<PAGE>

                                                                   EXHIBIT 10.10

                     AMENDED AND RESTATED CREDIT AGREEMENT


                         Dated as of November 19, 1999


                                     among


                       CLARK REFINING & MARKETING, INC.,
                                  as Borrower,

                             BANKERS TRUST COMPANY,
                 as Administrative Agent and Collateral Agent,

                           THE TORONTO-DOMINION BANK,
                             as Syndication Agent,

                               BankBoston, N.A.,
                            as Documentation Agent,

                                      and

            THE OTHER FINANCIAL INSTITUTIONS PARTY TO THIS AGREEMENT
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                               TABLE OF CONTENTS
                               -----------------

                                                                          Page
                                                                          ----

ARTICLE I.    DEFINITIONS..................................................  1
     1.01  Certain Defined Terms...........................................  1
     1.02  Accounting Principles........................................... 30
ARTICLE II.   LOANS........................................................ 30
     2.01  Commitments..................................................... 30
     2.02  Borrowing of Loans.............................................. 30
     2.03  Settlement of Bank Advances and Repayments...................... 32
     2.04  Periodic Settlement of Agent and Bank Advances and Repayments... 33
     2.05  Defaulting Banks................................................ 34
     2.06  Mandatory Payment; Reduction of Commitments..................... 35
     2.07  Maintenance of Loan Account; Statements of Account.............. 36
     2.08  Payment Procedures.............................................. 36
     2.09  Cash Management System.......................................... 36
     2.10  Application of Payments......................................... 37
     2.11  Increase of Commitments......................................... 37
ARTICLE III.  LETTERS OF CREDIT............................................ 37
     3.01  Issuance of Letters of Credit................................... 37
     3.02  Terms of Letters of Credit; Existing Letters of Credit.......... 38
     3.03  Banks' Participation............................................ 39
     3.04  Notice of Issuance.............................................. 39
     3.05  Payment of Amounts Drawn Under Letters of Credit................ 40
     3.06  Payment by Banks................................................ 40
     3.07  Nature of Issuing Bank's Duties................................. 40
     3.08  Obligations Absolute............................................ 41
     3.09  Uniform Customs and Practice and Uniform Commercial Code........ 42
ARTICLE IV.   INTEREST, FEES AND EXPENSES, ETC............................. 42
     4.01  Interest on Prime Rate Loans.................................... 42
     4.02  Interest on Eurodollar Rate Loans............................... 42
     4.03  Interest After Event of Default................................. 43
     4.04  Reimbursement of Expenses....................................... 43
     4.05  Commitment Fees and Certain Other Fees.......................... 43
     4.06  Letter of Credit Fees........................................... 44
     4.07  Special Provisions Relating to Eurodollar Rate Loans............ 45
     4.08  Indemnification in Certain Events............................... 48
     4.09  Net Payments.................................................... 49
     4.10  Affected Banks.................................................. 51
     4.11  Sharing of Payments............................................. 51
     4.12  Calculations.................................................... 52
ARTICLE V.    CONDITIONS PRECEDENT......................................... 52
     5.01  Conditions of Effectiveness..................................... 52



                                       i
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                                                                           Page
                                                                           ----

     5.02  Addition of Banks................................................ 55
     5.03  Reallocation of Pro Rata Shares.................................. 56
     5.04  Outstanding Loans and L/C Obligations............................ 56
     5.05  Conditions to All Loans.......................................... 56
     5.06  Conditions to All Letters of Credit.............................. 58
ARTICLE VI.   REPRESENTATIONS AND WARRANTIES................................ 58
     6.01  Corporate Existence and Power.................................... 58
     6.02  Corporate Authorization; No Contravention........................ 59
     6.03  Governmental Authorization....................................... 59
     6.04  Binding Effect................................................... 59
     6.05  Litigation....................................................... 59
     6.06  No Default....................................................... 59
     6.07  ERISA Compliance................................................. 60
     6.08  Use of Proceeds; Margin Regulations.............................. 60
     6.09  Title to Properties.............................................. 60
     6.10  Taxes............................................................ 60
     6.11  Financial Condition.............................................. 61
     6.12  Environmental Matters............................................ 61
     6.13  Collateral Documents............................................. 63
     6.14  Regulated Entities............................................... 63
     6.15  No Burdensome Restrictions....................................... 63
     6.16  Copyrights, Patents, Trademarks and Licenses, etc................ 63
     6.17  Subsidiaries..................................................... 63
     6.18  Insurance........................................................ 64
     6.19  Solvency......................................................... 64
     6.20  Full Disclosure.................................................. 64
     6.21  Maintenance of Accounts.......................................... 64
     6.22  Receivables...................................................... 64
     6.23  Inventory........................................................ 64
     6.24  Holdings Note Indenture, 9 1/2% Note Indenture, 1997 Floating
           and Fixed Rate Note Indentures, 1998 Fixed Rate Note Indenture
           and 1998 Floating Rate Credit Agreement.......................... 64
     6.25  Material Adverse Effect.......................................... 65
     6.26  Year 2000 Compliance............................................. 65
ARTICLE VII.  AFFIRMATIVE COVENANTS......................................... 65
     7.01  Financial Statements............................................. 65
     7.02  Certificates; Other Information.................................. 67
     7.03  Notices.......................................................... 68
     7.04  Preservation of Corporate Existence, Etc......................... 69
     7.05  Maintenance of Property.......................................... 70
     7.06  Insurance........................................................ 70
     7.07  Payment of Obligations........................................... 70
     7.08  Compliance with Laws............................................. 71



                                      ii
<PAGE>

                                                                           Page
                                                                           ----

     7.09  Inspection of Property and Books and Records..................... 71
     7.10  Environmental Laws............................................... 71
     7.11  Use of Proceeds.................................................. 72
     7.12  Further Assurances............................................... 72
     7.13  Account Customers................................................ 73
     7.14  Accounts......................................................... 73
     7.15  Transfer of Funds into the Collection Bank Account and
           Concentration Account............................................ 73
     7.16  Year 2000 Compliance............................................. 74
ARTICLE VIII.   NEGATIVE COVENANTS.......................................... 74
     8.01  Limitation on Liens.............................................. 74
     8.02  Disposition of Assets............................................ 76
     8.03  Consolidations and Mergers....................................... 77
     8.04  Loans and Investments............................................ 78
     8.05  Limitation on Indebtedness....................................... 79
     8.06  Transactions with Affiliates..................................... 80
     8.07  Use of Proceeds.................................................. 81
     8.08  Contingent Obligations........................................... 81
     8.09  Joint Ventures and Pipeline Subsidiary........................... 81
     8.10  Lease Obligations................................................ 82
     8.11  Restricted Payments.............................................. 82
     8.12  Change in Business............................................... 83
     8.13  Accounting Changes............................................... 83
     8.14  ERISA............................................................ 83
     8.15  Collection Banks and Concentration Banks; Cash, Cash Equivalents
           and Qualifying Investments....................................... 84
     8.16  Financial Covenants.............................................. 84
     8.17  Speculative Trading.............................................. 85
     8.18  Amendments of Certain Documents.................................. 85
ARTICLE IX.     EVENTS OF DEFAULT........................................... 85
     9.01  Event of Default................................................. 85
     9.02  Remedies......................................................... 88
     9.03  Rights Not Exclusive............................................. 89
ARTICLE X.      THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT........... 89
     10.01 Appointment of Agent............................................. 89
     10.02 Nature of Duties of Administrative Agent......................... 89
     10.03 Lack of Reliance on Agent Related Persons........................ 90
     10.04 Certain Rights of the Administrative Agent....................... 90
     10.05 Reliance by Administrative Agent................................. 91
     10.06 Indemnification of Agent-Related Persons......................... 91
     10.07 Administrative Agent in Individual Capacity...................... 91



                                      iii
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                                                                           Page
                                                                           ____

     10.08  Holders of Notes...............................................  91
     10.09  Successor Administrative Agent.................................  92
     10.10  Collateral Matters.............................................  92
     10.11  Actions with Respect to Default................................  94
     10.12  Delivery of Information........................................  94
     10.13  Liability of Agent-Related Persons.............................  94
     10.14  Agents Other Than Administrative Agent.........................  94
ARTICLE XI.   MISCELLANEOUS................................................  95
     11.01  Amendments and Waivers.........................................  95
     11.02  Notices........................................................  96
     11.03  No Waiver: Cumulative Remedies.................................  97
     11.04  Indemnity......................................................  97
     11.05  Marshaling; Payments Set Aside.................................  98
     11.06  Successors and Assigns.........................................  99
     11.07  Assignments, Participations, etc...............................  99
     11.08  Confidentiality................................................ 100
     11.09  Set-off........................................................ 100
     11.10  Notification of Addresses, Lending Offices, Etc................ 101
     11.11  Counterparts................................................... 101
     11.12  Severability................................................... 101
     11.13  No Third Parties Benefitted.................................... 101
     11.14  Governing Law and Jurisdiction................................. 101
     11.15  Waiver of Jury Trial........................................... 102
     11.16  Entire Agreement............................................... 102




                                      iv
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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 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 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 Confirmation Agreement

                                       v
<PAGE>

                                CREDIT AGREEMENT
                                ----------------

          This AMENDED AND RESTATED CREDIT AGREEMENT (the "Agreement") is
entered into as of November 19, 1999 by and among Clark Refining & Marketing,
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"), Bankers Trust Company, a New York banking corporation
("BT"), 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 as a Co-
Arranger, The Toronto-Dominion Bank, a Canadian chartered bank ("TD"), as a Co-
Arranger and as the syndication agent for the Banks (in such capacity, the
"Syndication Agent"), The Toronto Dominion Bank, as an Issuing Bank and
BankBoston, N.A., a national banking association ("BKB"), as an Issuing Bank, a
Co-Arranger and as documentation agent (in such capacity, the "Documentation
Agent").

          WHEREAS, certain of the parties to this Agreement are party to the
Credit Agreement, dated as of September 25, 1997 and as further amended or
modified (the "Existing Credit Agreement"), which provides for aggregate
Commitments of $700,000,000; 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-
106 of the UCC, now owned or hereafter acquired by the Company 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 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 and arising in
connection with, services rendered or goods sold, leased or delivered, and all
of the Company's rights to any goods represented by any of the foregoing
(including,


<PAGE>

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 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 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.

          "Acquisition" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of more than 50% of the capital stock,
partnership interests or equity of any Person or otherwise causing any Person,
to become a Subsidiary, or (c) a merger or consolidation or any other
combination with another Person (other than a Person that is a Subsidiary)
provided that the Company or the Subsidiary is the surviving entity.

          "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 BT, BKB, and TD 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 BT, 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

                                       2
<PAGE>

Collateral Account Agreement), and the officers, directors, employees, agents
and attorneys-in-fact of such Persons and Affiliates.

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

          "Agreement" means this Amended and Restated Credit Agreement.

          "Applicable Margin" means (i) with respect to any date of
determination on or prior to March 31, 2000, 150 and 250 basis points per annum
with respect to determinations of the rate of interest accruing on Prime Rate
Loans and Eurodollar Rate Loans, respectively, and (ii) with respect to any date
of determination after March 31, 2000, 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).

          "Bank" has the meaning specified in the introductory clause to this
Agreement.  References to the "Banks" shall include BT, BKB and TD, 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.

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

          "Borrowing" means a borrowing hereunder consisting of Loans of the
same Type made to the Company on the same day by the 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) and (f) 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,

          (b) 95% of Eligible Investments,

          (c) 90% of Major Oil Company Receivables,

                                       3
<PAGE>

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

          (e) 80% of Eligible Petroleum Inventory,

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

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

          (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.

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

          "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.

                                       4
<PAGE>

          "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.

          "Cash Equivalents" means shares of the BT Institutional Cash
Management Fund, the BT Institutional Cash Reserve Fund and the BT Institutional
Treasury Money 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 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 or Occidental, 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 (c) the acquisition of the beneficial ownership, whether directly or
indirectly of more than 25% of the outstanding capital stock of Holdings
(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 or Occidental; provided, that, as long as the Fund Affiliates
maintain the power to direct the affairs or control the board or other
equivalent body of Holdings (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 or Occidental, directly or indirectly, acquires
or holds more than 35% of the outstanding capital stock of Holdings.

          "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 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 BT, the terms and conditions of which
are set forth in the Collateral Account Agreement.

          "Collateral Account Agreement" means the 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.


                                       5
<PAGE>

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

          "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, 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 L/C Risk Participation Fee Rate" means (i) with respect to
each day on or prior to March 31, 2000, 250 basis points per annum and (ii) with
respect to each day after March 31, 2000, the fee rate per annum set forth on
the Pricing Grid with respect to fees accruing on Commercial Letters of Credit.

          "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", as to each Bank, shall mean 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.

          "Commodities Account Agreement" means the 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.

                                       6
<PAGE>

          "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 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.

          "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 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.

                                       7
<PAGE>

          "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.

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

          "Cumulative Cash Flow" means, for the period beginning on October 1,
1999 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) $200,000,000 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 9 1/2% Notes, the
1997 Floating and Fixed Rate Notes, the 1998 Fixed Rate Notes or the 1998
Floating Rate Loans but excluding Loans hereunder) on Indebtedness and (vi)
Investments made by the Company and the Restricted Subsidiaries not prohibited
under Section 8.04, in each case on a cumulative basis during such period and
determined on a consolidated basis.

          "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.

          "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

                                       8
<PAGE>

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 November 19, 1999.

          "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 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.

          "Eligible Cash Equivalents" means any and all Cash Equivalents 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 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 pursuant to which the supplier of the Petroleum Product
warrants good title is held by the Company; provided, however, if the Company is
the original supplier of the Petroleum Products, this clause (iii) shall

                                       9
<PAGE>

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 not supported by a
Commercial 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 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
UCC-1 Financing Statements perfecting the security interest of the Collateral
Agent on behalf of the Banks and the Bank Swap Parties in such Petroleum
Inventory have been duly filed in each state and, where required, each county
through which such Petroleum Inventory is to be carried and the place of
delivery 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 $300,000,000 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) 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
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), 8.01(d) and 8.01(q) 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.

                                      10
<PAGE>

          (d) is located at a location owned or leased by the Company, the
Pipeline Subsidiary or Clark 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 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 its Restricted Subsidiaries or has been delivered to an Eligible
Carrier under an arrangement described in clause (ii) of paragraph (a) above,
and

          (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 does not at any time
exceed $20,000,000 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, 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 into an Eligible Carrier,

          (c) such Petroleum Inventory has not been included for the Company 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,

          (d) 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) 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 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

                                      11
<PAGE>

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 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 not more than thirty (30) days from the date such Petroleum
Inventory was shipped to the Company 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.

          "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 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), 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 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 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), 8.01(d) and 8.01(q), 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 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);

                                      12
<PAGE>

          (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 and on which the Company 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 of the Banks and the Bank Swap Parties
or that BT 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, 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
and notice of such determination, identifying such Account Debtor, shall have
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 and on which the Company 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 BT 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 (ii) the proceeds of any drawing under such irrevocable
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 and on which the Company 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 BT 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

                                      13
<PAGE>

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, (x) Accounts due
from Chevron U.S.A. Inc. and its Affiliates may exceed 25% of the aggregate of
all Accounts at such time but shall not, if in excess of 25% of the aggregate
Accounts due at such time, have a face amount in the aggregate in excess of
$50,000,000 (it being understood that only such portions which exceed the limit
set forth above will be excluded from Eligible Receivables), (y) there shall be
no limit on Accounts due from British Petroleum which may be included as
Eligible Receivables so long as, to the extent that the amount of such
receivables exceeds $50,000,000, 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 (it being understood that only such portion of
such excess which is not so supported will be excluded from Eligible
Receivables) and (z) Accounts due from Clark Retail Enterprises Inc. may exceed
the limitations set forth in clauses (i) and (ii) but shall not exceed the
greater of (I) $10,000,000 and (II) the Company's internal credit policy limit
for such Account Debtor from time to time; 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
generated from the sale of West Texas Intermediate - Cushing and due from
certain Account Debtors (as previously disclosed, in writing, to the Agents and
as may be changed, from time to time, with the approval of the Administrative
Agent) so long as, to the extent that the amount of such receivables from any
such Account Debtor exceeds 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) in respect of such
Account Debtor, 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 (it being understood that only such portion of such
excess which is not so supported will be excluded from Eligible Receivables);

          (k) are not denominated in any currency other than 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 and notice of such
determination, identifying such Eligible Receivable, shall have 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 is at any
time directly or contingently indebted for any reason to any Account Debtor, the
Accounts owing to the Company 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 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.

                                      14
<PAGE>

          "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 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.

          "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 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
is a member.

          "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations which is treated as such a withdrawal under Section 4062(e) of
ERISA 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 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

                                      15
<PAGE>

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 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 or any ERISA Affiliate.

          "Eurodollar Rate" shall mean, 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 BT 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 BT 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" shall mean 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.

          "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 other 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
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 4 of this Agreement, reasonable fees and expenses incurred in connection
with the negotiation, preparation, review, execution and delivery of the Loan
Documents,

                                      16
<PAGE>

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 defending its rights 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 or similar scenario.

          "External FW Letter of Credit" means that letter of credit in an
aggregate principal amount not to exceed $50,000,000 at any time, to be issued
for the account of the Company in favor of Foster Wheeler USA Corporation or any
of its Affiliates to support the Company's obligations under that certain
Engineering, Procurement and Construction Agreement between the Company and
Foster Wheeler USA Corporation dated March 24, 1998, as amended, as such letter
of credit may be amended, modified or supplemented from time to time.

          "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) June 30, 2001 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

                                      17
<PAGE>

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

          "Fee Letter" 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.

          "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.

          "FW Letter of Credit" means the Letter of Credit, dated August 18,
1999 issued for the account of the Company in favor of Foster Wheeler USA
Corporation or any of its Affiliates to support the Company's obligations under
that certain Engineering, Procurement and Construction Agreement between the
Company and Foster Wheeler USA Corporation, dated March 24, 1998, as amended, as
such Letter of Credit may be amended, modified or supplemented from time to
time.

          "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

                                      18
<PAGE>

waste, hazardous substance, hazardous material, or toxic substance, and
petroleum or petroleum derived substance or waste.

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

          "Holdings Note Indenture" means that certain Indenture, dated as of
December 1, 1995 between Holdings and The Chase Manhattan Bank N.A., as trustee
relating to the 10 7/8% Notes, due 2005, 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.

          "Holdings Notes" means the 10 7/8% Notes, due 2005 of Holdings issued
under the Holdings Note Indenture.

          "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) and all obligations under any linefill agreements; (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 11.05.

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

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

          "Information Systems and Equipment" means all computer hardware,
firmware and software, as well as other information processing systems, or any
equipment containing embedded microchips, whether directly owned, licensed,
leased, operated or otherwise controlled by the Company or any of its
Subsidiaries, including through third-party service providers, and which, in
whole or in part, are used, operated, relied upon, or integral to, the Company's
or any of its Subsidiaries' conduct of their business.

          "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

                                      19
<PAGE>

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 9 1/2% Notes, the 9 1/2%
Note Indenture, the 1997 Floating and Fixed Rate Notes, the 1997 Floating and
Fixed Rate Note Indentures, the 1998 Fixed Rate Notes, the 1998 Fixed Rate Note
Indenture, the 1998 Floating Rate Loans, the 1998 Floating Rate Credit
Agreement, the Holdings Notes, the Holdings Note Indenture (including, in each
case, any refinancing, replacement or refunding thereof in accordance with the
terms of this Agreement), each of the exhibits and schedules thereto, and all
other agreements, instruments and documents relating thereto.

          "Interest Period" means, 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 an 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; 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
9-109(4) 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 or transfers of property (other than sales or
transfers permitted under Section 8.02) to another Person, acquisition of assets
of another Person (other than assets acquired as a creditor in a third party's
bankruptcy or reorganization and assets acquired in the ordinary course of
business), or any other investment whether such investment is acquired by
purchase, exchange, issuance of stock or other securities, merger,
reorganization or otherwise; 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

                                      20
<PAGE>

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.

          "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 each of BT, BKB and TD 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 for which the
Company has not at such time reimbursed the Banks, whether by way of a Loan or
otherwise.

          "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 BT, BKB and TD, 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.

                                      21
<PAGE>

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

          "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, any Notes, the Collateral
Documents, the Fee Letters, 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 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 the Credit
Agreement.

          "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 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 and on which the Company 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 BT is

                                      22
<PAGE>

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 then aggregate unpaid principal amount of the Loans and/or Letters of
Credits, or, if no such principal amount is then outstanding, Banks then having
at least 51% of the Commitments.

          "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.

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

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

          "Net 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.

          "9 1/2% Note Indenture" means that certain Indenture dated as of
September 15, 1992 between the Company and Bank of New York, N.A., as trustee,
relating to the 9 1/2% Senior Notes, as the same may hereafter be amended,
amended and restated, supplemented or otherwise modified or refinanced or
replaced, in each case in accordance with the terms thereof and of this
Agreement and in effect.

          "9 1/2% Notes" means the 9 1/2% Senior Notes due September 15, 2004 of
the Company issued under the 9 1/2% Note Indenture.

                                      23
<PAGE>

          "1997 Floating and Fixed Rate Note Indentures" means (i) that certain
Indenture, dated as of November 21, 1997, between the Company and Bankers Trust
Company, 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 Floating and 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.

          "1998 Fixed Rate Notes" means the Company's 8-5/8% Senior Notes due
August 2009.

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

          "1998 Floating Rate Loans means the loans under the 1998 Floating Rate
Credit Agreement.

          "1998 Floating Rate Credit Agreement" means the Credit Agreement dated
as of August 10, 1998 among the Company, the lenders signatory thereto and
Goldman Sachs Credit Partners, LP, as Administrative Agent.

          "Note" means a promissory note executed by the Company in favor of a
Bank pursuant to Section 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.

          "Occidental" means Occidental Petroleum Corporation, a Delaware
corporation.

          "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

                                      24
<PAGE>

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 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 currently being constructed and
which upon completion will be operated by the Company.

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

          "Parent" means Clark Refining Holdings, 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.

          "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.

                                      25
<PAGE>

          "Pipeline Subsidiary" means Clark Port Arthur 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 sponsors or maintains or to which the Company makes, is
making, or is obligated to make contributions and includes any Pension Plan.

          "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 BT, as its "prime lending
rate."  (The "prime lending rate" is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any customer of BT and BT
may make loans at rates of interest at, above or below the "prime lending
rate").

          Any change in the "prime lending rate" announced by BT 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" means, as to any Bank at any time, the percentage
equivalent (expressed as a decimal, rounded to the ninth decimal place) at such
time of such Bank's Commitment divided by the combined Commitments of all Banks.

          "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, such Bank or bank has a short term 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 with
intermediate to perpetual maturities that are structured with short term holding
periods of 7-49 days and whose long-term rating as of the date of purchase
thereof is not less than A-1 by Moody's and A+ by S&P, (iv) direct obligations
of the United States of America having an average maturity of not more than one
year, (v) obligations of agencies of the United States of America including, but
not limited

                                      26
<PAGE>

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 of America,
(vii) a portfolio composed of any Qualifying Investments described in (i)
through (vi) above with a weighted average maturity of not more than one year,
provided that the only Qualifying Investments which may have a longer maturity
than described in the relevant sections (i) through (vi) are those Qualifying
Investments (iv) and (v), 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 $50,000,000 invested in
any one such mutual fund.

          "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 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.

          "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 Security Agreement executed by the
Company and 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).


                                      27
<PAGE>

          "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 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 L/C Risk Participation Fee Rate" means (i) with respect to
each day on or prior to March 31, 2000, 250 basis points per annum and (ii) with
respect to each day after March 31, 2000, the fee rate per annum set forth on
the Pricing Grid with respect to fees accruing on Standby Letters of Credit.

          "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.

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

          "Swap Contracts" 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

                                      28
<PAGE>

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.

          "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 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, 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.

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

          "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 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 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.

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

                                      29
<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.

          "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 of its
Restricted Subsidiaries (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 of its Restricted Subsidiaries 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 or its 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 of its Restricted Subsidiaries 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 Guaranteed Obligations with respect
to the Indebtedness of the Company or any of its Restricted Subsidiaries.

          "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.

          "Year 2000 Compliant" means, with respect to all Information Systems
and Equipment, that all such systems and equipment accurately process, in all
material respects date data (including, but not limited to, calculating,
comparing and sequencing), before, during and after the year 2000, as well as
same and multi-century dates, or between the years 1999 and 2000, taking into
account all leap years, including the fact that the year 2000 is a leap year,
and further, that when used in combination with, or interfacing with, other
Information Systems and Equipment, shall accurately accept, release and exchange
date data, and shall in all material

                                      30
<PAGE>

respects continue to function in the same manner as it performs today and shall
not otherwise impair the accuracy or functionality of Information Systems and
Equipment.

     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 Sections 8.16 and 8.17 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 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(a) 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 Bank severally agrees to make loans and advances to
the Company ("Loans") in an amount equal to such 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
$50,000,000.

     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.

     2.02  Borrowing of Loans.  It is contemplated that Loans will be made
available to the Company directly by the Banks ("Bank Advances") and, in the
circumstances described in Section 2.02(b), from the Administrative Agent acting
on behalf of the Banks ("Agent Advances").  The Company hereby agrees to execute
and deliver to each Bank a Note in the form of Exhibit I to evidence the Loans
to the Company by such Bank.

     (a)  Bank Advances of Loans.  Subject to the determination by the
Administrative Agent and the Banks that the conditions to Borrowing contained in
Article 5 are satisfied, upon receipt from the Company of a Notice of Borrowing,
Bank Advances of Loans shall be made to the extent of each Bank's Pro Rata Share
of the requested Borrowing. The


                                      31
<PAGE>

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 Banks, but is not obligated, to make Agent Advances consisting only of Prime
Rate Loans upon a Notice of Borrowing received by the Administrative Agent.
Agent Advances shall be subject to periodic settlement with the 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 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

                                      32
<PAGE>

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 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
     Banks of not less than $5,000,000 or in an integral multiple of $1,000,000
     in excess thereof.  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. 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 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.  The Administrative Agent shall give each Bank
prompt notice by telephone or facsimile Advances and Repayments transmission of
a Notice of Borrowing that requests Bank Advances of Loans and in any event
shall use its best efforts to notify each 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 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 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 Bank.

                                      33
<PAGE>

     2.04  Periodic Settlement of Agent and Bank Advances and Repayments.

     (a)   The Settlement Date.  The amount of each 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)   Summary Statements; Settlements.

           (i)   The Administrative Agent shall deliver to each of the Banks
   promptly after the Settlement Date a summary statement of the amount of
   outstanding Loans (including Agent Advances) for the period and the amount of
   repayments received for the period. As reflected on the summary statement:
   (i) the Administrative Agent shall transfer to each Bank its allocated share
   of interest, Commitment Fees, Standby L/C Risk Participation Fees and
   Commercial L/C Risk Participation Fees, and its Pro Rata Share of repayments;
   and (ii) each Bank shall transfer to the Administrative Agent (as provided
   below), or the Administrative Agent shall promptly transfer to each Bank,
   such amounts as are necessary to insure that, after giving effect to all such
   transfers, the amount of Loans made by each Bank shall be equal to such
   Bank's Pro Rata Share of the aggregate amount of Loans outstanding as of such
   Settlement Date. If the summary statement requires transfers to be made to
   the Administrative Agent by the 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 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 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 L/C Risk
Participation Fees and Commercial L/C Risk Participation Fees. Interest on the
Loans (including Agent Advances) together with the amount of the Commitment
Fees, Standby L/C Risk Participation Fees and Commercial L/C Risk Participation
Fees, shall be allocated by the Agent to each Bank in accordance with the Pro
Rata Share of Loans actually funded by and repaid to each Bank or such Bank's
Pro Rata Share of Letters of Credit outstanding, as applicable, and shall accrue
from and including the date such Loans are so advanced or such Letters of Credit
are issued and 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
drawn upon or expire or are canceled

                                      34
<PAGE>

(undrawn). Promptly after the end of each month (or, with respect to interest on
Eurodollar Rate Loans, promptly after such interest is received by the Agent),
the Agent shall distribute to each Bank its Pro Rata Share of the interest,
Commitment Fees, Standby L/C Risk Participation Fees and Commercial L/C Risk
Participation Fees accrued during that month.

     2.05  Defaulting Banks.

     (a)  A 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 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 Bank from
its obligation to fulfill its commitments hereunder or to prejudice any rights
which the Company may have against any Bank as a result of any default by such
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 Bank to fund its Pro Rata Share of any Loan
(including Agent Advances) shall not relieve any other Bank of its obligation to
fund its Pro Rata Share of such Loan. Conversely, no Bank shall be responsible
for the failure of another Bank to fund its Pro Rata Share of a Loan.

     (c)  Notwithstanding anything contained herein to the contrary, so long
as any 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 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 Bank
shall be deemed not to be a "Bank" hereunder, the combined Commitments then in
effect shall be reduced by an amount equal to such Bank's Commitment and such
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
Loan Documents (other than amounts owing to such 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 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 Bank failed to timely fund or (z) in respect of receiving payments but
not in respect of voting or consenting, the


                                      35
<PAGE>

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 other Bank. Any
payments of principal or interest which would, but for this paragraph, be paid
to any 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 Banks who
shall not be in default under their respective Commitments and who shall not
have rejected any Commitment, 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) $50,000,000 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)  The Company shall repay Loans to the extent necessary to ensure that
during the year 2000 there is a consecutive thirty (30) day period in which no
Loans are outstanding.

     (c)  On the Facility Expiry Date, the Commitment of each Bank shall
automatically reduce to zero and may not be reinstated. The Company may reduce
or terminate the Commitments at any time and from time to time in whole or in
part (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). If the Company seeks to implement a Voluntary Reduction of the
combined Commitments to an amount less than $25,000,000, then the combined
Commitments shall be deemed reduced to zero and, at the option of the
Administrative Agent, all amounts hereunder shall be immediately due and
payable, provided, that the amount of each such Voluntary Reduction may not
reduce the combined Commitments to an amount equal to 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 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). Once reduced, no portion of
the Commitments may be reinstated.

     (d)  If any Letter of Credit is outstanding or there exists any Outstanding
Eligible LOIs upon the termination of the combined Commitments, or 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 (i) the
Borrowing Base and (ii) the combined Commitments, the Company shall deposit with
the Administrative Agent, for the ratable benefit of the Banks, Cash


                                      36
<PAGE>

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 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.

     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 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,

                                      37
<PAGE>

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(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  .  The Company may at any time and from
time to time request that the aggregate Commitments under this Agreement be
increased by up to $160,000,000 ("Commitment Increase Amount"). In the event the
Company desires to increase the Commitments, the Company shall, (i) offer to the
Banks the opportunity to participate, pro rata, in all of the Commitment
Increase Amount and (ii) if the Banks decline to participate or participate for
less than the entire Commitment Increase Amount, with the consent of the
Administrative Agent in the case of banks, financial institutions or other
entities which are not Banks (which shall not be unreasonably withheld), offer
the Banks which accept such offer and one or more additional banks, financial
institutions or other entities the opportunity to participate in the remaining
portion of the Commitment Increase Amount. Any such increase shall become
effective upon the execution by the Company, the Administrative Agent and the
lender providing a portion of the Commitment Increase Amount (a "New Bank") of
an assumption agreement in form and substance reasonably satisfactory to the
Administrative Agent and the Company pursuant to which the New Bank becomes a
Bank under this Agreement and the other Loan Documents with respect to its
portion of the Commitment Increase Amount. This Agreement and the other Loan
Documents shall be deemed to be amended to reflect the Commitment Increase
Amount and the addition of the 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 Letters of Credit
hereunder at the request of the Company and for its account, 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 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 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;

                                      38
<PAGE>

     (b)  the aggregate face amount of all Standby Letters of Credit issued for
any purpose other than for the purchase of inventory is at any time in excess of
the greater of (i) $50,000,000 less the maximum amount which may be drawn under
the External FW Letter of Credit and (ii) the maximum amount which may be drawn
under the FW Letter of Credit;

     (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. At
the time of Issuance the terms and conditions of each Letter of Credit, and of
any drafts or acceptances thereunder, shall be subject to approval by the
Administrative Agent and the Company. In no event may the term of (i) any
Standby Letter of Credit (other than those referred to in (ii) below) 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 365 days (except that such Letters of Credit may provide for
automatic renewal) 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 three (3) 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 three (3) 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 sixty days (60)
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.  Immediately upon Issuance or amendment by the
Issuing Bank of any Letter of Credit in accordance with the procedures set forth
in Section 3.01,

                                      39
<PAGE>

each Bank shall be deemed to have irrevocably and 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 (based
upon its Commitment) 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.

     3.04  Notice of Issuance.

     (a)  Whenever the Company desires the Issuance of a Letter of Credit, the
Company shall deliver (i) to the Issuing Bank a letter of credit application and
(ii) to Administrative Agent and to the applicable Issuing Bank, a L/C Request
no 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 Issuing Bank) in advance of the
proposed date of Issuance. 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 (with a copy to
the Administrative Agent) 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, 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.

     (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. 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 Company will be
deemed

                                      40
<PAGE>

to have concurrently given a Notice of Borrowing to the Administrative Agent for
Prime Rate Loans in the amount of and at the time of such drawing.  Subject to
satisfaction or waiver of the conditions specified in Article 5 and the other
terms of and conditions to Borrowing contained herein, the Banks shall be
obligated, on the date of such drawing, to make Loans in the amount of such
drawing, the proceeds of which shall be applied directly by the 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.

     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 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 between 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) 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

                                      41
<PAGE>

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 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;

                                      42
<PAGE>

     (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.

                                  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
second 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.  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.  Subject to the provisions of Section 4.03,
interest on Eurodollar Rate Loans shall be payable Rate Loans (a) on the last
day of each month with respect to such Eurodollar Rate Loan, (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.

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<PAGE>

     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 the 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.

     4.04  Reimbursement of Expenses.

     (a)  From and after the Effective Date, the Company shall reimburse BT
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 BT incurred by BT 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 applicable Person as required by the letter
agreement among the Company, BT, BKB and TD dated September 27, 1999 (the "Fee
Letter").

     (a)  Commitment Fees.  The Company shall pay to the Administrative Agent
for the account of each Bank a commitment fee on the average daily unused
portion (whether or not available to be used) of such Bank's Commitment set
forth in Schedule 1.01(a) to this Agreement, as such Commitment may be increased
or reduced hereunder, for the period commencing on the Effective Date and
continuing thereafter, and computed on a monthly basis in arrears as of the last
Business Day of each calendar month based upon the daily utilization for that
month as calculated by the Administrative Agent, in an amount equal to the
average daily unused portion of such Bank's Commitment times the applicable
average rate per annum that is derived from the Commitment Fee Rate calculated
for the relevant period for which payment is required to be made. 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

                                      44
<PAGE>

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.

     4.06  Letter of Credit Fees.

     (a)  The Company shall pay to the Administrative Agent for the account of
each of the Banks, 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 Standby L/C Risk Participation Fee Rate 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 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 Commercial L/C Risk Participation Fee Rate 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 Commercial Letters of
Credit while outstanding, in each case computed on a monthly basis in arrears as
of the last Business Day of each calendar 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 issuance fees
with respect to such Letters of Credit have been paid.

     (b)  The Company shall pay to the Administrative Agent for the account of
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 a monthly basis in arrears
as of the last Business Day of each calendar month based upon Letters of Credit
outstanding for that month as calculated by the Administrative Agent. Such
fronting 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.

     (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,
presentation, 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)  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,
applicable Letter of Credit Fees shall be payable on overdue amounts on demand
at a rate equal to the rate at which

                                      45
<PAGE>

the applicable Letter of Credit Fees are charged pursuant to Section 4.06(a)
above, plus 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 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. 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 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


                                      46
<PAGE>

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 BT 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 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 Majority Banks 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 Banks of 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 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 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 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 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 Bank. Until such Bank gives notice otherwise, the
     right of the Company to select Eurodollar Rate Loans from that Bank shall
     be suspended and each Eurodollar Rate Loan outstanding from that 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.

                                      47
<PAGE>

          (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 5 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 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 9 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 BT, 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 BT, 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 BT 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


                                      48
<PAGE>

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.

     (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)   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)   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).



                                      49
<PAGE>

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

     (d)  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 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 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 the Company would be required to pay additional amounts to any Bank
pursuant to paragraph (b) or (c) 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.

     (g)  (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,



                                      50
<PAGE>

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 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.

     (h)  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(f) 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


                                      51
<PAGE>

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" 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

                                      52
<PAGE>

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.

                                  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 (and in the case of any agreements, documents, opinions
and certificates (other than those delivered pursuant to Sections 5.01(g) and
(h)), in sufficient copies for the Administrative Agent and each Bank) 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 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:


                                      53
<PAGE>

          (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, dated 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

          (ii)   an opinion of Mayer Brown & Platt and an opinion of Thompson,
     Hine & Flory, each addressed to the Administrative Agent and the Banks in
     form and substance satisfactory to the Administrative Agent.

          (iii)  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);



                                      54
<PAGE>

          (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 (including past delivery of
     a written notice to the Collection Bank to the effect that the security
     interest described in the Collection Bank Agreement has been granted and
     that all other cash collection arrangements are in form and substance
     satisfactory to the Lead Banks;

          (vi)   the Confirmation Agreement in the form of Exhibit P hereto,
     executed by each party thereto;

          (vii)  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;

     (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;

          (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, 1998, 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;


                                      55
<PAGE>

     (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 Holdings Note Indenture and the Holdings 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 October
31, 1999;

     (m)  Financial Statements.  (i)  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; and

          (ii) The documents required to be delivered by the Company as of the
     Effective Date pursuant to Section 7.01 of the Existing Credit Agreement.

     (n)  No Material Adverse Effect.  Since December 31, 1998, 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;

     (o)  Other Documents.  The certificates and other information required to
be delivered by the Company as of the Effective Date pursuant to Sections 7.02
and 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 following
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 Pro Rata
Shares 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

                                      56
<PAGE>

referred to in Section 2.02(a) of this Agreement to reflect the reallocation of
outstanding Revolving 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 such 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 such 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 such
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 Bank to make any
Loan to be made by it, to convert any Prime Rate Loan into a Eurodollar Rate
Loan under Section 2.04 or to continue a Eurodollar Rate Loan under 2.04 is
subject to the satisfaction of the following conditions precedent on the
relevant Borrowing Date or Conversion/Continuation Date; provided that only the
conditions set forth in Sections 5.05(a) and 5.05(c) 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

                                      57
<PAGE>

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

     (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.

                                      58
<PAGE>

     (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 its
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;

     (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 to own and operate its 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;

                                      59
<PAGE>

     (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 of its 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 its 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 w hich:

     (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
                                      60
<PAGE>

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 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.

     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, 1998 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
                                      61

<PAGE>

Company and its Subsidiaries dated June 30, 1999 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 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 $10,000,000 during the thirty-six 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 Environmental Permits
are in good standing, and
                                      62
<PAGE>

the Company and each of its Subsidiaries are in compliance with all material
terms and conditions of such 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.

     (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 $10,000,000 during the thirty-six month period commencing on
such date. In addition, (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 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
its Restricted Subsidiaries in the Collateral described therein and upon filing
of the UCC-1 financing statements in the offices in all of the jurisdictions
listed
                                      63
<PAGE>

in the schedule to the 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 its
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.

     6.16 Copyrights, Patents,The Company or its Restricted Subsidiaries own
or are licensed or otherwise have the right to Trademarks and Licenses, use all
of the patents, trademarks, service marks, trade names, copyrights, contractual
etc. 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 its 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

                                      64

<PAGE>

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(u).

     6.22 Receivables.  Each Eligible Receivable pledged by the Company 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 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 and counties where
the Company maintains Inventory at the time such Certificate is so delivered.

     6.24 Holdings Note Indenture, 9 1/2% Note Indenture, 1997 Floating and
Fixed Rate Note Indentures, 1998 Fixed Rate Note Indenture and 1998 Floating
Rate Credit Agreement 1/2. The Indebtedness to be incurred by the Company under
this Agreement is (i) "Permitted Indebtedness" under the 1997 Floating and Fixed
Rate Note Indentures pursuant to the definition of such term contained therein
and "Senior Debt" under the 1997 Floating and Fixed Rate Note Indenture
described in clause (ii) of the definition of the 1997 Floating and Fixed Rate
Note Indentures pursuant to the definition of such term contained therein, (ii)
"Permitted Indebtedness" under the 1998 Fixed Rate Note Indenture and the 1998
Floating Rate Credit Agreement pursuant to the definition of such term contained
therein and (iii) "Permitted Indebtedness" under the 9 1/2% Note Indentures
pursuant to clause (ii) of the definition of such term contained therein as this
Agreement constitutes a refinancing, renewal, extension, refunding or
replacement of the Existing Credit Agreement (which constitutes the "Credit
Agreement" as
                                      65
<PAGE>

defined in the 9 1/2% Note Indenture). The Loan Documents, when executed and
delivered by the parties thereto, are the "Credit Agreement" as such term is
used in clause (b) of Section 1016 of the 9 1/2% Note Indenture. 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 Holdings Note Indenture, the Holdings Notes, the 9 1/2% Note
Indenture, the 9 1/2% Notes, the 1997 Floating and Fixed Rate Note Indentures,
the 1997 Floating and Fixed Rate Notes, the 1998 Fixed Rate Note Indenture, the
1998 Fixed Rate Notes, the 1998 Floating Rate Loans or the 1998 Floating Rate
Credit Agreement.

     6.25 Material Adverse Effect.  Except as specifically disclosed in Schedule
6.25, since December 31, 1998, there has been no Material Adverse Effect.

     6.26 Year 2000 Compliance.  All Information Systems and Equipment are
either Year 2000 Compliant, or any reprogramming, remediation, or any other
corrective action, including the internal testing of all such Information
Systems and Equipment, has been completed except where the failure to be so
completed would not have a Material Adverse Effect. Further, to the extent that
such reprogramming/remediation and testing action is required, the cost thereof,
as well as the cost of the reasonably foreseeable consequences of failure to
become Year 2000 Compliant, to the Borrower and its Subsidiaries (including,
without limitation, reprogramming errors and the failure of other systems or
equipment) will not result in an Event of Default or a 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 with sufficient copies for each Bank, in form and detail satisfactory to
the Majority Banks:

     (a)  as soon as available, but not later than 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;

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<PAGE>

     (b)  as soon as available, but not later than 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 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 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 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, except with respect to Sections 7.02(f) and 7.02(g),
with sufficient copies for each 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;

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     (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 Borrower 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 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 Borrower 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;

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     (f)  no later than ten (10) days after the removal of any Inventory of the
Company from the states and counties listed on the then current Perfection
Certificates to a state or county not so listed, a revised Perfection
Certificate and UCC-1 financing statements, executed by the Company, in proper
form for filing to perfect the security interest of the Collateral Agent for the
benefit of the Administrative Agent and the Banks in 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 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 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 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 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 $100,000, 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));

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     (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 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; and

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

     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 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

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     (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 of its
Restricted Subsidiaries 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 in the
absence of 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, 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 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 nature and extent of all insurance maintained by the Company
and its 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 of
its Restricted Subsidiaries 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.

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     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 of its 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.  The Company shall maintain and shall
cause each Restricted Subsidiary to maintain proper Books and Records 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 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 2000 (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
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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 $10,000,000.

     (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 TNRCC, 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
the proceeds of the Loans 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.

     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
and continuations thereof, 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.

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     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.

     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.

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     7.16 Year 2000 Compliance.  The Company shall ensure that its Information
Systems and Equipment are, at all times, Year 2000 Compliant, except insofar as
the failure to do so will not result in a Material Adverse Effect, and shall
notify the Administrative Agent and the Banks promptly upon detecting any
failure of the Information Systems and Equipment to be Year 2000 Compliant if
such failure would reasonably be expected to have a Material Adverse Effect.


                                 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

                                      75
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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 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 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

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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;

     (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 9-319 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);

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

     (s)  Liens on assets (other than assets of the same type as the Collateral)
securing Indebtedness and other obligations acquired in connection with the
acquisition of such assets; provided, that such Indebtedness is permitted to be
incurred under Section 8.05(j) hereof, and provided, further, that such liens
existed at the time of such acquisition and were not created in anticipation of
such acquisition;

     (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 $20,000,000 plus the maximum amount which may be drawn
under the External FW Letter of Credit of Cash and/or Qualifying Investments at
any time plus investments thereof and income thereon to secure Indebtedness
permitted by Section 8.05(i); and

     (v)  other Liens securing Indebtedness of up to $2,000,000 at any time.

     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:

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     (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;

     (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)  sell or otherwise dispose of all or part of its Terminal Business and
certain related assets thereto; provided that (i) the purchase price received
for any such sale shall be paid in cash upon the consummation of such sale, (ii)
the purchase price received shall not be less than $20,000,000, (iii) the
purchase agreement in connection with such sale shall provide for customary
environmental indemnities and (iv) the purchase agreement (including, without
limitation, provisions with respect to environmental indemnities) in connection
with such sale shall otherwise be in form and substance reasonably satisfactory
to the Administrative Agent.

     (h)  sell, assign and/or lease to Port Arthur Coker Company L.P.,
engineering, design and construction work in process relating to the PACC Coker
Project, together with all related crude oil purchase agreements, supply
agreements, and lease to Port Arthur Coker Company L.P. ancillary equipment in
accordance with Section 8.01(t) and grant to Port Arthur Coker Company L.P.
easements for access to ancillary equipment in accordance with Section 8.01(t)
and related assets thereto; provided that (i) the purchase price for the assets
described above is equal to or greater than the cost paid by the Company and the
Company has received fair market value for the assets which are being sold,
assigned or leased, (ii) the value received for any such sale, assignment or
lease shall be paid in cash upon the consummation of such sale, assignment or
lease and (iii) the agreements governing such sale, assignment or lease shall
otherwise be in form and substance reasonably satisfactory to the Administrative
Agent.

     (i)  the sale, assignment, lease, conveyance, transfer or other
disposition of other property not described in clauses (a)-(h), 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 (i) in the following year.

     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


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<PAGE>

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; and

     (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.

     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 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. 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
which may be formed or acquired after the date of this Agreement that becomes a
co-borrower or guarantor under this Agreement 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 borrower 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 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), 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;

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<PAGE>

     (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);

     (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) and/or (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); provided that (a) the seller with respect to such
acquisition has provided an environmental indemnity (including with respect to
costs and expenses) satisfactory to the Administrative Agent, and (b) an
independent consultant, acceptable to the Agents, in their sole discretion,
projects in writing 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; and

     (j)  Investments other than those described in clauses (a), (b) and
(d)-(i) in an aggregate amount not exceeding $25,000,000, less the aggregate
amount of Investments outstanding that are described in Section 8.04(c).

     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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<PAGE>

     (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) and (m);

     (e)  Indebtedness of the Company incurred in connection with 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 9 1/2%
Notes, the 1997 Floating and Fixed Rate Notes and/or the 1998 Fixed Rate Notes
and/or the 1998 Floating Rate Loans 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 9 1/2% Note Indenture and/or the
applicable 1997 Floating and Fixed Rate Note Indenture and/or the 1998 Fixed
Rate Note Indenture and/or the 1998 Floating Rate Credit Agreement;

     (h)  Indebtedness incurred by Unrestricted Subsidiaries to the extent
permitted under the 9 1/2% Note Indenture, the Holdings Note Indenture, the 1997
Floating and Fixed Rate Note Indentures, the 1998 Fixed Rate Note Indenture and
the 1998 Floating Rate Credit Agreement;

     (i)  Indebtedness consisting of letters of credit issued for the account
of the Company and reimbursement obligations in connection therewith in an
aggregate principal amount outstanding at any time not exceeding $20,000,000
plus the maximum amount which may be drawn under the External FW Letter of
Credit; and
     (j)  additional unsecured Indebtedness incurred by the Company in a total
amount outstanding at any time not exceeding $75,000,000; 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 (j), not more than
$25,000,000 of all Indebtedness outstanding under this clause (j) 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 (j) may be secured if the liens securing such Indebtedness are
permitted under Section 8.01(i) or (s) hereof.

     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 Borrower which have been approved by a
majority of the board of

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<PAGE>

directors of the Borrower, 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 $1,000,000 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 exceed $100,000,000; and provided,
further that no such Swap Contract shall have a term greater than five 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 $40,000,000;

     (g)  Contingent Obligations of the Company in an amount not exceeding
$300,000 with respect to the limited guaranty by the Company of a working
capital facility for Polymer Asphalt Products, L.C., a Missouri limited
liability company;

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

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

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     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 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.

     (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).

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     8.11 Restricted Payments.  The Company shall not, and shall not suffer or
permit any 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 9 1/2%
Notes or the 1997 Floating and Fixed Rate Notes or the 1998 Fixed Rate 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 purpose of making payments of interest on the Holdings
Notes and/or cash taxes which are due in accordance with the terms of the Tax
Sharing Agreement, (b) in addition to clauses (a) and (f) of 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 $100,000,000 in aggregate principal amount of 9 1/2%
Notes, the 1997 Floating and Fixed Rate Notes; the 1998 Fixed Rate Notes prior
to the regularly scheduled payment date thereof, 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, (d) in addition to (c) above, prepay or
redeem not more than 35% of the aggregate principal amount of the 1997 Floating
and Fixed Rate Notes originally issued, with the proceeds received from the
issuance of Capital Stock of the Company, Parent or Holdings in accordance with
the terms of such Notes as in effect on the dates of their respective indentures
or credit agreements, (e) in addition to clauses (c) and (d) above, prepay or
redeem not more than 35% of the aggregate principal amount of the 1998 Fixed
Rate Notes originally issued, with the proceeds received from the issuance of
Capital Stock of the Company, Parent or Holdings in accordance with the terms of
such Notes as in effect on the date of the indenture relating thereto and (f)
the Company may declare and pay dividends or make other distributions to
Holdings and Parent 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 their existence and their
ownership of Holdings and the Borrower 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

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

     (b)  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 or Qualifying Investments to the
extent permitted by Section 8.01(m), Section 8.01(o) or 8.01(u).

     (c)  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 aggregate amount of its Cash, Cash
Equivalents and Qualifying Investments to be less than $50,000,000 or less than
$75,000,000 on the last day of any calendar month.

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<PAGE>

     (c)  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 $150,000,000.

     (d)  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, any of the 9 1/2% Notes, any of the 1997 Floating and
Fixed Rate Notes, any of the 1998 Fixed Rate Notes, any of the 1998 Foating Rate
Loans, any debt instrument entered into in connection with any refinancing
thereof permitted under this Agreement, the 9 1/2% Note Indenture, the 1997
Floating and Fixed Rate Note Indentures, the 1998 Fixed Rate Note Indenture, the
1998 Floating Rate Credit Agreement, 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 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.

                                  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 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 its 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

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<PAGE>

     (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 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 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 60 days after
commencement, filing or levy; (ii) Holdings, the Company or any of their
respective Subsidiaries (other than any Restricted Subsidiaries with

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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-US. 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 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 Company
or any Restricted Subsidiary involving in the aggregate a liability 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 10 days after
the entry thereof; or

     (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 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

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     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 Note Indenture or the Holdings Notes, 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; or

     (o)  Holdings incurs on or after the Effective Date any secured or
unsecured Indebtedness in the aggregate in excess of $25,000,000; provided that
the incurrence of Indebtedness by Holdings to refinance in whole the Holdings
Notes and to pay any applicable premiums and expenses, which indebtedness shall
be on terms no less favorable, in the aggregate (as determined by the Agents in
their sole discretion), to the Banks, Holdings or the Company than the terms of
the Holdings Notes shall not be an Event of Default under clause (n) or (o)
above.

     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,

     (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;

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<PAGE>

     (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.

     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.


                                  Article X.

               THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
               -------------------------------------------------



     10.01  Appointment of Agent.

     (a)  Each Bank hereby designates BT 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.

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<PAGE>

     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 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

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<PAGE>

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 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, BT
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. BT 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

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<PAGE>

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
BT 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.

     (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 10 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
BT as Administrative Agent shall also operate as a removal of BT 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

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<PAGE>

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 Section 8.01(u); provided that at
the time of such release no Default or Event of Default shall have occurred and
be continuing. 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 or 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

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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 the Company's execution financing
statements on form UCC-1 or UCC-3 in each jurisdiction in which the Company has
advised the Administrative Agent that it has Collateral and has arranged for
appropriate recordation thereof in each such jurisdiction.

    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.

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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 or as the Documentation Agent shall have
any obligation, liability, responsibility or duty under this Agreement other
than, in the case of the Documentation Agent and 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 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 $50,000,000;

    (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 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;

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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) the Fee Letters may be amended, or rights or privileges
thereunder waived, in a writing executed by the parties thereto and (v) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent, the Syndication Agent, the Documentation 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).  Notwithstanding the foregoing, amendments to the Loan
Documents entered into to give effect to any increase in the Commitments
pursuant to Section 2.11 need not be approved by the Majority Banks.

     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 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.

                                      97
<PAGE>

     (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 and each of their respective officers, directors,
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

                                      98
<PAGE>

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. 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 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

                                      99
<PAGE>

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 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
financial institutions all or a portion of its rights and obligations under this
Agreement, the Notes and the other Loan Documents, with 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,
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. No such assignment shall be for less than $5,000,000 of the
combined Commitments unless it is to another Bank. (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.) Nothing in this Section
11.07 shall prevent or prohibit any Bank from pledging its rights under this
Agreement and/or its Loans, Notes and/or Letters of Credit hereunder to a
Federal Reserve Bank in support of borrowings made by such Bank from such
Federal Reserve Bank, provided that no such pledge shall at any time release
such Bank from any of its obligations under the Loan Documents.

     (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.

                                      100
<PAGE>

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 11.8(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, 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, and (e) 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 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

                                      101
<PAGE>

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.

     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


                                      102
<PAGE>

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 understandings of such Persons (other than that
certain Commitment Letter, dated as of September 27, 1999, among the Company and
the Agents), verbal or written, relating to the subject matter of this Agreement
and thereof.


                                      103
<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.

                         CLARK REFINING & MARKETING, INC.

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

                         Address for notices:

                         Clark Refining & Marketing, Inc.
                         8182 Maryland Avenue
                         St. Louis, Missouri  63105

                         Telephone: (314) 854-1469
                         Fax:  (314) 854-1570




                                      104
<PAGE>

                                     AGENTS
                                     ------

                         BANKERS TRUST COMPANY
                         as Administrative Agent
                         and Collateral Agent

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

                         Address for notices:

                         Jerome Goodridge
                         Bankers Trust Company
                         14 Wall Street, 3rd Floor
                         New York, New York 10005


                         Telephone: (212) 618-2141
                         Fax:  (212) 618-2117

                         With a copy to:

                         Marcus M. Tarkington
                         Bankers Trust Company
                         130 Liberty Street
                         Mailstop 2344
                         New York, NY  10006

                         Telephone:  (212) 250-7684
                         Fax: (212) 250-8693



                                      105
<PAGE>

                         THE TORONTO DOMINION BANK
                           as Syndications Agent

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

                         Address for notices:

                         Toronto Dominion (Texas), Inc.
                         909 Fannin Street
                         Houston, TX 77010

                         Telephone: (713) 653-8248
                         Fax:  (713) 951-9921


                         BANKBOSTON, N.A.
                           as Documentation Agent

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

                         Address for notices:

                         BankBoston, N.A.
                         100 Federal Street
                         Boston, MA 02110

                         Telephone: (617) 434-4067
                         Fax:  (617) 434-3652




                                      106
<PAGE>

                                    LENDERS
                                    -------

                         ABN AMRO BANK
                           as a Bank

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

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

                         Address for notices:

                         ABN AMRO Bank
                         135 South LaSalle Street
                         Chicago, IL 60674-9135

                         Telephone: (312) 904-5215
                         Fax:  (312) 606-8425




                                      107
<PAGE>

                         ARAB BANKING CORPORATION (B.S.C.)
                           as a Bank

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

                         Address for notices:

                         ARAB BANKING CORP.
                         277 Park Avenue, 32nd Floor
                         New York, NY 10172-3299

                         Telephone: (___) _________
                         Fax: (___) _________




                                      108
<PAGE>

                         BANKBOSTON, N.A.
                           as a Bank

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

                         Address for notices:

                         BankBoston, N.A.
                         100 Federal Street
                         Boston, MA 02110

                         Telephone: (617) 434-4067
                         Fax:  (617) 434-3652





                                      109
<PAGE>

                         BANKERS TRUST COMPANY
                           as a Bank

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

                         Address for notices:

                         Marcus M. Tarkington
                         Bankers Trust Company
                         130 Liberty Street
                         Mailstop 2344
                         New York, New York 10005

                         Telephone: (212) 250-7684
                         Fax:  (212) 250-8693





                                      110
<PAGE>

                         COAST BUSINESS CREDIT
                           as a Bank

                         By: /s/ Robert D. Peters
                             ----------------------------------
                             Name:  Robert D. Peters
                             Title:  Vice President

                         Address for notices:

                         12121 Wilshire Boulevard
                         Suite 1400
                         Los Angeles, CA 90025

                         Telephone: (310) 820-6681
                         Fax: (310) 979-5828



                                      111
<PAGE>

                         COMERICA BANK
                           as a Bank

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

                         Address for notices:

                         Comerica Bank
                         500 Woodward Avenue
                         23rd Floor
                         Detroit, Michigan 48226-3329

                         Telephone: (313) 222-3002
                         Fax:  (313) 222-3377




                                      112
<PAGE>

                         CONGRESS FINANCIAL CORPORATION
                           as a Bank

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

                         Address for notices:

                         Congress Financial Corporation
                         1133 Avenue of the Americas
                         New York, NY 10036

                         Telephone: (212) 840-2000
                         Fax: (212) 545-4283



                                      113
<PAGE>

                         CREDIT LYONNAIS NEW YORK BRANCH
                          as a Bank

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

                         Address for notices:

                         Credit Lyonnais,
                         Houston Representative Office
                         1000 Louisiana
                         Suite 5360
                         Houston, Texas 77002


                         Telephone: (713) 753-8723
                         Fax:  (713) 751-0307



                                      114
<PAGE>

                         THE FUJI BANK, LIMITED
                           as a Bank

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

                         Address for notices:

                         The Fuji Bank, Limited
                         225 West Wacker Drive, Suite 2000
                         Chicago, Illinois 60606


                         Telephone: (312) 621-0397
                         Fax:  (312) 621-0539



                                      115
<PAGE>

                         GMAC COMMERCIAL CREDIT LLC
                         as a Bank

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

                         Address for notices:

                         GMAC Commercial Credit LLC
                         1290 Avenue of the Americas
                         3rd Floor
                         New York, NY 10104
                         Attn:  Frank Imperato


                         Telephone: (212) 408-7026
                         Fax: (212) 408-7162



                                      116
<PAGE>

                         HELLER FINANCIAL, INC.
                           a Bank

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

                         Address for notices:

                         Heller Financial, Inc.
                         500 West Monroe Street
                         Chicago, IL 60661
                         Attn:  Accounts Manager, Corporate Finance Group


                         Telephone: (312) 441-7500
                         Fax: (312) 441-7367

                         with a copy to:

                         Heller Financial, Inc.
                         500 West Monroe Street
                         Chicago, IL 60661
                         Attn:  Legal Department, Corporate Finance Group

                         Telephone: (312) 441-7500
                         Fax: (312) 441-7367


                                      117
<PAGE>

                         HIBERNIA NATIONAL BANK
                           as a Bank

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

                         Address for notices:

                         Hibernia National Bank
                         313 Carondolet Street
                         Energy & Maritime Department
                         New Orleans, Louisiana 70130


                         Telephone: (504) 533-3513
                         Fax:  (504) 533-5434



                                      118
<PAGE>

                         MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
                           as a Bank

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

                         Address for notices:

                         Mercantile Bank of St. Louis National Association
                         Mercantile Center
                         7th & Washington
                         St. Louis, Missouri 63101


                         Telephone: (314) 425-1967
                         Fax:  (314) 425-2162




                                      117
<PAGE>

                         SIEMENS CREDIT CORP.
                           as a Bank

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

                         Address for notices:

                         Siemens Credit Corp
                         991 U.S. Highway 22
                         Bridgewater, New Jersey 08807-2956


                         Telephone: (   )
                         Fax:  (   )


                                      120
<PAGE>

                         SOVEREIGN BANK
                           as a Bank

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

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

                         Address for notices:


                         Sovereign Bank
                         50 Rose Wharf
                         Boston, Massachusetts 02110

                         Telephone: (617) 478-6710
                         Fax:  (617) 478-6799


                                      121
<PAGE>

                         SOCIETE GENERALE, SOUTHWEST AGENCY
                           as a Bank

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

                         Address for notices:

                         Societe Generale, Southwest Agency
                         Trammell Crow Center
                         2001 Ross Avenue - Suite 4800
                         Dallas, Texas  75201

                         Telephone: (214) 979-2769
                         Fax:  ( 214) 979-1104



                                      122
<PAGE>

                         TORONTO DOMINION(TEXAS), INC.
                         as a Bank

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

                         Address for notices:


                         Toronto Dominion (Texas), Inc.
                         909 Fannin Street
                         Houston, Texas 77010


                         Telephone: (713) 653-8248
                         Fax:  (713) 951-9921



                                      123
<PAGE>

                         TRANSAMERICA BUSINESS CREDIT CORPORATION
                           as a Bank

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

                         Address for notices:


                         Transamerica Business Credit Corporation
                         555 Theodore Fremd Avenue, Suite C-301
                         Rye, New York 10580


                         Telephone: (914) 925-7230
                         Fax:  (914) 921-5883



                                      124
<PAGE>

                         UNION BANK OF CALIFORNIA, N.A.

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

                         Address for notices:


                         Union Bank of California, N.A. Energy Capital
                           Services
                         445 South Figueroa Street
                         Los Angeles, CA 90071


                         Telephone: (213) 236-5772
                         Fax:  (213) 236-4096



                                      125
<PAGE>

                         WELLS FARGO BANK (TEXAS), N.A.
                           as a Bank

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

                         Address for notices:


                         Wells Fargo Bank (Texas), N.A.
                         Energy Department
                         1445 Ross Avenue, LB 224
                         Suite 450, 4th Floor
                         Dallas, Texas 75202-0291


                         Telephone: (214) 777-4026
                         Fax:  (214) 777-4044


                                      126
<PAGE>

                         ISSUING BANKS
                         -------------

                         BANKERS TRUST COMPANY
                           as Issuing Bank

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

                         Address for notices:

                         Bankers Trust Company
                         14 Wall Street
                         New York, New York 10005
                         Attention:  Kathleen Rondon

                         Telephone: (212) 618-2127
                         Fax:  (212) 618-2428



                         THE TORONTO DOMINION BANK
                           as Issuing Bank

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

                         Address for notices:


                         Toronto Dominion (Texas), Inc.
                         909 Fannin Street
                         Houston, TX 77010


                         Telephone: (713) 653-8248
                         Fax:  (713) 951-9921


                                      127
<PAGE>

                         BANKBOSTON, N.A.
                           as Issuing Bank

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

                         Address for notices:


                         BankBoston, N.A.
                         100 Federal Street
                         Boston, MA 02110


                         Telephone: (617) 434-4067
                         Fax:  (617) 434-3652



                                      128
<PAGE>

                                SCHEDULE 1.01(a)
                                ----------------

                                                            Allocation
                                                        ------------------

Bankers Trust Company                                         $ 73,333,334
Toronto Dominion (Texas), Inc.                                $ 58,333,333
BankBoston, N.A.                                              $ 58,333,333


ABN AMRO Bank                                                 $ 20,000,000
Arab Banking Corporation (B.S.C.)                             $ 15,000,000
Coast Business Credit                                         $ 25,000,000
Comerica Bank                                                 $ 25,000,000
Congress Financial Corporation                                $ 50,000,000
Credit Lyonnais New York Branch                               $ 20,000,000
The Fuji Bank, Limited                                        $ 15,000,000
GMAC Commercial Credit LLC                                    $ 50,000,000
Heller Financial, Inc.                                        $ 20,000,000
Hibernia National Bank                                        $ 10,000,000
Siemens Credit Corp.                                          $ 15,000,000
Societe Generale Southwest Agency                             $ 25,000,000
Sovereign Bank                                                $ 20,000,000
Transamerica Business Credit Corporation                      $ 15,000,000
Wells Fargo Bank (Texas), N.A.                                $ 25,000,000
                                                        ------------------
               TOTAL:                                         $540,000,000
                                                        ==================



                                      129
<PAGE>

                       Clark Refining & Marketing, Inc.
                             Pricing Grid(1), (2)

                   Applicable LC and Eurodollar Rate Margin:

<TABLE>
<CAPTION>

                  The Lower of                             Average Cash as % of Avg. Outstandings(4)
---------------------------------------------      ---------------------------------------------------------
    S&P Rating(3)         Moody's Rating(3)           *** 33%              33% - 66%            * 66%
---------------------  ----------------------      ----------------    ----------------    -----------------
<S>                    <C>                        <C>                 <C>                 <C>
      * BB+                     * Ba1                    225                 200                  175
        BB                        Ba2                    250                 225                  200
        BB-                       Ba3                    275                 250                  225
         B+                       B1                     300                 275                  250
      ** B                    *** B2                     325                 300                  275

</TABLE>
*   Greater than or equal to
**  Less than or equal to
*** Less than


                         Applicable Prime Rate Margin:

<TABLE>
<CAPTION>
                  The Lower of                             Average Cash as % of Avg. Outstandings(4)
---------------------------------------------      ---------------------------------------------------------
<S>                    <C>                        <C>                 <C>                 <C>
    S&P Rating(3)         Moody's Rating(3)           *** 33%              33% - 66%            * 66%
---------------------  ----------------------      ----------------    ----------------    -----------------
      * BB+                     * Ba1                    125                 100                   75
        BB                        Ba2                    150                 125                  100
        BB-                       Ba3                    175                 150                  125
         B+                        B1                    200                 175                  150
      ** B                     *** B2                    225                 200                  175
</TABLE>
*   Greater than or equal to
**  Less than or equal to
*** Less than


  Applicable Commitment Fee:

<TABLE>
<CAPTION>
                                        Average Utilization(5)
------------------------------------------------------------------------------------------------------
<S>                                   <C>                                           <C>
             *** 33%                                 33% - 66%                         *** 66%
----------------------------------    -------------------------------------------   ------------------
                75                                     62.5                                50

</TABLE>
*   Greater than or equal to
**  Less than or equal to
*** Less than

1  All rates expressed as basis points per annum.

2  If Total Debt/LTM EBITDA Less than 4.0, each rate in this Pricing Grid will
   be reduced by 25 basis points. Pricing on the Indebtedness/LTM EBITDA option
   will be determined (a) using, as the numerator, Indebtedness that would
   appear as a line item on a consolidated balance sheet of the Company and its
   Restricted Subsidiaries as of the last day of the relevant month and (b)
   using, as the denominator ("LTM EBITDA"), EBITDA of the Company and its
   Restricted Subsidiaries for the consecutive 12-month period ending on such
   last day.

3  Based on Senior Unsecured Debt Rating of Clark Refining & Marketing, Inc.

4  Pricing on the Average Cash as percentage of Average Outstandings will be
   determined (a) using, as the numerator, the average daily amount of Cash
   Collateral during the relevant month and (b) using, as the denominator (i.e.,
   "Outstandings"), the sum of (i) the daily average undrawn stated amount of
   all Letters of Credit outstanding during such month and (ii) the daily
   average of all Loans outstanding during such month, with such fraction being
   calculated as a percentage. Cash Collateral means, the sum, without
   duplication, of Eligible Cash, Eligible Cash Equivalents and 95% of Eligible
   Investments (in each case as reflected in the books and records of the
   Administrative Agent on such date of determination).

5  "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 plus the Effective Amount of all Loans on such
   day and (b) the denominator of which is the aggregate Commitments on such
   day, expressed as a percentage.