuant to this Section, it shall pay to the
Company an amount equal to such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by the Company under
this Section with respect to the Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund), provided, that the Company, upon the request of
the Administrative Agent, such Lender or the Issuing Bank, agrees to repay
the amount paid over to the Company (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the Issuing Bank in the event the
Administrative Agent, such Lender or the Issuing Bank is required to repay
such refund to such Governmental Authority.  This subsection shall not be
construed to require the Administrative Agent, any Lender or the Issuing
Bank to make available its tax returns (or any other information relating
to its taxes that it deems confidential) to the Company or any other
Person.

     4.02     Illegality.  If any Lender determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make,
maintain or fund Offshore Rate Loans, or to determine or charge interest
rates based upon the Offshore Rate, or any Governmental Authority has
imposed material restrictions on the authority of such Lender to purchase
or sell, or to take deposits of, Dollars in the London interbank market,
then, on notice thereof by such Lender to the Company through the
Administrative Agent, any obligation of such Lender to make or continue
Offshore Rate Loans or to convert Base Rate Loans to Offshore Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and
the Company that the circumstances giving rise to such determination no
longer exist.  Upon receipt of such notice, the Company shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, convert all Offshore Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Offshore Rate Loans to such
day, or immediately, if such Lender may not lawfully continue to maintain
such Offshore Rate Loans.  Upon any such prepayment or conversion, the
Company shall also pay accrued interest on the amount so prepaid or
converted.

     4.03     Inability to Determine Rates.  If the Majority Lenders
determine that for any reason in connection with any request for an
Offshore Rate Loan or a conversion to or continuation thereof that (a)
Dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such
Offshore Rate Loan, (b) adequate and reasonable means do not exist for
determining the Offshore Rate for any requested Interest Period with
respect to a proposed Offshore Rate Loan, or (c) the Offshore Rate for any
requested Interest Period with respect to a proposed Offshore Rate Loan
does not adequately and fairly reflect the cost to such Lenders of funding
such Loan, the Administrative Agent will promptly so notify the Company
and each Lender.  Thereafter, the obligation of the Lenders to make or
maintain Offshore Rate Loans shall be suspended until the Administrative
Agent (upon the instruction of the Majority Lenders) revokes such notice.
Upon receipt of such notice, the Company may revoke any pending request
for a Borrowing of, conversion to or continuation of Offshore Rate Loans
or, failing that, will be deemed to have converted such request into a
request for a Borrowing of Base Rate Loans in the amount specified
therein.

     4.04     Increased Costs.

          (a)     Increased Costs Generally.  If any Change in Law shall:

               (i)     impose, modify or deem applicable any reserve,
special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended
or participated in by, any Lender (except any reserve requirement
reflected in the Offshore Rate) or the Issuing Bank;

              (ii)     subject any Lender or the Issuing Bank to any tax
of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any Offshore Rate Loan
made by it, or change the basis of taxation of payments to such Lender or
the Issuing Bank in respect thereof (except for Indemnified Taxes or Other
Taxes covered by Section 4.01 and the imposition of, or any change in the
rate of, any Excluded Taxes payable by such Lender or the Issuing Bank);
or

              (iii)     impose on any Lender or the Issuing Bank or the
London interbank market any other condition, cost or expense affecting
this Agreement or Offshore Rate Loans made by such Lender or any Letter of
Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to
such Lender of making or maintaining any Offshore Rate Loan (or of
maintaining its obligation to make any such Loan), or to increase the cost
to such Lender or the Issuing Bank of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount
of any sum received or receivable by such Lender or the Issuing Bank
hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or the Issuing Bank, the Company will pay to such
Lender or the Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or the Issuing Bank, as the case
may be, for such additional costs incurred or reduction suffered.

          (b)     Capital Requirements.  If any Lender or the Issuing Bank
determines that any Change in Law affecting such Lender or the Issuing
Bank or any Lending Office of such Lender or such Lender's or the Issuing
Bank's holding company, if any, regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender's or
the Issuing Bank's capital or on the capital of such Lender's or the
Issuing Bank's holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters
of Credit issued by the Issuing Bank, to a level below that which such
Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding
company could have achieved but for such Change in Law (taking into
consideration such Lender's or the Issuing Bank's policies and the
policies of such Lender's or the Issuing Bank's holding company with
respect to capital adequacy), then from time to time the Company will pay
to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Bank or
such Lender's or the Issuing Bank's holding company for any such reduction
suffered.

          (c)     Certificates for Reimbursement.  A certificate of a
Lender or the Issuing Bank setting forth the amount or amounts necessary
to compensate such Lender or the Issuing Bank or its holding company, as
the case may be, as specified in subsection (a) or (b) of this Section and
delivered to the Company shall be conclusive absent manifest error.  The
Company shall pay such Lender or the Issuing Bank, as the case may be, the
amount shown as due on any such certificate within 10 days after receipt
thereof.

          (d)     Delay in Requests.  Failure or delay on the part of any
Lender or the Issuing Bank to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a waiver of such
Lender's or the Issuing Bank's right to demand such compensation, provided
that the Company shall not be required to compensate a Lender or the
Issuing Bank pursuant to the foregoing provisions of this Section for any
increased costs incurred or reductions suffered more than nine months
prior to the date that such Lender or the Issuing Bank, as the case may
be, notifies the Company of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then
the nine-month period referred to above shall be extended to include the
period of retroactive effect thereof).

     4.05     Compensation for Losses.  Upon demand of any Lender (with a
copy to the Administrative Agent) from time to time, the Company shall
promptly compensate such Lender for and hold such Lender harmless from any
loss, cost or expense incurred by it as a result of:

          (a)     any continuation, conversion, payment or prepayment of
any Loan other than a Base Rate Loan on a day other than the last day of
the Interest Period for such Loan (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise);

          (b)     any failure by the Company (for a reason other than the
failure of such Lender to make a Loan) to prepay, borrow, continue or
convert any Loan other than a Base Rate Loan on the date or in the amount
notified by the Company; or

          (c)     any assignment of a Offshore Rate Loan on a day other
than the last day of the Interest Period therefor as a result of a request
by the Company pursuant to Section 11.13;

including any loss of anticipated profits and any loss or expense arising
from the liquidation or reemployment of funds obtained by it to maintain
such Loan or from fees payable to terminate the deposits from which such
funds were obtained.  The Company shall also pay any customary
administrative fees charged by such Lender in connection with the
foregoing.

For purposes of calculating amounts payable by the Company to the Lenders
under this Section 4.05, each Lender shall be deemed to have funded each
Offshore Rate Loan made by it at LIBOR used in determining the Offshore
Rate for such Loan by a matching deposit or other borrowing in the London
interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Offshore Rate Loan was in fact so funded.

     4.06     Mitigation Obligations; Replacement of Lenders.

          (a)     Designation of a Different Lending Office.  If any
Lender requests compensation under Section 4.04, or the Company is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 4.01, or if
any Lender gives a notice pursuant to Section 4.02, then such Lender shall
use reasonable efforts to designate a different Lending Office for funding
or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 4.01 or 4.04, as
the case may be, in the future, or eliminate the need for the notice
pursuant to Section 4.02, as applicable, and (ii) in each case, would not
subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender.  The Company hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.

          (b)     Replacement of Lenders.  If any Lender requests
compensation under Section 4.04, or if the Company is required to pay any
additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 4.01, the Company may replace
such Lender in accordance with Section 11.13.

     4.07     Survival.  All of the Company's obligations under this
Article IV shall survive termination of the aggregate Commitments and
repayment of all other Obligations hereunder.

                             ARTICLE V
                       CONDITIONS PRECEDENT

     5.01     Conditions of Initial Credit Extensions.  The obligation of
each Lender to make its initial Credit Extension and the obligation of the
Issuing Bank to issue the first Letter of Credit hereunder is subject to
the condition that the Administrative Agent shall have received on or
before the Closing Date all of the following in form and substance
satisfactory to the Administrative Agent and each Lender, and in
sufficient copies for each Lender and, unless otherwise specified below,
in each case dated as of the Closing Date:

          (a)     Loan Documents.  This Agreement, the Notes, the
Guarantees, the Security Agreements and such Deposit Account Control
Agreements and the Investment Account Control Agreements as may be deemed
necessary by the Administrative Agent, and the other Loan Documents
executed by each party thereto;

          (b)     Resolutions; Incumbency; Organization Documents.  (i)
Resolutions of the board of directors of the Company and each Loan Party
authorizing the transactions contemplated hereby, certified by the
Secretary or an Assistant Secretary of such Person; (ii) Certificates of
the Secretary or Assistant Secretary of the Company and each Loan Party
certifying the names and true signatures of the officers or such Person
authorized to execute, deliver and perform, as applicable, this Agreement,
the Notes, the Guaranties and all other Loan Documents to be delivered by
it hereunder; and (iii) articles or certificates of incorporation and the
bylaws of the Company and each Loan Party as in effect on the Closing
Date, certified by the Secretary or Assistant Secretary of such Person as
of the Closing Date, or a certificate of the Secretary or Assistant
Secretary certifying that such articles or certificates of incorporation
and bylaws have not been amended since copies thereof were delivered to
the Administrative Agent pursuant to the Existing Credit Agreement;

          (c)     Certificate (Organization, Qualification and Good
Standing).  A certificate signed by a Responsible Officer, identifying
those states in which the ownership, lease or operation of property or the
conduct of its business requires the Company and each other Loan Party, to
be qualified or licensed to do business as a foreign corporation, and
attaching thereto, with respect to the Company and each of the Guarantors,
respectively, certificates of the Secretary of State (and/or similar
applicable Governmental Authority) of its state of incorporation and each
such state where it is so required to be qualified or licensed to do
business as a foreign corporation, certifying as of a recent date each
such Person's existence or qualification, as applicable, and good standing
in each such jurisdictions;

          (d)     Legal Opinions.  Copies of (i) a favorable opinion of
Kim Bullerdick, counsel to the Company, addressed to the Administrative
Agent and the Lenders, substantially in the form of Exhibit D-1; (ii) a
favorable opinion of Fennemore Craig, P.C., special counsel to the
Company, addressed to the Administrative Agent and the Lenders,
substantially in the form of Exhibit D-2; and (iii) a favorable opinion of
McGuire Woods, LLP, special counsel to the Company, addressed to the
Administrative Agent and the Lenders, substantially in the form of Exhibit
D-3;

          (e)     Payment of Fees.  Evidence of payment by the Company of
all accrued and unpaid fees, costs and expenses owed pursuant to this
Agreement and the Fee Letter to the extent then due and payable on the
Closing Date, together with Attorney Costs of the Administrative Agent to
the extent invoiced prior to or on the Closing Date, plus such additional
amounts of Attorney Costs as shall constitute the Administrative Agent's
estimate of Attorney Costs incurred or to be incurred by it through the
closing proceedings (provided that such estimate shall not thereafter
preclude final settling of accounts between the Company and the
Administrative Agent), including any such costs, fees and expenses arising
under or referenced in Sections 2.09 and 11.04;

          (f)     Certificate (Representations and Warranties, Etc.).  A
certificate signed by a Responsible Officer, stating that (i) the
representations and warranties contained in Article VI are true and
correct on and as of such date, as though made on and as of such date;
(ii) no Default or Event of Default exists under the Existing Credit
Agreement or hereunder or would result from the Credit Extension being
made on the Closing Date; (iii) there has occurred since December 31, 2003
(A) no material adverse change in, or material adverse effect upon, the
operations, business, properties, liabilities (actual or contingent),
capitalization, condition (financial or otherwise) or prospects of the
Company and its Subsidiaries taken as a whole, (B) no material impairment
of the ability of the Company or any Significant Subsidiary to perform
under any Loan Document and to avoid any Event of Default; or (C) no
material adverse effect upon (1) the legality, validity, binding effect or
enforceability against the Company or any Significant Subsidiary of any
Loan Document or (2) the perfection or priority of any Lien granted under
any of the Collateral Documents; and (iv) there have been no amendments to
the Statoil Purchase Agreement since February 9, 2004.

          (g)     Certificate (Compliance with Indentures).  A certificate
of a Responsible Officer of the Company certifying that (i) the Company is
in compliance with the terms of the Indentures, and (ii) the execution of
this Agreement and the consummation of the transactions contemplated
hereby will not violate the terms of the Indentures or result in an "Event
of Default" thereunder, and setting forth calculations demonstrating pro
forma compliance with the restrictions on Indebtedness set forth in the
Indentures;

          (h)     Borrowing Base Report.  A copy of the Borrowing Base
Report most recently delivered under the Existing Credit Agreement;

          (i)     Financial Statements.  (i) Consolidated financial
statements for the Company and its Subsidiaries as of March 31, 2004, and
(ii) audited consolidated financial statements of the Company and its
Subsidiaries for the fiscal year ended December 31, 2003;

          (j)     Termination of Yorktown Term Loan Agreement and Yorktown
Intercreditor Agreement.  Evidence that (i) all amounts owing by the
Company under the Yorktown Term Loan Agreement shall have been repaid in
full, and (ii) arrangements satisfactory to the Administrative Agent for
the release of Liens securing the Company's indebtedness under the
Yorktown Term Loan Agreement shall have been made;

          (k)     Collateral Documents.  The Collateral Documents,
executed by the Company and by each Subsidiary to the extent required by
Section 7.12 that has assets or conducts business, in appropriate form for
recording, where necessary, together with:

               (i)     such Lien searches as the Administrative Agent
shall have requested, and such termination statements or other documents
as may be necessary to confirm that the Collateral is subject to no other
Liens (other than the Liens securing the Obligations and Permitted Liens)
in favor of any Persons;

                (ii)     funds sufficient to pay any filing or recording
tax or fee in connection with any and all UCC-1 financing statements;

                (iii)     certificates of insurance certifying as to
coverages, deductibles, and insurance companies, and certifying that the
Administrative Agent and the Lenders have been named as loss payees under
all policies of casualty insurance pertaining to the Collateral and as
additional insureds under liability insurance policies;

                (iv)     such consents, estoppels, subordination
agreements and other documents and instruments executed by landlords and
other Persons party to material contracts relating to any Collateral as to
which the Administrative Agent shall be granted a Lien for the benefit of
the Lenders, as requested by the Administrative Agent or any Lender; and

                (v)     evidence that all other actions necessary or, in
the opinion of the Administrative Agent or the Lenders, desirable to
perfect and protect the first priority Lien created by the Collateral
Documents, and to enhance the Administrative Agent's ability to preserve
and protect its interests in and access to the Collateral, have been
taken;

          (l)     Other Documents.  Such other approvals, opinions,
documents or materials as the Administrative Agent or the Majority Lenders
may reasonably request.

Without limiting the generality of the provisions of Section 10.04, for
purposes of determining compliance with the conditions specified in this
Section 5.01, each Lender that has signed this Agreement shall be deemed
to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received notice from such Lender prior to
the proposed Closing Date specifying its objection thereto

     5.02     Conditions to All Credit Extensions.  The obligation of each
Lender to make any Revolving Loan to be made by it (including its initial
Revolving Loan) or to continue or convert any Revolving Loan under Section
2.04 and the obligation of the Issuing Bank to Issue any Letter of Credit
(including the initial Letter of Credit) is subject to the satisfaction of
the following conditions precedent on the relevant Borrowing Date,
Conversion/Continuation Date or Issuance Date:

          (a)     Notice, Application.  The Administrative Agent shall
have received a timely Notice of Borrowing or a timely Notice of
Conversion/Continuation, as applicable, or, in the case of any Issuance of
any Letter of Credit, the Issuing Bank and the Administrative Agent shall
have received an L/C Application or L/C Amendment Application, as required
under Section 3.02;

          (b)     Continuation of Representations and Warranties.  The
representations and warranties in Article VI shall be true and correct on
and as of such Borrowing Date, Issuance Date or Conversion/Continuation
Date with the same effect as if made on and as of such Borrowing Date,
Issuance Date or Conversion/Continuation Date (except to the extent such
representations and warranties expressly refer to an earlier date, in
which case they shall be true and correct as of such earlier date);

          (c)     No Existing Default.  No Default or Event of Default
shall exist or shall result from such Credit Extension or continuation or
conversion;

          (d)     No Material Adverse Effect.  No event or circumstance
shall have occurred that has resulted or would reasonably be expected to
result in a Material Adverse Effect; and

          (e)     No Future Advance Notice.  Neither the Administrative
Agent nor any Lender shall have received any notice that any Collateral
Document will no longer secure on a first priority basis future advances
or future Loans to be made or extended under this Agreement.

Each Notice of Borrowing, Notice of Conversion/Continuation and L/C
Application or L/C Amendment Application submitted by the Company
hereunder shall constitute a representation and warranty by the Company
hereunder, as of the date of each such notice and as of each Borrowing
Date, Conversion/Continuation Date, or Issuance Date, as applicable, that
the conditions in Section 5.02 are satisfied.

                             ARTICLE VI
                   REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants to the Administrative Agent and
each Lender that:

     6.01     Corporate Existence and Power.  The Company and each of its
Material Subsidiaries: (a) is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation; (b) has the power and authority and all material
governmental licenses, authorizations, consents and approvals to own its
assets, carry on its business and to execute, deliver, and perform its
obligations under the Loan Documents; (c) is duly qualified as a foreign
corporation and is licensed and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification or license; and (d) is
in compliance in all material respects with all Requirements of Law;
except, in each case referred to in clause (b), (c) and (d), to the extent
that the failure to do so would not reasonably be expected to have a
Material Adverse Effect.

     6.02     Corporate Authorization; No Contravention.  The execution,
delivery and performance by the Company and its Subsidiaries of this
Agreement and each other Loan Document to which such Person is a party,
have been duly authorized by all necessary corporate action, and do not
and will not: (a) contravene the terms of any of that Person's
Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document
evidencing any material Contractual Obligation to which such Person is a
party or any order, injunction, writ or decree of any Governmental
Authority to which such Person or its property is subject; or (c) violate
any Requirement of Law.

     6.03     Governmental Authorization.  No approval, consent,
exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority is necessary or required in connection
with the execution, delivery or performance by, or enforcement against,
the Company or any of its Subsidiaries of this Agreement or any other Loan
Document to which it is a party.

     6.04     Binding Effect.  This Agreement and each other Loan Document
to which the Company or any of its Subsidiaries is a party constitute the
legal, valid and binding obligations of the Company and any of its
Subsidiaries to the extent it is a party thereto, enforceable against such
Person in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

     6.05     Litigation; Governmental Proceedings .  There are no
actions, suits, proceedings, claims or disputes pending, or to the best
knowledge of the Company, threatened or contemplated, at law, in equity,
in arbitration or before any Governmental Authority, against the Company,
or its Subsidiaries or any of their respective properties which: (a)
purport to affect or pertain to this Agreement or any other Loan Document,
or any of the transactions contemplated hereby or thereby; or (b) if
determined adversely to the Company or its Subsidiaries, would reasonably
be expected to have a Material Adverse Effect.  No injunction, writ,
temporary restraining order or any order of any nature has been issued by
any court or other Governmental Authority purporting to enjoin or restrain
the execution, delivery or performance of this Agreement or any other Loan
Document, or directing that the transactions provided for herein or
therein not be consummated as herein or therein provided.

     6.06     No Default.  No Default or Event of Default exists or would
be reasonably expected to result from the incurring of any Obligations by
the Company or from the grant or perfection of the Liens of the
Administrative Agent and the Lenders on the Collateral.  Neither the
Company nor any Material Subsidiary is in default under or with respect to
any Contractual Obligation in any respect which, individually or together
with all such defaults, would reasonably be expected to have a Material
Adverse Effect, or that would, if such default had occurred after the
Closing Date, create an Event of Default under Subsection 9.01(e).

     6.07     ERISA Compliance.

          (a)     Each Plan is in compliance in all material respects with
the applicable provisions of ERISA, the Code and other federal or state
law.  Each Plan which is intended to qualify under Section 401(a) of the
Code has received, or has made timely application for, a favorable
determination letter from the IRS and, to the best knowledge of the
Company, nothing has occurred that would cause the loss of such
qualification or that would prevent such qualification, as the case may
be.  The Company and each ERISA Affiliate have made all required
contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Code has been made with respect to
any Plan.

          (b)     There are no pending or, to the best knowledge of
Company, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan which has resulted or
could reasonably be expected to result in a Material Adverse Effect.
There has been no prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan which has resulted or could
reasonably be expected to result in a Material Adverse Effect.

          (c)     (i) No ERISA Event has occurred or is reasonably
expected to occur; (ii) no Pension Plan has any Unfunded Pension
Liability; (iii) neither the Company nor any ERISA Affiliate has incurred,
or reasonably expects to incur, any liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not delinquent
under Section 4007 of ERISA); (iv) neither the Company nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and
no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Section 4201 or 4243 of
ERISA with respect to a Multiemployer Plan; and (v) neither the Company
nor any ERISA Affiliate has engaged in a transaction that could be subject
to Section 4069 or 4212(c) of ERISA.

     6.08     Use of Proceeds; Margin Regulations.  The proceeds of the
Loans shall be used solely for the purposes set forth in and permitted by
Section 7.13 and Section 8.07.  Neither the Company nor any Subsidiary is
generally engaged in the business of purchasing or selling Margin Stock or
extending credit for the purpose of purchasing or carrying Margin Stock.
Margin Stock does not constitute more than 25% of the value of the
consolidated assets of the Company and its Subsidiaries, and the Company
does not have any present intention that Margin Stock will constitute more
than 25% of the value of such assets.

     6.09     Title to Properties.  The Company and each Subsidiary have
good record and marketable title in fee simple to, or valid leasehold
interests in, or other sufficient title to all real property necessary or
used in the ordinary conduct of their respective businesses, except for
such defects in title as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  The property of
the Company and its Subsidiaries is subject to no Liens, other than
Permitted Liens.

     6.10     Taxes.  The Company and its Subsidiaries have filed all
federal tax returns and reports required to be filed, and have paid all
federal taxes, assessments, fees and other governmental charges levied or
imposed upon them or their properties, income or assets otherwise due and
payable, except those which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been provided
in accordance with GAAP.  The Company and its Subsidiaries have filed all
material state and other material non-federal tax returns and reports
required to be filed, and have paid all material state and other material
non-federal taxes, assessments, fees and other governmental charges levied
or imposed upon them or their properties, income or assets otherwise due
and payable, except those which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been provided
in accordance with GAAP, except where failure to do so would not
reasonably be expected to have a Material Adverse Effect.  To the
Company's knowledge, there is no proposed tax assessment against the
Company or any Subsidiary that would, if made, reasonably be expected to
have a Material Adverse Effect.

     6.11     Financial Condition.  The consolidated financial statements
of the Company and its Subsidiaries dated December 31, 2003, and the
related consolidated statements of income or operations, shareholders'
equity and cash flows for the fiscal quarter ended on that date:  (i) were
prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein; (ii)
fairly present in all material respects the financial condition of the
Company and its Subsidiaries as of the date thereof and results of
operations for the period covered thereby (subject to ordinary, good faith
year-end adjustments); and (iii) show all material Indebtedness and other
liabilities, direct or contingent, of the Company and its consolidated
Subsidiaries as of the date thereof, including liabilities for taxes,
material commitments and Contingent Obligations.  Since December 31, 2003,
there has been no Material Adverse Effect.

     6.12     Environmental Matters.  The Company conducts in the ordinary
course of business a review of the effect of existing Environmental Laws
and existing Environmental Claims on its business, operations and
properties, and as a result thereof the Company has reasonably concluded
that such Environmental Laws and Environmental Claims would not,
individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

     6.13     Regulated Entities.  None of the Company, any Person
controlling the Company, or any Subsidiary, is an "Investment Company"
within the meaning of the Investment Company Act of 1940.  The Company is
not subject to any provision of the Public Utility Holding Company Act of
1935, the Federal Power Act, the Interstate Commerce Act or any state
public utilities code, or of any other federal or state statute or
regulation, limiting its ability to incur Indebtedness.

     6.14     No Burdensome Restrictions.  Neither the Company nor any
Subsidiary is a party to or bound by any Contractual Obligation, or
subject to any restriction in any Organization Document, or any
Requirement of Law, which would reasonably be expected to have a Material
Adverse Effect.

     6.15     Copyrights, Patents, Trademarks and Licenses, etc.  The
Company or its Subsidiaries own or are licensed or otherwise have the
right to use all of the material patents, trademarks, service marks, trade
names, copyrights, contractual franchises, authorizations and other rights
that are reasonably necessary for the operation of their respective
businesses, without conflict with the rights of any other Person.  To the
best knowledge of the Company, no slogan or other advertising device,
product, process, method, substance, part or other material now employed,
or now contemplated to be employed, by the Company or any Subsidiary
infringes upon any rights held by any other Person.  No claim or
litigation regarding any of the foregoing is pending or threatened, and no
patent, invention, device, application, principle or any statute, law,
rule, regulation, standard or code is pending or, to the knowledge of the
Company, proposed, which, in either case, would reasonably be expected to
have a Material Adverse Effect.

     6.16     Subsidiaries..  As of the Execution Date, the Company has no
Subsidiaries other than those specifically disclosed in part (a) of
Schedule 6.16 hereto and has no material equity investments in any other
corporation or entity other than those specifically disclosed in part (b)
of Schedule 6.16.

     6.17     Insurance.

          (a)     The properties and business of the Company and its
Subsidiaries are insured under insurance policies (the "Policies") with
insurance companies ("Insurer" or "Insurers"), in such amounts, with such
deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in
localities where the Company or such Subsidiary operates.

          (b)     Either (i) the Insurers are financially sound and
reputable insurance companies that are not Affiliates of the Company, or
(ii) the Insurer is a Subsidiary of the Company ("Subsidiary Insurer"),
the Subsidiary Insurer has all governmental approvals necessary to operate
its business and to comply with this Section 6.17 and Section 7.06(a), the
Subsidiary Insurer has in place agreement(s) with financially sound and
reputable insurance companies that are not Affiliates of the Company
("Unaffiliated Insurers") providing insurance coverage with such
deductibles and covering such risks as required by clause (a) of this
Section 6.17, and such agreements provide to the Administrative Agent and
the Lenders substantially the same rights as the Administrative Agent and
the Lenders would have if the Policies were issued directly by the
Unaffiliated Insurers, including without limitation (w) the right to
receive notice of cancellation from the Unaffiliated Insurers, (x) clauses
or endorsements stating that the interest of and the rights of the
Administrative Agent and the Lenders vis-a-vis the Unaffiliated Insurers
shall not be impaired or invalidated by any act or neglect of, or any
bankruptcy, insolvency, dissolution or other event with respect to, the
Company, the Subsidiary Insurer, or any other Subsidiary of the Company,
and (z) the right to enforce insurance coverage directly against the
Unaffiliated Insurer.  The Company has delivered to the Administrative
Agent evidence of compliance with the foregoing requirements.

     6.18     Full Disclosure.  None of the representations or warranties
made by the Company or any Subsidiary in the Loan Documents as of the date
such representations and warranties are made or deemed made, and none of
the statements contained in any exhibit, report, written statement or
certificate furnished by or on behalf of the Company or any Subsidiary in
connection with the Loan Documents (including the offering and disclosure
materials delivered by or on behalf of the Company to the Lenders prior to
the Execution Date), taken as whole, contains any untrue statement of a
material fact known to the Company or omits any material fact known to the
Company required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they are made, not
misleading as of the time when made or delivered.

     6.19     Solvency.  The Company and its Subsidiaries, taken as a
whole, and the Company, individually, and each of the Guarantors,
individually, is Solvent.

     6.20     Labor Relations.  There is (a) no significant unfair labor
practice complaint pending against the Company or any of its Subsidiaries
or, to the knowledge of the Company, threatened against any of them, and
no significant grievance or significant arbitration proceeding arising out
of or under any collective bargaining agreement is so pending against the
Company or any of its Subsidiaries or, to the knowledge of the Company,
threatened against any of them, (b) no significant strike, labor dispute,
slowdown or stoppage pending against the Company or any of its
Subsidiaries or, to the knowledge of the Company, threatened against the
Company or any of its Subsidiaries and (c) to the knowledge of the
Company, no union representation question existing with respect to the
employees of the Company or any of its Subsidiaries and, to the knowledge
of the Company, no union organizing activities are taking place, except
(with respect to any matter specified in clause (a), (b) or (c) above,
either individually or in the aggregate) such as could not reasonably be
expected to have a Material Adverse Effect.

     6.21     Collateral Documents.

          (a)     The provisions of each of the Collateral Documents are
effective to create in favor of the Administrative Agent for the benefit
of the Lenders, a legal, valid and enforceable first priority security
interest in all right, title and interest of the Company and its
Subsidiaries in the collateral described therein (provided, that in the
case of Statoil Commingled Inventories, such Liens are shared with Statoil
pursuant to the Statoil Intercreditor Agreement), and financing statements
have been filed in the offices in all of the jurisdictions listed in the
schedules to the Security Agreement.

          (b)     All representations and warranties of the Company and
any of its Subsidiaries party thereto contained in the Collateral
Documents are true and correct in all material respects.

                             ARTICLE VII
                        AFFIRMATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, or any
Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter
of Credit shall remain outstanding, unless the Majority Lenders waive
compliance in writing:

     7.01     Financial Statements.  The Company shall maintain for itself
and each Subsidiary, a system of accounting established and administered
in accordance with GAAP and deliver to the Administrative Agent and each
Lender:

          (a)     As soon as available, but not later than 90 days after
the end of each fiscal year a copy of the annual audited consolidated
financial statement of the Company as at the end of such year and the
related consolidated statements of income or operations, shareholders'
equity and cash flows for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, and such
financial statements shall be accompanied by the opinion of a nationally
recognized independent public accounting firm (the "Independent Auditor"),
which opinion shall state that such consolidated financial statements
present fairly in all material respects the financial position and results
of operations of the Company and its Consolidated Subsidiaries for the
periods indicated in conformity with GAAP applied on a basis consistent
with prior years.  Such opinion shall not be qualified or limited because
of a restricted or limited examination by the Independent Auditor of any
material portion of the Company's or any Subsidiary's records;

          (b)     As soon as available, but not later than 45 days after
the close of each of the first three quarterly periods each fiscal year, a
copy of the unaudited consolidated balance sheet of the Company as of the
end of such quarter and the related consolidated statements of income,
shareholders' equity and cash flows for the period commencing on the first
day and ending on the last day of such quarter, and certified by a
Responsible Officer as fairly presenting, in accordance with GAAP (subject
to ordinary, good faith year-end audit adjustments), the financial
position and the results of operations of the Company and its Consolidated
Subsidiaries; and

          (c)     As soon as available, but not later than 30 days after
the end of each month during the term hereof, financial information
concerning the Company and its Subsidiaries as of the end of such month,
by business line and by region, in form and substance satisfactory to the
Administrative Agent and the Majority Lenders.

     7.02     Certificates; Field Audits; Other Information.  The Company
shall furnish, at the Company's expense, to the Administrative Agent and
each Lender:

          (a)     As soon as available, but not later than 12:00 noon
(Dallas, Texas time) on the last Business Day of every other week, a
Borrowing Base Report certified by a Responsible Officer as fairly
presenting the Eligible Refinery Hydrocarbon Inventory, Eligible
Lubricants Inventory, and Eligible Accounts Receivable (and, if
applicable, Eligible Cash) as of the last Business Day of the relevant
two-week period, and, if requested by the Administrative Agent or any
Lender, a listing and aging of Eligible Accounts Receivable by
counterparty, and a schedule of inventory volumes and market rates (with
sources); provided, that at all times during which the sum of the
Effective Amount of Revolving Loans and the Effective Amount of Letter of
Credit Obligations is equal to or greater than 50%, such Borrowing Base
Report shall be delivered on the last Business Day of each week and shall
certify as to the Borrowing Base as of the last Business Day of the
immediately preceding week;

          (b)     concurrently with the delivery of the financial
statements referred to in subsections 7.01(a) and (b), a Compliance
Certificate executed by a Responsible Officer;

          (c)     on or before July 31 of each year, commencing July 31,
2004, a field audit and inventory valuation report prepared by Bank of
America Business Credit, Inc., in form and substance satisfactory to the
Administrative Agent;

          (d)     promptly, copies of all financial statements and reports
that the Company sends to its shareholders, and, promptly after the filing
thereof, copies of all financial statements and regular, periodical or
special reports (including Forms 10-K, 10-Q and 8-K) that the Company or
any Subsidiary may make to, or file with, the SEC;

          (e)     promptly such additional information regarding the
business, financial or corporate affairs of the Company or any Subsidiary
as the Administrative Agent, at the request of any Lender, may from time
to time reasonably request;

          (f)     Giant Yorktown shall establish the quantity of Statoil
Segregated Inventories and Statoil Commingled Inventories on at least a
weekly basis in accordance with the provisions of Article 14 of the
Statoil Purchase Agreement with respect to inventory records, and in
accordance with the procedures and standards for quantity measurement set
forth in Article 12 of the Statoil Purchase Agreement.  Giant Yorktown
shall furnish the Administrative Agent with copies of all audits, reports,
statements and information with respect to Statoil Inventories required to
be provided to Statoil under the Statoil Purchase Agreement and any
related agreement, as and when such are provided to Statoil; and

          (g)     Giant Yorktown's audit and inventory procedures and
reports shall reflect: (i) the actual volume of crude oil delivered or
supplied by Statoil; (ii) the volume of Statoil's deemed crude oil
inventory; and (iii) the ownership and volumes of all persons (including
Giant Yorktown and its Affiliates) who share commingled storage at the
Yorktown Refinery for crude oil inventory.  Each of the foregoing figures
shall include tank identification numbers and volumes in each tank.

     7.03     Notices.  The Company shall promptly notify the
Administrative Agent and each Lender:

          (a)     of the occurrence of any Default or Event of Default,
and of the occurrence or existence of any event or circumstance that would
reasonably be expected to become a Default or Event of Default;

          (b)     of the receipt by the Company or any of its Subsidiaries
of any notice of default given or received pursuant to the Indentures or
any other agreement or instrument pertaining to the Subordinated Notes;

          (c)     of any matter that has resulted or may reasonably be
expected to result in a Material Adverse Effect, including (i) breach or
non-performance of, or any default under, a Contractual Obligation of the
Company or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Company or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the Company or any
Subsidiary; including pursuant to any applicable Environmental Laws;

          (d)     of the occurrence of any of the following events
affecting the Company or any ERISA Affiliate (but in no event more than 10
days after such event), and deliver to the Administrative Agent and each
Lender a copy of any notice with respect to such event that is filed with
a Governmental Authority and any notice delivered by a Governmental
Authority to the Company or any ERISA Affiliate with respect to such
event: (i) an ERISA Event; (ii) a material increase in the Unfunded
Pension Liability of any Pension Plan; (iii) the adoption of, or the
commencement of contributions to, any Plan subject to Section 412 of the
Code by the Company or any ERISA Affiliate; or (iv) the adoption of any
amendment to a Plan subject to Section 412 of the Code, if such amendment
results in a material increase in contributions or Unfunded Pension
Liability;

          (e)     of any material change in accounting policies or
financial reporting practices by the Company or any of its consolidated
Subsidiaries;

          (f)     of the entry by the Company or any of its Subsidiaries
into any Specified Swap Contract, specifying the identity of the Swap
Provider, the notional amount, the nature of the Specified Swap Contract
and such other information as the Administrative Agent reasonably may
request;

          (g)     of the occurrence of any default, event of default,
termination event or other event under any Specified Swap Contract that
after the giving of notice, passage of time or both, would permit either
counterparty to such Specified Swap Contract to terminate early any or all
trades relating to such contract, and the liability, if any, of the
Company or Subsidiary, as applicable, in the event thereof;

          (h)     upon the request from time to time of the Administrative
Agent, the Swap Termination Values, together with a description of the
method by which such values were determined, relating to any then
outstanding Swap Contracts to which the Company or any of its Subsidiaries
is party;

          (i)     of the formation or acquisition of any Subsidiary;

          (j)     of the Disposition of any Scheduled Assets and the Net
Cash Proceeds received therefrom; and

          (k)     of any amendment to the Statoil Purchase Agreement, such
notice to be given not less than 10 days prior to effective date of such
amendment, and to be accompanied by a copy of such amendment.

          Each notice under this Section shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein, and stating what action the Company or any affected
Subsidiary proposes to take with respect thereto and at what time.  Each
notice under subsection 7.03(a) shall describe with particularity any and
all clauses or provisions of this Agreement or other Loan Document that
have been (or foreseeably will be) breached or violated.

Documents required to be delivered pursuant to Section 7.01(a) or (b) or
Section 7.02(d) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date
(i) on which the Company posts such documents, or provides a link thereto
on the Company's website on the Internet at the website address listed on
Schedule 11.02; or (ii) on which such documents are posted on the
Company's behalf on an Internet or intranet website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent);
provided, that: (i) the Company shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests the
Company to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such
Lender, and (ii) the Company shall notify the Administrative Agent and
each Lender (by telecopier or electronic mail) of the posting of any such
documents and provide to the Administrative Agent by electronic mail
electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Company
shall be required to provide paper copies of the Compliance Certificates
required by Section 7.02(b) to the Administrative Agent.  Except for such
Compliance Certificates, the Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance
by the Company with any such request for delivery, and each Lender shall
be solely responsible for requesting delivery to it or maintaining its
copies of such documents.

     7.04     Preservation of Corporate Existence, Etc.  The Company
shall, and shall cause each of its Material Subsidiaries to:

          (a)     preserve and maintain in full force and effect its
corporate existence and good standing under the laws of its state or
jurisdiction of incorporation except in a transaction permitted by
Sections 8.02 or 8.03;

          (b)     preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business
except where the failure to do so would not reasonably be expected to have
a Material Adverse Effect;

          (c)     use reasonable efforts, in the ordinary course of
business, to preserve its business organization and goodwill except where
the failure to do so would not reasonably be expected to have a Material
Adverse Effect; and

          (d)     preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which
could reasonably be expected to have a Material Adverse Effect.

     7.05     Maintenance of Property.  The Company shall, and shall cause
each of its Material Subsidiaries to, maintain and preserve all its
property that is used or useful in its business in good working order and
condition, ordinary wear and tear excepted, and to use the standard of
care typical in the industry in the operation and maintenance of its
facilities except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect.

     7.06     Insurance; Insurance and Condemnation Proceeds.

          (a)     The Company shall maintain insurance with respect to its
properties and business in accordance with the requirements set forth in
Section 6.17.  Upon request by the Administrative Agent, the Company shall
deliver to the Administrative Agent a copy of all Policies and all
agreements between any Subsidiary Insurer and any Unaffiliated Insurer(s)
(as such terms are defined in Section 6.17), together with such evidence
as the Administrative Agent may require demonstrating that the Policies
and agreements with Unaffiliated Insurers satisfy the requirements of
Section 6.17 and this Section 7.06.

          (b)     The Company shall cause the Administrative Agent, for
the ratable benefit of the Administrative Agent and the Lenders, to be
named as secured party or mortgagee and additional loss payee with respect
to insurance policies covering the Collateral, and as additional insured
with respect to the Company's general liability, auto liability, and
excess liability insurance, in a manner acceptable to the Administrative
Agent.  Each such policy of insurance shall contain a clause or
endorsement requiring the insurer to give not less than 30 days prior
written notice to the Administrative Agent in the event of cancellation of
the policy for any reason whatsoever (other than non-payment of premium
for which not less than ten (10) days' prior written notice shall be given
to the Administrative Agent), a clause or endorsement stating that the
interest of the Administrative Agent shall not be impaired or invalidated
by any act or neglect of the Company or its Subsidiaries for purposes more
hazardous than are permitted by such policy or similar language to that
effect.  All premiums for such insurance shall be paid or caused to be
paid by the Company when due, and certificates of insurance and, if
requested by the Administrative Agent or any Lender, photocopies of the
policies, shall be delivered to the Administrative Agent, in each case in
sufficient quantity for distribution by the Administrative Agent to each
of the Lenders.  If the Company or any Subsidiary fails to procure such
insurance or to pay the premiums therefor when due, the Administrative
Agent may, and at the direction of the Majority Lenders shall, do so from
the proceeds of the Revolving Loans.

          (c)     The Company shall promptly notify the Administrative
Agent and the Lenders of (i) any material loss, damage, or destruction to
the Collateral, and (ii) any material loss, damage or destruction to any
assets of the Company or its Subsidiaries not constituting Collateral, in
each case, whether or not covered by insurance.  The Company shall
negotiate all claims for loss, damage or destruction consistent with
prudent business practice; provided, that from and after the occurrence of
an Event of Default, the Administrative Agent shall have the authority to
negotiate all claims for loss, damage or destruction of Collateral in the
name of the Company.

          (d)     The Administrative Agent is hereby authorized to collect
all insurance and condemnation proceeds in respect of Collateral directly
and to apply or remit them as follows:  after deducting from such proceeds
the reasonable expenses, if any, incurred by the Administrative Agent in
the collection or handling thereof, the Administrative Agent shall apply
such proceeds, first, to the payment or prepayment of the Obligations
constituting unpaid principal of Loans and L/C Borrowings ratably among
the Lenders and the Issuing Bank; and secondly, to the payment of
Obligations then due under Specified Swap Contracts, ratably among the
Swap Providers in proportion to the respective amounts described in this
clause (d) owed to them.  After the occurrence of an Event of Default and
acceleration of the maturity of the Loans, proceeds of insurance and
condemnation shall be applied in accordance with Section 9.03.

          (e)     With respect to insurance and condemnation proceeds
relating to the Company's or its Subsidiaries' assets not constituting
Collateral, the Administrative Agent shall permit the Company or its
Subsidiaries, as applicable, to use such proceeds, or any part thereof, to
replace, repair, restore or rebuild the relevant assets in a diligent and
expeditious manner with materials and workmanship of substantially the
same quality as existed before the loss, damage, destruction or taking by
condemnation, so long as (i) no Default or Event of Default has occurred
and is continuing, and (ii) the aggregate proceeds from any single loss,
damage, destruction or taking by condemnation do not exceed $10,000,000.
In all other circumstances, if required by the Majority Lenders, insurance
and condemnation proceeds shall be paid to the Administrative Agent and
applied first, to the payment or prepayment of the Obligations
constituting unpaid principal of Loans and L/C Borrowings ratably among
the Lenders and the Issuing Bank; and secondly, to the payment of
Obligations then due under Specified Swap Contracts ratably among the Swap
Providers in proportion to the respective amounts described in this clause
(e) owed to them.  After the occurrence of an Event of Default and
acceleration of the maturity of the Loans, if required by the Majority
Lenders, proceeds of insurance and condemnation shall be paid to the
Administrative Agent and applied first, to the payment or prepayment of
the Obligations constituting unpaid principal of Loans and L/C Borrowings,
together with interest then due thereon, ratably among the Lenders and the
Issuing Bank; secondly, to the Administrative Agent for the account of the
Issuing Bank, to Cash Collateralize that portion of the L/C obligations
comprised of the aggregate undrawn amount of Letters of Credit;  and
third, to the payment of Obligations then due under Specified Swap
Contracts, ratably among the Swap Providers in proportion to the
respective amounts described in this clause (e) owed to them.

     7.07     Payment of Obligations.  The Company shall, and shall cause
each of its Material Subsidiaries to, pay and discharge as the same shall
become due and payable, all their respective obligations and liabilities,
including: (a) all tax liabilities, assessments and governmental charges
or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings and adequate reserves
in accordance with GAAP are being maintained by the Company, such
Guarantor or such Subsidiary; (b) all lawful claims which, if unpaid,
would by law become a Lien upon its property; and (c) all Indebtedness, as
and when due and payable, but subject to any subordination provisions
contained in any instrument or agreement evidencing such Indebtedness;
except where the failure to do so would not reasonably be expected to have
a Material Adverse Effect.

     7.08     Compliance with Laws and Contractual Obligations.  The
Company shall, and shall cause each of its Subsidiaries to, comply in all
material respects with all Requirements of Law of any Governmental
Authority having jurisdiction over it or its business (including the
Federal Fair Labor Standards Act) and all Contractual Obligations, except
(x) such as may be contested in good faith or as to which a bona fide
dispute may exist, or (y) where the failure to do so would not reasonably
be expected to have a Material Adverse Effect.

     7.09     Compliance with ERISA.  The Company shall, and shall cause
each of its ERISA Affiliates to:  (a) maintain each Plan in compliance in
all material respects with the applicable provisions of ERISA, the Code
and other federal or state law; (b) cause each Plan which is qualified
under Section 401(a) of the Code to maintain such qualification; and (c)
make all required contributions to any Plan subject to Section 412 of the
Code.

     7.10     Inspection of Property and Books and Records; Field Audit.

          (a)     The Company shall, and shall cause each of its
Subsidiaries to, maintain proper books of record and account, in which
full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving
the assets and business of the Company and such Subsidiaries.

          (b)     The Company and each Guarantor shall, and shall cause
each of their Subsidiaries to, permit representatives and independent
contractors of the Administrative Agent or any Lender to visit and inspect
any of their respective properties, to examine their respective corporate,
financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss their respective affairs, finances and accounts
with their respective directors, officers, and independent public
accountants, all at the expense of the Company and at such reasonable
times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the Company; provided, however,
when an Event of Default exists the Administrative Agent or any Lender may
do any of the foregoing at the expense of the Company at any time during
normal business hours and without advance notice.  Inspections and
visitations conducted by the Administrative Agent and the Lenders pursuant
hereto shall comply with the Company's or applicable Guarantor's health
and safety regulations and procedures.

          (c)     Pursuant to Section 7.02(c), the Company has agreed to
obtain and deliver field audit and inventory valuations at the expense of
the Company, as therein provided.  In addition, when an Event of Default
exists hereunder, the Administrative Agent or any authorized
representative or agent thereof may conduct such field audit and inventory
valuation at the expense of the Company at any time during normal business
hours and without advance notice.

     7.11     Environmental Laws.  The Company shall, and shall cause each
of its Subsidiaries to, conduct its operations and keep and maintain its
property in compliance with all Environmental Laws except where the
failure to do so would not reasonably be expected to have a Material
Adverse Effect.

     7.12     New Subsidiary Guarantors; New Subsidiary Security
Agreements.

          (a)     If, at any time after the date of this Agreement, there
exists any Subsidiary organized under the laws of any state in the United
States of America that (i) has total assets with a book value of
$2,000,000 or more or (ii) executes a guaranty agreement with respect to
the Indentures or any other indebtedness for borrowed money, then the
Company shall cause each such Subsidiary to do the following:  (x) execute
and deliver to the Administrative Agent a Supplemental Guaranty and (y)
furnish the Administrative Agent with a written opinion of counsel for
each such Subsidiary Guarantor in substantially the form set forth in
Exhibits D-1 and D-2; in each case with such revisions as may be
reasonably requested by the Administrative Agent or the Majority Lenders.

          (b)     The Company also shall cause each Person that becomes a
Subsidiary after the date of this Agreement (excluding any Subsidiary that
has no assets and conducts no business, but including any "inactive"
Subsidiary that resumes active business at any time after the date of this
Agreement) to (i) execute and deliver to the Administrative Agent a
Security Agreement in substantially the form of Exhibit I-2 in favor of
the Administrative Agent, the Lenders and the other Swap Providers,
together with such financing statements and other documents and
instruments related thereto as the Administrative Agent or the Majority
Lenders may require; (ii) take all other actions necessary or, in the
opinion of the Administrative Agent or the Majority Lenders, desirable to
perfect and protect the first priority Lien created by the Collateral
Documents, and to enhance the Administrative Agent's ability to preserve
and protect its interests in and access to the Collateral; and (iii)
furnish the Administrative Agent with a written opinion of counsel for
each such Person in substantially the form set forth in Exhibits D-1 and
D-2; in each case with such revisions as may be reasonably requested by
the Administrative Agent or the Majority Lenders.

          (c)     Notwithstanding subsections (a) and (b) of this Section
7.12, as long as (i) Navajo Convenient Stores Co., LLC has total assets
with a book value of less than $5,000,000 and has not guaranteed any
Indebtedness, Navajo Convenient Stores Co., LLC shall not be required to
execute a Supplemental Guaranty or a Security Agreement; (ii) Giant
Yorktown Holding Company has no assets and has not guaranteed any
Indebtedness other than the Subordinated Notes, Giant Yorktown Holding
Company shall not be required to execute a Supplemental Guaranty or a
Security Agreement; and (iii) Insurance Subsidiary has total assets with a
book value of less than $250,000 and has not guaranteed any Indebtedness,
Insurance Subsidiary shall not be required to execute a Supplemental
Guaranty or a Security Agreement.

     7.13     Use of Proceeds.  The Company shall use the proceeds of the
Revolving Loans (a) to refinance outstanding loans under the Existing
Credit Agreement and (b) for working capital and other lawful purposes.

     7.14     Subordinated Indebtedness.  The Company shall maintain not
less than $150,000,000 principal amount of Subordinated Notes outstanding
at all times throughout the term hereof.

     7.15     Further Assurances.  Promptly upon request by the
Administrative Agent or the Majority Lenders, the Company shall (and shall
cause any of its Subsidiaries to) do, execute, acknowledge, deliver,
record, re-record, file, re-file, register and re-register, any and all
such further acts, deeds, conveyances, security agreements, mortgages,
assignments, estoppel certificates, financing statements and continuations
thereof, termination statements, notices of assignment, transfers,
certificates, assurances and other instruments the Administrative Agent or
such Lenders, as the case may be, may reasonably require from time to time
in order (i) to carry out more effectively the purposes of this Agreement
or any other Loan Document, (ii) to subject to the Liens created by any of
the Collateral Documents any of the properties, rights or interests
covered by any of the Collateral Documents, (iii) to perfect and maintain
the validity, effectiveness and priority of any of the Collateral
Documents and the Liens intended to be created thereby, and (iv) to better
assure, convey, grant, assign, transfer, preserve, protect and confirm to
the Administrative Agent and Lenders the rights granted or now or
hereafter intended to be granted to the Lenders under any Loan Document or
under any other document executed in connection therewith.

     7.16     Segregation of Statoil Supplied Crude Oil.  To the extent
feasible and consistent with prudent and safe refinery practices, Giant
Yorktown shall exercise all commercially reasonable efforts to physically
segregate Statoil Inventories (as defined in the Statoil Intercreditor
Agreement) from Eligible Refinery Hydrocarbon Inventory, and to physically
segregate Eligible Refinery Hydrocarbon Inventory from Statoil
Inventories, located at the Yorktown Refinery.  In the event of any
commingling of Statoil Inventories and Eligible Refinery Hydrocarbon
Inventory, then only the Lenders' pro rata share of such Statoil
Commingled Inventories (as determined in accordance with the Statoil
Intercreditor Agreement) shall be considered Eligible Refinery Hydrocarbon
Inventory for purposes of calculation of the Borrowing Base (provided that
such Statoil Commingled Inventories otherwise meet the definition of
Eligible Refinery Hydrocarbon Inventory.

                             ARTICLE VIII
                         NEGATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, or any
Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter
of Credit shall remain outstanding, unless the Majority Lenders waive
compliance in writing:

     8.01     Limitation on Liens.  The Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, make, create,
incur, assume or suffer to exist any Lien upon or with respect to any part
of its property, whether now owned or hereafter acquired, other than the
following (collectively, "Permitted Liens"):

          (a)     any Lien (other than a Lien on property constituting
Collateral) existing on the property of the Company or any Subsidiary on
the Closing Date and set forth in Schedule 8.01 securing Indebtedness
outstanding on such date;

          (b)     any Lien created under any Loan Document;

          (c)     Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or to
the extent that non-payment thereof is permitted by Section 7.07;

          (d)     carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar non-consensual statutory Liens
(including statutory liens in favor of mineral interest owners, securing
only amounts due for the purchase price, state royalty and taxes in
respect of product severed from a production unit in New Mexico in which
such interest owner owns an interest) arising in the ordinary course of
business which are not delinquent or remain payable without penalty or
which are being contested in good faith and by appropriate proceedings,
which proceedings have the effect of preventing the forfeiture or sale of
the property subject thereto;

          (e)     Liens (other than any Lien imposed by ERISA and other
than Liens on the Collateral) consisting of pledges or deposits required
in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other social security
legislation;

          (f)     easements, rights-of-way, restrictions, defects or other
exceptions to title and other similar encumbrances with respect to real
property incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or
interfere with the ordinary conduct of the businesses of the Company and
its Subsidiaries;

          (g)     Subject to the provisions of the Deposit Account Control
Agreements, Liens (other than Liens on the Collateral) arising solely by
virtue of any statutory or common law provision relating to banker's
liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a creditor depository institution;
provided that (i) such deposit account is not a dedicated cash collateral
account and is not subject to restrictions against access by the Company,
(ii) the Company (or applicable Subsidiary) maintains (subject to such
right of set off) dominion and control over such account(s), and (iii)
such deposit account is not intended by the Company, any Guarantor or any
Subsidiary to provide cash collateral to the depository institution;

          (h)     Liens (other than Liens on Collateral) securing
Indebtedness incurred or assumed for the purpose of financing all or any
part of the cost of acquiring property after the date hereof; provided
that (i) such Lien has attached prior to acquisition of such property or
attaches to such property concurrently with or within 20 days after the
acquisition thereof, (ii) such Lien attaches solely to the property
financed by such Indebtedness, (iii) the principal amount of the
Indebtedness secured thereby does not exceed 100% of the cost of such
property, and (iv) the principal amount of the Indebtedness secured by any
and all such purchase money security interests shall not exceed
$20,000,000 in the aggregate at any time outstanding; and

          (i)     Liens (including Liens on Collateral to the extent
provided herein) on crude oil supplied by Statoil pursuant to the Statoil
Purchase Agreement, securing Indebtedness incurred or assumed for the
purpose of financing all or any part of the cost of acquiring such crude
oil; provided, that (i) any such Lien has attached prior to acquisition of
such crude oil or attaches to such crude oil concurrently with or within
20 days after the acquisition thereof, (ii) such Lien attaches solely to
the crude oil financed by such Indebtedness, (iii) the principal amount of
the Indebtedness secured thereby does not exceed 100% of the cost of such
crude oil, (iv) the principal amount of the Indebtedness secured by any
and all such purchase money security interests in favor of Statoil shall
not be increased in excess of the amount contemplated by the Statoil
Purchase Agreement as in effect on the Closing Date, and (v) such Liens in
favor of Statoil shall be subject to the terms of the Statoil
Intercreditor Agreement;

          (j)     Liens on cash and cash equivalents not exceeding at any
time in the aggregate an amount equal to $5,000,000, securing obligations
of the Company or its Subsidiaries pursuant to Commodity Swaps; and

          (k)     Any Liens (other than Liens on Collateral) not otherwise
described in Subsection 8.01(a) through (j) above, provided that the
Indebtedness and other obligations secured by such Liens shall not at any
time exceed $5,000,000 in the aggregate at any time outstanding.

     8.02     Disposition of Assets.  The Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, sell, assign,
lease, convey, transfer or otherwise dispose of (whether in one or a
series of transactions) (collectively, "Dispositions") any property
(including accounts and notes receivable, with or without recourse) or
enter into any agreement to do any of the foregoing, except:

          (a)     Dispositions of inventory, or used, worn-out or surplus
equipment, all in the ordinary course of business;

          (b)     the sale of equipment to the extent that such equipment
is exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to
the purchase price of such replacement equipment;

          (c)     Dispositions of assets by the Company or any Subsidiary
to the Company or any Wholly-Owned Subsidiary, provided, that if required
by Section 7.12, such Wholly-Owned Subsidiary has complied with such
Section;

          (d)     Dispositions of the Scheduled Assets by the Company and
of its Subsidiaries, in one or more transactions for cash, for not less
than an amount that is equal to their fair market value; and

          (e)     Dispositions of assets not otherwise permitted hereunder
which are made for fair market value, provided, that (i) at the time of
any such Disposition, no Event of Default shall exist or shall result from
such Disposition, and (ii) the aggregate book value of assets disposed of
by the Company and its Subsidiaries in any fiscal year pursuant to this
clause (e), beginning with fiscal year 2004, shall not exceed $5,000,000.

     8.03     Consolidations and Mergers.  The Company shall not, and
shall not permit any of its Material Subsidiaries to, merge, consolidate
with or into, or convey, transfer, lease or otherwise dispose of (whether
in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor
of any Person, except:

          (a)     the Company may merge with any Person, provided that the
Company is the surviving Person;

          (b)     any Subsidiary may merge with any one or more
Subsidiaries, provided that if any transaction shall be between a
Subsidiary that is not a Wholly-Owned Subsidiary and a Wholly-Owned
Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or
surviving corporation; and

          (c)     any Subsidiary may sell all or substantially all of its
assets (upon voluntary liquidation or otherwise) to the Company or to a
Wholly-Owned Subsidiary, provided, that if required by Section 7.12, such
Wholly-Owned Subsidiary has complied with such Section.

     8.04     Loans and Investments.  The Company shall not purchase or
acquire, or permit any of its Subsidiaries to purchase or acquire, or make
any commitment therefor, any capital stock, equity interest, or any
obligations or other securities of, or any interest in, any Person, or
make or commit to make any advance, loan, extension of credit or capital
contribution to or any other investment in, any Person including any
Affiliate of the Company, except for:

          (a)     investments in Cash Equivalents;

          (b)     extensions of credit in the nature of accounts
receivable or notes receivable arising from the sale or lease of goods or
services in the ordinary course of business;

          (c)     investments by the Company or any of its Subsidiaries in
any Subsidiary that is a Domestic Wholly-Owned Subsidiary;

          (d)     extensions of credit described in Schedule 8.04 through
and including the maturity date thereof, but not any increases or
renewals;

          (e)     loans and investments by the Company and its Wholly-
Owned Subsidiaries not to exceed $250,000 in the aggregate from and after
the Closing Date in the capital stock, equity interests, and other
obligations or securities of a Wholly-Owned Subsidiary (the "Insurance
Subsidiary") formed de novo by the Company for the purpose of acquiring
property insurance solely for the Company and its Subsidiaries; the
Insurance Subsidiary shall take such action as necessary to qualify as a
Subsidiary Insurer; and

          (f)     investments by the Company and its Subsidiaries not
otherwise permitted in Subsections 8.04(a) through (e), which do not
exceed $1,000,000 in the aggregate at any time outstanding.

     8.05     Limitation on Indebtedness and Contingent Obligations.  The
Company shall not, and shall not permit any of its Subsidiaries to,
create, incur, assume, suffer to exist, or otherwise become or remain
directly or indirectly liable with respect to, any Indebtedness or
Contingent Obligations, except:

          (a)     Indebtedness incurred pursuant to this Agreement;

          (b)     Other Indebtedness and Contingent Obligations described
on Schedule 8.05;

          (c)     (i) Indebtedness of the Company under Subordinated
Notes, not to exceed $350,000,000 in principal amount at any time
outstanding; provided, that Indebtedness of the Company under Subordinated
Notes may exceed $350,000,000 under the following circumstances:  in the
event the Company elects to refinance Subordinated Notes by redeeming or
repurchasing such Subordinated Notes with the proceeds of issuance of new
Subordinated Notes, there may be a period of time during which both the
Subordinated Notes being refinanced and the new Subordinated Notes are
outstanding, which may result in the aggregate principal amount of
Indebtedness under Subordinated Notes being more than $350,000,000 (such
amount that is over $350,000,000 is herein called the "Excess Amount"),
and such Excess Amount shall not be prohibited by this clause (c) provided
that (A) the Company shall place proceeds of the issuance of such new
Subordinated Notes into an irrevocable redemption trust account in an
amount sufficient to redeem existing Subordinated Notes to eliminate such
Excess Amount, and such escrow arrangement shall be satisfactory to the
Administrative Agent, and (B) the redemption of existing Subordinated
Notes in an amount sufficient to eliminate the Excess Amount shall be
consummated within 60 days following the issuance of such new Subordinated
Notes, and (C) the Administrative Agent may impose such other conditions
as it deems reasonably necessary to effectuate the purposes of this
Section; and (ii) Guaranty Obligations of Subsidiaries of the Company in
respect of Subordinated Notes, provided that each such Subsidiary shall
also be a Guarantor of the Obligations;

          (d)     Obligations (contingent or otherwise) of the Company
existing or arising under any Swap Contract, provided that (i) such
obligations are (or were) entered into in the ordinary course of business
for the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably
anticipated, and not for purposes of speculation or taking a "market
view"; (ii) such Swap Contract does not contain any provision exonerating
the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party, and (iii) the notional
amount of all Interest Rate Swap Contracts may not at any time exceed
$100,000,000;

          (e)     Contingent Obligations consisting of endorsements for
collections or deposit in the ordinary course of business, and Surety
Instruments consisting of surety bonds issued for the account of the
Company or any of its Subsidiaries in the ordinary course of business not
to exceed $15,000,000 in the aggregate at any time outstanding;

          (f)     obligations of Giant Yorktown in respect of Margin
Payments under the Yorktown Asset Purchase Agreement (as in effect on the
effective date thereof);

          (g)     Indebtedness in respect of purchase money obligations
within the limitations set forth in Sections 8.01(h) and (i); and

          (h)     Indebtedness of the Company in an aggregate principal
amount not to exceed $50,000,000 at any time outstanding, provided, that
the maturity of such Indebtedness shall not be earlier than six (6) months
after the Termination Date and the terms of the agreements governing such
Indebtedness shall not be more restrictive than those set forth in this
Agreement.

     8.06     Transactions with Affiliates.  The Company shall not, and
shall not permit any of its Subsidiaries to, enter into any transaction
with or make any payment or transfer to any Affiliate of the Company,
except in the ordinary course of business and upon fair and reasonable
terms no less favorable to the Company or such Subsidiary than would
obtain in a comparable arm's-length transaction with a Person not an
Affiliate of the Company or such Subsidiary.

     8.07     Use of Proceeds.  The Company shall not, and shall not
suffer or permit any Subsidiary to, use any portion of the Loan proceeds
or any Letter of Credit, directly or indirectly, (i) to purchase or carry
Margin Stock, (ii) to repay or otherwise refinance indebtedness of the
Company or others incurred to purchase or carry Margin Stock, (iii) to
extend credit for the purpose of purchasing or carrying any Margin Stock,
or (iv) to acquire any security in any transaction that is subject to
Section 13 or 14 of the Exchange Act.

     8.08     [Intentionally Blank]

     8.09     Restricted Payments.  The Company shall not, and shall not
permit any of its Subsidiaries to, purchase, redeem or otherwise acquire
for value any shares of its capital stock, or any warrants, rights or
options to acquire such shares, now or hereafter outstanding; except that
so long as no Default or Event of Default exists at the time of any action
described below or would result therefrom,

          (a)     any Subsidiary may purchase, redeem or otherwise acquire
shares of its capital stock from the Company or any Wholly-Owned
Subsidiary, and

          (b)     the Company may purchase, redeem or otherwise acquire
shares of its common stock or warrants or options to acquire any such
shares with the proceeds received from the substantially concurrent issue
of new shares of its common stock.

     8.10     Subsidiary Dividends.  The Company will not, and it will not
permit any of its Subsidiaries to, be a party to or enter into any
agreement, instrument or other document which prohibits or restricts in
any way, or to otherwise, directly or indirectly, create or cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Subsidiary of the Company to (a) pay dividends or make any
other distributions in respect of its capital stock or any other equity
interest or participation in any Subsidiary or pay or repay any
Indebtedness owed to the Company or any Subsidiary, (b) make loans or
advances to the Company or (c) transfer any of its properties or assets to
the Company or any Subsidiary (subject to the rights of any holder of a
Lien on any such properties or assets which Lien is a Permitted Lien).

     8.11     Subordinated Notes.  The Company shall not, and shall not
permit any Subsidiary to:  (a) amend, modify or change, or consent or
agree to any amendment, modification or change to, any of the terms of the
Indentures, the Subordinated Notes or the guarantees executed in
connection therewith, other than (i) any such amendment or modification
which would extend the maturity or reduce the amount of any payment of
principal thereof or which would reduce the rate or extend the date of
payment of interest thereon, (ii) ministerial amendments that do not
affect the Lenders, (iii) amendments of any representation or warranty,
covenant, obligation or default of the Company to any holder of
Subordinate Notes or to any trustee acting under the Indentures
(including, without limitation, financial ratios) in a manner which either
eliminates such representations and warranties, covenants, obligations or
defaults or renders them less restrictive or onerous than those contained
in the Subordinated Notes and/or the Indentures as in effect on the
Closing Date, and (iv) such other amendments and modifications acceptable
to the Majority Lenders; or (b) make any payments to the holders of the
Subordinated Notes or to any trustee acting under the Indentures which is
prohibited by the Indentures; or (c) make any prepayment of or redeem in
whole or in part the Subordinated Notes at any time that a Default or
Event of Default has occurred and is continuing.

     8.12     Minimum Consolidated Net Worth.  The Company will maintain
at all times Consolidated Net Worth in an amount not less than the sum of
(i) $160,000,000, plus (ii) 50% of Consolidated Net Income computed on a
cumulative basis for the period beginning April 1, 2004 and ending on the
date of determination (provided that no negative adjustment will be made
in the event that Consolidated Net Income is a deficit figure for such
period), plus (iii) 75% of the aggregate amount of the net assets (cash or
otherwise) received by the Company from the issuance of any class of
capital stock after June 30, 2004.

     8.13     Minimum Fixed Charge Coverage Ratio.  The Company shall not
permit the Fixed Charge Coverage Ratio as of the end of any fiscal quarter
to be less than 1.25 to 1.00.

     8.14     Consolidated Funded Indebtedness to Total Capitalization.
The Company shall not permit Consolidated Funded Indebtedness to exceed
the percentage of Total Capitalization set forth below at any time during
the periods set forth below:

     From June 30, 2004 through December 31, 2004           70%
     From January 1, 2005 through December 31, 2005         65%
     From January 1, 2006 and thereafter                    60%

     8.15     ERISA.  The Company shall not, and shall not suffer or
permit any of its ERISA Affiliates to:  (a) engage in a prohibited
transaction or violation of the fiduciary responsibility rules with
respect to any Plan which has resulted or could reasonably expected to
result in liability of the Company in an aggregate amount which could have
a Material Adverse Effect; (b) engage in a transaction that could be
subject to Section 4069 or 4212(c) of ERISA, or permit any Plan to engage
in any non-exempt "prohibited transaction" (as defined in Section 4975 of
the Code); (c) fail to comply with ERISA or any other applicable Laws; or
(d) incur any material "accumulated funding deficiency" (as defined in
Section 302 or ERISA), which, with respect to each event listed above,
could be reasonably expected to have a Material Adverse Effect.

     8.16     Change in Business.  The Company shall not, and shall not
permit any Subsidiary to, engage in any business or activity other than
the Principal Business.

     8.17     Accounting Changes.  The Company shall not, and shall not
suffer or permit any Subsidiary to, make any significant change in
accounting treatment or reporting practices, except as required by GAAP,
or change the fiscal year of the Company or of any Subsidiary.

     8.18     Amendments to the Statoil Purchase Agreement; No
Prepayments.  The Company agrees that it shall not amend, and shall not
permit Giant Yorktown to amend, the Statoil Purchase Agreement in any
manner that could, in the reasonable opinion of the Administrative Agent
or the Majority Lenders, adversely affect the Lenders.  The Company agrees
that, so long as no "Collateral Event" (as defined in the Statoil Purchase
Agreement) under the Statoil Purchase Agreement has occurred and is
continuing, it shall not pay, prepay or secure by letter of credit, and
shall not permit Giant Yorktown to pay for, prepay or secure by letter of
credit, any crude oil supplied under the Statoil Purchase Agreement prior
to the time such crude oil is deemed to have been Delivered (as defined in
the Statoil Purchase Agreement as in effect on the Closing Date) to Giant
Yorktown and obligations in respect of such crude oil delivered are due
and payable in accordance with the terms of the Statoil Purchase Agreement
as in effect on the Closing Date.  After the occurrence and during the
continuance of a Collateral Event, the Company and/or Giant Yorktown may
prepay or secure by letter of credit crude oil supplied under the Statoil
Purchase Agreement to the extent same is required by the terms of the
Statoil Purchase Agreement as in effect on the Closing Date, but the
Company shall, and shall cause Giant Yorktown to, use commercially
reasonably efforts to obtain the release by Statoil of all claims to,
liens on and security interests in all crude oil so prepaid or secured, by
written release in form and substance reasonably satisfactory to the
Administrative Agent.

                              ARTICLE IX
                          EVENTS OF DEFAULT

     9.01     Event of Default.  Any of the following shall constitute an
"Event of Default":

          (a)     Non-Payment.  The Company fails to pay, (i) when and as
required to be paid herein, any amount of principal of any Loan, or (ii)
within two (2) Business Days after the same becomes due, any L/C
Obligation or any interest, fee or other amount payable hereunder or under
any other Loan Document; or

          (b)     Representation or Warranty.  Any representation or
warranty by the Company or any Subsidiary made or deemed made herein, in
any other Loan Document, or which is contained in any certificate,
document or financial or other statement by the Company, any Subsidiary,
or any Responsible Officer, furnished at any time under this Agreement, or
in or under any other Loan Document, is incorrect in any material respect
on or as of the date made or deemed made; or

          (c)     Specific Defaults.  The Company (i) fails to perform or
observe any term, covenant or agreement contained in Section 7.02(a),
7.02(f), 7.03(a), 7.06, 7.14, 8.12, 8.13, or 8.14 or (ii) fails to perform
or observe any term, covenant or agreement contained in Article VIII
(which is not specified in the foregoing clause (c)(i)), and such default
shall continue unremedied for a period of 15 days after the occurrence
thereof; or

          (d)     Other Defaults.  The Company or any Subsidiary fails to
perform or observe any other term or covenant contained in this Agreement
or any other Loan Document, and such default shall continue unremedied for
a period of 30 days after the earlier of (i) the date upon which a
Responsible Officer knew or reasonably should have known of such default
or (ii) the date upon which written notice thereof is given to the Company
by the Administrative Agent or any Lender; or

          (e)     Cross-Default.

              (i)     The Company or any Subsidiary (A) fails to make any
payment in respect of any Indebtedness or Contingent Obligation having an
aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $5,000,000, or any Specified
Swap Contract (whatever the amount), when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) and
such failure continues after the applicable grace or notice period, if
any, specified in the relevant document on the date of such failure; or
(B) fails to perform or observe any other condition or covenant, or any
other event shall occur or condition exist, under any agreement or
instrument relating to any such Indebtedness or Contingent Obligation
having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than $5,000,000, or any
Specified Swap Contract (whatever the amount), if the effect of such
failure, event or condition is to cause, or to permit the holder or
holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if
required, such Indebtedness, Specified Swap Contract or Contingent
Obligation to be declared to be due and payable or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to
repurchase, prepay, defease or redeem to be made, prior to its stated
maturity, or cash collateral in respect thereof to be demanded; or (C) any
Indebtedness or Contingent Obligation of the Company or any Subsidiary in
excess of $5,000,000, or any Specified Swap Contract (whatever the
amount), shall be declared due and payable prior to its stated maturity or
cash collateral is demanded in respect of such Contingent Obligations or
Specified Swap Contracts; or

              (ii)     The Company or Giant Yorktown (A) fails to make any
Margin Payment under and as defined in the Yorktown Asset Purchase
Agreement when due and such failure continues after the applicable grace
or notice period, if any, specified in the Yorktown Asset Purchase
Agreement; or (B) fails to perform or observe any other condition or
covenant, or any other event shall occur or condition exist under the
Yorktown Asset Purchase Agreement, if the effect of such failure, event or
condition is to cause the Margin Payment, or any portion thereof, to be
immediately due and payable prior to any scheduled payment date therefore
or prior to its stated maturity (whether pursuant to Section 3(e)(iv)
therein or otherwise); provided, that a failure set forth in clauses (A)
and (B) herein shall not constitute an Event of Default if (x) such
failure arises from a good faith dispute or contest by the Company or
Giant Yorktown by appropriate proceedings and for which adequate reserves
are being maintained in accordance with GAAP, and (y) either (i) the
amount of Margin Payments remaining to be paid under the Yorktown Asset
Purchase Agreement is not more than $5,000,000 in the aggregate, or (ii)
if the amount of outstanding Margin Payments remaining to be paid under
the Yorktown Asset Purchase Agreement exceeds $5,000,000 in the aggregate,
the Yorktown Seller has not declared any Margin Payment, or any part
thereof, to be due and payable prior to its stated due date; or

              (iii)     A "Default" or an "Event of Default" shall occur
under and as defined in the Statoil Purchase Agreement; or

          (f)     Insolvency; Voluntary Proceedings.  The Company or any
Subsidiary (i) generally fails to pay, or admits in writing its inability
to pay, its debts as they become due, subject to applicable grace periods,
if any, whether at stated maturity or otherwise; (ii) commences any
Insolvency Proceeding with respect to itself; or (iii) takes any action to
effectuate or authorize any of the foregoing; or

          (g)     Involuntary Proceedings.  (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company or any Material
Subsidiary, or any writ, judgment, warrant of attachment, execution or
similar process, is issued or levied against all or a substantial part of
the Company's or any Material Subsidiary's properties, and any such
proceeding or petition shall not be dismissed, or such writ, judgment,
warrant of attachment, execution or similar process shall not be released,
vacated or fully bonded within 60 days after commencement, filing or levy;
(ii) the Company or any Material Subsidiary admits the material
allegations of a petition against it in any Insolvency Proceeding, or an
order for relief (or similar order under non-U.S. law) is ordered in any
Insolvency Proceeding; or (iii) the Company or any Material Subsidiary
acquiesces in the appointment of a receiver, trustee, custodian,
conservator, liquidator, mortgagee in possession (or agent therefor), or
other similar Person for itself or a substantial portion of its property
or business; or

          (h)     ERISA.  (i) An ERISA Event shall occur with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of the Company or a Subsidiary under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of $3,000,000 and such amount is not paid
when due; or (ii) the aggregate amount of Unfunded Pension Liability among
all Pension Plans is in an aggregate amount and could reasonably be
expected to cause a Material Adverse Effect; or (iii) the Company or any
ERISA Affiliate fails to pay when due any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $3,000,000; or

          (i)     Monetary Judgments.  One or more final judgments, final
orders, decrees or arbitration awards is entered against the Company or
any Subsidiary involving in the aggregate a liability (to the extent not
covered by independent third-party insurance as to which the insurer does
not dispute coverage) as to any single or related series of transactions,
incidents or conditions, of $5,000,000 or more, and the same shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of 30 days
after the entry thereof; or

          (j)     Change of Control.  There occurs any Change of Control;
or

          (k)     Loss of Permit.  Any Governmental Authority revokes or
fails to renew any material license, permit or franchise of the Company or
any Material Subsidiary, or the Company or any Material Subsidiary for any
reason loses any material license, permit or franchise, or the Company or
any Material Subsidiary suffers the imposition of any restraining order,
escrow, suspension or impound of funds in connection with any proceeding
(judicial or administrative) with respect to any material license, permit
or franchise; or

          (l)     Adverse Change.  There occurs a Material Adverse Effect;
or

          (m)     Guaranty Default.  A Guaranty is for any reason
partially (including with respect to future advances) or wholly revoked or
invalidated, or otherwise ceases to be in full force and effect, or such
Guarantor or any other Person contests in any manner the validity or
enforceability thereof or denies that it has any further liability or
obligation thereunder; or any event described at subsections (f) or (g) of
this Section occurs with respect to such Guarantor; or

          (n)     Invalidity of Subordination Provisions.  The
subordination provisions of any of the Indentures or Subordinated Notes
are for any reason revoked or invalidated, the Trustee under either of the
Indentures, any successor trustee thereto or any other Person contests in
any material respect the validity or enforceability thereof, or the
Indebtedness hereunder does not have the priority contemplated by this
Agreement or the Indenture or such subordination provisions; or

          (o)     Prepayment of Subordinated Notes.  If the Company or any
Subsidiary is required for any reason to prepay, redeem or purchase in
whole or in part any of the Subordinated Notes prior to the scheduled
maturity thereof; or

          (p)     Collateral.

               (i)     any provision of any Collateral Document shall for
any reason cease to be valid and binding on or enforceable against the
Company or any Subsidiary party thereto or the Company or any Subsidiary
shall so state in writing or bring an action to limit its obligations or
liabilities thereunder; or

               (ii)     any Collateral Document shall for any reason
(other than pursuant to the terms thereof) cease to create a valid
security interest in the Collateral purported to be covered thereby or
such security interest shall for any reason cease to be a perfected and
first priority security interest.

     9.02     Remedies.  If any Event of Default occurs and is continuing,
the Administrative Agent shall, at the request of, or may, with the
consent of, the Majority Lenders, do any or all of the following:

          (a)     declare the commitment of each Lender to make Loans and
any obligation of the Issuing Bank to Issue Letters of Credit to be
terminated, whereupon such Commitments shall be terminated;

          (b)     declare an amount equal to the maximum aggregate amount
that is or at any time thereafter may become available for drawing under
any outstanding Letters of Credit (whether or not any beneficiary shall
have presented, or shall be entitled at such time to present, the drafts
or other documents required to draw under such Letters of Credit) to be
immediately due and payable, and require that the Company deliver such
payments to the Administrative Agent to Cash Collateralize the L/C
Obligations;

          (c)     declare the unpaid principal amount of all outstanding
Loans, all interest accrued and unpaid thereon, and all other amounts
owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest, notice
of intention to accelerate, notice of acceleration or any other notice of
any kind, all of which are hereby expressly waived by the Company; and

          (d)     exercise on behalf of itself and the Lenders all rights
and remedies available to it and the Lenders under the Loan Documents or
applicable law;

provided, however, that upon the occurrence of an actual or deemed entry
of an order for relief with respect to the Company under any Debtor Relief
Law, the obligation of each Lender to make Loans and any obligation of the
Issuing Bank to Issue Letters of Credit shall automatically terminate and
without further act of the Administrative Agent, the Issuing Bank or any
Lender and without presentment, demand, protest, notice of intention to
accelerate, notice of acceleration or any other notice of any kind, all of
which are hereby expressly waived by the Company, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as
aforesaid shall automatically become due and payable and an amount equal
to the maximum aggregate amount that is or at any time thereafter may
become available for drawing under any outstanding Letters of Credit
(whether or not any beneficiary shall have presented, or shall be entitled
at such time to present, the drafts or other documents required to draw
under such Letters of Credit) shall automatically be due and payable and
shall be delivered to the Administrative Agent to be held as cash
collateral for the L/C Obligations and shall not be subject to or affected
by any right of setoff, counterclaim or recoupment which the Company may
now or hereafter have against any beneficiary, the Issuing Bank, or any
other Person for any reason whatsoever.

     9.03     Application of Funds.  After the exercise of remedies
provided for in Section 9.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically
been required to be Cash Collateralized as set forth in the proviso to
Section 9.02), any amounts received on account of the Obligations shall be
applied by the Administrative Agent in the following order:

     First, to payment of that portion of the Obligations constituting
fees, indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable
under Article IV payable to the Administrative Agent in its capacity as
such);

     Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders and the Issuing Bank (including fees, charges and
disbursements of counsel to the respective Lenders and the Issuing Bank
and amounts payable under Article IV), ratably among them in proportion to
the amounts described in this clause Second payable to them;

     Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans, L/C Borrowings and other
Obligations under the Loan Documents, ratably among the Lenders and the
Issuing Bank in proportion to the respective amounts described in this
clause Third payable to them;

     Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, ratably among the
Lenders and the Issuing Bank in proportion to the respective amounts
described in this clause Fourth owed to them;

     Fifth, to the Administrative Agent for the account of the Issuing
Bank, to Cash Collateralize that portion of L/C Obligations comprised of
the aggregate undrawn amount of Letters of Credit;

     Sixth, to payment of unpaid Obligations then due under Specified Swap
Contracts, ratably among the Swap Providers in proportion to the
respective amounts described in this clause Sixth owed to them; and

     Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Company or as otherwise required by Law.

Subject to Section 3.01(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as
they occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set
forth above.

     9.04     Rights Not Exclusive.  The rights provided for in this
Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies provided by
law or in equity, or under any other instrument, document or agreement now
existing or hereafter arising.

                              ARTICLE X
                        ADMINISTRATIVE AGENT

     10.01     Appointment and Authorization.

          Each of the Lenders and the Issuing Bank hereby irrevocably
appoints Bank of America to act on its behalf as the Administrative Agent
hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise
such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto.  The provisions of this Article are solely for the
benefit of the Administrative Agent, the Lenders and the Issuing Bank, and
neither the Company nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.

     10.02     Rights as a Lender.  The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in
its capacity as a Lender as any other Lender and may exercise the same as
though it were not the Administrative Agent and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the
Administrative Agent hereunder in its individual capacity.  Such Person
and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally
engage in any kind of business with the Company or any Subsidiary or other
Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders.

     10.03     Exculpatory Provisions.  The Administrative Agent shall not
have any duties or obligations except those expressly set forth herein and
in the other Loan Documents.  Without limiting the generality of the
foregoing, the Administrative Agent:

          (a)     shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default or Event of Default has occurred
and is continuing;

          (b)     shall not have any duty to take any discretionary action
or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby or by the other Loan Documents that
the Administrative Agent is required to exercise as directed in writing by
the Majority Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents),
provided, that the Administrative Agent shall not be required to take any
action that, in its opinion or the opinion of its counsel, may expose the
Administrative Agent to liability or that is contrary to any Loan Document
or applicable law; and

          (c)     shall not, except as expressly set forth herein and in
the other Loan Documents, have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the
Company or any of its Affiliates that is communicated to or obtained by
the Person serving as the Administrative Agent or any of its Affiliates in
any capacity.

The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Majority Lenders
(or such other number or percentage of the Lenders as shall be necessary,
or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 11.01 and 9.02)
or (ii) in the absence of its own gross negligence or willful misconduct.
The Administrative Agent shall be deemed not to have knowledge of any
Default or Event of Default unless and until notice describing such
Default or Event of Default is given to the Administrative Agent by the
Company, a Lender or the Issuing Bank.

The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document,
(ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any
Default or Event of Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or
any other agreement, instrument or document or (v) the satisfaction of any
condition set forth in Article V or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

     10.04     Reliance by Administrative Agent.  The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it
to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for
relying thereon.  In determining compliance with any condition hereunder
to the making of a Loan, or the issuance of a Letter of Credit, that by
its terms must be fulfilled to the satisfaction of a Lender or the Issuing
Bank, the Administrative Agent may presume that such condition is
satisfactory to such Lender or the Issuing Bank unless the Administrative
Agent shall have received notice to the contrary from such Lender or the
Issuing Bank prior to the making of such Loan or the issuance of such
Letter of Credit.  The Administrative Agent may consult with legal counsel
(who may be counsel for the Company), independent accountants and other
experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel,
accountants or experts.

     10.05     Delegation of Duties.  The Administrative Agent may perform
any and all of its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more sub-agents
appointed by the Administrative Agent.  The Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its
rights and powers by or through their respective Related Parties.  The
exculpatory provisions of this Article shall apply to any such sub-agent
and to the Related Parties of the Administrative Agent and any such sub-
agent, and shall apply to their respective activities in connection with
the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.

     10.06     Resignation of Administrative Agent.  The Administrative
Agent may at any time give notice of its resignation to the Lenders, the
Issuing Bank and the Company.  Upon receipt of any such notice of
resignation, the Majority Lenders shall have the right, in consultation
with the Company, to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an
office in the United States.  If no such successor shall have been so
appointed by the Majority Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided, that if the
Administrative Agent shall notify the Company and the Lenders that no
qualifying Person has accepted such appointment, then such resignation
shall nonetheless become effective in accordance with such notice and (1)
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in
the case of any collateral security held by the Administrative Agent on
behalf of the Lenders or the Issuing Bank under any of the Loan Documents,
the retiring Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed)
and (2) all payments, communications and determinations provided to be
made by, to or through the Administrative Agent shall instead be made by
or to each Lender and the Issuing Bank directly, until such time as the
Majority Lenders appoint a successor Administrative Agent as provided for
above in this Section.  Upon the acceptance of a successor's appointment
as Administrative Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section).  The fees payable
by the Company to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the
Company and such successor.  After the retiring Administrative Agent's
resignation hereunder and under the other Loan Documents, the provisions
of this Article and Section 11.05 shall continue in effect for the benefit
of such retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by
any of them while the retiring Administrative Agent was acting as
Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as Issuing Bank.  Upon
the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Issuing Bank,
(b) the retiring Issuing Bank shall be discharged from all of its duties
and obligations hereunder or under the other Loan Documents, and (c) the
successor Issuing Bank shall issue letters of credit in substitution for
the Letters of Credit, if any, outstanding at the time of such succession
or make other arrangement satisfactory to the retiring Issuing Bank to
effectively assume the obligations of the retiring Issuing Bank with
respect to such Letters of Credit.

     10.07     Non-Reliance on Administrative Agent and Other Lenders.
Each Lender and the Issuing Bank acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or
any of their Related Parties and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement.  Each Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties
and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document
or any related agreement or any document furnished hereunder or
thereunder.

     10.08     No Other Duties, Etc..  Anything herein to the contrary
notwithstanding, none of "co-syndication agents," "documentation agent,"
"co-agents," "book managers," "lead managers," "arrangers," "lead
arrangers" or "co-arrangers" listed on the cover page hereof shall have
any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the Issuing Bank hereunder.

     10.09     Administrative Agent May File Proofs of Claim.  In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Revolving Loan or L/C
Obligations shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Company) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

          (a)     to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Revolving Loans,
L/C Obligations and all other Obligations that are owing and unpaid and to
file such other documents as may be necessary or advisable in order to
have the claims of the Lenders, the Issuing Bank and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the Issuing Bank and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the Issuing Bank and the Administrative Agent
under Sections 2.09, 3.08, and 11.05) allowed in such judicial proceeding;
and

          (b)     to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby
authorized by each Lender and the Issuing Bank to make such payments to
the Administrative Agent and, in the event that the Administrative Agent
shall consent to the making of such payments directly to the Lenders and
the Issuing Bank, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due
the Administrative Agent under Sections 2.09 and 11.05.

Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any
Lender or the Issuing Bank any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any
Lender or to authorize the Administrative Agent to vote in respect of the
claim of any Lender in any such proceeding.

     10.10     Collateral and Guaranty Matters.  The Lenders and the
Issuing Bank irrevocably authorize and direct the Administrative Agent:

          (a)     to release any Lien on any property granted to or held
by the Administrative Agent under any Loan Document (i) upon termination
of the Commitments, payment in full of all Obligations (other than
contingent indemnification obligations), the expiration or termination of
all Letters of Credit, and, if any Specified Swap Contracts remain
outstanding, confirmation from each Swap Provider known to the
Administrative Agent to be party to such Swap Contracts that such Swap
Provider consents to such release, (ii) that is sold or to be sold as part
of or in connection with any sale permitted hereunder or under any other
Loan Document, or (iii) subject to Section 11.01, if approved, authorized
or ratified in writing by the Majority Lenders;

          (b)     to subordinate any Lien on any property granted to or
held by the Administrative Agent under any Loan Document to the holder of
any Lien on such property that is permitted by Section 8.01(h); and

          (c)     to release any Guarantor from its obligations under the
Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted hereunder.

     Upon request by the Administrative Agent at any time, the Majority
Lenders will confirm in writing the Administrative Agent's authority to
release or subordinate its interest in particular types or items of
property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Sections 10.10.

     10.11     Lender Hedging Agreements.  To the extent any Lender or any
Affiliate of a Lender is a party to a Specified Swap Contract in
accordance with the requirements of the Loan Documents and accepts the
benefits of the Liens in the Collateral arising pursuant to the Collateral
Documents, such Lender (for itself and on behalf of any such Affiliates)
shall be deemed (a) to appoint Bank of America, as its nominee and agent,
to act for and on behalf of such Lender or Affiliate thereof in connection
with the Collateral Documents, and (b) to be bound by the terms of this
Article X.

                             ARTICLE XI
                           MISCELLANEOUS

     11.01     Amendments and Waivers.  No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent
with respect to any departure by the Company or any applicable Subsidiary
therefrom, shall be effective unless the same shall be in writing and
signed by the Majority Lenders (or by the Administrative Agent at the
written request of the Majority Lenders) and the Company and acknowledged
by the Administrative Agent, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such waiver, amendment, or consent
shall:

          (a)     increase or extend the Commitment of any Lender (or
reinstate any Commitment of such Lender terminated pursuant to Section
9.02) without the written consent of such Lender;

          (b)     postpone or delay any date fixed by this Agreement or
any other Loan Document for any payment of principal, interest, fees or
other amounts due to the Lenders hereunder or under any other Loan
Document without the written consent of each Lender directly affected
thereby;

          (c)     reduce the principal of, or the rate of interest
specified herein on any Loan, or (subject to clause (ii) below) any fees
or other amounts payable hereunder or under any other Loan Document,
without the consent of each Lender directly affected thereby; provided,
however, that only the consent of the Majority Lenders shall be necessary
(i) to amend the definition of "Default Rate" or to waive any obligation
of the Company to pay interest or Letter of Credit Fees at the Default
Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein), even if the effect of such amendment would be to
reduce the rate of interest on any Loan or L/C Borrowing or to reduce any
fee payable hereunder;

          (d)     change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the
Lenders or any of them to take any action hereunder without the written
consent of each Lender; or

          (e)     amend this Section, or amend Section 9.03 in a manner
that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender; or

          (f)     discharge any Guarantor, or, except as otherwise
provided in Section 10.10, release any material portion of the Collateral,
except as otherwise may be provided in the Collateral Documents or except
where the consent of the Majority Lenders only is specifically provided
for;

and, provided further, that (i) no amendment, waiver or consent shall,
unless in writing and signed by the Issuing Bank in addition to the
Majority Lenders or all the Lenders, as the case may be, affect the rights
or duties of the Issuing Bank under this Agreement or any L/C-Related
Document relating to any Letter of Credit Issued or to be Issued by it,
(ii) no amendment, waiver or consent shall, unless in writing and signed
by the Administrative Agent in addition to the Majority Lenders or all the
Lenders, as the case may be, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document, and
(iii) the Fee Letter may be amended, or rights or privileges thereunder
waived, only in a writing executed by the parties thereto.

     11.02     Notices; Effectiveness; Electronic Communication.

          (a)     Notices Generally.  Except in the case of notices and
other communications expressly permitted to be given by telephone (and
except as provided in subsection (b) below), all notices and other
communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows, and all notices and
other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:

               (i)     if to the Company, the Administrative Agent or the
Issuing Bank, to the address, telecopier number, electronic mail address
or telephone number specified for such Person on Schedule 11.02; and

               (ii)     if to any other Lender, to the address, telecopier
number, electronic mail address or telephone number specified in its
Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received;
notices sent by telecopier shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next
business day for the recipient).  Notices delivered through electronic
communications to the extent provided in subsection (b) below, shall be
effective as provided in such subsection (b).

          (b)     Electronic Communications.  Notices, reports not
requiring original signatures, and other communications to the Lenders and
the Issuing Bank hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender or the Issuing Bank
pursuant to Article II if such Lender or the Issuing Bank, as applicable,
has notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication.  The
Administrative Agent or the Company, in its discretion, agree to accept
notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.

     Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received
upon the sender's receipt of an acknowledgement from the intended
recipient (such as by the "return receipt requested" function, as
available, return e-mail or other written acknowledgement), provided that
if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next business
day for the recipient, and (ii) notices or communications posted to an
Internet or intranet website shall be deemed received upon the deemed
receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication
is available and identifying the website address therefor.

          (c)     Change of Address, Etc.  Each of the Company, the
Administrative Agent and the Issuing Bank may change its address,
telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto.  Each other Lender may
change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the Company, the Administrative
Agent and the Issuing Bank.

          (d)     Reliance by Administrative Agent, Issuing Bank and
Lenders.  The Administrative Agent, the Issuing Bank and the Lenders shall
be entitled to rely and act upon any notices (including telephonic Notices
of Borrowing) purportedly given by or on behalf of the Company even if (i)
such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified
herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof.  The Company shall indemnify the
Administrative Agent, the Issuing Bank, each Lender and the Related
Parties of each of them from all losses, costs, expenses and liabilities
resulting from the good faith reliance by such Person on each notice
purportedly given by or on behalf of the Company.  All telephonic notices
to and other telephonic communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording.

     11.03     No Waiver; Cumulative Remedies.  No failure to exercise and
no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder, shall operate as
a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.

     11.04     [Reserved].

     11.05     Expenses; Indemnity; Damage Waiver.

          (a)     Costs and Expenses.  The Company shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates (including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and
the other Loan Documents or any amendments, modifications or waivers of
the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any
demand for payment thereunder and (iii) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, any Lender or the Issuing
Bank (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the Issuing Bank), in connection with
the enforcement or protection of its rights (A) in connection with this
Agreement and the other Loan Documents, including its rights under this
Section, or (B) in connection with the Loans made or Letters of Credit
issued hereunder, including all such reasonable out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of
such Loans or Letters of Credit.

          (b)     Indemnification by the Company.  The Company shall
indemnify the Administrative Agent (and any sub-agent thereof), each
Lender and the Issuing Bank, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against,
and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by the
Company or any other Loan Party arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any
refusal by the Issuing Bank to honor a demand for payment under a Letter
of Credit if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Substances on or from any
property owned or operated by the Company or any of its Subsidiaries, or
any Environmental Claim or Environmental Damages related in any way to the
Company or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by the Company or any other Loan Party, and
regardless of whether any Indemnitee is a party thereto, in all cases,
whether or not caused by or arising, in whole or in part, out of the
comparative, contributory or sole negligence of the Indemnitee; provided,
that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (y) result from a claim brought
by the Company or any other Loan Party against an Indemnitee for breach in
bad faith of such Indemnitee's obligations hereunder or under any other
Loan Document, if the Company or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court
of competent jurisdiction.

          (c)     Reimbursement by Lenders.  To the extent that the
Company for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to the
Administrative Agent (or any sub-agent thereof), the Issuing Bank or any
Related Party of any of the foregoing, each Lender severally agrees to pay
to the Administrative Agent (or any such sub-agent), the Issuing Bank or
such Related Party, as the case may be, such Lender's Pro Rata Share
(determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount, provided, that the
unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against
the Administrative Agent (or any such sub-agent) or the Issuing Bank in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or Issuing
Bank in connection with such capacity.  The obligations of the Lenders
under this subsection (c) are subject to the provisions of Section
2.12(b).

          (d)     Waiver of Consequential Damages, Etc.  To the fullest
extent permitted by applicable law, the Company shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with,
or as a result of, this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof.

          (e)     No Indemnitee referred to in subsection (b) above shall
be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it, in a manner
consistent with its usual and customary practices, through
telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby.

          (f)     Payments.  All amounts due under this Section shall be
payable not later than ten (10) Business Days after demand therefor.

          (g)     Survival.  The agreements in this Section shall survive
the resignation of the Administrative Agent and the Issuing Bank, the
replacement of any Lender, the termination of the aggregate Commitments
and the repayment, satisfaction or discharge of all the other Obligations.

     11.06     Payments Set Aside.  To the extent that the Company makes a
payment to the Administrative Agent or the Lenders, or the Administrative
Agent or the Lenders exercise their right of set-off, and such payment or
the proceeds of such set-off or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any Insolvency
Proceeding or otherwise, then (a) to the extent of such recovery the
obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not
been made or such set-off had not occurred, and (b) each Lender severally
agrees to pay to the Administrative Agent upon demand its pro rata share
of any amount so recovered from or repaid by the Administrative Agent.

     11.07     Successors and Assigns.

          (a)     Successors and Assigns Generally.  The provisions of
this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted
hereby, except that the Company may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent
of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in
accordance with the provisions of paragraph (b) of this Section, (ii) by
way of participation in accordance with the provisions of paragraph (d) of
this Section, or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of paragraph (f) of this Section (and
any other attempted assignment or transfer by any party hereto shall be
null and void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the
extent provided in paragraph (d) of this Section and, to the extent
expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

          (b)     Assignments by Lenders.  Any Lender may at any time
assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans (including for purposes of this paragraph (b),
participations in L/C Obligations) at the time owing to it); provided that
(i) except in the case of an assignment of the entire remaining amount of
the assigning Lender's Commitment, the Loans at the time owing to it and
the L/C Obligations, or in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund with respect to a Lender, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the applicable Commitment is not then in
effect, the principal outstanding balance of the Loan of the assigning
Lender subject to each such assignment, and L/C Obligations (in each case
determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if "Trade
Date" is specified in the Assignment and Assumption, as of the Trade Date,
shall not be less than $5,000,000, unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the
Company, otherwise consents (each such consent not to be unreasonably
withheld or delayed); (ii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights
and obligations under this Agreement with respect to the Loans, the
Commitment or the L/C Obligations assigned; (iii) any assignment of a
Lender's Commitment must be approved by the Administrative Agent and the
Issuing Bank unless the Person that is the proposed assignee is itself a
Lender (whether or not the proposed assignee would otherwise qualify as an
Eligible Assignee); and (iv) the parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500, and if the
Eligible Assignee is not a Lender, such Eligible Assignee shall deliver to
the Administrative Agent an Administrative Questionnaire.  Subject to
acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall
be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of
Sections 4.01, 4.04, 4.05, and 11.05 with respect to facts and
circumstances occurring prior to the effective date of such assignment.
Upon request, the Company (at its expense) shall execute and deliver a
Note to the assignee Lender.  Upon request by the Company, the assigning
Lender shall return the Note, if any, executed by the Company in favor of
such assigning Lender.  Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in
accordance with paragraph (d) of this Section.

          (c)     Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Company, shall maintain at one of its
offices listed on Schedule 11.02 hereto a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to
the terms hereof from time to time (the "Register").  The entries in the
Register shall be conclusive, and the Company, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary.  The
Register shall be available for inspection by the Company at any
reasonable time and from time to time upon reasonable prior notice.  In
addition, at any time that a request for a consent for a material or other
substantive change to the Loan Documents is pending, any Lender wishing to
consult with other Lenders in connection therewith may request and receive
from the Administrative Agent a copy of the Register.

          (d)     Participations.  Any Lender may at any time, without the
consent of, or notice to, the Company or the Administrative Agent, sell
participations to any Person (other than a natural person or the Company
or any of the Company's Affiliates or Subsidiaries) (each, a
"Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans (including such Lender's participations in L/C
Obligations) owing to it; provided that (i) such Lender's obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Company, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or
waiver of any  provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent
of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 11.01 that directly affects such
Participant; subject the benefits of Sections 4.01, 4.04 and 4.05 to the
same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.  To the extent
permitted by law, each Participant also shall be entitled to the benefits
of Section 11.09 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13 as though it were a Lender.

          (e)     Limitation on Participant Rights.  A Participant shall
not be entitled to receive any greater payment under Sections 4.01 or 4.04
than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with the Company's prior
written consent.  A Participant that would be a Foreign Lender if it were
a Lender shall not be entitled to the benefits of Section 4.01 unless the
Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Company, to comply with Section
4.01(e) as though it were a Lender.

          (f)     Certain Pledges.  Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.

          (g)     Electronic Execution of Assignments.  The words
"execution," "signed," "signature," and words of like import in any
Assignment and Assumption shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall be of
the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case
may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.

          (h)     Resignation as Issuing Bank after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time
Bank of America assigns all of its Commitment and Loans pursuant to
paragraph (b) above, Bank of America may, upon 30 days' notice to the
Company and the Lenders, resign as Issuing Bank.  In the event of any such
resignation as Issuing Bank, the Company shall be entitled to appoint from
among the Lenders a successor Issuing Bank hereunder; provided, however,
that no failure by the Company to appoint any such successor shall affect
the resignation of Bank of America as Issuing Bank.  If Bank of America
resigns as Issuing Bank, it shall retain all the rights and obligations of
the Issuing Bank hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as Issuing Bank
and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts under Letters of Credit pursuant to Section 3.01(c)
hereof).

     11.08     Confidentiality.  Each of the Administrative Agent, the
Lenders and the Issuing Bank agrees to take normal and reasonable
precautions and exercise due care to maintain the confidentiality of all
information identified as "confidential" or "secret" by the Company and
provided to it by the Company or any of its Subsidiaries, or by the
Administrative Agent on such Company's or Subsidiary's behalf, under or in
connection with this Agreement or any other Loan Document, and neither it
nor any of its Affiliates shall use any such information other than in
connection with or in enforcement of this Agreement and the other Loan
Documents or in connection with other business now or hereafter existing
or contemplated with the Company or any Subsidiary; except to the extent
such information (i) was or becomes generally available to the public
other than as a result of disclosure by such Person, or (ii) was or
becomes available on a non-confidential basis from a source other than the
Company, provided that such source is not bound by a confidentiality
agreement with the Company known to such Person; provided, however, that
such Person may disclose such information (A) at the request or pursuant
to any requirement of any Governmental Authority to which such Person is
subject or in connection with an examination of such Person by any such
authority; (B) pursuant to subpoena or other court process; (C) when
required to do so in accordance with the provisions of any applicable
Requirement of Law; (D) to the extent reasonably required in connection
with any litigation or proceeding to which such Person may be party; (E)
to the extent reasonably required in connection with the exercise of any
remedy hereunder or under any other Loan Document; (F) to such Person's
independent auditors and other professional advisors; (G) to any Affiliate
of such Person, or to any Participant or Eligible Assignee, actual or
potential, provided that such Affiliate, Participant or Eligible Assignee
agrees to keep such information confidential to the same extent required
hereunder; (H) as to any such Person, as expressly permitted under the
terms of any other document or agreement regarding confidentiality to
which the Company is party or is deemed party with such Person; and (I) to
any nationally recognized rating agency or similar organization that
requires access to information about a Lender's or its Affiliates'
investment portfolio in connection with ratings issued with respect to
such Lender or its Affiliates.

     11.09     Set-off.  In addition to any rights and remedies of the
Lenders provided by law, if an Event of Default exists or the Loans have
been accelerated, each Lender is authorized at any time and from time to
time, without prior notice to the Company, any such notice being waived by
the Company to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or
final) at any time held by, and other indebtedness at any time owing by,
such Lender to or for the credit or the account of the Company against any
and all Obligations now or hereafter existing, irrespective of whether or
not the Administrative Agent or such Lender shall have made demand under
this Agreement or any Loan Document and although such Obligations may be
Contingent Obligations or unmatured.  Each Lender agrees promptly to
notify the Company and the Administrative Agent after any such set-off and
application made by such Lender; provided, however, that the failure to
give such notice shall not affect the validity of such set-off and
application.

     11.10     Interest.  It is the intention of the parties hereto to
comply with applicable usury laws; accordingly, notwithstanding any
provision to the contrary in this Agreement, the Notes or in any of the
other Loan Documents securing the payment hereof or otherwise relating
hereto, in no event shall this Agreement, the Notes or such other Loan
Documents require the payment or permit the payment, taking, reserving,
receiving, collection, or charging of any sums constituting interest under
applicable laws, if any, which exceed the maximum amount permitted by such
laws.  If any such excess interest is called for, contracted for, charged,
taken, reserved, or received in connection with the Loans evidenced by the
Notes or in any of the Loan Documents securing the payment thereof or
otherwise relating thereto, or in any communication by the Administrative
Agent or the Lenders or any other person to the Company or any other
person, or in the event all or part of the principal or interest thereof
shall be prepaid or accelerated, so that under any of such circumstances
or under any other circumstance whatsoever the amount of interest
contracted for, charged, taken, reserved, or received on the amount of
principal actually outstanding from time to time under the Notes shall
exceed the maximum amount of interest permitted by applicable usury laws,
then in any such event it is agreed as follows:  (i) the provisions of
this paragraph shall govern and control, (ii) neither the Company nor any
other person or entity now or hereafter liable for the payment of the
Notes shall be obligated to pay the amount of such interest to the extent
such interest is in excess of the maximum amount of interest permitted by
applicable usury laws, (iii) any such excess which is or has been received
notwithstanding this paragraph shall be credited against the then unpaid
principal balance of the Notes or, if the Notes have been or would be paid
in full, refunded to the Company, and (iv) the provisions of this
Agreement, the Notes and the other Loan Documents securing the payment
hereof and otherwise relating hereto, and any communication to the
Company, shall immediately be deemed reformed and such excess interest
reduced, without the necessity of executing any other document, to the
maximum lawful rate allowed under applicable laws as now or hereafter
construed by courts having jurisdiction hereof or thereof.  Without
limiting the foregoing, all calculations of the rate of the interest
contracted for, charged, taken, reserved, or received in connection with
the Notes or this Agreement which are made for the purpose of determining
whether such rate exceeds the maximum lawful rate shall be made to the
extent permitted by applicable laws by amortizing, prorating, allocating
and spreading during the period of the full term of the Loans, including
all prior and subsequent renewals and extensions, all interest at any time
contracted for, charged, taken, reserved, or received.  The terms of this
paragraph shall be deemed to be incorporated in every document and
communication relating to the Notes, the Loans or any other Loan Document.

     11.11     Indemnity and Subrogation.  In addition to all such rights
of indemnity and subrogation as the Guarantors may have under applicable
law, the Company agrees that in the event a payment shall be made by any
Guarantor under a Guaranty in respect of a Loan to the Company, the
Company shall indemnify such Guarantor for the full amount of such payment
and such Guarantor shall be subrogated to the rights of the person to whom
such payment shall have been made to the extent of such payment subject to
the provisions of the Guaranty executed by such Guarantor.
Notwithstanding any provision of this Agreement to the contrary, all
rights of the Guarantors under this Section 11.11 and all other rights of
indemnity, contribution or subrogation under applicable law or otherwise
shall be fully subordinated to the indefeasible payment in full of the
Obligations, and no payments may be made in respect of such rights of
indemnity, contribution or subrogation until all the Obligations have been
paid in full, all Commitments have expired and all Letters of Credit have
expired.  No failure on the part of the Company to make the payments
required by this Section (or any other payments required under applicable
law or otherwise) shall in any respect limit the obligations and
liabilities of any Guarantor with respect to any Guaranty, and each
Guarantor shall remain liable for the full amount of the obligation of
such Guarantor under each such Guaranty in accordance therewith.

     11.12     Automatic Debits of Fees.  With respect to any commitment
fee, arrangement fee, letter of credit fee or other fee, or any other cost
or expense (including Attorney Costs) due and payable to the
Administrative Agent, the Issuing Bank, Bank of America or the Arranger
under the Loan Documents, the Company hereby irrevocably authorizes Bank
of America, after giving reasonable prior notice to the Company, to debit
any deposit account of the Company with Bank of America in an amount such
that the aggregate amount debited from all such deposit accounts does not
exceed such fee or other cost or expense.  If there are insufficient funds
in such deposit accounts to cover the amount of the fee or other cost or
expense then due, such debits will be reversed (in whole or in part, in
Bank of America's sole discretion) and such amount not debited shall be
deemed to be unpaid.  No such debit under this Section shall be deemed a
set-off.

     11.13     Replacement of Lenders.  If any Lender requests
compensation under Section 4.04, or if the Company is required to pay any
additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 4.01, or if any Lender is a
Defaulting Lender, then the Company may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by,
Section 11.07), all of its interests, rights and obligations under this
Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided, that:

          (a)     the Company shall have paid to the Administrative Agent
the assignment fee specified in Section 11.07(b);

          (b)     such Lender shall have received payment of an amount
equal to the outstanding principal of its Revolving Loans and L/C
Advances, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents (including any
amounts under Section 4.05) from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Company (in
the case of all other amounts);

          (c)     in the case of any such assignment resulting from a
claim for compensation under Section 4.04 or payments required to be made
pursuant to Section 4.01, such assignment will result in a reduction in
such compensation or payments thereafter; and

          (d)     such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Company to require such assignment and
delegation cease to apply.

     11.14     Notification of Addresses, Lending Offices, Etc.  Each
Lender shall notify the Administrative Agent in writing of any changes in
the address to which notices to the Lender should be directed, of
addresses of any Lending Office, of payment instructions in respect of all
payments to be made to it hereunder and of such other administrative
information as the Administrative Agent shall reasonably request.

     11.15     Counterparts.  This Agreement may be executed in any number
of separate counterparts, each of which, when so executed, shall be deemed
an original, and all of said counterparts taken together shall be deemed
to constitute but one and the same instrument.

     11.16     Severability.  The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required
hereunder shall not in any way affect or impair the legality or
enforceability of the remaining provisions of this Agreement or any
instrument or agreement required hereunder.

     11.17     No Third Parties Benefited.  This Agreement and the other
Loan Documents are made and entered into for the sole protection and legal
benefit of the Company, the Lenders, the Administrative Agent and the
Agent-Related Persons, and their permitted successors and assigns, and no
other Person shall be a direct or indirect legal beneficiary of, or have
any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents.

     11.18     GOVERNING LAW.

          (a)     THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO ITS CONFLICTS OF LAW RULES OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATION LAW) AND APPLICABLE FEDERAL LAW; AND THE
AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b)     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND THE LENDERS
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS.  EACH OF THE COMPANY, THE AGENT AND THE
LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN
SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED
HERETO.  THE COMPANY, THE AGENT AND THE LENDERS EACH WAIVE PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, AND CONSENT TO THE
SERVICE OF PROCESS IN ANY SUCH LEGAL ACTION OR PROCEEDING BY THE MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT
AT ITS ADDRESS SET FORTH IN SCHEDULE 11.02,  SUCH SERVICE TO BECOME
EFFECTIVE TEN DAYS AFTER SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE
RIGHT OF THE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.  EACH OF THE COMPANY AND EACH GUARANTOR, BY ITS
EXECUTION OF A GUARANTY, HEREBY IRREVOCABLY APPOINTS CT CORPORATION
SYSTEM, WITH AN ADDRESS AT 111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NEW
YORK 10011 (THE "NEW YORK PROCESS AGENT") AS PROCESS AGENT IN ITS NAME,
PLACE AND STEAD TO RECEIVE AND FORWARD SERVICE OF ANY AND ALL WRITS,
SUMMONSES AND OTHER LEGAL PROCESS IN ANY SUIT, ACTION OR PROCEEDING
BROUGHT IN THE STATE OF NEW YORK, AGREES THAT SUCH SERVICE IN ANY SUCH
SUIT, ACTION OR PROCEEDING MAY BE MADE UPON THE NEW YORK PROCESS AGENT,
AND AGREES TO TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID
APPOINTMENT IN FULL FORCE AND EFFECT.

     11.19     WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     11.20     Assignment of Existing Loans.  Those Lenders who are
parties to the Existing Credit Agreement hereby assign to the Lenders who
are signatories hereto the indebtedness owed to them under the Existing
Credit Agreement in such amounts so that on the effective date of this
Agreement all Lenders who are signatories hereto have Commitments and
rights and obligations in respect of Loans and L/C Obligations equal to
the Pro Rata Shares that are set forth on Schedule 2.01.  On the Closing
Date, the Lenders shall make cash settlement with each either directly or
through the Administrative Agent, as the Administrative Agent may direct
or approve, with respect to all assignments and reallocations as reflected
in this Section.  The Company agrees to pay any loss, cost or expense
incurred by the Lenders who are parties to the Existing Credit Agreement
as a result of payments received pursuant to the reallocations and
assignments herein referenced, in accordance with Section 4.05 of the
Agreement.

     11.21     Restatement of Existing Credit Agreement.  The parties
hereto agree that, on the Closing Date, after all conditions precedent set
forth in Section 5.01 have been satisfied or waived: (a) the Obligations
(as defined in this Agreement) represent, among other things, the
restatement, renewal, amendment, extension, and modification of the
"Obligations" (as defined in the Existing Credit Agreement); (b) this
Agreement is intended to, and does hereby, restate, renew, extend, amend,
modify, supersede, and replace the Existing Credit Agreement in its
entirety; (c) the Notes, if any, executed pursuant to this Agreement
amend, renew, extend, modify, replace, restate, substitute for, and
supersede in their entirety (but do not extinguish the Indebtedness
arising under) the promissory notes issued pursuant to the Existing Credit
Agreement, which existing promissory notes shall be returned to
Administrative Agent promptly after the Closing Date, marked "renewed and
replaced"; (d) the Collateral Documents executed pursuant to this
Agreement amend, renew, extend, modify, replace, restate, substitute for,
and supersede in their entirety (but do not extinguish or impair the
collateral security created or evidenced by) the "Collateral Documents"
executed and delivered pursuant to the Existing Credit Agreement; (e) each
Guaranty executed pursuant to this Agreement amends, renews, extends,
modifies, replaces, restates, substitutes for, and supersedes in its
entirety (but does not extinguish or impair the Obligations guaranteed by)
the Guaranty executed by the applicable Guarantor, as the case may be,
executed and delivered pursuant to the Existing Credit Agreement; and (f)
the entering into and performance of their respective obligations under
the Loan Documents and the transactions evidenced hereby do not constitute
a novation nor shall they be deemed to have terminated, extinguished, or
discharged the "Indebtedness" under the Existing Credit Agreement, the
Collateral Documents, the Guarantees, or the other Loan Documents (or the
collateral security therefor), all of which Indebtedness and Collateral
shall continue under and be governed by this Agreement and the other Loan
Documents, except as expressly provided otherwise herein.

     11.22     Designation of Senior Debt.  All Obligations shall be
"Designated Senior Indebtedness" for purposes of and as defined in the
Indentures and all supplemental indentures thereto.

     11.23     Survival of Representations and Warranties.  All
representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery
hereof and thereof.  Such representations and warranties have been or will
be relied upon by the Administrative Agent, the Issuing Bank and each
Lender, regardless of any investigation made by the Administrative Agent,
the Issuing Bank or any Lender or on their behalf and notwithstanding that
the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default at the time of the making of any Loan
or issuance of Letter of Credit, and shall continue in full force and
effect as long as any Loan or any other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

     11.24     USA PATRIOT Act Notice.  Each Lender that is subject to the
Act (as hereinafter defined) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Company that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies the Company, which
information includes the name and address of the Company and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Company in accordance with the Act.

     11.25     Entire Agreement.  This Agreement, together with the other
Loan Documents, embodies the entire agreement and understanding among the
Company, the Lenders and the Administrative Agent, and supersedes all
prior or contemporaneous agreements and understandings of such Persons,
verbal or written, relating to the subject matter hereof and thereof.

     THIS WRITTEN LOAN AGREEMENT, TOGETHER WITH THE OTHER WRITTEN LOAN
DOCUMENTS EXECUTED IN CONNECTION HEREWITH, REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                [SIGNATURES BEGIN ON THE FOLLOWING PAGE]



<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


                                    GIANT INDUSTRIES, INC.


                                    By  /s/ MARK B. COX
                                      -----------------------------
                                    Name:   MARK COX
                                         --------------------------
                                    Title:  VP, TREASURER AND
                                            CHIEF FINANCIAL OFFICER
                                          -------------------------

































                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement


<PAGE>
                                    BANK OF AMERICA, N.A.,
                                    as Administrative Agent


                                    By   /s/ CLAIRE LIU
                                      -----------------------------
                                      Claire Liu
                                      Managing Director


                                    BANK OF AMERICA, N.A., as a
                                    Lender and L/C Issuer


                                    By   /s/ CLAIRE LIU
                                      -----------------------------
                                      Claire Liu
                                      Managing Director





























                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement


<PAGE>
                                    BANK OF SCOTLAND, as a Lender



                                    By  /s/ AMENA NABI
                                      ------------------------------
                                    Name:   Amena Nabi
                                         ---------------------------
                                    Title:  Assistant Vice President
                                          --------------------------





































                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement



<PAGE>
                                    BNP PARIBAS, as a Lender


                                    By   /s/ LARRY ROBINSON
                                      -----------------------------
                                    Name:    Larry Robinson
                                         --------------------------
                                    Title:   Director
                                          -------------------------


                                    By   /s/ J. ONISCHUK
                                      -----------------------------
                                    Name:    J. Onischuk
                                         --------------------------
                                    Title:   Director
                                          -------------------------






























                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement



<PAGE>
                                    COMERICA BANK, as a Lender


                                    By   /s/ PETER F. FITZPATRICK
                                      -----------------------------
                                    Name:    Peter F. Fitzpatrick
                                         --------------------------
                                    Title:   Vice President
                                          -------------------------






































                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement


<PAGE>
                                    PNC BANK, NATIONAL ASSOCIATION,
                                    as a Lender


                                    By   /s/ TIMOTHY S. CULVER
                                      -----------------------------
                                    Name:    Timothy S. Culver
                                         --------------------------
                                    Title:   VP
                                          -------------------------





































                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement


<PAGE>
                                    UBS AG, STAMFORD BRANCH, as a Lender


                                    By   /s/ WILFRED V. SAINT
                                      --------------------------------
                                    Name:    Wilfred V. Saint
                                         -----------------------------
                                    Title:   Director Banking Products
                                             Services, US
                                          ----------------------------


                                    By   /s/ Joselin Fernandes
                                      --------------------------------
                                    Name:    Joselin Fernandes
                                         -----------------------------
                                    Title:   Associate Director
                                             Banking Products Services, US
                                          ----------------------------




























                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement


<PAGE>
                                    WELLS FARGO BANK, N.A., as a Lender


                                    By  /s/ ART KRASNY
                                      -----------------------------
                                    Name:   Art Krasny
                                         --------------------------
                                    Title:  Relationship Manager
                                          -------------------------






































                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement



<PAGE>
                                    HIBERNIA NATIONAL BANK, as a Lender


                                    By   /s/ NANCY G. MORAGAS
                                      -----------------------------
                                    Name:    Nancy G. Moragas
                                         --------------------------
                                    Title:   Vice President
                                          -------------------------






































                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement



<PAGE>
                                    RZB FINANCE LLC, as a Lender


                                    By   /s/ HERMINE KIROLOS
                                      -----------------------------
                                    Name:    Hermine Kirolos
                                         --------------------------
                                    Title:   Group Vice President
                                          -------------------------


                                    By   /s/ JOHN A. VALISKA
                                      -----------------------------
                                    Name:    John A. Valiska
                                         --------------------------
                                    Title:   Group Vice President
                                          -------------------------






























                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement


<PAGE>
                                    NATEXIS BANQUES POPULAIRES,
                                    as a Lender


                                    By   /s/ DANIEL PAYER
                                      -----------------------------
                                    Name:    Daniel Payer
                                         --------------------------
                                    Title:   Vice President
                                          -------------------------


                                    By   /s/ DONOVAN C. BROUSSARD
                                      -----------------------------
                                    Name:    Donovan C. Broussard
                                         --------------------------
                                    Title:   Vice President and Manager
                                          -------------------------





























                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement



<PAGE>
                                    U.S. BANK NATIONAL ASSOCIATION,
                                    as a Lender


                                    By  /s/ MARK E. THOMPSON
                                      -----------------------------
                                    Name:   Mark E. Thompson
                                         --------------------------
                                    Title:  Vice President
                                          -------------------------





































                 Signature Page to Giant Industries, Inc.
                Third Amended and Restated Credit Agreement


<PAGE>
                              SCHEDULE 1.01A

                         OPERATING LEASES EXCLUDED
                     FROM DEFINITION OF INDEBTEDNESS


1.  Lease dated November 4, 2003, between CTW-Pinnacle Peak, LLC and the
    Giant Arizona for the Headquarters Building located at 23733 N.
    Scottsdale Road, Scottsdale, AZ 85255.

2.  Lease to be entered into in 2004 by the Company or a Subsidiary of the
    Company for a new Raytheon Aircraft Company Hawker 800XP.



































                          Schedule 1.01A - Page 1



<PAGE>
                              SCHEDULE 1.01B

                    PREFERRED ELIGIBLE ACCOUNT OBLIGORS


                                 BP, P.L.C.
                        Chevron Texaco Corporation
                                Conoco, Inc.
                         ExxonMobil Corporation
                Shell Transport & Trading Company, P.L.C.
                   Texaco Trading & Transportation, Inc.




































                          Schedule 1.01B - Page 1



<PAGE>
                             SCHEDULE 2.01

                              COMMITMENTS


BANK                                COMMITMENT    PRO RATA SHARE
----                                ----------    --------------

Bank of America, N.A.               $10,000,000    10.000000000%
BNP Paribas                         $10,000,000    10.000000000%
Comerica Bank                       $10,000,000    10.000000000%
PNC Bank, National Association      $10,000,000    10.000000000%
Wells Fargo Bank, N.A.              $10,000,000    10.000000000%
Bank of Scotland                    $10,000,000    10.000000000%
UBS AG, Stamford Branch             $10,000,000    10.000000000%
RZB Finance LLC                      $8,500,000     8.500000000%
Hibernia National Bank               $8,500,000     8.500000000%
U.S. Bank National Association       $6,500,000     6.500000000%
Natexis Banques Populaires           $6,500,000     6.500000000%
Total                              $100,000,000   100.000000000%



























                          Schedule 2.01 - Page 1


<PAGE>
                             SCHEDULE 2.02

                             PRICING CHART

                    (Expressed in percent per annum)


                                  LIBOR   BASE RATE   LETTER OF  COMMITMENT
LEVEL    SENIOR LEVERAGE RATIO    MARGIN    MARGIN    CREDIT FEE     FEE
-----    ---------------------    ------  ---------   ---------- ----------
I        Less than or equal
         to 0.75                   2.25%    1.25%       2.25%       0.50%

II       Greater than 0.75,
         but less than or
         equal to 1.25             2.50%    1.50%       2.50%       0.50%

III      Greater than 1.25         2.75%    1.75%       2.75%       0.50%


Each adjustment of the Applicable Margin, the Letter of Credit Fee, and
the Commitment Fee shall be made by the Administrative Agent and shall be
effective on the first business day immediately following the date upon
which the Company delivers a Compliance Certificate to the Administrative
Agent pursuant to Section 7.02(c) reflecting a changed pricing level
(accompanied and supported by the financial statements with respect to
which such Compliance Certificate is required to be delivered); provided
however, that if a Compliance Certificate is not delivered by such date,
then, commencing on the first business day immediately following the date
such Compliance Certificate was required until the date such Compliance
Certificate is delivered, the Applicable Margins, the Letter of Credit
Fee, and the Commitment Fee shall be those indicated for Level III, and
from and after the first business day immediately following the date such
Compliance Certificate is thereafter received, the Applicable Margins, the
Letter of Credit Fee, and the Commitment Fee shall be as determined from
such Compliance Certificate.











                          Schedule 2.02 - Page 1


<PAGE>
                            SCHEDULE 3.01

                     EXISTING LETTERS OF CREDIT


                                     LETTER OF
BENEFICIARY                           CREDIT        AMOUNT      MATURITY

State of New Mexico, Director          222564    $1,100,000.00  05/04/05
National Union Fire Insurance Co.     7405118    $1,361,872.00  11/01/04
Liberty Mutual Insurance Co.          7408524    $1,150,000.00  09/13/04
ExxonMobil Oil Corporation            7409705   $12,386,534.00  08/10/04
El Paso Natural Gas Company           7410201      $143,175.00  05/12/05
Commercial Fueling Network            3006785       $70,000.00  09/10/04
Koch Supply & Trading, LP             7414530   $18,000,000.00  07/30/04
































                          Schedule 3.01 - Page 1


<PAGE>
                          SCHEDULE 6.16

              SUBSIDIARIES AND MINORITY INTERESTS


(a)     Subsidiaries

The following is a wholly-owned Subsidiary of the Company:

          Giant Industries Arizona, Inc., an Arizona corporation

The following are wholly-owned Subsidiaries of Giant Industries Arizona,
Inc.:

          Ciniza Production Company, a New Mexico corporation
          San Juan Refining Company, a New Mexico corporation
          Giant Four Corners, Inc., an Arizona corporation
          Phoenix Fuel Co., Inc., an Arizona corporation
          Giant Mid-Continent, Inc., an Arizona corporation
          Giant Stop-N-Go of New Mexico, a New Mexico corporation
          Giant Pipeline Company, a New Mexico corporation
          Giant Yorktown, Inc., a Delaware corporation
          Giant Yorktown Holding Company, a Delaware corporation

The following is a Subsidiary of Giant Four Corners, Inc.:

          Navajo Convenient Stores Co., LLC, a New Mexico limited
liability company

          -     66-2/3% owned by Giant Four Corners, Inc., remaining
                interest owned by Navajo Convenient Stores Employee Trust

(b)     Equity Investments

          None












                          Schedule 6.16 - Page 1


<PAGE>
                          SCHEDULE 8.01

                         PERMITTED LIENS


1.  Liens arising from the Lease dated November 4, 2003, between CTW-
    Pinnacle Peak, LLC and Giant Arizona for the Headquarters Building
    located at 23733 N. Scottsdale Road, Scottsdale, AZ 85255.

2.  Liens arising from the Lease to be entered into in 2004 by the Company
    or a Subsidiary of the Company for a new Raytheon Aircraft Company
    Hawker 800XP.



































                          Schedule 8.01 - Page 1


<PAGE>
                             SCHEDULE 8.02

                           SCHEDULED ASSETS



Store     Address                                City            State

6911      1807 10th Street                       Douglas          AZ
6908      300 Hwy. 70                            Safford          AZ
6902      2946 W. Hwy. 70                        Thatcher         AZ
6921      7366 N. Oracle Road                    Tucson           AZ
6922      2100 W. Ruthrauff Rd.                  Tucson           AZ
6923      1530 W. St. Mary's Road                Tucson           AZ
6924      761 W. Ajo                             Tucson           AZ
6925      1202 W. Ajo                            Tucson           AZ
6929      9491 E. 22nd St.                       Tucson           AZ
6931      3780 W. Magee Rd.                      Tucson           AZ
6900      201 N. Haskell                         Wilcox           AZ
7553      2504 Broadway SE                       Albuquerque      NM
6927      4479 W. Ina Rd.                        Tucson           AZ
7442      3501 Isleta Blvd., SW                  Albuquerque      NM
7291      Hwy. 371                               Thoreau          NM
7111      20329 Hwy 160 West                     Durango          CO
7219      138 W. Main, Hwy. 60                   Springerville    AZ
6811      7810 North Silverbell Road             Marana           AZ
6812      10505 North Oracle Road                Oro Valley       AZ
6813      12885 North Oracle Road                Oro Valley       AZ
6901      825 Monroe                             Buckeye          AZ
6919      4180 West Ina Road                     Tucson           AZ
6926      6500 South 12th Avenue                 Tucson           AZ
6930      2750 South Kolb Road                   Tucson           AZ
6051      4335 Highway 64                        Kirtland         NM
7150      2401 Main Ave.                         Durango          CO
7559      435 Bosque Farms Blvd.                 Bosque Farms     NM
7185      510 N. 666                             Gallup           NM
933       Greenfield @ Warner                    Gilbert          AZ
803       I-10 @ Palo Verde - Raw Land           Phoenix          AZ
31-X      Southern - Raw Land                    Albuquerque      NM
19        Tanque Verde@Houghton - Raw Land       Tucson           AZ
806/22    22nd Street & Prudence -  Raw Land     Tucson           AZ
841       Elmore Property - Hwy 160 East         Durango          CO
27-X      6104 Academy NE                        Albuquerque      NM
800       Behind #48, NM SR 147                  Cuba             NM
T.C.X.    Jamestown Excess Property              Gallup           NM
6052      Hwy 66                                 Milan            NM

                          Schedule 8.02 - Page 1


<PAGE>
Store     Address                                City            State

          Kingman - Raw Land
          Safford - Raw Land
          91st and Bell - Raw land










































                          Schedule 8.02 - Page 2


<PAGE>
                            SCHEDULE 8.04

                   PERMITTED LOANS AND INVESTMENTS


1.  Loan in the principal amount of $5,000,000 to James E. Acridge.  This
    note was fully reserved against as of December 31, 2003.

2.  Incentive Loan by Giant Industries Arizona, Inc. to Bradco under the
    Branded Marketing Program.  Balance at March 31, 2004 was $4,497.74.

3.  Promissory Note dated January 23, 2004, in the principal amount of
    $265,507.46 from Pilot Travel Center LLC to Giant Industries Arizona,
    Inc.

4.  Promissory Note dated November 1, 2003, in the principal amount of
    $141,253.37 from Oasis Fuels, Inc. to Phoenix Fuel Co., Inc.






























                          Schedule 8.04 - Page 1


<PAGE>
                            SCHEDULE 8.05

                  CERTAIN PERMITTED INDEBTEDNESS


Miscellaneous Indebtedness for the Company and its Subsidiaries in an
aggregate principal amount not to exceed $500,000.








































                          Schedule 8.05 - Page 1


<PAGE>
                           SCHEDULE 11.02

           ADDRESSES FOR NOTICES TO COMPANY, GUARANTORS
                     AND ADMINISTRATIVE AGENT

GIANT INDUSTRIES, INC.

Giant Industries, Inc.
23733 North Scottsdale Road
Scottsdale, Arizona  85255-3465
Attention:  Chief Financial Officer
Telephone:  (480) 585-8888
Facsimile:  (480) 585-8893


GUARANTORS

[NAME OF GUARANTOR]
c/o Giant Industries, Inc.
23733 North Scottsdale Road
Scottsdale, Arizona  85255-3465
Attention:  Chief Financial Officer
Telephone:  (602) 585-8888
Facsimile:  (602) 585-8893


BANK OF AMERICA, N.A.,
  as Administrative Agent

Administrative Agent's Payment office:

Bank of America
ABA No.:  111000012
Acct. No.:  1292000883
Ref:  Giant Industries, Inc.

Bank of America, N.A.
901 Main Street
Dallas, Texas  75282--3714
Attention:  Ben Cosgrove
Telephone:  (214) 290-9254
Facsimile:  (214) 290-9439





                          Schedule 11.02 - Page 1


<PAGE>
BANK OF AMERICA, N.A.,
as Issuing Bank

Address for Notices:

231 South LaSalle Street
Chicago, Illinois 60697
Attention:  Riyaz Kaka
Telephone:  (312) 923-5924
Facsimile:   (312) 987-6828

With a copy to:

Bank of America, N.A.
700 Louisiana
8th Floor - TX4-213-08-14
Attention:  Claire Liu/Pamela Rodgers
Houston, Texas 77002
Telephone:  (713) 247-7235
Facsimile:   (713) 247-7286



























                          Schedule 11.02 - Page 2