<PAGE>

                                                                   Exhibit 10.16

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

                      AMENDED AND RESTATED CREDIT AGREEMENT


                          Dated as of February 11, 2003


                                      among


                        THE PREMCOR REFINING GROUP INC.,
                                  as Borrower,

                         DEUTSCHE BANK SECURITIES INC.,
                                as Lead Arranger

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                  as Administrative Agent and Collateral Agent,

                              FLEET NATIONAL BANK,
                              as Syndication Agent,


                                       and


            THE OTHER FINANCIAL INSTITUTIONS PARTY TO THIS AGREEMENT

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

<PAGE>

<TABLE>
<S>                                                                                <C>
ARTICLE I.    DEFINITIONS ......................................................     1
     1.01  Certain Defined Terms ...............................................     1
     1.02  Accounting Principles ...............................................    34


ARTICLE II.   LOANS ............................................................    35

     2.01  Commitments .........................................................    35
     2.02  Borrowing of Loans ..................................................    35
     2.03  Settlement of Bank Advances and Repayments ..........................    37
     2.04  Periodic Settlement of Agent and Bank Advances and Repayments .......    37
     2.05  Defaulting Banks ....................................................    39
     2.06  Mandatory Payment; Reduction of Commitments .........................    40
     2.07  Maintenance of Loan Account; Statements of Account ..................    41
     2.08  Payment Procedures ..................................................    42
     2.09  Cash Management System ..............................................    42
     2.10  Application of Payments .............................................    42
     2.11  Increase of Commitments .............................................    42


ARTICLE III.  LETTERS OF CREDIT ................................................    43

     3.01  Issuance of Letters of Credit .......................................    43
     3.02  Terms of Letters of Credit; Existing Letters of Credit ..............    44
     3.03  Banks' Participation ................................................    44
     3.04  Notice of Issuance ..................................................    45
     3.05  Payment of Amounts Drawn Under Letters of Credit ....................    46
     3.06  Payment by Banks ....................................................    47
     3.07  Nature of Issuing Bank's Duties .....................................    48
     3.08  Obligations Absolute ................................................    49
     3.09  Uniform Customs and Practice and Uniform Commercial Code ............    49
     3.10  Credit-Linked Deposit Account .......................................    50


ARTICLE IV.   INTEREST, FEES AND EXPENSES, ETC .................................    51

     4.01  Interest on Prime Rate Loans ........................................    51
     4.02  Interest on Eurodollar Rate Loans ...................................    51
     4.03  Interest After Event of Default .....................................    51
     4.04  Reimbursement of Expenses ...........................................    51
     4.05  Commitment Fees and Certain Other Fees ..............................    52
     4.06  Letter of Credit Fees ...............................................    53
     4.07  Special Provisions Relating to Eurodollar Rate Loans ................    54
     4.08  Indemnification in Certain Events ...................................    56
     4.09  Net Payments ........................................................    57
     4.10  Affected Banks ......................................................    60
     4.11  Sharing of Payments .................................................    61
     4.12  Calculations ........................................................    61


ARTICLE V.    CONDITIONS PRECEDENT .............................................    61
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                <C>
     5.01  Conditions of Effectiveness .........................................    61
     5.02  Addition of Banks ...................................................    64
     5.03  Reallocation of Pro Rata Shares .....................................    64
     5.04  Outstanding Loans and L/C Obligations ...............................    64
     5.05  Conditions to All Loans .............................................    65
     5.06  Conditions to All Letters of Credit .................................    66


ARTICLE VI.   REPRESENTATIONS AND WARRANTIES ...................................    67

     6.01  Corporate Existence and Power .......................................    67
     6.02  Corporate Authorization; No Contravention ...........................    67
     6.03  Governmental Authorization ..........................................    68
     6.04  Binding Effect ......................................................    68
     6.05  Litigation ..........................................................    68
     6.06  No Default ..........................................................    68
     6.07  ERISA Compliance ....................................................    68
     6.08  Use of Proceeds; Margin Regulations .................................    69
     6.09  Title to Properties .................................................    69
     6.10  Taxes ...............................................................    69
     6.11  Financial Condition .................................................    69
     6.12  Environmental Matters ...............................................    70
     6.13  Collateral Documents ................................................    71
     6.14  Regulated Entities ..................................................    72
     6.15  No Burdensome Restrictions ..........................................    72
     6.16  Copyrights, Patents, Trademarks and Licenses, etc ...................    72
     6.17  Subsidiaries ........................................................    72
     6.18  Insurance ...........................................................    72
     6.19  Solvency ............................................................    73
     6.20  Full Disclosure .....................................................    73
     6.21  Maintenance of Accounts .............................................    73
     6.22  Receivables .........................................................    73
     6.23  Inventory ...........................................................    73
     6.24  1997 Fixed Rate Note Indentures, 1998 Fixed Rate Note Indenture,
           Holdings Exchange Debenture Indenture and 2003 Note Indenture .......    73
     6.25  Material Adverse Effect .............................................    74


ARTICLE VII.  AFFIRMATIVE COVENANTS ............................................    74

     7.01  Financial Statements ................................................    74
     7.02  Certificates; Other Information .....................................    75
     7.03  Notices .............................................................    77
     7.04  Preservation of Corporate Existence, Etc ............................    78
     7.05  Maintenance of Property .............................................    78
     7.06  Insurance ...........................................................    79
     7.07  Payment of Obligations ..............................................    79
     7.08  Compliance with Laws ................................................    79
     7.09  Inspection of Property and Books and Records ........................    80
</TABLE>

                                   ii

<PAGE>

<TABLE>
<S>                                                                                <C>
     7.10   Environmental Laws. ................................................    80
     7.11   Use of Proceeds ....................................................    81
     7.12   Further Assurances .................................................    81
     7.13   Account Customers ..................................................    82
     7.14   Accounts ...........................................................    82
     7.15   Transfer of Funds into the Collection Bank Account and
            Concentration Account ..............................................    82
     7.16   Periodic Distributions by the Project Companies ....................    83


ARTICLE VIII.  NEGATIVE COVENANTS ..............................................    83

     8.01   Limitation on Liens ................................................    83
     8.02   Disposition of Assets ..............................................    86
     8.03   Consolidations and Mergers .........................................    87
     8.04   Loans and Investments ..............................................    87
     8.05   Limitation on Indebtedness .........................................    89
     8.06   Transactions with Affiliates .......................................    90
     8.07   Use of Proceeds ....................................................    91
     8.08   Contingent Obligations .............................................    91
     8.09   Joint Ventures and Pipeline Subsidiary .............................    92
     8.10   Lease Obligations ..................................................    92
     8.11   Restricted Payments ................................................    93
     8.12   Change in Business .................................................    93
     8.13   Accounting Changes .................................................    94
     8.14   ERISA ..............................................................    94
     8.15   Collection Banks and Concentration Banks; Cash, Cash Equivalents
            and Qualifying Investments .........................................    94
     8.16   Financial Covenants ................................................    95
     8.17   Speculative Trading ................................................    95
     8.18   Amendments of Certain Documents ....................................    95
     8.19   Other Agreements ...................................................    95


ARTICLE IX.    EVENTS OF DEFAULT ...............................................    96

     9.01   Event of Default ...................................................    96
     9.02   Remedies ...........................................................    99
     9.03   Rights Not Exclusive ...............................................   100


ARTICLE X.     THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT ...............   100

     10.01  Appointment of Agent ...............................................   100
     10.02  Nature of Duties of Administrative Agent ...........................   100
     10.03  Lack of Reliance on Agent-Related Persons ..........................   100
     10.04  Certain Rights of the Administrative Agent .........................   101
     10.05  Reliance by Administrative Agent ...................................   101
     10.06  Indemnification of Agent-Related Persons ...........................   102
     10.07  Administrative Agent in Individual Capacity ........................   102
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                <C>
     10.08  Holders of Notes ...................................................   102
     10.09  Successor Administrative Agent .....................................   102
     10.10  Collateral Matters .................................................   103
     10.11  Actions with Respect to Default ....................................   105
     10.12  Delivery of Information ............................................   105
     10.13  Liability of Agent-Related Persons .................................   105
     10.14  Agents Other Than Administrative Agent .............................   105


ARTICLE XI.   MISCELLANEOUS ....................................................   106

     11.01  Amendments and Waivers .............................................   106
     11.02  Notices ............................................................   107
     11.03  No Waiver: Cumulative Remedies .....................................   108
     11.04  Indemnity ..........................................................   108
     11.05  Marshaling; Payments Set Aside .....................................   110
     11.06  Successors and Assigns .............................................   110
     11.07  Assignments, Participations, etc. ..................................   110
     11.08  Confidentiality ....................................................   112
     11.09  Set-off ............................................................   112
     11.10  Notification of Addresses, Lending Offices, Etc ....................   112
     11.11  Counterparts .......................................................   112
     11.12  Severability .......................................................   113
     11.13  No Third Parties Benefitted ........................................   113
     11.14  Governing Law and Jurisdiction .....................................   113
     11.15  Waiver of Jury Trial ...............................................   113
     11.16  Entire Agreement ...................................................   114
     11.17  Acknowledgement And Restatement ....................................   114
</TABLE>

                                       iv

<PAGE>

SCHEDULES

Schedule 1.01(a)  Commitments
Schedule 1.01(b)  Eligible Carriers
Schedule 1.01(c)  Reserved
Schedule 1.01(d)  Major Oil Companies
Schedule 1.01(e)  Pricing Grid
Schedule 1.01(f)  Money Market Mutual Funds
Schedule 3.02     Existing Letters of Credit
Schedule 5.01(j)  Material Contracts
Schedule 5.02     Additional Banks
Schedule 6.05     Litigation
Schedule 6.11     Permitted Liabilities
Schedule 6.12     Environmental Matters
Schedule 6.17     Subsidiaries and Minority Interests
Schedule 6.18     Insurance Matters
Schedule 6.25     Material Adverse Effect
Schedule 7.06     Insurance Policies
Schedule 8.01     Permitted Liens
Schedule 8.01(m)  Counterparties Not Subject to Pledge Requirement
Schedule 8.02     Asset Sales
Schedule 8.05     Permitted Indebtedness
Schedule 8.08     Contingent Obligations

EXHIBITS

Exhibit A     Form of Notice of Borrowing
Exhibit A-1   Form of Incumbency Certificate for Borrowings
Exhibit A-2   Form of L/C Request
Exhibit B     Form of Notice of Conversion/Continuation
Exhibit C     Form of Compliance Certificate
Exhibit D     Form of Borrowing Base Certificate
Exhibit E     Form of Perfection Certificate
Exhibit F     Form of Legal Opinion of the Company's Counsel
Exhibit G     Form of Legal Opinion of Administrative Agent's Counsel
Exhibit H     Form of Assignment and Acceptance
Exhibit I     Form of Note
Exhibit J-1   Form of Security Agreement
Exhibit J-2   Form of Trademark Security Agreement
Exhibit J-3   Form of Subsidiary Security Agreement
Exhibit K     Form of Concentration Bank Agreement
Exhibit L     Form of Collection Bank Agreement
Exhibit M     Form of Custodian Account Agreement
Exhibit N-1   Form of Collateral Account Agreement
Exhibit N-2   Form of Commodities Account Agreement
Exhibit O     Form of Tax Sharing Agreement
Exhibit P     Form of Pledge Agreement

                                        v

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

          This AMENDED AND RESTATED CREDIT AGREEMENT (the "Agreement") is
entered into as of February 11, 2003 by and among The Premcor Refining Group
Inc., a Delaware corporation (the "Company"), the several financial institutions
from time to time party to this Agreement (collectively, the "Banks" and
individually, a "Bank"), Deutsche Bank Securities Inc., a Delaware corporation,
as Lead Arranger ("DBSI"), Deutsche Bank Trust Company Americas, a New York
banking corporation ("DB"), as the administrative agent and collateral agent for
the Banks (in such capacities, together with its successors and assigns, the
"Administrative Agent" and the "Collateral Agent", respectively), as an Issuing
Bank, and Fleet National Bank, a national banking association ("Fleet"), as an
Issuing Bank, and as syndication agent (in such capacity, the "Syndication
Agent").

          WHEREAS, certain of the parties to this Agreement are party to the
Amended and Restated Credit Agreement, dated as of August 23, 2001 and as
further amended or modified (the "Existing Credit Agreement"), which provides
for aggregate Commitments (as therein defined) of $650,000,000; and

          WHEREAS, the Company desires to amend and restate the Existing Credit
Agreement as provided herein, upon the terms and conditions set forth herein.

          NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

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

          "Acceptable Issuer" means a United States domestic bank or United
States branch of a foreign bank, in each case rated "A-" or higher by S&P and
"A3" or higher by Moody's.

          "Account" means, any "account", as such term is defined in Section
9-102(a)(2) of the UCC, now owned or hereafter acquired by the Company or a
Restricted Subsidiary and, in any event, shall include, without limitation, all
accounts receivable, book debts and all other rights to receive the payment of
money or other consideration now owned or hereafter received or acquired by or
owing to the Company or a Restricted Subsidiary and arising in connection with
services rendered or goods sold, leased or delivered whether or not earned by
performance and whether or not evidenced by or set forth in or arising out of
any present or future chattel paper, note, draft, lease, acceptance, writing,
bond, instrument, document or general intangible, and all extensions and
renewals thereof, and all rights in, to and under all purchase orders or
receipts now owned or hereafter acquired by the Company or a Restricted
Subsidiary and arising in connection with, services rendered or goods sold,
leased or delivered, and all of the Company's or a Restricted Subsidiary's
rights to any goods represented by any of the foregoing

<PAGE>

(including, without limitation, rights of rescission, replevin, reclamation and
stoppage in transit and rights to returned, reclaimed or repossessed goods), and
all moneys due or to become due to the Company or a Restricted Subsidiary under
all contracts for the sale of goods or the performance of services or both
(whether or not yet earned by performance on the part of the Company or a
Restricted Subsidiary or in connection with any other transaction), now in
existence or hereafter occurring, including, without limitation, the right to
receive the proceeds of any of the foregoing, and all collateral security and
guarantees of any kind given by any Person with respect to any of the foregoing.

          "Account Debtor" means any Person who is or who may become obligated
to the Company under, with respect to, or on account of, an Account.

          "ACH Transfers" means Automated Clearing House processing of
electronic funds transfers through the direct Federal Reserve Fedline system.

          "Adjusted Eurodollar Rate" means, with respect to each Interest Period
for any Eurodollar Rate Loan, the rate obtained by dividing (i) the Eurodollar
Rate for such Interest Period by (ii) a percentage equal to one (1) minus the
stated maximum rate (stated as a decimal) of all reserves, if any, required to
be maintained against "Eurocurrency Liabilities" as specified in Regulation D of
the FRB (or against any other category of liabilities which includes deposits by
reference to which the interest rate on Eurodollar Rate Loans is determined or
any category of extensions of credit or other assets which includes loans by a
non-United States office of any Bank to United States residents).

          "Administrative Agent" has the meaning specified in the introductory
clause of this Agreement.

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

          "Affiliate" means, as to any Person, any other Person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, by contract, or otherwise.

          "Agent Advances" has the meaning specified in Section 2.02.

          "Agent-Related Persons" means DB and Fleet and any successor
Administrative Agent and Collateral Agent arising under Section 10.09 and any
successor letter of credit issuing banks hereunder, in each case together with
their respective Affiliates (including, in the case of DB, in its capacity as
Collateral Agent, an Arranger, as the Concentration Bank, as a Collection Bank
and as the holder of the Collateral Account under the Collateral Account
Agreement), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

          "Agents" means the Administrative Agent and the Syndication Agent,
collectively.

                                        2

<PAGE>

          "Agreement" means this Amended and Restated Credit Agreement.

          "Applicable Margin" means with respect to any date of determination,
the interest rate per annum set forth on the Pricing Grid with respect to
determinations of the rate of interest accruing on Prime Rate Loans or
Eurodollar Rate Loans, in each case under the applicable calculation for such
date of determination.

          "Assignment and Assumption Agreement" has the meaning specified in
Section 11.07(b).

          "Backup LOI" has the meaning specified in the definition of "Eligible
LOI."

          "Bank" has the meaning specified in the introductory clause to this
Agreement. References to the "Banks" shall include DB and Fleet in their
respective capacities as Issuing Banks.

          "Bank Advances" has the meaning specified in Section 2.02.

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

          "Bank Swap Parties" means any Bank or any Affiliate of any Bank that
has entered into a Swap Contract with the Company or a Subsidiary of the
Company.

          "Borrowing" means a borrowing hereunder consisting of Loans of the
same Type made to the Company on the same day by the Tranche 2 Banks under
Article II, and, other than in the case of Prime Rate Loans, having the same
Interest Period.

          "Borrowing Base" means, as of any date of determination, the sum,
without duplication, of the following amounts (in the case of items (a), (b) and
(g) as reflected on the books or records of the Administrative Agent on such
date of determination and in the case of items (c), (d), (e), (f) and (h) as set
forth in the latest Borrowing Base Certificate delivered pursuant to, and
subject to the provisions of, Section 7.02(e)):

          (a) 100% of Eligible Cash and Eligible Cash Equivalents, plus

          (b) 95% of Eligible Investments, plus

          (c) 90% of Major Oil Company Receivables, plus

          (d) 85% of Eligible Receivables not included in clause (c) above, plus

          (e) 80% of Eligible Petroleum Inventory, plus

          (f) 80% of Eligible Petroleum Inventory-Not-Received, plus

          (g) 100% of Paid but Unexpired Standby Letters of Credit; less

                                        3

<PAGE>

          (h) the greater of (i) the aggregate of all net obligations of the
Company, as of the date of determination of any Borrowing Base, to any Bank Swap
Party under any Swap Contracts and (ii) zero ($0).

          "Borrowing Base Certificate" has the meaning specified in Section
7.02(e).

          "Borrowing Date" means any date on which a Borrowing occurs under
Section 2.02 or under Section 3.05.

          "British Petroleum" means, collectively, BP Exploration & Oil Inc., an
Ohio corporation, The Standard Oil Company, an Ohio corporation, BP Oil Pipeline
Company, a Delaware corporation, BP Amoco Corporation and BP Chemicals Inc., an
Ohio corporation, and their subsidiaries and successors.

          "Business Day" means any day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close and, if the applicable Business Day relates to any Eurodollar 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, the sum of all
expenditures and other amounts capitalized for financial statement purposes in
accordance with GAAP (whether payable in cash or other property or accrued as a
liability), including the capitalized portion of Capitalized Leases, that
portion of Investments allocable to property, plant or equipment and "turnaround
expenditures" (as such term is customarily used in the refining industry).

          "Capital Stock" of any Person means any and all shares, interests,
participations, or other equivalents (however designated) of capital stock and
any rights (other than debt securities convertible into capital stock), warrants
or options to acquire such capital stock.

          "Capitalized Lease" means, as applied to any Person, any lease of
property by such Person as lessee which would be capitalized on a balance sheet
of such Person prepared in accordance with GAAP.

          "Capitalized Lease Obligations" means the capitalized amount of all
obligations under Capitalized Leases.

          "Cash" means United States Dollars or a credit deposit in a deposit
account denominated in United States Dollars that is available for withdrawal.

          "Cash Collateralize" means to pledge and deposit with or deliver to
the Collateral Agent, for the benefit of the Banks, as additional collateral for
the L/C Obligations or Outstanding Eligible LOIs, as the case may be, cash or
deposit account balances pursuant to documentation in form and substance
satisfactory to the Administrative Agent (which documents are hereby consented
to by the Banks). Variations of such term shall have corresponding meaning. The
Company hereby grants to the Collateral Agent, for the benefit of the Banks, a
security interest in all such cash and deposit account balances.

                                        4

<PAGE>

          "Cash Equivalents" means shares of the Deutsche Cash Reserves Fund and
the Scudder Institutional Fund and other similar funds as may be requested by
the Company and agreed to by the Administrative Agent.

          "CERCLA" has the meaning specified in the definition of "Environmental
Laws."

          "Change of Control" means any of (a) the failure of Holdings (or,
after a merger or consolidation in compliance with Section 8.03(d), Parent) to
own at all times (directly or indirectly) 100% of the outstanding Voting Shares
of the Company, (b) any Person or "group" (as such term is defined in Section
13(d) of the Exchange Act), other than the Fund Affiliates and/or Occidental
Affiliates controls, directly or indirectly, whether by ownership of Voting
Shares, contract or otherwise, the power to direct the affairs of or control the
composition of at least a majority of the board of directors or other equivalent
body of Holdings (or, after a merger or consolidation in compliance with Section
8.03(d), Parent), (c) the acquisition of the beneficial ownership, whether
directly or indirectly of more than 25% of the outstanding capital stock of
Holdings (or, after a merger or consolidation in compliance with Section
8.03(d), Parent) (including any stock so owned on the Effective Date) by any
Person or "group" (as such term is defined in Section 13(d) of the Exchange
Act), other than the Fund Affiliates and/or Occidental Affiliates provided,
that, as long as the Fund Affiliates and/or Occidental Affiliates maintain the
power to direct the affairs or control the board or other equivalent body of
Holdings (or, after a merger or consolidation in compliance with Section
8.03(d), Parent) (as described in clause (b) above), a Change of Control shall
not be deemed to occur under clause (c) above unless and until a Person or
"group" (as such term is defined in Section 13(d) of the Exchange Act) other
than the Fund Affiliates and/or Occidental Affiliates directly or indirectly,
acquires or holds more than 35% of the outstanding capital stock of Holdings
(or, after a merger or consolidation in compliance with Section 8.03(d), Parent)
and provided, further, that the merger or consolidation of the Company and
Holdings in compliance with Section 8.03(d) shall not be deemed a Change of
Control or (d) the occurrence of a "Change of Control Triggering Event" under
the 1997 Fixed Rate Note Indentures, the 1998 Fixed Rate Note Indenture, the
Holdings Exchange Debenture Indenture, the 2003 Note Indenture and any other
Indebtedness incurred pursuant to Section 8.05(g) to refinance any of the
foregoing.

          "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 and its Restricted
Subsidiaries (other than those now owned or hereafter acquired by the Project
Companies, except for the Project Companies Collateral which shall constitute
"Collateral") in or upon which a Lien now or hereafter exists in favor of the
Collateral Agent for the benefit of the Banks and the Bank Swap Parties, whether
under this Agreement, under any Collateral Document, or under any other
documents executed by any such Person and delivered to the Administrative Agent,
the Collateral Agent or the Banks.

          "Collateral Account" means those certain collateral accounts
maintained by the Collateral Agent with DB, the terms and conditions of which
are set forth in the Collateral Account Agreement.

                                        5

<PAGE>

          "Collateral Account Agreement" means the Amended and Restated
Collateral Account Agreement entered into by the Company and the Collateral
Agent, on behalf of the Banks and the Bank Swap Parties, in substantially the
form of Exhibit N-1.

          "Collateral Agent" has the meaning specified in the introductory
clause to this Agreement. For all purposes of the Loan Documents, where Bankers
Trust Company is named as Collateral Agent in any such Loan Document such
reference shall mean Deutsche Bank Trust Company Americas.

          "Collateral Documents" means, collectively, (i) the Security
Agreement, the Trademark Security Agreement, the Collection Bank Agreement, the
Concentration Bank Agreement, the Collateral Account Agreement, the Custodian
Account Agreement, the Pledge Agreement, the Subsidiary Security Agreement, and
each of the Commodities Account Agreements and all other security agreements,
patent and trademark assignments, guarantees and other similar agreements
between the Company or any of its Subsidiaries and the Banks or the Collateral
Agent for the benefit of the Banks and the Bank Swap Parties now or hereafter
delivered to the Banks, the Collateral Agent 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 of its
Subsidiaries as debtor in favor of the Collateral Agent for the benefit of the
Banks and the Bank Swap Parties as secured party, and (ii) any amendments,
supplements, modifications, renewals, replacements, consolidations,
substitutions and extensions of any of the foregoing.

          "Collection Bank" means the "Collection Bank" as defined in the
Collection Bank Agreement.

          "Collection Bank Agreement" means the Collection Account Agreement
among the Company, the Administrative Agent and the Collection Bank,
substantially in the form of Exhibit L.

          "Collection Deposit Account" means each Collection Deposit Account
established pursuant to the Collection Bank Agreement.

          "Commercial Letter of Credit" means any Letter of Credit Issued by an
Issuing Bank for the account of the Company under which the payment for the
purchase of Inventory by the Company is made in the ordinary course of business
through the presentation of applicable documentation, such as drafts, bills of
lading and/or other documents.

          "Commitment" means, as to each Bank, the amount set forth opposite
such Bank's name on Schedule 1.01(a) as such amount may be increased or reduced
from time to time pursuant to the terms of this Agreement.

          "Commitment Fee Rate" means, with respect to each day, the fee rate
per annum set forth on the Pricing Grid with respect to fees accruing on the
Commitments.

          "Commitment Increase Amount" has the meaning specified in Section
2.11.

                                        6

<PAGE>

          "Common Security Agreement" means the Amended and Restated Common
Security Agreement dated as of June 6, 2002 among PAFC, PACC, Sabine, Sabine
LLC, Neches, the Company, Deutsche Bank Trust Company Americas, as Collateral
Trustee for the Secured Parties named therein, HSBC Bank USA, as Capital Markets
Trustee for the Capital Markets Senior Lenders named therein, and Deutsche Bank
Trust Company Americas, as Depository Bank, as the same may hereafter be
amended, amended and restated, supplemented or otherwise modified, refinanced or
replaced, in each case in accordance with the terms thereof and of this
Agreement.

          "Commodities Account Agreement" means an Assignment of Commodities
Account Security Agreement entered into by the Company and the Administrative
Agent, on behalf of the Banks and the Bank Swap Parties, in substantially the
form of Exhibit N-2.

          "Company" has the meaning specified in the introductory clause to this
Agreement.

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

          "Concentration Account" means the Concentration Collateral Account
established pursuant to the Concentration Bank Agreement.

          "Concentration Bank" means the "Concentration Bank" as defined in the
Concentration Bank Agreement.

          "Concentration Bank Agreement" means the Amended and Restated
Concentration Bank Agreement among the Company, the Concentration Bank and the
Collateral Agent on behalf of the Banks and the Bank Swap Parties, substantially
in the form of Exhibit K.

          "Consolidated Debt" means, as of any date of determination, without
duplication the aggregate stated balance sheet amount of all Indebtedness of the
Company and its Restricted Subsidiaries on a consolidated basis as determined in
accordance with GAAP.

          "Consolidated Debt to Capitalization Ratio" shall mean, at any date of
determination, the ratio of (x) Consolidated Debt on such date to (y) Total
Capitalization on such date.

          "Contingent Obligation" means, as to any Person, any direct or
indirect liability of that Person, whether or not contingent, with or without
recourse, and without duplication, (a) with respect to any Indebtedness, lease,
dividend, letter of credit or other 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

                                        7

<PAGE>

hold harmless the holder of any such primary obligation against loss in respect
thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety
Instrument issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments; (c) 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; (d) in respect of any Swap Contract; or (e) in respect of
any Outstanding Eligible LOI. The amount of any Contingent Obligation shall, in
the case of Guaranty Obligations, be deemed equal to the 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.

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

          "Cumulative Cash Flow" means, for the period beginning on January 1,
2003 and ending on the applicable measurement date, (a)(i) EBITDA of the Company
and the Restricted Subsidiaries plus (ii) cumulative cash equity contributions
made by Holdings or Parent to the Company and the Restricted Subsidiaries plus
(iii) cumulative cash interest income of the Company and the Restricted
Subsidiaries plus (iv) borrowings, other than under this Agreement, that are
permitted under Section 8.05 plus (v) net cash proceeds to the Company and the
Restricted Subsidiaries from asset sales plus (vi) cash dividends paid to the
Company and the Restricted Subsidiaries by any of the Unrestricted Subsidiaries
plus (vii) $300,000,000 minus (b)(i) cash interest expense of the Company and
the Restricted Subsidiaries, (ii) cash dividends or distributions paid by the
Company and the Restricted Subsidiaries (other than to the Company or another
Restricted Subsidiary), (iii) cash taxes paid by the Company and the Restricted
Subsidiaries, (iv) Capital Expenditures made by the Company and the Restricted
Subsidiaries in cash, (v) cash payments by the Company and the Restricted
Subsidiaries of principal (including Capital Lease Obligations and any reduction
of outstanding Indebtedness as a result of refinancing the 1997 Fixed Rate
Notes, the 1998 Fixed Rate Notes, the PAFC Bonds or the 2003 Notes but excluding
Loans hereunder) on Indebtedness, (vi) Investments made by the Company and the
Restricted Subsidiaries not prohibited under Section 8.04 and (vii) cash charges
taken by the Company and the Restricted Subsidiaries with respect to
extraordinary items for which accrual was made by the Company and the Restricted
Subsidiaries, in each case on a cumulative basis during such period and
determined on a consolidated basis.

                                        8

<PAGE>

          "Current Assets" of a Person means, as of any date of determination,
the aggregate amount of all assets of such Person that are classified as current
assets in accordance with GAAP.

          "Current Liabilities" of a Person means, as of any date of
determination, the aggregate amount of all liabilities of such Person that are
classified as current liabilities in accordance with GAAP (including, without
limitation, tax and other proper accruals) and the current portion of any
Indebtedness and, with respect to the Company, the aggregate outstanding
principal amount of the Loans.

          "Custodian Account Agreement" means the Custodian Account Agreement
entered into by Bankers Trust Company, n/k/a Deutsche Bank Trust Company
Americas, and the Collateral Agent, in substantially the form of Exhibit M.

          "DB" has the meaning specified in the introductory clause to this
Agreement.

          "DBSI" has the meaning specified in the introductory clause to this
Agreement.

          "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.

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

          "EBITDA" means, for any period, an amount equal to (a) Net Income
(other than extraordinary items (in accordance with GAAP)) plus (b) gross
accrued interest expense (other than capitalized interest) during such period,
plus (c) an amount equal to the Company's income tax expense, plus (d) charges
for depreciation and amortization during such period, plus (e) the amount of
expense, if any, from non-cash inventory write-down-to-market, minus (f) the
amount of income, if any, from non-cash inventory write-up- to-market, plus or
minus, as the case may be (g) any other non-cash charges and expenses which have
been subtracted or added, as the case may be, in calculating Net Income of such
Person for such period, all as determined in accordance with GAAP.

          "Effective Amount" means (i) with respect to any Loans on any date,
the aggregate outstanding principal amount thereof after giving effect to any
Borrowings and prepayments or repayments of Loans occurring on such date; (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 outstanding unpaid 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; and (iii) with respect to any Outstanding Eligible LOI, the dollar
value of the Petroleum Product in respect of which such Outstanding Eligible LOI
has been issued.

          "Effective Date" means February 11, 2003.

                                        9

<PAGE>

          "Eligible Carrier" means any of the carriers and pipeline companies
listed in Schedule 1.01(b) to this Agreement as revised by the Company from time
to time with the consent of the Administrative Agent, using reasonable business
judgment.

          "Eligible Cash" means any and all Cash of the Company and the
Restricted Subsidiaries deposited with the Collateral Agent or one of its
Affiliates and in each case under the control of the Collateral Agent, and which
is subject to a valid, first priority perfected lien and security interest in
favor of the Collateral Agent on behalf of the Banks and the Bank Swap Parties
less any intercompany payables or other amounts owed by the Company to any of
the Project Companies with respect to the purchase and sale of Petroleum
Products.

          "Eligible Cash Equivalents" means any and all Cash Equivalents owned
by the Company and the Restricted Subsidiaries held by the Collateral Agent in
the Collateral Account and which are subject to a valid, first priority
perfected lien and security interest in favor of the Collateral Agent on behalf
of the Banks and the Bank Swap Parties.

          "Eligible Investments" means any and all Qualifying Investments of the
Company and the Restricted Subsidiaries which are subject to a valid, first
priority perfected lien and security interest in favor of the Collateral Agent
on behalf of the Banks and the Bank Swap Parties and which are valued at market.

          "Eligible LOI" means any LOI for which all of the following criteria
have been met: (i) the Company shall have made a request in writing to a Bank to
issue such LOI; (ii) such written request shall state (x) the dollar value of
the Petroleum Product in respect of which such LOI is to be issued, (y) that
there is no Event of Default under this Agreement and (z) the format of such
LOI; (iii) such written request shall have attached a letter of indemnity or a
copy thereof if the original is unavailable (the "Backup LOI") (in form and
substance satisfactory to such Bank) from the supplier of the Petroleum Product
addressed to the Company or a Restricted Subsidiary pursuant to which the
supplier of the Petroleum Product warrants good title is held by the Company or
a Restricted Subsidiary; provided, however, if the Company or a Restricted
Subsidiary is the original supplier of the relevant Petroleum Product, this
clause (iii) shall not apply; (iv) the Administrative Agent shall have received
a copy of such written request, including a copy of the Backup LOI (if
applicable), and shall have confirmed availability under this Agreement; (v)
such LOI shall include a provision stating that such LOI will be canceled upon
the receipt by the beneficiary thereof of certain specified documents,
including, without limitation, title documents; (vi) such Bank shall have
determined, in its sole and absolute discretion, to issue such LOI; and (vii)
such LOI shall be issued pursuant to documentation negotiated between the
Company and such Bank.

          "Eligible Petroleum Inventory" means Petroleum Inventory that:

          (a) (i) is subject to a valid, first priority perfected lien and
security interest in favor of the Collateral Agent on behalf of the Banks and
the Bank Swap Parties; provided that such requirement shall not apply to
Petroleum Inventory which is in transit on the high seas and is supported by a
Commercial Letter of Credit or a Standby Letter of Credit, the inclusion of
which Inventory in the Borrowing Base shall be limited as provided in the last
proviso of this definition of Eligible Petroleum Inventory or (ii) has been
delivered to an Eligible Carrier subject

                                       10

<PAGE>

to a valid, first priority perfected lien and security interest in favor of the
Collateral Agent on behalf of the Banks and the Bank Swap Parties with UCC
financing statements (or any other applicable form) perfecting or continuing the
perfection in the security interest of the Collateral Agent on behalf of the
Banks and the Bank Swap Parties in such Petroleum Inventory having been duly
filed in each jurisdiction where required, and either (x) no document of title
is issued with respect to such Petroleum Inventory by such Eligible Carrier, or
(y) if a document of title is issued with respect to such Petroleum Inventory by
such Eligible Carrier, the original of such document of title is delivered to
the Collateral Agent or its designated bailee or agent; provided that Eligible
Petroleum Inventory shall not include any amount in excess of $400,000,000 which
is attributable to Inventory described in the immediately preceding clause (ii)
of this paragraph (a),

          (b) is in good saleable condition, is not deteriorating in quality and
is not obsolete, and is of a quality which (in the locations where sold by the
Company and the Restricted Subsidiaries) is marketable at prevailing market
prices for such products and meets all applicable governmental regulations and
standards at the place of intended sale,

          (c) is owned by the Company or its Restricted Subsidiaries (provided
all documentation necessary to provide the Collateral Agent with a first
priority, perfected Lien thereon shall be in full force and effect) or, in the
case of Inventory described in clause (ii) of paragraph (a) above, the Company
or a Restricted Subsidiary has the absolute and unconditional right to obtain
such Inventory or Inventory equivalent to such Inventory from an Eligible
Carrier, in each case, free and clear of any and all Liens, security interests
and encumbrances whatsoever, other than those in favor of the Collateral Agent
on behalf of the Banks and the Bank Swap Parties created pursuant to the
Collateral Documents and other than the Permitted Liens described in Sections
8.01(c) and 8.01(d) and Permitted Liens described in Section 8.01(p) 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,

          (d) is located at a location owned or leased by the Company, any
Restricted Subsidiary, the Pipeline Subsidiary or The Premcor Pipeline Company
and set forth in the Perfection Certificates or has been delivered to an
Eligible Carrier under an arrangement described in clause (ii) of paragraph (a)
above; provided that the value of Eligible Petroleum Inventory shall be reduced
by the amount of unpaid storage and throughput obligations for Petroleum
Inventory located at a location leased by the Company or any Restricted
Subsidiary unless the Administrative Agent has received a waiver from the
landlord of such property with respect to any Liens (including, without
limitation, statutory liens) which the landlord may have on the Petroleum
Inventory located thereon (it being agreed that no such waiver shall be required
during the first ninety (90) days after the Effective Date or, with respect to
any lease entered into after the Effective Date, within ninety (90) days after
entering into such lease),

          (e) is not commingled with Inventory of any Person other than the
Company and/or the Restricted Subsidiaries or has been delivered to an Eligible
Carrier under an arrangement described in clause (ii) of paragraph (a) above,
and

                                       11

<PAGE>

          (f) is otherwise satisfactory to the Administrative Agent, using
reasonable business judgment;

provided that Eligible Petroleum Inventory shall not include any amount which is
attributable to Petroleum Inventory in transit on the high seas unless such
Petroleum Inventory (i) is supported by a Commercial Letter of Credit Issued
under this Agreement or (ii) is supported by a Standby Letter of Credit issued
under this Agreement and, with respect to this clause (ii), does not at any time
exceed $60,000,000 in the aggregate.

          "Eligible Petroleum Inventory-Not-Received" means, at any date of
determination, the aggregate market price of Petroleum Inventory contracted for
purchase by the Company or a Restricted Subsidiary, if

          (a) such Petroleum Inventory is subject to no Liens other than those
granted pursuant to the Collateral Documents,

          (b) such Petroleum Inventory has not, as of such date of
determination, been delivered to an Eligible Carrier,

          (c) such Petroleum Inventory has not been included as Eligible
Petroleum Inventory in the then effective Borrowing Base Certificate but will be
eligible for inclusion in the Company's Borrowing Base upon delivery of such
Petroleum Inventory to the Company or a Restricted Subsidiary,

          (d) such Petroleum Inventory is in good saleable condition, is not
deteriorating in quality and is not obsolete, and is of a quality which (in the
locations where sold by the Company and a Restricted Subsidiary) is marketable
at prevailing market prices for such products and meets all applicable
governmental regulations and standards at the place of intended sale, and

          (e) the Company's or any Restricted Subsidiary's obligations to pay
the purchase price of such Inventory is supported by (A) a Commercial Letter of
Credit Issued under this Agreement which Commercial Letter of Credit requires
the original bill of lading (or other original "document of title" (as defined
in the UCC)) relating to such Petroleum Inventory to be delivered to the
applicable Issuing Bank or its designee in connection with a drawing under such
Commercial Letter of Credit, or (B) a Standby Letter of Credit Issued under this
Agreement which Standby Letter of Credit provides that the beneficiary
thereunder is not permitted to make any drawing thereunder until the beneficiary
has delivered a certificate to the Issuing Bank certifying that delivery of such
Petroleum Inventory has been made by the beneficiary (to be paid for by such
drawing) to the Company or a Restricted Subsidiary and payment therefor is past
due and owing, and (i) such Petroleum Inventory, in the case of subclause (B) of
this clause (e), is to be delivered to the Company or a Restricted Subsidiary
not more than thirty (30) days from the date such Petroleum Inventory was
shipped to the Company or any such Restricted Subsidiary by the seller thereof
and, if delivered to a carrier, such carrier is an Eligible Carrier and (ii) for
purposes of inclusion of such Petroleum Inventory in the Borrowing Base, such
Petroleum Inventory shall be valued at an amount not to exceed the maximum
drawing amount of such Letter of Credit supporting the purchase price thereof.

                                       12

<PAGE>

          "Eligible Receivables" means, at any given time, the aggregate amount
of all Accounts (including Accounts from Account Debtors located in Canada which
are acceptable to the Administrative Agent, in its sole discretion), carried on
the books of the Company or a Restricted Subsidiary, as applicable, in
accordance with GAAP arising from the sale or exchange of Inventory in the
ordinary course of business with any Person (other than any Affiliate of the
Company or such Restricted Subsidiary), and which Accounts also meet all of the
following requirements:

          (a) are invoiced upon delivery of such Inventory (or if such delivery
is made pursuant to a contract between the Company or such Restricted
Subsidiary, as applicable and the Account Debtor, the invoice is issued not
later than 40 days after such delivery) and which Accounts are originally due
within thirty (30) days of the original invoice date thereof (or with respect to
Account Debtors which are railroad companies or purchasers of asphalt within
forty-five (45) days of the original invoice date thereof) and are not more than
thirty (30) days past due;

          (b) constitute the valid, binding and legally enforceable obligation
of the Account Debtor and are not subordinate to any other claim against such
Account Debtor;

          (c) are not evidenced by any instrument, unless such instrument has
been pledged and delivered to the Collateral Agent on behalf of the Banks and
the Bank Swap Parties;

          (d) are owned by the Company or such Restricted Subsidiary free and
clear of all Liens, security interests or encumbrances whatsoever, other than
those in favor of the Collateral Agent on behalf of the Banks and the Bank Swap
Parties and other than the Permitted Liens described in Sections 8.01(c) and
8.01(d), and Permitted Liens described in Section 8.01(p) 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) are not the subject of a return, rejection, loss of or damage to
the goods, the sale of which gave rise to the Accounts, or any request for
credit or adjustment, or any other dispute with the Account Debtor on the
Accounts and all actions required to be performed by the Company or such
Restricted Subsidiary with respect to such Accounts have been performed (unless
such return or rejection has been made, such loss or damage has been
compensated, or such credit or adjustment has been allowed and, in each case,
has been reflected in the amount of such Eligible Receivable on the applicable
Borrowing Base Certificate);

          (f) if the Account Debtor on any such Accounts is located outside the
United States or Canada, such Accounts are payable in full in Dollars and either
(i) the Account Debtor has been approved in writing by the Administrative Agent,
using reasonable business judgment or (ii) an Acceptable Issuer has issued an
irrevocable letter of credit in the amount of such Accounts for the benefit of
the Company or such Restricted Subsidiary and on which the Company or such
Restricted Subsidiary, as applicable may draw in the event of a default by such
Account Debtor in respect of such Accounts, provided that such letter of credit
is subject to a valid, first priority perfected lien and security interest in
favor of the Collateral Agent on behalf

                                       13

<PAGE>

of the Banks and the Bank Swap Parties or that DB is the collecting bank for
such letter of credit and a copy of such letter of credit has been delivered to
the Collateral Agent and the Administrative Agent and, provided further, that
the proceeds of any drawing under such letter of credit are to be deposited into
the Concentration Account;

          (g) are owing by an Account Debtor which has not been determined to be
uncreditworthy in the reasonable business judgment of the Administrative Agent
with notice of such determination, identifying such Account Debtor, having been
sent to the Company by the Administrative Agent; provided that any Account of
any Account Debtor which is so determined to be uncreditworthy shall not be
excluded from Eligible Receivables solely on the basis of such determination if
an Acceptable Issuer has issued an irrevocable letter of credit in the amount of
such Account for the benefit of the Company or such Restricted Subsidiary and on
which the Company or such Restricted Subsidiary, as applicable may draw in the
event of a default by such Account Debtor in respect of such Account and (i)
such letter of credit is subject to a valid, first priority perfected lien and
security interest in favor of the Collateral Agent on behalf of the Banks and
the Bank Swap Parties or DB is the negotiating and collecting bank for such
letter of credit and a copy of such letter of credit has been delivered to the
Collateral Agent and the Administrative Agent and (ii) the proceeds of any
drawing under such letter of credit are to be deposited into the Concentration
Account;

          (h) are owing by an Account Debtor which has not (i) filed or had
filed against it, any Insolvency Proceeding, (ii) failed, (iii) suspended
business operations, (iv) become insolvent, (v) called a meeting of its
creditors for the purpose of obtaining any material financial concession or
accommodation, or (vi) had or suffered a receiver or a trustee to be appointed
for all or a significant portion of its assets or affairs (this clause (h) shall
not apply if and to the extent an Acceptable Issuer has issued an irrevocable
standby letter of credit in the amount of such Eligible Receivable for the
benefit of the Company or such Restricted Subsidiary and on which the Company or
such Restricted Subsidiary, as applicable may draw in the event of a default by
the Account Debtor with respect to such Eligible Receivable; provided that such
letter of credit is subject to a valid, first priority perfected lien and
security interest in favor of the Collateral Agent on behalf of the
Administrative Agent, the Banks and the Bank Swap Parties or that DB is the
collecting bank for such letter of credit and a copy of such letter of credit
has been delivered to the Collateral Agent and the Administrative Agent; and
provided, further, that the proceeds of any drawing under such letter of credit
are to be deposited into the Concentration Account);

          (i) are subject to a valid, first priority, perfected lien and
security interest in favor of the Collateral Agent on behalf of the Banks and
the Bank Swap Parties;

          (j) are due from a customer to the extent that such Accounts due from
such customer and its Affiliates do not exceed in the aggregate an amount equal
to (i) if such customer is a Person listed on Schedule 1.01(d) (as such schedule
may be amended from time to time with the approval of the Administrative Agent),
25% of the aggregate of all Accounts at such time and (ii) otherwise, 10% of the
aggregate of all Accounts at such time; provided that notwithstanding clause (i)
or (ii) above, there shall be no limit on Accounts due from British Petroleum,
Chevron U.S.A. Inc. or their respective Affiliates which may be included as
Eligible Receivables so long as, to the extent that the amount of such
receivables exceeds $50,000,000 from British Petroleum

                                       14

<PAGE>

or its Affiliates or $50,000,000 from Chevron U.S.A. Inc. or its Affiliates,
such excess is supported by a letter of credit from a financially sound
financial institution, on a dollar-for-dollar basis, for the benefit of the
Company or such Restricted Subsidiary, as applicable (it being understood that
only such portion of such excess which is not so supported will be excluded from
Eligible Receivables), and provided, further, that notwithstanding anything
herein to the contrary, there shall be excluded from Accounts and the aggregate
of all Accounts in the above calculations Accounts from Account Debtors in
excess of the Company's internal credit policy limit (as previously disclosed,
in writing, to the Agents and as may be changed, from time to time, with the
approval of the Administrative Agent) except to the extent that the amount of
such receivables from any such Account Debtor exceeds the Company's or such
Restricted Subsidiary's internal credit policy limit in respect of such Account
Debtor, such excess amount is supported by a letter of credit from a financially
sound financial institution, on a dollar-for-dollar basis, for the benefit of
the Company or such Restricted Subsidiary, as applicable (it being understood
that only such portion of such excess which is not so supported will be excluded
from Eligible Receivables);

          (k) are denominated in Dollars and are not payable outside the United
States or Canada; and

          (l) otherwise have not been determined to be unsatisfactory to the
Administrative Agent, using reasonable business judgment, with notice of such
determination, identifying such Eligible Receivable, having been sent to the
Company by the Administrative Agent; and

          (m) less (A) all reserves established in the reasonable business
judgment of the Administrative Agent with respect to such Accounts and (B) any
and all offsets, counterclaims or contracts in respect thereof, including all
federal, state and other taxes (but excluding income taxes) in respect thereof.
For the purpose of this definition, to the extent that the Company or such
Restricted Subsidiary is at any time directly or contingently indebted for any
reason to any Account Debtor, the Accounts owing to the Company or such
Restricted Subsidiary, as applicable by such Account Debtor shall be deemed to
be subject to an offset, counterclaim or contra in the amount of such
Indebtedness; provided that to the extent that any Indebtedness of the Company
or such Restricted Subsidiary to any Account Debtor is secured by a Letter of
Credit, the portion of the Indebtedness so secured (not to exceed the lesser of
(i) the face amount of the Letter of Credit and (ii) the outstanding amount of
such Indebtedness) shall not be deemed to be an offset, counterclaim or contra
with respect to the Accounts of such Account Debtor owing to the Company or such
Restricted Subsidiary, as the case may be.

          Notwithstanding the foregoing, Accounts generated from sales to
customers of the Company's refinery acquired in the Memphis Acquisition shall
not constitute Eligible Receivables until after the Administrative Agent has
conducted an audit of the Accounts following the closing of the Memphis
Acquisition that is reasonably satisfactory to the Administrative Agent.

          "Environmental Claims" means all claims, complaints, actions, suits,
proceedings or investigations, however commenced or asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or

                                       15

<PAGE>

for release or injury to the environment or threat to public health, personal
injury (including sickness, disease or death), property damage, natural
resources damage, or otherwise alleging liability or responsibility for damages
(punitive or otherwise), investigation, cleanup, removal, remedial or response
costs, monitoring, contribution, restitution, civil or criminal penalties,
injunctive relief, or other type of relief, resulting from or based upon the
presence, placement, storage, transportation or use, discharge, emission or
release (including intentional and unintentional, negligent and non-negligent,
sudden or non-sudden, accidental or non-accidental, placement, spills, leaks,
discharges, emissions or releases) of any Hazardous Material at, in, or from any
Facility, whether or not owned by the Company or any of its Subsidiaries.

          "Environmental Laws" means all federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, licenses, approvals, judicial judgments
or decrees, authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental, health, safety and land use
matters; including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, ("CERCLA"), the Clean Air Act,
the Federal Clean Water Act, the Solid Waste Disposal Act, the Federal Resource
Conservation and Recovery Act, the Toxic Substances Control Act, the Emergency
Planning, Community Right-to-Know Act, the Federal Occupational Safety and
Health Act, the Hazardous Materials Transportation Act, the National
Environmental Policy Act, the Federal Oil Pollution Act of 1990 and any similar
state laws (including state laws implementing such federal laws), each as
amended and in effect at the relevant time.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute thereto and all final or
temporary regulations promulgated thereunder and published, generally applicable
rulings entitled to precedential effect.

          "ERISA Affiliate" means any entity required at any relevant time to be
aggregated with the Company or any Restricted Subsidiary under Sections 414(b)
or (c) of the Code or Section 4001 of ERISA; provided, however, that for
purposes of the provisions of this Agreement relating to Section 412 of the Code
or Section 302 of ERISA, the term ERISA Affiliate shall also mean any entity
that is a member of any group of persons, as provided in Sections 414(m) or (o)
of the Code, of which the Company or any Restricted Subsidiary is a member.

          "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Company, any Restricted Subsidiary 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 if such withdrawal could reasonably be expected to
result in a material liability to the Company; (c) a complete or partial
withdrawal by the Company, any Restricted Subsidiary or any ERISA Affiliate from
a Multiemployer Plan, notification that a Multiemployer Plan is in
reorganization, the termination of a Multiemployer Plan under Section 4041A of
ERISA or the commencement of proceedings to terminate a Multiemployer Plan, if
any of the foregoing events could reasonably be expected to result in a material
liability to the Company; (d) the filing of a notice of intent to terminate a
Pension Plan

                                       16

<PAGE>

under Section 4041(c) of ERISA or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or the commencement of proceedings by
the PBGC to terminate a Pension Plan; or (e) the imposition of any material
liability under Title IV of ERISA, other than PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Company, any Restricted
Subsidiary or any ERISA Affiliate.

          "Eurodollar Rate" means, with respect to the Interest Period for each
Eurodollar Rate Loan comprising part of the same Borrowing, an interest rate per
annum equal to the rate (rounded upward to the nearest whole multiple of
one-sixteenth (1/16) of one percent (1.00%) per annum, if such rate is not such
a multiple) of the offered quotation, if any, to first class banks in the
Eurodollar market by DB for U.S. dollar deposits of amounts in immediately
available funds comparable to the principal amount of the Eurodollar Rate Loan
for which the Eurodollar Rate is being determined with maturities comparable to
the Interest Period for which such Eurodollar Rate will apply as of
approximately 10:00 a.m. (New York City time), two (2) Business Days prior to
the commencement of such Interest Period. If DB fails to provide its offered
quotation to the Administrative Agent, the Eurodollar Rate shall be determined
on the basis of the arithmetic average of the quotations of such other reference
banks as determined by the Administrative Agent, in its sole discretion.

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

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

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

          "Existing Credit Agreement" has the meaning specified in the recitals
to this Agreement.

          "Existing Loan Documents" means the Existing Credit Agreement, any
Notes, the Collateral Documents, the L/C-Related Documents, any Swap Contracts
between the Company and the Bank Swap Parties, any Eligible LOIs (and the
agreements executed and delivered in connection therewith) and all other
documents delivered to the Administrative Agent, the Collateral Agent or any
Bank in connection with the Existing Credit Agreement.

          "Expenses" shall mean all reasonable present and future expenses
incurred by or on behalf of the Administrative Agent and/or the Collateral Agent
in connection with any Loan Document or otherwise related thereto, whether
incurred heretofore or hereafter, which expenses shall include, without being
limited to, the cost of record searches, the reasonable fees and expenses of
attorneys and paralegals, all costs and expenses incurred by the Administrative
Agent and/or the Collateral Agent in opening bank accounts and lockboxes,
depositing checks, receiving and transferring funds, and any charges imposed on
the Administrative Agent and/or the Collateral Agent due to insufficient funds
of deposited checks and the Administrative Agent's and/or the Collateral Agent's
standard fee relating thereto, reasonable fees and expenses of collateral
examinations and collateral audits, and of accountants, appraisers or other

                                       17

<PAGE>

consultants, experts or advisors employed or retained by the Administrative
Agent and/or the Collateral Agent, fees and taxes relative to the filing or
recording of financing statements and other Collateral Documents, costs of
recording Collateral Documents, all expenses, costs and fees set forth in
Article IV of this Agreement, reasonable fees and expenses incurred in
connection with the negotiation, preparation, review, execution and delivery of
the Loan Documents, irrespective of whether the transactions contemplated hereby
are consummated, including any amendments, supplements, waivers or consents
executed and delivered in connection therewith, with syndicating the credit
facility contemplated hereunder (including, without limitation, costs and
expenses for preparation of information packages for prospective Banks and
arranging and conducting "due diligence" meetings), with the administration,
collection, enforcement and termination (including termination of any Liens) of
the Loan Documents, and with the completion of the due diligence review by the
Administrative Agent and the Banks and all fees and expenses required to be paid
pursuant to the Fee Letters. In addition, Expenses shall include all costs and
expenses (including the reasonable fees and disbursements of counsel and other
professionals, including internal counsel) paid or incurred by the Agents or any
Bank in (i) enforcing (or attempting to enforce) or defending or preserving its
rights or remedies under or in respect of any Loan Document, the Collateral
Documents or any other document or instrument now or hereafter executed and
delivered in connection herewith, (ii) collecting the Loans and reimbursement
obligations under Letters of Credit, (iii) foreclosing or otherwise collecting
upon the Collateral or any part thereof, and (iv) obtaining any legal,
accounting or other advice in connection with any of the foregoing, including in
a "work out", restructuring, renegotiation, refinancing or similar scenario.

          "Facilities" means any real property now, heretofore or hereafter
owned or leased or used by the Company or any of its Subsidiaries, including all
real property relating to the land and improvements known as the Blue Island
Refinery, located in Blue Island, Illinois, together with the terminals, tanks,
pipelines and related facilities used or intended for use in connection
therewith, the land and improvements known as the Hartford Refinery, located in
Hartford, Illinois, together with the terminals, tanks, pipelines and related
facilities used or intended for use in connection therewith, the land and
improvements known as the Lima Refinery, located in Lima, Ohio, together with
the terminals, tanks, pipelines and related facilities used or intended for use
in connection therewith, the Port Arthur Refinery and all terminals owned,
leased or operated by the Company or any of its Subsidiaries.

          "Facility Expiry Date" means the earliest of (a) the occurrence of an
Event of Default and termination of the Commitments pursuant to Section 9.02,
(b) the date that is three years from the Effective Date and (c) any other
termination of the Commitments pursuant to the terms of this Agreement.

          "Federal Funds Rate" means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if such rate is not so published on any such
preceding Business Day, the rate for such day will be the arithmetic mean as
determined by the Administrative Agent of the rates for the last transaction in
overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that
day by each of three

                                       18

<PAGE>

leading brokers of Federal funds transactions in New York City selected by the
Administrative Agent.

          "Fee Letters" has the meaning specified in Section 4.05(a).

          "Fees" shall mean, collectively, fees referred to in Sections 4.05 and
4.06.

          "FIFO" means the first-in-first-out method of determining value of
Inventory in accordance with GAAP.

          "Fitch" means Fitch, Inc.

          "Fleet" has the meaning specified in the introductory clause to this
Agreement.

          "FRB" means the Board of Governors of the Federal Reserve System, and
any successor Governmental Authority.

          "Fund Affiliates" means Blackstone Capital Partners III Merchant
Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore Capital
Partners III L.P., a Delaware limited partnership, Blackstone Family Investment
Partnership III L.P., a Delaware limited partnership, each of their respective
Affiliates that is not an operating company or controlled by an operating
company and each general partner of any of them who is a partner or employee of
The Blackstone Group L.P. and their families, related trusts and controlled
entities.

          "GAAP", as more fully discussed in Section 1.02, means generally
accepted accounting principles in the United States as in effect from time to
time as set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements of such other entity as may be approved by a significant
segment of the accounting profession which are applicable to the circumstances.

          "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any interstate or multistate authority, 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.

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

          "Hazardous Materials" means any substances that are regulated by, or
which form the basis of liability under, any Environmental Law, including all
substances identified under any Environmental Law as a pollutant, contaminant,
hazardous waste, hazardous constituent, special waste, hazardous substance,
hazardous material, or toxic substance, and petroleum or petroleum derived
substance or waste.

          "Holdings" means Premcor USA Inc., a Delaware corporation.

                                       19

<PAGE>

          "Holdings Exchange Debentures" shall mean Holdings' 11 1/2%
Subordinated Exchange Debentures due 2009 issued under the Holdings Exchange
Debentures Indenture.

          "Holdings Exchange Debenture Indenture" means that certain Indenture,
dated as of October 1, 1997 between Holdings and Bankers Trust Company, n/k/a
Deutsche Bank Trust Company Americas, as trustee, relating to the Holdings
Exchange Debentures, as the same may hereafter be amended, amended and restated,
supplemented or otherwise modified in accordance with the terms thereof and of
this Agreement and in effect.

          "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 non-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 Capitalized Lease Obligations; (g) all net
obligations with respect to Swap Contracts; (h) all indebtedness referred to in
clauses (a) through (g) 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 contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness; and (i) all Guaranty Obligations in respect of
indebtedness or obligations of others of the kinds referred to in clauses (a)
through (g) above.

          "Indemnified Liabilities" has the meaning specified in Section 11.04.

          "Indemnified Person" has the meaning specified in Section 11.04.

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

          "Insolvency Proceeding" means (a) any case, action or proceeding
before any Governmental Authority 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, marshaling 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.

          "Institutional Finance Documents" means the 1997 Fixed Rate Notes, the
1997 Fixed Rate Note Indentures, the 1998 Fixed Rate Notes, the 1998 Fixed Rate
Note Indenture, the Holdings Exchange Debentures, the Holdings Exchange
Debenture Indenture, the PAFC Bonds, the PAFC Bond Indenture, the PAFC Bond
Guarantee, the Common Security Agreement, the MSCG Crude Oil Supply Agreements,
the 2003 Notes and the 2003 Note Indenture, each of the exhibits and schedules
thereto, and all other agreements, instruments and documents relating

                                       20

<PAGE>

thereto (including, in each case, any refinancing, replacement or refunding
thereof in accordance with the terms of this Agreement).

          "Interest Period" means, (a) as to any Eurodollar 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
a Eurodollar 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 and (b) as to the investment of the Tranche 1
Credit-Linked Deposits, the period commencing on the Effective Date and ending
on the date that is one month thereafter and each one month period thereafter ;
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 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 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 Loan shall extend
beyond the Facility Expiry Date then in effect.

          "Inventory" means any "inventory" as that term is defined in Section
9-102(a)(48) of the UCC, as well as all inventory which is held for sale or
which consists of raw materials or work in process.

          "Investment" means all expenditures made and all liabilities incurred
(including Contingent Obligations) for or in connection with the acquisition of
stock, other equity interests or Indebtedness of another Person, loans,
advances, capital contributions (whether in the form of cash or transfers of
property or otherwise) or transfers of property (other than sales or transfers
permitted under this Agreement) to another Person, acquisition of capital stock
or other securities of another Person (other than capital stock or other
securities acquired as a creditor in a third party's bankruptcy or
reorganization) and all other items that are or would be classified as
investments on a balance sheet in accordance with GAAP; provided, however, that
the term "Investment" shall not include (a) current trade and customer accounts
receivable for goods furnished or services rendered in the ordinary course of
business and payable in accordance with customary trade terms, (b) advances,
payments and prepayments to suppliers for goods and services in the ordinary
course of business, (c) advances to employees for travel expenses, drawing
accounts and similar expenditures, (d) stock or other securities acquired in
connection with the satisfaction or enforcement of Indebtedness or claims due or
owing or as security for any such Indebtedness or claim, (e) demand deposits in
banks or trust companies, (f) any Capital Expenditures or (g) Guaranty
Obligations to the extent included in Indebtedness. In determining the aggregate
amount of Investments outstanding at any particular time, (i) a guaranty shall
be valued at not less than the principal amount outstanding; (ii) returns of
capital (but only by repurchase, redemption, retirement, repayment, liquidating
dividend or liquidating distribution) shall be deducted; (iii) earnings, whether
as dividends, interest or otherwise, shall not be deducted; and (iv) decreases
in the market value shall not be deducted unless such decreases are computed in
accordance with GAAP.

                                       21

<PAGE>

          "IRS" means the Internal Revenue Service, and any successor
Governmental Authority.

          "Issue" means, with respect to any Letter of Credit, 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 (i) each of DB or, subject to Section 3.01, any
of its Affiliates (including but not limited to Deutsche Bank AG - New York
Branch) as it determines in its sole discretion, and Fleet, their respective
successors and, to the extent agreed to by such affiliates of DB, Affiliates of
DB, and (ii) any other bank which the Company requests to be an Issuing Bank and
is approved by the Administrative Agent, each in its capacity as issuer of one
or more Letters of Credit.

          "Issuing Bank Fees" has the meaning set forth in Section 4.06(c).

          "Joint Venture" means a partnership, joint venture or other similar
legal arrangement (whether created by contract or conducted through a separate
legal entity) now or hereafter formed by the Company or any of its Restricted
Subsidiaries with another Person in order to conduct a common venture or
enterprise with such Person.

          "L/C Obligations" means, at any time, without duplication, the sum of
(i) the aggregate undrawn stated amount of all Letters of Credit outstanding at
such time, plus (ii) with respect to determinations of whether a Loan shall be
made or a Letter of Credit issued, the aggregate undrawn stated amount of all
Letters of Credit requested by the Company the issuance of which has been
authorized by an Issuing Bank but which have not yet been issued, plus (iii) the
aggregate amount of all drawings under Letters of Credit for which any Issuing
Bank has not at such time been reimbursed, plus (iv) the aggregate amount of all
payments made by each Bank to an Issuing Bank with respect to such Bank's
participation in Letters of Credit as provided in Section 3.03(a) for which the
Company has not at such time reimbursed the Banks.

          "L/C-Related Documents" means the Letters of Credit, the L/C Requests
and any other document relating to any Letter of Credit, including any of the
applicable Issuing Bank's standard form documents for Letter of Credit
Issuances.

          "L/C Request" means a notice substantially in the form of Exhibit A-2.

          "Lead Bank" means each of DB and Fleet, in each case in its capacity
as a Bank.

          "Lending Office" means, as to any Bank, the office or offices of such
Bank specified as its "Lending Office" or "Domestic Lending Office" or
"Eurodollar Lending Office", as the case may be, on the signature page of such
Bank attached to this Agreement, or such other office or offices as such Bank
may from time to time notify the Company and the Administrative Agent.

          "Letter of Credit" means any Letter of Credit (whether a Standby
Letter of Credit or a Commercial Letter of Credit) Issued by any Issuing Bank
pursuant to Article III (including

                                       22

<PAGE>

any Letter of Credit issued and outstanding under the Existing Credit Agreement
which is deemed a Letter of Credit hereunder pursuant to Article III).

          "LIBOR Rate" means for any Interest Period with respect to the
investment of the Tranche 1 Credit-Linked Deposits, the rate for deposits in
Dollars for a period of one month which appears on the Telerate Page 3750 as of
11:00 a.m., London time, on the day that is two Business Days preceding the
beginning of such Interest Period. If such rate does not appear on Telerate Page
3730, the rate for that Interest Period will be the rate determined in good
faith by the Administrative Agent on the basis of the rates at which deposits in
Dollars are offered by four major banks in the London interbank market at
approximately 11:00 a.m., London time, on the day that is two Business Days
preceding the beginning of the new Interest Period to prime banks in the London
interbank market for a period of one month commencing on the beginning of the
new Interest Period and in the then outstanding amount of the Tranche 1
Credit-Linked Deposit. The Administrative Agent will request the principal
London office of each of such four major banks in the London interbank market to
provide a quotation of its rate. If at least two such quotations are provided,
the rate for that new Interest Period will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate for
that Interest Period will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Administrative Agent, at approximately
11:00 a.m., New York City time, on the beginning of the new Interest Period for
loans in Dollars to leading European banks for a period of one month commencing
on the beginning of the new Interest Period and in the amount of the Tranche 1
Credit-Linked Deposit.

          "Lien" means any security interest, mortgage, deed of trust, pledge,
hypothecation, assignment, charge or deposit arrangement, encumbrance or lien
(statutory or other) 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 UCC 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" has the meaning specified in Section 2.01 and may be a Prime
Rate Loan or a Eurodollar Rate Loan.

          "Loan Account" has the meaning set forth in Section 2.07.

          "Loan Documents" means this Agreement, the Fee Letters, the Notes, the
Existing Loan Documents (other than the Existing Credit Agreement) and all other
documents delivered to the Administrative Agent, the Collateral Agent or any
Bank in connection herewith or therewith.

          "Lockbox" means a lockbox and related accounts in which wholesale
customers deposit checks representing proceeds of Collateral, the withdrawal of
funds therefrom being limited to withdrawals by the Collection Bank pursuant to
the direction of the Company and otherwise in accordance with this Agreement.

                                       23

<PAGE>

          "LOI" means any letter of indemnity issued to enable the Company to
obtain payment under a letter of credit issued in favor of the Company for
payment, or to obtain payment from a purchaser, for Petroleum Product sold by
the Company despite the Company's inability to present to the issuing bank or to
the purchaser, as the case may be, certain documents including, without
limitation, title documents, required for payment.

          "Major Oil Company Receivable" means, (a) an Eligible Receivable
carried on the books of the Company or any Restricted Subsidiary as to which the
Account Debtor thereon is listed on Schedule 1.01(d) to this Agreement (which
Schedule may be amended from time to time by the Administrative Agent, using
reasonable business judgment (by either adding to or deleting from such Schedule
the names of Account Debtors)), or (b) any Eligible Receivable as to which an
Acceptable Issuer has issued an irrevocable standby letter of credit in the
amount of such Eligible Receivable for the benefit of the Company or any
Restricted Subsidiary and on which the Company or such Restricted Subsidiary may
draw in the event of a default by the Account Debtor with respect to such
Eligible Receivable; provided that such letter of credit is subject to a valid,
first priority perfected lien and security interest in favor of the Collateral
Agent on behalf of the Administrative Agent, the Banks and the Bank Swap Parties
or that DB is the collecting bank for such letter of credit and a copy of such
letter of credit has been delivered to the Collateral Agent and the
Administrative Agent; and provided, further, that the proceeds of any drawing
under such letter of credit are to be deposited into the Concentration Account.

          "Majority Banks" means at any time Banks then holding at least 51% of
the Commitments, or if the aggregate Commitments have been terminated or reduced
to zero, 51% of the amount of the unpaid aggregate principal amount of all Loans
outstanding and the aggregate amount of the L/C Obligations outstanding;
provided, that for purposes of exercising remedies under Section 9.02 due to the
occurrence of an Event of Default under Section 9.01(a), regardless of whether
the Commitments have been terminated or reduced to zero, the term "Majority
Banks" shall at all times mean the Banks then holding at least 51% of the amount
of the unpaid aggregate principal amount of all Loans outstanding and the
aggregate amount of the L/C Obligations outstanding.

          "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 effect upon,
the operations, business, properties, condition (financial or otherwise) or
prospects of the Company or the Company and the Restricted Subsidiaries taken as
a whole; (b) a material impairment of the ability of the Company or any
Restricted Subsidiary to perform under any Loan Document and to avoid any Event
of Default; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Company or any Restricted
Subsidiary of any Loan Document.

          "Material Contracts" means each contract, agreement and commitment
(other than the other Loan Documents) to which the Company or any of the
Restricted Subsidiaries will be a party after giving effect to the transactions
contemplated by the Loan Documents, and that will be or are material to the
business, assets or operations of the Company and the Restricted Subsidiaries,
taken as a whole.

                                       24

<PAGE>

          "Memphis Acquisition" means the acquisition by the Company of refining
and marketing assets located in and around Memphis, Tennessee and other assets
pursuant to the Memphis Acquisition Agreements.

          "Memphis Acquisition Agreements" means the Asset Purchase and Sale
Agreement entered into as of November 25, 2002 among The Williams Companies,
Inc. and certain of its Subsidiaries, the Company and Parent, and agreements
entered into in connection therewith, as each such agreement is in effect on the
Effective Date and as they may be amended, modified and supplemented from time
to time either in a manner not materially adverse to the Banks or with the
consent of the Majority Banks.

          "Memphis Assets" means the assets and property rights acquired by the
Company in the Memphis Acquisition.

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

          "MSCG" means Morgan Stanley Capital Group Inc. and its Affiliates.

          "MSCG Crude Oil Supply Agreements" means the agreements to be entered
into by the Company and MSCG in connection with the Memphis Acquisition.

          "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.

          "Neches" means Neches River Holding Corp., a Delaware corporation.

          "Net Income" means, for any period, the net income (or net loss, as
the case may be) of the Company and the Restricted Subsidiaries for such period,
determined on a consolidated basis among them in accordance with GAAP.

          "Net Worth" of any Person means, as of any date of determination, the
excess of the Total Assets of such Person at such date of determination over the
Total Liabilities of such Person at such date of determination.

          "New Bank" has the meaning specified in Section 2.11.

          "1997 Fixed Rate Note Indentures" means (i) that certain Indenture,
dated as of November 21, 1997, between the Company and Bankers Trust Company,
n/k/a Deutsche Bank Trust Company Americas, as trustee relating to the Company's
8-3/8% Notes of the Company due 2007, and (ii) that certain Indenture, dated as
of November 21, 1997 between the Company and Marine Midland Bank, as trustee
relating to the Company's 8-7/8% Notes due 2007.

          "1997 Fixed Rate Notes" means (i) the Company's 8-3/8% Notes due
November 2007 and (ii) the Company's 8-7/8% Notes due November 2007.

                                       25

<PAGE>

          "1998 Fixed Rate Note Indenture" means that certain Indenture, dated
as of August 10, 1998, between the Company and Bankers Trust Company, n/k/a
Deutsche Bank Trust Company Americas, as Trustee, relating to the Company's
8-5/8% Notes.

          "1998 Fixed Rate Notes" means the Company's 8-5/8% Senior Notes due
August 2008.

          "Note" means a promissory note executed by the Company in favor of a
Tranche 2 Bank pursuant to Sections 2.02 and 5.01(a), in substantially the form
of Exhibit I.

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

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

          "Obligations" means all advances, debts, liabilities, obligations,
Fees and Expenses, covenants and duties arising under any Loan Document owing by
the Company to any Bank, the Administrative Agent, the Collateral Agent, any
Issuing Bank, any Bank Swap Party, any Indemnified Person, or any other
Agent-Related Persons whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising (including interest accruing during the pendency of any
proceeding of the type described in Section 9.01(f) and (g), whether or not
allowed in such proceeding).

          "Occidental" means Occidental Petroleum Corporation.

          "Occidental Affiliates" means Occidental and its Affiliates.

          "Organization Documents" means, for any corporation, the certificate
or articles of incorporation, the bylaws, any certificate of designations 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.

          "Other Taxes" means any present or future stamp 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 or registration
of, or otherwise with respect to any Loan Document.

          "Outstanding Eligible LOI" means any Eligible LOI for which the Bank
issuing such Eligible LOI has not notified the Administrative Agent that such
Eligible LOI has been canceled.

          "PACC" means Port Arthur Coker Company L.P., a Delaware limited
partnership.

          "PACC Bond Accounts" means the Principal and Interest Accrual Account,
the Debt Service Reserve Account, the Casualty and Insurance Account and the
Mandatory Prepayment Account maintained in accordance with the provisions of
Article V of the Common Security Agreement.

                                       26

<PAGE>

          "PACC Coker Project" means the approximately 80,000 barrel per stream
day delayed coking unit, 35,000 barrel per stream day hydrocracker and 417 long
ton per day sulfur complex and related assets owned by PACC and operated by the
Company.

          "PACC Operating Account" means any unsecured accounts of PACC
maintained in accordance with the provisions of Section 5.10 of the Common
Security Agreement and Section 6.21 of this Agreement.

          "PAFC" means Port Arthur Finance Corp., a Delaware corporation.

          "PAFC Bond Guarantee" means the unconditional guarantee of the
Company, on a senior unsecured basis, of the obligations of PAFC under the PAFC
Bonds, as the same may hereafter be amended, amended and restated, supplemented
or otherwise modified, refinanced or replaced, in each case in accordance with
the terms thereof and of this Agreement and in effect.

          "PAFC Bond Indenture" means that certain Indenture dated as of August
19, 1999 between the Company, the Project Companies, HSBC Bank USA, as Capital
Markets Trustee, and Deutsche Bank Trust Company Americas as Collateral Trustee,
relating to the PAFC Bonds, as amended through the date of this Agreement and as
the same may hereafter be amended, amended and restated, supplemented or
otherwise modified, refinanced or replaced, in each case in accordance with the
terms thereof and of this Agreement and in effect.

          "PAFC Bonds" means the 12.5% Senior Secured Notes of PAFC due 2009.

          "Paid but Unexpired Standby Letters of Credit" means, as of any date
of determination, the excess, if any, of (a) the maximum amount available for
drawing under outstanding Standby Letters of Credit issued to support the
purchase of Inventory of the Company and its Restricted Subsidiaries as of such
date of determination, over (b) the aggregate outstanding amount due and owing
as of such date of determination by the Company and its Restricted Subsidiaries
to the supplier(s) of such Inventory on account of the purchase(s) of such
Inventory.

          "Parent" means Premcor Inc., a Delaware corporation.

          "PBGC" means the Pension Benefit Guaranty Corporation, or any
successor Governmental Authority.

          "Pension Plan" means a pension plan (as defined in Section 3(2) of
ERISA) subject to Title IV of ERISA (other than a Multiemployer Plan) which the
Company 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.

          "Perfection Certificate" has the meaning specified in Section 5.01(f).

          "Permitted Liens" has the meaning specified in Section 8.01.

                                       27

<PAGE>

          "Permitted PACC Accounts" shall mean the PACC Bond Accounts and the
PACC Operating Account.

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

          "Petroleum Inventory" means Inventory consisting of crude oil,
petroleum, refined petroleum products, byproducts and intermediate feedstocks,
and other energy-related commodities, including, without limitation, blend
components commonly used in the petroleum industry to improve characteristics
of, or meet governmental or customer specifications for, petroleum or refined
petroleum products, all of which Inventory shall be valued at market.

          "Petroleum Product" means crude oil, petroleum, refined petroleum
products, byproducts and intermediate feed stocks, and other energy-related
commodities, including, without limitation, blend components commonly used in
the petroleum industry to improve characteristics of, or meet governmental or
customer specifications for, petroleum or refined petroleum products.

          "Pipeline Subsidiary" means Premcor P.A. Pipeline Company, a Delaware
corporation and a wholly-owned subsidiary of the Company.

          "Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA), other than a multiemployer plan (as defined in Section 3(37) of ERISA),
which the Company or a Restricted Subsidiary sponsors or maintains or to which
the Company or a Restricted Subsidiary makes, is making, or is obligated to make
contributions and includes any Pension Plan.

          "Pledge Agreement" means the Pledge Agreement dated as of June 6, 2002
between the Company, the Collateral Agent and the Administrative Agent on behalf
of the Banks and the Bank Swap Parties, in the form attached to this Agreement
as Exhibit P.

          "Port Arthur Purchase Agreement" means that certain Asset Purchase
Agreement by and between Chevron U.S.A. Inc. and the Company dated as of August
16, 1994, as the same may at any time be amended, amended and restated,
supplemented or otherwise modified in accordance with the terms thereof and of
this Agreement and in effect.

          "Port Arthur Refinery" means the land and improvements known as the
Port Arthur Refinery, located in Port Arthur, Texas, together with the terminals
(including the Beaumont, Texas terminal, the Fannett, Texas terminal, the Lucas,
Texas terminal and the Port Arthur product station terminal), tanks, pipelines
and related facilities used or intended for use in connection therewith.

          "Pricing Grid" means the pricing grid attached as Schedule 1.01(e) to
this Agreement.

          "Prime 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 DB, as its "prime lending
rate." (The "prime lending rate" is a reference

                                       28

<PAGE>

rate and does not necessarily represent the lowest or best rate actually charged
to any customer of DB and DB may make loans at rates of interest at, above or
below the "prime lending rate").

          Any change in the "prime lending rate" announced by DB shall take
effect at the opening of business on the day specified in the public
announcement of such change.

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

          "Pro Rata Share" as to any Bank, means the percentage equivalent
(expressed as a decimal rounded to the ninth decimal place) of (i) in the case
of a Tranche 1 Bank in the absence of a Trigger Event (a) for matters relating
to its exposure with respect to or its right to receive payments (including any
Fees) in respect of Letters of Credit, its Tranche 1 Percentage Interest (it
being understood that this clause (i)(a) is only applicable in respect of up to
the aggregate amount of the Tranche 1 Commitments of the Banks at such time) and
(b) for matters relating to its obligations to purchase participations in or its
rights to receive payments (including any Fees) in respect of Loans, zero; (ii)
in the case of a Tranche 2 Bank in the absence of a Trigger Event (a) for
matters relating to its exposure with respect to or its right to receive
payments (including any Fees) in respect of Letters of Credit, the result of
multiplying its Tranche 2 Percentage Interest by the result of subtracting the
aggregate amount of the Tranche 1 Commitments of the Banks at such time from the
aggregate L/C Obligations outstanding at such time (with a negative number being
deemed to be zero) (it being understood that this clause (ii)(a) is only
applicable in respect of the excess L/C Obligations, if any, over the aggregate
amount of the Tranche 1 Commitments at such time) and (b) for matters relating
to its obligation to fund or its right to receive payments (including any Fees)
in respect of Loans, such Bank's Tranche 2 Percentage Interest; (iii) in the
case of a Tranche 1 Bank for matters relating to its exposure with respect to or
its right to receive payments (including any Fees) in respect of Letters of
Credit and its obligation to purchase participations in or its right to receive
payments (including any Fees) in respect of Loans upon and during the
continuance of a Trigger Event, the result of multiplying its Tranche 1
Percentage Interest by a fraction, the numerator of which equals the lesser of
the aggregate amount of the Tranche 1 Commitments of the Banks at such time and
the aggregate L/C Obligations outstanding at such time and the denominator of
which equals the sum of the aggregate L/C Obligations outstanding at such time
plus the aggregate principal amount of Loans outstanding at such time; and (iv)
in the case of a Tranche 2 Bank for matters relating to both its exposure with
respect to or its right to receive payments (including any Fees) in respect of
Letters of Credit and its obligation to fund or its right to receive payments
(including any Fees) in respect of Loans upon the occurrence and during the
continuance of a Trigger Event, the result of multiplying its Tranche 2
Percentage Interest by a fraction, the numerator of which equals the aggregate
L/C Obligations outstanding at such time minus the aggregate amount of the
Tranche 1 Commitments of the Banks at such time (with a negative number being
deemed to be zero) plus the aggregate principal amount of Loans outstanding at
such time and the denominator of which equals the aggregate L/C Obligations
outstanding at such time plus the aggregate principal amount of Loans
outstanding at such time.

          "Project Companies" means Sabine, Sabine LLC, Neches, PACC and PAFC.

                                       29

<PAGE>

          "Project Companies Collateral" means crude oil inventory, intermediate
products and refined products owned by the Project Companies and the proceeds
thereof that constitute cash or cash equivalents.

          "Qualifying Investments" means (i) readily marketable certificates of
deposit issued by a Bank or any other bank organized under the laws of the
United States of America or any state thereof, if as of the date of purchase
thereof by the Company or a Restricted Subsidiary, such Bank or bank has a short
term debt rating of not less than P-1 by Moody's and A-1 by S&P and having a
final maturity of not more than 360 days, (ii) commercial paper or finance
company paper that is rated as of the date of purchase thereof not less than P-1
by Moody's and A-1 by S&P and having a final maturity of not more than 270 days,
(iii) auction rate securities (maximum $10,000,000 notional amount with respect
to any single issue) with intermediate to perpetual maturities that are
structured with short term holding periods of 7-49 days and whose long-term debt
rating as of the date of purchase thereof is not less than any two of the
following: Aaa by Moody's, AAA by S&P or AAA by Fitch, (iv) direct obligations
of the United States having an average maturity of not more than one year, (v)
obligations of agencies of the United States of America including, but not
limited to, Federal Home Loan Bank, Federal National Mortgage Association,
Student Loan Marketing Association and Government National Mortgage Association
that are rated as of the date of purchase thereof not less than Aaa by Moody's
and AAA by S&P and having a final maturity of not more than 366 days, (vi)
repurchase and reverse repurchase agreements, in each case with durations of
less than 31 days that are fully secured by direct obligations of the United
States, (vii) a portfolio composed of any Qualifying Investments described in
clauses (i) through (vi) above with a weighted average maturity of not more than
one year, provided that the only Qualifying Investments in any such portfolio
which may have a longer maturity than described in the relevant sections (i)
through (vi) are those Qualifying Investments of the type described in clauses
(iv) and (v) above, and (viii) money market mutual funds set forth on Schedule
1.01(f) to this Agreement as it may be amended from time to time at the request
of the Company with the approval of the Administrative Agent, provided that
Qualifying Investments shall not include more than $40,000,000 invested in any
one such mutual fund.

          "Related Fund" means with respect to any Bank which is a fund that
invests in loans, any other fund that invests in loans that is managed by the
same investment advisor as such Bank or by an Affiliate of such Bank or such
investment advisor.

          "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.

          "Responsible Officer" means the chief executive officer, the
president, any executive vice president, the treasurer, the controller or the
secretary of the Company, or any other officer having substantially the same
authority and responsibility designated by the

                                       30

<PAGE>

Company; or, with respect to financial statements, compliance with financial
covenants, the Compliance Certificate and the Borrowing Base Certificate, the
chief executive officer, the chief financial officer, the controller or the
treasurer of the Company.

          "Restricted Subsidiary" means a Subsidiary of the Company that is not
an Unrestricted Subsidiary.

          "Sabine" means Sabine River Holding Corp., a Delaware corporation.

          "Sabine LLC" means Sabine River LLC, a Delaware limited liability
company.

          "Sale-Leaseback Transaction" means any arrangement between the Company
or any of the Restricted Subsidiaries and any other Person providing for the
leasing by the Company or such Restricted Subsidiary of real or personal or
mixed property which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such other Person.

          "S&P" means Standard & Poor's Corporation and any successor thereto.

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

          "Security Agreement" means the Amended and Restated Security Agreement
executed by the Company and the Collateral Agent and the Administrative Agent,
on behalf of the Banks and the Bank Swap Parties, in substantially the form of
Exhibit J-1.

          "Settlement Date" has the meaning specified in Section 2.04(a).

          "Significant Environmental Issue" means any event, situation or
circumstance giving rise to any Environmental Claim, or requiring the incurrence
of remedial or capital expenditures, reasonably expected to equal or exceed,
$1,000,000 in relation to any retail gas station claim under the indemnification
provisions of the Asset Contribution and Recapitalization Agreement, dated May
8, 1999, among the Company, Holdings and certain other parties thereto,
$2,000,000 in relation to any terminal (including related storage tanks and
pipelines) other than a terminal at a Facility or $7,500,000 in relation to any
Facility (including any related storage tanks and pipe lines).

          "Solvent" means, as to any Person at any time, that (a) the fair value
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(31) of the Bankruptcy Code and, in the alternative, for purposes of the
applicable Uniform Fraudulent Transfer Act; (b) the present fair saleable value
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 is able to realize upon its property and
pay its debts and other liabilities (including disputed, contingent and
unliquidated liabilities) as they mature in the normal course of business; (d)
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 (e) such Person is not engaged in

                                       31

<PAGE>

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.

          "Standby Letter of Credit" means any Letter of Credit which is not a
Commercial Letter of Credit.

          "Subsidiary" of a Person means any corporation, association,
partnership, joint venture or other business entity of which more than 50% of
the voting stock 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.

          "Subsidiary Security Agreement" means the Security Agreement dated as
of June 6, 2002 among PACC, the Collateral Agent and the Administrative Agent on
behalf of the Banks in the form attached to this Agreement as Exhibit J-3.

          "Surety Instrument" means any letter of credit (including standby and
commercial), banker's acceptance, bank guaranty, shipside bond, surety bond or
similar instrument.

          "Swap Contract" means any swap agreement (as such term is defined in
Section 101 of the Bankruptcy Code) and any other agreement or arrangement
(including forwards and futures) designed to provide protection against
fluctuations in interest or currency exchange rates or commodity prices.

          "Tangible Net Worth" of any Person means, as of any date of
determination, the Net Worth of such Person, as of such date of determination,
excluding however, from the determination of the Total Assets of such Person, as
of such date of determination (i) all goodwill, organizational expenses,
research and development expenses, trademarks, trade names, copyrights, patents,
patent applications, licenses and rights in any thereof, and other similar
intangibles, (ii) securities which are not readily marketable, and (iii) any
items (other than capitalized financing fees) not included in clauses (i) and
(ii) above which are treated as intangibles in conformity with GAAP, all of the
foregoing as determined for any such date of determination as of the end of the
immediately preceding fiscal quarter in accordance with GAAP. Any calculation of
Tangible Net Worth shall be adjusted to eliminate any after-tax non-cash book
writedown or writeup of inventory carrying value to market and the cumulative
effect of changes in accounting principles in the year of adoption of such
changes.

          "Taxes" means any federal, state, local or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including tax under Internal Revenue
Code Section 59A), customs duties, capital stock, franchise, profits,
withholding, social security (or similar), unemployment, disability, real
property, personal property, sales, use, transfer registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind whatsoever,
including any interest, penalty, or addition thereto, whether disputed or not,
excluding in the case of each Bank, each Issuing Bank, the Collateral Agent and
the Administrative Agent, such taxes (including income taxes or

                                       32

<PAGE>

franchise taxes) as are imposed on or measured by each Bank's, each Issuing
Bank's, the Collateral Agent's or the Administrative Agent's net income by the
jurisdiction (or any political subdivision thereof) under the laws of which such
Bank, the Issuing Bank, the Collateral Agent or the Administrative Agent, as the
case may be, is organized or otherwise carries on business, maintains the
lending office through which it has entered into this agreement or its principal
office.

          "Tax Sharing Agreement" means the Tax Sharing Agreement entered into
as of August 19, 1999 among Holdings, Parent, the Company and the signatories
listed on the signature pages thereto, in the form attached to this Agreement as
Exhibit O, as the same may at any time be amended, amended and restated,
supplemented or otherwise modified in accordance with the terms thereof and of
this Agreement and in effect.

          "Terminal Business" means the terminals owned by the Company and its
Subsidiaries together with related inventory and assets and the business
conducted thereby.

          "Total Assets" of any Person means, as of any date of determination,
the total consolidated assets of such Person, determined in accordance with
GAAP.

          "Total Capitalization" means, at any date of determination, the sum of
Consolidated Debt plus the Tangible Net Worth of the Company and the Restricted
Subsidiaries, in each case as of such date.

          "Total Liabilities" of any Person means, as of any date of
determination, the total consolidated liabilities of such Person, determined in
accordance with GAAP.

          "Trademark Security Agreement" means the Amended and Restated
Trademark Security Agreement executed by the Company and the Collateral Agent
and the Administrative Agent, on behalf of the Banks and the Bank Swap Parties,
in substantially the form of Exhibit J-2.

          "Tranche 1 Bank" means DB, its respective successors and assigns and,
to the extent agreed to by such affiliates of the Tranche 1 Bank, its respective
affiliates.

          "Tranche 1 Commitment" means, as to each Tranche 1 Bank, the amount
set forth opposite such Tranche 1 Bank's name on Schedule 1.01(a) as such amount
may be increased or reduced from time to time pursuant to the terms of this
Agreement.

          "Tranche 1 Credit-Linked Deposit" shall mean, as to each Tranche 1
Bank, the cash deposit made by such Bank pursuant to Section 3.10, as such
deposit may be (a) reduced from time to time pursuant to the terms of this
Agreement and (b) reduced or increased from time to time pursuant to assignments
by or to such Bank pursuant to Section 11.07. The initial amount of each Tranche
1 Bank's Tranche 1 Credit-Linked Deposit is set forth on Schedule 1.01(a), or in
the Assignment and Acceptance pursuant to which such Bank shall have acquired
its Tranche 1 Credit-Linked Deposit, as applicable. The initial aggregate amount
of the Tranche 1 Banks' Tranche 1 Credit-Linked Deposits is $230,000,000.

                                       33

<PAGE>

          "Tranche 1 Credit-Linked Deposit Account" shall mean the account
established by the Administrative Agent under its sole and exclusive control
maintained at the office of Deutsche Bank AG, New York Branch or another branch
of Deutsche Bank AG designated as the "Premcor Tranche 1 Credit-Linked Deposit
Account", which shall be used solely to hold the Tranche 1 Credit-Linked
Deposits.

          "Tranche 1 Facility" means the facility in which Tranche 1 Banks shall
participate in the liability of Letters of Credit with aggregate Effective
Amount of L/C Obligations not in excess of the aggregate of the Tranche 1
Commitments, subject to Section 3.03(b) and the definition of "Pro Rata Share,"
unless increased or reduced from time to time pursuant to the terms of this
Agreement.

          "Tranche 1 Percentage Interest" for any Tranche 1 Bank means its
Tranche 1 Commitment divided by the Tranche 1 Commitments for all the Banks.

          "Tranche 2 Banks" means the Banks acting in their capacity as Banks
under the Tranche 2 Facility.

          "Tranche 2 Commitment" means, as to each Tranche 2 Bank, the amount
set forth opposite such Tranche 2 Bank's name on Schedule 1.01(a) as such amount
may be increased or reduced from time to time pursuant to the terms of this
Agreement.

          "Tranche 2 Facility" means the facility in which Tranche 2 Banks shall
advance Loans and participate in the liability of Letters of Credit to the
extent, in the case of liability with respect to Letters of Credit, that the
aggregate Effective Amount of L/C Obligations under all Letters of Credit Issued
and outstanding under this Agreement at any time and from time to time exceed
the aggregate of the Tranche 1 Commitments, subject to Section 3.03(b) and the
definition of "Pro Rata Share," unless increased or reduced from time to time
pursuant to the terms of this Agreement.

          "Tranche 2 Percentage Interest" for any Tranche 2 Bank means its
Tranche 2 Commitment divided by the Tranche 2 Commitments for all the Banks.

          "Treasury Securities" means U.S. Treasury Notes with maturities not
exceeding two years.

          "Trigger Event" means the occurrence of (i) any of the Events of
Default specified in Sections 9.01(a), (c) (but only with respect to a breach of
Section 8.16), (f) and (g); (ii) the acceleration of the maturity or due date of
the Obligations under Section 9.02(b) hereof; or (iii) the Facility Expiry Date.

          "2003 Note Indenture" means that certain Indenture, dated as of
February 11, 2003, between the Company and Deutsche Bank Trust Company Americas,
as Trustee, relating to the 2003 Notes.

          "2003 Notes" means (i) the Company's 9-1/4% Senior Notes due 2010 and
(ii) the Company's 9-1/2% Senior Notes due 2013.

                                       34

<PAGE>

          "Type" means either a Eurodollar Rate Loan or a Prime Rate Loan.

          "UCC" means the Uniform Commercial Code as in effect in the State of
New York, as amended from time to time.

          "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 means the United States of America.

          "Unrestricted Subsidiary" means a Subsidiary of the Company designated
by the Company as an Unrestricted Subsidiary, but only if and for so long as
such Subsidiary: (i) has no Indebtedness as to which the Company or any
Restricted Subsidiary (a) provides credit support of any kind other than a
non-recourse pledge of stock of an Unrestricted Subsidiary, (b) is directly or
indirectly liable (as a guarantor or otherwise), or (c) constitutes the lender
(other than as permitted by Section 8.04(j)), (ii) has no Indebtedness with
respect to which a default thereunder would permit any holder of such
Indebtedness or of any other Indebtedness of the Company or any of its
Subsidiaries to declare a default on any Indebtedness of the Company or any of
its Restricted Subsidiaries, or cause the payment of any Indebtedness of the
Company or any Restricted Subsidiary to be accelerated or payable prior to its
stated maturity, (iii) has no Indebtedness as to which the lenders have not been
notified in writing that such lenders will not have any recourse to the stock or
assets of the Company and the Restricted Subsidiaries other than a non-recourse
pledge of stock of an Unrestricted Subsidiary, (iv) is a Person with respect to
which neither the Company nor any Restricted Subsidiary has any direct or
indirect obligation to subscribe for additional equity interest or to maintain
or preserve such Subsidiary's financial condition or to cause such Subsidiary to
achieve any specified levels of operating results (other than as permitted by
Section 8.04(j))and (v) has no Guaranty Obligations with respect to the
Indebtedness of the Company or any Restricted Subsidiary.

          "Voting Shares" means Capital Stock of any class or classes of a
corporation the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of corporate directors.

          "Working Capital" means, as of any date of determination, the amount
by which Current Assets (determined on a FIFO basis) exceeds Current
Liabilities, in each case determined with respect to the Company and the
Restricted Subsidiaries on a consolidated basis among them in accordance with
GAAP.

          1.02 Accounting Principles. Unless otherwise defined or specified
herein, all accounting terms used in this Credit Agreement shall be construed in
accordance with GAAP, applied on a basis consistent in all material respects
with the audited financial statements delivered to the Agent. All accounting
calculations under Section 8.16 shall be made in accordance with GAAP as in
effect on the Effective Date and applied on a basis consistent in all material
respects with such audited financial statements. The financial statements
required to be delivered hereunder from and after the Effective Date, and all
financial records, shall be prepared

                                       35

<PAGE>

and maintained in accordance with GAAP. If GAAP shall change from the basis used
in preparing the audited financial statements referred to in Section 6.11, the
certificates required to be delivered pursuant to Section 7.01 demonstrating
compliance with the covenants contained herein shall, at the election of the
Company or upon the request of the Majority Banks, include calculations setting
forth the adjustments necessary to demonstrate how the Company is in compliance
with the financial covenants based upon GAAP as in effect on the Effective Date.

                                   ARTICLE II.

                                      LOANS

          2.01 Commitments. On the terms and subject to the conditions set forth
in this Agreement, on and after the Effective Date and to and excluding the
Facility Expiry Date, each Tranche 2 Bank severally agrees to make loans and
advances to the Company under the Tranche 2 Facility ("Loans") in an amount
equal to such Tranche 2 Bank's Pro Rata Share of the Loans requested or deemed
requested by the Company. Notwithstanding the foregoing, (a) the Effective
Amount of all outstanding Loans plus the Effective Amount of all L/C Obligations
plus the Effective Amount of all Outstanding Eligible LOIs, shall not at any
time exceed the lesser of (i) the combined Commitments then in effect and (ii)
the Borrowing Base then applicable and (b) the Effective Amount of all
outstanding Loans shall not at any time exceed $200,000,000.

          The Administrative Agent may, but shall not be required to, rely on
Borrowing Base Certificates and any other schedules or reports delivered to the
Administrative Agent in connection herewith, in determining eligibility. Subject
to the terms and conditions herein, amounts borrowed under this Agreement will
be in the form of revolving loans which may be repaid and reborrowed from time
to time.

          2.02 Borrowing of Loans. It is contemplated that Loans will be made
available to the Company directly by the Tranche 2 Banks ("Bank Advances") and,
in the circumstances described in Section 2.02(b), from the Administrative Agent
acting on behalf of the Tranche 2 Banks ("Agent Advances"). The Company hereby
agrees to execute and deliver to each Tranche 2 Bank, upon the request of each
such Tranche 2 Bank, a Note in the form of Exhibit I to evidence the Loans to
the Company by such Tranche 2 Bank. Any Bank that at any time is owed principal
or interest on Loans may (but shall not be obligated to) request (and the
Company shall promptly comply therewith) that it be issued a Note to evidence
such Loans to the Company.

          (a) Bank Advances of Loans. Subject to the determination by the
Administrative Agent and the Tranche 2 Banks that the conditions to Borrowing
contained in Article V are satisfied, upon receipt from the Company of a Notice
of Borrowing, Bank Advances of Loans shall be made to the extent of each Tranche
2 Bank's Pro Rata Share of the requested Borrowing. The Notice of Borrowing
shall specify whether the requested Borrowing is of Prime Rate Loans or
Eurodollar Rate Loans.

          (b) Agent Advances of Loans. The Administrative Agent is authorized by
the Tranche 2 Banks, but is not obligated, to make Agent Advances consisting
only of Prime Rate

                                       36

<PAGE>

Loans upon a Notice of Borrowing received by the Administrative Agent. Agent
Advances shall be subject to periodic settlement with the Tranche 2 Banks under
Section 2.04. Any Agent Advance so made by the Administrative Agent shall
constitute part of the Obligations secured by the Collateral and shall be repaid
by the Company no later than the fifteenth (15th) day after the earliest date on
which any condition precedent to the making of a Loan set forth in Section 5.05
shall fail to be satisfied. Agent Advances may be made only in the following
circumstances:

               (i)  For administrative convenience and subject to Section 2.01,
     the Administrative Agent may, but is not obligated to, make Agent Advances
     in reliance upon the Company's actual or deemed representations under
     Section 5.05 that the conditions for borrowing are satisfied;

               (ii) If the conditions for borrowing under Section 5.05 cannot be
     fulfilled, the Company shall in its Notice of Borrowing or otherwise give
     immediate notice thereof to the Administrative Agent and the Tranche 2
     Banks, and the Administrative Agent may, but is not obligated to, continue
     to make Agent Advances during the thirteen-day period beginning two (2)
     Business Days after receipt of such notice by the Administrative Agent, if
     the Company shall at such time be in compliance with the limitations set
     forth in Section 2.01; provided, however, that the Majority Banks may
     sooner instruct the Administrative Agent to cease making such Agent
     Advances at any time.

The Administrative Agent may apply any payments or other amounts which it
receives to the repayment of the outstanding Agent Advances (beginning with the
oldest Agent Advance), prior to repayment of any other Loans, notwithstanding
any provision contained in any Loan Document or any direction of the Company or
any other Person to the contrary.

          (c) Disbursement of Loans. Loans, whether made as Bank Advances or
Agent Advances, subject to the terms and conditions of this Credit Agreement,
will be made as follows:

               (i)  It is contemplated that Loans be made available to reimburse
     an Issuing Bank for a drawing under a Letter of Credit, as described in
     Section 3.05, and such Loans may be made available by the Administrative
     Agent directly to an Issuing Bank upon notice from such Issuing Bank of
     such drawing.

               (ii) The Administrative Agent will make requested Loans available
     as instructed in a Notice of Borrowing.

          (d) Notices of Borrowing; Minimum Amounts. A Notice of Borrowing for
(i) Bank Advances of Prime Rate Loans shall be given not later than 1:00 p.m.
(New York City time), on the Business Day prior to the proposed Borrowing and
(ii) Agent Advances of Prime Rate Loans shall be given not later than 1:00 p.m.
(New York City time), on the Business Day prior to the proposed Borrowing. A
Notice of Borrowing for Eurodollar Rate Loans shall be given not later than 5:00
p.m. (New York City time), on the third Business Day prior to the proposed
Borrowing.

                    (A) Notices of Borrowing may be given under this Section by
          telephone or facsimile transmission, and, if by telephone, promptly
          confirmed in

                                       37

<PAGE>

          writing. Once given, a Notice of Borrowing is irrevocable by and
          binding on the Company.

                    (B) The Company shall specify in each Notice of Borrowing
          whether the conditions for the requested Borrowing are satisfied and
          whether the requested Borrowing is of Prime Rate Loans or Eurodollar
          Rate Loans. The Company may request one or more Borrowings on the same
          Business Day. Each such Borrowing shall, unless otherwise specifically
          provided herein, consist entirely of Loans of the same Type and, if
          such Borrowing is to consist of Eurodollar Rate Loans, shall be in an
          aggregate amount for all Tranche 2 Banks of not less than $5,000,000
          or in an integral multiple of $1,000,000 in excess thereof, unless
          such Loans are to be made pursuant to Section 3.05, whether by Bank
          Advance or Agent Advance, in which case the Administrative Agent may
          in its discretion waive such minimums. The right of the Company to
          choose Eurodollar Rate Loans is subject to the provisions of Section
          4.07.

                    (C) On or prior to the Effective Date, the Company shall
          have provided to the Administrative Agent a list, with specimen
          signatures, of officers authorized to request Loans, substantially in
          the form attached to this Agreement as Exhibit A-1, or to request the
          Issuance of Letters of Credit, substantially in the form attached to
          this Agreement as Exhibit A-2, and the amendments thereof. The
          Administrative Agent is entitled to rely upon such list until it is
          replaced by the Company. The Administrative Agent shall have no duty
          to verify the authenticity of the signature appearing on any Notice of
          Borrowing or other writing delivered hereunder and, with respect to an
          oral request for Loans, the Administrative Agent shall have no duty to
          verify the identity of any individual representing himself as one of
          the officers authorized to make such request on behalf of the Company.
          Neither the Administrative Agent nor any of the Tranche 2 Banks shall
          incur any liability to the Company as a result of acting upon any
          telephonic notice the Administrative Agent believes in good faith to
          have been given by a duly authorized officer or other individual
          authorized to request Loans on behalf of the Company or for otherwise
          acting in good faith with respect to any such request for Loans.

          2.03 Settlement of Bank Advances and Repayments. The Administrative
Agent shall give each Tranche 2 Bank prompt notice by telephone or facsimile
transmission of a Notice of Borrowing that requests Bank Advances of Loans and
in any event shall use its reasonable efforts to notify each Tranche 2 Bank on
the same Business Day as receipt of such Notice of Borrowing. No later than 2:00
p.m. (New York City time), on the date designated for the Borrowing, each
Tranche 2 Bank, for the account of its applicable Lending Office, shall make
available to the Administrative Agent at the Administrative Agent's Payment
Office its Pro Rata Share of such Borrowing in immediately available funds.
Unless the Administrative Agent receives contrary written notice prior to the
date of any such Borrowing of Loans, it is entitled to assume that each Tranche
2 Bank will make available its Pro Rata Share of the Borrowing and in reliance
upon that assumption, but without any obligation to do so, may advance such Pro
Rata Share on behalf of such Tranche 2 Bank.

                                       38

<PAGE>

          2.04 Periodic Settlement of Agent and Bank Advances and Repayments.

          (a) The Settlement Date. The amount of each Tranche 2 Bank's Pro Rata
Share of Loans shall be computed weekly (or more frequently in the
Administrative Agent's discretion) and shall be adjusted upward or downward
based on all Loans (including Agent Advances) and repayments of Loans received
by the Agent as of 5:00 p.m. (New York City time), on the last Business Day of
the period specified by the Administrative Agent (such date being referred to as
the "Settlement Date").

          (b) Settlements.

               (i)  Each Tranche 2 Bank shall transfer to the Administrative
     Agent (as provided below), or the Administrative Agent shall promptly
     transfer to each Tranche 2 Bank, such amounts as are necessary to insure
     that, after giving effect to all such transfers, the amount of Loans made
     by each Tranche 2 Bank shall be equal to such Tranche 2 Bank's Pro Rata
     Share of the aggregate amount of Loans outstanding as of such Settlement
     Date. If the settlement notice requires transfers to be made to the
     Administrative Agent by the Tranche 2 Banks and is received prior to 12:00
     Noon, New York City time, on a Business Day, such transfers shall be made
     in immediately available funds no later than 3:00 p.m. (New York City
     time), that day; and, if received after 12:00 Noon, New York City time,
     then no later than 3:00 p.m. (New York City time), on the next Business
     Day. The obligation of each Tranche 2 Bank to transfer such funds is
     irrevocable, unconditional and without recourse to or warranty by the
     Administrative Agent. Each of the Administrative Agent and the Tranche 2
     Banks agree to mark their respective books and records on each Settlement
     Date to show at all times the Dollar amount of their respective Pro Rata
     Shares of the outstanding Loans.

               (ii) To the extent that the Administrative Agent has made any
     such amounts available and the settlement described above shall not yet
     have occurred, upon repayment of Loans by the Company, the Administrative
     Agent may apply such amounts repaid directly to the amounts made available
     by the Administrative Agent pursuant to this Section 2.04(b).

          (c) Distribution of Interest, Commitment Fees, Standby Letter of
Credit Fees and Commercial Letter of Credit Fees. Interest on the Loans
(including Agent Advances) together with the amount of the commitment fees,
Standby Letter of Credit fees and Commercial Letter of Credit fees, shall be
allocated by the Agent to each Bank in accordance with (i) with respect to each
of the Tranche 2 Banks, such Tranche 2 Bank's Pro Rata Share of Loans actually
funded by and repaid to each Tranche 2 Bank or such Tranche 2 Bank's Pro Rata
Share of Letters of Credit outstanding, as applicable, and (ii) with respect to
Tranche 1 Banks, such Tranche 1 Bank's Percentage Interest (and if Section
2.04(d) is applicable, Loans outstanding and repaid) and shall, in each case,
accrue from and including the date such Loans are so advanced or such Letters of
Credit are issued and (x) to but excluding the date such Loans are either repaid
by the Company or actually settled under this Section or such Letters of Credit
are paid by the Issuing Bank upon a draw, cancelled or terminated prior to its
expiration date or (y) to and including the date such Letters of Credit expire
(so long as there is a balance outstanding). Promptly after the end of each
month (or, with respect to interest on Eurodollar Rate Loans, promptly after
such interest is

                                       39

<PAGE>

received by the Agent), the Agent shall distribute to each Bank its Pro Rata
Share of the interest, commitment fees, Standby Letter of Credit fees and
Commercial Letter of Credit fees accrued during that month.

          (d) Payments Based on Deemed Participations. Upon and during the
continuance of a Trigger Event, the Administrative Agent shall make payments
directly to Tranche 1 or Tranche 2 Banks on account of deemed participations
purchased by them in accordance with Section 3.03(b) hereof and shall deliver
summary statements reflecting such deemed participations.

          2.05 Defaulting Banks.

          (a) A Tranche 2 Bank who fails to pay the Administrative Agent its Pro
Rata Share of any Loans (including Agent Advances) made available by the
Administrative Agent on such Tranche 2 Bank's behalf, or who fails to pay any
other amount owing by it to the Administrative Agent or any Issuing Bank
(including, without limitation, under Section 3.06), is a "Defaulting Bank." The
Administrative Agent may recover all such amounts owing by a Defaulting Bank on
demand. If the Defaulting Bank does not pay such amounts on the Administrative
Agent's demand, the Administrative Agent shall promptly notify the Company and
the Company shall pay such amounts within five Business Days. In addition, the
Defaulting Bank or the Company, as the case may be, in accordance with the two
immediately preceding sentences, shall pay the Administrative Agent interest on
such amount for each day from the date it was made available by the
Administrative Agent to the Company to the date it is recovered by the
Administrative Agent at a rate per annum equal to (x) the overnight Federal
Funds Rate, if paid by the Defaulting Bank, or (y) the then applicable rate of
interest calculated under Section 4.01, if paid by the Company. Nothing herein
shall be deemed to relieve any Tranche 2 Bank from its obligation to fulfill its
commitments hereunder or to prejudice any rights which the Company may have
against any Tranche 2 Bank as a result of any default by such Tranche 2 Bank
hereunder, including, without limitation, the right of the Company to seek
reimbursement from any Defaulting Bank for any amounts paid by the Company under
clause (y) above on account of such Defaulting Bank's default.

          (b) The failure of any Tranche 2 Bank to fund its Pro Rata Share of
any Loan (including Agent Advances) shall not relieve any other Tranche 2 Bank
of its obligation to fund its Pro Rata Share of such Loan. Conversely, no
Tranche 2 Bank shall be responsible for the failure of another Tranche 2 Bank to
fund its Pro Rata Share of a Loan.

          (c) Notwithstanding anything contained herein to the contrary, so long
as any Tranche 2 Bank shall be in default in its obligation to fund its Pro Rata
Share of any Loan or shall have rejected its Commitment, then such Tranche 2
Bank shall not be entitled to receive any payments of principal of or interest
on the Loans or its share of any Commitment or other fees payable hereunder, and
for purposes of voting or consenting to matters with respect to the Loan
Documents, such Tranche 2 Bank shall be deemed not to be a "Bank" or "Tranche 2
Bank" hereunder, the combined Commitments of all the Banks and the combined
Commitments of the Tranche 2 Banks then in effect shall be reduced by an amount
equal to such Tranche 2 Bank's Commitment and such Tranche 2 Bank's Commitment
shall be deemed to be zero (0), unless and until (x) (i) the Loans and all
interest thereon and all fees and other amounts owing under the

                                       40

<PAGE>

Loan Documents (other than amounts owing to such Tranche 2 Bank) have been paid
in full in cash and (ii) the L/C Obligations shall have been repaid in full in
cash and/or collateralized in full in cash in such manner and order as shall be
determined by the Administrative Agent, (y) such failure to fulfill its
obligation to fund is cured and such Tranche 2 Bank shall have paid, as and to
the extent provided in this Section 2.05, to the applicable party, if any,
interest on the amount of funds that such Tranche 2 Bank failed to timely fund
or (z) in respect of receiving payments but not in respect of voting or
consenting, the Obligations under this Agreement shall have been declared or
shall have become immediately due and payable. No Commitment of any Bank shall
be increased or otherwise affected by any such failure or rejection by any
Tranche 2 Bank. Any payments of principal or interest which would, but for this
paragraph, be paid to any Tranche 2 Bank, and which shall have been reimbursed
by the Company to the Administrative Agent pursuant to Section 2.05(a), shall be
paid to the Tranche 2 Banks who shall not be in default under their respective
Commitments and who shall not have rejected any Commitment and to the Tranche 1
Banks to the extent of any participation in Loans purchased by them pursuant to
Section 3.03(b), for application to the Loans or to provide cash collateral in
such manner and order as shall be determined by the Administrative Agent.

          2.06 Mandatory Payment; Reduction of Commitments.

          (a) In the event that (i) the Effective Amount of all Loans then
outstanding exceeds the lesser of (x) $200,000,000 and (y) the combined
Commitments then in effect or (ii) the Effective Amount of all Loans then
outstanding plus the Effective Amount of all L/C Obligations plus the Effective
Amount of all Outstanding Eligible LOIs exceeds the lesser of (x) the combined
Commitments then in effect and (y) the Borrowing Base, then the Loans (subject
to the third sentence of Section 2.06(c)) shall be immediately due and payable
in the amount of such excess without the necessity of any demand, provided that
if there shall be no Loans then outstanding, the Company shall Cash
Collateralize outstanding Letters of Credit and Outstanding Eligible LOIs as
provided in Section 2.06(d) in an amount equal to such excess.

          (b) On or before the fifth Business Day following the date of receipt
thereof by the Company and/or any Restricted Subsidiary of the cash proceeds to
the extent generated by trade payables terms from any sale of Petroleum
Inventory that was purchased with the proceeds of Loans made in accordance with
the second sentence of Section 7.11, an amount equal to such cash proceeds shall
be applied as a mandatory repayment of principal of the then outstanding Loans;
provided that the Company shall ratably repay all Loans made in accordance with
the second sentence of Section 7.11 not later than the 90th day after such Loan
was made, in each case without any reduction in Commitments.

          (c) On the Facility Expiry Date, the Commitment of each Bank shall be
automatically reduced to zero and may not be reinstated. The Company may reduce
or terminate either the Tranche 1 Commitments or the Tranche 2 Commitments, or a
combination thereof, at any time and from time to time in whole or in part upon
at least five (5) Business Days' notice to the Administrative Agent (a
"Voluntary Reduction"). Each such Voluntary Reduction must be in an amount not
less than $5,000,000 (and in increments of $1,000,000 in excess thereof),
provided, that the amount of each such Voluntary Reduction may not (x) reduce
the combined Commitments to an amount less than the sum of (i) the Effective
Amount of the Loans plus (ii) the Effective Amount of all L/C Obligations plus
(iii) the Effective Amount of all Outstanding

                                       41

<PAGE>

Eligible LOIs less, in the case of a Voluntary Reduction of the combined
Commitments to zero, the amount of Letters of Credit and Outstanding Eligible
LOIs which are Cash Collateralized in accordance with Section 2.06(d), (y)
reduce the combined Commitments of the Tranche 2 Banks to an amount less than
the Effective Amount of the Loans or (z) reduce the combined Tranche 1
Commitments of the Tranche 1 Banks to an amount less than the amount withdrawn
from the Tranche 1 Credit-Linked Deposit Account to reimburse Issuing Banks for
drawn Letters of Credit which have not been reimbursed by the Company. Once
reduced, no portion of the Commitments may be reinstated. In the event the
Tranche 1 Commitments shall be reduced as provided in this clause (c), the
Administrative Agent will return all amounts in the Tranche 1 Credit-Linked
Deposit Account in excess of the reduced Tranche 1 Commitments to the Tranche 1
Banks ratably in accordance with their Tranche 1 Percentage Interest.

          (d) If any Letter of Credit is outstanding or there exists any
Outstanding Eligible LOIs upon (i) the termination of the combined Commitments,
or (ii) if at any time there shall be any Loans, interest thereon or commitment
fees, Standby Letter of Credit fees, or Commercial Letter of Credit fees
outstanding and unpaid and the L/C Obligations shall be greater than the lesser
of (x) the Borrowing Base and (y) the combined Commitments, the Company shall
deposit with the Administrative Agent, for the ratable benefit of the Banks,
Cash and/or, with respect to clause (i) above only, with the approval of the
Administrative Agent in its sole discretion, standby letters of credit (other
than Standby Letters of Credit) issued in favor of the Administrative Agent for
the benefit of the Banks by a financially sound financial institution reasonably
acceptable to the Administrative Agent, in the amount of all such Letters of
Credit outstanding and Outstanding Eligible LOIs upon such termination or the
amount of such excess L/C Obligations and Outstanding Eligible LOIs, as the case
may be, which Cash shall be held as collateral in an interest bearing account on
terms satisfactory to the Administrative Agent.

          2.07 Maintenance of Loan Account; Statements of Account. The
Administrative Agent shall maintain an account on its books in the name of the
Company (the "Loan Account") in which the Company will be charged with all loans
and advances made by the Banks to the Company or for the Company's account,
including the Loans and all L/C Obligations, the Fees, the Expenses and any
other Obligations. The Loan Account will be credited with all amounts received
by the Administrative Agent from the Company or from others for the Company's
account, on the date received provided such amounts are received by no later
than 3:00 p.m. (New York City time), and on the next Business Day if received
after such time. In no event shall prior recourse to any Collateral be a
prerequisite to the Administrative Agent's right to demand payment of any
Obligation upon its maturity. After the end of each month, the Administrative
Agent shall send the Company a statement accounting for the charges, loans,
advances and other transactions occurring among and between the Administrative
Agent, the Banks and the Company during that month. The monthly statements
shall, absent manifest error, be an account statement, which is final,
conclusive and binding on the Company; provided, however, that in respect of
Expenses that are, by the express terms of this Agreement required to be
reasonable, the Company reserves the right to assert that unreasonable Expenses
should not be so reimbursed.

          2.08 Payment Procedures. Payments of interest, Fees and Expenses shall
be made not later than 2:00 p.m. (New York City time), on the day when due, in
immediately available Dollars, to the Administrative Agent at its address
provided pursuant to Section 11.02

                                       42

<PAGE>

of this Agreement. The Company hereby authorizes the Administrative Agent to
charge the Loan Account or any other deposit account of the Company with the
Administrative Agent with the amount of all payments to be made hereunder and
under the other Loan Documents, including all Fees and Expenses, as and when
such payments become due. The Company's obligations to the Banks with respect to
such payments shall be discharged by making such payments to the Administrative
Agent pursuant to this Section or by charging the Loan Account or such other
deposit account. The Administrative Agent shall promptly pay to the Banks (after
its receipt thereof) any amounts received by it from the Company for the account
of the Banks.

          2.09 Cash Management System. The Company shall during the term of this
Agreement maintain the existing cash management system including its network of
Lockbox, Collection Deposit Account and Concentration Account pursuant to the
Collection Bank Agreement and the Concentration Bank Agreement.

          2.10 Application of Payments. All amounts received shall be credited
to the Loan Account for application to the Obligations in the following order:
first, to the payment of any Fees, Expenses or other Obligations due and payable
to the Collateral Agent and the Administrative Agent under any of the Loan
Documents, excluding Agent Advances; second, to the payment of interest due on
any Agent Advances and other amounts which have not been reimbursed to the
Administrative Agent by the Tranche 2 Banks; third, to the payment of principal
of Agent Advances; fourth, to the payment of any Fees, expenses or other
Obligations due and payable to the Issuing Banks under any of the Loan
Documents; fifth, to the ratable payment of any Fees, expenses or other
Obligations due and payable to the Banks under any of the Loan Documents other
than those Obligations specifically referred to in this Section 2.10; sixth, to
the ratable payment of interest due on the Loans; seventh, to the ratable
payment of principal due on the Loans; and eighth, to the Cash Collateralization
of outstanding Letters of Credit and Outstanding Eligible LOIs in such manner
and order as shall be determined by the Administrative Agent. Any payment
received hereunder as a distribution in any proceeding referred to in Section
9.01(f) or (g) shall, unless paid with respect to amounts specifically owing to
the Administrative Agent or any Issuing Bank, be distributed and applied to the
payment of the amounts due hereunder and under the Notes ratably in accordance
with such amounts (or, if a court of competent jurisdiction shall otherwise
specify, as specified by such court).

          2.11 Increase of Commitments. So long as no Default or Event of
Default then exists or would result therefrom, the Company may, at any time and
from time to time and upon at least five (5) Business Days' notice, deliver a
written request to the Administrative Agent to increase the aggregate
Commitments under this Agreement by up to $50,000,000 in the aggregate
("Commitment Increase Amount"). Each such request to increase the Commitments
shall be a Commitment Increase Amount of not less than $5,000,000 or in an
integral multiple of $5,000,000 in excess thereof. The Commitment Increase
Amount will be in the form of increases in the Commitments under the Tranche 2
Facility. In the event the Company desires to increase the Commitments, the
Administrative Agent, upon receipt of the written request from the Company
described above, may offer to (x) any Bank or (y) one or more banks, financial
institutions or other entities, which are not Banks and are acceptable to the
Administrative Agent in its sole discretion ("New Banks"), the opportunity to
participate in any or all of the Commitment Increase Amount. No existing Bank
shall be required to increase its Commitment under this Agreement as a result of
the Company's request for a Commitment Increase Amount

                                       43

<PAGE>

and each such Bank's Commitment may only be increased by an instrument duly
executed by such Bank agreeing to increase its Commitment. Any such increase
shall become effective upon the execution by the Company, the Administrative
Agent and any lender providing a portion of the Commitment Increase Amount of an
assumption agreement in form and substance reasonably satisfactory to the
Administrative Agent and the Company, pursuant to which, if such lender is a New
Bank, such New Bank shall become a Bank under this Agreement and the other Loan
Documents with respect to its portion of the Commitment Increase Amount. Upon
the effectiveness of a Commitment Increase Amount, each Bank's Pro Rata Share in
the liability of each outstanding Letter of Credit shall be reallocated in
accordance with the definition of "Pro Rata Share" (with written notice of such
reallocation to be promptly delivered to all the Banks) and if there are any
outstanding Loans, the Banks and/ or such New Bank providing the Commitment
Increase Amount shall make such payments among themselves as directed by the
Administrative Agent so that the aggregate principal amount of Loans outstanding
shall be owed to the Banks based on each such Bank's Pro Rata Share of such
Loans. In addition, interest payments and Letter of Credit fees to the Banks
shall be reflective of such reallocated Loans and Letter of Credit liabilities
as directed by the Administrative Agent. This Agreement and the other Loan
Documents shall be deemed to be amended to reflect the Commitment Increase
Amount and the addition of any New Banks as Banks party hereto and thereto.

                                  ARTICLE III.

                                LETTERS OF CREDIT

          3.01 Issuance of Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations and
warranties of the Company set forth herein, each Issuing Bank shall issue or
cause one of its Affiliates (including, without limitation, Deutsche Bank AG,
New York Branch) to issue in its own name Letters of Credit hereunder at the
request of the Company and for its account (which can support obligations of the
Company or Subsidiaries of the Company), as more specifically described below.
No Issuing Bank shall, in the case of clauses (a) and (b) be permitted to, and
in the case of clauses (c) and (d) be obligated to, issue any Letter of Credit
for the account of the Company (which can support obligations of the Company or
Subsidiaries of the Company) if at the time of such requested Issuance:

          (a) the Effective Amount of all L/C Obligations plus the Effective
Amount of all Outstanding Eligible LOIs plus the Effective Amount of all Loans
exceeds the lesser of the combined Commitments then in effect and the Borrowing
Base then in effect, or the participation (after giving effect to the provisions
of Section 3.03(b) hereof as if a Trigger Event has occurred and is continuing)
of any Bank in the Effective Amount of all L/C Obligations plus the Effective
Amount of the Loans of such Bank exceeds such Bank's Commitment;

          (b) the aggregate face amount of all Standby Letters of Credit issued
for any purpose other than for the purchase of Petroleum Inventory is at any
time in excess of $100,000,000;

                                       44

<PAGE>

          (c) Any order, judgment or decree of any Governmental Authority or
arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank
from issuing such Letter of Credit or any Requirements of Law applicable to such
Issuing Bank or any request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over such 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 such Issuing Bank with respect to such Letter of Credit any
restriction or reserve or capital requirement (for which such Issuing Bank is
not otherwise compensated) not in effect as of the Effective Date, or any
unreimbursed loss, cost or expense which was not applicable, in effect or known
to such Issuing Bank as of the Effective Date and which such Issuing Bank deems
in good faith to be material to it; or

          (d) A default of any Bank's obligations to fund under Section 3.05
exists, or such Bank is a Defaulting Bank under Section 2.05, unless such
Issuing Bank has entered into satisfactory arrangements with the Company to
eliminate such Issuing Bank's risk with respect to such Bank, including Cash
Collateralization of such Bank's Pro Rata Share of the L/C Obligations in such
manner and order as the Administrative Agent shall determine.

          3.02 Terms of Letters of Credit; Existing Letters of Credit.

          (a) The Letters of Credit shall be in a form customarily Issued by the
Issuing Bank or in such other form as has been approved by such Issuing Bank and
shall be payable only (i) in U.S. Dollars and (ii) upon presentation of a demand
by the beneficiary thereof accompanied by the required documentation in
compliance with the terms and conditions of each such Letter of Credit. At the
time of Issuance the terms and conditions of each Letter of Credit shall be
subject to approval by the Issuing Bank and the Company. In no event may the
term of (i) any Standby Letter of Credit issued hereunder to purchase Inventory
exceed 120 days (except that such Letters of Credit may provide for automatic
renewal), (ii) any other Standby Letter of Credit exceed one year (except that
such Letters of Credit may provide for automatic extensions for periods of up to
one year) or (iii) the term of any Commercial Letter of Credit exceed 90 days,
and all Letters of Credit issued hereunder shall expire no later than the date
that is ten (10) calendar days prior to the Facility Expiry Date. Any Letter of
Credit containing an automatic renewal provision shall also contain a provision
pursuant to which, notwithstanding any other provisions thereof, it shall expire
no later than the date that is fifteen (15) calendar days prior to the Facility
Expiry Date, and a provision pursuant to which the Issuing Bank may, by notice
to the beneficiary of such Letter of Credit at least thirty days (30) prior to
the expiration of its term, elect not to renew such Letter of Credit for an
additional term.

          (b) All outstanding letters of credit issued under the Existing Credit
Agreement and set forth on Schedule 3.02 shall be deemed issued hereunder and
shall be, for all purposes, Letters of Credit hereunder.

          3.03 Banks' Participation.

          (a) Subject to Section 3.03(b) below, immediately upon and following
the Issuance or amendment by the Issuing Bank of any Letter of Credit in
accordance with the procedures set forth in Section 3.01, each Bank shall be
deemed to have irrevocably and

                                       45

<PAGE>

unconditionally purchased and received from the Issuing Bank, without recourse
or warranty, an undivided interest and participation to the extent of such
Bank's Pro Rata Share in the liability with respect to such Letter of Credit
(including, without limitation, all obligations of the Company with respect
thereto, other than amounts owing to the Issuing Bank consisting of Issuing Bank
Fees) and any security therefor or guaranty pertaining thereto.

          (b) Upon the occurrence of and during the continuation of a Trigger
Event and notwithstanding the provisions of Section 3.03(a) above, if any Loans
are outstanding, (x) each Tranche 1 Bank shall be deemed to have irrevocably
(until such Trigger Event is cured or waived) and unconditionally purchased (at
par) and received, without recourse or warranty, an undivided interest and
participation in the liability with respect to all Loans (including, without
limitation, all obligations of the Company with respect thereto) and any
security therefor or guaranty pertaining thereto to the extent required for each
Tranche 1 Bank to have its Pro Rata Share of such Loans and (y) each Bank's Pro
Rata Share of each outstanding Letter of Credit shall be reallocated in
accordance with the definition of "Pro Rata Share." If there are any outstanding
Loans, the Administrative Agent shall withdraw from the Tranche 1 Credit-Linked
Deposit Account such amounts as are necessary in accordance with this subsection
3.03(b) for ratable distribution to the Tranche 2 Banks. If there are any
outstanding unreimbursed Letters of Credit, the Tranche 2 Banks shall pay to the
Administrative Agent such amounts as are necessary in accordance with this
subsection 3.03(b) for deposit in the Tranche 1 Credit-Linked Deposit Account.
Upon the cure or waiver of all outstanding Trigger Events, the Banks shall sell
back the interest and participation purchased as aforesaid and, if there are any
outstanding Loans, the Tranche 2 Banks shall repay to the Administrative Agent
for deposit in the Tranche 1 Credit-Linked Deposit Account all such amounts as
are necessary to reflect the applicable Pro Rata Shares in the absence of a
Trigger Event.

          3.04 Notice of Issuance.

          (a) Whenever the Company desires the Issuance of a Letter of Credit,
the Company shall deliver to the Administrative Agent an L/C Request, in the
form attached to this Agreement as Exhibit A-2, not later than 2:00 p.m. (New
York City time), at least one (1) Business Day (or such shorter period as may be
agreed to by the Administrative Agent) in advance of the proposed date of
Issuance. Upon receipt of an L/C Request, the Administrative Agent shall pass on
the request to the Issuing Bank indicating its approval to issue the requested
Letter of Credit by adding its signature to the L/C Request. If required to do
so by the Issuing Bank, the Company shall provide the Issuing Bank with such
Issuing Bank's letter of credit application. The transmittal by the Company of
each L/C Request shall be deemed to be a representation and warranty by the
Company that the Letter of Credit may be Issued in accordance with and will not
violate any of the requirements of Section 3.01. Prior to the Issuance of each
Letter of Credit, the Company shall provide to the applicable Issuing Bank a
precise description of the documents and the text of any certificate to be
presented by the beneficiary of such Letter of Credit which, if presented by
such beneficiary on or prior to the expiration date of the Letter of Credit,
would require such Issuing Bank to make payment under the Letter of Credit. The
Issuing Bank, in its reasonable judgment, may require changes in any such
documents and certificates. No Commercial Letter of Credit shall require payment
against a conforming document to be made thereunder prior to the second Business
Day (under the laws of the jurisdiction of the Issuing Bank) after the date on
which such document is presented,

                                       46

<PAGE>

together with all documents and/or certificates required to be presented in
connection therewith under the terms of the applicable Letter of Credit. A L/C
Request and/or letter of credit application may be given in writing or
electronically and, if requested by the Administrative Agent or the applicable
Issuing Bank, with prompt confirmation in writing. Any electronic L/C Request or
letter of credit application shall be deemed to have been prepared by, or under
the supervision of a Responsible Officer of the Company. In the event of any
conflict between the terms and conditions of any letter of credit application
and this Agreement, the terms and conditions of this Agreement will govern.

          (b) When the Administrative Agent is not the Issuing Bank for all
Letters of Credit, then the other Issuing Banks are to send to the
Administrative Agent no later than 12:00 noon on each business day, by facsimile
transmission, their daily aggregate stated amount of Standby and Commercial
Letters of Credit balances for the previous day. With regard to Standby Letters
of Credit, in addition to the daily report, the other Issuing Banks shall
promptly, after the Issuance of or amendment to any Standby Letter of Credit,
deliver to the Administrative Agent copies of any such issuance or amendment.
The Administrative Agent shall, upon receiving reports from other Issuing Banks
regarding Standby Letters of Credit, notify each Bank of the daily aggregate
outstandings for Standby Letters of Credit. The Agent shall deliver to each Bank
upon each calendar month end and concurrently with each Letter of Credit fee
payment a report setting forth for such period the daily aggregate stated amount
available to be drawn under Standby and Commercial Letters of Credit issued by
all Issuing Banks during such period.

          3.05 Payment of Amounts Drawn Under Letters of Credit. In the event of
any drawing under any Letter of Credit by the beneficiary thereof, the
applicable Issuing Bank shall notify the Administrative Agent, which shall
notify the Company of such draw, not later than 11:00 a.m. (New York City time),
on the day on which the Issuing Bank intends to honor such drawing. Unless the
Company shall, at the time of such drawing, have posted funds with such Issuing
Bank sufficient to reimburse such drawing in full in Cash, the Administrative
Agent shall reimburse the applicable Issuing Bank for the amount of such drawing
from funds held in the Tranche 1 Credit-Linked Deposit Account to the extent of
the Tranche 1 Banks' Pro Rata Share of the exposure with respect to such Letter
of Credit. In the event funds from the Tranche 1 Credit-Linked Deposit Account
are withdrawn by the Administrative Agent to reimburse the applicable Issuing
Bank for an unreimbursed drawing, the Company shall have the right, at any time
prior to the Facility Expiry Date, to pay over to the Administrative Agent in
reimbursement thereof an amount equal to the amount so withdrawn for deposit in
the Tranche 1 Credit-Linked Deposit Account. In the event that any reimbursement
shall be due to an Issuing Bank under the preceding provisions of this Section
on a day other than the last day of an Interest Period in effect for the Tranche
1 Credit-Linked Deposits, the Administrative Agent shall have the right, but not
the obligation, to advance its own funds to cover the amount due to such Issuing
Bank, in which case (i) title to an amount of each Tranche 1 Bank's Tranche 1
Credit-Linked Deposit equal to its Tranche 1 Percentage Interest of the amount
so advanced by the Administrative Agent (together with the interest accruing
thereon) shall automatically be transferred to the Administrative Agent, which
shall reimburse itself for the amount advanced by it through the liquidation of
such amounts from the Tranche 1 Credit-Linked Deposits at the end of the
applicable Interest Period, and (ii) the Company shall pay to the Administrative
Agent, upon the Administrative Agent's request therefor, the amount, if any, by
which the Administrative

                                       47

<PAGE>

Agent's cost of funds for the period from the date of such reimbursement of the
Issuing Bank through the end of the applicable Interest Period, as determined by
the Administrative Agent (such determination to be conclusive absent manifest
error) and set forth in the request for payment delivered to the Company, shall
exceed the interest accrued on a like amount of the Tranche 1 Credit-Linked
Deposits at the Eurodollar Rate for such Interest Period. In the event the
Company shall fail to pay any amount due under clause (ii) of the preceding
sentence, the interest payable by the Administrative Agent to the Tranche 1
Banks on their Tranche 1 Credit-Linked Deposits under Section 3.10 shall be
correspondingly reduced and the Tranche 1 Banks shall without further act
succeed, ratably in accordance with their Tranche 1 Percentages, to the rights
of the Administrative Agent with respect to such amount. In the event that funds
in the Tranche 1 Credit-Linked Deposit Account are insufficient to reimburse any
Issuing Bank for any drawing (a "shortfall") the Company will be deemed to have
concurrently with any such drawing, given a Notice of Borrowing to the
Administrative Agent for Prime Rate Loans in the amount equal to such shortfall.
Subject to satisfaction or waiver of the conditions specified in Article V and
the other terms of and conditions to Borrowing contained herein, the Tranche 2
Banks shall be obligated, on the date such drawing is honored, to make Loans in
the amount of such drawing, the proceeds of which shall be applied directly by
the Administrative Agent to reimburse the applicable Issuing Bank for the amount
of such drawing or payment. If for any reason, proceeds of such Loans are not
received by such Issuing Bank on such date in an amount equal to the amount of
such drawing, the Company shall be obligated to and shall reimburse such Issuing
Bank, on the Business Day (under the laws of the jurisdiction of the Issuing
Bank) immediately following the date of such drawing, in an amount in
immediately available funds equal to the excess of the amount of such drawing
over the amount of such Loans, if any, which are so received, plus accrued
interest on such amount at the rate set forth in Section 4.01 of this Agreement.

          If any drawing reimbursement that has been funded from the Tranche 1
Credit-Linked Deposits shall be reimbursed by the Company on a day other than on
the last day of an Interest Period applicable to the Tranche 1 Credit-Linked
Deposits, the Administrative Agent shall invest the amount so reimbursed in
overnight or short-term cash equivalent investments until the end of the
Interest Period at the time in effect and the Company shall pay to the
Administrative Agent, upon the Administrative Agent's request therefor, the
amount, if any, by which the interest accrued on a like amount of the Tranche 1
Credit-Linked Deposits at the Eurodollar Rate for the Interest Period in effect
therefor shall exceed the interest earned through the investment of the amount
so reimbursed for the period from the date of such reimbursement through the end
of the applicable Interest Period, as determined by the Administrative Agent
(such determination to be conclusive absent manifest error) and set forth in the
request for payment delivered to the Company. In the event the Company shall
fail to pay any amount due under this paragraph, the interest payable by the
Administrative Agent to the Tranche 1 Banks on their Tranche 1 Credit-Linked
Deposits under Section 3.10 shall be correspondingly reduced and the Tranche 1
Banks shall without further act succeed, ratably in accordance with their
Tranche 1 Percentage Interest, to the rights of the Administrative Agent with
respect to such amount.

          3.06 Payment by Banks. If Loans are not made in an amount sufficient
to reimburse the applicable Issuing Bank in full for the amount of any draw, the
Administrative Agent shall promptly notify each Bank of the unreimbursed amount
of such drawing and of such Bank's respective participation therein. Each Bank
shall make available to the Administrative

                                       48

<PAGE>

Agent for the benefit of the applicable Issuing Bank an amount equal to such
Bank's respective participation in immediately available funds, not later than
1:00 p.m. (New York City time), on the Business Day (under the laws of the
jurisdiction of the Issuing Bank) after the date notified by the Administrative
Agent. In addition, in the event that any Bank fails to make available to the
Administrative Agent the amount of any such Bank's participation in such L/C
Obligation as provided in this Section 3.06, the Administrative Agent may, but
shall not be obligated to, fund the amount of such Defaulting Bank's
participation in such Letter of Credit and recover such amount on demand from
such Defaulting Bank in accordance with Section 2.05 of this Agreement. In the
event that any Bank fails to make available to the Administrative Agent the
amount of such Bank's participation in such Letter of Credit as provided in this
Section 3.06, and the Administrative Agent does not elect to fund to the Issuing
Bank such Defaulting Bank's participation in such Letter of Credit, the Issuing
Bank shall be entitled to recover such amount on demand from such Bank together
with interest at the Federal Funds Rate for the first three Business Days while
such amount remains unpaid and thereafter at the Prime Rate. The Administrative
Agent shall distribute to each other Bank which has paid all amounts payable by
it under this Section 3.06 with respect to any Letter of Credit Issued by the
applicable Issuing Bank such other Bank's Pro Rata Share of all payments
subsequently received by the Administrative Agent from the Company in
reimbursement of drawings honored by the Issuing Bank under such Letter of
Credit when such payments are received.

          3.07 Nature of Issuing Bank's Duties. In determining whether to pay
under any Letter of Credit, the applicable Issuing Bank shall be responsible
only to determine that the documents and certificates required to be delivered
under that Letter of Credit have been delivered and that they comply on their
face with the requirements of that Letter of Credit. As among the Company, any
Issuing Bank and each other Bank, the Company assumes all risks of the acts and
omissions of such Issuing Bank (except to the extent that it is finally
judicially determined that such acts or omissions were the result of such
Issuing Bank's gross negligence or willful misconduct as determined by a court
of competent jurisdiction) or misuse of the Letters of Credit by the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, neither the Administrative Agent, any Issuing Bank nor any of the
other Banks shall be responsible (i) for the form, validity, sufficiency,
accuracy, genuineness or legal effects of any document submitted by any party in
connection with the application for and Issuance of or any drawing honored under
such Letters of Credit even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such 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, (iii) for failure of the beneficiary
of any such Letter of Credit to strictly comply with conditions required in
order to draw upon such Letter of Credit, (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, facsimile or otherwise, whether or not they be in
cipher, (v) for errors in interpretation of technical terms, (vi) for any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under any such Letter of Credit, or of the proceeds thereof,
(vii) for the misapplication by the beneficiary of any such Letter of Credit of
the proceeds of any drawing honored under such Letter of Credit, and (viii) for
any consequences arising from causes beyond the control of such Issuing Bank,
the Administrative Agent or the other Banks. The Issuing Bank shall not be
obligated to and shall not pay against any non-conforming documents presented to
it in connection with any Letters of

                                       49

<PAGE>

Credit without the prior written consent of the Company. None of the above shall
affect, impair, or prevent the vesting of any of the Issuing Bank's rights or
powers hereunder. Any action taken or omitted to be taken by the Issuing Bank
under or in connection with any Letter of Credit, if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for the
Issuing Bank any liability to the Company, the Administrative Agent or any Bank.

          3.08 Obligations Absolute. The obligations of the Company to reimburse
the Issuing Bank for drawings honored under the Letters of Credit and the
obligations of the Banks under Section 3.06 shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including, without limitation, the following
circumstances:

          (a) any lack of validity or enforceability of any Letter of Credit;

          (b) the existence of any claim, setoff, defense or other right which
the Company or any Affiliate of the Company may have at any time against a
beneficiary or any transferee of any Letter of Credit (or any Persons or
entities for whom any such beneficiary or transferee may be acting), the
applicable Issuing Bank, any Bank or any other Person, whether in connection
with this Agreement, the transactions contemplated herein or any unrelated
transaction;

          (c) any draft, demand, certificate or any other documents presented
under any 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;

          (d) the surrender or impairment of any security for the performance or
observance of any of the terms of any of the Loan Documents;

          (e) payment by the Issuing Bank under any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not
comply with the terms of such Letter of Credit;

          (f) failure of any drawing under a Letter of Credit or any
nonapplication or misapplication by the beneficiary of the proceeds of any
drawing; or

          (g) the fact that a Default or an Event of Default shall have occurred
and be continuing;

provided, however, that the Company shall have no obligation to reimburse any
Issuing Bank, and the Banks shall have no obligation under Section 3.06, in the
event of such Issuing Bank's willful misconduct or gross negligence in
determining whether documents presented under the Letter of Credit comply with
the terms of such Letter of Credit.

          3.09 Uniform Customs and Practice and Uniform Commercial Code. The
Uniform Customs and Practice for Documentary Credits as published by the
International Chamber of Commerce ("UCP") most recently at the time of Issuance
of any Letter of Credit shall (unless otherwise expressly provided in the
Letters of Credit) apply to the Letters of Credit. Without limiting the
foregoing, to the extent not addressed in the UCP, the UCC shall (unless
otherwise expressly provided in the Letters of Credit) apply to the Letters of
Credit.

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<PAGE>

          3.10 Credit-Linked Deposit Account. (a) On the Effective Date, DB will
be the sole Tranche 1 Bank. DB shall be responsible for all obligations of the
Tranche 1 Banks (including matters related to exposure with respect to, and
rights to receive payments in respect of, Letters of Credit) until it assigns
its Tranche 1 Commitment to various banks and/or other financial institutions,
which it intends (in its sole discretion) to do promptly following the Effective
Date. Each such assignee of DB shall pay to the Administrative Agent its Tranche
1 Credit-Linked Deposit on the date such assignee becomes a Tranche 1 Bank. The
Tranche 1 Credit-Linked Deposits shall be held by the Administrative Agent in
the Tranche 1 Credit-Linked Deposit Account, and no party other than the
Administrative Agent shall have a right of withdrawal from the Tranche 1
Credit-Linked Deposit Account or any other right or power with respect to the
Tranche 1 Credit-Linked Deposits. Notwithstanding anything herein to the
contrary, the funding obligation of each Tranche 1 Bank in respect of its
participation in Letters of Credit or otherwise as provided in this Agreement
shall be satisfied in full upon the funding of its Tranche 1 Credit-Linked
Deposit.

          (b) Each of the Administrative Agent, each Issuing Bank issuing any
Letter of Credit and each Tranche 1 Bank hereby acknowledges and agrees that
each Tranche 1 Bank is funding its Tranche 1 Credit-Linked Deposit to the
Administrative Agent for application in the manner contemplated by Section 3.05
(and if required by Section 3.03) and that the Administrative Agent has agreed
to invest the Tranche 1 Credit-Linked Deposits so as to earn a return (except
during periods when (i) such Tranche 1 Credit-Linked Deposits, or funds advanced
by the Administrative Agent against such Tranche 1 Credit-Linked Deposits, are
used to reimburse an Issuing Bank with respect to unreimbursed draws on Letters
of Credit or (ii) such Tranche 1 Credited-Linked Deposits are used in accordance
with Section 3.03(b), and, in each case, subject to clause (d) below) for the
Tranche 1 Banks equal at any time to the LIBOR Rate for the Interest Period in
effect for the Tranche 1 Credit-Linked Deposits at such time less three (3)
basis points. Such interest will be paid to the Tranche 1 Banks by the
Administrative Agent at the applicable Eurodollar Rate for an Interest Period of
1 month (or at an amount determined in accordance with clause (d) below, if
applicable) in arrears on the last day of each Interest Period applicable to the
Tranche 1 Credit-Linked Deposits.

          (c) The Company shall have no right, title or interest in or to the
Tranche 1 Credit-Linked Deposits and no obligations with respect thereto (except
to refund portions thereof used to reimburse an Issuing Bank with respect to
unreimbursed draws on Letters of Credit as provided in Section 3.05), it being
acknowledged and agreed by the parties hereto that (i) the making of the Tranche
1 Credit-Linked Deposits by the Tranche 1 Banks, the provisions of this Section
3.10 and the application of the Tranche 1 Credit-Linked Deposits in the manner
contemplated by Section 3.05 constitute agreements among the Administrative
Agent, each Issuing Bank issuing any Letter of Credit and each Tranche 1 Bank
with respect to the funding obligations of each Tranche 1 Bank in respect of its
participation in Letters of Credit and (ii) the use of Tranche 1 Credit-Linked
Deposits in accordance with Section 3.03(b) constitutes an agreement among the
Administrative Agent, the Tranche 1 Banks and the Tranche 2 Banks and, in each
case, do not constitute any loan or extension of credit to the Company.

          (d) If the Administrative Agent is advised by DB that it is not
offering U.S. dollar deposits (in the applicable amounts) in the London
interbank market, or the Administrative Agent determines that adequate and fair
means do not otherwise exist for ascertaining the

                                       51

<PAGE>

Eurodollar Rate for the Tranche 1 Credit-Linked Deposits (or any part thereof),
then the Tranche 1 Credit-Linked Deposits (or such parts, as applicable) shall
be invested so as to earn a return equal to the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.

                                   ARTICLE IV.

                        INTEREST, FEES AND EXPENSES, ETC.

          4.01 Interest on Prime Rate Loans. Subject to the provisions of
Section 4.03, interest on Prime Rate Loans shall be payable monthly in arrears
on the first Business Day of each month at an interest rate per annum equal to
the Prime Rate plus the Applicable Margin calculated for the relevant period for
which payment is required to be made. In the event of any change in said Prime
Rate, the rate under this Section 4.01 shall change, effective as of the day the
Prime Rate changes without notice to the Company. Each determination by the
Agent of an interest rate under this Section 4.01 shall be conclusive and
binding for all purposes, absent manifest error.

          4.02 Interest on Eurodollar Rate Loans. Subject to the provisions of
Section 4.03, interest on Eurodollar Rate Loans shall be payable (a) for
Eurodollar Rate Loans with an Interest Period exceeding three (3) months, every
three (3) months in arrears during such Interest Period, (b) at the date of
conversion of such Eurodollar Rate Loan (or a portion thereof) to a Prime Rate
Loan and (c) at maturity of such Eurodollar Rate Loan at an interest rate per
annum during the Interest Period in effect for such Eurodollar Rate Loan equal
to the Adjusted Eurodollar Rate for such Interest Period for such Eurodollar
Rate Loan plus the Applicable Margin calculated for the relevant period for
which payment is required to be made. The Administrative Agent upon determining
the Adjusted Eurodollar Rate for any Interest Period shall promptly notify the
Company and the Banks by telephone (confirmed promptly in writing) or in writing
thereof. Each determination by the Administrative Agent of an interest rate
under this Section 4.02 shall be conclusive and binding for all purposes, absent
manifest error.

          4.03 Interest After Event of Default. Upon the occurrence and during
the continuation of an Event of Default resulting from the failure of the
Company to make any payment of principal or interest as provided in Section
9.01(a), or after notice is delivered to Company of the occurrence of any other
Event of Default, and at all times thereafter until the earlier of the date upon
which (i) all Obligations have been paid and satisfied in full or (ii) such
Event of Default shall no longer be continuing, interest on overdue principal on
the Loans and to the extent permitted by law, overdue interest in respect of
such Loans, shall be payable on demand at a rate per annum equal to the rate at
which such Loans would bear interest pursuant to Sections 4.01 and 4.02 above,
as the case may be, plus two percent (2.00%). In the event of any change in said
applicable interest rate, the rate under this Section 4.03 shall change,
effective as of the day the applicable interest rate changes, so as to remain
two percent (2.00%) above the then applicable interest rate.

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<PAGE>

          4.04 Reimbursement of Expenses.

          (a) From and after the Effective Date, the Company shall reimburse DB
within five (5) Business Days after demand (subject to Section 5.01(e)) (and the
Administrative Agent is entitled to charge the Loan Account) for all reasonable
Expenses of DB incurred by DB and upon receipt of invoices therefor and, if
requested by the Company, such reasonable backup materials and information as
the Company shall reasonably request.

          (b) The Company shall promptly reimburse the Agents and the Banks (and
the Administrative Agent is entitled to charge the Loan Account) upon furnishing
of an invoice for all costs and Expenses incurred by them in connection with the
enforcement, attempted enforcement or preservation of any rights or remedies
under any Loan Document and in connection with any workout, restructuring,
renegotiation or refinancing of the Loans and the other Obligations under the
Agreement and the other Loan Documents.

          4.05 Commitment Fees and Certain Other Fees.

          (a) The Company shall pay to the Administrative Agent, for
distribution in accordance with the terms thereof, all fees payable to each
Person as required by (i) the letter agreement among the Company, DBSI and DB
and (ii) the letter agreement among the Company, DB, DBSI and Fleet, both of
which are dated February 6, 2003 (the "Fee Letters").

          (b) The Company shall pay to the Administrative Agent for the account
of each Tranche 2 Bank a commitment fee on the daily unused portion (whether or
not available to be used) of such Bank's Tranche 2 Commitment as set forth in
Schedule 1.01(a) to this Agreement (it being understood and agreed that Agent
Advances made on behalf of the Tranche 2 Banks will be considered utilization of
a Bank's Tranche 2 Commitment), as such Commitment may be increased or reduced
hereunder, for the period commencing on the Effective Date and continuing
thereafter, and computed on a daily basis on the first Business Day of each
month for the preceding calendar month by the Administrative Agent, based on an
amount equal to the daily unused portion of such Bank's Tranche 2 Commitment for
each day times the applicable rate per annum that is derived from the Commitment
Fee Rate for each such day. Except as set forth above, such commitment fee shall
accrue from the Effective Date to the Facility Expiry Date and shall be due and
payable monthly in arrears upon calculation by the Administrative Agent and such
fees shall be charged to the Loan Account in accordance with Section 2.08;
provided that, in connection with any termination of Commitments under Section
2.06, the accrued commitment fee calculated for the period ending on such date
shall also be paid on the date of such termination. The commitment fees provided
in this Section shall accrue at all times after the above-mentioned Effective
Date, including at any time during which one or more conditions in Article V are
not met.

          (c) The Company shall pay to the Administrative Agent for the account
of each Tranche 1 Bank (i) a per annum fee equal to the aggregate Commitments of
the Tranche 1 Banks multiplied by the Applicable L/C Margin as set forth on the
Pricing Grid, and (ii) a per annum fee equal to the aggregate Commitments of the
Tranche 1 Banks multiplied by .0003 for the period on or prior to the second
anniversary of the Effective Date or at the rate set by the Administrative Agent
for the period thereafter in consultation with the Company. Each fee set

                                       53

<PAGE>

forth above shall accrue from the Effective Date to the Facility Expiry Date and
shall be due and payable on a monthly basis in arrears upon calculation by the
Administrative Agent as of the first Business Day of each calendar month for the
preceding month, and such fees shall be charged to the Loan Account in
accordance with Section 2.08; provided that, in connection with any termination
of Commitments under Section 2.06, the accrued fees under this subsection (c)
shall be calculated for the period ending on such date and shall also be paid on
the date of such termination. The fees provided in this Section shall accrue at
all times after the above-mentioned Effective Date, including at any time during
which one or more conditions in Article V are not met. In addition, the Company
shall reimburse the Administrative Agent for any losses or expenses incurred by
it in connection with the termination of the Tranche 1 Commitments (and the
related termination of the investment of the funds held in the Tranche 1
Credit-Linked Deposit Account) prior to any scheduled investment termination
date.

          (d) Upon the occurrence and during the continuation of an Event of
Default resulting from the failure of Company to make any payment of principal
or interest as provided in Section 9.01(a), or after notice is delivered to
Company of the occurrence of any other Event of Default, and at all times
thereafter until the earlier of the date upon which (i) all Obligations have
been paid and satisfied in full in cash (including any required Cash
Collateralization) or (ii) such Event of Default shall no longer be continuing,
as the case may be, the fees payable pursuant to Section 4.05(c)(i) shall be
increased by two percent (2.00%).

          4.06 Letter of Credit Fees.

          (a) The Company shall pay to the Administrative Agent for the account
of each Tranche 2 Bank, a Letter of Credit fee (i) with respect to Standby
Letters of Credit in an amount equal to the product of (A) the applicable rate
per annum that is derived from the Applicable Margin for Letters of Credit
calculated for the relevant period for which payment is required to be made
times (B) the average daily maximum amount available to be drawn under such
Tranche 2 Bank's Pro Rata portion of Standby Letters of Credit while
outstanding, and (ii) with respect to Commercial Letters of Credit in an amount
equal to the product of (A) the applicable rate per annum that is derived from
the Applicable Margin for Letters of Credit calculated for the relevant period
for which payment is required to be made times (B) the average daily maximum
amount available to be drawn under such Tranche 2 Bank's Pro Rata portion of
Commercial Letters of Credit while outstanding, in each case computed on the
first Business Day of each calendar month for the preceding month based upon
Letters of Credit outstanding for that month as calculated by the Administrative
Agent. Such Letter of Credit fees shall be due and payable monthly in arrears
upon calculation by the Administrative Agent and such amounts shall be charged
to the Loan Account in accordance with Section 2.08. Solely for purposes of
determining fees payable in connection with the outstanding Letters of Credit
issued under the Existing Credit Agreement, such Letters of Credit shall be
considered as if they were issued on the Effective Date; it being understood
that the fronting fees with respect to such Letters of Credit have been paid.

          (b) The Company shall pay to each Issuing Bank a Letter of Credit
fronting fee for all Letters of Credit Issued by such Issuing Bank equal to
0.15% per annum of the average daily maximum amount available to be drawn under
all such Letters of Credit while outstanding Issued by such Issuing Bank,
computed on the first Business Day of each month for the

                                       54

<PAGE>

preceding month based upon Letters of Credit outstanding for that month as
calculated by the applicable Issuing Bank. Such fronting fees shall be due and
payable monthly in arrears, and such amounts shall be charged to the Loan
Account by the Administrative Agent upon the written instructions of the
Company.

          (c) The Company shall pay to each Issuing Bank from time to time on
demand, upon the furnishing of an invoice therefor, the normal issuance,
payment, amendment and other processing fees and commissions, and other standard
costs and charges, of such Issuing Bank relating to Letters of Credit Issued by
such Issuing Bank as from time to time in effect (the "Issuing Bank Fees").

          (d) Subject to clause (e) below, the Company shall pay to the
Administrative Agent for the account of each Tranche 1 Bank, a fee with respect
to any Letter of Credit which is reimbursed from funds in the Tranche 1
Credit-Linked Deposit Account which have not been reimbursed by the Company,
equal to the amount such Tranche 1 Bank would have received under Section
3.10(b) plus the Applicable Margin calculated for the relevant period for which
payment is required to be made less amounts already received pursuant to
Sections 3.05 and 3.10(b) by such Tranche 1 Bank for such relevant period.

          (e) Upon the occurrence and during the continuation of an Event of
Default resulting from the failure of Company to make any payment of principal
or interest as provided in Section 9.01(a), or after notice is delivered to
Company of the occurrence of any other Event of Default, and at all times
thereafter until the earlier of the date upon which (i) all Obligations have
been paid and satisfied in full in cash (including any required Cash
Collateralization) or (ii) such Event of Default shall no longer be continuing,
as the case may be, the applicable Letter of Credit Fees payable on overdue
amounts on demand pursuant to Section 4.06(a) shall be increased by two percent
(2.00%).

          4.07 Special Provisions Relating to Eurodollar Rate Loans.

          (a) Continuation. With respect to any Borrowing consisting of
Eurodollar Rate Loans, the Company may (so long as no Default or Event of
Default has occurred and is continuing) unless otherwise agreed to by the
Majority Banks, subject to the provisions of Section 4.07(c), elect to maintain
such Borrowing or any portion thereof as consisting of Eurodollar Rate Loans by
selecting a new Interest Period for such Borrowing, which new Interest Period
shall commence on the last day of the immediately preceding Interest Period.
Each selection of a new Interest Period shall be made by the giving of a Notice
of Continuation not later than 5:00 p.m. (New York City time), on the third
Business Day prior to the date of any such continuation relating to Eurodollar
Rate Loans, by the Company to the Administrative Agent. Such Notice of
Continuation by the Company shall be by telephone or facsimile transmission, and
if by telephone, promptly confirmed in writing, in each case specifying (i) the
date of such continuation, (ii) the aggregate amount of Loans subject to such
continuation and (iii) the duration of the selected Interest Period. The Company
may elect to maintain more than one Borrowing consisting of Eurodollar Rate
Loans by combining such Borrowings into one Borrowing and selecting a new
Interest Period pursuant to this Section 4.07(a); provided, however, that each
of the Borrowings so combined shall consist of Loans having Interest Periods
ending on the same date. If the Company shall fail to select a new Interest
Period for any

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<PAGE>

Borrowing consisting of Eurodollar Rate Loans in accordance with this Section
4.07(a), such Loans will automatically on the last day of the then existing
Interest Period therefor, convert into Prime Rate Loans.

          (b) Conversion. The Company may on any Business Day (so long as no
Default or Event of Default has occurred and is continuing) unless otherwise
agreed to by the Majority Banks, upon the giving of a Notice of Conversion given
to the Administrative Agent, and subject to the provisions of Section 4.07(c),
convert the entire amount of or a portion of all Loans of one Type comprising
the same Borrowing into Loans of another Type; provided, however, that any
conversion of any Eurodollar Rate Loans into Prime Rate Loans shall be made on,
and only on, the last day of an Interest Period for such Eurodollar Rate Loans
and, upon conversion of any Prime Rate Loans into Eurodollar Rate Loans, the
Company shall pay accrued interest to the date of conversions on the principal
amount converted. Each such Notice of Conversion shall be given not later than
1:00 p.m. (New York City time), on the day of any proposed conversion into Prime
Rate Loans and not later than 5:00 p.m. (New York City time) on the third
Business Day prior to the date of any proposed conversion into Eurodollar Rate
Loans. Subject to the restrictions specified above, each Notice of Conversion
shall be by telephone or facsimile transmission and, if by telephone, promptly
confirmed in writing, in each case specifying (i) the requested date of such
conversion, (ii) the Type of Loans to be converted, (iii) the portion of such
Type of Loan to be converted, (iv) the Type of Loan such Loans are to be
converted into and (v) if such conversion is into Eurodollar Rate Loans, the
duration of the Interest Period of such Loan. Each conversion shall be in an
aggregate amount for the Loans of all Tranche 2 Banks of not less than
$5,000,000 or in an integral multiple of $1,000,000 in excess thereof. The
Company may elect to convert the entire amount of or a portion of all Loans of
one Type comprising more than one Borrowing into Loans of another Type by
combining such Borrowings into one Borrowing consisting of Loans of another
Type; provided, however, that if the Borrowings so combined consist of
Eurodollar Rate Loans, such Loans shall have Interest Periods ending on the same
date.

          (c) Certain Limitations on Eurodollar Rate Loans. The right of the
Company to maintain, select, continue or convert Eurodollar Rate Loans shall be
limited as follows:

               (i)  If the Administrative Agent is advised by DB that it is not
     offering U.S. dollar deposits (in the applicable amounts) in the London
     interbank market, or the Administrative Agent determines that adequate and
     fair means do not otherwise exist for ascertaining the Eurodollar Rate for
     Eurodollar Rate Loans comprising any requested Borrowing, continuation or
     conversion, the right of the Company to select or maintain Eurodollar Rate
     Loans for such Borrowing or any subsequent Borrowing shall be suspended
     until the Administrative Agent shall notify the Company and the Tranche 2
     Banks that the circumstances causing such suspension no longer exist, and
     each Loan comprising such Borrowing shall be made as a Prime Rate Loan.

               (ii) If the Tranche 2 Banks holding at least 51% of the Tranche 2
     Commitments shall, at least one Business Day before the date of any
     requested Borrowing of, continuation of or conversion into a Eurodollar
     Rate Loan, notify the Administrative Agent that the Eurodollar Rate for
     Loans comprising such Borrowing, continuation or conversion will not
     adequately reflect the cost to such Tranche 2 Banks of

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<PAGE>

     making or funding their respective Loans for such Borrowing or conversion,
     or maintaining such continuation, the right of the Company to select or
     continue Eurodollar Rate Loans for such Borrowing, continuation or
     conversion shall be suspended until such Tranche 2 Banks shall notify the
     Company and Administrative Agent that the circumstances causing such
     suspension no longer exist, and each Loan comprising such Borrowing,
     continuation or conversion shall be made as a Prime Rate Loan.

               (iii) If at any time any Tranche 2 Bank determines (which
     determination shall, absent manifest error, be conclusive and binding on
     all parties) that the making, continuation or conversion of any Loan as a
     Eurodollar Rate Loan has become unlawful or impermissible by reason of
     compliance by that Tranche 2 Bank with any law, governmental rule,
     regulation or order of any Governmental Authority (whether or not having
     the force of law or would result in costs or penalties), then, and in any
     such event, such Tranche 2 Bank may give notice of that determination, in
     writing, to the Company and the Administrative Agent and the Administrative
     Agent shall promptly transmit the notice to each other Tranche 2 Bank.
     Until such Tranche 2 Bank gives notice otherwise, the right of the Company
     to select Eurodollar Rate Loans from that Tranche 2 Bank shall be suspended
     and each Eurodollar Rate Loan outstanding from that Tranche 2 Bank shall
     automatically and immediately convert to a Prime Rate Loan. (iv) No Agent
     Advance shall be made as a Eurodollar Rate Loan.

               (v)   The right of the Company to select, continue or convert
     Eurodollar Rate Loans shall not be effective during the continuance of any
     Default or Event of Default unless otherwise agreed to by the Majority
     Banks.

               (vi)  There shall not be outstanding at any one time more than an
     aggregate of five (5) Loans which consist of Eurodollar Rate Loans.

          (d) Compensation.

               (i)   Each Notice of Continuation and Notice of Conversion shall
     be irrevocable by and binding on the Company. In the case of any Borrowing,
     continuation or conversion that the related Notice of Borrowing, Notice of
     Continuation or Notice of Conversion specifies is to be comprised of
     Eurodollar Rate Loans, the Company shall indemnify each Bank against any
     loss, cost or expense incurred by such Bank as a result of any failure to
     fulfill, on or before the date for such Borrowing, continuation or
     conversion specified in such Notice of Borrowing, Notice of Continuation or
     Notice of Conversion, the applicable conditions set forth in Article V or,
     in the event such conditions are satisfied, the failure of the Company to
     make such Borrowing, including, without limitation, in each case any loss
     (excluding loss of anticipated profits), cost or expense incurred by reason
     of the liquidation or reemployment of deposits or other funds acquired by
     such Bank to fund the Loan to be made by such Bank as part of such
     Borrowing, continuation or conversion.

               (ii)  If any payment of principal of, or conversion or
     continuation of, any Eurodollar Rate Loan is made other than on the last
     day of the Interest Period for

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<PAGE>

     such Loan as a result of a payment, prepayment, conversion or continuation
     of such Loan or acceleration of the maturity of the Notes pursuant to
     Article IX of this Agreement or for any other reason, the Company shall,
     upon demand by any Bank (with a copy of such demand to the Administrative
     Agent), pay to the Administrative Agent for the account of such Bank any
     amounts required to compensate such Bank for any additional losses, costs
     or expenses which it may reasonably incur as a result of such payment,
     including, without limitation, any loss (excluding loss of anticipated
     profits), cost or expense incurred by reason of the liquidation or
     reemployment of deposits or other funds acquired by any Bank to fund or
     maintain such Loan.

               (iii) Calculation of all amounts payable to a Bank under this
     Section 4.07(d) shall be made as though such Bank elected to fund all
     Eurodollar Rate Loans by purchasing U.S. dollar deposits in its Eurodollar
     Lending Office's interbank eurodollar market.

          4.08 Indemnification in Certain Events.

          (a) If after the Effective Date, either (i) any change in or in the
interpretation of any law or regulation is introduced, including, without
limitation, with respect to reserve requirements, applicable to DB, any Bank or
any Affiliate controlling any Bank, or (ii) a Bank or an Affiliate controlling a
Bank complies with any future guideline or request from any central bank or
other Governmental Authority and in the case of any event described in clause
(i) or (ii) such event increases the cost to DB, of issuing, making or
maintaining the Letter of Credit or complying with its obligations under this
Agreement or reduces the amount receivable in respect thereof by DB or such
Affiliate, or (iii) a Bank or an Affiliate controlling a Bank determines that
the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof has or would
have the effect described below or, a Bank or an Affiliate controlling a Bank
complies with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, and in the case of any event set forth in this clause (iii), such
adoption, change or compliance has or would have the direct or indirect effect
of reducing the rate of return on any of the capital as a consequence of its
obligations hereunder to a level below that which a Bank or an Affiliate
controlling a Bank could have achieved but for such adoption, change or
compliance (taking into consideration such Bank's or Affiliate's policies as the
case may be with respect to capital adequacy) by an amount deemed by such Bank
or such Affiliate controlling such Bank to be material, then in any such case,
the Company shall, upon demand by the Agent, pay to the Administrative Agent,
for the account of each applicable Bank, each applicable Affiliate controlling a
Bank or, each applicable Issuing Bank, additional amounts sufficient to
indemnify such Bank or the Affiliate controlling such Bank against such increase
in cost or reduction in amount receivable. A certificate as to the amount of
such increased cost or reduction in amount and setting forth in reasonable
detail the calculation thereof shall be submitted to the Company by the
Administrative Agent, or the applicable Bank or the applicable Affiliate
controlling such Bank, and shall be conclusive, absent manifest error. Any party
entitled to payment hereunder in respect of such increased cost or reduction in
amount shall use reasonable efforts to designate a different Lending Office to
the extent such designation could reduce or eliminate such payment.

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<PAGE>

          (b) It is understood that (i) Section 4.08(a) does not relate to any
changes in the rate of tax on the net income of the Issuing Bank, or any Bank,
or any Affiliate controlling such Bank imposed by the jurisdiction in which it
is organized, maintains a lending office or its principal office, or has any
other contacts or connections that would subject it to taxation therein
(excluding any connection or contact arising solely from the Issuing Bank, or
such Bank or such Affiliate having executed, delivered, performed its
obligations or received a payment under, or enforced this Agreement or any other
Loan Document) and (ii) any payment made under this Section 4.08 shall be made
without duplication for any item that is covered by Section 4.09.

          4.09 Net Payments.

          (a) Except as otherwise provided in this Section 4.09, all payments by
the Company hereunder or under any other Loan Document to or for the benefit of
any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent
shall be made without set-off, counterclaim or other defense and shall be made
free and clear of, and without deduction or withholding for, any Taxes. In
addition, the Company shall pay all Other Taxes.

          (b) Except as otherwise provided in this Section 4.09, the Company
agrees to indemnify and hold harmless each Bank, the Issuing Bank, the
Collateral Agent and the Administrative Agent for the full amount of Taxes or
Other Taxes (including any additional Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 4.09(b)) paid by any Bank,
any Issuing Bank, the Collateral Agent or the Administrative Agent in respect of
any sum payable hereunder or under any other Loan Document (including penalties,
interest, additions to tax and any reasonable expenses).

          (c) Payment under this indemnification shall be made within thirty
(30) days after the date any Bank, any Issuing Bank, the Collateral Agent or the
Administrative Agent makes written demand therefor.

          (d) Except as otherwise provided in this Section 4.09, if the Company
shall be required by law to deduct or withhold any Taxes or Other Taxes from or
in respect of any sum payable hereunder (or under any other Loan Document) to
any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent,
then:

               (i)   the sum payable shall be increased as necessary so that
     after making all such required deductions and withholdings of Taxes or
     Other Taxes (including deductions and withholdings applicable to additional
     sums payable under this Section 4.09), such Bank, such Issuing Bank, the
     Collateral Agent or the Administrative Agent receives an amount equal to
     the sum it would have received had no such deductions or withholdings been
     made;

               (ii)  the Company shall make such deductions and withholdings;
     and

               (iii) the Company shall pay the full amount deducted or withheld
     to the relevant taxing authority or other authority in accordance with
     applicable law.

          (e) Within thirty (30) days after the date of any payment by the
Company of Taxes or Other Taxes, the Company shall furnish to the Administrative
Agent the original or a

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<PAGE>

certified copy of a receipt evidencing payment thereof, or other evidence of
payment satisfactory to the Administrative Agent if available from the
appropriate taxing authority.

          (f) If any Bank, the Issuing Bank, the Collateral Agent or the
Administrative Agent receives a refund in respect of any amounts paid by the
Company pursuant to this Section 4.09, which refund in the good faith judgment
of such Bank, Issuing Bank, Collateral Agent or Administrative Agent is
allocable to such payment, it shall promptly notify the Company of such refund
and shall promptly repay such refund to the Company net of all out-of-pocket
expenses; provided, however, that the Company, upon the request of such Bank,
Issuing Bank, Collateral Agent or Administrative Agent, agrees to repay the
amount paid over in the event such Bank, Issuing Bank, Collateral Agent or
Administrative Agent is required to repay such refund.

          (g) If the Company would be required to pay additional amounts to any
Bank pursuant to paragraph (b) or (d) of this Section 4.09, then such Bank shall
use reasonable efforts (consistent with legal and regulatory restrictions) to
change the jurisdiction of its lending office so as to eliminate the obligation
of the Company to pay any such additional amounts which may thereafter accrue or
to indemnify such Bank in the future, if such change in the reasonable judgment
of such Bank is not otherwise materially disadvantageous to such Bank.

          (h) (i) Any Bank not organized under the laws of the United States
shall furnish to the Company or the Administrative Agent, two copies of IRS Form
W-8BEN or W-8ECI, or successor applicable form (which shall be accurate and
complete) as may be required to establish, as of the date of this Agreement, an
exemption from U.S. withholding taxes or backup withholding taxes in respect of
payments made under any Loan Document. In the event that a Bank assigns all or a
portion of its rights and obligations under this Agreement, pursuant to Section
11.07, each assignee shall furnish to the Company or the Administrative Agent
two copies of IRS Form W-8BEN or W-8ECI, or successor applicable form (which
shall be accurate and complete) as may be required to establish, as of the date
of the assignment, a full exemption from U.S. withholding taxes or back-up
withholding taxes in respect of payments made under this Agreement. The Company
and the Administrative Agent shall be entitled to rely upon the accuracy of any
such forms, documents or other information furnished to it by any Person and
shall have no obligation to make any additional payment or indemnify any Person
for any taxes, interest or penalties that would not have become payable by such
Person had such documentation been accurate.

          (ii) Each Bank that is not organized under the laws of the United
States (including any assignee pursuant to Section 11.07 that is not organized
under the laws of the United States) shall also deliver to the Company or the
Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or
successor applicable forms, as the case may be, when requested to do so by the
Company or the Administrative Agent on or before the date that any such form
expires or becomes obsolete or otherwise is required to be resubmitted as a
condition to obtaining an exemption from a required withholding of U.S. federal
income tax or after the occurrence of any event requiring a change in the most
recent form previously delivered by it to the Administrative Agent or the
Company, and such extensions or renewals thereof as may reasonably be requested
by the Company or the Administrative Agent, certifying that such Bank is
entitled to receive payments hereunder or under any other Loan Documents without
deduction or withholding of any U.S. federal income taxes or at a reduced rate,
unless in any such case an event outside the

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<PAGE>

control of such Bank (including, without limitation, any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Bank from duly completing and delivering any such form with respect
to it and such Bank so advises the Company or the Administrative Agent. No Bank
shall be required to provide a form described in the preceding sentence unless
it is legally entitled to do so at the time such form is requested by the
Company.

          (i) Notwithstanding anything to the contrary set forth in this Section
4.09, the Company shall not be required to pay any additional amounts pursuant
to this Section 4.09 to the extent that such additional amounts relate to Taxes
or Other Taxes (including obligations to deduct or withhold amounts with respect
thereto) for any period (i) that would not have been imposed but for the failure
of a Bank or any assignee thereof, to comply with Section 4.09(h) hereof (other
than if such failure is due to a change in law, regulation or treaty occurring
after the date on which a form originally was required to be provided) or (ii)
that are attributable to U.S. withholding taxes imposed (x) on the date the Bank
becomes a Lender under this Agreement or (y) other than as a result of a change
in law, regulation or treaty. If a Bank becomes subject to Taxes because of its
failure to deliver a form required hereunder, the Company shall take such steps
as the Bank shall reasonably request to assist such Bank to recover such Taxes.

          4.10 Affected Banks. If the Company is obligated to pay to any Bank or
an Issuing Bank any amount under Section 4.08 or 4.09 or if any Bank is a
Defaulting Bank, the Company may, if no Default or Event of Default then exists,
replace such Bank with another bank or may replace such Issuing Bank with
another letter of credit issuer in each case acceptable to the Administrative
Agent and the Issuing Banks (other than such Issuing Bank), and such Bank or
such Issuing Bank, as applicable, hereby agrees to be so replaced subject to the
following:

          (a) The obligations of the Company hereunder to the Bank or the
Issuing Bank to be replaced (including such increased or additional costs
incurred from the date of notice to the Company of such increase or additional
costs through the date such Bank or Issuing Bank is replaced hereunder) shall be
paid in full in cash to such Bank or Issuing Bank concurrently with such
replacement;

          (b) If such replacement is a result of increased costs under Section
4.08 or 4.09, the replacement Bank shall be a bank or other financial
institution acceptable to the Administrative Agent that is not subject to such
increased costs which caused the Company's election to replace any Bank
hereunder, and such replacement Bank shall execute and deliver to the
Administrative Agent such documentation satisfactory to the Administrative Agent
pursuant to which such replacement Bank is to become a party to this Agreement,
conforming to the provisions of Section 11.07, with a Commitment equal to that
of the Bank being replaced, shall make Loans in the aggregate principal amount
equal to the aggregate outstanding principal amount of the Loans of the Bank
being replaced and shall be deemed to have acquired a participation in L/C
Obligations then outstanding equal to the participation therein of the Bank
being replaced;

          (c) Upon such execution and delivery of such documents referred to in
clause (b) and payment of the amounts referred to in clause (a), the replacement
bank shall be a "Bank"

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<PAGE>

with a Commitment as specified hereinabove and the Bank being replaced shall
cease to be a "Bank" hereunder, except with respect to indemnification
provisions under this Credit Agreement, which shall survive as to such replaced
Bank;

          (d) The Administrative Agent shall reasonably cooperate in
effectuating the replacement of any Bank or any Issuing Bank under this Section
4.10, but at no time shall the Administrative Agent be obligated to initiate any
such replacement;

          (e) Any Bank or the Issuing Bank replaced under this Section 4.10
shall be replaced at the Company's sole cost and expense and at no cost or
expense to the Administrative Agent or any of the Banks or the Issuing Bank; and

          (f) If the Company proposes to replace any Bank pursuant to this
Section 4.10 because the Bank seeks reimbursement under either Section 4.08 or
4.09, then it must also replace any other Bank who seeks reimbursement on a
proportionate basis (based upon such Bank's Commitment to the combined
Commitments) under such Sections.

          4.11 Sharing of Payments. If any Bank shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off or
otherwise) on account of the Loans made by it or its participation in the L/C
Obligations in excess of its Pro Rata Share of payments on account of the Loans
or L/C Obligations obtained by all the Banks, such Bank shall forthwith purchase
from the other Banks such participations in the Loans made by them or in their
participation in Letters of Credit as shall be necessary to cause such
purchasing Bank to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Bank, such purchase (or corresponding portion
thereof) from each Bank shall be rescinded, and each such Bank shall repay to
the purchasing Bank the purchase price to the extent of such recovery together
with an amount equal to such Bank's ratable share (according to the proportion
of (i) the amount of such Bank's required repayment to (ii) the total amount so
recovered from the purchasing Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect to the total amount so recovered. The
Company agrees that any Bank so purchasing a participation from another Bank
pursuant to this Section 4.11 may, to the full extent permitted by law, exercise
all of its rights of payment (including the right of setoff) with respect to
such participation as fully as if such Bank were the direct creditor of the
Company in the amount of such participation.

          4.12 Calculations. All calculations of (i) interest with respect to
Eurodollar Rate Loans and per annum fees, shall be made by the Administrative
Agent, on the basis of a year of 360 days, or, if such computation would cause
the interest and fees chargeable hereunder to exceed the highest rate allowed by
applicable law, 365/366 days, and (ii) interest with respect to Prime Rate Loans
shall be made by the Administrative Agent on the basis of a year of 365/366
days, in each case to the extent applicable for the actual number of days
elapsed (including the first day but excluding the last day) occurring in the
period for which such interest or fees are payable. Each determination by the
Administrative Agent of an interest rate or payment hereunder shall be
conclusive and binding for all purposes, absent manifest error.

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                                   ARTICLE V.

                              CONDITIONS PRECEDENT

          5.01 Conditions of Effectiveness. The obligations of each Bank
hereunder and the effectiveness of this Agreement are subject to the fulfillment
of the following conditions precedent and the prior receipt by the
Administrative Agent of all of the following dated the Effective Date or such
other date as is satisfactory to the Administrative Agent, in form and substance
satisfactory to each of the Lead Banks:

          (a) Credit Agreement and Notes. This Agreement and Notes drawn to the
order of each requesting Tranche 2 Bank, executed by each party thereto;

          (b) Resolutions; Incumbency.

               (i)  copies of the resolutions of the board of directors of the
     Company authorizing the execution, delivery and performance of the Loan
     Documents and any other documents, instruments and certificates required to
     be executed by the Company in connection herewith or therewith and the
     transactions contemplated hereby and thereby, certified as of the Effective
     Date by the Secretary or an Assistant Secretary of the Company; and

               (ii) a certificate of the Secretary or Assistant Secretary of the
     Company, certifying the names and true signatures of the officers of the
     Company authorized to execute, deliver and perform the Loan Documents to be
     delivered by it hereunder;

          (c) Organization Documents; Good Standing. Each of the following
documents:

               (i)  the certificate of incorporation of the Company, certified
     by the Secretary of State of the State of Delaware, dated as of a recent
     date prior to the Effective Date, and the bylaws of the Company as in
     effect on the Effective Date, certified by the Secretary or an Assistant
     Secretary of the Company as of the Effective Date; and

               (ii) a good standing and tax good standing certificate for the
     Company from the Secretary of State of the state of Delaware and each state
     where the Company is qualified to do business as a foreign corporation as
     of a recent date, together with a bring-down good-standing certificate for
     the Company from the Secretary of State of the State of Delaware, by
     facsimile, dated the Effective Date;

          (d) Legal Opinions.

               (i)  an opinion of Simpson Thacher & Bartlett, counsel to the
     Company, addressed to the Administrative Agent and the Banks, substantially
     in the form of Exhibit F hereto; and

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<PAGE>

               (ii)  an opinion of Paul, Hastings, Janofsky & Walker LLP,
     special counsel to the Administrative Agent, addressed to the
     Administrative Agent and the Banks, substantially in the form of Exhibit G
     hereto;

          (e) Payment of Fees and Expenses. Evidence of payment by the Company
of all accrued and unpaid Fees and Expenses to the extent then due and payable
on the Effective Date, together with any reasonable estimate of fees and
expenses of outside counsel 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 such Person); including, without
limitation, any such costs, fees, commissions and expenses arising under or
referenced in the Fee Letters, in Section 4.05 or in Section 11.04;

          (f) Collateral Documents.

               (i)   evidence that the Collateral Documents continue to be
     effective and continue to grant to the Collateral Agent a perfected first
     priority Lien on the Collateral;

               (ii)  Lien searches which evidence the Collateral Agent's first
     priority security interest in the Collateral and written advice relating to
     such Lien searches as the Collateral 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 in favor of any Persons
     (other than Permitted Liens);

               (iii) on or before the Effective Date, a completed certificate of
     the Company, substantially in the form of Exhibit E hereto (a "Perfection
     Certificate") signed by a Responsible Officer of the Company;

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

               (v)   evidence that the Collection Bank Agreement, the
     Concentration Bank Agreement, the Collateral Account Agreement and each
     Commodities Account Agreement are in full force and effect and that all
     other cash collection arrangements are in form and substance satisfactory
     to the Lead Banks; and

               (vi)  evidence that all other actions necessary or desirable to
     continue the first priority Lien created by the Collateral Documents, and
     to enhance the Collateral Agent's ability to preserve its interests in and
     access to the Collateral, have been taken, including without limitation,
     delivery by the Company of UCC financing statements in lieu of continuation
     statements, or any amendments thereto;

          (g) Certificate. A certificate signed by a Responsible Officer, dated
as of the Effective Date, 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;

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               (ii)  no Default or Event of Default exists on the Effective
     Date, or would result from the execution and performance of the Loan
     Documents; and

               (iii) except as specifically disclosed in Schedule 6.25, there
     has occurred since December 31, 2001, no event or circumstance that has
     resulted or could reasonably be expected to result in a Material Adverse
     Effect;

          (h) Corporate Proceedings. Evidence satisfactory to each Lead Bank
that all corporate and other proceedings taken or to be taken in connection with
the transactions contemplated by the Loan Documents and all documents incidental
to this Agreement and thereto shall be in form and substance satisfactory to
each Lead Bank, and the Administrative Agent shall have received all counterpart
originals or certified copies of such documents;

          (i) Consents, Approvals, Etc. All necessary orders, permits, licenses,
authorizations, approvals, consents and waivers by any Governmental Authority or
other Person (including, without limitation, the consent of certain customers,
if required, under any Material Contracts) in connection with the transactions
contemplated hereby and by any of the other Loan Documents. Each of the
aforementioned orders, permits, licenses, authorizations, approvals, consents
and waivers by Governmental Authorities or other Persons shall be in full force
and effect and shall be in form and substance satisfactory to each Lead Bank;

          (j) Material Contracts and Other Documents. Copies of all Material
Contracts in effect as of the Effective Date, which are set forth on Schedule
5.01(j), copies of the Memphis Acquisition Agreements, copies of the most
current drafts (if any) of the MSCG Crude Oil Supply Agreements, copies of the
2003 Note Indenture and the 2003 Notes (in each case including all schedules and
exhibits thereto), which shall be in full force and effect, and copies of all
commodities account agreements in effect;

          (k) No Litigation. A certificate signed by a Responsible Officer,
dated as of the Effective Date, satisfactory to each Lead Bank to the effect
that (i) there is no litigation, proceeding, inquiry or other action seeking an
injunction or other restraining order, damages or other relief, pending or
threatened, with respect to any Loan Document and (ii) there exists no judgment,
order, injunction, decree or other restraint or a hearing seeking injunctive
relief or other restraint pending or noticed with respect to any transaction
contemplated by any Loan Documents;

          (l) Borrowing Base Certificate. A Borrowing Base Certificate, in form
and substance satisfactory to each Lead Bank which shall be prepared as of
December 31, 2002;

          (m) Financial Statements. The financial statements referred to in
Section 6.11, each certified by the chief financial officer (or in the case of
his or her unavailability, by the treasurer or controller) of the Company;

          (n) 2003 Notes Offering. Simultaneous with the Closing, the Company
shall have consummated the sale of the 2003 Notes;

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          (o) No Material Adverse Effect. Since December 31, 2001, in the
opinion of each Lead Bank in its sole discretion, there shall have occurred no
event or circumstance that has resulted or could reasonably be expected to
result in a Material Adverse Effect; and

          (p) Other Documents. The certificates and other information required
to be delivered by the Company as of the Effective Date pursuant to Section 7.03
of the Existing Credit Agreement and such other approvals, opinions, documents
or materials as the Administrative Agent or any Lead Bank may request.

          5.02 Addition of Banks. Effective on the Effective Date, the financial
institutions described on Schedule 5.02 shall each be added as a Bank for all
purposes and shall hereby become vested with all the rights, powers, privileges
and duties of a Bank under this Agreement and each of the other Loan Documents.
For purposes of this Agreement, the address of each of the Banks listed above
shall be as set forth under such Bank's name on the signature pages hereof.

          5.03 Reallocation of Pro Rata Shares. Effective on the Effective Date,
all references in this Agreement to Schedule 1.01(a) shall, unless specified
otherwise, refer to Schedule 1.01(a) attached to this Agreement and the Tranche
1 Percentage Interest or Tranche 2 Percentage Interest, as applicable, of the
Banks shall be adjusted to equal the respective percentages set forth on
Schedule 1.01(a) attached to this Agreement.

          5.04 Outstanding Loans and L/C Obligations. On the Effective Date, the
Administrative Agent will calculate the appropriate adjustments to the account
of the Banks referred to in Section 2.02(a) of this Agreement to reflect the
reallocation of outstanding Loans and L/C Obligations in accordance with the Pro
Rata Shares of the Banks set forth in Schedule 1.01(a) to this Agreement, and
will (a) prior to 1:00 p.m. (New York City time) on the Effective Date notify
each Bank and the Company of the amounts of such reallocation of Loans and
notify each Bank of the amount, representing the portion of principal amount of
outstanding Loans, which such Bank will either advance or receive as a result of
such reallocation, and (b) prior to the close of business in New York City on
the Effective Date notify each Bank and the Company of the amounts of such
reallocation of L/C Obligations. Immediately upon receipt of the notice from the
Administrative Agent set forth in clause (a) above, but no later than 2:00 p.m.
(New York City time) on the Effective Date, each Bank which is to make an
advance as described above shall make such amount available to the
Administrative Agent in funds immediately available to the Administrative Agent.
Promptly upon receipt of funds from a Bank making an advance as set forth above,
the Administrative Agent shall remit such amount to the Bank or Banks entitled
to receive such amount, pro-rata in proportion to the amounts to be received by
them as determined above. The making of an advance by a Bank as set forth above
shall be deemed to be the making of a Loan to the Company on the date such funds
are transmitted to the Administrative Agent. The receipt by a Bank of funds as
set forth above shall be deemed to be a payment of Loans by the Company on the
date such payment is received.

          5.05 Conditions to All Loans. The obligation of each Tranche 2 Bank to
make any Loan to be made by it, to convert any Prime Rate Loan into a Eurodollar
Rate Loan under Section 4.07 or to continue a Eurodollar Rate Loan under Section
4.07 is subject to the satisfaction of the following conditions precedent on the
relevant Borrowing Date or

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Conversion/Continuation Date; provided that only the conditions set forth in
Sections 5.05(a) and 5.05(b) need be satisfied in the case of a continuation of
a Eurodollar Rate Loan pursuant to Section 4.07:

          (a) Notice of Borrowing or Conversion/Continuation. The Administrative
Agent shall have received a Notice of Borrowing, or a Notice of
Conversion/Continuation, as applicable;

          (b) Continuation of Representations and Warranties. After giving
effect to such Borrowing, the representations and warranties in Article VI shall
be true and correct on and as of such Borrowing Date with the same effect as if
made on and as of such Borrowing 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 and except to the extent (x) the
representations and warranties set forth in Section 6.05 relate to any
litigation which has been specifically disclosed to the Banks and which has been
added to Schedule 6.05 with the written approval of the Majority Banks and (y)
the representation and warranty set forth in Section 6.25 relates to any event
or condition which has been specifically disclosed to the Banks and which has
been added to Schedule 6.25 with the written approval of the Majority Banks).

          Each Notice of Borrowing and each Notice of Conversion/Continuation
relating to the conversion of any Prime Rate Loan into a Eurodollar Rate Loan
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 or Conversion/Continuation Date, as applicable, that the
conditions in this Section 5.05 are satisfied. Each Notice of
Conversion/Continuation relating to the continuation of any Eurodollar Rate Loan
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 Conversion/Continuation Date that the conditions in Sections 5.05(a) and
(c) are satisfied;

          (c) No Future Advance Notice. Neither the Administrative Agent nor any
Bank shall have received from the Company 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;

          (d) Performance of Agreements. The Company shall have performed in all
material respects all agreements and satisfied all conditions which the Loan
Documents provide shall be performed or satisfied by it on or before the
relevant Borrowing Date or Conversion/Continuation Date;

          (e) No Judgments. No order, judgment or decree of any arbitrator or
Governmental Authority shall purport to enjoin or restrain any Bank from making
or converting the Loans to be made or converted by it on the relevant Borrowing
Date or Conversion/Continuation Date;

          (f) Regulation T, U and X. The making or converting of the Loans
requested on the relevant Borrowing Date or Conversion/Continuation Date shall
not violate any law including, without limitation, Regulation T, U or X of FRB;
and

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          (g) No Litigation. There shall not be pending or, to the knowledge of
the Company, threatened, any action, suit, proceeding, governmental
investigation or arbitration against or affecting the Company or any of its
Subsidiaries or any property of the Company or any of its Subsidiaries that has
not been disclosed by the Company in writing pursuant to Section 7.03 prior to
the making of the last preceding Loans, and there shall have occurred no
development not so disclosed in any such action, suit, proceeding, governmental
investigation or arbitration so disclosed, that, in either event, would
reasonably be expected to have a Material Adverse Effect; and no injunction or
other restraining order shall have been issued and no hearing to cause an
injunction or other restraining order to be issued shall be pending or noticed
with respect to any action, suit or proceeding seeking to enjoin or otherwise
prevent the consummation of, or to recover any damages or obtain relief as a
result of, the transactions contemplated by any Loan Document or the making of
any Loan.

          5.06 Conditions to All Letters of Credit. The Issuance of any Letter
of Credit hereunder (whether or not the applicable Issuing Bank is obligated to
Issue such Letter of Credit) is subject to the following conditions precedent:

          (a) Notice of Issuance of Letter of Credit. On or before the date of
Issuance of such Letter of Credit, the applicable Issuing Bank and the
Administrative Agent shall have received from the Company, in accordance with
the provisions of Sections 3.01 and 3.02, a Letter of Credit Request, together
with all other information specified in Article III and such other documents or
information as the applicable Issuing Bank and the Administrative Agent may
require in connection with the Issuance of such Letter of Credit.

          (b) Satisfaction of Other Conditions. On the date of Issuance of such
Letter of Credit, all conditions precedent described in Section 5.05 shall be
satisfied to the same extent as if the Issuance of such Letter of Credit were
the making of a Loan and the date of Issuance of such Letter of Credit were a
Borrowing Date.

Each Letter of Credit Request submitted by the Company hereunder shall
constitute a representation and warranty by the Company hereunder, as of the
date of each such Letter of Credit Request and as of the date on which the
Letter of Credit is Issued, that the conditions in this Section 5.06 are
satisfied.

                                   ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

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

          6.01 Corporate Existence and Power. The Company and each of the
Restricted Subsidiaries (in the case of clauses (a), (b) and (c)) and its
Subsidiaries (in the case of clause (d)):

          (a) is a corporation (or other entity) duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation;

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          (b) has the power and authority and all 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 (or other entity) 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 with all Requirements of Law and has all
necessary orders, authorizations, approvals, consents and waivers by any
Governmental Authority or other Person for the Company and its Subsidiaries to
own and operate their business;

except, in each case referred to in clause (c) or clause (d), to the extent that
the failure to do so could 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 the Restricted Subsidiaries of each
Loan Document to which such Person is party, have been duly authorized by all
necessary corporate (or equivalent) 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 Contractual Obligation
to which such Person is a party or any order, injunction, writ or decree of any
arbitrator or 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 (except for filings in connection with the Liens granted
to the Administrative Agent under the Collateral Documents) is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, the Company or any the Restricted Subsidiaries of any Loan
Document to which such Person is a party.

          6.04 Binding Effect. Each Loan Document to which the Company or any of
its Restricted Subsidiaries is a party constitutes the legal, valid and binding
obligation of the Company and the Restricted Subsidiaries to the extent it is a
party thereto, enforceable against such Person in accordance with its 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.

          6.05 Litigation. Except as specifically disclosed in Schedule 6.05,
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:

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          (a) purport to affect or pertain to any Loan Document, or any of the
transactions contemplated hereby or thereby; or

          (b) could 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 arbitrator or Governmental Authority purporting to enjoin or
restrain the execution, delivery or performance of any 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 result
from the incurring of any Obligations by the Company or from the grant or
perfection or continued perfection of the Liens of the Collateral Agent, in
favor of the Administrative Agent and the Banks on the Collateral. As of the
Effective Date, neither the Company nor any of its Subsidiaries is in default
under or with respect to any Contractual Obligation in any respect which,
individually or together with all such defaults, could reasonably be expected to
have a Material Adverse Effect, or that would, if such default had occurred
after the Effective Date, create an Event of Default under Section 9.01(e).

          6.07 ERISA Compliance.

          (a) Each Plan is in compliance in all respects with the applicable
provisions of ERISA, the Code and other federal or state law, except for matters
which have not resulted and would not reasonably be expected to result in a
Material Adverse Effect. Each Plan which is intended to qualify under Section
401(a) of the Code has received, or will timely file for, a favorable
determination letter from the IRS and to the best knowledge of the Company,
nothing has occurred which would cause, or would reasonably be expected to
cause, the loss of such qualification. The Company and each ERISA Affiliate has
made all required contributions to all Plans, 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 the 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 material Unfunded Pension Liability; and
(iii) neither the Company, any Restricted Subsidiary nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any material liability under Title IV
of ERISA with respect to any Pension Plan (other than premiums due and not
delinquent under Section 4007 of ERISA), including but not limited to any
material liability under Section 4201 or 4243 of ERISA with respect to a
Multiemployer Plan and any material liability that could reasonably be expected
to result from the operation of Section 4069 or 4212(c) of ERISA.

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          6.08 Use of Proceeds; Margin Regulations. The proceeds of the Loans
are to be used solely for the purposes set forth in and permitted by Section
7.11 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.

          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,
all real property necessary or used in the ordinary conduct of their respective
businesses, except for such defects in title as could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. As of
the Effective Date, 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
and other material tax returns and reports required to be filed, and have paid
all Federal and other material 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. There is no proposed tax assessment against the Company or
any of its Subsidiaries that would, if made, reasonably be expected to have a
Material Adverse Effect.

          6.11 Financial Condition. The audited consolidated financial
statements of the Company and its Subsidiaries dated December 31, 2001 and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for the fiscal year ended on that date (including the notes
thereto) and the unaudited consolidated financial statements of the Company and
its Subsidiaries dated September 30, 2002 and the related consolidated
statements of income or operations, shareholders' equity and cash flows for the
fiscal quarter ended on that date (including the notes thereto):

               (i)   were prepared in accordance with GAAP consistently applied
     throughout the period covered thereby, except as otherwise expressly noted
     therein, subject, in the case of such unaudited financial statements, to
     ordinary, good faith year end audit adjustments;

               (ii)  fairly present the consolidated financial condition of the
     Company and its Subsidiaries as of the date thereof and the consolidated
     results of operations of the Company and its Subsidiaries for the period
     covered thereby; and

               (iii) except as specifically disclosed in Schedule 6.11, show all
     material indebtedness and other material liabilities, direct or contingent,
     of the Company and its consolidated Subsidiaries as of the date thereof,
     including material liabilities for taxes, material commitments and material
     Contingent Obligations.

          6.12 Environmental Matters.

          (a) Except as specifically disclosed in Schedule 6.12 (as such
schedule may be amended with the approval of the Administrative Agent), the
operations of the Company and each of its Subsidiaries comply in all respects
with all Environmental Laws, except such non-compliance which would not (if
enforced or otherwise addressed in accordance with applicable

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law) result in liabilities reasonably expected to require payments by the
Company and its Subsidiaries (whether to compensate for damages, to investigate
and/or remediate contamination or hazardous conditions, to make capital
improvements or operating changes, including reductions in throughput or
production or otherwise) in an aggregate amount, determined for any date upon
which this representation or warranty is made, exceeding $15,000,000 during the
thirty-six (36) month period commencing on such date. Except as disclosed in
Schedule 6.12 (as such schedule may be amended with the approval of the
Administrative Agent), no real property owned, operated, used or controlled by
the Company or any of its Subsidiaries is listed or proposed for listing on the
National Priority List or the Comprehensive Environmental Response,
Compensation, and Liability Information System, both promulgated under CERCLA,
or on any comparable state or local list, and, except as disclosed in Schedule
6.12 (as such schedule may be amended with the approval of the Administrative
Agent), neither the Company nor any of its Subsidiaries has received any
notification of potential or actual liability or request for information by any
Governmental Authority under CERCLA or any comparable state or local law.

          (b) Except as specifically disclosed in Schedule 6.12 (as such
schedule may be amended with the approval of the Administrative Agent), the
Company and each of its Subsidiaries have obtained all licenses, permits,
authorizations, approvals, consents and registrations required under any
Environmental Law ("Environmental Permits") and necessary for their respective
ordinary course operations, except where the failure to have such licenses,
permits, authorizations, approvals, consents and registrations could not
reasonably be expected to have a Material Adverse Effect, and all such material
Environmental Permits are in good standing, and the Company and each of its
Subsidiaries are in compliance with all material terms and conditions of such
material Environmental Permits.

          (c) Except as specifically disclosed in Schedule 6.12 (as such
schedule may be amended with the approval of the Administrative Agent), none of
the Company, any of its Subsidiaries or any of their respective present property
or operations, is subject to any outstanding written order from or agreement
with any Governmental Authority, nor subject to any judicial or docketed
administrative proceeding, respecting any Environmental Law, Environmental Claim
or Hazardous Material, which could expose the Company and its Subsidiaries to
liabilities exceeding $500,000.

          (d) Except as specifically disclosed in Schedule 6.12 (as such
schedule may be amended with the approval of the Administrative Agent), there
are no Hazardous Materials or other conditions or circumstances existing with
respect to any property of the Company or any of its Subsidiaries, or arising
from their operations that would reasonably be expected to give rise to
Environmental Claims requiring payments by the Company and its Subsidiaries
(whether to compensate for damages, to investigate and/or remediate
contamination or hazardous conditions, to make capital improvements or
otherwise) in an aggregate amount, determined for any date upon which this
representation or warranty is made, exceeding $15,000,000 during the thirty-six
(36) month period commencing on such date. In addition, except as disclosed in
Schedule 6.12 (as such schedule may be amended with the approval of the
Administrative Agent), (i) neither the Company nor any of its Subsidiaries has
any underground storage tanks, above-ground storage tanks, storage ponds or
surface impoundments (x) that are not properly registered, permitted or
otherwise authorized under applicable Environmental Laws, or (y) that are
leaking

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or otherwise releasing Hazardous Materials (whether as fluids or vapors) into
the environment in a manner that may reasonably be expected to give rise to
Environmental Claims with a potential liability to the Company and its
Subsidiaries in excess of $5,000,000 in the aggregate, and (ii) the Company and
its Subsidiaries have notified all of their employees of the existence of any
health hazards arising from the conditions of their employment and have met all
notification requirements under Title III of CERCLA and all other Environmental
Laws.

          (e) Except as set forth in Schedule 6.12 (as such schedule may be
amended with the approval of the Administrative Agent), none of the Company or
any of its Subsidiaries has any contingent liabilities under environmental
indemnities or other agreements whereby the Company or any such Subsidiary has
agreed to indemnify others against Environmental Claims which could reasonably
be expected to expose the Company and its Subsidiaries to liabilities exceeding
$10,000,000 in the aggregate, and except as set forth in Schedule 6.12 (as such
schedule may be amended with the approval of the Administrative Agent), none of
the Company or its Subsidiaries has provided any bond or other form of financial
assurance with respect to any environmental liability, risks or remediation
costs of shippers, customers or other third-parties.

          6.13 Collateral Documents.

          (a) The provisions of each of the Collateral Documents are effective
to create in favor of the Collateral Agent for the benefit of the Administrative
Agent, the Banks and the Bank Swap Parties, a legal, valid and enforceable first
priority security interest in all right, title and interest of the Company and
the Restricted Subsidiaries in the Collateral described therein and upon filing
of the UCC financing statements, financing statements in lieu of continuation
statements, and/or amendments thereto, in the offices in all of the
jurisdictions listed in the schedules to the Security Agreement and the
Subsidiary Security Agreement, the Collateral Agent shall have a legal, valid
and enforceable first priority security interest in the Collateral subject only
to Permitted Liens.

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

          (c) The Company has delivered to the Collateral Agent all commodities
account agreements in effect.

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

          6.15 No Burdensome Restrictions. Neither the Company nor any
Restricted 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 could reasonably be expected to have a Material Adverse Effect.

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          6.16 Copyrights, Patents, Trademarks and Licenses, etc. The Company
and/or one or more of the Restricted Subsidiaries own or are licensed or
otherwise have the right to use all of the 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 except to the extent that
such failure would not reasonably be expected to have a Material Adverse Effect.
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 Restricted Subsidiary
infringes upon any rights held by any other Person. Except as specifically
disclosed in Schedule 6.05, 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,
could reasonably be expected to have a Material Adverse Effect.

          6.17 Subsidiaries. The Company has no Subsidiaries and has no equity
Investments in any other corporation or entity other than (a) those specifically
disclosed in Schedule 6.17, (b) Joint Ventures permitted under Section 8.09, (c)
the Pipeline Subsidiary, (d) when formed or designated, any Unrestricted
Subsidiary and (e) Investments permitted under Section 8.04.

          6.18 Insurance. Except as specifically disclosed in Schedule 6.18, the
properties of the Company and the Restricted Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Company, in such amounts, with such deductibles and covering such risks as are
customarily carried by Persons engaged in similar businesses and owning similar
properties in localities where the Company or such Subsidiary operates.

          6.19 Solvency. The Company is and each of its Restricted Subsidiaries
are Solvent.

          6.20 Full Disclosure. None of the representations or warranties made
by the Company or any Restricted 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, statement or certificate furnished
by or on behalf of the Company or any Restricted Subsidiary in connection with
the Loan Documents, when taken as a whole, contains any untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading as of the time when made or
delivered.

          6.21 Maintenance of Accounts. Neither the Company nor any of its
Subsidiaries has or maintains any bank or other account containing or receiving
proceeds of the Collateral except the Collection Deposit Account and the
Concentration Account disclosed in the Collection Bank Agreement and the
Concentration Bank Agreement (including the schedules thereto), and accounts in
connection with the granting of Liens permitted under Section 8.01(g), (m), (o)
or (u) other than the Permitted PACC Accounts.

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          6.22 Receivables. Each Eligible Receivable pledged by the Company or a
Restricted Subsidiary to the Collateral Agent under the Collateral Documents
represents a final sale and delivery of merchandise or the rendition of services
by the Company to customers and is owned by the Company or such Restricted
Subsidiary free and clear of all Liens in favor of any Person other than the
Administrative Agent on behalf of the Banks and the Bank Swap Parties. Each such
Eligible Receivable has a liquidated amount maturing on a date specified in the
invoice or other supporting data covering such sale, and will not be subject to
any deduction, offset, counterclaim, return privilege or other condition, except
in the ordinary course of business.

          6.23 Inventory. Each of the Perfection Certificates of the Company
delivered to the Administrative Agent pursuant to Section 5.01(f) or Section
7.02(f), contains a true and complete list showing all states where the Company
maintains Inventory at the time such Certificate is so delivered.

          6.24 1997 Fixed Rate Note Indentures, 1998 Fixed Rate Note Indenture,
Holdings Exchange Debenture Indenture and 2003 Note Indenture. The Indebtedness
to be incurred by the Company under this Agreement is (i) "Permitted
Indebtedness" under the 1997 Fixed Rate Note Indentures pursuant to the
definition of such term contained therein and "Senior Debt" under the 1997 Fixed
Rate Note Indentures described in clause (ii) of the definition of the 1997
Fixed Rate Note Indentures pursuant to the definition of such term contained
therein, (ii) "Permitted Indebtedness" under the 1998 Fixed Rate Note Indenture
pursuant to the definition of such term contained therein, (iii) "Permitted
Indebtedness" under the Holdings Exchange Debenture Indenture pursuant to the
definition of such term contained therein and (iv) "Permitted Indebtedness"
under the 2003 Note Indenture pursuant to the definition of such term contained
therein. The execution, delivery and performance of the Loan Documents and the
provisions contained herein and therein do not contravene or conflict with,
result in a breach or violation of, or constitute a default under any of the
terms, conditions or provisions of the 1997 Fixed Rate Note Indentures, the 1997
Fixed Rate Notes, the 1998 Fixed Rate Note Indenture, the 1998 Fixed Rate Notes,
the Holdings Exchange Debentures, the Holdings Exchange Debentures Indenture,
the PAFC Bonds, the PAFC Bond Indenture, the PAFC Bond Guarantee, the Common
Security Agreement, the 2003 Notes or the 2003 Note Indenture.

          6.25 Material Adverse Effect. Except as specifically disclosed in
Schedule 6.25, since December 31, 2001, there has been no Material Adverse
Effect.

                                  ARTICLE VII.

                              AFFIRMATIVE COVENANTS

          So long as any Bank shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding:

          7.01 Financial Statements. The Company shall deliver to the
Administrative Agent, in form and detail satisfactory to the Majority Banks (and
the Administrative Agent shall deliver to the Banks electronically copies
thereof promptly upon the request of a Bank):

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          (a) as soon as available, but not later than ninety (90) days after
the end of each fiscal year, a copy of the audited consolidated and
consolidating balance sheet of the Company and its Subsidiaries as at the end of
such year and the related consolidated and consolidating 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
accompanied by the opinion of Deloitte & Touche or another nationally-recognized
independent public accounting firm ("Independent Auditor"), which report shall
state that such consolidated financial statements present fairly the financial
condition for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years. Such opinion shall not be qualified or limited
(including, without limitation, as to the scope of audit) and shall be delivered
to the Administrative Agent pursuant to a reliance agreement between the
Administrative Agent (on behalf of itself and the Banks) and such Independent
Auditor in form and substance satisfactory to the Administrative Agent;

          (b) as soon as available, but not later than forty-five (45) days
after the end of each of the Company's fiscal quarters of each fiscal year, a
copy of the unaudited consolidated and consolidating balance sheet of the
Company and its Subsidiaries as of the end of such quarter and the related
consolidated and consolidating 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, if such quarter is not the first fiscal quarter of the
fiscal year, then for the period commencing on the first day of such fiscal year
and ending on the last day of such quarter, setting forth in each case in
comparative form the figures for the corresponding quarter for the previous
fiscal year, and certified by a Responsible Officer as fairly presenting, in
accordance with GAAP (subject to ordinary, good faith year-end audit
adjustments), the consolidated financial position and results of operations of
the Company and its Subsidiaries;

          (c) as soon as available, but not later than thirty (30) days after
the end of each of the calendar months of each calendar year or, if the end of
any such calendar month is the last day of a fiscal quarter, then forty-five
(45) days after the end of such calendar month, a copy of the unaudited
consolidated and consolidating balance sheet of the Company and its Subsidiaries
as of the end of such month and the related consolidated and consolidating
statements of income, shareholders' equity and cash flows for the period
commencing on the first day and ending on the last day of such month and, if
such month is not the first month of the Company's fiscal year, then for the
period commencing on the first day of such fiscal year and ending on the last
day of such month, setting forth in each case in comparative form the figures
for the corresponding month for the previous fiscal year, and certified by a
Responsible Officer as fairly presenting, in accordance with GAAP (subject to
ordinary, good faith year-end audit adjustments), the consolidated financial
position and results of operations of the Company and its Subsidiaries; and

          (d) as soon as available but not later than January 31 of each fiscal
year of the Company, the Company's operating budget, plans and financial
forecasts, prepared in accordance with its normal accounting procedures applied
on a consistent basis, for such fiscal year (prepared for each calendar month
and each fiscal quarter during such fiscal year) including, without limitation,
(i) forecasted consolidated statements of income, cash flows and financial
condition of the Company and its Subsidiaries for each such period and
year-to-date, (ii) the amount of forecasted Capital Expenditures, together with
a detailed description thereof, for each

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such period, and (iii) promptly upon receipt thereof, copies of all reports
submitted to the Company by the Independent Auditor in connection with any
annual, interim or special audit of the books of the Company or any of its
Subsidiaries made by the Independent Auditor, including, without limitation, any
so-called management letter furnished to the Company or any of its Subsidiaries
by its accountants.

          7.02 Certificates; Other Information. The Company shall furnish to the
Administrative Agent (and the Administrative Agent shall deliver to the Banks
electronically copies thereof promptly upon the request of a Bank):

          (a) concurrently with the delivery of the financial statements
referred to in Section 7.01(a), a certificate of the Independent Auditor stating
that in making the examination necessary therefor no knowledge was obtained of
any Default or Event of Default, except as specified in such certificate;

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

          (c) promptly, copies of all financial statements and reports that
Holdings or the Company sends to their respective public securityholders, and
copies of all financial statements and regular, periodic or special reports
(including Forms 10-K, 10-Q and 8-K) that Holdings, the Company or any of their
respective Subsidiaries may make to, or file with, the SEC;

          (d) promptly upon the effectiveness thereof, copies of each amendment,
modification or restatement of or replacement or substitution for any of the
Institutional Finance Documents;

          (e) prior to the close of business on the tenth Business Day after (i)
the Sunday closest to the fifteenth day of each month, and (ii) the last
Business Day of each month, including the month in which the Effective Date
occurs, a certificate (the "Borrowing Base Certificate") substantially in the
form of Exhibit D to this Agreement, signed by a Responsible Officer, setting
forth, on an itemized basis, the Borrowing Base, as of the close of business on
such Sunday or month end (each a "Borrowing Base Measurement Date") and the
Borrowing Base computations based thereon, as well as certifications by a
Responsible Officer of the Company that the information set forth in such
Borrowing Base Certificate is true and correct and that from the date of the
most recent Borrowing Base Certificate previously delivered to the date of the
new Borrowing Base Certificate being delivered with such certification, no
Default or Event of Default has occurred and is continuing; provided, that if at
any time the excess of the Borrowing Base over the sum of (A) the Effective
Amount of all Loans plus (B) the Effective Amount of all L/C Obligations plus
(C) the Effective Amount of all Outstanding Eligible LOIs, is less than
$50,000,000, the Company shall deliver a Borrowing Base Certificate prior to the
close of business on the tenth Business Day after the Sunday of each week until
such time as the excess of the Borrowing Base over such sum is greater or equal
to $50,000,000. Notwithstanding the foregoing, the Company may deliver a
Borrowing Base Certificate at any time, setting forth, on an itemized basis, the
Borrowing Base, as of the close of business on any day (an "Interim Borrowing
Base Measurement Date") following the Borrowing Base Measurement Date in respect
of the most recently delivered Borrowing Base Certificate (it being

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understood that all items of the Borrowing Base shall be itemized as of such
Interim Borrowing Base Measurement Date and such date shall be prior to the date
of such Borrowing Base Certificate and the next Borrowing Base Measurement Date)
and otherwise in accordance with this Section 7.02(e). Each Borrowing Base
Certificate shall become effective upon the Administrative Agent's receipt
thereof and shall remain in effect until the earlier of (A) the receipt by the
Administrative Agent of the next Borrowing Base Certificate to be delivered
hereunder, and (B) the close of business on the date on which the next Borrowing
Base Certificate is required to be delivered hereunder; provided, that if the
Company certifies to the Administrative Agent that it is not able to provide a
Borrowing Base Certificate as of the Sunday closest to the fifteenth day of any
month due to circumstances beyond its control, the Company may, with the consent
of the Administrative Agent, provide a Borrower Base Certificate in lieu of the
Borrowing Base Certificate described in clause (i) above, on such date, and
dated as of a Sunday, reasonably acceptable to the Administrative Agent;

          (f) no later than ten (10) days after the removal of any Inventory of
the Company or a Restricted Subsidiary from the jurisdictions listed on the then
current Perfection Certificates to a jurisdiction not so listed, a revised
Perfection Certificate, executed by the Company, indicating the new location of
such Inventory;

          (g) promptly upon entering into a Swap Contract relating to interest
rates (or any amendments or modifications thereto) with any Bank Swap Party, a
copy of such Swap Contract (or such amendment or modification document);

          (h) as soon as available, but not later than thirty (30) days after
the end of each of the calendar months of each calendar year a report on
payables and the aging of receivables in a form satisfactory to the
Administrative Agent; and

          (i) promptly, such additional information regarding the business,
financial or corporate affairs of the Company or any of its Subsidiaries as the
Administrative Agent or any Bank may from time to time request.

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

          (a) of the occurrence of any Default or Event of Default, and of the
occurrence or existence of any event or circumstance that will foreseeably
become a Default or Event of Default;

          (b) of (i) any breach or non-performance of, or any default under, any
Contractual Obligation of the Company or any of its Subsidiaries which could
reasonably be expected to result in a Material Adverse Effect; and (ii) any
dispute, litigation, investigation, proceeding or suspension which may exist at
any time between the Company or any of its Subsidiaries and any Governmental
Authority;

          (c) of the commencement of, or any material development in, any
litigation or proceeding affecting the Company or any of its Subsidiaries (i) in
which the amount of damages claimed is $5,000,000 (or its equivalent in another
currency or currencies) or more, (ii) in which injunctive or similar relief is
sought and which, if adversely determined, would reasonably be

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expected to have a Material Adverse Effect, or (iii) in which the relief sought
is an injunction or other stay of the performance of any Loan Document;

          (d) upon, but in no event later than ten (10) days after, becoming
aware of (i) any and all enforcement, cleanup, removal or other governmental or
regulatory actions instituted, completed or threatened against the Company or
any of its Subsidiaries or any of their respective properties pursuant to any
applicable Environmental Laws that constitute Significant Environmental Issues,
(ii) any Environmental Claim in excess of $500,000, and (iii) any changes in
Environmental Laws which will require Capital Expenditures in excess of levels
assumed by the Company in the preparation of any financial models or projections
delivered to the Banks (including forecasts required by Section 7.01(d));

          (e) of any other litigation or proceeding affecting the Company or any
of its Subsidiaries which the Company would be required to report to the SEC
pursuant to the Exchange Act, within four days after reporting the same to the
SEC;

          (f) of the occurrence of any of the following events affecting the
Company or any ERISA Affiliate (but in no event more than ten (10) days after
such event), and deliver to the Administrative Agent and each Bank 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 the adoption of any amendment to a Plan subject to Section 412
     of the Code, if such adoption or amendment results in a material increase
     in contributions or Unfunded Pension Liability;

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

          (h) of any change (i) in the location of the Company's or any
Restricted Subsidiary's chief executive office, its principal place of business,
any office in which it maintains books or records relating to Collateral owned
by it or any office or facility at which Collateral owned by it is located
(including the establishment of any such new office or facility), or (ii) in the
Company's or any Restricted Subsidiary's Federal Taxpayer Identification Number
or organizational identification number; provided that notice under this
subsection (h) shall be deemed given if provided in a Perfection Certificate
delivered under 7.02(f).

          Each notice under this Section 7.03 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 Section 7.03(a) shall describe with particularity any and all clauses

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or provisions of the relevant Loan Document that have been (or foreseeably will
be) breached or violated.

          7.04 Preservation of Corporate Existence, Etc. The Company shall, and
shall cause each Restricted Subsidiary to:

          (a) preserve and maintain in full force and effect its corporate
existence (or equivalent) and good standing under the laws of its state or
jurisdiction of incorporation or organization unless such failure would not have
a Material Adverse Effect;

          (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 in connection with
transactions permitted by Section 8.03 and sales of assets permitted by Section
8.02;

          (c) use reasonable efforts, in the ordinary course of business, to
preserve its business organization and goodwill; 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 maintain, and shall
cause each Restricted Subsidiary to maintain, and preserve all its property
which is used or useful in its business in good working order and condition,
ordinary wear and tear excepted and make all necessary repairs thereto and
renewals and replacements thereof except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect. The Company and each
Restricted Subsidiary shall use the standard of care typical in the industry in
the operation and maintenance of its Facilities.

          7.06 Insurance. In addition to insurance requirements set forth in the
Collateral Documents, the Company shall maintain, and shall cause each
Restricted Subsidiary to maintain, with financially sound and reputable
independent insurers, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts as
are customarily carried under similar circumstances by such other Persons,
including workers' compensation insurance, public liability and property and
casualty insurance which amount shall not be reduced by the Company or any such
Restricted Subsidiary in the absence of thirty (30) days' prior written notice
to the Administrative Agent. All insurance policies listed on Schedule 7.06
shall name the Collateral Agent as loss payee and shall name the Administrative
Agent as an additional insured, in each case for the benefit of itself, the
Banks and the Bank Swap Parties, as its interests may appear. Each such policy
listed on Schedule 7.06 shall require, among other things, that no cancellation
or material modification of such policy shall be effective until thirty (30)
days prior written notice thereof shall have been provided to the Administrative
Agent. The Company shall furnish the Administrative Agent, with sufficient
copies for each Bank, at reasonable intervals (and in any event at least once
per calendar year) a certificate of a Responsible Officer of the Company and
each insurance broker of the Company setting forth the

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nature and extent of all insurance maintained by the Company and the Restricted
Subsidiaries in accordance with this Section or any Collateral Documents (and
which, in the case of a certificate of a broker, were placed through such
broker).

          7.07 Payment of Obligations. The Company shall, and shall cause each
Restricted Subsidiary to, pay and discharge as the same shall become due and
payable, all their respective material 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 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.

          7.08 Compliance with Laws. The Company shall comply, and shall cause
each Subsidiary 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), except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect. The Company shall, and shall cause each Restricted Subsidiary and each
of its and their ERISA Affiliates to: (a) maintain each Plan in compliance in
all respects with the applicable provisions of ERISA, the Code and other federal
or state law, except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect; (b) cause each Plan
which is qualified under Section 401(a) of the Code to maintain such
qualification, except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c) make all
required contributions to any Plan subject to Section 412 of the Code.

          7.09 Inspection of Property and Books and Records. The Company shall
maintain and shall cause each Restricted Subsidiary 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 Restricted
Subsidiary. The Company shall permit, and shall cause each Restricted Subsidiary
to permit, representatives and independent contractors of the Administrative
Agent or any Bank 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 times during
normal business hours and as often as may be reasonably desired, upon any
advance notice to the Company; provided when an Event of Default exists the
Administrative Agent or any Bank may do any of the foregoing at the expense of
the Company at any time during normal business hours and without advance notice.
Without limiting the

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generality of the foregoing, the Company agrees that semiannual Borrowing Base
audit examinations on or about March 31 and September 30 of each year beginning
in 2003 (or more frequently, as may be required by the Administrative Agent
acting alone or at the direction of the Lead Banks, in its or their sole
discretion) shall be conducted at the Company's cost and expense in scope and
detail satisfactory to the Administrative Agent or the Lead Banks, utilizing, at
the election of the Administrative Agent or the Lead Banks, in-house personnel
of the Administrative Agent or one or more Lead Banks, or one or more outside
appraisers selected by the Administrative Agent or the Lead Banks.

          7.10 Environmental Laws.

          (a) 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 that it will not be a breach of this covenant if
noncompliance could not reasonably be expected to result, individually or in the
aggregate, in a Material Adverse Effect.

          (b) Upon the written request of the Administrative Agent or the
Majority Banks, the Company shall submit and cause each of its Subsidiaries to
submit, to the Administrative Agent with sufficient copies for each Bank, at the
Company's sole cost and expense, at reasonable intervals, a report prepared by
an environmental consultant approved by the Administrative Agent or the Lead
Banks, in form and substance satisfactory to the Lead Banks, providing an update
of the status of any environmental, health or safety compliance, hazard or
liability issue or matter disclosed on Schedule 6.12 or identified in any notice
or report required pursuant to Section 7.03(d), that could reasonably be
expected to, individually or in the aggregate, result in liability in excess of
$15,000,000.

          (c) The Company shall perform all environmental remediation in respect
of the "Excluded Area" (as defined in the Port Arthur Purchase Agreement) in the
manner and at such times as are contemplated in the Company's remediation plan
as evidenced by the November 9, 1994 report of Black and Veatch Waste Science,
Inc. and RTM/Jones and Neuse, Inc. and the Texas Natural Resource Conservation
Commission, and, in addition, the Company shall comply with any further
Requirement of Law which becomes applicable to the Excluded Area. In the event
the Company revises its remediation plan in respect to the "Excluded Area"
(whether by reason of a further Requirement of Law or otherwise), the Company
shall promptly notify the Administrative Agent and the Banks of such revision,
in detail satisfactory to the Majority Banks, and shall comply with such revised
remediation plan.

          7.11 Use of Proceeds. The Company shall use the Letters of Credit and
up to an aggregate of $75,000,000 of the proceeds of the Loans at any time
outstanding for working capital and general corporate purposes and not (a) in
contravention of any Requirement of Law or of any Loan Document or any
Institutional Finance Document or (b) in any manner that would result in the
credit extended under this Agreement being in violation of Regulation T, U or X
of the FRB. In addition, the Company may use up to an aggregate of $150,000,000
of the proceeds of the Loans at any time outstanding solely to fund acquisitions
of Petroleum Inventory that are acquired in connection with acquisitions made in
compliance with the express terms of this Agreement; provided, that immediately
following making any such Loan, the Effective Amount of all Loans then
outstanding plus the Effective Amount of all L/C Obligations plus the Effective

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Amount of all Outstanding Eligible LOIs must be less than the sum of (i) the
lesser of (x) the combined Commitments then in effect and (y) the Borrowing Base
plus (ii) $100,000,000 on a pro forma basis as if such Loan had been made as of
the most recent Borrowing Base Measurement Date, and the Company shall furnish
to the Administrative Agent a Borrowing Base Certificate in accordance with the
requirements set forth in Section 7.02(e) of this Agreement to that effect.

          7.12 Further Assurances.

          (a) The Company shall ensure that all written information, exhibits
and reports furnished to the Administrative Agent or the Banks, when taken as a
whole, do not and will not contain any untrue statement of a material fact and
do not and will not omit to state any material fact or any fact necessary to
make the statements contained therein not misleading in light of the
circumstances under which they were made, and will promptly disclose to the
Administrative Agent and the Banks and correct any defect or error that may be
discovered therein or in any Loan Document or in the execution, acknowledgment
or recordation thereof.

          (b) Promptly upon request by the Administrative Agent or the Majority
Banks, the Company shall (and shall cause any of the Restricted 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,
financing statements in lieu of continuation statements and amendments thereto,
termination statements, notices of assignment, transfers, certificates,
assurances and other instruments the Administrative Agent or such Banks, as the
case may be, may require from time to time in order (i) to carry out more
effectively the purposes of any 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 the Banks the rights granted or now or hereafter
intended to be granted to the Administrative Agent or the Banks under any Loan
Document or under any other document executed in connection therewith.

          7.13 Account Customers.

          (a) The Company shall, and shall cause each of the Restricted
Subsidiaries to, promptly notify in writing all future wholesale account
customers and debtors that any amounts with respect to wholesale accounts
receivable shall be paid directly into the Concentration Account specifying in
such notice the name of the Concentration Bank and the branch and account number
of such account.

          (b) The Company shall, and shall cause each of the Restricted
Subsidiaries to, forward all funds received by the Company or such Restricted
Subsidiaries in respect of accounts receivable or any other Accounts (in each
case not otherwise deposited in a Collection Bank Account or the Concentration
Account) to the Concentration Account by wire transfer of immediately available
funds.

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          7.14 Accounts. The Company shall:

          (a) promptly upon, but in no event later than three (3) Business Days
after, the Company's learning thereof, inform the Administrative Agent and each
Bank in writing of any material delay by any Account Debtor in the performance
of any of such Account Debtor's obligations to the Company and of any material
allowance, credit or other money granted by the Company to any Account Debtor
owing more than $500,000; and

          (b) promptly upon, but in no event later than three (3) Business Days
after, the Company's receipt or learning thereof, furnish to and inform the
Administrative Agent and each Bank of all material information relating to the
adverse financial condition of any Account Debtor.

          7.15 Transfer of Funds into the Collection Bank Account and
Concentration Account.

          (a) The Company shall monitor daily the balances of the Lockbox and
the Company shall promptly initiate an Electronic Funds Transfer of the entire
available amount in such account or Lockbox to the Collection Deposit Account or
the Concentration Bank Account unless the balance in any such account or Lockbox
is less than $10,000.

          (b) With respect to direct transfers from any wholesale customer who
has authorized the Company to initiate ACH Transfers or other debits directly
from such customer's accounts into the Collection Deposit Account or the
Concentration Account from time to time to settle such customer's account with
the Company, the Company shall promptly initiate or direct the Collection Bank
or the Concentration Bank to initiate such ACH Transfer in the ordinary course
of the Company's business, consistent with past practice.

          (c) During the continuance of an Event of Default, the Administrative
Agent shall have the right, with full power of attorney in the place and stead
of the Company to initiate ACH Transfers from all wholesale customer accounts
that have been authorized for ACH Transfers, to the Collection Deposit Account
or the Concentration Bank Account, as applicable.

          7.16 Periodic Distributions by the Project Companies. The Company
shall cause the Project Companies to distribute to the Company, through the
declaration of a dividend, all Cash in excess of $20,000,000 at any time held in
the aggregate by one or more of the Project Companies in the PACC Operating
Account to the extent that doing so would not result in a breach of applicable
law. In addition to the immediately preceding sentence, in the event the
aggregate amount (including intercompany payables) owed by the Company to the
Project Companies exceeds $40,000,000 at any time, the Company shall immediately
cause the Project Companies to forgive such amounts to the extent that doing so
would not result in a breach of applicable law.

          7.17 MSCG Crude Oil Supply Agreements. The Company shall give the
Administrative Agent copies of all drafts of the MSCG Crude Oil Supply
Agreements and will not enter into the definitive MSCG Crude Oil Supply
Agreements without the prior written consent of the Administrative Agent.

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                                  ARTICLE VIII.

                               NEGATIVE COVENANTS

          So long as any Bank 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 Banks waive compliance in writing:

          8.01 Limitation on Liens. The Company shall not, and shall not suffer
or permit any Restricted Subsidiary 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
("Permitted Liens"):

          (a) any Lien (other than a Lien on the Collateral) existing on
property of the Company or any Restricted Subsidiary on the Effective Date and
set forth in Schedule 8.01 securing Indebtedness or other obligations
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, provided that no notice
of lien has been filed or recorded under the Code;

          (d) carriers', warehousemen's, mechanics', landlords', materialmen's,
repairmen's or other similar Liens 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 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) Liens (other than Liens on the Collateral) on the property of the
Company or its Restricted Subsidiary securing (i) the non-delinquent performance
of bids, trade contracts (other than for borrowed money), leases, statutory
obligations, (ii) obligations on surety and appeal bonds, and (iii) other
non-delinquent obligations of a like nature; in each case, incurred in the
ordinary course of business; provided all such Liens in the aggregate would not
(even if enforced) reasonably be expected to cause a Material Adverse Effect;

          (g) Liens consisting of judgment or judicial attachment liens,
provided that the enforcement of such Liens is effectively stayed and all such
Liens in the aggregate at any time outstanding for the Company and the
Restricted Subsidiaries do not exceed $5,000,000;

          (h) easements, rights-of-way, restrictions and other similar
encumbrances (other than Liens on the Collateral) which, in the aggregate, are
not substantial in amount, and which do

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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 the Restricted Subsidiaries;

          (i) Liens on assets (other than assets of the same type as the
Collateral) of Persons which become Restricted Subsidiaries after the date of
this Agreement; provided that (i) such Liens existed at the time the respective
corporations became Restricted Subsidiaries and were not created in anticipation
thereof and (ii) the Indebtedness and other obligations secured by such Liens is
permitted under Section 8.05;

          (j) purchase money security interests on any property (other than the
Collateral) acquired or held by the Company or any Restricted Subsidiary,
securing Indebtedness and other obligations incurred or assumed for the purpose
of financing all or any part of the cost of acquiring such property; provided
that (i) any such Lien attaches to such property concurrently with or within
sixty (60) days after the acquisition thereof, (ii) such Lien attaches solely to
the property so acquired in such transaction, (iii) the principal amount of the
debt 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 at any time exceed $15,000,000;

          (k) Liens (other than Liens on the Collateral) securing obligations in
respect of Capitalized Leases on assets subject to such leases; provided that
such Capitalized Leases are otherwise permitted hereunder;

          (l) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of setoff or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided that such deposit account is not a part of the
Collateral and is not subject to restrictions against access by the Company or
any Restricted Subsidiary, as the case may be, in excess of those set forth by
regulations promulgated by the FRB;

          (m) Liens consisting of pledges of Cash, Cash Equivalents, Qualifying
Investments or Treasury Securities owned by the Company to secure, on a
mark-to-market basis, obligations under Swap Contracts of the Company or any
Restricted Subsidiary relating to commodity prices entered into in the ordinary
course of business as bona fide hedging transactions or to secure petroleum
inventory delivery requirements resulting therefrom; provided that (i) the
counterparty to such Swap Contract is an entity listed on Schedule 8.01(m) of
this Agreement or an Affiliate of such an entity, or such counterparty is under
a similar requirement to deliver similar collateral from time to time to the
Company and the Restricted Subsidiary party thereto, and (ii) the aggregate
value of such collateral so pledged by the Company and the Restricted
Subsidiaries together in favor of all counterparties does not at any time exceed
$50,000,000;

          (n) Liens (other than Liens on the Collateral) (i) arising from
precautionary filings of UCC financing statements relating solely to operating
leases permitted by this Agreement and (ii) on equipment or intangible assets
purchased in connection with an operating lease permitted by this Agreement
granted to secure obligations under such operating lease;

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          (o) Liens on Cash or Qualifying Investments pledged in lieu of letters
of credit for bonding and performance requirements, insurance requirements and
workers' compensation requirements of the Company or any Restricted Subsidiary
so long as the aggregate amount of Cash and Qualifying Investments so pledged
does not exceed $10,000,000 at any time;

          (p) Liens on Inventory under Section 9-343 of the UCC as in effect in
the State of Texas as of the Effective Date;

          (q) Liens (other than Liens on the Collateral) on fixed assets of the
Company or any Restricted Subsidiary to secure tax-exempt industrial development
bonds permitted by Section 8.05(f) or (q);

          (r) Liens on stock or assets of Unrestricted Subsidiaries;

          (s) Liens created pursuant to the MSCG Crude Oil Supply Agreements;

          (t) leases of and easements for access to ancillary equipment (other
than the Collateral) necessary to operate the PACC Coker Project, which do not
in any case interfere with the ordinary conduct of the Company and the
Restricted Subsidiaries;

          (u) Liens on up to $140,000,000 of Cash, Cash Equivalents and/or
Qualifying Investments (and any amounts earned on the assets pledged pursuant to
this clause (u))used to secure Indebtedness permitted by Section 8.05(j);

          (v) Liens on the Memphis Assets existing on the date the Company
acquires the Memphis Assets (or created pursuant to after acquired property
clauses in existence on the date the Company acquires the Memphis Assets);
provided that such Liens existed at the time the Company acquires the Memphis
Assets and were not created in anticipation of such acquisition and the
Indebtedness and other obligations secured by such Liens is permitted under
Section 8.05;

          (w) other Liens securing Indebtedness of up to $2,000,000 at any time;
and

          (x) Liens on the assets of any of the Project Companies as in effect
as of June 6, 2002 or otherwise to secure the PAFC Bonds or any guarantee
thereof.

          8.02 Disposition of Assets. The Company shall not, and shall not
suffer or permit any Restricted Subsidiary to, directly or indirectly, sell,
assign, lease, convey, transfer or otherwise dispose of (whether in one or a
series of transactions and whether or not in a Sale-Leaseback Transaction) 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 promptly applied to the purchase
price of such replacement equipment;

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          (c) the sale of property pursuant to a Sale-Leaseback Transaction if
the resulting lease is permitted by Section 8.10;

          (d) the sale or liquidation of Cash Equivalents or Qualifying
Investments in accordance with the terms of the Loan Documents;

          (e) the sale of the assets set forth on Schedule 8.02;

          (f) the sale of stock or assets of Unrestricted Subsidiaries;

          (g) the sale, assignment, lease, conveyance, transfer or other
disposition of other property not described in clauses (a)-(f), the aggregate
fair market value of which does not exceed $25,000,000 per calendar year;
provided however that to the extent any portion of such $25,000,000 basket is
not utilized in any calendar year, up to $12,500,000 of such unutilized amount
shall be added to the amount of the aggregate fair market value of the assets
which may be sold, assigned, leased, conveyed, transferred or otherwise disposed
of under this clause (g) in the following year;

          (h) dispositions (if any) pursuant to the MSCG Crude Oil Supply
Agreements; and

          (i) the sale or transfer of any property or assets permitted under
Section 8.04.

          8.03 Consolidations and Mergers. The Company shall not, and shall not
suffer or permit any Restricted Subsidiary 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) any Restricted Subsidiary may merge with the Company, provided
that the Company shall be the continuing or surviving corporation, or with any
one or more Restricted Subsidiaries; provided that if any transaction shall be
between a Restricted Subsidiary and a wholly-owned Restricted Subsidiary, the
wholly-owned Restricted Subsidiary shall be the continuing or surviving
corporation;

          (b) any Restricted Subsidiary may sell all or substantially all of its
assets (upon voluntary liquidation or otherwise), to the Company or another
wholly-owned Restricted Subsidiary;

          (c) any Restricted Subsidiary may merge with any Person to effectuate
an acquisition of such Person whereafter the surviving corporation in such
merger is a Restricted Subsidiary; provided, that such acquisition is permitted
pursuant to Section 8.04; and

          (d) the Company may merge or consolidate with Holdings so long as (i)
the Company is the surviving entity of such merger or consolidation, (ii)
Holdings has no Indebtedness outstanding (or securities that are convertible
into or exchangeable for Indebtedness) immediately prior to such merger or
consolidation, (iii) Holdings has no other liabilities or obligations
outstanding in the opinion of the Administrative Agent and (iv) after

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giving effect to such merger or consolidation, no Default or Event of Default
shall have occurred and be continuing.

          8.04 Loans and Investments. The Company shall have no direct or
indirect Restricted Subsidiaries (other than the Pipeline Subsidiary and the
Subsidiaries listed on Schedule 6.17) without the prior written consent of the
Majority Banks unless such Restricted Subsidiary becomes a co-borrower or a
guarantor hereunder pursuant to an amendment to this Agreement and the other
Loan Documents (including if necessary, execution of a guarantee) in form and
substance satisfactory to the Administrative Agent to reflect such Restricted
Subsidiary becoming a co-borrower or guarantor hereunder (it being understood
that upon becoming such an obligor, exceptions to covenants which apply to the
Company shall apply to such Restricted Subsidiary and the assets of such
Restricted Subsidiary shall be pledged to the Collateral Agent for the benefit
of the Banks as collateral for the Obligations pursuant to an agreement in form
and substance reasonably satisfactory to the Administrative Agent and shall be
included in the calculation of the Borrowing Base on the same basis as are those
of the Company and any amendments to this Agreement or the other Loan Documents
shall reflect the foregoing), it being understood that reference herein to
"Restricted Subsidiaries" is to the Pipeline Subsidiary, the Subsidiaries listed
on Schedule 6.17, and any other Restricted Subsidiary which may be formed or
acquired after the date of this Agreement after obtaining such consent.
Notwithstanding the foregoing, each of the Project Companies shall be a
Restricted Subsidiary of the Company without being required to be a co-borrower
or guarantor hereunder. The Company shall not make or commit to make any
Investment in any Person including any Affiliate of the Company other than a
Restricted Subsidiary that satisfies the requirements of the preceding sentence,
except:

          (a) Investments in Cash Equivalents and Qualifying Investments in
which the Collateral Agent has a valid, perfected first priority Lien upon under
the Collateral Account Agreement;

          (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 in Joint Ventures to the extent permitted under
Section 8.09 in an aggregate amount not to exceed $20,000,000;

          (d) Investments in publicly traded stocks in an aggregate amount not
exceeding at any time $100,000;

          (e) promissory notes received as consideration in connection with any
sale permitted under Sections 8.02(e) and 8.02(f) or in settlement of claims;

          (f) Investments in respect of securities of another Person received by
the Company or any of its Subsidiaries in connection with a plan of
reorganization of such Person or a readjustment of its debts;

          (g) Investments in Treasury Securities, in Cash Equivalents and
Qualifying Investments pledged pursuant to Section 8.01(m) and in Qualifying
Investments pledged pursuant to Section 8.01(o);

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          (h) Investments in marketable securities other than those described in
clauses (a), (d), (f) and (g) in an aggregate amount not to exceed $5,000,000;

          (i) acquisitions made solely with (i) one or more equity issuances of,
and/or capital contributions to, the Company (or the net cash proceeds
therefrom); (ii) existing cash of the Company in an aggregate amount not
exceeding $25,000,000, (provided that after giving effect to any such
acquisition, the Company and its Restricted Subsidiaries have not incurred any
additional Indebtedness, other than acquired Indebtedness otherwise permitted
under Section 8.05) and/or (iii) proceeds of Loans as permitted under Section
7.11; provided that (a) the seller with respect to such acquisition has provided
an environmental indemnity (including with respect to costs and expenses)
reasonably satisfactory to the Administrative Agent, and (b) the Chief Financial
Officer of the Company delivers to the Administrative Agent a certificate
certifying that after giving effect to any debt service requirements applicable
to any acquired indebtedness in respect of any such acquisition, the earnings
before interest, tax, depreciation and amortization less capital expenditures
required for maintenance purposes with respect to the assets being acquired
shall be greater than zero for the two years immediately succeeding such
acquisition;

          (j) Investments other than those described in clauses (a), (b) and
(d)-(i) in an aggregate amount not exceeding $45,000,000, less the aggregate
amount of Investments outstanding that are described in Section 8.04(c);

          (k) capital contributions by the Company to the Project Companies
necessary to fund the PACC Bond Accounts in an aggregate amount not to exceed
the amounts required by the Common Security Agreement;

          (l) the performance by the Company of its obligations to any of the
Project Companies and by the Project Companies to the Company and each other;
provided that if such obligations are incurred pursuant to agreements entered
into after June 6, 2002, such obligations must comply with Section 8.06;

          (m) "Authorized Investments" (as such term is defined in the Common
Security Agreement) by the Project Companies;

          (n) loans or advances by any Project Company to any other Project
Company or to the Company;

          (o) Indebtedness permitted by Section 8.05(n);

          (p) the Memphis Acquisition and the payment of any retained interest
payments pursuant to the Memphis Acquisition Agreements; and

          (q) transactions pursuant to the MSCG Crude Oil Supply Agreements.

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

          (a) Indebtedness incurred pursuant to this Agreement;

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          (b) Indebtedness consisting of Contingent Obligations permitted
pursuant to Section 8.08;

          (c) Indebtedness existing on the Effective Date and set forth in
Schedule 8.05;

          (d) Indebtedness of the Company secured by Liens permitted by Sections
8.01(i), (j), (m) and (o);

          (e) Indebtedness of the Company represented by leases permitted
pursuant to Section 8.10;

          (f) Indebtedness of the Company with respect to tax-exempt industrial
development bonds in an aggregate amount not to exceed $75,000,000;

          (g) Indebtedness incurred to refinance in whole or in part the 1997
Fixed Rate Notes, the 1998 Fixed Rate Notes, the PAFC Bonds and/or the 2003
Notes and to pay any applicable premiums and expenses; provided, that the terms
of such Indebtedness are no less favorable, in the aggregate (as determined by
the Agents, in their sole discretion), to the Company or the Banks than are
contained in the applicable 1997 Fixed Rate Note Indentures, the 1998 Fixed Rate
Note Indenture, the PAFC Bond Indenture and/or the 2003 Note Indenture;

          (h) Indebtedness incurred by Unrestricted Subsidiaries to the extent
permitted under the 1997 Fixed Rate Note Indentures, the 1998 Fixed Rate Note
Indenture and the 2003 Note Indenture;

          (i) additional Indebtedness incurred by the Company in a total amount
outstanding at any time not exceeding $75,000,000 (which amount may be increased
to up to $300,000,000 if the Company's Consolidated Debt to Capitalization Ratio
(after giving pro forma effect to the incurrence of such Indebtedness) is less
than or equal to 0.60); provided, that the Company shall notify the
Administrative Agent of the incurrence of such Indebtedness on or before the
date it is incurred and that at the time of incurrence of any Indebtedness
pursuant to this clause (i), not more than $25,000,000 of all Indebtedness
outstanding under this clause (i) matures concurrently with or before the
scheduled final maturity of the Obligations owing hereunder; and provided,
further that Indebtedness incurred in accordance with this clause (i) may be
secured if the liens securing such Indebtedness are permitted under Section
8.01(i) hereof;

          (j) Indebtedness of the Company under letters of credit (other than
Letters of Credit) in an amount not to exceed $140,000,000; provided that not
more than $40,000,000 shall be incurred for purposes other than acquiring
Petroleum Inventory;

          (k) Indebtedness of PAFC evidenced by the PAFC Bonds;

          (l) Indebtedness of the Company evidenced by the PAFC Bond Guarantee;

          (m) Indebtedness of the Project Companies evidenced by any guarantee
of the Project Companies of the PAFC Bonds;

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          (n) Indebtedness of any Project Company owing to the Company or any
other Project Company and Indebtedness of the Company to the Project Companies,
in each case in connection with the purchase of Petroleum Products and other
products, capital expenditures, turn around maintenance expenditures and the
performance of services;

          (o) Indebtedness of the Company in the form of the retained interest
payments set forth in the Memphis Acquisition Agreements;

          (p) Indebtedness of the Company pursuant to the MSCG Crude Oil Supply
Agreements; and

          (q) Indebtedness of the Project Companies with respect to tax exempt
industrial development bonds in an aggregate amount not to exceed $50,000,000.

          8.06 Transactions with Affiliates. The Company shall not, and shall
not suffer or permit any Restricted Subsidiary to, enter into any transaction,
or enter into or suffer to exist any agreement, with any Affiliate of the
Company, except upon fair and reasonable terms no less favorable to the Company
or such Restricted Subsidiary than the Company or such Restricted Subsidiary
would obtain in a comparable arm's-length transaction with a Person not an
Affiliate of the Company or such Restricted Subsidiary; provided, that (a) this
Section 8.06 shall not prohibit payments by the Company which have been approved
by a majority of the board of directors of the Company, to the Fund Affiliates
or any advisor thereof in connection with any underwriting or placement services
or in respect of other investment banking activities, including without
limitation, acquisitions or divestitures and (b) so long as no Event of Default
has occurred or would occur as a result of such payment, the Company may make
payment to the Fund Affiliates of monitoring and management fees not to exceed
$2,000,000 in each twelve month period (which fees may be paid at any time if
not paid in the period accrued) plus reasonable expenses in connection
therewith.

          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 Contingent Obligations. The Company shall not, and shall not
suffer or permit any Restricted Subsidiary to, create, incur, assume or suffer
to exist any Contingent Obligations except:

          (a) endorsements for collection or deposit in the ordinary course of
business;

          (b) Swap Contracts of the Company relating to commodity prices entered
into in the ordinary course of business as bona fide hedging transactions;

          (c) Swap Contracts of the Company relating to interest rates entered
into in the ordinary course of business as bona fide hedging transactions with
Bank Swap Parties; provided, that the aggregate notional amount of all such Swap
Contracts at any time outstanding shall not

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exceed $300,000,000; and provided, further that no such Swap Contract shall have
a term greater than seven (7) years;

          (d) Contingent Obligations of the Company and its Restricted
Subsidiaries existing as of the Effective Date and listed in Schedule 8.08;

          (e) Contingent Obligations with respect to the Letters of Credit;

          (f) Contingent Obligations with respect to Outstanding Eligible LOIs
in an aggregate Effective Amount at any time not exceeding $75,000,000;

          (g) Contingent Obligations of the Company pursuant to the MSCG Crude
Oil Supply Agreements;

          (h) Contingent Obligations constituting Investments permitted by
Section 8.04;

          (i) Contingent Obligations of the Project Companies with respect to
Indebtedness permitted by Section 8.05(k);

          (j) Contingent Obligations of the Company with respect to Indebtedness
permitted by Section 8.05(l);

          (k) Contingent Obligations of the Project Companies with respect to
Indebtedness permitted by Section 8.05(m);

          (l) Contingent Obligations with respect to letters of credit (other
than Letters of Credit) permitted to be issued pursuant to Section 8.05 of this
Agreement;

          (m) Contingent Obligations of the Company with respect to the retained
interest payments set forth in the Memphis Acquisition Agreements; and

          (n) Other Contingent Obligations in an aggregate amount not to exceed
$2,000,000 at any time.

          8.09 Joint Ventures and Pipeline Subsidiary.

          (a) The Company shall not, and shall not suffer or permit any
Restricted Subsidiary to, enter into or at any time be a party to any Joint
Venture; provided that the Company or any Restricted Subsidiary may enter into
and be a party to any Joint Venture so long as (i) such Joint Venture is engaged
in the same line of business or in a related line of business as the line of
business engaged in by the Company, (ii) the sum of (A) the aggregate amount of
all Investments made by the Company and its Restricted Subsidiaries in any Joint
Venture on a cumulative basis (other than the aggregate amount of Investments
made by the Company in the Joint Venture relating to the Port Arthur Products
Station (the "PAPS Joint Venture")) and (B) the aggregate amount of all
Contingent Obligations incurred by the Company and its Restricted Subsidiaries
with respect to any Indebtedness of all Joint Ventures, shall not exceed in the
aggregate $20,000,000, and (iii) the aggregate amount of all Investments made by
the Company and its Restricted Subsidiaries in the PAPS Joint Venture on a
cumulative basis shall

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not exceed the amount that is required to be made by the Company pursuant to the
Port Arthur Purchase Agreement as in effect on April 19, 1995 or which is
otherwise required in order to repair and maintain, in the ordinary course of
business, tanks and other equipment in which the Company has an interest.
Notwithstanding the foregoing, the Company shall be permitted to enter into the
MSCG Crude Oil Supply Agreements.

          (b) The Company will not permit the Pipeline Subsidiary to engage in
any business or conduct any activity other than owning and operating all or a
portion of the Port Arthur Facilities. Without limiting the foregoing, the
Company will not permit the Pipeline Subsidiary to (i) incur or remain liable
with respect to any Indebtedness or Contingent Obligation, (ii) suffer to exist
any Lien other than Permitted Liens described in Sections 8.01(c), (d), (e),
(f), (g), (h) and (n), or (iii) make any loan, investment or capital
contribution to any Person.

          8.10 Lease Obligations. The Company shall not, and shall not suffer or
permit any Restricted Subsidiary to, create or suffer to exist any obligations
for the payment of rent for any property under lease or agreement to lease,
except for:

          (a) leases of the Company and of Restricted Subsidiaries in existence
on the Effective Date and any renewal, extension or refinancing thereof; and

          (b) Capitalized Leases and operating leases entered into by the
Company after the Effective Date in the ordinary course of business; provided
that as of any date of determination the aggregate annual rental payments for
all such Capitalized Leases and operating leases together with the leases
permitted by Section 8.10(a) for the four fiscal quarters following such date of
determination (and not including the fiscal quarter in which such date of
determination occurs) shall not exceed the greater of (i) $35,000,000, and (ii)
15% of EBITDA for the four fiscal quarters immediately preceding (or ending on,
if such date of determination is the end of a fiscal quarter) such date of
determination; provided that if EBITDA decreases after one or more leases have
been entered into in compliance with this Section 8.10(b) and as a result of
such decrease in EBITDA the limitations of clauses (i) and (ii) above are then
exceeded, the Company shall not be deemed to have breached this Section 8.10 by
reason of such decrease in EBITDA, provided that the Company shall not enter
into any new lease until such time as such new lease is then permitted by this
Section 8.10(b).

          8.11 Restricted Payments. The Company shall not, and shall not suffer
or permit any Restricted Subsidiary to, (i) declare or make any dividend payment
or other distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any class of the Company's capital stock,
(ii) purchase, redeem or otherwise acquire for value any shares of the Company's
capital stock or any warrants, rights or options to acquire such shares, now or
hereafter outstanding or (iii) make any payment (other than a refinancing
thereof permitted under this Agreement) of principal, or interest on, the 1997
Fixed Rate Notes, the 1998 Fixed Rate Notes or the 2003 Notes prior to the
applicable regularly scheduled principal and interest payment dates; provided,
that so long as no Default or Event of Default shall have occurred and be
continuing or would result from such declaration or payment, the Company may:
(a) declare and simultaneously make cash payments and distributions to Holdings
for the sole purposes of either (i) paying interest owed on or to prepay, redeem
or defease the Holdings

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Exchange Debentures or (ii) making payments of cash taxes which are due in
accordance with the terms of the Tax Sharing Agreement, (b) in addition to
clauses (a) and (e) of this Section 8.11, declare and simultaneously make cash
payments and distributions to Parent and/or Holdings, in an aggregate amount not
exceeding $25,000,000, (c) prepay or redeem out of cash on hand up to
$300,000,000 in aggregate principal amount of the 1997 Fixed Rate Notes, the
1998 Fixed Rate Notes or the 2003 Notes prior to the regularly scheduled payment
date thereof, provided, that there are no Loans outstanding during the
immediately preceding thirty (30) day period, and further provided that the
Company shall, prior to the making of any such prepayment or redemption, deliver
to the Administrative Agent a certificate of a Responsible Officer demonstrating
pro forma compliance with Section 8.16 and shall not incur any Loans for the
immediately succeeding ninety (90) day period, (d) in addition to (c) above,
prepay or redeem the 1997 Fixed Rate Notes, the 1998 Fixed Rate Notes and/or the
2003 Notes with the proceeds received from the issuance of Capital Stock of the
Company, Parent or Holdings and (e) the Company may declare and pay dividends or
make other distributions to Holdings in respect of overhead, tax liabilities,
legal, accounting and other reasonable professional fees and expenses and other
reasonable fees and expenses in connection with the maintenance of the existence
of Holdings and Parent and in order to permit Holdings and Parent to make
payments permitted by the proviso set forth in Section 8.06.

          8.12 Change in Business. The Company shall not, and shall not suffer
or permit any Restricted Subsidiary to, engage in any material line of business
substantially different from those lines of business carried on by the Company
and the Restricted Subsidiaries on the date of this Agreement.

          8.13 Accounting Changes. The Company shall not, and shall not suffer
or permit any of its Subsidiaries 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 such Subsidiary.

          8.14 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 be expected to result in liability of the Company
in an aggregate amount in excess of $2,000,000; or (b) engage in a transaction
that could reasonably be expected to be subject to Section 4069 or 4212(c) of
ERISA.

          8.15 Collection Banks and Concentration Banks; Cash, Cash Equivalents
and Qualifying Investments.

          (a) Except for the Permitted PACC Accounts, the Company and each of
its Restricted Subsidiaries will not (i) establish or maintain any additional
Collection Deposit Accounts or any banking or other account for the deposit of
proceeds of the Collateral, or close any Collection Deposit Account, except in
accordance with the terms of the Concentration Bank Agreement, (ii) close the
Concentration Account or establish any new accounts for the transfer of funds
from Collection Deposit Accounts, except in accordance with the terms of the
Concentration Bank Agreement or (iii) without the prior written consent of the
Administrative

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Agent, establish, appoint, arrange for or enter into any kind of agreement or
understanding with any entity (other than DB) with respect to such entity's
acting as the Concentration Bank.

          (b) Except for the Permitted PACC Accounts, the Company and each of
its Restricted Subsidiaries will not at any time have any Cash, Cash
Equivalents, Qualifying Investments, proceeds of the Collateral or any other
monies, investments, instruments, securities or cash equivalents in any banking,
investment or other account or in any other place other than in the
Concentration Account, or the Collateral Account; provided that the Company may
(i) have Cash and other proceeds of the Collateral received by the Company on
any day in the Lockbox in connection with its wholesale operations so long as
such Cash and such other proceeds of the Collateral in the Lockbox are deposited
into the Collection Deposit Account in accordance with reasonable business
practices and consistent with the Company's past practices, (ii) have Cash and
other proceeds of the Collateral received by the Company on any day in the
Collection Deposit Account so long as such Cash and such other proceeds of the
Collateral are deposited into the Concentration Account on such day or the next
day in accordance with the Collection Bank Agreement, (iii) have Cash in its
operating accounts described in Section 4(a) of the Concentration Account
Agreement so long as the Company disburses such Cash from such operating
accounts for valid business purposes promptly after such Cash is deposited into
such operating accounts, and (iv) pledge Cash, Cash Equivalents or Qualifying
Investments to the extent permitted by Sections 8.01(g), 8.01(m), 8.01(o) and
8.01(u).

          (c) Except for the Permitted PACC Accounts, the Company and each of
its Restricted Subsidiaries will not at any time establish or maintain any
commodities accounts other than the "Accounts" (as defined in the Commodities
Account Agreements) in which the Collateral Agent, on behalf of the
Administrative Agent, the Banks and the Bank Swap Parties, has a perfected
security interest.

          8.16 Financial Covenants.

          (a) The Company shall not permit Working Capital to be less than
$150,000,000.

          (b) The Company shall not permit the Tangible Net Worth of the Company
and the Restricted Subsidiaries, on a consolidated basis among them, to be less
than $650,000,000.

          (c) The Company shall not permit Cumulative Cash Flow to be less than
or equal to zero.

          8.17 Speculative Trading. The Company shall not, and shall not permit
any Subsidiary to (a) engage in transactions in futures contracts and options to
purchase or sell futures contracts for speculative purposes other than as part
of normal business operations as a risk-management strategy and/or a hedge
against changes resulting from market conditions, or (b) enter into any Swap
Contract or any other similar agreement other than to protect the Company
against fluctuations in interest rates, currency exchange rates or commodity
prices.

          8.18 Amendments of Certain Documents. The Company shall not, and shall
not permit any of its Subsidiaries to, amend or otherwise change the terms of,
or waive any rights under, the Common Security Agreement, the PAFC Bonds, any of
the 1997 Fixed Rate Notes, any of the 1998 Fixed Rate Notes, any of the 2003
Notes, any debt instrument entered into in

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connection with any refinancing thereof permitted under this Agreement, the PAFC
Bond Guarantee, the PAFC Bond Indenture, the 1997 Fixed Rate Note Indentures,
the 1998 Fixed Rate Note Indenture, the 2003 Note Indenture, the Memphis
Acquisition Agreements, the MSCG Crude Oil Supply Agreements, the Tax Sharing
Agreement, the Port Arthur Purchase Agreement or the documents executed in
connection therewith, if the effect of such amendment, change or waiver is to
increase materially the obligations of the Company thereunder (other than an
increase in the size of the transactions covered by the MSCG Crude Oil Supply
Agreements) or is otherwise materially adverse to the Company or the Banks;
provided, that the foregoing restriction shall not apply to any Unrestricted
Subsidiary in respect of any debt instrument entered into in connection with any
refinancing described above.

          8.19 Other Agreements. The Company shall not, and shall not suffer or
permit any Restricted Subsidiary to create or otherwise cause or suffer to exist
or become effective any consensual encumbrance or restriction which, by its
terms, restricts the ability of any Restricted Subsidiary of the Company to (i)
pay dividends or make any other distributions on any such Restricted
Subsidiary's Capital Stock or pay any Indebtedness owed to the Company or any
Restricted Subsidiary of the Company, (ii) make any loans or advances to the
Company or any Restricted Subsidiary of the Company, or (iii) transfer any of
its property or assets to the Company or any Restricted Subsidiary of the
Company, except for, in the case of clauses (i), (ii) and (iii) above, any
restrictions (a) existing under the Common Security Agreement, (b) pursuant to
an agreement relating to Indebtedness incurred by such Restricted Subsidiary
prior to the date on which such Restricted Subsidiary was acquired by the
Company and outstanding on such date and not incurred in anticipation of
becoming a Restricted Subsidiary, (c) imposed by virtue of applicable corporate
law or regulation and relating solely to the payment of dividends or
distributions to stockholders, (d) with respect to restrictions of the nature
described in clause (iii) above, included in a contract entered into in the
ordinary course of business and consistent with past practices that contains
provisions restricting the assignment of such contract or pursuant to any
agreement creating a Lien on the applicable property permitted by Section 8.01
or pursuant to any agreement pursuant to which the applicable property is to be
sold or leased in a transaction permitted by this Agreement, (e) pursuant to an
agreement effecting a renewal, extension, refinancing, refunding or replacement
of Indebtedness referred to in (a) or (b) above, provided, however, that the
provisions contained in such renewal, extension, refinancing, refunding or
replacement agreement relating to such encumbrance or restriction, taken as a
whole are not materially more restrictive than the provisions contained in the
agreement the subject of such renewal, extension, refinancing, refunding or
replacement, as determined in good faith by the Administrative Agent, or (f)
which shall not in the aggregate cause the Company to not have the funds
necessary to pay the principal of or interest, on the Loans and/or L/C
Obligations outstanding on any Settlement Date.

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                                   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 three (3)
days after the same becomes due, any interest, fee or any other amount payable
under any Loan Document, or the Company fails to Cash Collateralize any Letter
of Credit or Outstanding Eligible LOI when and as required to be Cash
Collateralized herein; or

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

          (c) Specific Defaults. The Company fails to perform or observe any
term, covenant or agreement contained in any of Sections 7.03(a) or 7.09 or
Article VIII; or

          (d) Other Defaults. The Company or any Subsidiary party thereto fails
to perform or observe (i) any term, covenant or agreement contained in Sections
7.01(c), 7.02 (e) or 7.03 (other than Section 7.03(a)) and such default shall
continue unremedied for a period of three (3) days or (ii) any other term or
agreement contained in this Agreement or any other Loan Document and such
default shall continue unremedied for a period of twenty (20) days, in each case
after the earlier of (x) the date upon which a Responsible Officer knew or
reasonably should have known of such failure and (y) the date upon which written
notice thereof is given to the Company by the Administrative Agent or any Bank;
or

          (e) Cross-Default. Holdings, the Company or any of their respective
Subsidiaries (other than an Unrestricted Subsidiary) (i) 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 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 (ii) 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, and such failure continues after the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure 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 such Indebtedness to
be

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declared to be due and payable prior to its stated maturity, or such Contingent
Obligation to become payable or cash collateral in respect thereof to be
demanded; or

          (f) Insolvency; Voluntary Proceedings. Holdings, the Company or any of
their respective Subsidiaries (other than any Restricted Subsidiary with total
assets of less than $1,000,000 and other than any Unrestricted Subsidiary) (i)
ceases or fails to be Solvent, or 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) voluntarily
ceases to conduct its business in the ordinary course; (iii) commences any
Insolvency Proceeding with respect to Holdings, the Company or any Restricted
Subsidiary with total assets of at least $1,000,000; or (iv) 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 Holdings, the Company or any of their respective
Subsidiaries (other than any Restricted Subsidiary with total assets of less
than $1,000,000 and other than any Unrestricted Subsidiary), or any writ,
judgment, warrant of attachment, execution or similar process, is issued or
levied against a substantial part of Holdings', the Company's or such Restricted
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 sixty (60) days
after commencement, filing or levy; (ii) Holdings, the Company or any of their
respective Subsidiaries (other than any Restricted Subsidiaries with total
assets of less than $1,000,000 and other than any Unrestricted 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) Holdings, the Company or any of
their respective Subsidiaries (other than any Restricted Subsidiaries with total
assets of less than $1,000,000 and other than any Unrestricted 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 under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC; (ii) there exists any Unfunded Pension Liability
among Pension Plans; or (iii) the Company, a Restricted Subsidiary or any ERISA
Affiliate shall fail to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan; in each case, which
individually or in the aggregate would reasonably be expected to result in a
Material Adverse Effect; or

          (i) Monetary Judgments. One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against the
Company or any Restricted 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 ten
(10) days after the entry thereof; or

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          (j) Non-Monetary Judgments. Any non-monetary judgment, order or decree
is entered against the Company or any Restricted Subsidiary which does or would
reasonably be expected to have a Material Adverse Effect, and there shall be any
period of ten (10) consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

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

          (l) Loss of Licenses. Any Governmental Authority revokes or fails to
renew any license, permit or franchise of the Company or any Restricted
Subsidiary, or the Company or any Restricted Subsidiary for any reason loses any
license, permit or franchise, or the Company or any Restricted 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 license, permit or franchise, in each case to the extent that
such revocation, such failure of renewal, such loss, or such imposition could
reasonably be expected to have a Material Adverse Effect; or

          (m) 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 and the effect thereof is to prevent the
     Collateral Agent on behalf of the Administrative Agent, the Banks and the
     Bank Swap Parties from realizing the practical benefits afforded by or
     purported to be afforded by such Collateral Document 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 subject only to Permitted Liens (other than solely due to the
     action or inaction of the Collateral Agent with respect to matters
     involving priority or perfection); or

          (n) Holdings amends or otherwise changes the terms of, or waives any
rights under, any of the Holdings Exchange Debenture Indenture or the Holdings
Exchange Debentures, and the effect of such amendment, change or waiver,
together with any other amendments, changes or waivers thereto previously made,
is to increase materially the obligations of Holdings or the Company or is
otherwise materially adverse to Holdings, the Company or the Banks.

          9.02 Remedies.

          If any Event of Default occurs, the Administrative Agent shall, at the
request of, or may, with the consent of, the Majority Banks,

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          (a) declare the commitment of each Bank to make Loans and any
obligation of any Issuing Bank to Issue Letters of Credit to be terminated,
whereupon such commitments and such obligations 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) and any Outstanding Eligible LOIs to be
immediately due and payable, and 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 or other
notice of any kind, all of which are hereby expressly waived by the Company;

          (c) require the Company to immediately deposit with the Administrative
Agent for each Letter of Credit then outstanding, Cash or Cash Equivalents in an
amount equal to 100% of the greatest amount drawable thereunder; and

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

provided, however, that upon the occurrence of any event specified in Section
(f) or (g) of Section 9.01 (in the case of clause (i) of Section (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each Bank
to make Loans and any obligation of any Issuing Bank to Issue Letters of Credit
shall automatically terminate and the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable without further act of the Administrative Agent, any Issuing
Bank or any Bank. If the Company makes any payments on Loans or to reimburse
unreimbursed drawings under Letters of Credit, in each case after the Banks have
exercised their remedies under Section 9.02(a) or the Banks have elected to have
the unpaid principal amount of all Loans and all interest and other amounts to
become due and payable, the Administrative Agent shall permanently reduce, to
the extent of such payments, the Commitments pro rata as between Tranche 1 Banks
and Tranche 2 Banks based on the Pro Rata Shares of the Banks during the
continuance of such events.

          9.03 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.

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                                   ARTICLE X.

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

          10.01 Appointment of Agent.

          (a) Each Bank hereby designates DB as Administrative Agent to act as
herein specified. Each Bank hereby irrevocably authorizes, and each holder of
any Note or participation in any Letter of Credit by the acceptance of a Note or
participation shall be deemed irrevocably to authorize, the Administrative Agent
to take such action on its behalf under the provisions of this Agreement and the
Notes and any other instruments and agreements referred to herein and to
exercise such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of the Administrative Agent by the terms
of this Agreement and thereof and such other powers as are reasonably incidental
thereto. The Administrative Agent shall designate the Collateral Agent to hold
all Collateral and shall itself hold all payments of principal, interest, fees,
charges and expenses received pursuant to any Loan Document for the benefit of
itself and the Banks to be distributed as provided herein. The Administrative
Agent may perform any of its duties hereunder by or through its agents or
employees.

          (b) The provisions of this Article X are solely for the benefit of the
Administrative Agent, the Collateral Agent and the Banks, and the Company shall
not have any rights as a third party beneficiary of any of the provisions of
this Article X (other than Section 10.09). In performing its functions and
duties under this Agreement, the Administrative Agent and the Collateral Agent
shall act solely as agent of the Banks and do not assume and shall not be deemed
to have assumed any obligation toward or relationship of agency or trust with or
for the Company or any of its Subsidiaries.

          10.02 Nature of Duties of Administrative Agent. The Administrative
Agent shall have no duties or responsibilities except those expressly set forth
in the Loan Documents. Neither the Administrative Agent nor any of its officers,
directors, employees or agents shall be liable for any action taken or omitted
by it as such hereunder or in connection herewith, unless caused by its or their
gross negligence or willful misconduct. The duties of the Administrative Agent
shall be mechanical and administrative in nature; the Administrative Agent shall
not have by reason of the Loan Documents a fiduciary relationship in respect of
any Bank; and nothing in the Loan Documents, expressed or implied, is intended
to or shall be so construed as to impose upon the Administrative Agent any
obligations in respect of the Loan Documents except as expressly set forth
herein or therein.

          10.03 Lack of Reliance on Agent-Related Persons.

          (a) Independently and without reliance upon any Agent-Related Persons,
each Bank, to the extent it deems appropriate, has made and shall continue to
make (i) its own independent investigation of the financial or other condition
and affairs of the Company and its Subsidiaries in connection with the taking or
not taking of any action in connection herewith and (ii) its own appraisal of
the creditworthiness of each of the Company and its Subsidiaries, and, except as
expressly provided in this Agreement, no Agent-Related Person shall have any
duty or responsibility, either initially or on a continuing basis, to provide
any Bank with any credit or

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other information with respect thereto, whether coming into its possession
before the making of the Loans or the issuance of any Letter of Credit or at any
time or times thereafter.

          (b) No Agent-Related Person shall be responsible to any Bank for any
recitals, statements, information, representations or warranties herein or in
any document, certificate or other writing delivered in connection herewith or
for the execution, effectiveness, genuineness, validity, enforceability,
collectibility, priority or sufficiency of any Loan Document or the financial or
other condition of the Company or its Subsidiaries. No Agent-Related Person
shall be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of any Loan Document,
or the financial condition of the Company or any of its Subsidiaries, or the
existence or possible existence of any Default or Event of Default, unless
specifically requested to do so in writing by any Bank.

          (c) For purposes of determining compliance with the conditions
specified in Section 5.01, each Bank 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 such Bank unless an officer of the Administrative Agent
responsible for the transactions contemplated by the Loan Documents shall have
received written notice from such Bank prior to the Effective Date specifying
its objection thereto and either such objection shall not have been withdrawn by
written notice to the Administrative Agent to that effect or such Bank shall not
have made available to the Administrative Agent the Bank's ratable portion of
the outstanding Loans.

          10.04 Certain Rights of the Administrative Agent. The Administrative
Agent shall have the right to request instructions from the Majority Banks at
any time. If the Administrative Agent shall request instructions from the
Majority Banks or Banks, as applicable, with respect to any act or action
(including the failure to act) in connection with any Loan Document, the
Administrative Agent shall be entitled to refrain from such act or taking such
action unless and until the Administrative Agent shall have received
instructions from the Majority Banks, and the Administrative Agent shall not
incur liability to any Person by reason of so refraining. Without limiting the
foregoing, no Bank shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Majority Banks.

          10.05 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, statement, certificate, telex, teletype or
telecopier message, cablegram, radiogram, order or other documentary,
teletransmission or telephone message believed by it to be genuine and correct
and to have been signed, sent or made by the proper person. The Administrative
Agent may consult with legal counsel (including counsel for the Company with
respect to matters concerning the Company), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

          10.06 Indemnification of Agent-Related Persons. To the extent any
Agent-Related Person is not reimbursed and indemnified by the Company, each Bank
will reimburse and indemnify such Agent-Related Person, in proportion to its
respective Commitment, for and

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against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including attorney costs) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against such Agent-Related Person in performing its duties
hereunder, in any way relating to or arising out of this Agreement, provided
that no Bank shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the gross negligence or willful misconduct of such
Agent-Related Person.

          10.07 Administrative Agent in Individual Capacity. With respect to its
obligation to lend under this Agreement, the Loans made by it and the Notes
issued to it, and its participation in Letters of Credit issued hereunder, DB
shall have the same rights and powers hereunder as any other Bank or holder of a
Note or participation interests and may exercise the same as though it was not
performing the duties specified herein; and the terms "Banks," "Majority Banks,"
"holders of Notes," or any similar terms shall, unless the context clearly
otherwise indicates, include the Administrative Agent in its individual
capacity. DB may accept deposits from, lend money to, acquire equity interests
in, and generally engage in any kind of banking, trust, financial advisory or
other business with the Company or any Affiliate of the Company as if it were
not performing the duties specified herein, and may accept fees and other
consideration from the Company for services in connection with the Loan
Documents and otherwise without having to account for the same to the Banks.

          10.08 Holders of Notes. The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes of the Loan
Documents unless and until a written notice of the assignment or transfer
thereof shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note, shall be conclusive
and binding on any subsequent holder, transferee or assignee of such Note or of
any Note or Notes issued in exchange therefor.

          10.09 Successor Administrative Agent.

          (a) The Administrative Agent may, upon thirty (30) Business Days'
notice to the Banks and the Company, resign at any time (effective upon the
appointment of a successor Administrative Agent pursuant to the provisions of
this Section 10.09) by giving written notice thereof to the Banks and the
Company. Such resignation of the Administrative Agent shall also operate as a
resignation of DB as an Issuing Bank (in respect of any Letters of Credit to be
issued after such resignation) and as Collateral Agent. Upon any such
resignation, the Majority Banks shall have the right, upon five (5) days' notice
and approval by the Company (which approval shall not be unreasonably withheld
or delayed), to appoint a successor Administrative Agent which shall also serve
as a successor Issuing Bank and successor Collateral Agent. If no successor
Administrative Agent (i) shall have been so appointed by the Majority Banks, and
(ii) shall have accepted such appointment, within thirty (30) days after the
retiring Administrative Agent's giving of notice of resignation then, upon five
(5) days notice, the retiring Administrative Agent may, on behalf of the Banks,
appoint a successor Administrative Agent, which shall also serve as a successor
Issuing Bank and successor Collateral Agent.

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          (b) Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under
this Agreement. After any retiring Administrative Agent's resignation hereunder
as Administrative Agent, the provisions of this Article X shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

          (c) In the event of a material breach by the Administrative Agent of
its duties hereunder, the Administrative Agent may be removed by the Majority
Banks (other than the Administrative Agent in its individual capacity and
without giving effect to any Loans or Commitments made by the Administrative
Agent in its individual capacity) for cause and the provisions of this Section
10.09 shall apply to the appointment of a successor Administrative Agent.
Removal of DB as Administrative Agent shall also operate as a removal of DB as
an Issuing Bank and Collateral Agent.

          10.10 Collateral Matters.

          (a) Each Bank authorizes and directs the Collateral Agent to enter
into the Collateral Documents for the benefit of the Banks. Each Bank hereby
agrees, and each holder of any Note by the acceptance thereof will be deemed to
agree, that, except as otherwise set forth herein, any action taken by the
Majority Banks in accordance with the provisions of this Credit Agreement or the
Collateral Documents, and the exercise by the Majority Banks of the powers set
forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the Banks. The
Administrative Agent and the Collateral Agent are hereby authorized on behalf of
all of the Banks, without the necessity of any notice to or further consent from
any Bank, from time to time prior to an Event of Default, to take any action
with respect to any Collateral or Collateral Documents which may be necessary to
perfect and maintain perfected the security interest in and liens upon the
Collateral granted pursuant to the Collateral Documents.

          (b) The Banks hereby authorize the Administrative Agent and the
Collateral Agent, at their option and in their discretion, to release any Lien
granted to or held by the Collateral Agent upon any Collateral (i) upon
termination of the Commitments and payment in full in cash and satisfaction of
all of the Obligations (other than those expressly stated to survive termination
of this Agreement, the repayment of the Loans and the termination of the
Commitments) at any time arising under or in respect of this Agreement or the
Loan Documents or the transactions contemplated hereby or thereby (including any
required Cash Collateralization), (ii) constituting property being sold or
disposed of upon receipt of the proceeds of such sale required (if applicable)
to be delivered to the Administrative Agent if the Company certifies to the
Administrative Agent that the sale or disposition is made in compliance with
Section 8.02 (and the Administrative Agent may rely conclusively on any such
certificate, without further inquiry), (iii) if approved, authorized or ratified
in writing by the Majority Banks, unless such release is required to be approved
by all of the Banks hereunder or (iv) constituting Cash, Cash Equivalents or
Qualifying Investments used for the purposes set forth in Sections 8.01(g), (m),
(o) or (u); provided, that at the time of such release no Default or Event of

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Default shall have occurred and be continuing; and provided, further, that, with
respect to clause (iv), at the time of such release or grant of Lien under
Section 8.01(g), (m), (o) or (u), and after giving effect thereto, the Effective
Amount of all Loans then outstanding plus the Effective Amount of all L/C
Obligations plus the Effective Amount of all Outstanding Eligible LOIs does not
exceed the Borrowing Base set forth in the most recent Borrowing Base
Certificate delivered in accordance with Section 7.02(e). Upon request by the
Administrative Agent at any time, the Banks will confirm in writing the
Administrative Agent's and the Collateral Agent's authority to release
particular types or items of Collateral pursuant to this Section 10.10.

          (c) Upon any sale and transfer of Collateral which is expressly
permitted pursuant to the terms of this Agreement, or consented to in writing by
the Majority Banks or all of the Banks, as applicable and upon at least five (5)
Business Days prior written request by the Company, the Collateral Agent shall
(and is hereby irrevocably authorized by the Banks to) execute such documents as
may be necessary to evidence the release of the Liens granted to the Collateral
Agent for the benefit of the Administrative Agent and the Banks herein or
pursuant to this Agreement upon the Collateral that was sold or transferred;
provided that (i) the Collateral Agent shall not be required to execute any such
document on terms which, in the Collateral Agent's opinion, would expose the
Collateral Agent to liability or create any obligation or entail any consequence
other than the release of such Liens without recourse or warranty and (ii) such
release shall not in any manner discharge, affect or impair the Obligations or
any Liens upon (or obligations of the Company or any of its Restricted
Subsidiaries in respect of) all interests retained by the Company or any of its
Restricted Subsidiaries, including (without limitation) the proceeds of the
sale, all of which shall continue to constitute part of the Collateral. In the
event of any sale or transfer of collateral, or any foreclosure with respect to
any of the collateral, the Administrative Agent and the Collateral Agent shall
be authorized to deduct all of the expenses reasonably incurred from the
proceeds of any such sale, transfer or foreclosure.

          (d) The Administrative Agent and the Collateral Agent shall have no
obligation whatsoever to the Banks or to any other Person to assure that the
Collateral exists or is owned by the Company or any of its Subsidiaries or is
cared for, protected or insured or that the Liens granted to the Collateral
Agent herein or pursuant to this Agreement have been properly or sufficiently or
lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise or to continue exercising at all or in any
manner or under any duty of care, disclosure or fidelity any of the rights,
authorities and powers granted or available to the Administrative Agent and the
Collateral Agent in this Section 10.10 or to the Collateral Agent in any of the
Collateral Documents, it being understood and agreed that in respect of the
Collateral, or any act, omission or event related thereto, the Administrative
Agent and the Collateral Agent may act in any manner they may deem appropriate
in their sole discretion, given the Administrative Agent's and the Collateral
Agent's own interest in the Collateral as one of the Banks and that the
Administrative Agent and the Collateral Agent shall have no duty or liability
whatsoever to the Banks, except for their gross negligence or willful
misconduct; provided that the Administrative Agent has prepared for filing in
the appropriate jurisdictions, financing statements, financing statements in
lieu of continuation statements or amendments thereto, as appropriate in the
reasonable discretion of the Administrative Agent, and has arranged for
appropriate recordation thereof in each such jurisdiction.

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          10.11 Actions with Respect to Default. In addition to the
Administrative Agent's right to take actions on its own accord as permitted
under this Agreement, the Administrative Agent shall take such action with
respect to a Default or Event of Default as shall be directed by the Majority
Banks; provided that until the Administrative Agent shall have received such
directions, the Administrative Agent shall (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable and in the best interests of the
Banks.

          10.12 Delivery of Information. The Administrative Agent shall not be
required to deliver to any Bank originals or copies of any documents,
instruments, notices, communications or other information received by the
Administrative Agent from the Company, Holdings, any of their respective
Subsidiaries, the Majority Banks, any Bank or any other Person under or in
connection with any Loan Document except (i) as specifically provided in any
Loan Document and (ii) as specifically requested from time to time in writing by
any Bank with respect to a specific document, instrument, notice or other
written communication received by and in the possession of the Administrative
Agent at the time of receipt of such request and then only in accordance with
such specific request.

          10.13 Liability of Agent-Related Persons. None of the Agent-Related
Persons shall (i) be liable for any action taken or omitted to be taken by any
of them under or in connection with any Loan Document or the transactions
contemplated thereby (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Banks for any
recital, statement, representation or warranty made by the Company or any of its
Subsidiaries or Affiliates, or any officer thereof, contained in any Loan
Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by any Agent-Related Person under or in
connection with any Loan Document, or for the value of or title to any
Collateral, or the validity, effectiveness, genuineness, enforceability or
sufficiency of any Loan Document, or for any failure of the Company or any other
party to any Loan Document to perform its obligations hereunder or thereunder.
No Agent-Related Person shall be under any obligation to any Bank to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, any Loan Document, or to inspect the properties,
books or records of the Company or any of the Company's Subsidiaries or
Affiliates.

          10.14 Agents Other Than Administrative Agent. Unless expressly
provided for herein, none of the Banks identified on the facing page or
signature pages of this Agreement as the Syndication Agent shall have any
obligation, liability, responsibility or duty under this Agreement other than,
in the case of the Syndication Agent, those applicable to all Banks as such.
Each Bank acknowledges that it has not relied, and will not rely, on any of the
Banks so identified in deciding to enter into this Agreement or in taking or not
taking action hereunder.

                                   ARTICLE XI.

                                  MISCELLANEOUS

          11.01 Amendments and Waivers. Except as otherwise expressly permitted
herein, no amendment or waiver of any provision of any Loan Document, and no
consent with

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respect to any departure by the Company or any of its Subsidiaries therefrom,
shall be effective unless the same shall be in writing and signed by the
Majority Banks (or by the Administrative Agent at the written request of the
Majority Banks) 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 that no such
waiver, amendment, or consent shall, unless in writing and signed by all the
Banks and the Company and acknowledged by the Administrative Agent, do any of
the following:

          (a) increase the maximum Effective Amount of Loans permitted to be
outstanding at any time hereunder to an amount greater than $200,000,000;

          (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 Banks (or any of them) hereunder or under any other Loan Document;

          (c) reduce the principal of, or the rate of interest specified herein
on any Loan, or (subject to clause (iv) below) any fees or other amounts payable
hereunder or under any other Loan Document;

          (d) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Loans which is required for the Banks or any of
them to take any action hereunder; or

          (e) amend this Section, or Section 4.11, or any provision herein
providing for consent or other action by all Banks;

          (f) release a material portion of the Collateral or allow other
creditors to share in the Collateral except as otherwise may be provided in the
Collateral Documents;

          (g) increase the percentages set forth in the definition of "Borrowing
Base" above the percentages set forth therein on the Effective Date or amend
this Agreement such that the Effective Amount of all L/C Obligations plus the
Effective Amount of all Outstanding Eligible LOIs plus the Effective Amount of
all Loans could exceed the lesser of the combined Commitments then in effect and
the Borrowing Base then in effect; or

          (h) extend the duration of an Interest Period beyond six (6) months;

and provided further, that (i) no amendment, waiver or consent shall increase or
extend the Commitment of any Bank (or reinstate any Commitment terminated
pursuant to Section 9.02(a)) unless such amendment, waiver or consent is in
writing and signed by such Bank, (ii) no amendment, waiver or consent shall,
unless in writing and signed by the applicable Issuing Bank in addition to the
Majority Banks or all the Banks, as the case may be, affect the rights or duties
of the applicable Issuing Bank under this Agreement or any L/C-Related Document
relating to any Letter of Credit Issued or to be Issued by it, (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Majority Banks or all the Banks, as the
case may be, affect the rights or duties of the Administrative Agent under any
Loan Document, (iv) no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent, the Syndication Agent and Banks holding at
least 66 2/3% of the aggregate

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Commitments, having the effect of increasing the maximum Effective Amount of
Loans permitted to be used for (a) working capital and general corporate
purposes to an amount greater than $75,000,000 at any time or (b) acquisitions
as provided in the second sentence of Section 7.11 to an amount greater than
$150,000,000 at any time, (v) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent and the Syndication Agent and
Banks holding at least 66 2/3% of the aggregate Commitments, have the effect of
otherwise increasing the Borrowing Base (other than any increase that is solely
the result of an action taken unilaterally by the Administrative Agent that
reverses a prior action unilaterally taken by the Administrative Agent (so long
as the taking of such first action was permitted under this Agreement) or an
action which is expressly permitted to be taken by the Administrative Agent or
the Agents unilaterally), (vi) the Fee Letters may be amended, or rights and
privileges thereunder waived, in a writing executed by the parties thereto, and
(vii) no amendment to (a) the definition of "Trigger Event" or "Pro Rata Share,"
(b) Section 3.03(b) (including any definitions used therein), (c) the last
sentence in Section 9.02, or (d) during the continuance of any Trigger Event,
any provision of Section 5.05, shall be effective unless such waiver is in
writing and signed by (i) both (x) Banks holding a majority of the Tranche 1
Commitments and (y) Banks holding a majority of the Tranche 2 Commitments or
(ii) if the aggregate Commitments have been terminated or reduced to zero, Banks
then holding at least 51% of the sum of the aggregate unpaid principal amount of
Loans outstanding and the aggregate L/C Obligations outstanding.

          11.02 Notices.

          (a) All notices, requests and other communications shall be in writing
(including, unless the context expressly otherwise provides, by facsimile
transmission) or, in the case of Letters of Credit, electronically, provided
that any matter transmitted by the Company by facsimile (i) shall be immediately
confirmed by a telephone call to the recipient at the number specified on the
signature page of such Bank attached to this Agreement, and (ii) shall be
followed promptly by delivery of a hard copy original thereof and if such
notice, request or communication is mailed, faxed or delivered, to the address
or facsimile number specified for notices on the signature page of such Bank
attached to this Agreement; or, as directed to the Company or the Administrative
Agent, to such other address as shall be designated by such party in a written
notice to the other parties, and as directed to any other party, at such other
address as shall be designated by such party in a written notice to the Company
and the Administrative Agent.

          (b) All such notices, requests and communications shall, when
transmitted by overnight delivery or electronically, or faxed, be effective when
delivered for overnight (next-day) delivery, transmitted electronically or
transmitted in legible form by facsimile machine, respectively, or if mailed,
upon the third Business Day after the date deposited into the U.S. mail, or if
delivered, upon delivery; except that notices pursuant to Article II, III or X
shall not be effective until actually received (by overnight delivery,
electronically, fax or mail) by the Administrative Agent or the Collateral
Agent, as the case may be, and notices pursuant to Article III to any Issuing
Bank shall not be effective until actually received (by overnight delivery,
electronically, fax or mail) by such Issuing Bank and the Administrative Agent
at the address specified for such "Issuing Bank" and the Administrative Agent on
the applicable signature page of this Agreement.

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          (c) Any agreement of the Administrative Agent, the Collateral Agent
and the Banks herein to receive certain notices by telephone or facsimile is
solely for the convenience and at the request of the Company. The Administrative
Agent, the Collateral Agent and the Banks shall be entitled to rely on the
authority of any Person purporting to be a Person authorized by the Company to
give such notice and the Administrative Agent, the Collateral Agent and the
Banks shall not have any liability to the Company or other Person on account of
any action taken or not taken by the Administrative Agent, the Collateral Agent
or the Banks in reliance upon such telephonic or facsimile notice. The
obligation of the Company to repay the Loans and L/C Obligations shall not be
affected in any way or to any extent by any failure by the Administrative Agent,
the Collateral Agent and the Banks to receive written confirmation of any
telephonic or facsimile notice or the receipt by the Administrative Agent, the
Collateral Agent and the Banks of a confirmation which is at variance with the
terms understood by the Administrative Agent, the Collateral Agent and the Banks
to be contained in the telephonic or facsimile notice.

          11.03 No Waiver: Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent, the Collateral
Agent or any Bank, 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 Indemnity.

          (a) Whether or not the transactions contemplated hereby are
consummated, the Company shall indemnify, defend and hold the Agent-Related
Persons, each Issuing Bank and each Bank, their respective Affiliates and each
of their respective officers, directors, trustees, employees, counsel, agents
and attorneys-in-fact (each, an "Indemnified Person") harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements (including fees and
expenses of any law firm or external counsel) of any kind or nature whatsoever
which may at any time (including at any time following repayment of the Loans,
the termination of the Commitments and the Letters of Credit and the
termination, resignation or replacement of the Administrative Agent or
replacement of any Bank) be imposed on, incurred by or asserted against any such
Person in any way relating to or arising out of this Agreement or any document
contemplated by or referred to herein, or the transactions contemplated hereby,
or any action taken or omitted by any such Person under or in connection with
any of the foregoing, including with respect to any investigation, litigation or
proceeding (including any Insolvency Proceeding or appellate proceeding) related
to or arising out of any Loan Document or the Loans or Letters of Credit or the
use of the proceeds thereof, whether or not any Indemnified Person is a party
thereto (all the foregoing, collectively, the "Indemnified Liabilities");
provided that the Company shall have no obligation hereunder to any Indemnified
Person with respect to Indemnified Liabilities resulting primarily from the
gross negligence or willful misconduct of such Indemnified Person. The
agreements in this Section shall survive payment of all other Obligations.

          (b) (i) The Company shall indemnify, defend and hold harmless each
Indemnified Person, from and against any and all claims, liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses or disbursements (including

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reasonable (giving due regard to prevailing circumstances) fees and expenses of
any law firm or external counsel and the allocated cost of internal
environmental audit or review services), which may be incurred by or asserted
against such Indemnified Person in connection with or arising out of any pending
or threatened investigation, litigation or proceeding, or any action taken by
any Person, with respect to any Environmental Claim arising out of or related to
any property subject to a mortgage in favor of the Collateral Agent or any Bank.
No action taken by legal counsel chosen by the Administrative Agent, the
Collateral Agent or any Bank in defending against any such investigation,
litigation or proceeding or requested remedial, removal or response action shall
vitiate or in any way impair the Company's obligation and duty hereunder to
indemnify and hold harmless the Administrative Agent, the Collateral Agent and
each Bank.

          (ii) In no event shall any site visit, observation, or testing by the
Administrative Agent, the Collateral Agent or any Bank (or any contractee of the
Administrative Agent, the Collateral Agent or any Bank) be deemed a
representation or warranty by the Administrative Agent, the Collateral Agent or
any Bank that Hazardous Materials are or are not present in, on, or under, the
site, or that there has been or shall be compliance with any Environmental Law.
Neither the Company nor any other Person is entitled to rely on any site visit,
observation, or testing by the Administrative Agent, the Collateral Agent or any
Bank. Neither the Administrative Agent, the Collateral Agent nor any Bank owes
any duty of care to protect the Company or any other Person against, or to
inform the Company or any other party of, any Hazardous Materials or any other
adverse condition affecting any site or property. Neither the Administrative
Agent, the Collateral Agent nor any Bank shall be obligated to disclose to the
Company or any other Person any report or findings made as a result of, or in
connection with, any site visit, observation, or testing by the Administrative
Agent, the Collateral Agent or any Bank. The Company hereby acknowledges,
represents and warrants that the Company and its Subsidiaries are solely
responsible for the management and operation of the Facilities and that the
financial covenants and capital expenditure covenants set forth herein have been
set, by mutual agreement based upon financial information provided by the
Company, at levels the Company has determined, based on information known to the
Company at this time, will permit the expenditure of such amounts as are
necessary to insure that the Facilities comply with applicable Environmental
Laws at all times. Notwithstanding such covenants, but without in any way
limiting the rights and remedies of the Banks hereunder, the Company and its
Subsidiaries shall have the sole responsibility for ensuring that the Facilities
comply with applicable Environmental Laws and shall remain obligated to make all
expenditures necessary to ensure such compliance.

          (c) Survival; Defense. The obligations in this Section shall survive
payment of all other Obligations and the termination of the Commitments. At the
election of any Indemnified Person, the Company shall defend such Indemnified
Person using legal counsel satisfactory to such Indemnified Person in such
Person's sole discretion, at the sole cost and expense of the Company. All
amounts owing under this Section shall be paid within thirty (30) days after
demand.

          11.05 Marshaling; Payments Set Aside. Neither the Administrative
Agent, the Collateral Agent, nor the Banks shall be under any obligation to
marshal any assets in favor of the Company or any other Person or against or in
payment of any or all of the Obligations. To the extent that the Company makes a
payment to the Administrative Agent or the Banks, or the

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Administrative Agent or the Banks 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 Bank 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
Bank 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.

          11.06 Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties to this Agreement and
their respective successors and assigns subject to Section 11.07.

          11.07 Assignments, Participations, etc.

          (a) Company Assignment. The Company shall not assign this Agreement,
or any rights or obligations hereunder, without the prior written consent of the
Administrative Agent and all of the Banks; any assignment in violation of the
foregoing shall be void.

          (b) Bank Assignments. Each Bank may assign to one or more banks or
other institutions (including funds that buy or invest in loans) that are
legally permitted by their constituent documents to be a "Bank" for purposes of
this Agreement all or a portion of its rights and obligations under this
Agreement, the Notes and the other Loan Documents, with (subject to the
penultimate sentence of this paragraph) the consent of the Administrative Agent,
the Issuing Banks, and, so long as there is no Default or Event of Default, the
Company, which consent shall not be unreasonably withheld or delayed, and upon
execution and delivery to the Administrative Agent, for its acceptance and
recording in the Register (as defined below), of an agreement in substantially
the form of Exhibit H (an "Assignment and Assumption Agreement"), together with
surrender of any Note or Notes subject to such assignment and a processing and
recordation fee of $3,000 payable to the Administrative Agent for its account.
Subject to the penultimate sentence of this paragraph, no such assignment shall
be for less than $5,000,000 of the combined Commitments (or $1,000,000 in the
aggregate to Related Funds if such assignment is with respect to a Tranche 1
Commitment), unless it is to another Bank, to a Related Fund or unless it is an
assignment of all of a Bank's Pro Rata Share of outstanding Loans. This Section
does not apply to branches and Affiliates of a Bank, it being understood that a
Bank may make, carry or transfer Loans at or for the account of any of its
branch offices or Affiliates without consent of the Administrative Agent., the
Issuing Banks or the Company. No consent (other than the consent of the
Administrative Agent), or minimum shall apply to any assignment by the initial
Tranche 1 Bank to any bank or other financial institution (including funds that
buy or invest in loans) so long as such investor or lender is legally permitted
under its constituent documents to receive such assignment, and no consent,
minimum or processing and recordation fee of $3,000 shall apply to any
assignment by a Bank to any Related Fund of such Bank or any other Bank. Nothing
in this Agreement shall prevent or prohibit any Bank from pledging its Loans and
Notes hereunder to a Federal Reserve Bank in support of borrowings made by such
Bank from such Federal Reserve Bank and, with prior notification to the
Administrative Agent (but without the

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consent of the Administrative Agent, any Issuing Bank or the Company), any Bank
which is a fund that buys or invests in loans may pledge all or any portion of
its Loans and Notes to its trustee, to a collateral agent or to another creditor
providing credit or credit support to such Bank in support of its obligations to
such trustee, such collateral agent or a holder of such obligations, or such
other creditor as the case may be. No pledge pursuant to this clause (b) shall
release such Bank from any of its obligations hereunder.

          (c) Agent's Register. The Administrative Agent shall maintain a
register of the names and addresses of the Banks, their Commitments, and the
principal amount of their Loans (the "Register"). The Agent shall also maintain
a copy of each Assignment and Assumption Agreement delivered to and accepted by
it and modify the Register to give effect to each Assignment and Assumption
Agreement. Upon its receipt of each Assignment and Assumption Agreement and
surrender of the affected Note or Notes in accordance with Section 11.07(b), the
Agent will give prompt notice thereof to the Company and deliver to the Company
a copy of the Assignment and Assumption Agreement and the surrendered Note or
Notes. Within five (5) Business Days after its receipt of such notice, the
Company shall execute and deliver to the Administrative Agent a new Note or
Notes to the order of the assignee in the amount of the Commitment or
Commitments assumed by it and to the assignor in the amount of the Commitment or
Commitments retained by it, if any. Such new Note or Notes shall re-evidence the
Indebtedness outstanding under the surrendered Note or Notes and shall be dated
as of the Effective Date. The Administrative Agent shall be entitled to rely
upon the Register exclusively for purposes of identifying the Banks hereunder.

          (d) Bank Participations. Each Bank may sell participations (without
the consent of the Administrative Agent, the Company or any other Bank) to one
or more parties in or to all or a portion of its rights and obligations under
this Agreement, the Notes and the other Loan Documents. Notwithstanding a Bank's
sale of a participation interest, its obligations hereunder shall remain
unchanged. The Company, the Agent, and the other Banks shall continue to deal
solely and directly with such Bank. No participant shall have rights to approve
any amendment or waiver of this Agreement except to the extent such amendment or
waiver would (i) increase the commitment of the Bank from whom the participant
purchased its participation interest, (ii) reduce the principal of, or rate or
amount of interest on the Loans subject to such participation, (iii) postpone
any date fixed for any payment of principal of, or interest on, the Loans
subject to the participation interest, and (iv) release all or a substantial
portion of the Collateral, other than, in each case, when otherwise permitted
hereunder.

          (e) Disclosure of Information. In connection with their efforts to
assign or sell participations pursuant to Sections 11.07(b) and (d), the
Administrative Agent or the Banks may disclose any information they have, now or
in the future, with respect to the business of the Company and its Subsidiaries
to prospective assignees or purchasers, provided that such prospective assignees
or purchasers agree in writing to be bound by the provisions of Section 11.08.

          11.08 Confidentiality. Except as otherwise provided in this Section
11.08, each Bank agrees that it will not disclose without the prior consent of
the Company, any information with respect to the Company or any of its
Subsidiaries which is furnished pursuant to this Agreement and which is
designated by the Company to the Banks in writing as confidential,

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provided that any Bank may disclose any such information (a) to its Affiliates,
employees, auditors or counsel, or to another Bank if the disclosing Bank or
such disclosing Bank's holding or parent company in its reasonable discretion
determines that any such party should have access to such information, provided
that each such person will be advised of the confidential nature of such
information, (b) as has become generally available to the public, (c) as may be
required or appropriate in any report, statement or testimony submitted to any
Governmental Authority having or claiming to have jurisdiction over such Bank,
(d) as may be required or appropriate in response to any summons or subpoena or
in connection with any litigation, (e) any Person to which such Bank offers to
sell all or any portion of its Commitment or a participation therein provided
such Person agrees to keep such information confidential on the terms set forth
in this Section 11.08, and (f) in order to comply with any Requirement of Law.

          11.09 Set-off. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank (other than the Tranche 1 Banks unless the Loans have
been accelerated) 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 full
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 Bank to or for the credit or the account
of the Company against any and all Obligations owing to such Bank, now or
hereafter existing, irrespective of whether or not the Administrative Agent or
such Bank shall have made demand under this Agreement or any Loan Document and
although such Obligations may be contingent or unmatured or fully secured. Each
Bank agrees promptly to notify the Company and the Administrative Agent after
any such set-off and application made by such Bank; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.

          11.10 Notification of Addresses, Lending Offices, Etc. Each Bank shall
notify the Administrative Agent in writing of any changes in the address to
which notices to the Bank 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.

          11.11 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.

          11.12 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.

          11.13 No Third Parties Benefitted. This Agreement is made and entered
into for the sole protection and legal benefit of the Company, the Banks, 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.

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          11.14 Governing Law and Jurisdiction.

          (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE
ADMINISTRATIVE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
LAW.

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK 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 ADMINISTRATIVE AGENT, THE ISSUING BANKS AND
THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE BANKS 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 TO THIS AGREEMENT. THE COMPANY, THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE BANKS EACH WAIVE PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY
OTHER MEANS PERMITTED BY NEW YORK LAW.

          11.15 Waiver of Jury Trial. THE COMPANY, THE ISSUING BANKS, THE BANKS
AND THE ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY
JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO
THE LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES
AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY,
THE BANKS, THE ISSUING BANKS AND THE ADMINISTRATIVE AGENT EACH AGREE THAT ANY
SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY
ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THE LOAN DOCUMENTS OR ANY PROVISION
THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THE LOAN DOCUMENTS.

          11.16 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
the Banks and the Administrative Agent, and supersedes all prior or
contemporaneous agreements and

                                       115

<PAGE>

understandings of such Persons, verbal or written, relating to the subject
matter of this Agreement and thereof.

          11.17 Acknowledgement And Restatement

          (a) Existing Obligations. The Company hereby acknowledges, confirms
and agrees that the Company is indebted to the Banks as of the close of business
on February 8, 2003 (i) in respect of Loans to the Company under the Existing
Loan Documents, in the aggregate principal amount of $0 and (ii) in respect of
L/C Obligations under the Existing Loan Documents, in the aggregate face amount
of $612,481,631.62, in each case together with all interest accrued and accruing
thereon (to the extent applicable), and all costs, fees, expenses and other
charges relating thereto, all of which are unconditionally owing by the Company
to the Banks, without offset, defense or counterclaim of any kind, nature or
description whatsoever.

          (b) Acknowledgement of Security Interest. The Company hereby
acknowledges, confirms and agrees that (a) the Collateral Agent, for itself and
for the benefit of the Administrative Agent, the Banks and the Bank Swap
Parties, has and shall continue to have a security interest in and lien upon the
Collateral heretofore granted to the Collateral Agent under the Existing Loan
Documents, and (b) the liens and security interests of the Collateral Agent in
the Collateral shall be deemed to be continuously granted and perfected from the
earliest date of the granting and perfection of such liens and security
interests.

          (c) Existing Loan Documents. The Company hereby acknowledges, confirms
and agrees that (i) the Existing Loan Documents have been duly executed and
delivered by the Company and are in full force and effect as of the date hereof;
(ii) the agreements and obligations contained in the Existing Loan Documents
constitute the legal, valid and binding obligations of the Company enforceable
against it in accordance with their terms; and (iii) the Administrative Agent,
each Issuing Bank, the Collateral Agent and the Banks are entitled to all of the
rights, remedies and benefits provided for in or arising pursuant to the
Existing Loan Documents.

          (d) Restatement.

                (i)  Except as otherwise stated in Sections 11.17(a), (b) and
(c) hereof and this Section 11.17(d), as of the date hereof, the terms,
conditions, agreements, covenants, representations and warranties set forth in
the Existing Credit Agreement are hereby amended and restated in their entirety,
and as so amended and restated, replaced and superseded, by the terms,
conditions, agreements, covenants, representations and warranties set forth in
this Agreement, except that nothing herein or in the other Loan Documents shall
impair or adversely affect the continuation of the liability of the Company for
the Obligations heretofore incurred and the security interests, liens and other
interests in the Collateral heretofore granted, pledged and/or assigned by the
Company to the Collateral Agent, for itself and for the benefit of the
Administrative Agent, the Banks and the Bank Swap Parties.

                (ii) The amendment and restatement contained herein shall not,
in any manner, be construed to constitute payment of, or impair, limit, cancel
or extinguish, or constitute a novation in respect of any of the obligations,
liabilities and indebtedness of the Company evidenced by or arising under the
Existing Loan Documents, and the liens and security

                                       116

<PAGE>

interests securing such other obligations, liabilities and indebtedness, which
shall not in any manner be impaired, limited, terminated, waived or released.

               (iii) All loans, advances and other financial accommodations
under the Existing Loan Documents and all other Obligations of the Company to
the Banks outstanding and unpaid as of the date hereof pursuant to the Existing
Loan Documents or otherwise shall be deemed Obligations of the Company pursuant
to the terms hereof, and shall constitute and be deemed Loans and L/C
Obligations, as the case may be, to the Company hereunder to the same extent and
in the same amount as such Obligations were deemed to be under the Existing Loan
Documents.

                                       117

<PAGE>

          IN WITNESS WHEREOF, the parties to this Agreement 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.




                                    THE PREMCOR REFINING GROUP INC.


                                    By:  /s/ William E. Hantke
                                       -----------------------------------
                                       Name:  William E. Hantke
                                       Title: Executive Vice President and
                                               Chief Financial Officer

                                    Address for notices:

                                    The Premcor Refining Group Inc.
                                    Attention: Assistant Treasurer
                                    8182 Maryland Avenue, Suite 600
                                    St. Louis, MO 63105-3721

                                    Telephone: 314-854-1411
                                    Fax: 314-854-1580

                                    With a copy to:

                                    The Premcor Refining Group Inc.
                                    Attention: Facilities Manager
                                    8182 Maryland Avenue, Suite 600
                                    St. Louis, MO 63105-3721

                                    Telephone: 314-854-1536
                                    Fax: 314-854-1580

                       SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>

                                     AGENTS

                                    DEUTSCHE BANK SECURITIES INC.
                                     as Lead Arranger


                                    By:  /s/ Thomas W. Cole
                                       ---------------------------------------
                                        Name:  Thomas W. Cole
                                        Title: Managing Director

                                    Address for notices:

                                    Marcus M. Tarkington
                                    Deutsche Bank Trust Company Americas
                                    31 West 52nd Street
                                    New York, NY 10010

                                    Telephone: 646-324-2218
                                    Fax: 212-469-2766

                                    With a copy to:

                                    Margaret E. Richards
                                    Deutsche Bank Trust Company Americas
                                    31 West 52nd Street
                                    New York, NY 10019

                                    Telephone: 201-593-2217
                                    Fax: 201-593-2311

<PAGE>

                                  DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS
                                    as Administrative Agent
                                    and Collateral Agent


                                  By:  /s/ Marcus M. Tarkington
                                     ----------------------------------------
                                      Name:  Marcus M. Tarkington
                                      Title: Director

                                  Address for notices:

                                  Marcus M. Tarkington
                                  Deutsche Bank Trust Company Americas
                                  31 West 52nd Street
                                  New York, NY 10010

                                  Telephone: 646-324-2218
                                  Fax: 212-469-2766

                                  With a copy to:

                                  Margaret E. Richards
                                  Deutsche Bank Trust Company Americas
                                  31 West 52nd Street
                                  New York, NY 10019

                                  Telephone: 201-593-2217
                                  Fax: 201-593-2311

<PAGE>

                                  FLEET NATIONAL BANK
                                    as Syndication Agent

                                  By:  /s/ Michael Brochetti
                                     ----------------------------------------
                                     Name:  Michael Brochetti
                                     Title: Director

                                  Address for notices:

                                  Michael Brochetti
                                  Fleet National Bank
                                  100 Federal Street
                                  Boston, MA 02110

                                  Telephone: 617-434-3017
                                  Fax: 617-434-3652

<PAGE>

                                  TRANCHE 1 BANK

                                  DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS
                                    as a Bank

                                  By:  /s/ Marcus M. Tarkington
                                      ---------------------------------------
                                      Name:  Marcus M. Tarkington
                                      Title: Director

                                  Address for notices:

                                  Marcus M. Tarkington
                                  Deutsche Bank Trust Company Americas
                                  31 West 52nd Street
                                  New York, NY 10010

                                  Telephone: 646-324-2218
                                  Fax: 212-469-2766

                                  With a copy to:

                                  Margaret E. Richards
                                  Deutsche Bank Trust Company Americas
                                  31 West 52nd Street
                                  New York, NY 10019

                                  Telephone: 201-593-2217
                                  Fax: 201-593-2311

<PAGE>

                                  TRANCHE 2 BANK

                                  DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS
                                    as a Bank


                                  By:   /s/ Marcus M. Tarkington
                                      ----------------------------------------
                                       Name:  Marcus M. Tarkington
                                       Title: Director

                                  Address for notices:

                                  Marcus M. Tarkington
                                  Deutsche Bank Trust Company Americas
                                  31 West 52nd Street
                                  New York, NY 10010

                                  Telephone: 646-324-2218
                                  Fax: 212-469-2766

                                  With a copy to:

                                  Margaret E. Richards
                                  Deutsche Bank Trust Company Americas
                                  31 West 52nd Street
                                  New York, NY 10019

                                  Telephone: 201-593-2217
                                  Fax: 201-593-2311

<PAGE>

                                       COMERICA BANK
                                          as a Bank


                                       By:   /s/ Jeffery J. Doot
                                           ---------------------------------
                                           Name:  Jeffery J. Doot
                                           Title: Assistant Vice President

                                       Address for notices:

                                       Jeffery Doot
                                       Comerica Bank
                                       203 N. LaSalle Street, Suite 2240
                                       Chicago, IL 60601

                                       Telephone: 312-223-7660
                                       Fax: 312-223-7657

<PAGE>

                                       CONGRESS FINANCIAL CORPORATION
                                         as a Bank


                                       By:   /s/ Thomas Grabosky
                                           -----------------------------------
                                           Name:  Thomas Grabosky
                                           Title: First Vice President

                                       Address for notices:

                                       Thomas Grabosky
                                       Congress Financial Corporation
                                       1133 Avenue of the Americas
                                       New York, NY 10036

                                       Telephone: 212-545-4346
                                       Fax: 212-545-428

<PAGE>

                                       CREDIT LYONNAIS NEW YORK BRANCH
                                         as a Bank


                                       By:    /s/ Olivier Audemard
                                           ------------------------------------
                                           Name:  Olivier Audemard
                                           Title: Senior Vice President

                                       Address for notices:

                                       Gener David
                                       Credit Lyonnais New York Branch
                                       1301 Avenue of the Americas
                                       New York, NY 10019

                                       Telephone: 212-261-7741
                                       Fax: 917-849-5440

<PAGE>

                                       CREDIT SUISSE FIRST BOSTON, ACTING
                                         THROUGH ITS CAYMAN ISLANDS
                                         BRANCH
                                         as a Bank


                                       By:   /s/ James P. Moran
                                           ----------------------------------
                                           Name:  James P. Moran
                                           Title: Director

                                       By:   /s/ Ian W. Nalitt
                                           ----------------------------------
                                           Name:  Ian W. Nalitt
                                           Title: Associate

                                       Address for notices:

                                       James Moran
                                       Credit Suisse First Boston
                                       11 Madison Avenue
                                       New York, NY 10010

                                       Telephone: 212-325-9167
                                       Fax: 212-325-8615

<PAGE>

                                       FLEET NATIONAL BANK
                                         as a Bank


                                       By:   /s/  Michael Brochetti
                                           -----------------------------------
                                           Name:  Michael Brochetti
                                           Title: Director

                                       Address for notices:

                                       Michael Brochetti
                                       Fleet National Bank
                                       100 Federal Street
                                       Boston, MA 02110

                                       Telephone: 617-434-3017
                                       Fax: 617-434-3652

<PAGE>

                                       GENERAL ELECTRIC CAPITAL
                                         CORPORATION
                                         as a Bank


                                       By:  /s/  Andrew Giangrave
                                           ----------------------------------
                                           Name:  Andrew Giangrave
                                           Title: Vice President Risk

                                       Address for notices:

                                       Ben Faustini
                                       401 Merritt Seven
                                       Norwalk, CT 06851

                                       Telephone: 203-229-1836
                                       Fax: 203-229-1992

<PAGE>

                                 GOLDMAN SACHS CREDIT PARTNERS L.P.
                                  as a Bank


                                 By:  /s/ Robert Wagner
                                     -------------------------------------
                                     Name:  Robert Wagner
                                     Title: Authorized Signatory

                                 Address for notices:

                                 Sandra Stulberger
                                 Goldman Sachs Credit Partners L.P.
                                 85 Broad Street
                                 New York, NY 10004

                                 Telephone: 212-902-5977
                                 Fax: 212-357-4597

<PAGE>

                                 HIBERNIA NATIONAL BANK
                                   as a Bank


                                 By:  /s/ Daria Mahoney
                                     ---------------------------------------
                                     Name:  Daria Mahoney
                                     Title: Vice President

                                 Address for notices:

                                 Daria Mahoney
                                 Hibernia National Bank
                                 Energy & Maritime Department
                                 313 Carondelet Street, 10th Floor
                                 New Orleans, LA 70130

                                 Telephone: 504-533-2589
                                 Fax: 504-533-5434

<PAGE>

                                 MORGAN STANLEY SENIOR FUNDING, INC.
                                   as a Bank


                                 By: ____________________________________
                                     Name:
                                     Title:

                                 Address for notices:

                                 750 Seventh Avenue, 11th Floor
                                 New York, NY 10020

                                 Telephone: 212-762-2621
                                 Fax: 212-507-3138

<PAGE>

                                 NATIONAL CITY BANK
                                   as a Bank


                                 By:   /s/ Andrew J. Pernsteiner
                                     ---------------------------------------
                                     Name:  Andrew J. Pernsteiner
                                     Title: Account Officer

                                 Address for notices:

                                 Andrew Pernsteiner
                                 National City Bank
                                 1900 East 9th Street
                                 Cleveland, OH 44114

                                 Telephone: 216-222-9400
                                 Fax: 216-222-0003

<PAGE>

                                 ORIX FINANCIAL SERVICES, INC.
                                  as a Bank


                                 By:   /s/ Michael J. Cox
                                     ---------------------------------------
                                     Name:  Michael J. Cox
                                     Title: Senior Vice President

                                 Address for notices:

                                 Michael J. Cox
                                 Orix Financial Services, Inc.
                                 846 E. Algonquin Roaad
                                 Schaumburg, IL 60173

                                 Telephone: 770-970-8010
                                 Fax: 770-970-8093

<PAGE>

                                   RZB FINANCE LLC, CONNECTICUT OFFICE
                                     as a Bank


                                   By:   /s/ F. Dieter Beintrexler
                                       --------------------------------------
                                       Name:  F. Dieter Beintrexler
                                       Title: President

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

                                   Elizabeth Hirst
                                   RZB Finance LLC
                                   24 Grassy Plain Street
                                   Bethel, CT 06801

                                   Telephone: 203-207-7726
                                   Fax: 203-744-6474

<PAGE>

                                  SIEMENS FINANCIAL SERVICES, INC.
                                    as a Bank


                                  By:   /s/ Frank Amodio
                                      -------------------------------------
                                      Name:  Frank Amodio
                                      Title: Vice President - Credit

                                  Address for notices:

                                  Victor Alarcon
                                  200 Somerset Corporate Blvd.
                                  Bridgewater, NJ 08807

                                  Telephone: 908-575-4074
                                  Fax: 908-575-4060

<PAGE>

                                  SOVEREIGN BANK
                                    as a Bank


                                  By:  /s/ Robert E. Cook
                                      ------------------------------------
                                      Name:  Robert E. Cook
                                      Title: Vice President

                                  Address for notices:

                                  Robert E. Cook
                                  Sovereign Bank
                                  75 State Street
                                  Boston, MA 02109

                                  Telephone: 617-346-7343
                                  Fax: 617-346-7330

<PAGE>

                                  TEXTRON FINANCIAL CORPORATION
                                    as a Bank


                                  By:   /s/ Ralph Infante
                                      -------------------------------------
                                      Name:  Ralph Infante
                                      Title: Vice President

                                  Address for notices:

                                  Ron Eckoff
                                  Textron Financial Corporation
                                  11525 Great Oaks Way
                                  Alpharetta, GA 30022

                                  Telephone: 770-360-1448
                                  Fax: 770-360-1672

<PAGE>

                                  UNION BANK OF CALIFORNIA, N.A.
                                    as a Bank


                                  By:   /s/ Sean Murphy
                                      ------------------------------------
                                      Name:  Sean Murphy
                                      Title: Vice President

                                  Address for notices:

                                  Sean Murphy
                                  Union Bank of California, N.A.
                                  550 North Akard St., #4200
                                  Dallas, TX 75201

                                  Telephone: 214-922-4205
                                  Fax: 214-922-4209

<PAGE>

                                  WELLS FARGO BANK TEXAS, N.A.
                                    as a Bank


                                  By:   /s/ Charles D. Kirkham
                                      ------------------------------------
                                      Name:  Charles D. Kirkham
                                      Title: Vice President

                                  Address for notices:

                                  Dorothy Cardenas
                                  Wells Fargo Bank N.A.
                                  1740 Broadway
                                  Denver, CO 80274

                                  Telephone: 303-863-5917
                                  Fax: 303-863-2729

<PAGE>

                                      ISSUING BANKS

                                  DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS
                                    as Administrative Agent
                                    and Collateral Agent


                                  By:   /s/  Marcus M. Tarkington
                                      ---------------------------------------
                                      Name:  Marcus M. Tarkington
                                      Title: Director

                                  Address for notices:

                                  Marcus M. Tarkington
                                  Deutsche Bank Trust Company Americas
                                  31 West 52nd Street
                                  New York, NY 10010

                                  Telephone: 646-324-2218
                                  Fax: 212-469-2766

                                  With a copy to:

                                  Margaret E. Richards
                                  Deutsche Bank Trust Company Americas
                                  31 West 52nd Street
                                  New York, NY 10019

                                  Telephone: 201-593-2217
                                  Fax: 201-593-2311

<PAGE>

                                   FLEET NATIONAL BANK
                                     as Issuing Bank

                                   By:   /s/ Michael Brochetti
                                       -------------------------------------
                                       Name:  Michael Brochetti
                                       Title: Director

                                   Address for notices:

                                   Michael Brochetti
                                   Fleet National Bank
                                   100 Federal Street
                                   Boston, MA 02110

                                   Telephone: 617-434-3017
                                   Fax: 617-434-3652

<PAGE>

                                Schedule 1.01(e)

                         The Premcor Refining Group Inc.
                                Pricing Grid/(1)/

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                            The Lower of
                                                                 Applicable Letter of
                                                                 Credit and Eurodollar       Applicable Prime Rate
             S&P Rating/(2)/            Moody's Rating/(2)/              Margin                      Margin
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                         <C>
              ****BBB-                     ****Baa3                Tranche 1 - 225                  100
                                                                   Tranche 2 - 200

                  BB+                          Ba1                 Tranche 1 - 275                  150
                                                                   Tranche 2 - 250

                  BB                           Ba2                 Tranche 1 - 300                  175
                                                                   Tranche 2 - 275

               ***BB-                          Ba3                 Tranche 1 - 325                  200
                                                                   Tranche 2 - 300
</TABLE>

             Applicable Commitment Fee for Tranche 2 Facility /(3)/
--------------------------------------------------------------------------------
                            Average Utilization/(4)/
--------------------------------------------------------------------------------

          *33%                        33%-66%                       **66%
 -----------------------       -----------------------       -------------------
          125                           100                          75

(1)  All rates expressed as basis points per annum.
(2)  Based on the Company's senior unsecured debt rating. The Company shall
notify the Administrative Agent of a change in the rating, which changed rating
shall become effective with respect to this Pricing Grid as of the beginning of
the month following the Administrative Agent's receipt of such notice.
(3)  The fee set forth under Section 4.05(c) of the Agreement for the Tranche 1
Facility will be equal to the Applicable L/C Margin.
(4)  "Average Utilization" on any day means a fraction (a) the numerator of
which is the Effective Amount of all L/C Obligations under clauses (i), (iii)
and (iv) of the definition thereof outstanding under the Tranche 2 Facility plus
the Effective Amount of all Loans on such day and (b) the denominator of which
is the aggregate Commitments of the Tranche 2 Banks on such day, expressed as a
percentage.

*    denotes Less than
**   denotes Greater than
***  denotes Less than or equal to
**** denotes Greater than or equal to