<PAGE>

                                                                     Exhibit 4.5

                              TERM CREDIT AGREEMENT

                                   dated as of

                                December 10, 2002

                                      among

                           LYONDELL-CITGO REFINING LP,
                         a Delaware Limited Partnership

                            The Lenders from time to
                              time parties hereto,

                                       and

                           CREDIT SUISSE FIRST BOSTON,
                             as Administrative Agent

                                  $450,000,000

                                 as arranged by

         CREDIT SUISSE FIRST BOSTON and BANC OF AMERICA SECURITIES LLC,
                  as Lead Arrangers, and as Joint Book Runners

                                       and

              CREDIT SUISSE FIRST BOSTON and BANK OF AMERICA, N.A.,
                              as Syndication Agents

                                       and

<PAGE>

                  WESTLB AG, NEW YORK BRANCH and SUNTRUST BANK,

                           as Co-Documentation Agents

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                          Page
<S>                                                                                         <C>
ARTICLE I     DEFINITIONS ..............................................................    1

     Section 1.01   Certain Defined Terms ..............................................    1

     Section 1.02   Other Definitional Provisions ......................................   24

     Section 1.03   Captions ...........................................................   24

ARTICLE II    CREDIT FACILITY ..........................................................   24

     Section 2.01   The Facility .......................................................   24

     Section 2.02   Making the Loans ...................................................   25

     Section 2.03   Reduction of Commitments ...........................................   26

     Section 2.04   Fees ...............................................................   26

     Section 2.05   Interest; Determination and Protection; Illegality .................   26

     Section 2.06   Interest Period Conversion .........................................   29

ARTICLE III   PAYMENTS, PREPAYMENTS, INCREASED COSTS AND TAXES .........................   30

     Section 3.01   Payments and Computations ..........................................   30

     Section 3.02   Mandatory Prepayments ..............................................   31

     Section 3.03   Voluntary Prepayments ..............................................   31

     Section 3.04   Funding Losses Relating to Eurodollar Rate Loans ...................   31

     Section 3.05   Increased Costs; Capital Adequacy ..................................   32

     Section 3.06   Taxes ..............................................................   33

     Section 3.07   Substitution of Lender .............................................   35

ARTICLE IV    CONDITIONS TO LOANS ......................................................   36

     Section 4.01   Conditions to Loans ................................................   36

     Section 4.02   Further Conditions to Borrowing ....................................   40

     Section 4.03   Deemed Fulfilled Conditions ........................................   40

ARTICLE V     REPRESENTATIONS AND WARRANTIES OF THE BORROWER ...........................   40

     Section 5.01   Organization; Power; Qualification .................................   40

     Section 5.02   Authorization; Enforceability; Absence of Conflicts; Required
                    Consents ...........................................................   41

     Section 5.03   Compliance With Laws; Environmental Matters ........................   42

     Section 5.04   No Defaults ........................................................   42
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                        <C>
     Section 5.05   Litigation .........................................................   42

     Section 5.06   Financial Statements; Disclosure ...................................   42

     Section 5.07   Taxes ..............................................................   44

     Section 5.08   Government Regulation ..............................................   44

     Section 5.09   Employee Benefit Plans .............................................   44

     Section 5.10   Title to Property; Leases ..........................................   45

     Section 5.11   Labor Matters ......................................................   45

     Section 5.12   Intellectual Property ..............................................   45

     Section 5.13   Use of Proceeds ....................................................   45

     Section 5.14   Location of Real Estate ............................................   46

     Section 5.15   Creation of Liens on Collateral ....................................   46

     Section 5.16   Perfection of Collateral ...........................................   46

     Section 5.17   Priority of Liens on Collateral ....................................   46

     Section 5.18   Subsidiaries .......................................................   47

     Section 5.19   Excluded Property ..................................................   47

ARTICLE VI    FINANCIAL STATEMENTS AND INFORMATION .....................................   47

     Section 6.01   Reporting Requirements .............................................   47

     Section 6.02   Books and Records ..................................................   49

     Section 6.03   Visits, Inspections and Discussions ................................   50

ARTICLE VII   CERTAIN COVENANTS ........................................................   50

     Section 7.01   Maintenance of Existence, Properties, and Permits ..................   50

     Section 7.02   Compliance With Governmental Requirements ..........................   51

     Section 7.03   Payment of Taxes and Claims ........................................   51

     Section 7.04   Insurance; Casualty ................................................   52

     Section 7.05   Further Assurances Regarding Collateral ............................   53

     Section 7.06   Liens ..............................................................   53

     Section 7.07   Restricted Payments ................................................   53

     Section 7.08   Limitations on Mergers, Etc ........................................   54

     Section 7.09   Disposition of Assets ..............................................   54

     Section 7.10   Indebtedness .......................................................   55

     Section 7.11   Transactions With Affiliates .......................................   56

     Section 7.12   Limitation on Restrictive Covenants ................................   56
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                        <C>
     Section 7.13   Issuance or Disposition of Capital Securities ......................   56

     Section 7.14   Investments ........................................................   56

     Section 7.15   Business ...........................................................   57

     Section 7.16   Fiscal Year ........................................................   57

     Section 7.17   Financial Covenants ................................................   57

     Section 7.18   Certain Material Agreements ........................................   57

     Section 7.19   Use of Proceeds ....................................................   58

     Section 7.20   New Subsidiaries ...................................................   58

     Section 7.21   New Property .......................................................   59

ARTICLE VIII  DEFAULT ..................................................................   59

     Section 8.01   Events of Default ..................................................   59

     Section 8.02   Remedies ...........................................................   64

     Section 8.03   Application of Proceeds ............................................   65

     Section 8.04   Set-Off; Suspension of Payment and Performance .....................   66

     Section 8.05   Sharing of Recoveries ..............................................   66

ARTICLE IX    THE AGENT ................................................................   67

     Section 9.01   Appointment and Powers .............................................   67

     Section 9.02   Limitation on Agent's Liability ....................................   67

     Section 9.03   Defaults ...........................................................   67

     Section 9.04   Rights as a Lender .................................................   68

     Section 9.05   Indemnification ....................................................   68

     Section 9.06   Non-Reliance on Agent and Other Lenders ............................   68

     Section 9.07   Resignation of the Agent ...........................................   68

     Section 9.08   CERTAIN INTENTIONS .................................................   69

     Section 9.09   Excecution of Security Documents ...................................   69

     Section 9.10   Releases of Collateral .............................................   69

ARTICLE X     MISCELLANEOUS ............................................................   70

     Section 10.01  Notices and Deliveries .............................................   70

     Section 10.02  Expenses; Indemnification ..........................................   71

     Section 10.03  Rights Cumulative ..................................................   73

     Section 10.04  Confidentiality ....................................................   73

     Section 10.05  Amendments; Waivers ................................................   75
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                        <C>
     Section 10.06  Assignments and Participations .....................................   75

     Section 10.07  GOVERNING LAW ......................................................   78

     Section 10.08  JUDICIAL PROCEEDINGS; WAIVER OF JURY TRIAL .........................   78

     Section 10.09  Severability of Provisions .........................................   79

     Section 10.10  Counterparts; Integration; Binding Effect ..........................   79

     Section 10.11  Entire Agreement ...................................................   79

     Section 10.12  Successors and Assigns .............................................   79
</TABLE>

                                      -iv-

<PAGE>

ANNEXES, EXHIBITS AND SCHEDULES

<TABLE>
<S>                         <C>
Annex A               -     Lender Information
Exhibit A             -     Form of Note
Exhibit B             -     Form of Security Agreement
Exhibit C             -     Form of Mortgage
Exhibit 1.01-A        -     Form of Qualified Subordinated Debt
Exhibit 2.02          -     Form of Notice of Borrowing
Exhibit 2.06                -        Form of Notice of Conversion
Exhibit 4.01(c)             -        Form of Secretary's Certificate
Exhibit 4.01(g)-1           -        Form of Opinion of New York and Texas Counsel to Borrower
Exhibit 4.01(g)-2           -        Form of Opinion of Texas Corporate Counsel to Borrower
Exhibit 4.01(h)             -        Form of Officer's Certificate
Exhibit 6.01(a)             -        Form of Quarterly Compliance Certificate
Exhibit 6.01(b)             -        Form of Annual Compliance Certificate
Exhibit 10.04(c)-1          -        Form of Assignee Confidentiality Agreement
Exhibit 10.04(c)-2          -        Form of Participant Confidentiality Agreement
Exhibit 10.04(c)-3          -        Form of Outside Representative Confidentiality Agreement
Exhibit 10.06(a)            -        Form of Assignment Agreement

Schedule A            -     ERISA Assumptions
Schedule B            -     Legal Descriptions of Excluded Property Consisting of Real Property
Schedule C            -     Legal Description of the Refinery
Schedule 5.15         -     UCC Financing Statements
</TABLE>

                                       -v-

<PAGE>

                              TERM CREDIT AGREEMENT

                          dated as of December 10, 2002

LYONDELL-CITGO REFINING LP, a Delaware limited partnership, the LENDERS listed
on the signature pages hereof and any Lender hereafter becoming a party hereto
in accordance with the provisions hereof and CREDIT SUISSE FIRST BOSTON, as
Administrative Agent, agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

       Section 1.01  Certain Defined Terms. As used in this Term Credit
Agreement, the following terms have the meanings assigned to them below:

       "Acceptable Security Interest" in any Property means a Lien which (a)
exists in favor of the Collateral Agent for the benefit of the Secured Parties;
(b) is a first priority Lien superior to all other Liens (other than Permitted
Liens); (c) secures the Obligations; (d) is perfected (to the extent it can be
perfected by filing a financing statement or recording a mortgage or deed of
trust) and enforceable against all Persons in preference to any rights of any
such Person therein (other than Permitted Liens); and (e) is in full force and
effect.

       "Accumulated Funding Deficiency" has the meaning specified in Section 302
of ERISA.

       "Adjusted Base Rate" means, at any time, the sum of the Base Rate plus
the Applicable Margin for Base Rate Loans, in each case, as in effect at such
time.

       "Adjusted Eurodollar Rate" means, for any day in an Interest Period for
any Eurodollar Rate Loan, an interest rate per annum equal to the sum of (a) the
quotient, expressed as a percentage, resulting from the division of (i) the
Eurodollar Rate for such Interest Period by (ii) the percentage equal to 100%
minus the Eurodollar Rate Reserve Percentage in effect on such day, plus (b) the
Applicable Margin in effect on such day.

       "Affiliate" means, as to any Person, any other Person that, directly or
indirectly through one or more intermediaries or otherwise, controls, is
controlled by, or is under common control with, such Person. As used in this
definition, "control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person

<PAGE>

(whether through ownership of securities or limited liability company,
partnership or other ownership interests, by contract or otherwise). For
purposes of this Agreement, each of the Partners is an Affiliate of the
Borrower.

       "Affiliate Indebtedness" means, as to any Person, Indebtedness of such
Person which is owed to any Affiliate of such Person.

       "Agent" means Credit Suisse First Boston, in its capacity as
administrative agent for the Lenders pursuant to this Agreement, and any
successor Agent appointed pursuant to Section 9.07.

       "Agent's Office" means the address of the Agent specified in or
determined in accordance with the provisions of Section 10.01.

       "Agreement" means this Term Credit Agreement, including all attached
Schedules, Annexes and Exhibits, each as amended, modified and supplemented from
time to time.

       "Applicable Margin" means:

       (a)    with respect to any Eurodollar Rate Loan the margin calculated as
              set out below:

              (i)    for the period from and including the Closing Date to but
                     excluding the first anniversary thereof, the Applicable
                     Margin shall be 3.00%; and

              (ii)   for the period from and including the first anniversary of
                     the Closing Date and at all times thereafter, the
                     Applicable Margin shall be 3.50%; and

       (b)    with respect to any Base Rate Loan, the margin calculated as set
              out below:

              (i)    for the period from and including the Closing Date to but
                     excluding the first anniversary thereof, the Applicable
                     Margin shall be 1.00%; and

              (ii)   for the period from and including the first anniversary of
                     the Closing Date and at all times thereafter, the
                     Applicable Margin shall be 1.50%.

                                      -2-

<PAGE>

       "Applicable UCC" means, with respect to any Collateral that is personal
property or otherwise governed by such Applicable UCC, the Uniform Commercial
Code in effect in any state the law of which governs the perfection of the Lien
of the Agent in such Collateral.

       "Assignment Agreement" means any agreement substantially in the form of
Exhibit 10.06(a) with respect to an assignment in accordance with Section 10.06.

       "Average Consolidated Indebtedness" means, as of the date of any
determination, without duplication of amounts, the average of the aggregate
amounts outstanding at the end of each month during the Borrower's four most
recently ended fiscal quarters of all obligations (other than obligations in
respect of Interest Rate Protection Agreements) of the Borrower and the
Subsidiaries in respect of the principal amount of all Indebtedness, including,
without limitation, the Loans, the Revolving Loans, the Revolving Credit
Agreement Letter of Credit Obligations, all Qualified Subordinated Debt, all
Permitted Replacement Debt and all Distribution Debt.

       "Average Debt to EBITDA Ratio" means, as of the date of any
determination, the ratio of (a) Average Consolidated Indebtedness over the
Borrower's four most recently ended fiscal quarters (excluding from the
computation thereof obligations of the Borrower and its Subsidiaries in respect
of the principal amount of all Qualified Subordinated Debt that is Affiliate
Indebtedness) to (b) Consolidated EBITDA for such fiscal quarters.

       "Ballpark" means all of the Borrower's right, title, and interest in that
certain tract of land, together with all improvements situated thereon, located
in Harris County, Texas, referred to as "Tract 11: Ballpark" and being more
particularly described by metes and bounds on Schedule B to this Agreement, and
any additional right, title, or interest in such parcel of land acquired by the
Borrower after the Closing Date.

       "Bankruptcy Law" means Title 11 of the United States Code or any other
federal or state law, or any foreign law, relating to bankruptcy, insolvency,
reorganization, relief or protection of debtors.

       "Base Rate" means, for any day, a rate per annum equal to the higher of
(a) the Prime Rate in effect on such day and (b) the sum of 0.5%, plus the
Federal Funds Rate in effect on such day.

       "Base Rate Loan" means any Loan made pursuant to Section 2.01 that bears
interest computed on the basis of the Adjusted Base Rate.

                                      -3-

<PAGE>

       "Benefit Plan" means, with respect to any Person at any time, any
"employee pension benefit plan" as defined in Section 3(2) of ERISA, including
any plan that is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code (excluding any Multiemployer Benefit
Plan), the funding requirements of which (under Section 302 of ERISA or Section
412 of the Code) are, or at any time within six years preceding the time in
question were, in whole or in part, the responsibility of such Person or with
respect to which such Person or an ERISA Affiliate of such Person was a
"contributing sponsor" or an "employer" as defined in Section 4001 and Section
3(5), respectively, of ERISA.

       "Birmingport Facility" means the tract or tracts of land, together with
all improvements situated thereon, located in Birmingport, Alabama, and referred
to as the "Birmingport Facility" and being more particularly described by metes
and bounds on Schedule B to this Agreement.

       "Borrower" means LYONDELL-CITGO Refining LP, a Delaware limited
partnership.

       "Borrowing" means the borrowing by the Borrower, consisting of Loans,
under this Agreement.

       "Business Day" means a day of the year on which banks are not authorized
or required to be closed in New York City and, if the applicable Business Day
relates to any Eurodollar Rate Loans, on which dealings are carried on between
prime banks in the London interbank market.

       "Capital Lease" means a lease of (or other agreement conveying the right
to use) real or personal property that is required to be classified and
accounted for as a capital lease under GAAP as in effect on the date of this
Agreement, and, for purposes of this Agreement, the amount of any Capital Lease
obligation at any date shall be the capitalized amount thereof at such date as
determined in accordance with GAAP as in effect on the date of this Agreement.

       "Capital Security" means (a) any share, membership or other percentage
interest, unit of participation or other equivalent (however designated) of a
corporate equity security or other equity interest in a Person and (b) any debt
security or other evidence of Indebtedness which is convertible into or
exchangeable for, or any option, warrant or other right to acquire, any Capital
Security of any type referred to in clause (a) of this definition.

       "Change of Control" means the failure of CITGO or Lyondell, individually
or collectively, to own, legally and beneficially, directly or indirectly, at
least 35% of the outstanding ownership and voting interests in the Borrower.

       "Charter Documents" means, with respect to (a) the Borrower, (i) its
Certificate of Limited Partnership, (ii) the Partnership Agreement and (iii) its
Certificate of Conversion, and

                                      -4-

<PAGE>

(b) with respect to any other Person, (i) the articles or certificate of
formation, incorporation or organization (or the equivalent organizational
documents) of such Person, (ii) the bylaws, limited liability company agreement
or regulations (or the equivalent governing documents) of such Person and (iii)
each document setting forth the designation, amount and relative rights,
limitations and preferences of any class or series of such Person's Capital
Securities or of any rights in respect of such Person's Capital Securities.

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

       "CITGO GP" means CITGO Gulf Coast Refining Inc., a Delaware corporation
that is a Wholly Owned Subsidiary of CITGO and a general partner in the
Borrower.

       "Closing Date" means the date as of which the Loans are made to the
Borrower pursuant to this Agreement.

       "Code" means the Internal Revenue Code of 1986.

       "Collateral" means all Property of the Borrower and its Subsidiaries
(whether now owned or hereafter acquired) other than Excluded Property.

       "Collateral Agent" means Credit Suisse First Boston, in its capacity as
collateral agent for the Secured Parties, and any successor Collateral Agent
appointed pursuant to Section 9.07.

       "Commitment" means, with respect to each Lender, the amount set forth
opposite such Lender's name under the heading "Commitment" on Annex A or, in the
case of a Lender that becomes a Lender pursuant to an assignment, the amount set
forth in the applicable Assignment Agreement, in either case as the same may be
reduced from time to time pursuant to Section 2.03 or increased or reduced from
time to time pursuant to assignments in accordance with Section 10.06.

       "Company Pipelines" shall have the meaning given such term in the
Contribution Agreement, as in effect on the date hereof.

       "Confidential Information" has the meaning specified in Section 10.04.

       "Consolidated EBIT" means, for any period, without duplication of
amounts, the sum of (a) Net Income for such period, plus (b)(i) such amount of
Consolidated Interest Expense for such period as was deducted in determining
such Net Income and (ii) the amount classified as income tax expense and
deducted in determining such Net Income.

                                      -5-

<PAGE>

       "Consolidated EBITDA" means, for any period, without duplication of
amounts, the sum of (a) Consolidated EBIT for such period, plus (b) the amount
classified as depreciation and amortization expense and deducted in determining
Net Income for such period.

       "Consolidated Indebtedness" means, as of the date of any determination,
without duplication of amounts, the aggregate amount of all obligations (other
than obligations in respect of Interest Rate Protection Agreements) of the
Borrower and the Subsidiaries in respect of the principal amount of all
Indebtedness, including, without limitation, the Loans, the Revolving Loans, the
Revolving Credit Agreement Letter of Credit Obligations, all Qualified
Subordinated Debt, all Permitted Replacement Debt and all Distribution Debt as
of such date.

       "Consolidated Interest Expense" means, for any period, without
duplication of amounts, the sum of (a) the amount classified as interest costs
and deducted in determining Net Income for such period, plus (b) the interest
costs of the Borrower and the Subsidiaries on a consolidated basis and
capitalized in accordance with GAAP for such period and not deducted in
determining Net Income for such period.

       "Consolidated Net Worth" means, as of the date of any determination,
without duplication of amounts, (a) the aggregate amount of total assets of the
Borrower and the Subsidiaries, minus (b) the aggregate amount of the total
liabilities of the Borrower and the Subsidiaries, in each case as of the end of
the Borrower's most recently ended fiscal quarter and determined on a
consolidated basis in accordance with GAAP as in effect on the date of this
Agreement and as applied on a basis consistent with the basis on which GAAP was
applied in the preparation of the Initial Financial Statements; provided,
however, that solely for the purpose of calculating the Borrower's compliance
with the Consolidated Net Worth covenant set out in Section 7.17(c), 50% of the
principal amount (excluding any capitalized interest) of all Qualified
Subordinated Debt that is Affiliate Indebtedness shall be excluded from the
calculation of the aggregate amount of the total liabilities of the Borrower.
Without limiting the generality of the foregoing, the liabilities of the
Borrower at any time shall include the amount of all Distribution Debt and
accrued, unpaid interest thereon at such time.

       "Contract Rights" shall have the meaning given such term in the Security
Agreement.

       "Contribution Agreement" means the Contribution Agreement, dated July 1,
1993, between Lyondell and the Borrower, as amended, modified and supplemented
from time to time to the extent permitted by Section 7.18, unless the context
otherwise requires.

       "Convert", "Conversion" or "Converted" each refers (a) to a conversion of
Eurodollar Rate Loans into Base Rate Loans, if required pursuant to Section
2.05(b)(iii), (b) to a conversion of Base Rate Loans into Eurodollar Rate Loans,
if required pursuant to Section 2.05(b)(v) or 2.06(b), and (c) to the
continuation of Eurodollar Rate Loans as Eurodollar Rate Loans having a new
Interest Period.

                                      -6-

<PAGE>

       "Coverage Ratio" means, as of the date of any determination, the ratio of
(a) Consolidated EBIT for the Borrower's four most recently ended fiscal
quarters to (b) Consolidated Interest Expense (excluding from the computation
thereof interest costs of the Borrower and its Subsidiaries in respect of the
principal amount of all Qualified Subordinated Debt that is Affiliate
Indebtedness) for such fiscal quarters.

       "CRIC" means CITGO Refining Investment Company, an Oklahoma corporation.

       "Crude Supply Agreement" means the Crude Supply Agreement, dated as of
May 5, 1993, between the Borrower and Lagoven, S.A., a corporation organized
under the laws of the Bolivarian Republic of Venezuela (and subsequently
assigned to PDVSA Petroleo, S.A.), as amended, modified and supplemented from
time to time, unless the context otherwise requires.

       "Current Date" means any day during the 20-day period ending on the
Closing Date.

       "Custodian" means any custodian, receiver, sequestrator, trustee or
similar official (a) under any Bankruptcy Law, (b) under any business
corporation statute in the case of Property of any corporation or (c) under or
pursuant to any limited liability company or limited partnership statute in the
case of Property of any limited liability company or limited partnership.

       "Debt to Total Capitalization Ratio" means, as of the end of any fiscal
quarter of the Borrower, the ratio of (a) Consolidated Indebtedness (excluding
from such computation obligations of the Borrower and its Subsidiaries in
respect of the principal amount of all Qualified Subordinated Debt that is
Affiliate Indebtedness) to (b) the sum of (i) Consolidated Net Worth, plus (ii)
Consolidated Indebtedness, in each case as of such time.

       "Default" means any condition or event that constitutes an Event of
Default or that with the giving of notice or lapse of time or both would become
an Event of Default.

       "Default Rate" means (a) the rate otherwise applicable under Section
2.05(a)(i) or (ii), in each case plus 2.0%, or (b) if there is no such
applicable rate in respect of the circumstances for which the Default Rate is
used, the Base Rate, plus 2.0%.

       "Distribution Debt" means obligations of the Borrower created under
Section 7.3(C) of the Partnership Agreement in respect of distributions required
to be made pursuant to Section 7.4 of the Partnership Agreement.

       "Dollars" and the sign "$" each means lawful money of the United States
of America.

                                      -7-

<PAGE>

       "Domestic Lending Office" means, with respect to each Lender, (a) the
branch or office of such Lender set forth below such Lender's name under the
heading "Domestic Lending Office" on Annex A or, in the case of a Lender that
becomes a Lender pursuant to an assignment, the branch or office of such Lender
set forth under the heading "Domestic Lending Office" in the Assignment
Agreement giving effect to such assignment, or (b) such other branch or office
of such Lender designated by such Lender to the Agent and the Borrower from time
to time as the branch or office at which its Base Rate Loans are to be made or
maintained.

       "DRULPA" means the Delaware Revised Uniform Limited Partnership Act.

       "Easements" shall have the meaning given such term in the Contribution
Agreement, as in effect on the date hereof.

       "Eligible Assignee" means at any time any Lender, bank, finance company,
insurance company, savings and loan association, savings bank, other financial
institution or fund that uses as its source of funds to make and maintain any
Loan, a source satisfying the "ERISA Assumptions" set out on Schedule A and (a)
is regularly engaged in making or purchasing loans or (b) if not regularly
engaged in making commercial loans, is a "qualified institutional buyer" or an
"accredited investor" (as defined in Rule 144A and Regulation D, respectively,
under the Securities Act of 1933).

       "Environmental Event" means any emission, discharge, release or
threatened release of pollutants, contaminants, chemicals or industrial, toxic
or hazardous substances or wastes or noxious noise or odor with respect to which
any report or filing to any Governmental Authority is required to be made
pursuant to any Environmental Law.

       "Environmental Laws" means any and all Governmental Requirements relating
to the environment, including, without limitation, ambient air, surface water,
land surface or subsurface strata, or to emissions, discharges, releases or
threatened releases of pollutants, contaminants, chemicals or industrial, toxic
or hazardous substances or wastes or noxious noise or odor into the environment,
or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants, contaminants,
chemicals or industrial, toxic or hazardous substances or wastes (including,
without limitation, petroleum, petroleum distillates, asbestos or
asbestos-containing material or polychlorinated biphenyls).

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

       "ERISA Affiliate" means, with respect to any Person, any other Person,
including an Affiliate of such first Person, that is a member or at any time
within six years of the time in question has been a member of any group of
organizations within the meaning of Section 414(b), (c), (m) or (o) of the Code
of which such first Person is or was a member.

                                      -8-

<PAGE>

       "Eurocurrency Liabilities" has the meaning specified in Regulation D of
the Board of Governors of the Federal Reserve System.

       "Eurodollar Lending Office" means, with respect to each Lender, (a) the
branch or office of such Lender set forth below such Lender's name under the
heading "Eurodollar Lending Office" on Annex A or, in the case of a Lender that
becomes a Lender pursuant to an assignment, the branch or office of such Lender
set forth under the heading "Eurodollar Lending Office" in the Assignment
Agreement giving effect to such assignment, or (b) such other branch or office
of such Lender designated by such Lender to the Agent and the Borrower from time
to time as the branch or office at which its Eurodollar Rate Loans are to be
made or maintained.

       "Eurodollar Rate" shall mean, with respect to any Eurodollar Rate Loan
comprising part of the same Borrowing, for any Interest Period, the rate per
annum determined by the Agent at approximately 11:00 a.m. (London time) on the
date which is two Business Days prior to the beginning of such Interest Period
by reference to the British Bankers' Association Interest Settlement Rates for
deposits in Dollars (as set forth by any service selected by the Administrative
Agent which has been nominated by the British Bankers' Association as an
authorized information vendor for the purpose of displaying such rates) for a
period equal to such Interest Period; provided that, to the extent that an
interest rate is not ascertainable pursuant to the foregoing provisions of this
definition, the "Eurodollar Rate" shall be the interest rate per annum
determined by the Agent to be the average of the rates per annum at which
deposits in Dollars are offered for such Interest Period to major banks in the
London interbank market in London, England by the Agent at approximately 11:00
a.m. (London time) on the date which is two Business Days prior to the beginning
of such Interest Period, for loans in amounts substantially equal to the
Eurodollar Rate Loans for which the Eurodollar Rate is being determined. Each
determination by the Agent pursuant to this definition shall be conclusive
absent manifest error.

       "Eurodollar Rate Loan" means any Loan made pursuant to Section 2.01 that
bears interest computed on the basis of the Adjusted Eurodollar Rate.

       "Eurodollar Rate Reserve Percentage" means, for any day in an Interest
Period for any Eurodollar Rate Loan, the reserve percentage applicable on that
day under regulations issued from time to time by the Board of Governors of the
Federal Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for the Agent with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities having a term equal
to such Interest Period.

       "Event of Default" has the meaning specified in Section 8.01.

                                      -9-

<PAGE>

       "Excluded Property" means all right, title, and interest of the Borrower
in and to each of the following, including any Contract Rights in and to the
following, which shall not be subject to any Lien in favor of the Agent for the
benefit of the Secured Parties:

       (a)    the Crude Supply Agreement;

       (b)    the Supplemental Supply Agreement;

       (c)    the Birmingport Facility;

       (d)    the Ballpark; and

       (e)    the Non-Material Property.

       "Existing Revolving Credit Agreement" means the $70,000,000 Revolving
Credit Agreement dated as of July 20, 2001 among the Borrower, the lenders party
thereto and Credit Suisse First Boston, as administrative agent.

       "Existing Term Credit Agreement" means the $450,000,000 Credit Agreement,
dated as of July 20, 2001, among the Borrower, the lenders party thereto and
Credit Suisse First Boston, as administrative agent.

       "Federal Funds Rate" means, for each day, the rate per annum (rounded
upwards if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York or, if such rate is not so published for
any day that is a Business Day, the average of the quotations for such day
received by the Agent from three federal funds brokers of recognized standing
selected by it.

       "Fee Letter" means that certain letter from the Agent, Credit Suisse
First Boston, Bank of America, N.A., and Banc of America Securities, LLC to the
Borrower, dated October 23, 2002, respecting certain fees payable by the
Borrower to the Agent, Credit Suisse First Boston, Bank of America, N.A., and
Banc of America Securities, LLC, and the Lenders.

       "Financial Statements" means the Initial Financial Statements and the
financial statements of the Borrower and the Subsidiaries required to be
delivered to the Agent by Sections 6.01(a) and (b).

                                      -10-

<PAGE>

       "GAAP" means generally accepted accounting principles and practices in
the United States as in effect from time to time and concurred in by the
independent certified public accountants certifying the Financial Statements
required by Section 6.01(b), applied on a basis consistent (except for changes
concurred in by such independent certified public accountants) with the most
recent audited Financial Statements delivered to the Agent, except as otherwise
specifically provided herein.

       "General Partners" means LRC and CITGO GP.

       "Governmental Approval" means any authorization, consent, approval,
permit, franchise, certificate, license, implementing order or exemption of, or
registration or filing with, any Governmental Authority.

       "Governmental Authority" means (a) any national, state, county, municipal
or other government, domestic or foreign, or any agency, board, bureau,
commission, court, department or other instrumentality of any such government or
(b) any school district having the authority to assess and collect Taxes.

       "Governmental Requirement" means any law, statute, code, ordinance,
order, rule, regulation, judgment, decree, injunction, writ, edict, award,
authorization or other requirement of any Governmental Authority or any
obligation included in any certificate, franchise, permit or license issued by
any Governmental Authority or resulting from binding arbitration, including,
without limitation, any requirement under common law.

       "Granting Lender" has the meaning specified in Section 10.06(h).

       "Gross Proceeds" means, with respect to any Permitted Replacement Debt,
(a) if such Permitted Replacement Debt is incurred by the Borrower in a
commercial or other loan transaction or to an Affiliate of the Borrower, the
aggregate unpaid principal amount of such Permitted Replacement Debt when it is
so incurred, or (b) if such Permitted Replacement Debt is evidenced by
"securities" (as defined in the Securities Act of 1933) issued and sold by the
Borrower to one or more underwriters for resale or one or more investors for
investment, the aggregate gross proceeds received by the Borrower from such sale
before the deduction of any expenses related to such sale, provided, that in the
case of any sale to an underwriter for resale, if such underwriter's
underwriting or similar discount or commission is not reflected as a reduction
in the purchase price paid by such underwriter to the Borrower for such
Permitted Replacement Debt from the price at which such underwriter initially
offers such Permitted Replacement Debt for resale, it shall be deducted, without
duplication of amounts, in determining the Gross Proceeds received by the
Borrower from such Permitted Replacement Debt.

                                      -11-

<PAGE>

       "Guaranty" means, for any Person, without duplication, any liability,
contingent or otherwise, of such Person guaranteeing or otherwise becoming
liable for any obligation of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, and including, without limitation, any
liability of such Person, direct or indirect, (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such obligation or to purchase
(or to advance or supply funds for the purchase of) any security for the payment
of such obligation, (b) to purchase Property, securities or services for the
purpose of assuring the owner of such obligation of the payment of such
obligation or (c) to maintain working capital, equity capital or other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such obligation; provided, that the term "Guaranty" does
not include endorsements for collection or deposit in the ordinary course of the
endorser's business.

       "Indebtedness" of any Person means, without duplication, (a) any
liability of such Person (i) for borrowed money or arising out of any extension
of credit to or for the account of such Person (including, without limitation,
reimbursement or payment obligations with respect to surety bonds, letters of
credit, banker's acceptances and similar instruments), for the deferred purchase
price of Property or services or arising under conditional sale or other title
retention agreements, other than trade payables arising in the ordinary course
of business, (ii) evidenced by notes, bonds, debentures or similar instruments,
(iii) in respect of Capital Leases or (iv) in respect of Interest Rate
Protection Agreements, (b) any liability secured by any Lien upon any Property
of such Person (or upon any revenues, income or profits of such Person
therefrom), whether or not such Person has assumed such liability or otherwise
become liable for the payment thereof, (c) any liability of others of the type
described in the preceding clause (a) or (b) in respect of which such Person has
incurred, assumed or acquired a liability by means of a Guaranty or (d) with
respect to the Borrower, Distribution Debt.

       "Indemnified Person" means, at any time, any Person that is, or at such
time was, the Agent, the Collateral Agent, a Lender, an Affiliate of the Agent,
the Collateral Agent, or a Lender, or a director, officer, employee or agent of
any such Person.

       "Information" means written information, including, without limitation,
data, certificates, reports, statements (excluding Financial Statements) and
documents.

       "Initial Financial Statements" means the audited balance sheet of the
Borrower as at December 31, 2000 and the related statements of income and cash
flows for the Borrower's fiscal year ended on such date, copies of which have
been made available to each Lender identified on the signature pages hereof
prior to the date of this Agreement.

       "Insurance Proceeds" means any proceeds received from insurance
maintained by or on behalf of the Borrower or any of its Subsidiaries and
relating to claims with respect to losses of the Borrower or such Subsidiaries,
whether such proceeds are payable to any of the Limited Partners or their
Affiliates, the Borrower or such Subsidiary, or to the Agent.

                                      -12-

<PAGE>

       "Intellectual Property" means (a) patents and patent rights, (b)
trademarks, trademark rights, trade names, trade name rights, corporate names,
business names, trade styles, service marks and logos and (c) copyrights, in
each case whether registered, unregistered or under pending registration under
the laws of the United States or any other country.

       "Interest Payment Date" means (a) as to Base Rate Loans and as to fees
payable under Section 2.04, the last Business Day of March, June, September and
December of each year and (b) as to Eurodollar Rate Loans, as set forth in
Section 2.06(a)(ii).

       "Interest Period" means, for each Eurodollar Rate Loan, the period (a)
commencing (i) on the date such Loan is made, and (ii) for each such Loan into
which any Loan has been Converted, the date of that Conversion, and (b) ending
on the last day of the period selected by the Borrower pursuant to the
provisions below. In the case of all Eurodollar Rate Loans, the duration of each
Interest Period shall be one, two, three or six months, in each case as the
Borrower may, upon notice received by the Agent not later than 12:00 Noon (New
York City time) on the third Business day prior to the first day of such
Interest Period, select; provided, however, that: (a) Interest Periods
commencing on the same date for Eurodollar Rate Loans comprising part of the
same Borrowing shall be of the same duration; (b) whenever the last day of any
Interest Period would otherwise occur on a day other than a Business Day, the
last day of such Interest Period shall be extended to occur on the next
succeeding Business Day, provided, that if such extension would cause the last
day of such Interest Period to occur in the next succeeding calendar month, the
last day of such Interest Period shall occur on the next preceding Business Day;
and (c) no more than one Interest Period may be outstanding at any time.

       "Interest Rate Protection Agreement" means, for any Person, an interest
rate swap, cap or collar agreement or similar arrangement providing for the
transfer or mitigation of interest risks of such Person either generally or
under specific contingencies between such Person and any other Person.

       "Issuance Expenses" means, with respect to any Permitted Replacement
Debt, without duplication of amounts, the expenses incurred by the Borrower in
connection with its issuance or sale of such Permitted Replacement Debt which
would be capitalized and classified as debt issuance costs on a balance sheet of
the Borrower prepared in accordance with GAAP as in effect on the date of this
Agreement; provided, however, that "Issuance Expenses" do not include (a) any
amount paid or payable by the Borrower to any Affiliate of the Borrower (other
than, if the Affiliate retains a law firm as its counsel in connection with such
issuance or sale, the reasonable fees and disbursements of such firm in that
connection), (b) any underwriting or other similar discount or commission or (c)
any unamortized debt discount.

       "Lender" means at any time any Person then having any or all of the
rights or obligations of a Lender and which (a) is identified as a Lender on the
signature pages hereof or (b) has been assigned such rights or obligations
pursuant to an Assignment Agreement.

                                      -13-

<PAGE>

       "Lending Office" means, with respect to each Lender, such Lender's
Domestic Lending Office in the case of Base Rate Loans or such Lender's
Eurodollar Lending Office in the case of Eurodollar Rate Loans.

       "Lien" means, with respect to any Property of any Person (or any
revenues, income or profits of such Person therefrom) (in each case whether the
same is consensual or nonconsensual or arises by contract, operation of law,
legal process or otherwise), (a) any mortgage, lien, security interest, pledge,
attachment, levy or other charge or encumbrance of any kind thereupon or in
respect thereof, (b) any adverse claim, burden or title defect (including any
easement, right of way or other encumbrance on title to real property) in
respect of a Person's Property, or (c) any other arrangement under which a
Person's Property or any interest therein is transferred, sequestered or
otherwise identified with the intention of subjecting the same to, or making the
same available for, the payment or performance of any liability in priority to
the payment of the ordinary, unsecured creditors of such Person. For purposes of
this Agreement, a Person shall be deemed to own subject to a Lien any Property
that it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, Capital Lease or other title retention
agreement relating to such Property.

       "Limited Partners" means Lyondell LP and CRIC.

       "Litigation" means any case, proceeding, claim, grievance, lawsuit or
investigation conducted by or pending before any Governmental Authority or any
arbitration proceeding.

       "Loan" means a loan by a Lender to the Borrower pursuant to Section 2.01.

       "Loan Document Claim" means any claim in connection with, arising out of
or relating to any Loan Document or any transaction with any Lender or the Agent
contemplated thereby, whether direct or indirect, whether based on any federal,
state or local law or regulation, securities or commercial law or regulation,
under common law or in equity, or on contract, tort or otherwise, regardless of
whether the transactions contemplated hereby are ever consummated and regardless
of when any such claim arises.

       "Loan Documents" means this Agreement, the Notes, the Security Documents,
the Fee Letter and all other agreements between the Borrower or any Subsidiary
and any one or more of the Lenders and the Agent respecting fees payable in
connection with this Agreement or any other Loan Document and all other written
agreements, documents, instruments and certificates now or hereafter executed or
delivered by the Borrower or any Subsidiary to or for the benefit of the Agent
or any Lender pursuant to or in connection with any of the foregoing, and any
and all amendments, modifications, supplements, renewals, extensions, increases,
restatements, rearrangements or substitutions from time to time of all or any
part of the foregoing.

                                      -14-

<PAGE>

       "LRC" means Lyondell Refining Company, a Delaware corporation.

       "Lyondell" means Lyondell Chemical Company, a Delaware corporation
formerly known as Lyondell Petrochemical Company.

       "Lyondell LP" means Lyondell Refining LP, LLC, a Delaware limited
liability company that is a Wholly-Owned Subsidiary of Lyondell and a limited
partner in the Borrower.

       "Lyondell Obligations" means the obligations of Lyondell to the Borrower
on the date of this Agreement under Section 5.2(A) of the Contribution Agreement
with respect to "Pre-Closing Environmental Liabilities and Costs" that are
included in "Retained Liabilities" as provided in Section 2.3(D) of the
Contribution Agreement and not excluded from "Retained Liabilities" by Schedule
2.3(D) to the Contribution Agreement. As used in this definition, "Contribution
Agreement" means the Contribution Agreement as in effect on the date of this
Agreement, and the quoted terms in this definition have the meanings ascribed to
them in the Contribution Agreement as in effect on the date of this Agreement.

       "Material" means material to the business, operations, Property,
liabilities, financial condition or results of operations of the Borrower and
the Subsidiaries considered as a whole.

       "Material Adverse Effect" means, relative to the occurrence or
non-occurrence of any event and after taking into account existing or reasonably
anticipated insurance coverage and indemnification rights with respect to such
occurrence or non-occurrence, (a) a material adverse effect on the business,
operations, Property, liabilities, condition (financial or otherwise) or results
of operations of the Borrower and the Subsidiaries considered as a whole or (b)
a material adverse effect on the ability of the Borrower to perform its payment
or other obligations under the Loan Documents.

       "Material Agreement" means any contract or agreement to which the
Borrower or any Subsidiary is a party or by which the Borrower or any Subsidiary
is bound or to which any Property of the Borrower or any Subsidiary is subject
and which is Material. Without limiting the generality of the foregoing, for
purposes of this Agreement, the Supply or Purchase Contracts and the
Contribution Agreement constitute Material Agreements.

       "Moody's" means Moody's Investors Service, Inc.

       "Mortgages" means each deed of trust, mortgage or other similar agreement
executed by the Borrower or any of its Subsidiaries to create or maintain a Lien
covering any Collateral that is real property to secure the Secured Obligations,
each of which shall be in substantially the

                                      -15-

<PAGE>

form of Exhibit C, with such modifications as the Collateral Agent and the
Borrower may agree are necessary to comply with applicable state or local law.

       "Multiemployer Benefit Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA, Section 414 of the Code or Section 3(37) of ERISA
(or any similar type of plan established or regulated under the laws of any
foreign country) to which the Borrower or any ERISA Affiliate of the Borrower is
making or accruing or has made or accrued an obligation to make contributions
within six years of the time in question.

       "Multiple Employer Plan" means any "employee benefit plan" as defined in
Section 3(3) of ERISA, other than a Multiemployer Benefit Plan, that is subject
to Title IV of ERISA and to which the Borrower or any ERISA Affiliate of the
Borrower and an employer other than the Borrower or any ERISA Affiliate of the
Borrower contribute or have an obligation to contribute.

       "Net Income" means, for any period, the aggregate net income (or net
loss) of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP as in effect on the date of this
Agreement and as applied on a basis consistent with the basis on which GAAP was
applied in the preparation of the Initial Financial Statements.

       "Net Proceeds" means, with respect to any Permitted Replacement Debt, (a)
the Gross Proceeds of such Permitted Replacement Debt, minus (b) the Issuance
Expenses paid or payable by the Borrower in connection with the issuance or sale
of such Permitted Replacement Debt.

       "Non-Material Property" means those parcels of land, together with all
improvements situated thereon, located in Harris County, Texas, referred to as
Parcels 2, 3, 12-17 and the Western Waste Tract, and being more particularly
described by metes and bounds on Schedule B to this Agreement, and any
additional right, title or interest in any such parcel of land acquired by the
Borrower after the Closing Date which, when combined with the Borrower's
existing right, title, and interest in such parcel, is not Material.

       "Note" means a promissory note of the Borrower in the form of Exhibit A.

       "Notice of Borrowing" has the meaning specified in Section 2.02(a).

       "Notice of Conversion" has the meaning specified in Section 2.06.

       "Obligations" means all obligations or liabilities of any form or nature,
whether matured or unmatured, fixed or contingent, of the Borrower to the Agent,
the Collateral Agent, or any

                                      -16-

<PAGE>

Lender in connection with, arising under or related to any Loan Document or any
Permitted Interest Rate Protection Agreement between the Borrower and any
Lender.

       "Outside Representatives" means, with respect to any Person, the
Representatives of such Person other than its own directors, officers, employees
and Affiliates.

       "Partners" means Lyondell LP, CRIC, LRC and CITGO GP and any of their
respective successors and assigns under the Partnership Agreement.

       "Partnership Agreement" means the Limited Partnership Agreement of the
Borrower dated as of December 31, 1998, as amended, modified and supplemented
from time to time, to the extent no Event of Default occurs under Section
8.01(i)(iii) as a result of such amendment, modification or supplement.

       "Partnership Governance Committee" means the committee of representatives
of the General Partners through which the General Partners manage the Borrower
in accordance with Article 3 of the Partnership Agreement.

       "Partnership Governance Committee Action" has the meaning specified in
Section 3.6(A) of the Partnership Agreement.

       "Patent and Trademark Security Agreement" means, collectively, (a) the
Patent and Trademark Security Agreement dated as of the date hereof, made by the
Borrower to the Collateral Agent, for the benefit of the Secured Parties, and
(b) any Patent and Trademark Security Agreement executed after the date hereof
by the Borrower or any of its Subsidiaries in favor of the Collateral Agent, for
the benefit of the Secured Parties.

       "PBGC" means the Pension Benefit Guaranty Corporation.

       "PDVSA" means Petroleos de Venezuela, S.A., a corporation organized under
the laws of the Bolivarian Republic of Venezuela.

       "Permitted Interest Rate Protection Agreement" means an Interest Rate
Protection Agreement between the Borrower and a Lender or other financial
institution having combined capital and surplus of at least $500,000,000 or that
has (or that is a subsidiary of a bank holding company that has) publicly traded
unsecured long-term debt securities given a rating of A- (or the equivalent
rating then in effect) or better by S&P or a rating of A3 (or the equivalent
rating then in effect) or better by Moody's.

                                      -17-

<PAGE>

       "Permitted Investments" means

       (a)    at the time of purchase or other acquisition by the Borrower or
any Subsidiary, (i) obligations issued or guaranteed by the United States of
America with a remaining maturity not exceeding one year, (ii) commercial paper
with maturities of not more than 270 days and a published rating of not less
than A-1 (or the equivalent rating then in effect) by S&P or P-1 (or the
equivalent rating then in effect) by Moody's, (iii) time deposits, certificates
of deposit and bankers' acceptances having maturities of not more than one year
of any Lender or any commercial bank or trust company if (A) such bank or trust
company has a combined capital and surplus of at least $500,000,000 and (B) its
unsecured long-term debt obligations, or those of a holding company of which it
is a subsidiary, are rated not less than A- (or the equivalent rating then in
effect) by S&P or A3 (or the equivalent rating then in effect) by Moody's and
(iv) money market funds organized under the laws of the United States of America
or any state thereof which invest primarily in investments constituting any one
or more of the types of "Permitted Investments" described in subclauses (i),
(ii) and (iii) of this clause (a) without regard to the restrictions on the
maturities of such Permitted Investments;

       (b)           (i) Capital Securities of any Wholly-Owned Subsidiary, and
(ii) loans, advances, or asset dispositions by Borrower or any Subsidiary to any
Wholly-Owned Subsidiary in an aggregate amount to all such Wholly-Owned
Subsidiaries not to exceed $25,000,000, without duplication of any amounts
permitted under Section 7.09(d), provided, that if any Person that is a
Wholly-Owned Subsidiary ceases at any time to be a Wholly-Owned Subsidiary,
Capital Securities of that Person remaining owned by the Borrower or any
Subsidiary, and any loans, advances, or asset dispositions to that Person by the
Borrower or any Subsidiary remaining outstanding, will cease being Permitted
Investments at that time and will be deemed acquired or made at that time for
purposes of Section 7.14; and

       (c)    advances made by the Borrower to the Partners pursuant to and in
accordance with Section 7.5 of the Partnership Agreement so long as no Event of
Default exists or would exist after giving effect thereto, provided, that if any
such advance is not repaid in the manner required by Section 7.5 of the
Partnership Agreement within 90 days of the date of such advance, such advance
will cease being a Permitted Investment at the close of business on such 90th
day and will be deemed made at that time for purposes of Section 7.14.

       "Permitted Liens" means, as applied to the Property of any Person (or any
revenues, income or profits of such Person therefrom):

       (a)    Liens for Taxes if the same are not at the time due and delinquent
or (if foreclosure, distraint, sale or other similar proceedings have not been
commenced or, if commenced, have been stayed) are being contested in good faith
and by appropriate proceedings, and if such Person has set aside on its books
such reserves (segregated to the extent required by sound accounting practices)
as may be required by GAAP;

                                      -18-

<PAGE>

       (b)    Liens of carriers, warehousemen, mechanics, laborers and
materialmen for sums not yet due or (if foreclosure, distraint, sale or other
similar proceedings have not been commenced or, if commenced, have been stayed)
being contested in good faith and by appropriate proceedings, if such Person has
obtained bonds or set aside on its books such reserves (segregated to the extent
required by sound accounting practices) as may be required by GAAP;

       (c)    Liens incurred in the ordinary course of such Person's business in
connection with workmen's compensation, unemployment insurance and other social
security legislation (other than pursuant to ERISA or Section 412(n) of the
Code);

       (d)    Liens incurred in the ordinary course of such Person's business in
connection with deposit or securities accounts or to secure the performance of
bids, tenders, trade contracts, statutory obligations, surety and appeal bonds,
performance and return-of-money bonds and other obligations of like nature;

       (e)    easements, rights-of-way, reservations, restrictions and other
similar encumbrances incurred in the ordinary course of such Person's business
or existing on property and not materially interfering with the ordinary conduct
of such Person's business;

       (f)    (i) defects or irregularities in such Person's title to its real
property which do not materially interfere with the ordinary course of such
Person's business, provided that, in the case of the Refinery, such defects or
irregularities also do not materially diminish the value, from the value of the
Refinery as of the Closing Date, and provided that, in the case of the
Birmingport Facility, such defects and irregularities also do not materially
diminish the value, from the value as of May 15, 1995, of the surface estate;
(ii) all matters affecting the Refinery that are set forth in the Title
Commiment; and (iii) all matters affecting the Birmingport Facility that are set
forth in the Commitment for Title Insurance issued by Alabama Title Co., Inc.,
as agent for Commonwealth Land Title Insurance Company, under File No. 2571-FF,
dated effective as of March 21, 1995; and (iv) that certain lease agreement
between the Borrower and an Affiliate covering the Birmingport Facility.

       (g)    legal or equitable encumbrances deemed to exist by reason of
negative pledges such as Section 7.06;

       (h)    any interest or title of a lessor of Property being leased by any
Person pursuant to any Capital Lease permitted by Section 7.10(f) or any lease
that, pursuant to GAAP, would be accounted for as an operating lease;

                                      -19-

<PAGE>

       (i)    Liens securing purchase money Indebtedness permitted by Section
7.10(f) so long as such Liens do not attach to any Property other than the
Property purchased with the proceeds of such Indebtedness;

       (j)    Liens securing the Obligations and the Term Obligations; and

       (k)    other Liens (other than pursuant to ERISA or Section 412(n) of the
Code), provided that the obligations secured thereby do not exceed in the
aggregate $5,000,000 at any time outstanding.


       "Permitted Replacement Debt" means Indebtedness of the Borrower:

       (a)    that is evidenced by notes, bonds, debentures or similar
instruments issued or sold by the Borrower for cash;

       (b)    that is not secured, directly or indirectly, by any Lien upon any
Property of the Borrower or any Subsidiary (or any revenues, income or profits
of the Borrower or any Subsidiary therefrom); and

       (c)    the Gross Proceeds from the issuance or sale of which are used by
the Borrower until such time as all Loans and all Obligations then owing have
been paid in full and no Lender has any Commitment hereunder solely

              (i)    to prepay any then outstanding Loans pursuant to Section
                     3.02,

              (ii)   to pay the Issuance Expenses, if any, incurred by the
                     Borrower in connection with such issuance or sale,

              (iii)  to pay, if all Loans have been paid in full, such other
                     Obligations as have then become due,

              (iv)   to prepay, if all Obligations have been paid in full, any
                     then outstanding Revolving Loans, and

                                      -20-

<PAGE>

          (v)  to pay, if all Revolving Loans have been paid in full, such other
               Revolving Obligations as have then become due;

provided, however, that unless and until the Loans have been paid in full (or
are paid in full with the proceeds thereof) and no Lender has any Commitment
hereunder, any such Indebtedness shall constitute Permitted Replacement Debt
only to the extent that (A) such Indebtedness does not by its terms, or by the
terms of any agreement or contract under or pursuant to which it is issued or by
which it is governed, provide for any of the following to occur prior to (X) the
180/th/ day after the Termination Date, for Indebtedness to any Partner or any
Affiliate of a Partner or (Y) the first anniversary of the Termination Date, for
Indebtedness to any other Person: (1) a scheduled payment of any portion of the
principal amount or accreted value of any such Indebtedness, (2) a mandatory
prepayment, redemption or repurchase of any portion of the principal amount or
accreted value of any such Indebtedness (in the absence of an acceleration of
the entire principal amount or accreted value of such Indebtedness by the
holders thereof or their representative by reason of the occurrence, or the
occurrence and continuation, of a default or an event of default with respect
thereto) or (3) the irrevocable deposit, segregation or setting aside of any
funds or Property by the Borrower, and (B) if such Indebtedness constitutes
Affiliate Indebtedness of the Borrower, it is Qualified Subordinated Debt.

     "Person" means any individual, sole proprietorship, corporation,
partnership, limited liability company, business trust, unincorporated
organization, mutual company, joint stock company, estate, trust, union,
employee organization or Governmental Authority or, for the purpose of the
definition of "ERISA Affiliate," any trade or business.

     "Prime Rate" means the fluctuating prime commercial lending rate of Credit
Suisse First Boston, as established by Credit Suisse First Boston from time to
time. The Prime Rate shall be adjusted automatically, without notice, on the
effective date of any change in such prime commercial lending rate. The Prime
Rate is not necessarily the lowest rate of interest of Credit Suisse First
Boston.

     "Prohibited Transaction" means any transaction that is prohibited under
Section 4975 of the Code or Section 406 of ERISA and not exempt under Section
4975 of the Code or Section 408 of ERISA, provided that, with respect to any
transactions involving a Loan, the ERISA Assumptions set forth on Schedule A are
deemed to be true.

     "Property" means, for any Person, such Person's interest in, right to, and
title to any and all property (whether real, personal, or mixed, tangible or
intangible) and assets owned or leased by such Person.

     "Prospective Assignees" means all Eligible Assignees that are prospective
assignees of any Lender.

                                      -21-

<PAGE>

     "Prospective Participants" means all Eligible Assignees that are
prospective participants of any Lender.

     "Qualified Subordinated Debt" means any Indebtedness of the Borrower

     (a)  (i)   to any Partner, or any Affiliate of any Partner, having, at the
option of the Borrower,

                (A)  subordination terms substantially identical to those set
                     forth in Exhibit 1.01-A to this Agreement or

                (B)  such other terms of subordination as are satisfactory to
                     the Required Lenders, or

          (ii)  to any other Person, having subordination terms reasonably
satisfactory to the Required Lenders, and

     (b)  unless and until the Loans have been paid in full (or are paid in full
with the proceeds thereof) and no Lender has any Commitment hereunder, which
does not by its terms, or by the terms of any agreement or contract under or
pursuant to which it is issued or by which it is governed, provide for any of
the following to occur prior to (X) the 180th day after the Termination Date,
for Qualified Subordinated Debt to any Partner or any Affiliate of a Partner
existing on the Closing Date, (Y) the 180th day after the Termination Date, for
Qualified Subordinated Debt issued after the Closing Date to any Partner or any
Affiliate of a Partner, or (Z) the first anniversary of the Termination Date,
for Qualified Subordinated Debt to any other Person:

          (i)   a scheduled payment of any portion of the principal amount or
                accreted value of any such Indebtedness,

          (ii)  a mandatory prepayment, redemption or repurchase of any portion
                of the principal amount or accreted value of any such
                Indebtedness (in the absence of an acceleration of the entire
                principal amount or accreted value of such Indebtedness by the
                holders thereof or their representative by reason of the
                occurrence, or the occurrence and continuation, of a default or
                an event of default with respect thereto), or

          (iii) the irrevocable deposit, segregation or setting aside of any
                funds or Property by the Borrower;

                                      -22-

<PAGE>

provided, however, that any outstanding Qualified Subordinated Debt that is
Affiliate Indebtedness of the Borrower shall cease to be Qualified Subordinated
Debt in the event that (i) such Affiliate Indebtedness is, in the good faith
judgment of the Required Lenders, more favorably subordinated to holders of
Indebtedness pari passu with the Obligations than such Affiliate Indebtedness is
subordinated to the Obligations and (ii) the Borrower does not concurrently
therewith cause to be effected either an amendment of such Affiliate
Indebtedness, or a legally, valid, binding and enforceable agreement relating
thereto, whereby such Affiliate Indebtedness is subordinated to the Obligations
on terms substantially identical to the terms on which it is subordinated to
such pari passu Indebtedness.

     "Ratable Portion" means, as of the date of any determination, for each
Lender, the fraction, expressed as a percentage, (a) if the Loans have been made
under Section 2.01, the numerator of which is the amount of Loans outstanding
owing to such Lender and the denominator of which is the total amount of all
Loans outstanding hereunder or (b) if the Loans have not been made under Section
2.01, the numerator of which is such Lender's Commitment and the denominator of
which is the Total Term Commitment.

     "Receiving Party" means the Agent or any Lender.

     "Refined Products Purchase Agreement" means the Product Sales Agreement
(Refined Products-CITGO Petroleum Corporation) dated as of July 1, 1993 between
the Borrower and CITGO, as amended, modified and supplemented from time to time.

     "Refinery" means at any time the refinery of the Borrower located in
Houston, Texas (including without limitation the land, real property
improvements, fixtures, equipment, and other tangible Property at such
location), the real property components of which are more particularly described
on Schedule C to this Agreement.

     "Register" has the meaning specified in Section 10.06(b).

     "Regulations T, U and X" means Regulations T, U and X of the Board of
Governors of the Federal Reserve System.

     "Representatives" means, with respect to any Person, the directors,
officers, employees, Affiliates, accountants, advisors, attorneys, consultants
or other agents of such Person, or any other representatives of such Person or
of any of such directors, officers, employees, Affiliates, accountants,
advisors, attorneys, consultants or other agents.

     "Reportable Event" means, with respect to any Benefit Plan of any Person,
(i) the occurrence of any of the events set forth in Section 4043(b) or (c)
(other than a Reportable Event

                                      -23-

<PAGE>

as to which the provision of 30 days' notice to the PBGC is waived under
applicable regulations), 4062(e) or 4063(a) of ERISA with respect to such
Benefit Plan, (ii) any event requiring such Person or any of its ERISA
Affiliates to provide security to such Benefit Plan under Section 401(a)(29) of
the Code or (iii) any failure to make a payment required by Section 412(m) of
the Code with respect to such Benefit Plan.

     "Required Lenders" means, at the time of any determination, Lenders and
Revolving Lenders who collectively hold more than 50% of the then aggregate
unpaid principal amount of the Notes and the Revolving Notes or, if no such
principal amount is then outstanding, Lenders having greater than 50% of the sum
of the Total Term Commitment plus the Total Revolving Commitment; provided,
however, that for purposes of (a) any amendment of, any consent under, or waiver
of any failure of the Borrower to perform or observe any term, covenant,
condition or agreement contained in, Section 7.18(a) (other than with respect to
the Refined Products Purchase Agreement), (b) any amendment of, or waiver of any
Event of Default specified in, Section 8.01(i)(i) (other than with respect to
the Refined Products Purchase Agreement), (c) any amendment or waiver of this
proviso, or (d) any release of Collateral with a book value of less than
$100,000,000 (excluding any release under Section 9.10(b) or that does not
require any Lender consent or approval under the terms of this Agreement),
"Required Lenders" means, at the time of any determination, Lenders and
Revolving Lenders who collectively hold at least 80% of the then aggregate
unpaid principal amount of the Notes and the Revolving Notes or, if no such
principal amount is then outstanding, Lenders having at least 80% of the sum of
the Total Term Commitment plus the Total Revolving Commitment.

     "Responsible Officer" means (a) as to the Borrower, (i) the Vice
President-General Manager of Operations or Vice President-General Manager of
Planning and Administration of the Borrower or (ii) a senior management employee
of the Borrower or an officer of any Partner, Lyondell or CITGO, in each case,
who has been delegated authority by a Responsible Officer to take the actions
required of a Responsible Officer hereunder pursuant to resolutions adopted by
the Borrower, and (b) as to any Subsidiary, an executive officer of such
Subsidiary.

     "Restricted Payment" means (a) with respect to any Person, any of the
following effected by such Person: (i) any declaration or payment of any
dividend or other distribution, direct or indirect, on account of any Capital
Securities of such Person now or hereafter outstanding, (ii) any direct or
indirect redemption, retirement, purchase or other acquisition for value of or
direct or indirect purchase, payment or sinking fund or similar deposit for the
redemption, retirement, purchase or other acquisition for value of, or to obtain
the surrender of, any Capital Securities of such Person now or hereafter
outstanding or any warrants, options or other rights to acquire or subscribe for
purchase of Capital Securities of such Person or any Subsidiary of such Person
now or hereafter outstanding or (iii) any payment or prepayment of principal of,
premium or interest, fees or other charges on or with respect to, and any
redemption, purchase, retirement, defeasance, sinking fund or similar payment
of, or of any claim to rescission with respect to, any Affiliate Indebtedness of
such Person or any Indebtedness of such Person subordinated by the terms thereof
to the prior payment of the Obligations and (b), with respect to the Borrower or
any Subsidiary, any of the following effected directly or indirectly by

                                      -24-

<PAGE>

such Person: any payment or prepayment of principal of or premium on or with
respect to, or any redemption, purchase, retirement, defeasance, sinking fund or
similar payment of, or of any claim to rescission with respect to, any Permitted
Replacement Debt that is not Affiliate Indebtedness of the Borrower. Without
limiting the generality of the foregoing, a "Restricted Payment" by the Borrower
or any Subsidiary includes any distribution made by the Borrower, or any
Subsidiary for the account of the Borrower, to a Partner pursuant to the
Partnership Agreement, including, without limitation, Sections 7.2, 7.4 and 7.5
thereof.

     "Revolving Agent" has the meaning assigned to the term "Agent" in the
Revolving Credit Agreement.

     "Revolving Credit Agreement" means the $70,000,000 Revolving Credit
Agreement dated as of the date of this Agreement among the Borrower, the lenders
that are parties thereto and Credit Suisse First Boston, as the administrative
agent for such lenders, as amended, modified and supplemented from time to time.

     "Revolving Credit Agreement Letter of Credit Obligations" means at any time
the obligations of the Borrower in respect of letters of credit (if any)
outstanding under the Revolving Credit Agreement at such time.

     "Revolving Issuers" has the meaning assigned to the term "Issuers" in the
Revolving Credit Agreement.

     "Revolving Lender" has the meaning assigned to the term "Lender" in the
Revolving Credit Agreement.

     "Revolving Loan" means any loan made to the Borrower under the Revolving
Credit Agreement.

     "Revolving Loan Termination Date" has the meaning assigned to the term
"Termination Date" in the Revolving Credit Agreement.

     "Revolving Note" means a "Note", as defined in and outstanding under the
Revolving Credit Agreement.

     "Revolving Obligations" has the meaning assigned to the term "Obligations"
in the Revolving Credit Agreement.

     "Secured Obligations" means all Obligations and all Revolving Obligations.

                                      -25-

<PAGE>

     "Secured Parties" means the Lenders and the Agent under this Agreement, the
Revolving Lenders, the Revolving Issuers, and the Revolving Agent, and the
Collateral Agent.

     "Security Agreement" means, collectively, (a) the Security Agreement dated
as of the date hereof executed by the Borrower in favor of the Collateral Agent
for the benefit of the Secured Parties in the form of Exhibit B and (b) any
Security Agreement executed after the date hereof by the Borrower or any of its
Subsidiaries in favor of the Collateral Agent for the benefit of the Secured
Parties in the form of Exhibit B.

     "Security Documents" means the Security Agreement, the Patent and Trademark
Security Agreement, the Mortgages, and each other agreement or document executed
from time to time by the Borrower or any of its Subsidiaries and providing any
kind of collateral security for the Secured Obligations.

     "Service Agent" has the meaning specified in Section 10.08.

     "S&P" means Standard and Poor's Rating Group.

     "SPC" has the meaning specified in Section 10.06(h).

     "Subsidiary" means any corporation or other Person of which Capital
Securities having ordinary voting power to elect a majority of the board of
directors or other Persons performing similar functions (whether or not any
other class of Capital Securities of such corporation or other Person has or
might have voting power by reason of the happening of a contingency) are at the
time owned or controlled, directly or indirectly, by the Borrower.

     "Supplemental Supply Agreement" means the Supplemental Supply Agreement,
dated as of May 5, 1993, between the Borrower and PDVSA, as amended, modified
and supplemented from time to time, unless the context otherwise requires.

     "Supply or Purchase Contracts" means (a) the Crude Supply Agreement, (b)
the Supplemental Supply Agreement and (c) the Refined Products Purchase
Agreement.

     "Supply Termination Date" has the meaning specified in Section 8.02.

     "Taxes" means all taxes, assessments, fees, levies, imposts, duties,
deductions, withholdings or other charges of any nature whatsoever from time to
time or at any time imposed by any Governmental Requirement, excluding, in the
case of each Lender and the Agent, taxes

                                      -26-

<PAGE>

imposed on its income, and franchise taxes and doing business taxes imposed on
it by the laws of any jurisdiction (or political subdivision thereof).

     "Termination Date" means the earlier of (a) the date falling 18 months
after the Closing Date and (b) any date on which the Loans become due and
payable in full, whether by acceleration or otherwise under this Agreement.

     "Termination Event" means, with respect to any Benefit Plan, (a) any
Reportable Event with respect to such Benefit Plan which is likely to result in
the termination of such Benefit Plan, (b) the termination of such Benefit Plan,
or the filing of a notice of intent to terminate such Benefit Plan, or the
treatment of any amendment to such Benefit Plan as a termination under Section
4041(c) of ERISA, (c) the institution of proceedings to terminate such Benefit
Plan under Section 4042 of ERISA, (d) the appointment of a trustee to administer
such Benefit Plan under Section 4042 of ERISA or (e) any occurrence similar to
any of those referred to in clauses (a) through (d) above under the applicable
Governmental Requirements of a foreign country.

     "Title Commitment" means that certain Commitment for Title Insurance issued
by the Title Company, under GF No. 0210270, dated effective as of November 10,
2002, covering the real property components of the Refinery and the improvements
affixed thereto that by law constitute a portion of such real property, as
amended by that certain Title Policy Proforma for Policy No. 535-0074914.

     "Title Company" means Commonwealth Land Title Insurance Company, acting
through its agent Commonwealth Land Title Company of Houston.

     "Titled Vehicles" means any motor vehicle or other rolling stock for which
a certificate of title has been issued by a Governmental Authority.

     "Total Revolving Commitment" means, at any time, the aggregate amount of
Commitments (as defined in the Revolving Credit Agreement) outstanding under the
Revolving Credit Agreement at such time.

     "Total Term Commitment" means $450,000,000, the aggregate amount of the
Commitments, as such amount may be reduced from time to time pursuant to Section
2.03.

     "Type" refers to a Base Rate Loan or a Eurodollar Rate Loan.

     "United States Person" has the meaning specified in Section 3.06(d).

                                      -27-

<PAGE>

     "Welfare Plan" means an "employee welfare benefit plan" as defined in
Section 3(1) of ERISA in which any personnel of the Borrower or any ERISA
Affiliate of the Borrower participate, excluding any Multiemployer Benefit Plan
subject to ERISA.

     "Western Waste Tract" means that certain 6.5-acre tract of land, together
with all improvements situated thereon, located in Harris County, Texas and
being more particularly described by metes and bounds on Schedule B to this
Agreement.

     "Wholly-Owned Subsidiary" means any corporation or other Person all of
whose outstanding Capital Securities are owned and controlled, directly or
indirectly, by the Borrower.

     Section 1.02  Other Definitional Provisions.

     (a) Except as otherwise specified herein, all references herein to any
Governmental Requirement defined or referred to herein, including the Code,
ERISA and the DRULPA, shall be deemed references to such Governmental
Requirement or any successor Governmental Requirement, as the same may have been
or may be amended or supplemented from time to time, and any rules or
regulations promulgated thereunder.

     (b) When used in this Agreement, the words "herein," "hereof" and
"hereunder" and words of similar import shall refer to this Agreement as a whole
and not to any provision of this Agreement, and the words "Article," "Section,"
"Annex," "Schedule" and "Exhibit" shall refer to Articles and Sections of, and
Annexes, Schedules and Exhibits to, this Agreement unless otherwise specified.

     (c) Whenever the context so requires, the singular number includes the
plural and vice versa.

     (d) The word "including" (and, with correlative meaning, the word
"include") means including, without limiting the generality of any description
preceding such word.

     (e) References in this Agreement or any other Loan Document to the
Borrower's knowledge shall be deemed references to the actual knowledge of one
or more of the Responsible Officers.

     Section 1.03 Captions. Captions to Articles, Sections and subsections of,
and Annexes, Schedules and Exhibits to, this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose or in any way affect the meaning or construction of any
provision of this Agreement.

                                      -28-

<PAGE>

                                   ARTICLE II

                                 CREDIT FACILITY

     Section 2.01 The Facility. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make a Loan to the Borrower on any Business
Day during the period from the date hereof through December 13, 2002, in an
amount not to exceed such Lender's Commitment; provided, however, that the
Lenders shall only have an obligation to make Base Rate Loans to the Borrower
pursuant to this Section 2.01 to the extent that the requirement that a Notice
of Borrowing be delivered on the third Business Day prior to the date of
Borrowing of Eurodollar Rate Loans has not been waived by all Lenders. The
Borrower shall not be entitled to borrow more than once hereunder and such
Borrowing shall be in an aggregate amount not less than $1,000,000 or an
integral multiple of $100,000 in excess thereof and shall consist of Loans of
the same Type made on the same day by the Lenders ratably according to their
respective Commitments. The obligation of each Lender to make a Loan is subject
to the satisfaction of the conditions applicable to the making of Loans which
are set forth in Article IV. The principal amount outstanding of all Loans shall
mature and be due and payable, together with all accrued and unpaid interest
thereon, on the Termination Date.

     Section 2.02  Making the Loans.

     (a) The Borrowing shall be made on written notice given by the Borrower to
the Agent not later than: (i) 10:00 A.M. (New York City time) on the date of the
Borrowing in the case of a Borrowing consisting of Base Rate Loans and (ii)
12:00 Noon (New York City time) on the third Business Day prior to the date of
the Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans.
Such notice of the Borrowing (the "Notice of Borrowing") shall be in the form of
Exhibit 2.02 and shall specify (A) the date of the Borrowing, (B) the Type and
the aggregate principal amount of Loans comprising the Borrowing and (C) in the
case of a Borrowing comprised of Eurodollar Rate Loans, the initial Interest
Period for such Loans. The Notice of Borrowing shall be irrevocable and binding
on the Borrower. The Agent shall promptly deliver a notice of the Borrowing to
each Lender.

     (b) Each Lender shall, before (i) 2:00 P.M. New York City time) on the date
of a Borrowing consisting of Base Rate Loans and (ii) 12:00 Noon (New York City
time) on the date of the Borrowing consisting of Eurodollar Rate Loans, make
available for the account of its applicable Lending Office to the Agent at the
Agent's Office, in immediately available funds, such Lender's Ratable Portion of
the Borrowing. After the Agent's receipt of such funds and, upon fulfillment of
the applicable conditions set forth in Article IV, the Agent shall make such
funds available to the Borrower's account at the Agent's Office or as otherwise
designated in the Notice of Borrowing. In the case of a Borrowing consisting of
Base Rate Loans, the Agent will not be required to make funds so available until
3:00 P.M. (New York City time) on the date of such Borrowing.

                                      -29-

<PAGE>

     (c) Unless the Agent has received written notice from a Lender prior to (i)
1:00 P.M. (New York City time) on the date of the Borrowing consisting of Base
Rate Loans and (ii) 11:00 A.M. (New York City time) on the date of the Borrowing
consisting of Eurodollar Rate Loans that such Lender will not make available to
the Agent such Lender's Ratable Portion of the Borrowing, the Agent may assume
such Lender has made such portion available to the Agent on the date of the
Borrowing in accordance with Section 2.02(b) and the Agent in its sole
discretion may, in reliance on such assumption, make available to the Borrower
on such date a corresponding amount on behalf of such Lender. If and to the
extent that such Lender shall not have so made its Ratable Portion of the
Borrowing available to the Agent, such Lender and the Borrower severally agree
to repay to the Agent forthwith on demand such corresponding amount, together
with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Agent, at (i) in the
case of the Borrower, the interest rate applicable at the time to Loans
comprising the Borrowing, and (ii) in the case of such Lender, the Federal Funds
Rate until (and including) the third Business Day after demand is made and
thereafter at the Base Rate. If such Lender shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such Lender's Loan
as part of the Borrowing for purposes of this Agreement. If the Borrower shall
repay to the Agent such corresponding amount, the Borrower shall have no
liability with respect to losses, costs or expenses otherwise compensable under
Section 3.04 in connection therewith.

     (d) The obligations of the Lenders to make Loans to the Borrower pursuant
to this Agreement are several and not joint or joint and several, and the
failure of any Lender to make the Loan to be made by it as part of the Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Loan on the date of the Borrowing, but no Lender shall be responsible for
the failure of any other Lender to make the Loan to be made by such other Lender
on the date of the Borrowing.

     Section 2.03 Reduction of Commitments.

     (a) Voluntary Reduction or Termination. The Borrower shall have the right,
subject to the terms and conditions set forth in Section 3.02, on at least three
Business Days' notice to the Agent to terminate in whole or, from time to time,
reduce ratably in part the unused portion of the Total Term Commitment without
penalty or premium; provided that each partial reduction of the Total Term
Commitment shall be in an aggregate amount equal to the lesser of (a) $5,000,000
or an integral multiple of $1,000,000 in excess thereof or (b) the entire unused
portion of the Total Term Commitment. Upon receipt of any such notice, the Agent
shall promptly notify each Lender of the contents thereof and the amount to
which such Lender's Commitment is to be reduced.

     (b) Automatic Termination. The Commitments shall be reduced to zero and
terminate upon the making of the Loan under Section 2.01.

                                      -30-

<PAGE>

     (c)  No Reinstatement. No termination or partial reduction of the
Commitments or Total Term Commitment pursuant to this Section 2.03 may be
reinstated.

     Section 2.04 Fees. The Borrower agrees to pay, without duplication, to the
Agent, for its own account and for the ratable account of the Lenders, the fees
payable in the amounts and at the times agreed upon in the Fee Letter.

     Section 2.05 Interest; Determination and Protection; Illegality.

     (a)  Rates. Each Loan shall bear interest at rates set forth below, and the
Borrower shall pay interest on the unpaid principal amount of each Loan made by
each Lender from the date of such Loan until such principal amount shall be paid
in full at the times and at the rates per annum set forth below.

          (i)   Base Rate Loans. During such periods as such Loan is a Base Rate
                Loan, a rate per annum equal at all times to the Adjusted Base
                Rate in effect from time to time and payable on (A) each
                Interest Payment Date, commencing December 31, 2002, and (B) the
                Termination Date.

          (ii)  Eurodollar Rate Loans. During such periods as such Loan is a
                Eurodollar Rate Loan, a rate per annum equal at all times during
                each Interest Period for such Loan to the Adjusted Eurodollar
                Rate for such Interest Period, payable on (A) the last day of
                such Interest Period and, in the case of a Eurodollar Rate Loan
                having an Interest Period longer than three months, on the
                three-month anniversary of the first day of such Interest Period
                and (B) the Termination Date.

          (iii) After the occurrence of any Event of Default specified in
                Section 8.01(a) and consisting of the failure of the Borrower to
                pay any principal of any Note or interest thereon and during the
                continuance thereof, automatically and without any action by the
                Agent or any Lender, to the extent permitted by applicable law,
                the outstanding Obligations shall bear interest at a rate per
                annum equal to the Default Rate. Such interest shall be payable
                on demand and accrue until the earliest of (A) the waiver of
                such Event of Default by the Required Lenders or the cure of
                such Event of Default, (B) agreement by the Required Lenders to
                rescind the charging of interest at the Default Rate or (C)
                payment in full of the Obligations and termination of the Total
                Term Commitment, if any.

     (b)  Interest Rate Determination and Protection; Illegality.

                                      -31-

<PAGE>

          (i)   The Adjusted Eurodollar Rate for each Eurodollar Rate Loan
                specified in the Notice of Borrowing or a Notice of Conversion
                shall be determined by the Agent two Business Days before the
                first day of the Interest Period applicable for such Loan. The
                Agent shall give prompt notice to the Borrower and the Lenders
                of the applicable Adjusted Eurodollar Rate determined by the
                Agent for purposes of Section 2.05(a)(ii), and each such
                determination by the Agent shall be conclusive, absent manifest
                error. If for any reason the Agent is unable to determine the
                Adjusted Eurodollar Rate for any Eurodollar Rate Loan, the Agent
                shall so notify the Borrower and the Lenders, whereupon each
                Lender shall notify the Borrower through the Agent of the cost
                to such Lender (as determined by it in good faith) of funding
                and maintaining the outstanding affected Loans for such Interest
                Period, and the interest payable to such Lender on Eurodollar
                Rate Loans to which such Interest Period applies shall bear the
                interest at a rate per annum equal to the cost of funding and
                maintaining such Loans as so notified by such Lender plus the
                Applicable Margin or, upon the occurrence of any Event of
                Default specified in Section 8.01(a) and consisting of a failure
                of the Borrower to pay any principal on any Note or interest
                thereon and during the continuance thereof, the Default Rate.

          (ii)  If, with respect to any Eurodollar Rate Loans, any Lender
                reasonably determines that the Adjusted Eurodollar Rate for any
                Interest Period for such Loans will not adequately reflect the
                cost to such Lender of making, funding or maintaining its
                Eurodollar Rate Loans for such Interest Period, such Lender
                shall forthwith so notify the Borrower and the Agent, whereupon
                such Lender shall notify the Borrower through the Agent of the
                cost to such Lender (as determined by it in good faith) of
                funding and maintaining the outstanding affected Loans for such
                Interest Period, and the interest payable to such Lender on
                Eurodollar Rate Loans to which such Interest Period applies
                shall bear the interest at a rate per annum equal to the cost of
                funding and maintaining such Loans as so notified by such Lender
                plus the Applicable Margin or, upon the occurrence of any Event
                of Default specified in Section 8.01(a) and consisting of a
                failure of the Borrower to pay any principal on any Note or
                interest thereon and during the continuance thereof, the Default
                Rate.

          (iii) Notwithstanding any other provision of this Agreement, if any
                Lender shall notify the Agent and the Borrower that the
                introduction of, any change in the interpretation of, or any
                change in, any Governmental Requirement after the date hereof
                makes it unlawful, or any central lender or comparable agency or
                other Governmental Authority asserts after the date hereof that
                it is unlawful, for any such Lender or its Eurodollar Lending
                Office to perform its obligations hereunder to make Eurodollar
                Rate Loans or to fund or maintain Eurodollar Rate Loans
                hereunder,

                                      -32-

<PAGE>

                (A)  the obligation of such Lender to make, or to Convert Loans
                     into, Eurodollar Rate Loans shall be suspended until such
                     Lender shall notify the Borrower and the Agent that the
                     circumstances causing such suspension no longer exist, and

                (B)  (I) if lawful, as determined by such Lender in good faith,
                     each Eurodollar Rate Loan of such Lender then outstanding
                     shall be Converted automatically into a Base Rate Loan
                     effective on the last day of the Interest Period then
                     currently applicable to such Eurodollar Rate Loan (or on
                     such earlier date as shall be notified by the Lender as
                     being the last applicable date for such Conversion under
                     applicable law, rule, regulation, treaty or directive), or

                     (II) if (1) it is unlawful to Convert such Eurodollar Rate
                     Loans in accordance with Section 2.05(b)(iii)(I), as
                     determined by such Lender in good faith or it becomes
                     unlawful for any such Lender or US Domestic Lending Office
                     to maintain Base Rate Loans hereunder, as determined by
                     such Lender in good faith, and (2) the assignment referred
                     to in Section 3.07 cannot be consummated prior to the last
                     date permissible for such assignment under the relevant
                     law, rule, regulation, treaty or directive, the Borrower
                     shall prepay such Lender's outstanding Loans in full (or
                     the amount of the affected portion thereof) together with
                     accrued interest thereon and all other amounts payable to
                     such Lender hereunder to the Agent for account of such
                     Lender, on the last day of the then current Interest Period
                     for such Loan (or on such earlier date as the Borrower
                     shall be notified by the Agent at the request of such
                     Lender as being the last permissible date for such
                     prepayment under relevant law, rule, regulation, treaty or
                     directive).

          (iv)  Each Lender will promptly notify the Borrower of any event
                occurring after the date of this Agreement which will cause the
                Adjusted Eurodollar Rate not to adequately reflect such Lender's
                costs or which makes it unlawful for such Lender to make or
                maintain Eurodollar Rate Loans, and will designate a different
                Eurodollar Lending Office if such designation will avoid such
                inadequacy or unlawfulness and will not, in the judgment of such
                Lender, be otherwise disadvantageous to such Lender.

          (v)   The procedures specified in clauses (i), (ii) and (iii) above
                shall apply to each relevant period succeeding the first such
                period to which they were

                                      -33-

<PAGE>

                     applied unless and until the Agent notifies the Borrower
                     that the condition referred to in clause (i) of this
                     Section 2.05(b) no longer exists or the Agent (at the
                     request of the applicable Lender) notifies the Borrower
                     that the condition referred to in clause (ii) or (iii) of
                     this Section 2.05(b) no longer exists (which notice the
                     Lenders agree to give or cause to be given promptly
                     following the time any such condition no longer exists),
                     whereupon the Loan, if it is a Base Rate Loan, shall be
                     Converted into a Eurodollar Rate Loan or interest on the
                     Loans, or applicable Loan, shall again be determined in
                     accordance with the provisions of Section 2.05(a)(ii), in
                     each case, effective commencing on the third Business Day
                     after the date of such notice.

     Section 2.06  Interest Period Conversion.

     (a) The Borrower may on any Business Day, on notice ("Notice of
Conversion") given by the Borrower to the Agent not later than 12:00 Noon (New
York City time) on the third Business Day prior to the date of the proposed
Conversion of Eurodollar Rate Loans, Convert all Eurodollar Rate Loans
comprising the same Borrowing into Eurodollar Rate Loans having a different
Interest Period; provided, however, that (except as required by Section
2.05(b)(iii)(I)) any Conversion of any Eurodollar Rate Loans into Eurodollar
Rate Loans having a different Interest Period shall be made on, and only on, the
last day of an Interest Period for such Eurodollar Rate Loans. Each such Notice
of Conversion shall specify therein the requested (i) date of such Conversion
and (ii) the duration of the Interest Period. Each Notice of Conversion shall be
irrevocable and binding on the Borrower. The Agent shall promptly deliver notice
of each Conversion to each Lender.

     (b) If a Borrowing pursuant to Section 2.01 consists of Base Rate Loans
then such Base Rate Loans shall be Converted, on the Business Day after the date
of Borrowing, into Eurodollar Rate Loans having the Interest Period set forth on
a Notice of Conversion which the Borrower shall deliver to the Agent not later
than 12:00 Noon (New York City time) on the Business Day before the date of the
Borrowing of such Base Rate Loans.

     (c) If the Borrower shall fail to deliver to the Agent a Notice of
Conversion in accordance with this Section 2.06 to select the duration of the
Interest Period for the principal amount outstanding under (i) any Eurodollar
Rate Loan prior to the last day of the Interest Period applicable to such Loan,
or (ii) any Base Rate Loan which is required to be Converted in accordance with
Section 2.06(b) prior to the Business Day before the Borrowing of such Loans,
the Interest Period for such Loan shall automatically have a duration of one
month.

     (d) Notwithstanding anything to the contrary in this Agreement, upon the
occurrence and during the continuation of an Event of Default (i) Eurodollar
Rate Loans shall not be available to the Borrower, and (ii) each Eurodollar Rate
Loan outstanding at such time shall

                                      -34-

<PAGE>

convert automatically to a Base Rate Loan upon the last day of the Interest
Period applicable to such Eurodollar Rate Loan.

                                  ARTICLE III

                PAYMENTS, PREPAYMENTS, INCREASED COSTS AND TAXES

     Section 3.01  Payments and Computations.

     (a) The Borrower shall make each payment under this Agreement and under the
Notes not later than 12:00 Noon (New York City time) on the day when due in
Dollars to the Agent at the Agent's Office in immediately available funds. Each
payment by the Borrower shall be made without set-off, counterclaim or other
deduction whatsoever. The Agent will promptly thereafter cause to be distributed
like funds relating to the payment of principal or interest or fees payable to
the Lenders (to the extent received by the Agent) ratably to the Lenders for the
account of their applicable Lending Offices and like funds relating to the
payment of any other amount payable to any Lender (to the extent received by the
Agent) to such Lender for the account of its Lending Office, in each case to be
applied in accordance with the terms of this Agreement. Fees payable pursuant to
Section 2.04 to a Lender are for the account of such Lender's Lending Office as
such Lender shall designate by notice to the Agent.

     (b) Whenever any payment hereunder or under the Notes shall be stated to be
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, unless the next succeeding Business Day falls in a
different fiscal quarter, in which case such payment shall be made on the next
preceding Business Day. Any such extension of time for payment shall be included
in the computation of interest and fees payable in connection therewith.

     (c) All computations of interest hereunder based on the Base Rate shall be
made by the Agent on the basis of a year of 365 or 366 days, as the case may be,
for each day that the Prime Rate is the basis for such computation, and on the
basis of a year of 360 days for each day that the Federal Funds Rate is the
basis for such computation, and all computations of interest hereunder based on
the Adjusted Eurodollar Rate shall be made by the Agent on the basis of a year
of 360 days, in each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest is
payable. Each determination by the Agent of an interest rate hereunder shall be
conclusive, absent manifest error.

                                      -35-

<PAGE>

     (d) Unless the Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Lenders that the Borrower will not
make such payment in full, the Agent may assume that the Borrower has made such
payment in full to the Agent on such date and the Agent may, in reliance upon
such assumption, cause to be distributed to each Lender on such due date an
amount equal to the amount then due such Lender. If and to the extent the
Borrower shall not have so made such payment in full to the Agent, each Lender
shall repay to the Agent forthwith on demand such amount distributed to such
Lender, together with interest thereon, for each day from the date such amount
is distributed to such Lender until the date such Lender repays such amount to
the Agent, at the Federal Funds Rate until (and including) the third Business
Day after demand is made and thereafter at the Base Rate.

     (e) All amounts shall be paid on the date specified therefor, whether or
not such payment would require a payment of any Eurodollar Rate Loans prior to
the last day of the applicable Interest Periods therefor or would result in
losses, costs or expenses compensable under Section 3.04.

     Section 3.02 Mandatory Prepayments. Within one Business Day after the
receipt by the Borrower of the Net Proceeds of any Permitted Replacement Debt,
the Borrower shall prepay the Loans in an aggregate principal amount equal to
such Net Proceeds, together with accrued and unpaid interest to the date of such
prepayment on the principal amount prepaid.

     Section 3.03 Voluntary Prepayments. The Borrower may, on at least one
Business Day's notice to the Agent stating the proposed date and aggregate
principal amount of the prepayment (and, if relevant, whether such Loans are
Base Rate Loans or Eurodollar Rate Loans), prepay, without premium or penalty,
the outstanding principal amounts of such Loans in whole or ratably in part,
together with accrued and unpaid interest to the date of such prepayment on the
principal amount prepaid. Such notice shall be irrevocable and the payment
amount specified in such notice shall be due and payable on the prepayment date
described in such notice, together with accrued and unpaid interest on the
amount prepaid. Partial prepayments of Loans shall be in an aggregate principal
amount equal to the lesser of (a) $1,000,000 or an integral multiple of $100,000
in excess thereof and (b) the aggregate outstanding principal amount of such
Loans; provided, that these limitations do not apply to any prepayment made
pursuant to Section 7.04(b) or Section 7.04(c).

     Section 3.04 Funding Losses Relating to Eurodollar Rate Loans.

     (a) If any payment of principal or Conversion of any Eurodollar Rate Loan
is made other than on the last day of an Interest Period relating to such Loan,
as a result of a payment pursuant to Section 3.02 or 3.03 or a Conversion
pursuant to Section 2.05(b)(iii) an acceleration of the maturity of any Note in
accordance with the terms hereof, or for any other reason, the Borrower shall,
upon demand by any Lender, pay to such Lender at its Eurodollar Lending Office
any amounts required to compensate such Lender for any losses or reasonable
expenses which it may actually incur by reason of the liquidation or
reemployment of the amounts so

                                      -36-

<PAGE>

prepaid or of deposits or other funds acquired by such Lender to fund or
maintain such Loan. In any such case, such loss and reasonable expense shall be
equal to the sum, without duplication of amounts, of (i) the costs and expenses
incurred (other than loss of the Applicable Margin) in connection with, or by
reason of, any such event and (ii) an amount equal to the excess, if any, as
reasonably determined by such Lender of (A) the amount of interest which would
have accrued on the amount so paid or accelerated for the period from the date
of such payment or acceleration to the last day of the Interest Period for such
Loan at the Adjusted Eurodollar Rate (minus the Applicable Margin) applicable to
such Loan over (B) the amount of interest, as reasonably determined by such
Lender, which would have accrued to such Lender on such amount by placing such
amount on deposit for a comparable period with prime banks in the London
interbank market.

     (b) The Borrower shall indemnify each Lender against any loss or reasonable
expense incurred by such Lender as a result of (i) any failure by the Borrower
to fulfill on the date of any proposed Borrowing of a Loan the applicable
conditions set forth in Article IV or (ii) any failure by the Borrower to make a
Borrowing of a Loan after the Borrower has given a notice requesting the same in
accordance with the provisions hereof. In any such case, such loss and
reasonable expense shall be equal to the sum, without duplication of amounts, of
(i) the costs and expenses incurred (other than loss of the Applicable Margin)
by such Lender by reason of the liquidation or reemployment of deposits or other
funds acquired by such Lender to effect or maintain such Loan in connection
with, or by reason of, any such event and (ii) an amount equal to the excess, if
any, as reasonably determined by such Lender of (A) the amount of interest which
would have accrued on the amount of the Loan that was to have been made for the
period from the date such Borrowing was to have been made to the last day of the
Interest Period for such Loan that would have commenced on such date at the
Adjusted Eurodollar Rate (minus the Applicable Margin) applicable to such Loan
over (B) the amount of interest, as reasonably determined by such Lender, which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with prime banks in the London interbank market.

     (c) Any Lender demanding payment pursuant to this Section 3.04 shall
deliver to the Borrower a statement reasonably setting forth the amount and
manner of determining the loss or expense for which such demand is made, which
statement shall be conclusive, absent manifest error.

     Section 3.05 Increased Costs; Capital Adequacy.

     (a) If after the date of this Agreement any change in any applicable
Governmental Requirement (including, without limitation, the adoption of any new
Governmental Requirement) or in the interpretation or administration thereof by
any central bank or comparable agency or any other Governmental Authority
charged with the interpretation or administration thereof (whether or not having
the force of law) shall impose, modify or deem applicable any reserve, special
deposit or similar requirement against Property of, deposits with or for the
account of or credit extended by any Lender (except any such reserve requirement
that

                                      -37-

<PAGE>

is reflected in the Eurodollar Rate Reserve Percentage), or shall impose on such
Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Rate Loans made by such Lender, and the result of any of
the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Rate Loan or to reduce the amount of any sum received
or receivable by such Lender hereunder (whether of principal, interest, fees or
otherwise) by an amount reasonably determined by such Lender to be material,
then the Borrower will pay to such Lender, following receipt of a notice from
such Lender to such effect, such additional amount or amounts as will compensate
such Lender for such additional costs incurred or reduction suffered.

     (b) If any Lender shall have determined that (i) the adoption after the
date of this Agreement of any Governmental Requirement, guideline or directive
regarding capital adequacy, (ii) any change after the date of this Agreement in
any such Governmental Requirement, guideline or directive or in the
interpretation or administration thereof after the date of this Agreement by any
central bank or comparable agency or any other Governmental Authority charged
with the interpretation or administration thereof or (iii) compliance by any
Lender (or any lending office of such Lender) or any Lender's holding company
with any request or directive regarding capital adequacy issued after the date
of this Agreement under any Governmental Requirement or guideline (whether or
not having the force of law) of any Governmental Authority has or would have the
effect of reducing the rate of return on such Lender's capital or on the capital
of such Lender's holding company, if any, as a consequence of this Agreement,
the Commitment of such Lender, if any, or the Loans made by such Lender to a
level below that which such Lender or such Lender's holding company could have
achieved but for such applicability, adoption, change or compliance (taking into
consideration such Lender's policies and the policies of such Lender's holding
company with respect to capital adequacy) by an amount reasonably determined by
such Lender to be material, then from time to time the Borrower will pay to such
Lender, following receipt of a notice from such Lender to such effect, such
additional amount or amounts as shall compensate such Lender or such Lender's
holding company for any such reduction suffered.

     (c) Any Lender requiring payment under this Section 3.05 shall deliver to
the Borrower a statement reasonably setting forth the amount and manner of
determination thereof, which statement shall be conclusive, absent manifest
error.

     (d) Each Lender will promptly notify the Borrower of any event occurring
after the date of this Agreement of which it has knowledge which will entitle
such Lender to compensation pursuant to this Section 3.05 and will designate a
different Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the judgment of such Lender,
be otherwise disadvantageous to such Lender.

     Section 3.06 Taxes.

                                      -38-

<PAGE>

     (a) Any and all payments by the Borrower of the Obligations shall be made
free and clear of and without deduction for any and all present or future Taxes.
If the Borrower shall be required by any Governmental Requirement to deduct any
Taxes from or in respect of any sum payable hereunder to any Lender or the
Agent, (i) the sum payable by the Borrower shall be increased by the amount
necessary so that, after making all required deductions (including, without
limitation, deductions applicable to additional sums payable under this Section
3.06), such Lender or the Agent (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant taxing authority or other authority in
accordance with applicable Governmental Requirements.

     (b) In addition, the Borrower shall pay any and all present and future
transfer, documentary, stamp and similar Taxes, any and all other excise and
property Taxes, charges and similar levies and all recording and filing Taxes
and fees which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any
other Loan Document (hereinafter referred to as "Other Taxes").

     (c) The Borrower shall indemnify each Lender and the Agent for the full
amount of Taxes and Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this Section
3.06) paid by such Lender or the Agent (as the case may be) and all liabilities
(including penalties, additions to tax, interest and expenses) arising therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were correctly
or legally asserted, INCLUDING PENALTIES, ADDITIONS TO TAX, INTEREST AND
EXPENSES ARISING AS A RESULT OF THE NEGLIGENCE (WHETHER SOLE, JOINT OR
CONCURRENT, ACTIVE OR PASSIVE) ON THE PART OF SUCH LENDER OR THE AGENT, but
excluding penalties, additions to tax, interest and expenses arising as a result
of the gross negligence or willful misconduct on the part of such Lender or the
Agent. Payments in respect of the foregoing indemnification shall be made by the
Borrower within five days after the date such Lender or the Agent (as the case
may be) makes demand therefor.

     (d) Within 30 days after the date of any payment of Taxes by the Borrower
pursuant to this Section 3.06, the Borrower shall furnish to the Lenders and the
Agent the original or a certified copy of a receipt evidencing payment thereof.
If the Borrower makes any payment in respect of any Obligation from any account
located outside the United States or any such payment is made by a payor that is
not a United States Person and if no Taxes are payable in respect of such
payment, the Borrower shall furnish to the Lenders and the Agent a certificate
from each appropriate taxing authority, or an opinion of counsel acceptable to
the Agent, in either case stating that such payment is exempt from or not
subject to Taxes. For purposes of this Section 3.06, the terms "United States"
and "United States Person" shall have the meanings set forth in Section 7701 of
the Code.

     (e) Each Lender that is not a United States Person hereby agrees that:

                                      -39-

<PAGE>

          (i)    it shall, no later than the date of this Agreement (or, if such
                 Lender becomes a party hereto pursuant to Section 3.07 or
                 10.06, the date upon which such Lender becomes a party hereto),
                 deliver to the Borrower through the Agent, with a copy to the
                 Agent (A) if any Lending Office is located in the United States
                 of America, two accurate and complete signed originals of
                 Internal Revenue Service Form W-8ECI or any successor thereto
                 ("Form W-8ECI"), (B) if any Lending Office is located outside
                 the United States of America, two accurate and complete signed
                 originals of Internal Revenue Service Form W-8BEN or any
                 successor thereto ("Form W-8BEN"), or (C) if such Lender is
                 claiming exemption from withholding of United States federal
                 income tax under Section 871(h) or 881(c) of the Code with
                 respect to "portfolio interest," a Form W-8BEN or any successor
                 thereto (and, if such Lender delivers a Form W-8BEN, pursuant
                 to clause (C) of this paragraph, such Lender will certify that
                 it (1) is not a bank for purposes of Section 881(c) of the Code
                 receiving interest on an extension of credit made pursuant to a
                 loan agreement entered into in the ordinary course of its trade
                 or business, (2) is not a 10-percent shareholder (within the
                 meaning of Section 871(h)(3)(B) of the Code) of the Borrower
                 and (3) is not a controlled foreign corporation related to the
                 Borrower (within the meaning of Section 864(d)(4) of the
                 Code)), in each case indicating that such Lender is on the date
                 of delivery thereof entitled to receive payments of principal,
                 interest and fees for the account of such Lending Office or
                 Lending Offices under this Agreement free from withholding of
                 United States federal income tax;

          (ii)   if at any time such Lender changes any Lending Office or
                 selects an additional Lending Office, it shall, at the same
                 time or reasonably promptly thereafter but only to the extent
                 the forms previously delivered by it hereunder are no longer
                 effective, deliver to the Borrower through the Agent, with a
                 copy to the Agent, in replacement for the forms previously
                 delivered by it hereunder, two accurate and complete signed
                 originals of Form 4224 or Form 1001, as applicable, or a Form
                 W-8, in each case indicating that such Lender is on the date of
                 delivery thereof entitled to receive payments of principal,
                 interest and fees for the account of such changed or additional
                 Lending Office under this Agreement free from withholding of
                 United States federal income tax;

          (iii)  it shall, before or promptly after the occurrence of any event
                 (including the passing of time, but excluding any event
                 mentioned in clause (ii) above) requiring a change in the most
                 recent forms or form previously delivered by such Lender
                 pursuant to this Section 3.06(e) and if the delivery of the
                 same be lawful, deliver to the Borrower through the Agent, with
                 a copy to the Agent, two accurate and complete original signed
                 copies of Form 4224 or Form 1001, as applicable, or a Form W-8
                 in replacement for the forms or form previously delivered by
                 such Lender; and

                                      -40-

<PAGE>

          (iv)  it shall, reasonably promptly upon the reasonable request of the
                Borrower to that effect, deliver to the Borrower through the
                Agent such other forms or similar documentation as may be
                required from time to time by any applicable Governmental
                Requirement, treaty, rule or regulation in order to establish
                such Lender's tax status for withholding purposes.

     (f)  The obligations of the Borrower contained in this Section 3.06 shall
survive the termination of this Agreement and the payment in full of the
Obligations.


     Section 3.07 Substitution of Lender. If (a) the obligation of any Lender to
make Loans has been suspended pursuant to Section 2.05(b) or a Lender is unable
to Convert Eurodollar Loans into, or maintain Base Rate Loans in accordance with
Section 2.05(b)(iii)(B), (b) any Lender has demanded compensation under Section
3.05 or (c) any Lender has notified the Borrower that it is not capable of
receiving payments without deduction or withholding pursuant to Section 3.06,
the Borrower may replace such Lender by designating in a notice given to the
Agent an Eligible Assignee to replace such Lender, which Eligible Assignee, if
not already a Lender, shall be subject to the approval of the Agent, which
approval shall not be unreasonably withheld. If the Borrower so designates an
Eligible Assignee, then the Agent shall give notice thereof to the Lender to be
replaced, and thereupon, such Lender shall promptly consummate an assignment of
such Lender's Commitment, Loans, Notes and other rights and obligations
hereunder of such Lender to such Eligible Assignee in accordance with Section
10.06. For purposes of Section 3.04(a), a Lender consummating an assignment
pursuant to this Section 3.07 shall be deemed to have been paid on the effective
date of such assignment all its Loans then being assigned.

                                   ARTICLE IV

                               CONDITIONS TO LOANS

     Section 4.01 Conditions to Loans. The obligation of each Lender to make its
Loan is subject to the Agent's receipt of (or, where applicable, the occurrence
of) each of the following, in sufficient number for each of the Lenders and in
form and substance reasonably satisfactory to the Agent:

     (a)  this Agreement, with all exhibits and schedules thereto, duly executed
and delivered as applicable by each of the parties hereto, and a Note for each
Lender, in the amount of such Lender's Commitment, each duly executed by the
Borrower and dated as of the date of this Agreement;

     (b)  each Security Document, with all exhibits and schedules thereto, duly
executed and delivered by each of the parties thereto and dated as of the date
of this Agreement (except

                                      -41-

<PAGE>

that the original Mortgage shall be delivered to the Title Company for filing,
and true and correct copies of the executed Mortgage shall be delivered to the
Agent), and the following:

          (i)   proper financing statements, duly filed on the Closing Date in
                the offices identified on Schedule 5.15 or in any other
                jurisdictions that the Agent may deem necessary or desirable in
                order to perfect and protect the first priority (subject only to
                Permitted Liens) liens and security interests created under the
                Security Documents, covering the Collateral described in the
                Security Documents,

          (ii)  evidence that originals of the Mortgage on the Refinery have
                been delivered to the Title Company with instructions for
                recording in the Real Property Records of Harris County, Texas,

          (iii) copies of the Borrower's 1999 survey of the Refinery, a survey
                reliance letter executed by the Borrower's surveyor who prepared
                such survey, and Borrower's Affidavit as to Prior Survey in form
                satisfactory to the Title Company,

          (iv)  evidence that the Title Company is prepared, upon recording the
                Mortgage, to issue a Mortgagee Policy of Title Insurance (Form
                T-2) in favor of Agent, in a policy amount of $45,388,000, in
                conformance with the Title Commitment, covering and describing
                the real property components of the Refinery and the
                improvements affixed thereto that by law constitute a portion of
                such real property, and containing the following modifications
                and/or endorsements:

                (A)  The standard exception for "Any discrepancies, conflicts,
                     or shortages in area or boundary lines, or any
                     encroachments, or protrusions or any overlapping of
                     improvements shall be revised to read "Shortages in area
                     only";

                (B)  The standard exception for taxes shall be revised to read
                     "Standby fees, taxes and assessments by an taxing authority
                     for the year 2002;

                (C)  The exception for liens and leases shall be deleted;

                (D)  The policy shall contain the T-14 (First Loss) Endorsement;

                                      -42-

<PAGE>

                (E)  The policy shall contain the T-15 (Last Dollar)
                     Endorsement;

                (F)  The policy shall contain the T-19 (Restrictions,
                     Encroachments and Minerals) Endorsement;

                (G)  The policy shall contain the T-33 (Adjustable Mortgage
                     Loan) Endorsement;

                (H)  The policy shall contain the T-35 (Revolving Credit)
                     Endorsement; and

          (v)   evidence that all other actions that the Agent may deem
                necessary or desirable have been taken or are the subject of
                arrangements reasonably satisfactory to the Agent for completion
                concurrently with or promptly after the Closing Date in order
                (A) to perfect and protect the first priority Liens created
                under the Security Documents (including, without limitation,
                receipt of duly executed payoff letters, and UCC-3 termination
                statements) and (B) to conclude that Acceptable Security
                Interests will have been created on all Collateral, upon the
                recording of the Mortgage and the filing of the financing
                statements;

     (c)  a Secretary's Certificate, dated the Closing Date, in the form of
Exhibit 4.01(c), certifying as to (i) attached copies of the Charter Documents,
as amended, modified and supplemented and in effect on the Closing Date, of the
Borrower, (ii) resolutions evidencing the Partnership Governance Committee
Action approving and authorizing the applicable Loan Documents and the
Borrowings and issuances of the Letters of Credit hereunder, and (iii) the names
and true signatures of the officers of the Borrower authorized to sign each Loan
Document;

     (d)  a copy of the Certificate of Limited Partnership of the Borrower,
certified as of a Current Date by the Secretary of State of the State of
Delaware;

     (e)  a certificate of existence and good standing with respect to the
Borrower, issued as of a Current Date by the Secretary of State of the State of
Delaware;

     (f)  certificates, issued by the Secretaries of State of the States of
Alabama and Texas to the effect that the Borrower is registered as a foreign
limited partnership under the name "LYONDELL-CITGO Refining LP" in those States,
and a certificate issued as of a Current Date by each such Secretary of State
which certifies that the Borrower has not filed a certificate of cancellation of
such registration;

                                      -43-

<PAGE>

     (g) opinions of counsel for the Borrower, dated the Closing Date, in the
forms of Exhibits 4.01(g)-1 and 4.01(g)-2;

     (h) a certificate of a Responsible Officer, dated the Closing Date, in the
form of Exhibit 4.01(h) to the effect, among others, that (i) the
representations and warranties set forth in Article V are true and correct in
all material respects as of the Closing Date (unless made as of a specific date
as set forth therein) and (ii) no Default exists or would exist as a result of
making a Loan on the Closing Date;

     (i) evidence in form and substance reasonably satisfactory to the Agent of
the maintenance of the property and business interruption insurance required by
Section 7.04 naming the Agent as an additional insured and loss payee, and
evidence of the maintenance of liability insurance required by Section 7.04
naming the Agent as an additional insured;

     (j) evidence that, prior to or on the Closing Date: (i) all outstanding
Indebtedness and other amounts owing under the Existing Revolving Credit
Agreement will have been paid and discharged in full, and all outstanding
Indebtedness and other amounts owing under the Existing Term Credit Agreement
will be paid and discharged in full with: (A) the proceeds of the Term Loans;
and (B) after the proceeds of the Term Loans have been applied in full for such
purpose, to the extent there remains any Indebtedness outstanding under the
Existing Term Credit Agreement, proceeds of the Loans or other available cash of
the Borrower; (ii) all commitments to lend under each such credit agreement have
been or will be terminated (such evidence to include a letter from the Borrower
to the agents and the lenders under each such credit agreement terminating all
commitments thereunder); and (iii) any Liens under each such credit agreement
have been or will be released;

     (k) the results of a recent search of the Uniform Commercial Code, tax, and
judgment lien records in (i) the offices of the Secretary of State of the State
of Texas, the Secretary of State of the State of Delaware and the Secretary of
State of the State of Alabama and (ii) the tax and judgment lien records in all
counties in Alabama and Texas in which the Borrower's Property is located, in
each case together with copies of all financing statements found in such
searches, and in each case which shall reveal no Liens except Permitted Liens on
any of the Property of the Borrower, or any revenues, income or profits
therefrom, and shall otherwise be satisfactory to the Agent;

     (l) an independent environmental report in form and substance satisfactory
to the Agent from Pilko and Associates, Inc.;

     (m) receipt by the Agent and the Lenders of the independent engineer's
report by Purvin & Gertz, Inc., including financial projections, in form and
substance reasonably satisfactory to the Agent;

                                      -44-

<PAGE>

     (n) payment of all fees and reasonable expenses of the Agent, including
reasonable fees and expenses of common counsel to the Lenders, and fees of the
Lenders that are due and payable on the Closing Date pursuant to this Agreement,
any other Loan Document or the Fee Letters;

     (o) a duly executed and delivered agreement between the Borrower and the
Service Agent to the effect specified in Section 10.08;

     (p) certified copies of the Contribution Agreement and the Refined Products
Purchase Agreement and one certified copy, to be held by the Agent pursuant to
its existing written safekeeping agreement with the Borrower and delivered with
such copy, of each of the Crude Supply Agreement and the Supplemental Supply
Agreement, in each case as amended, modified and supplemented and in effect on
the Closing Date;

     (q) the Agent is satisfied that there shall not have occurred or become
known: (i) any material adverse condition or material adverse change in or
affecting the business, operations, Property, condition (financial or otherwise)
or prospects of the Borrower or its Subsidiaries, taken as a whole, or (ii) any
material adverse condition or material adverse change in or affecting the
business, operations, property or condition (financial or otherwise) of PDVSA or
PDVSA Petroleo, S.A., which would materially adversely change or affect the
ability of such Person, as applicable, to perform its obligations under the
Supplemental Supply Agreement or the Crude Supply Agreement, as applicable, in
accordance with its terms;

     (r) the Agent is satisfied that as at the end of the fiscal quarter of the
Borrower ending immediately prior to the Closing Date, the Borrower would have
been in compliance with the applicable covenants set out in Section 7.17 of this
Agreement if this Agreement had then been in effect;

     (s) the Agent shall have received an appraisal of the Refinery in form and
substance reasonably satisfactory to the Agent and the Borrower;

     (t) the Agent shall have received evidence in form and substance reasonably
satisfactory to it that the maturity of the Borrower's Qualified Subordinated
Debt has been extended to a date at least six months after the Termination Date;

     (u) the Agent shall have received evidence in form and substance reasonably
satisfactory to it that the conditions precedent listed in Section 4.01 of the
Revolving Credit Agreement shall have been met simultaneously with the closing
of this Agreement; and

                                      -45-

<PAGE>

     (v) the Agent shall have received such other documents, governmental
certificates, agreements, and additional information as the Agent and the
Lenders may reasonably request, and such information shall be reasonably
satisfactory in form and substance to the Agent, its counsel, and the Lenders.

     Section 4.02 Further Conditions to Borrowing. The obligation of any Lender
to make its Loan on the occasion of the Borrowing is subject to the satisfaction
of the following conditions precedent that on the date of the Borrowing:

     (a) the Agent has received a Notice of Borrowing with respect to such Loan
in accordance with this Agreement;

     (b) the representations and warranties set forth in Article V are true and
correct in all material respects (unless made as of a specific date as set forth
therein) before and after giving effect to the making of such Loan;

     (c) no Default exists or would exist as a result of making such Loan or the
application of the proceeds thereof;

     (d) such Loan will not contravene any Governmental Requirements applicable
to such Lender; and

     (e) the Agent and such Lender are satisfied that the proceeds of such Loan
will be used for purposes not inconsistent with Section 5.13.

     Section 4.03 Deemed Fulfilled Conditions. Except to the extent that the
Borrower has disclosed in the Notice of Borrowing, or in a subsequent notice
given to the Agent prior to 5:00 P.M. (New York City time) on the Business Day
before the requested date for the making of the Borrowing, that an applicable
condition specified in this Article IV will not be fulfilled as of the requested
time for the making of the Loans, the Borrower shall be deemed to have made a
representation and warranty as of such time that the conditions specified in
such clauses have been fulfilled, except that in no event shall the Borrower
make or be deemed to make any representation or warranty as to Section 4.02(d).
No such disclosure by the Borrower that a condition specified in this Article IV
will not be fulfilled as of the requested time for the making of the requested
Loans shall affect the right of each Lender not to make the Loans requested to
be made by it if such condition has not been fulfilled at such time.

                                      -46-

<PAGE>

                                   ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

     In order to induce the Agent and each Lender to enter into this Agreement
and to make each Loan requested to be made by it, the Borrower represents and
warrants as follows (which representations and warranties will survive the
delivery of any Note and any other Loan Document and the making of any Loan).

     Section 5.01 Organization; Power; Qualification. The Borrower (a) is a
limited partnership duly organized, validly existing and in good standing under
the DRULPA and (b) has all the requisite power and authority under the DRULPA
and its Charter Documents to own or lease and operate its properties and to
carry on its business as now conducted and as proposed to be conducted. The
Borrower is, and each Subsidiary is, duly registered, qualified or licensed and
in good standing as a foreign limited liability company, a foreign limited
partnership or a foreign corporation, as the case may be, in good standing, when
applicable, in each jurisdiction in which it owns or leases Property or proposes
to own or lease Property or in which the carrying on of its business as now
conducted or as proposed to be conducted so requires, except to the extent that
failures to be so registered, qualified or licensed individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.
The Borrower is, and each Subsidiary is, duly registered, qualified or licensed
and in good standing as a foreign limited liability company (if it is a limited
liability company), a foreign limited partnership (if it is a partnership) or
corporation (if it is a corporation) in good standing in all jurisdictions in
which it owns or leases Property or proposes to own or lease Property or in
which the carrying on of its business as now conducted or as proposed to be
conducted so requires, except to the extent that failures to be so registered,
qualified or licensed individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. As of the date of this Agreement,
(a) Lyondell and CITGO collectively own, directly or indirectly, 100% of the
partnership interests of the Borrower and have the right to vote such interests
and to manage the business and affairs of the Borrower consistent with the terms
and provisions of the Partnership Agreement and (b) the Borrower has no
Subsidiaries.

     Section 5.02 Authorization; Enforceability; Absence of Conflicts; Required
Consents. The execution, delivery and performance by the Borrower of this
Agreement and each other Loan Document to which it is a party, and the
incurrence of the Indebtedness and other Obligations contemplated hereby and
thereby, are within its power and authority under its Charter Documents and the
DRULPA and have been duly authorized by all proceedings required under its
Charter Documents and the DRULPA. This Agreement, the Notes, and the Security
Documents have been, and each of the other Loan Documents to which the Borrower
is a party when delivered to the Agent will have been, duly executed and
delivered by the Borrower and are, or when so delivered will be, the legal,
valid and binding obligations of the Borrower, enforceable against the Borrower
in accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and general principles of equity (regardless of
whether such

                                      -47-

<PAGE>

enforceability is considered in a proceeding in equity or at law). The
execution, delivery and performance in accordance with their respective terms by
the Borrower of the Loan Documents to which it is a party, and the incurrence of
Indebtedness and other Obligations pursuant thereto, do not and will not (a)
violate, breach or constitute a default under (i) the Charter Documents of the
Borrower or any Subsidiary, (ii) any Governmental Requirement applicable to the
Borrower or any Subsidiary or (iii) any other Material Agreement of the Borrower
or any Subsidiary, (b) result in the acceleration or mandatory prepayment of any
Indebtedness of the Borrower or any Subsidiary or afford any holder of any such
Indebtedness the right to require the Borrower or any Subsidiary to redeem,
purchase or otherwise acquire, reacquire or repay any such Indebtedness or (c)
cause or result in the imposition of or afford any Person the right to obtain
any Lien upon any Property of the Borrower or any Subsidiary (or upon any
revenues, income or profits of the Borrower or any Subsidiary therefrom) other
than the Liens created by the Loan Documents. No Governmental Approvals are
required to be obtained or made, and no reports or notices to any Governmental
Authority are required to be made, by the Borrower for the execution, delivery
or performance by the Borrower of the Loan Documents or the enforcement against
the Borrower of its obligations thereunder or the incurrence of the Indebtedness
and other Obligations by the Borrower pursuant thereto, other than the recording
of the Mortgages and the filing of the UCC financing statements as contemplated
in the Loan Documents.

     Section 5.03 Compliance With Laws; Environmental Matters. Each of the
Borrower and the Subsidiaries (a) possesses, and is in compliance with the terms
and conditions of, all Governmental Approvals necessary for the ownership or
lease and operation of its Property and the carrying on of its business as now
conducted or proposed to be conducted, including the transactions contemplated
by the Loan Documents, except for such failures to possess and noncompliances
that individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect, and (b) is in compliance with all Governmental
Requirements applicable to it or any of its Property, including, without
limitation, all applicable Governmental Requirements under ERISA and
Environmental Laws, except for such noncompliances by the Borrower and the
Subsidiaries that individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. Each of the Borrower and its
Subsidiaries has no knowledge of any condition, event, circumstance, act or
omission that could reasonably be expected to form the basis of any Litigation
regarding noncompliance with or cleanup responsibility under Environmental Laws,
which, if such condition, event, circumstance, act, or omission is true and
remains unremedied, could reasonably be expected to have a Material Adverse
Effect.

     Section 5.04 No Defaults. No Default has occurred and is continuing.
Neither the Contribution Agreement nor any Supply or Purchase Contract has been
terminated.

     Section 5.05 Litigation; Environmental. There is no Litigation (including
any Litigation under Environmental Laws) pending or, to the knowledge of the
Borrower, threatened to which the Borrower or any Subsidiary is or may become a
party that (a) questions or involves the validity or enforceability of any of
the Loan Documents, (b) could reasonably be expected to have a Material Adverse
Effect, or (c) seeks (or reasonably may be expected to seek) to rescind,

                                      -48-

<PAGE>

revoke, terminate, cancel, withdraw, suspend, modify or change adversely or
withhold any Governmental Approval that is Material or any Material Agreement
and in which the remedies sought or expected to be sought, if obtained, could
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.

     Section 5.06 Financial Statements; Disclosure.

     (a)  Financial Statements.

          (i)  The Financial Statements (including in each case the related
               schedules and notes) delivered to the Agent present fairly, in
               all material respects, the consolidated financial position of the
               Borrower and the Subsidiaries at the respective dates of the
               balance sheets included therein and the consolidated results of
               their operations and their consolidated cash flows for the
               respective periods set forth therein and have been prepared in
               accordance with GAAP (subject, in the case of interim financial
               statements, to normal year-end adjustments). As of the date of
               any balance sheet included in such Financial Statements, neither
               the Borrower nor any Subsidiary then had any outstanding
               Indebtedness to any Person or any Material, individually or in
               the aggregate, liabilities of any kind (including contingent
               obligations, tax assessments or unusual forward or long-term
               commitments), or any Material unrealized or anticipated loss,
               required to be reflected in such Financial Statements or in the
               notes related thereto in accordance with GAAP which were not so
               reflected.

          (ii) Since December 31, 2001, no change has occurred in the business,
               operations, Property, liabilities, condition (financial or
               otherwise) or results of operations of the Borrower that could
               reasonably be expected, either alone or together with all other
               such changes, to have a Material Adverse Effect.

     (b)  Disclosure.

          (i)  As of the date hereof, all Information that has been made
               available to the Agent or any Lender by or on behalf of the
               Borrower prior to the date of this Agreement in connection with
               the transactions contemplated by this Agreement is, taken
               together, true and correct in all material respects (other than
               financial budgets and projections) and does not contain any
               untrue statement of a material fact or omit to state a material
               fact necessary in order to make the statements contained therein
               not materially misleading in light of the circumstances under
               which such statements were made.

                                      -49-

<PAGE>

          (ii)  All Information that is made available after the date of this
                Agreement from time to time to the Agent or any Lender by or on
                behalf of the Borrower in connection with or pursuant to this
                Agreement, any other Loan Document or the transactions
                contemplated hereby or thereby will be, when made available and
                taken together, true and correct in all material respects (other
                than financial budgets and projections) and will not contain any
                untrue statement of a material fact or omit to state a material
                fact necessary in order to make the statements contained therein
                not materially misleading in light of the circumstances under
                which such statements are made.

          (iii) All financial budgets and projections that have been or are
                hereafter from time to time prepared by or on behalf of the
                Borrower and made available to the Agent or any Lender pursuant
                to or in connection with this Agreement, any other Loan Document
                or the transactions contemplated hereby or thereby have been and
                will be prepared and furnished to the Agent in good faith and
                were and will be based on facts and assumptions that are
                believed by the management of the Borrower to be reasonable in
                light of the then current and foreseeable business conditions of
                the Borrower and the Subsidiaries and represented and will
                represent the Borrower's management's good faith estimate of the
                consolidated projected financial performance of the Borrower and
                the Subsidiaries based on the information available to the
                Responsible Officers at the time so furnished.

     Section 5.07 Taxes. Each of the Borrower and each Subsidiary have filed or
caused to be filed all Tax returns that are required to have been filed by or
with respect to it in every jurisdiction and have paid all Taxes shown to be due
and payable on such returns and all other Taxes payable by them by assessment,
to the extent such Taxes have become due and payable and before they have become
delinquent, except for (a) any Taxes the amount, applicability or validity of
which is currently being contested in good faith by appropriate proceedings and
with respect to which the Borrower has established adequate reserves on its
books in accordance with GAAP or (b) Taxes, other than Federal Taxes and Taxes
payable to Alabama and Texas Governmental Authorities, to which this clause (b)
does not relate, the nonpayment of which individually or in the aggregate could
not reasonably be expected to have a Material Adverse Effect. Neither the
Borrower nor any Subsidiary is a party to any Tax sharing, Tax allocation or
similar agreement except to the extent the Partnership Agreement may be deemed
to be such an agreement.

     Section 5.08 Government Regulation. Neither the Borrower nor any Subsidiary
is (a) an "investment company" or a company "controlled" by an "investment
company," as such terms are defined in the Investment Company Act of 1940, (b) a
"holding company" or a "subsidiary" or an "affiliate" of a "holding company" or
a "public utility," as such terms are defined in the Public Utility Holding
Company Act of 1935, or (c) subject to any Governmental

                                      -50-

<PAGE>

Requirement that regulates or otherwise limits its ability to issue promissory
notes or securities (other than the Securities Act of 1933, the Trust Indenture
Act of 1939 and state "blue sky" laws) or (in the case of the Borrower) to
perform its obligations under the Loan Documents.

     Section 5.09 Employee Benefit Plans.

     (a) Neither the Borrower nor any ERISA Affiliate of the Borrower has
incurred or is reasonably expected to incur any withdrawal liability under ERISA
to, or with respect to, any Multiemployer Benefit Plan; the execution and
delivery of this Agreement, the consummation of the transactions contemplated by
this Agreement and the lending of funds pursuant to the provisions of this
Agreement will not involve any Prohibited Transaction; no Benefit Plan
established or maintained by the Borrower or any ERISA Affiliate of the
Borrower, or to which the Borrower or any ERISA Affiliate of the Borrower has
made contributions, had an Accumulated Funding Deficiency, whether or not
waived, as of the last day of the most recently ended plan year of such Benefit
Plan; no liability, individually or in the aggregate, to the PBGC (other than
required insurance premiums, all of which that have become due have been paid)
has been incurred and not satisfied in full by the Borrower or any ERISA
Affiliate of the Borrower with respect to any Benefit Plan; and no event or
condition has occurred, or is reasonably expected to occur, which presents a
material risk of the termination of any Benefit Plan under circumstances which
could result in a material liability to the Borrower, directly or indirectly or
as a result of the liability of a current or former ERISA Affiliate of the
Borrower; provided, however, for purposes of this Section 5.09(a), a liability
shall be considered material at any time if it could reasonably be expected,
individually or in the aggregate with all other such liabilities, to result in a
Material Adverse Effect.

     (b) No Lien in favor of a Benefit Plan, a Welfare Plan, any Multiemployer
Benefit Plan or the PBGC exists upon any Property of the Borrower or any
Subsidiary or upon any revenues, income or profits of the Borrower or any
Subsidiary therefrom nor to the knowledge of any Responsible Officer has there
been any occurrence with respect to any such plan that, with or without the
passage of time, could reasonably be expected to have a Material Adverse Effect.

     Section 5.10 Title to Property; Leases. In each case, free and clear of all
Liens except for Permitted Liens, the Borrower has (a) good and indefeasible fee
simple title to the real property components of the Birmingport Facility and
Refinery, except the Easements, (b) sufficient title to the Company Pipelines
and the Easements to enable the Borrower to use the Company Pipelines and
Easements as the same were used by Lyondell immediately prior to July 1, 1993,
and as the same have been used by the Borrower immediately prior to the date of
this Agreement and as they are intended as of the date of this Agreement to be
used by the Borrower after such date in the operation of the Refinery in a
manner consistent with the Borrower's past practices, and any defect in title to
any portion of the Company Pipelines and the Easements will not or could not
reasonably be expected to have a Material Adverse Effect. In each case, free and
clear of all Liens except for Permitted Liens, the Borrower has good and valid
title to all its other tangible Property that individually or in the aggregate
are Material, and

                                      -51-

<PAGE>

each Subsidiary has good and valid title to all its tangible Property that
individually or in the aggregate with the tangible Property purported to be
owned by all Subsidiaries are Material. All Property consisting of leases of
Property by the Borrower and the Subsidiaries which individually or in the
aggregate are Material are valid and subsisting and in full force and effect,
the Borrower and the Subsidiaries enjoy the quiet and undisturbed possession of
such leased Property and no default exists under such leases, except for such
lack of such enjoyment and defaults that individually or in the aggregate could
not reasonably be expected to have a Material Adverse Effect.

     Section 5.11 Labor Matters. There are no strikes, work stoppages, slowdowns
or lockouts pending or, to the knowledge of the Borrower, threatened against or
involving the Borrower or any Subsidiary, other than those that individually or
in the aggregate could not reasonably be expected to have a Material Adverse
Effect.

     Section 5.12 Intellectual Property. The Borrower owns or possesses the
right to use, and each Subsidiary owns or possesses the right to use, all
Intellectual Property necessary to the conduct of its business as now conducted
or proposed to be conducted, in each case free of any claims or infringements
known to the Borrower, except for claims and infringements that individually or
in the aggregate could not reasonably be expected to have a Material Adverse
Effect.

     Section 5.13 Use of Proceeds. None of the proceeds of the Loans will be
used to purchase or carry (or refinance any borrowing the proceeds of which were
used to purchase or carry) any "margin stock" within the meaning of Regulation
T, U or X. Neither the Borrower nor any Subsidiary owns any margin stock. The
Borrower does not intend to apply, nor will it apply, any part of the proceeds
of any Loan in any manner or to any purpose that is unlawful or would involve a
violation of any Governmental Requirement relating to the use of funds
applicable to the Borrower or the transactions contemplated by the Loan
Documents, including, without limitation, Regulation T, U or X. The proceeds of
the Loans will be used solely to pay and discharge the Indebtedness and any
other amounts owing under the Existing Term Credit Agreement.

     Section 5.14 Location of Real Estate. The Collateral of the Borrower which
is real property is located in Harris County, Texas.

     Section 5.15 Creation of Liens on Collateral. Each Security Document, the
recording of the Mortgages in the Real Property Records of Harris County, Texas,
and the taking of other actions provided for in the Applicable UCC, together
with the filing of UCC financing statements in the offices set forth on Schedule
5.15, creates an Acceptable Security Interest in the Collateral described in
such Security Document. No filings, recordings, Governmental Approvals,
registrations, or third party consents are required in order to perfect an
Acceptable Security Interest in the Collateral granted under any Security
Document except for filings or recordings which are the subject of arrangements,
satisfactory to the Collateral Agent, for filing

                                      -52-

<PAGE>

or recording on or promptly after the date hereof. Such Collateral constitutes
and includes all Property of the Borrower other than Excluded Property. There
are no material prohibitions on the pledge of the Collateral.

     Section 5.16 Perfection of Collateral. All executed originals of each
promissory note or similar instrument that constitutes or evidences Collateral
either (i) are in the possession of the Borrower, or (ii) have been delivered to
the Collateral Agent, or (iii) if possession thereof is through a third party
custodian other than the Collateral Agent, either (A) the Borrower and the
Collateral Agent have received a written acknowledgment from such custodian that
such custodian is holding the promissory note or similar instrument, as
applicable, that constitute or evidence the Collateral solely on behalf of and
for the benefit of the Collateral Agent, acting for the benefit of the Secured
Parties, or (B) the Borrower and the Collateral Agent have received a written
acknowledgement from such custodian that such custodian is acting solely as
agent of the Collateral Agent. The Lenders, the Agent, and the Collateral Agent
agree that the Borrower is not required to perfect the security interest of the
Collateral Agent on Titled Vehicles, deposit accounts, securities accounts, or
other money now or hereafter owned by the Borrower, notwithstanding anything
herein or in the Security Agreements to the contrary, and each representation
and warranty, covenant, or other provision in this Agreement relating to the
Titled Vehicles, deposit accounts, securities accounts, or other money shall be
modified by this sentence as though fully set forth therein and made a part
thereof.

     Section 5.17 Priority of Liens on Collateral. The Borrower has not
authorized the filing of and has no knowledge of any financing statements
against the Borrower that includes a description of any part of the Collateral
other than any financing statement (A) relating to the Liens granted to the
Collateral Agent for the benefit of the Secured Parties under the Security
Documents, (B) that has been terminated, or (C) that relates to a Permitted
Lien. With respect to Collateral constituting deposit accounts or securities
accounts, such accounts are not in the name of any Person other than the
Borrower or the Collateral Agent, and the Borrower has not consented to the bank
maintaining any such accounts to comply with instructions of any Person other
than the Collateral Agent. With respect to any promissory note or similar
instrument that constitutes or evidences Collateral, no such promissory note or
similar instrument has any marks or notations indicating that it has been
pledged, assigned or otherwise conveyed to any Person other than the Collateral
Agent, for the benefit of the Secured Parties.

     Section 5.18 Subsidiaries. As of the date of this Agreement, the Borrower
has no Subsidiaries.

     Section 5.19 Excluded Property. The Excluded Property (other than the Crude
Supply Agreement and the Supplemental Supply Agreement) is not Material.

                                      -53-

<PAGE>

                                   ARTICLE VI

                      FINANCIAL STATEMENTS AND INFORMATION

     Until payment in full of the Loans and all other Obligations that have
become due when the Loans have been paid in full, or, if the Loans have not been
made under Section 2.01, so long as any of the Commitments remain in effect,
unless compliance with the provisions of the following Sections shall have been
waived in writing by the Required Lenders, the Borrower agrees as follows.

     Section 6.01 Reporting Requirements. The Borrower will furnish to the
Agent:

     (a)  Quarterly Financial Statements. As soon as available and in any event
within 60 days after the end of each of the first three fiscal quarters of each
of its fiscal years:


          (i)  a consolidated balance sheet of the Borrower and the Subsidiaries
               as of the end of such fiscal quarter, the related consolidated
               statements of income or operations and of cash flows for such
               fiscal quarter and for the portion of the fiscal year ended with
               such quarter, setting forth in each case in comparative form the
               figures for the corresponding quarter and the corresponding
               portion of the Borrower's previous fiscal year, and the notes
               related thereto, prepared in accordance with GAAP (subject to
               normal year-end adjustments); and

          (ii) a certificate with respect thereto of a Responsible Officer or
               the Manager, Accounting Services of the Borrower in the form of
               Exhibit 6.01(a);

     (b)  Annual Financial Statements. As soon as available and in any event
within 120 days after the end of each of its fiscal years, commencing with the
fiscal year ending December 31, 2002:


          (i)  a consolidated balance sheet of the Borrower and the Subsidiaries
               as of the end of such fiscal year and the related consolidated
               statements of income or operations and of cash flows for such
               fiscal year, setting forth in each case in comparative form the
               figures for the previous fiscal year, and the notes related
               thereto, prepared in accordance with GAAP;

          (ii) the audit report of PriceWaterhouseCoopers, or another nationally
               recognized firm of independent certified public accountants, on
               such consolidated financial statements, which report shall be
               unqualified and

                                      -54-

<PAGE>

                state that in the opinion of such accountants such consolidated
                financial statements present fairly, in all material respects,
                the consolidated financial position and results of operations
                and cash flows of the Borrower and the Subsidiaries at the dates
                and for the periods covered in such financial statements and
                have been prepared in conformity with GAAP and that the
                examination of such accountants in connection with such
                financial statements has been made in accordance with generally
                accepted auditing standards, and that such audit provides a
                reasonable basis for such opinion under the circumstances; and

          (iii) a certificate of a Responsible Officer or the Manager,
                Accounting Services of the Borrower in the form of Exhibit
                6.01(b);

     (c)  Notices and Information. Promptly and in any event:

          (i)   within five Business Days after (A) the approval by the
                Partnership Governance Committee of any budget of any type
                contemplated by Section 9.2 of the Partnership Agreement as in
                effect on the date of this Agreement, or any amendment of or
                supplement to any such budget, a copy of that budget, amendment
                or supplement, (B) the beginning of any fiscal year, if the
                Partnership Governance Committee has not approved for such
                fiscal year any budget of any type contemplated by Section 9.2
                of the Partnership Agreement as in effect on the date of this
                Agreement before the beginning of such fiscal year, a copy of
                (1) the proposed budget in the form most recently submitted to
                the Partnership Governance Committee for approval and (2) if
                such budget is the operating budget, the budget or other plan
                pursuant to which the Borrower is then conducting operations,
                and (C) the sending to the Partnership Governance Committee of
                any business plan of the type contemplated by Section 9.6 of the
                Partnership Agreement as in effect on the date of this
                Agreement, a copy of that plan;

          (ii)  within five Business Days after the sending or receiving
                thereof, copies of all material notices and communications sent
                by the Borrower or any Subsidiary to, or received by the
                Borrower or any Subsidiary from, any Governmental Authority,
                which notices in each case relate to matters that have had or
                could reasonably be expected to have a Material Adverse Effect;

          (iii) within five Business Days after the sending or receiving
                thereof, copies of all notices of termination or material
                default sent by the Borrower or any Subsidiary to, or received
                by the Borrower or any Subsidiary from, any party to any
                Material Agreement; and

                                      -55-

<PAGE>

          (iv) within five Business Days after the effective date thereof, (A)
               copies of all amendments and supplements to and modifications of
               the Borrower's Charter Documents and (B) copies of all amendments
               and supplements to and modifications of any Supply or Purchase
               Contract;

     (d)  Defaults; ERISA; Material Adverse Effect. Promptly and in any event
within (i) five Business Days after the Borrower has knowledge of a Default,
written notice of such Default which specifies the nature and duration thereof
and what action the Borrower has taken, is taking or proposes to take with
respect thereto, and (ii) within ten Business Days after the Borrower has
knowledge of (A) the occurrence of any of the events described in Section
8.01(g)(i)-(v) whether or not a Default has occurred as a result thereof,
written notice of such occurrence, (B) any material adverse change in the
business, operations, Property, assets, or conditions of the Borrower and the
Subsidiaries, written notice of such change which specifies the nature thereof,
or (C) the occurrence of any Reportable Event with respect to a Benefit Plan of
the Borrower or any ERISA Affiliate of the Borrower, written notice of such
Reportable Event which specifies the nature thereof;

     (e)  Litigation. Promptly and in any event within five Business Days after
the Borrower has knowledge of (i) the commencement of any Litigation involving
the Borrower or any of the Subsidiaries or any of their respective Property
which (A) if adversely determined, could reasonably be expected to have a
Material Adverse Effect, (B) questions or involves the validity or
enforceability of any of the Loan Documents or (C) if adversely determined,
could reasonably be expected to result in the rescission, revocation,
termination, cancellation, withdrawal, suspension, adverse modification of or
change in or withholding of a Material Governmental Approval or any Material
Agreement and such rescission, revocation, termination, cancellation,
withdrawal, suspension, modification, change or withholding could reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect,
notice of such Litigation, and (ii) any Environmental Event which could
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, notice of such Environmental Event; and, in each case, a written
statement of a Responsible Officer of the Borrower or such Subsidiary describing
such Litigation or Environmental Event; and;

     (f)  Receipt of Insurance Proceeds. Promptly and in any event within five
(5) days after the Borrower or any Subsidiary has knowledge thereof, notice of
the receipt by the Borrower or any Subsidiary of, or the occurrence of any event
which could reasonably be expected to give rise to a receipt by the Borrower,
any Subsidiary, or the Agent of, Insurance Proceeds in excess of $50,000,000 in
the aggregate under all property or business interruption insurance policies
maintained by the Borrower or any of its Subsidiaries, and a statement of a
Responsible Officer of the Borrower on behalf of the Borrower describing such
event and any action which the Borrower or any Subsidiary has taken to date and,
to the extent identified by such date, any future actions that the Borrower or
any Subsidiary proposes to take with respect thereto; and

                                      -56-

<PAGE>

     (g)  Requested Information. Such information regarding the Loan Documents,
the Loans, the books and records, business, affairs, operations, Property,
liabilities, condition (financial or otherwise) or results of operations of the
Borrower and the Subsidiaries and other information concerning the Borrower and
the Subsidiaries as the Agent or any Lender may from time to time reasonably
request.

     Section 6.02 Books and Records. The Borrower shall and shall cause each
Subsidiary to keep and maintain a system of accounting established and
administered in accordance with sound business practices and keep and maintain
proper books of records and account.

     Section 6.03 Visits, Inspections and Discussions. Subject to Section 10.04,
the Borrower shall and shall cause each Subsidiary to permit representatives
(whether or not officers or employees) of any Lender, from time to time during
the Borrower's normal daytime business hours, as often as may be reasonably
requested and upon reasonable notice, to (a) visit any of the Property of the
Borrower or such Subsidiary, (b) during any such visit, inspect, and verify the
amount, character and condition of, any of the Property of the Borrower or such
Subsidiary, (c) during any such visit, review and make extracts from the books
and records of the Borrower or such Subsidiary, and (d) during any such visit,
discuss the affairs, finances and accounts of the Borrower or such Subsidiary
with its officers, employees or its independent public accountants (and the
Borrower hereby authorizes such accountants to discuss the finances and affairs
of the Borrower and the Subsidiaries); provided, that in the case of any
discussions pursuant to clause (d), a representative of the Borrower designated
by a Responsible Officer must be present, it being understood and agreed by the
Borrower that it will cooperate to cause this condition to be satisfied. Each
Lender will pay the costs incurred by such Lender in exercising its rights under
this Section 6.03; provided, however, that if a Lender exercises its rights
under this Section 6.03 after the occurrence of an Event of Default, then the
Borrower will reimburse such Lender for the reasonable costs incurred by such
Lender in connection therewith promptly after such Lender's request therefor.
Nothing in this Agreement or any other Loan Document does, is intended to or
shall be construed as authorizing the Agent or any Lender to conduct or have
conducted for its account or the account of any other Person after the date of
this Agreement any environmental inspection or audit of the Refinery or the real
property on which the Refinery is situated or any other plant, Property owned or
leased by the Borrower on the date of this Agreement.

                                  ARTICLE VII

                                CERTAIN COVENANTS

     Until payment in full of the Loans and all other Obligations that have
become due when the Loans have been paid in full, or, if the Loans have not been
made under Section 2.01, so long as any of the Commitments remain in effect,
unless compliance with the provisions of the following Sections shall have been
waived in writing by the Required Lenders, the Borrower agrees as follows.

                                      -57-

<PAGE>

     Section 7.01 Maintenance of Existence, Properties, and Permits.

     (a)  The Borrower shall remain a limited partnership. The Borrower shall
cause each Subsidiary that is a limited liability company or a limited
partnership when it becomes a Subsidiary to maintain its existence as a limited
liability company or limited partnership, as the case may be, under the
appropriate act under which it was originally formed. The Borrower shall cause
each Subsidiary that is a corporation when it becomes a Subsidiary to maintain
its existence as a corporation. The Borrower shall and shall cause each
Subsidiary to (i) be in good standing in each jurisdiction in which its
ownership or lease of properties or its transaction of business requires it to
be registered, qualified or licensed, except to the extent that failures to be
so registered, qualified or licensed individually or in the aggregate by the
Borrower and all Subsidiaries could not reasonably be expected to have a
Material Adverse Effect, and (ii) keep and maintain all rights, franchises,
licenses, permits, and privileges useful or necessary in the conduct of its
business or the ownership of its Property, except to the extent that the failure
to keep and maintain such rights, franchises, licenses, permits, and privileges
individually or in the aggregate by the Borrower and all Subsidiaries could not
reasonably be expected to have a Material Adverse Effect.

     (b)  The Borrower shall and shall cause each Subsidiary to maintain and
preserve all of its Property, owned or leased, that is necessary or useful in
the conduct of its business in good repair, working order and condition,
ordinary wear and tear excepted; provided, however, that no item of Property
need be so maintained and preserved if the failure to so maintain and preserve
such item individually or in the aggregate with all other items not so
maintained and preserved by the Borrower and all Subsidiaries could not
reasonably be expected to have a Material Adverse Effect.

     (c)  The Borrower shall and shall cause each Subsidiary to maintain and
protect its ownership of or rights to use all Intellectual Property owned or
used by it in the conduct of its business as now conducted and proposed to be
conducted, in each case free of all claims and infringements known to the
Borrower, except for such failure so to maintain and protect that individually
or in the aggregate respecting all Intellectual Property owned or used by the
Borrower and all Subsidiaries could not reasonably be expected to have a
Material Adverse Effect.

     Section 7.02 Compliance With Governmental Requirements.

     (a)  The Borrower will and will cause each Subsidiary to comply with all
applicable Governmental Requirements and Governmental Approvals, including,
without limitation, Governmental Requirements under ERISA and applicable
Environmental Laws and applicable Governmental Approvals required by applicable
Environmental Laws, except for such noncompliances that individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.

                                      -58-

<PAGE>

     (b) The Borrower shall and shall cause each Subsidiary to maintain a policy
which, in the reasonable business judgment of the Borrower, is reasonably
designed to promote and monitor continued compliance by their respective
operations and properties with applicable Environmental Laws and applicable
Governmental Approvals required by applicable Environmental Laws.

     Section 7.03 Payment of Taxes and Claims. The Borrower shall and shall
cause each Subsidiary to pay and discharge or cause to be paid and discharged
promptly when due all Taxes imposed upon it or its revenues, income, profits or
capital or in respect of any of its Property before the same shall become
delinquent or in default, as well as all lawful claims for labor, materials and
supplies or otherwise that, if unpaid, might give rise to a Lien (other than a
Permitted Lien) on such Property or any part thereof; provided, however, that
such payment and discharge by such Person shall not be required with respect to
any such Tax or claim so long as the failure to make such payment and effect
such discharge, together with all other failures then and theretofore permitted
by this clause, could not reasonably be expected to have a Material Adverse
Effect.

     Section 7.04 Insurance; Casualty.

     (a) The Borrower shall and shall cause each Subsidiary to maintain, with
financially sound and reputable insurance companies or associations, insurance
with the same policy limits, coverage provisions, deductibles, co-insurance
limits, waiting periods, and other requirements as contained within the policies
the Borrower maintained on the Closing Date, including, without limitation,
public liability insurance, property insurance against loss or damage to its
Property, and business interruption insurance; provided that Borrower and its
Subsidiaries may make changes to the insurance that existed on the Closing Date
that cause (i) reductions in policy limits, (ii) decreases in coverage
provisions, (iii) increases in deductibles or co-insurance limits, (iv)
increases in waiting periods, or (v) material changes to any other provision, so
long as any such change remains consistent with coverage provisions,
deductibles, co-insurance limits, waiting periods, and other provisions that a
prudently operated chemical or refining company with a single plant location
financed with secured debt would maintain, as determined by a nationally
recognized insurance broker or consultant (which may be the Borrower's insurance
broker or consultant). The Borrower shall cause the Collateral Agent to be named
loss payee on all of its and its Subsidiaries' property and business
interruption insurance policies and additional insured on all of its and its
Subsidiaries' liability insurance policies.

     (b) Upon the occurrence of any damage or casualty to any Property of the
Borrower or any Subsidiary, which could not reasonably be expected to give rise
to a receipt by the Borrower, any Subsidiary, or the Collateral Agent of
property Insurance Proceeds and proceeds from condemnation in excess of
$50,000,000, the Borrower will and will cause such Subsidiary, as determined by
the sound business judgment of the Borrower, to pursue diligently claims
available to it under property or other applicable insurance policies (other
than business interruption insurance policies) relating to such Property and
shall use the proceeds of such

                                      -59-

<PAGE>

policies to (i) finance or refinance (through reimbursement of such Person's
treasury or otherwise) in whole or in part the cost of repairing or replacing
such Property promptly and in a good workmanlike manner, (ii) otherwise reinvest
the proceeds in Property for any of the lubes, aromatics or refining businesses
of the Borrower or, in the case of proceeds received in respect of the Property
of such Subsidiary, the business of the Borrower or such Subsidiary, or (iii)
prepay Term Loans.

     (c)  (i)  Upon the occurrence of an event with respect to any part of
               the Collateral which could reasonably be expected to give rise to
               a receipt by the Borrower, any Subsidiary, or the Collateral
               Agent of property Insurance Proceeds and proceeds from
               condemnation in excess of $50,000,000, for which all necessary
               repairs and replacements to such affected Collateral affected by
               such event could reasonably be expected to be substantially
               completed within nine (9) months (or such longer period as
               reasonably may be required, not to exceed fifteen (15) months)
               following such event then, so long as no Event of Default shall
               have occurred and be continuing, Borrower or such Subsidiary
               shall diligently proceed within such time periods to effect the
               repair or restoration of such affected Collateral as may be
               reasonably necessary to continue or resume operating the Refinery
               in the ordinary course of business, and all property Insurance
               Proceeds and proceeds from condemnation received by the Borrower,
               such Subsidiary, or the Collateral Agent as a result of such
               event shall be applied, to the extent necessary, in payment for
               such repairs to and replacement of such affected Collateral or,
               to the extent the costs of such repairs and replacements shall
               have been paid by the Borrower or one of its Subsidiaries, to
               reimburse such Person. If such repairs and replacements could not
               reasonably be made within the time period required in the
               preceding sentence, then all property Insurance Proceeds or
               condemnation proceeds received in connection with such event
               shall be applied to repay the Secured Obligations in the order
               set forth in Section 8.03. The following shall require written
               consent of the Required Lenders: (A) any waiver or extension of
               the time frames for repairs or replacements specified in this
               Section 7.04(c)(i) and (B) any waiver permitting the Borrower or
               any Subsidiary to use any proceeds that are subject to this
               Section 7.04(c)(i) for reinvestment in Property for any of the
               lubes, aromatics or refining businesses of the Borrower, or in
               the case of proceeds received in respect of the Property of such
               Subsidiary, the business of the Borrower or such Subsidiary.

          (ii) If an event which gives rise to the receipt of Insurance Proceeds
               or condemnation proceeds by the Borrower, any Subsidiary, or the
               Collateral Agent causes an Event of Default, or if Insurance
               Proceeds or condemnation proceeds are received during the
               existence and continuation of an Event of Default, all Insurance
               Proceeds or condemnation proceeds received by the Borrower, any
               of its Subsidiaries, or the Collateral Agent

                                      -60-

<PAGE>

               shall be applied to repay the Secured Obligations in the order
               set forth in Section 8.03.

     Section 7.05 Further Assurances Regarding Collateral. (i) At its own cost
and expense upon the request of the Collateral Agent, the Borrower shall, and
shall cause each of its Subsidiaries to, make, execute, endorse, acknowledge,
file and/or deliver to the Collateral Agent from time to time such lists,
descriptions and designations of the Collateral and take such further steps
relating to the Collateral for the benefit of the Secured Parties pursuant to
any Security Document, which are necessary or reasonably appropriate to create,
perfect, preserve, protect or validate any Liens granted pursuant to the
Security Documents on any Collateral or to enable the Collateral Agent to
exercise and enforce its rights under any Security Document with respect to such
Liens (including seeking all applicable regulatory authorizations to facilitate
any foreclosure on Collateral); and (ii) promptly upon request by the Collateral
Agent, or any Lender through the Agent, correct, and cause each of its
Subsidiaries promptly to correct, any material defect or error that may be
discovered in any Security Document or in the execution, acknowledgment, filing
or recordation of any Security Document.

     Section 7.06 Liens. The Borrower shall not and shall not permit any
Subsidiary to create, assume or permit to exist any Lien on any of its Property,
whether now owned or hereafter acquired, other than Permitted Liens.

     Section 7.07 Restricted Payments. The Borrower shall not and shall not
permit any Subsidiary to make any Restricted Payment, including any distribution
to the Partners, whether pursuant to or in accordance with Section 7.2, 7.4 or
7.5 of the Partnership Agreement or otherwise, except:

     (a) so long as no Event of Default exists or would exist after giving
effect thereto, the Borrower may make distributions to the Partners pursuant to
and in accordance with Sections 7.2, 7.4 and 7.5 of the Partnership Agreement,
including, without limitation, distributions in satisfaction of Distribution
Debt and advances pursuant to Section 7.5 of the Partnership Agreement;

     (b) each Wholly-Owned Subsidiary may make Restricted Payments to the
Borrower and other Wholly-Owned Subsidiaries;

     (c) the Borrower may make scheduled payments of principal, fees and other
charges to the holders of Permitted Replacement Debt when due in accordance with
its terms (including terms of subordination);

     (d) with respect to Qualified Subordinated Debt that is not Permitted
Replacement Debt:

                                      -61-

<PAGE>

          (i)  if such Indebtedness is Affiliate Indebtedness of the Borrower,
               the Borrower may make scheduled payments of interest thereon when
               due in accordance with its terms (including terms of
               subordination); and

          (ii) if such Indebtedness is not Affiliate Indebtedness of the
               Borrower, the Borrower may make scheduled payments of principal,
               interest, fees and other charges to the holders of such Qualified
               Subordinated Debt when due in accordance with its terms
               (including terms of subordination);

     Notwithstanding the foregoing clause (d) of this Section 7.07, so long as
no Event of Default exists or would exist after giving effect thereto, the
Borrower may make scheduled payments of interest on Affiliated Indebtedness
incurred prior to the Closing Date pursuant to Section 6.4(D) or 6.3 of the
Amended and Restated Limited Liability Company Regulations of the Borrower dated
July 1, 1993 as in effect on the Closing Date. Nothing in this Section 7.07
restricts the creation of Distribution Debt in accordance with Section 7.3(C) of
the Partnership Agreement.

     Section 7.08 Limitations on Mergers, Etc.The Borrower shall not and shall
not permit any Subsidiary to merge or consolidate with or into any Person or
convey, transfer, lease or otherwise dispose of all or substantially all of its
Property in a single transaction or series of transactions; provided, that any
Subsidiary may merge or consolidate with or into or transfer all or
substantially all its Property to the Borrower or any other Subsidiary so long
as no Default exists or would exist after giving effect thereto.

     Section 7.09 Disposition of Assets. The Borrower shall not and shall not
permit any Subsidiary to sell, lease, license, transfer or otherwise dispose of
any of its Property (or any right to receive revenues, proceeds, income or
profits therefrom), except (a) asset sales or licensing of technology and
dispositions of inventory, in each case in the ordinary course of business, (b)
dispositions of any Property not required to be maintained or preserved pursuant
to Section 7.01(b), (c) dispositions of any Property by a Subsidiary to the
Borrower or a Subsidiary, (d) loans, advances, or asset dispositions by Borrower
or any Subsidiary to any Wholly-Owned Subsidiary in an aggregate amount to all
such Wholly-Owned Subsidiaries not to exceed $25,000,000, without duplication of
any amounts permitted under clause (b)(ii) of the definition of "Permitted
Investments", (e) any sale or assignment of delinquent accounts receivable or
other trade receivables (or notes evidencing such receivables) to a collection
agency or similar service in the ordinary course of business as now conducted,
(e) Permitted Liens, (f) Restricted Payments permitted by Section 7.07, and (g)
in transactions permitted by Section 7.08.

     Section 7.10 Indebtedness. The Borrower shall not and shall not permit any
Subsidiary to incur, create, assume or suffer to exist any Indebtedness, except:

                                      -62-

<PAGE>

     (a) (i) the Loans and (ii) in an aggregate amount not to exceed $70,000,000
at any time outstanding, the Revolving Loans and (if any) the Revolving Credit
Agreement Letter of Credit Obligations;

     (b) Permitted Replacement Debt;

     (c) Qualified Subordinated Debt;

     (d) Distribution Debt;

     (e) unsecured Indebtedness of any Subsidiary owing to the Borrower or to
any other Subsidiary;

     (f) obligations of the Borrower and all Subsidiaries in an aggregate
amount, without duplication of amounts, not to exceed $10,000,000 at any time
outstanding in respect of Capital Leases and Indebtedness consisting of secured
purchase money Indebtedness incurred by the Borrower or any Subsidiary in the
ordinary course of business;

     (g)  (i)  obligations in respect of Permitted Interest Rate Protection
               Agreements, other than pursuant to a Guaranty, having a
               designated notional amount not exceeding, at the time entered
               into, 100% of the total Obligations then outstanding or, if the
               Loans have not been made under Section 2.01, 100% of the Total
               Term Commitment then in effect, having a maturity not later than
               the Termination Date and providing for regularly scheduled net
               settlement payments based upon nominal interest amounts computed
               on the basis of fixed or floating rates of interest; and

          (ii) obligations in respect of Permitted Interest Rate Protection
               Agreements, other than pursuant to a Guaranty, having a
               designated notional amount not exceeding, at the time entered
               into, 100% of the Total Revolving Commitment, having a maturity
               not later than the Revolving Loan Termination Date and providing
               for regularly scheduled net settlement payments based upon
               nominal interest amounts computed on the basis of fixed or
               floating rates of interest;

     (h) unsecured Indebtedness of the Borrower, in an aggregate amount not to
exceed $20,000,000 at any time outstanding, incurred to finance "Capital
Enhancement Projects" (as defined in Section 9.2.(B) of the Partnership
Agreement) of the Borrower in the conduct of the Borrower's business as
permitted by Section 7.15; and

                                      -63-

<PAGE>

     (i)  additional unsecured Indebtedness of the Borrower, other than pursuant
to a Guaranty, in an aggregate amount not to exceed $20,000,000 at any time
outstanding.

     Section 7.11 Transactions With Affiliates. The Borrower shall not and shall
not permit any Subsidiary to effect any transaction with any Affiliate of the
Borrower except (a) transactions contemplated by the Partnership Agreement and
the Supply or Purchase Contracts, (b) transactions permitted by and in
accordance with Sections 5.6 and 5.7 of the Partnership Agreement, (c)
transactions between or among the Borrower and any one or more Wholly-Owned
Subsidiaries or between or among Wholly-Owned Subsidiaries (except transactions
not otherwise permitted by this Article VII) and (d) any transaction to the
extent not otherwise restricted or prohibited by this Article VII on terms that
are no less favorable to the Borrower or such Subsidiary, as the case may be,
than would be available in a comparable transaction with a Person that is not an
Affiliate of the Borrower.

     Section 7.12 Limitation on Restrictive Covenants. The Borrower shall not
and shall not permit any Subsidiary to permit to exist any consensual
restriction limiting the ability (whether by covenant, event of default,
subordination or otherwise) of any Subsidiary to (a) pay dividends or make any
other distributions on its Capital Securities held by the Borrower or any other
Subsidiary, (b) pay any obligation owed to the Borrower or any other Subsidiary,
(c) make any loans or advances to or investments in the Borrower or in any other
Subsidiary, (d) transfer any of its Property to the Borrower or any other
Subsidiary, (e) incur any Indebtedness to the Borrower or (f) create any Lien
upon its Property or assets whether now owned or hereafter acquired or upon any
revenues, income or profits therefrom.

     Section 7.13 Issuance or Disposition of Capital Securities. The Borrower
shall not permit any Subsidiary to issue any Capital Securities, and the
Borrower shall not and shall not permit any Subsidiary to sell, transfer or
otherwise dispose of any Capital Securities of any Subsidiary, except (a) any
issuance by a Subsidiary of Capital Securities to the Borrower or a Wholly-Owned
Subsidiary and (b) any disposition by the Borrower or any Subsidiary of any
Capital Securities of a Wholly-Owned Subsidiary to the Borrower or another
Wholly-Owned Subsidiary.

     Section 7.14 Investments; Acquisitions. The Borrower shall not and shall
not permit any Subsidiary to purchase or acquire obligations or Capital
Securities of, or any other interest in, or make loans to, or otherwise enter
into joint venture or similar arrangements with, or purchase or acquire in a
single transaction or series of transactions all or substantially all of the
Property of, or any business unit of, any Person, except: (a) Permitted
Investments; (b) temporary loans and advances by the Borrower or any Subsidiary
to any of its officers or other employees which are made in the ordinary course
of business for travel, entertainment or other business expenses; (c) current
accounts receivable of the Borrower or any Subsidiary which arise in the
ordinary course of its business and adjustments offered to account debtors
(other than Affiliates of the Borrower) with respect thereto which are made in
the ordinary course of its business; (d) cooperative arrangements entered into
by the Borrower in the ordinary

                                      -64-

<PAGE>

course of its business of operating the Refinery with other Persons engaged in
operations in the Houston Ship Channel area in connection with their compliance
with applicable Governmental Requirements relating to environmental, health and
safety matters, including loans or advances of funds or equipment to, or
acquisitions of the Capital Securities or the funding of, Gulf Coast Waste
Disposal Authority, Clean Channel Association, Inc. or any similar entity; and
(e) acquisitions permitted by Section 7.08.

     Section 7.15 Business. The Borrower shall not, directly or indirectly, make
any material change in the nature or type of the Borrower's business as carried
on by it as of the date of this Agreement except such changes as are incidental
or reasonably related to such business, and the Borrower shall not permit any
Subsidiary to engage in any business other than any type of business in which
the Borrower is permitted to engage under this Section 7.15.

     Section 7.16 Fiscal Year. The Borrower shall not and shall not permit any
Subsidiary to change its fiscal year from the calendar year.

     Section 7.17 Financial Covenants.

     (a)  Debt to Total Capitalization Ratio. The Borrower shall not permit the
Debt to Total Capitalization Ratio at the end of any fiscal quarter of the
Borrower to be greater than 0.60 to 1.00.

     (b)  Coverage Ratio. The Borrower shall not permit the Coverage Ratio at
the end of any fiscal quarter of the Borrower to be less than 2.00 to 1.00.

     (c)  Consolidated Net Worth. The Borrower shall not permit Consolidated Net
Worth to be less than $555,000,000 at the end of any fiscal quarter of the
Borrower.

     (d)  Average Debt to EBITDA Ratio. The Borrower shall not permit the
Average Debt to EBITDA Ratio at the end of any fiscal quarter of the Borrower to
be greater than 4.0 to 1.0.

     Section 7.18 Certain Material Agreements.

     (a)  The Borrower shall not, and shall not permit any Subsidiary to:

          (i)  amend, modify, repudiate, supplement or terminate prior to the
               scheduled termination date (or any effective extension of such
               date) the Crude Supply Agreement or the Refined Products Purchase
               Agreement, except to

                                      -65-

<PAGE>

                the extent that any such amendment, modification or supplement,
                together with all previous amendments, modifications and
                supplements covered by this clause (i), could not reasonably be
                expected to have a Material Adverse Effect;

          (ii)  without the prior written consent of the Required Lenders (which
                consent shall not be unreasonably withheld), amend, modify or
                supplement any provision of Sections 2.1, 2.3, 2.4, 2.12, 2.13
                and 5.7 of the Crude Supply Agreement (or any provision of such
                Sections as incorporated in the Supplemental Supply Agreement)
                in a manner that is detrimental to the Borrower or any
                Subsidiary, other than such amendments or modifications of or
                supplements to such provisions concerning day-to-day performance
                as are customarily waived or modified on a temporary basis in
                the ordinary course of business or pursuant to industry custom
                or practice; or

          (iii) without the prior written consent of the Required Lenders (which
                consent shall not be unreasonably withheld), otherwise amend,
                modify, repudiate, supplement or terminate prior to the
                scheduled termination date (or any effective extension of such
                date) the Supplemental Supply Agreement;

provided that all adjustments contemplated by any Supply or Purchase Contract as
in effect on the date hereof that are made utilizing the methodology, or in
accordance with the parameters, set forth therein (including in any schedules or
exhibits thereto), shall not constitute amendments, modifications or supplements
for purposes of this Section 7.18(a); and provided, further, that any amendments
or modifications of or supplements to the Crude Supply Agreement permitted or
consented to under this Section 7.18(a) shall be deemed to be permitted, and
consented to, amendments, modifications or supplements of the Supplemental
Supply Agreement.

     (b) The Borrower shall not amend, modify or supplement its Limited
Partnership Agreement or its Certificate of Limited Partnership, except to the
extent that any such amendment, modification or supplement, together with all
previous amendments, modifications and supplements, could not reasonably be
expected to have a Material Adverse Effect.


     (c) The Borrower shall not amend, modify or supplement (i) any of Sections
2.3(A), 2.3(C), 2.3(D), 5.2, 5.3 or 6.14 of the Contribution Agreement or
Schedule 2.3(D) to the Contribution Agreement insofar as any such Section or
such Schedule relates to the Lyondell Obligations (it being understood that if
any term defined elsewhere in the Contribution Agreement or the Schedules or
Exhibits to the Contribution Agreement and used (directly or by inclusion in
such a defined term used) in any of such enumerated Sections or Schedule is
amended, modified or supplemented in a manner materially detrimental to the
Lenders with respect to any of such Sections or such Schedule, such amendment,
modification or supplement will be deemed an amendment or modification of or a
supplement to each of the enumerated

                                      -66-

<PAGE>

Sections or Schedule in which it is used) without the prior written consent of
the Required Lenders (which consent shall not be unreasonably withheld) or (ii)
any other term or condition of the Contribution Agreement in such a manner that
the effect thereof, together with the effect of all previous amendments and
modifications of and supplements to such other terms and conditions, could
reasonably be expected to have a Material Adverse Effect.

     Section 7.19 Use of Proceeds. The Borrower shall not use or permit the use
of all or any portion of the proceeds of any Loan for any purpose other than as
represented and warranted in Section 5.13.

     Section 7.20 New Subsidiaries. If the Borrower or any Subsidiary shall
form, own, or acquire any Subsidiary after the date of this Agreement, then the
Borrower shall and shall cause such Subsidiary to execute and deliver to the
Agent (a) such guaranties and other documents and agreements as are reasonably
requested by the Agent to provide the Agent with an enforceable claim against
each Subsidiary for the payment of the Obligations and the Secured Obligations
(including without limitation the execution and delivery by such new Subsidiary
of a Guaranty in form and substance reasonably satisfactory to the Agent) and
(b) such pledge agreements, security agreements, mortgages, financing
statements, and other documents and agreements as are reasonably requested by
the Collateral Agent to provide the Collateral Agent with an Acceptable Security
Interest on all of the Collateral (including without limitation the execution
and delivery by such new Subsidiary of a Security Agreement in substantially the
form of Exhibit B and the execution and delivery of a Pledge Agreement by each
holder of stock or other equity interests in such new Subsidiary in form and
substance reasonably satisfactory to the Agent). In connection therewith, the
Borrower and such new Subsidiary shall provide corporate documentation and
opinion letters reasonably satisfactory to the Agent reflecting the corporate
status of such new Subsidiary and status of such agreements on the same terms as
prior opinions received by the Agent in connection with the Loan Documents.

     Section 7.21 New Property. Promptly after the acquisition by the Borrower
or any of its Subsidiaries of any Property which when combined with all other
Property acquired in the same transaction or series of transactions is Material,
(a) the Borrower will, or will cause the Subsidiary which acquired such Property
to, execute and deliver to Agent for the ratable benefit of the Secured Parties
(i) a Mortgage, Security Agreement, or any other Security Documents granting a
Lien in such Property to the Collateral Agent to secure the Secured Obligations
and (ii) such evidence of corporate authority to enter into such Mortgage,
Security Agreement, or other Security Documents as the Agent may reasonably
request, and (b) the Borrower authorizes the filing of UCC financing statements
or any other filings or recordings, and agrees to deliver to Collateral Agent
any documents or other items, reasonably necessary to create an Acceptable
Security Interest in such Property.

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<PAGE>

                                  ARTICLE VIII

                                     DEFAULT

     Section 8.01 Events of Default. Each of the following shall constitute an
"Event of Default":

     (a) The Borrower fails to pay any principal of any Note when the same
becomes due and payable; or the Borrower fails to pay any interest on any Note,
any fees required by Section 2.04 or any other Loan Document or any other
Obligation when the same becomes due and payable and such failure continues for
five days;

     (b) Any representation or warranty made by the Borrower or any of its
officers in any Loan Document shall prove to have been incorrect or misleading
in any material respect when made or deemed made pursuant to this Agreement;

     (c) The Borrower shall fail to perform or observe: (i) any term, covenant,
condition or agreement contained in Section 6.01(e), 7.01(a) (as to maintenance
of existence by the Borrower), 7.02(a) (as to Environmental Laws), 7.06 (except
as to Liens for state and local taxes payable to Governmental Authorities in
states other than Alabama and Texas), 7.08, 7.09, 7.10 (other than clause (f)
thereof), 7.11, 7.12, 7.13, 7.15, 7.17, 7.18 or 7.19; (ii) any term, covenant,
condition or agreement contained in Section 7.07 or 7.14 and such failure
continues unremedied for a period of five Business Days after the earlier to
occur of notice of such failure being given to the Borrower by the Agent or the
Borrower otherwise obtaining knowledge of such failure; (iii) any term,
covenant, condition or agreement contained in this Agreement or any other Loan
Document except the Security Documents (other than a term, covenant, condition
or agreement a failure in the performance or observance of which is elsewhere
specifically dealt with in this Section 8.01) and such failure continues
unremedied for a period of 30 days after the earlier to occur of notice of such
failure being given to the Borrower by the Agent or the Borrower otherwise
obtaining knowledge of such failure; or (iv) any term, covenant, condition or
agreement contained in any Security Document (other than a term, covenant,
condition or agreement a failure in the performance or observance of which is
elsewhere specifically dealt with in this Section 8.01) and such failure
continues unremedied for a period of 15 days after the earlier to occur of
notice of such failure being given to the Borrower by the Agent or the Borrower
otherwise obtaining knowledge of such failure.


     (d) (i) The Borrower or any Subsidiary fails to pay when due any principal
of or interest on any Indebtedness of such Person (other than the Loans) having
a then outstanding principal amount in excess of $15,000,000, (ii) the maturity
of any such Indebtedness, in whole or in part, is accelerated, or any such
Indebtedness, in whole or in part, is required to be prepaid or purchased prior
to the stated maturity thereof, in accordance with the provisions of any
document, instrument or agreement evidencing, providing for the creation of or
concerning such Indebtedness, or (iii) (A) any event has occurred and is
continuing that permits (or, with the

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<PAGE>

passage of time or the giving of notice or both, would permit) any holder or
holders of such Indebtedness, any trustee or agent acting on behalf of such
holder or holders or any other Person to accelerate such maturity or require any
such prepayment or purchase and (B) if the document, instrument or agreement
evidencing, providing for the creation of or concerning such Indebtedness
provides for a grace period for such event, such event is not cured prior to the
end of such grace period; provided, that this Section 8.01(d) does not apply to
(a) Indebtedness of the type referred to in clause (a)(iii) or (iv) of the
definition thereof, (b) any liability referred to in clause (b) of the
definition thereof which does not constitute Indebtedness of the type referred
to in clause (a)(i) or (ii) of the definition thereof or (c) Distribution Debt;

     (e) (i) The Borrower or any Subsidiary (A) makes a general assignment for
the benefit of creditors, (B) pursuant to or within the meaning of any
Bankruptcy Law, (1) commences a voluntary case or proceeding or (2) consents to
the appointment of, or the taking possession by, any Custodian of it or any
substantial part of its Property, (C) takes any limited partnership or corporate
action to authorize any of the actions set forth above in this Section 8.01(e)
or (D) admits in writing its inability to pay its debts as they become due or
its belief that it will become unable generally to pay its debts as they become
due; or (ii) (A) an involuntary case or proceeding is commenced against the
Borrower or any Subsidiary under and within the meaning of any Bankruptcy Law
and such involuntary case or proceeding continues undismissed or unstayed for a
period of 60 days after it is commenced, (B) a Custodian is appointed of it or
any substantial part of its Property in any such involuntary case or proceeding
or (C) an order for relief is entered against the Borrower or any Subsidiary in
any such involuntary case or proceeding; or (iii) any Partner applies to any
court of competent jurisdiction for the dissolution of the Borrower or an event
of dissolution (within the meaning of Section 11 of the Partnership Agreement or
the DRULPA) occurs and the business of the Borrower is not continued pursuant to
the vote of the requisite Partners within 90 days after such event of
dissolution or the Borrower is not otherwise reconstituted in accordance with
Section 11.10 of the Partnership Agreement within 90 days after such event of
dissolution;

     (f) Judgments, orders or decrees are entered against the Borrower or any
one or more of the Subsidiaries by one or more courts of competent jurisdiction
the cost of which to the Borrower and the Subsidiaries (without duplication of
amounts and without including attorney's fees and other expenses incurred by the
Borrower or any Subsidiary defending against or litigating in connection with
any such judgment, order or decree) aggregates in excess of $15,000,000, and
such judgments, orders and decrees continue undismissed, unbonded, undischarged
or unstayed for a period of 30 days;

     (g) (i) Any Termination Event occurs with respect to any Benefit Plan of
the Borrower or any Subsidiary or any of their respective ERISA Affiliates, (ii)
any Accumulated Funding Deficiency, whether or not waived, exists with respect
to any such Benefit Plan, (iii) the Borrower, any Subsidiary or any of their
respective ERISA Affiliates is in "default" (as defined in Section 4219(c)(5) of
ERISA) with respect to payments owing to any Multiemployer Benefit Plan as a
result of such Person's complete or partial withdrawal (as described in Section
4203 or 4205 of ERISA) therefrom, (iv) the Borrower, any Subsidiary or any of
their respective ERISA

                                      -69-

<PAGE>

Affiliates fails to pay when due an amount that is payable by it to the PBGC or
to any such Benefit Plan under Title IV of ERISA, (v) a proceeding is instituted
by a fiduciary of any such Benefit Plan against the Borrower, any Subsidiary or
any of their respective ERISA Affiliates to enforce Section 515 of ERISA and
such proceeding has not been dismissed within 30 days thereafter, (vi) any
Multiemployer Benefit Plan to which the Borrower or any of its ERISA Affiliates
is or has made or accrued an obligation to make contributions shall reorganize
or become insolvent or (vii) any other event or condition occurs or exists with
respect to any such Benefit Plan, except that no event or condition referred to
in clauses (i) through (vii) above shall constitute an Event of Default if it,
together with all other such events or conditions at the time existing, has not
subjected and could not reasonably be expected to subject the Borrower or any
Subsidiary to any liability in excess of $25,000,000 or otherwise, alone or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect;

     (h)  (i)   The Borrower or any Subsidiary (or any Affiliate of the
                Borrower) institutes any proceedings seeking to establish that
                any provision of any Loan Document is invalid, not binding or
                unenforceable; or

          (ii)  Any provision of any Security Document relating to the grant of
                Liens purported to be created thereunder or any of the
                subordination terms of the Qualified Subordinated Debt are
                invalid, not binding, or unenforceable; provided that if such
                failure to be valid, binding, and enforceable is curable, then
                no Event of Default shall exist until 15 days after the earlier
                of (A) Borrower's knowledge thereof and (B) Borrower's receipt
                of written notice thereof;

     (i)  (i)   Any Supply or Purchase Contract is terminated for any reason by
                any party thereto prior to its stated termination date or any
                effective extension of such date, or any party to any Supply or
                Purchase Contract shall fail to perform or observe any term,
                covenant, condition or agreement contained therein to be
                performed or observed by it and such failure, or such failure
                together with all other failures by any party or parties to any
                such agreements, could reasonably be expected to have a Material
                Adverse Effect;

          (ii)  Any other Material Agreement is terminated for any reason by any
                party thereto prior to its stated termination date or any
                effective extension of such date, or any party to any such
                Material Agreement shall fail to perform or observe any term,
                covenant, condition or agreement contained therein to be
                performed or observed by it and such termination or failure, or
                such termination or failure together with all other such
                terminations and failures by any party or parties to any such
                agreements, could reasonably be expected to have a Material
                Adverse Effect, and such termination or failure continues
                unremedied for a period of 30 days after the earlier to

                                      -70-

<PAGE>

               occur of notice of such termination or failure being given to the
               Borrower by the Agent or the Borrower otherwise obtaining
               knowledge of such termination or failure;

         (iii) (A) any of Sections 3.1(B), 5.6, 5.7, 6.2, 6.5, 6.6, 6.7, 7.2,
               7.3, 7.4 and 7.5 of the Partnership Agreement is amended,
               modified or supplemented (directly or indirectly by means of an
               amendment to the Borrower's Partnership Agreement or Certificate
               of Limited Partnership)(it being understood that if any term
               defined elsewhere in the Partnership Agreement or the Exhibits to
               the Partnership Agreement and used (directly or by inclusion in
               such a defined term) in any of such enumerated Sections is
               amended, modified or supplemented in a manner materially
               detrimental to the Lenders with respect to any of such Sections,
               such amendment, modification or supplement will be deemed an
               amendment or modification of or supplement to each of the
               enumerated Sections in which it is used) without the prior
               written consent of the Required Lenders (which consent shall not
               be unreasonably withheld) or (B) any other term or condition of
               the Partnership Agreement is amended, modified or supplemented
               (directly or indirectly as aforesaid) in such a manner that the
               effect thereof, together with the effect of all previous
               amendments and modifications of and supplements to such other
               term or conditions, could reasonably be expected to have a
               Material Adverse Effect;

         (iv)  any Partner fails to pay or make any cash contribution or loan to
               the Borrower required by the Partnership Agreement and such
               failure continues unremedied for a period of three days;

         (v)   any Partner materially breaches or violates any other term,
               covenant, condition or agreement contained in the Partnership
               Agreement to be performed or observed by it and such breach or
               violation continues unremedied for a period of 90 days after the
               nondefaulting Partner gives written notice thereof to the
               defaulting Partner pursuant to Section 11.2 of the Partnership
               Agreement; or

         (vi)  (A) Lyondell fails to perform any of the Lyondell Obligations,
               (B) such failure continues unremedied for a period of 90 days
               after the Borrower or CRIC gives Lyondell written notice thereof
               and (C) such failure, if continued, together with all then
               continuing such failures, could reasonably be expected to have a
               Material Adverse Effect;

     (j) A Change of Control occurs;

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<PAGE>

     (k) (i)   The Borrower or any ERISA Affiliate of the Borrower does any of
               the following if, individually or in the aggregate, any of the
               following could reasonably be expected to have a Material Adverse
               Effect: (A) fails to make any payments when due to any
               Multiemployer Benefit Plan that the Borrower or such ERISA
               Affiliate of the Borrower is required to make under any agreement
               relating to such Multiemployer Benefit Plan or any Governmental
               Requirement pertaining thereto; (B) incurs withdrawal liability
               under ERISA to a Multiemployer Benefit Plan; (C) voluntarily
               terminates or, in the case of a "substantial employer" as defined
               in Section 4001(a)(2) of ERISA, withdraws from any Benefit Plan
               or Multiple Employer Plan if such termination or withdrawal could
               reasonably result in the imposition of a Lien upon the Property
               of the Borrower or any Subsidiary (or upon the revenues, income
               or profits of the Borrower or any Subsidiary therefrom) under
               Section 4068 of ERISA; (D) fails to make any required
               contribution when due to any Plan subject to Section 412(n) of
               the Code that, with the passage of time, could result in a Lien
               upon the Property of the Borrower or any Subsidiary (or the
               revenues, income or profits of the Borrower or any Subsidiary
               therefrom); (E) adopts any amendment to a Benefit Plan the effect
               of which is to increase the "current liability" under the Benefit
               Plan as defined in Section 302(d)(7) of ERISA; (F) incurs any
               liability to the PBGC or to a trustee appointed under Section
               4042(b) of ERISA (other than required insurance premiums); or (G)
               acts or fails to act, and, as a result thereof, an event similar
               to any of those referred to in clauses (A) through (F) above
               could occur under the Governmental Requirements of a foreign
               country;

         (ii)  the Borrower or any ERISA Affiliate of the Borrower permits the
               present value of all benefits (irrespective of whether vested)
               under all Benefit Plans that have assets less than benefits
               (irrespective of whether vested) to exceed the "current value,"
               as defined in Section 3(26) of ERISA, of the assets of such
               Benefit Plans by an aggregate amount which could reasonably be
               expected to have a Material Adverse Effect; or

         (iii) the Borrower or any ERISA Affiliate does any of the following
               if, in the aggregate, the effect of such actions could reasonably
               be expected to have a Material Adverse Effect: (A) permits to
               exist any Accumulated Funding Deficiency, whether or not waived,
               with respect to any Benefit Plan; (B) applies for or is granted a
               funding waiver under Section 302 of ERISA or Section 412 of the
               Code; (C) permits to occur any Reportable Event with respect to
               any Benefit Plan or Multiple Employer Plan, which Reportable
               Event is likely to result in the termination of such Benefit Plan
               or Multiple Employer Plan for purposes of Title IV of ERISA; (D)
               permits to be filed a notice of intent to terminate a Benefit
               Plan or Multiple Employer Plan under Section 4041(c) of ERISA; or
               (E) permits a complete or partial withdrawal from a Multiemployer
               Benefit Plan;

                                      -72-

<PAGE>

     (l) (i) Either LRC or Lyondell LP shall transfer its interest as a Partner
of the Borrower in accordance with the terms of the Partnership Agreement to a
Person other than an "Affiliate" (as defined in the Crude Supply Agreement) of
Lyondell or (ii) neither CITGO nor any of its "Affiliates" (as defined in the
Crude Supply Agreement) is a Partner of the Borrower; or

     (m) Notwithstanding any provision of Article VII (including, without
limitation Section 7.07) to the contrary:

         (i)   the Borrower makes any payment of interest on any Qualified
               Subordinated Debt which is Affiliate Indebtedness and which is
               not Permitted Replacement Debt (such Indebtedness, "AIQSD"); or

         (ii)  the Borrower makes any distribution of Distributable Cash (as
               defined in the Partnership Agreement) to the Partners for any
               period in excess of (A) Distributable Cash for such period less
               (B) interest payable on any AIQSD during such period;

provided that Partners may apply distributions otherwise permitted by the Loan
Documents to payments in respect of Qualified Subordinated Debt to the extent
that such payment would not result in any increase in the aggregate distribution
otherwise permitted by the Loan Documents.

     (n) Any "Event of Default" under the Term Credit Agreement shall occur.

     Section 8.02 Remedies. During the continuance of any Event of Default
(other than one specified in Section 8.01(e)), the Agent, on notice to the
Borrower, may (but shall not be obligated to), and if so directed by the
Required Lenders shall, do any or all of the following: (a) declare, in whole
or, from time to time, in part, the Obligations to be, and the Obligations shall
thereupon and to that extent become, due and payable; and (b) terminate, in
whole or, from time to time, in part, the Commitments; provided, however, that
during the continuance of an Event of Default specified in Section 8.01(l), the
Agent shall not be entitled to declare, in whole or in any part, the Obligations
to be due and payable, or to exercise any of the other rights or remedies set
forth in this Section 8.02, solely by reason of such continuance, and none of
the Agent or any Lender shall be entitled to exercise any of its rights or
remedies under Section 8.04 or 10.02(c) or the proviso to the second sentence of
Section 6.03 solely by reason of such continuance, unless and until the date
(the "Supply Termination Date"), if any, the Borrower receives a written notice
of termination of the Crude Supply Agreement by the "Supplier" (as defined in
the Crude Supply Agreement) pursuant to Section 3.2(c)(iv) or (v) of the Crude
Supply Agreement, as applicable, by reason of the occurrence of such Event of
Default; and provided, further, that any Event of Default specified in Section
8.01(l) which occurs shall automatically be cured and no longer continuing upon
the earlier to occur prior to the Supply Termination Date, if any, applicable
thereto of (i) receipt by the Borrower of written evidence

                                      -73-

<PAGE>

reasonably satisfactory to the Required Lenders of such Supplier's waiver of its
right to terminate the Crude Supply Agreement pursuant to Section 3.2(c)(iv) or
(v) thereof, as applicable, by reason of the occurrence of such Event of Default
or (ii) the passage of the 90-day period provided under such Section 3.2(c)(iv)
or (v), as applicable, without such Supplier's having delivered such Supplier's
notice of termination of the Crude Supply Agreement by reason of the occurrence
of such Event of Default. Upon the occurrence of an Event of Default specified
in Section 8.01(e), automatically and without any notice to the Borrower, (a)
the principal of and accrued and unpaid interest on the Notes and all other
Obligations then owing under the Loan Documents shall be due and payable and (b)
the Commitments shall terminate. Presentment, demand, protest, notice of
protest, notice of default, notice of dishonor, notice of intent to accelerate
and all other notices of any kind (other than the notice provided for in the
first sentence of this Section 8.02) are hereby expressly waived by the
Borrower.

     Section 8.03 Application of Proceeds. During the continuance of any Event
of Default, (X) all payments in respect of the Obligations received by the Agent
may, and shall on the acceleration of the Obligations pursuant to Section
8.01(e), and (Y) all proceeds of any sale of, or other realization upon, all or
any part of the Collateral shall, be applied by the Agent as follows:

     (a) first, to pay (i) interest on and the principal of any portion of any
Loan which the Revolving Agent has advanced on behalf of any Lender and (ii) any
amount in respect of a drawing under a "Letter of Credit" under the Revolving
Credit Agreement which any Revolving Issuer has paid, in either case, for which
the Revolving Agent or such Revolving Issuer has not then been reimbursed by any
Revolving Lender or the Borrower;

     (b) second, to pay (i) Obligations in respect of any fees, expense
reimbursements or indemnities then due to the Agent or the Collateral Agent and
(ii) Revolving Obligations in respect of any fees, expense reimbursements or
indemnities then due the Revolving Agent or the Collateral Agent;

     (c) third, to pay (i) Obligations in respect of any expense reimbursements
or indemnities then due to the Lenders and (ii) Revolving Obligations in respect
of any expense reimbursements or indemnities then due to the Revolving Lenders;

     (d) fourth, to pay interest and fees due in respect of the Loans and the
Revolving Loans;

     (e) fifth, to pay or prepay principal outstanding on the Loans and the
Revolving Loans;

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<PAGE>

     (f) sixth, to pay all Obligations owed to Lenders in respect of any
Interest Rate Protection Agreements respecting the Loans and all Revolving
Obligations owed to Revolving Lenders in respect of any Interest Rate Protection
Agreements;

     (g) seventh, to pay all other Obligations and Revolving Obligations; and

     (h) eighth, any excess shall be paid to the Borrower.

     The Borrower shall remain liable to the Agent, the Collateral Agent, the
Lenders, the Revolving Agent, the Revolving Issuers, and the Revolving Lenders
for any deficiency. If the Agent has funds available to apply to a portion of,
but not all of, one of the amounts described in clauses (a) through (g) above,
then the Agent shall apply such funds to the applicable parties in proportion to
the amounts to which such parties would have been entitled if the entire amount
described in any such clause had been available.

     Section 8.04 Set-Off; Suspension of Payment and Performance. The Agent and
each Lender are hereby authorized by the Borrower, to the extent permitted under
Governmental Requirements, at any time and from time to time, without notice,
during any Event of Default, to set-off against, and to appropriate and apply to
the payment of, the Obligations owing to such Person (whether matured or
unmatured, fixed or contingent or liquidated or unliquidated), any and all
liabilities owing by such Person to the Borrower (whether payable in Dollars or
any other currency, whether matured or unmatured and, in the case of liabilities
that are deposits, whether general or special, time or demand and however
evidenced and whether maintained at a branch or office located within or without
the United States). The rights of the Agent and each Lender under this Section
8.04 are in addition to and cumulative of all other rights and remedies
(including, without limitation, rights pursuant to any banker's lien) which such
Person may have.

     Section 8.05 Sharing of Recoveries. The Agent and each Lender agrees that
if, for any reason (whether voluntary, involuntary, through the exercise of any
right of set-off or otherwise), such Person receives payment of a proportion of
the aggregate amount of Obligations due and payable to it hereunder that is
greater than its allocable share thereof, then the Person receiving such
proportionately greater payment shall purchase participations (which it shall be
deemed to have done simultaneously upon the receipt of such payment) in the
rights of the applicable Persons hereunder so that all such recoveries with
respect to the Obligations (net of costs of collection) shall be properly
allocated among the Persons entitled to the same; provided, however, that if all
or part of such proportionately greater payment received by the purchasing
Person is thereafter recovered by or on behalf of the Borrower from such Person,
such purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such Person to the extent of such recovery,
but without interest (unless the purchasing Person is required to pay interest
on the amount recovered to the Person recovering such amount, in which case the
selling Lender shall be required to pay interest at a like rate). The Borrower
expressly consents to the foregoing arrangements and agrees that any holder of a
participation in any rights hereunder so purchased or acquired pursuant to this
Section 8.05 shall, with respect to such

                                      -75-

<PAGE>

participation, to the extent permitted under Governmental Requirements, be
entitled to all of the rights of a Lender and may exercise any and all rights of
set-off with respect to such participation as fully as though the Borrower were
directly indebted to the holder of such participation for Obligations in the
amount of such participation.

                                   ARTICLE IX

                                    THE AGENT

     Section 9.01 Appointment and Powers.

     (a) Each Lender hereby irrevocably appoints and authorizes the Agent to act
as the agent for such Lender under this Agreement with such powers as are
delegated to the Agent by the terms thereof, together with such other powers as
are reasonably incidental thereto. The Agent's duties shall be purely
ministerial and the Agent shall have no duties or responsibilities except those
expressly set forth herein. The Agent shall not be required under any
circumstances to take any action that, in its judgment, (a) is contrary to any
provision of the Loan Documents or Governmental Requirements or (b) would expose
it to any liability or expense against which it has not been indemnified to its
satisfaction. The Agent, by reason of its serving as an agent, shall not be a
trustee or other fiduciary for any Lender.

     (b) Each Lender and the Agent hereby irrevocably appoint and authorize the
Collateral Agent to act as the collateral agent for such Lender or Agent under
this Agreement with such powers as are delegated to the Collateral Agent by the
terms thereof, together with such other powers as are reasonably incidental
thereto. The Collateral Agent's duties shall be purely ministerial and the
Collateral Agent shall have no duties or responsibilities except those expressly
set forth herein and in the Security Documents. The Collateral Agent shall not
be required under any circumstances to take any action that, in its judgment,
(a) is contrary to any provision of the Loan Documents or Governmental
Requirements or (b) would expose it to any liability or expense against which it
has not been indemnified to its satisfaction. The Collateral Agent, by reason of
its serving as a collateral agent, shall not be a trustee or other fiduciary for
any Lender or Agent.

     Section 9.02 Limitation on Agent's Liability. Neither the Agent nor any of
its directors, officers, employees or agents shall be liable or responsible to
any Lender for any action taken or omitted to be taken by them under or in
connection with the Loan Documents, except for its or their own gross negligence
or willful misconduct. The Agent shall not be responsible to any Lender for (a)
any recitals, statements, representations or warranties contained in the Loan
Documents or in any certificate or other document referred to or provided for
in, or received by any Lender under, the Loan Documents, (b) the validity,
effectiveness or enforceability of the Loan Documents or any such certificate or
other document or (c) any failure by the Borrower to perform any of its
obligations under the Loan Documents. The Agent may employ agents and
attorneys-in-fact and shall not be responsible to any Lender for the negligence

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or misconduct of any such agents or attorneys-in-fact so long as the Agent was
not grossly negligent in selecting or directing such agents or
attorneys-in-fact. The Agent shall be entitled to rely upon any certification,
notice or other communication (including any thereof by telephone, telex,
telecopier, telegram or cable) believed by it to be genuine and correct and to
have been signed or given by or on behalf of the proper Person or Persons, and
upon advice and statements of legal counsel, independent accountants or other
experts selected in good faith by the Agent. As to any matters not expressly
provided for by the Loan Documents, the Agent shall in all cases be fully
protected as to the Lenders in acting, or in refraining from acting, under the
Loan Documents in accordance with instructions signed by the Required Lenders,
and such instructions of the Required Lenders and any action taken or failure to
act pursuant thereto shall be binding on all of the Lenders.

     Section 9.03 Defaults. The Agent shall not be deemed to have knowledge of
the occurrence of a Default unless the Agent has received notice from a Lender
or the Borrower specifying such Default and stating that such notice is a
"Notice of Default." If the Agent receives such a notice of the occurrence of a
Default, then the Agent shall give prompt notice thereof to the Lenders. In the
event of any Default, the Agent shall take such action with respect to such
Default as shall be directed by the Required Lenders. Unless and until the Agent
has received such directions, in the event of any Default, the Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default as it deems advisable in the best interests of the
Lenders.

     Section 9.04 Rights as a Lender. The Agent shall, in its capacity as a
Lender, have the same rights and powers under the Loan Documents as any other
Lender and may exercise the same as though it were not acting as the Agent, and
the term "Lender" or "Lenders" shall include such Person in its individual
capacity. Each Person acting as the Agent and its Affiliates may (without having
to account therefor to any Lender) accept deposits from, lend money to and
generally engage in any kind of banking, trust or other business with the
Borrower, the Subsidiaries and the Borrower's Affiliates as if it were not
acting as the Agent, and such Person and its Affiliates may accept fees and
other consideration from the Borrower, the Subsidiaries and the Borrower's
Affiliates for services in connection with the Loan Documents or otherwise
without having to account for the same to the Lenders.

     Section 9.05 Indemnification. The Lenders agree to indemnify the Agent and
the Collateral Agent (to the extent not reimbursed by the Borrower under the
Loan Documents), ratably on the basis of the outstanding Loans of the Lenders
(or, if no Loans are at the time outstanding, ratably on the basis of their
respective Commitments), for any and all liabilities, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever that may be imposed on, incurred by or asserted
against the Agent in its capacity as agent or the Collateral Agent in its
capacity as collateral agent (including, without limitation, the costs and
expenses that the Borrower is obligated to pay under the Loan Documents) in any
way connected with, relating to or arising out of the Loan Documents or any
other documents contemplated thereby or referred to therein or the transactions
contemplated thereby or the enforcement of any of the terms thereof or of any
such other documents, provided

                                      -77-

<PAGE>

that no Lender shall be liable for any of the foregoing to the extent they arise
from gross negligence or willful misconduct by the Agent or the Collateral
Agent. The obligations of the Lenders under this Section 9.05 shall survive the
termination of this Agreement and the payment in full of the Obligations.

     Section 9.06 Non-Reliance on Agent and Other Lenders. Each Lender agrees
that it has made and will continue to make, independently and without reliance
on the Agent or any other Lender, and based on such documents and information as
it deems appropriate, its own credit analysis of the Borrower and the
Subsidiaries, and its own decision to enter into the Loan Documents and to take
or refrain from taking any action in connection therewith. The Agent shall not
be required to keep itself informed as to the performance or observance by the
Borrower of the Loan Documents or any other document referred to or provided for
therein or to inspect the properties or books of the Borrower or any Subsidiary.
Except for notices, reports and other documents and information expressly
required to be furnished to the Lenders by the Agent under the Loan Documents,
the Agent shall have no obligation to provide any Lender with any information
concerning the business, status or condition of the Borrower or any Subsidiary
or the Loan Documents which may come into the possession of the Agent or any of
its Affiliates.

     Section 9.07 Resignation of the Agent and Collateral Agent.

     (a) Resignation of the Agent. Subject to the appointment and acceptance of
a successor Agent as provided below, the Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower. Upon receipt of any such notice
of resignation, the Required Lenders may, with the consent of the Borrower
(which consent shall not be unreasonably withheld), appoint any Eligible
Assignee as the successor Agent. If no successor Agent is so appointed by the
Required Lenders and accepts such appointment within 30 days after the resigning
Agent's giving of notice of resignation, then the resigning Agent may, on behalf
of the Lenders and with the consent of the Borrower (which consent shall not be
unreasonably withheld), appoint any Eligible Assignee as the successor Agent.
Effective on the acceptance by any Person of its appointment as a successor
Agent, such Person shall succeed to and become vested with all the rights,
powers, privileges, duties and obligations of the resigning Agent and the
resigning Agent shall be discharged from its duties and obligations as Agent
under the Loan Documents. After any resigning Agent's resignation as Agent, the
provisions of this Article IX shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Agent. The Lenders, the Agent, and the Borrower agree that (i) if the Agent
is removed or replaced as Agent, by resignation or otherwise, under this
Agreement, then the entity being removed or replaced as Agent will
simultaneously resign as Revolving Agent and Collateral Agent, and (ii) no
successor Agent will be appointed or accepted under this Agreement unless such
party shall simultaneously be appointed or accepted as Revolving Agent and
Collateral Agent and shall agree to such simultaneous appointment or acceptance
as Revolving Agent and Collateral Agent.

                                      -78-

<PAGE>

     (b) Resignation of the Collateral Agent. Subject to the appointment and
acceptance of a successor Collateral Agent as provided below, the Collateral
Agent may resign at any time by giving notice thereof to the Secured Parties and
the Borrower. Upon receipt of any such notice of resignation, the Required
Lenders may, with the consent of the Borrower (which consent shall not be
unreasonably withheld), appoint any Eligible Assignee as the successor
Collateral Agent. If no successor Collateral Agent is so appointed by the
Required Lenders and accepts such appointment within 30 days after the resigning
Collateral Agent's giving of notice of resignation, then the resigning
Collateral Agent may, on behalf of the Secured Parties and with the consent of
the Borrower (which consent shall not be unreasonably withheld), appoint any
Eligible Assignee as the successor Collateral Agent. Effective on the acceptance
by any Person of its appointment as a successor Collateral Agent, such Person
shall succeed to and become vested with all the rights, powers, privileges,
duties and obligations of the resigning Collateral Agent and the resigning
Collateral Agent shall be discharged from its duties and obligations as
Collateral Agent under the Loan Documents and the Loan Documents (as defined in
the Revolving Credit Agreement). After any resigning Collateral Agent's
resignation as Collateral Agent, the provisions of this Article IX shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Collateral Agent. The Lenders, the
Agent, the Collateral Agent, the Issuers, and the Borrower agree that (i) if the
Collateral Agent is removed or replaced as Collateral Agent, by resignation or
otherwise, under this Agreement, then the entity being removed or replaced as
Collateral Agent will simultaneously resign as Agent and Revolving Agent, and
(ii) no successor Collateral Agent will be appointed or accepted under this
Agreement and the Revolving Agreement unless such party shall simultaneously be
appointed or accepted as Agent and Revolving Agent and shall agree to such
simultaneous appointment or acceptance as Agent and Revolving Agent.

     Section 9.08 CERTAIN INTENTIONS. THE LENDERS SEVERALLY ACKNOWLEDGE TO THE
AGENT AND THE COLLATERAL AGENT THAT THE PROVISIONS OF THIS ARTICLE IX WHICH
RELEASE THE AGENT OR THE COLLATERAL AGENT FROM LIABILITY, LIMIT THE AGENT'S OR
THE COLLATERAL AGENT'S LIABILITY, DUTIES OR RESPONSIBILITIES OR PROVIDE FOR THE
INDEMNIFICATION OF THE AGENT OR THE COLLATERAL AGENT BY THE LENDERS, INCLUDING,
WITHOUT LIMITATION, SECTIONS 9.01, 9.02, 9.03, 9.05 AND 9.06, ARE INTENDED BY
THEM TO SAVE AND HOLD THE AGENT AND THE COLLATERAL AGENT HARMLESS FROM THE
CONSEQUENCES OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT).

     Section 9.09 Excecution of Security Documents. The Lenders and the Agent
hereby empower and authorize the Collateral Agent to execute and deliver to the
Borrower on their behalf the Security Documents and all related financing
statements and any other financing statements, agreements, documents or
instruments as shall be necessary or appropriate to effect the purposes of the
Security Documents.

     Section 9.10 Releases of Collateral.

                                      -79-

<PAGE>

     (a) The Lenders and the Agent hereby empower and authorize the Collateral
Agent to execute and deliver to the Borrower on their behalf any releases,
partial releases, agreements, documents, or instruments (and file terminations
of financing statements and/or record releases of any Mortgages) as shall be
necessary or reasonably appropriate to effect any releases of Collateral which
shall be permitted by the terms hereof or of any other Loan Document or which
shall otherwise have been approved by the Required Lenders (or, if required by
the terms of Section 10.05, all of the Lenders and Revolving Lenders).

     (b) (i) The Lenders, the Collateral Agent, and the Agent agree with the
Borrower that upon payment in full of all principal of, and interest on, the
Loans and all other accrued Obligations and termination of the Commitments and
all Letters of Credit, at the Borrower's expense, the Collateral Agent shall
promptly take all actions and execute and cause or authorize to be filed or
recorded all releases, agreements, documents, or instruments (and file
terminations of financing statements and/or record releases of any Mortgages) as
necessary or reasonably appropriate to fully and finally release all Liens held
by it in favor of the Secured Parties on all Collateral and to otherwise
evidence the termination of all Loan Documents. (ii) The Lenders, the Collateral
Agent, and the Agent agree with the Borrower that upon the request of the
Borrower, at the Borrower's expense, the Collateral Agent shall promptly take
all actions and execute and cause or authorize to be filed or recorded all
releases, partial releases, agreements, documents, or instruments (and file
terminations of financing statements and/or record releases of any Mortgages) as
necessary or reasonably appropriate to fully and finally release all Liens held
by it in favor of the Secured Parties on any part of the Collateral that is
sold, assigned, or disposed of as permitted in Section 7.09.

                                   ARTICLE X

                                  MISCELLANEOUS

     Section 10.01 Notices and Deliveries.

     (a) Manner of Delivery; Addresses. All notices, communications and
materials (including all Information) to be given or delivered pursuant to or in
connection with the Loan Documents shall be given or delivered in writing (which
shall include telecopier transmissions) and shall be delivered at the following
respective addresses and telecopier and telephone numbers and to the attention
of the following individuals or departments:

         (i) if to the Borrower, to it at:
             12000 Lawndale
             Houston, Texas 77017
             Telecopier No.: (713) 321-4941
             Telephone No.: (713) 321-5307
             Attention:   Vice President
                          General Manager of Planning and Administration

                                      -80-

<PAGE>

               with a copy to:

               Lyondell Chemical Company
               One Houston Center
               1221 McKinney
               Houston, TX 77010
               Telecopier No.: (713) 652-7200
               Telephone No.: (713) 309-7688
               Attention:    Assistant Treasurer, Finance

               if to the Agent or the Collateral Agent, to it at:

               One Madison Avenue
               8th Floor
               New York, NY 10010
               Telephone No.: 212-538-2903
               Telecopier No.: 212-325-8304
               Attention:    Margaret Sang

         (ii)  if to any Lender, to it at the address or telecopier number and
               to the attention of the individual or department set forth below
               such Lender's name under the heading "Notice Address" on Annex A
               or, in the case of a Lender that becomes a Lender pursuant to an
               assignment, set forth under the heading "Notice Address" in the
               Assignment Agreement effecting such assignment;

or at such other address or telecopier number or to the attention of such other
individual or department as the party to which such information pertains may
hereafter specify for the purpose in a notice specifically captioned "Notice of
Change of Address" given to each of the other parties to this Agreement.

     (b) Effectiveness. Each notice and communication and any material to be
given or delivered pursuant to the Loan Documents shall be deemed so given or
delivered (i) if sent by registered or certified mail, postage prepaid, return
receipt requested, on the third Business Day after such notice, communication or
material, addressed as above provided, is delivered to a United States post
office and a receipt therefor is issued thereby, (ii) if sent by any other means
of physical delivery, when such notice, communication or material is delivered
to the appropriate address as above provided, and (iii) if sent by telecopier,
when such notice, communication or material is transmitted to the appropriate
telecopier number as above provided and is received at such number.

                                      -81-

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     Section 10.02 Expenses; Indemnification. Whether or not any Loans are made
hereunder, the Borrower shall, promptly, and in any event within 15 Business
Days after receiving a reasonably detailed statement setting forth the amount
and nature thereof:

     (a) to the extent not otherwise paid pursuant to Section 3.06(b), pay or
reimburse the Agent, the Collateral Agent, and each Lender for all transfer,
documentary, stamp and similar taxes, and all recording and filing taxes and
fees payable in connection with, arising out of or in any way related to, the
execution, delivery and performance of the Loan Documents or the making of the
Loans, excluding any such taxes imposed as a result of the assignment (otherwise
than pursuant to Section 3.07) of any Loan or portion thereof;

     (b) pay or reimburse the Agent and the Collateral Agent for all reasonable
out-of-pocket costs and expenses (including reasonable fees and disbursements of
legal counsel collectively retained by the Agent or the Collateral Agent and
appraisers, accountants and other experts employed or retained by the Agent or
the Collateral Agent) incurred by the Agent or the Collateral Agent in
connection with, arising out of or in any way related to (i) the negotiation,
preparation, execution and delivery of (A) the Loan Documents and (B) whether or
not executed and delivered, any waiver or consent thereunder, amendment thereof
or supplement thereto or, in the case of this Agreement, any assignment pursuant
to Section 3.07, (ii) the administration of and any operations under the Loan
Documents, (iii) consulting with respect to any matter in any way arising out
of, related to or in connection with the Loan Documents, including (A) the
protection, preservation, exercise or enforcement of any of the rights of the
Agent, the Collateral Agent, or the Lenders in, under or related to the Loan
Documents during a Default or (B) the performance of any of the obligations of
the Agent, the Collateral Agent, or the Lenders under or related to the Loan
Documents or (iv) protecting, preserving, exercising or enforcing any of the
rights of the Agent, the Collateral Agent, or the Lenders in, under or related
to the Loan Documents during a Default;

     (c) when an Event of Default has occurred and is occurring, pay or
reimburse each Lender for all reasonable costs and expenses (including
reasonable fees and disbursements of legal counsel and other experts employed or
retained by such Lender) at such time incurred by such Lender in connection
with, arising out of or in any way related to protecting, preserving, exercising
or enforcing during an Event of Default any of its rights in, under or related
to the Loan Documents;

     (d) (i) indemnify each Indemnified Person against, and hold each
Indemnified Person harmless from, any and all losses, claims, damages,
liabilities, obligations, penalties, actions, judgments, suits, proceedings,
disbursements, costs and expenses of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against such Indemnified Person (including,
without limitation, the reasonable fees charged and disbursements made by
counsel to such Indemnified Person, whether or not suit is brought) or to which
such Indemnified Person may become subject arising out of or in connection with
or in any way relating to or resulting from any actual or threatened Litigation
relating to this Agreement (including the use of the

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<PAGE>

proceeds of the Loans), the other Loan Documents or any transaction contemplated
by any of the foregoing, whether or not such Indemnified Person is a party
thereto, whether direct or indirect, whether based on any federal, state or
local law or regulation, securities or commercial law or regulation or under
common law or in equity or on contract, tort or otherwise, and whether or not
the transactions contemplated hereby are ever consummated, and (ii) reimburse
each Indemnified Person, on demand, for all out-of-pocket costs and expenses
(including, without limitation, the reasonable fees and disbursements of
counsel) incurred in connection with any of the foregoing, including, without
limitation, costs and expenses incurred in connection with investigating,
defending or participating in any legal proceeding relating to any of the
foregoing; provided, however, that the Borrower shall not indemnify or hold
harmless any Indemnified Person from, or reimburse any Indemnified Person for,
or waive or release any claim for, any losses, claims, damages, liabilities,
obligations, penalties, actions, judgments, suits, proceedings, disbursements,
costs or expenses arising out of the gross negligence or willful misconduct of
such Indemnified Person; PROVIDED, FURTHER, THAT IT IS THE EXPRESS INTENTION OF
THE BORROWER TO INDEMNIFY EACH INDEMNIFIED PERSON AGAINST THE CONSEQUENCES OF
ITS OWN OR ANY OTHER INDEMNIFIED PARTY'S NEGLIGENCE (OTHER THAN GROSS
NEGLIGENCE), WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT OR ACTIVE OR
PASSIVE. The Borrower shall not make any claim against any Indemnified Person
for any special, indirect or consequential damages in respect of any breach or
wrongful conduct (whether the claim therefor is based on contract, tort or duty
imposed by law) in connection with, arising out of or in any way related to the
transactions contemplated by, and the relationship established by, the Loan
Documents, or any act, omission or event occurring in connection therewith; and
the Borrower hereby waives, releases and agrees not to sue upon any such claim
for any such damages, whether or not accrued and whether or not known or
suspected to exist in its favor; and

     (e) indemnify each Indemnified Person against, and hold each Indemnified
Person harmless from, any and all losses, claims, damages, liabilities,
obligations, penalties, actions, judgments, suits, proceedings, disbursements,
costs and expenses of any kind or nature whatsoever which may at any time be
imposed on, incurred by or asserted against such Indemnified Person (including,
without limitation, the reasonable fees charged and disbursements made by
counsel to such Indemnified Person, whether or not suit is brought) arising out
of or in connection with or in any way relating to or resulting from (A) any
Loan Document, including, without limitation, the use of the proceeds of the
Loans or the relationship created by any Loan Document between or among the
Borrower and the Agent and the Lenders and (B), with respect to or as a direct
or indirect result of any acts or omissions to act by the Borrower or any
Subsidiary or any Affiliate of the Borrower under any Environmental Law or with
respect to or as a direct or indirect result of the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, handling, release,
discharge, emission or disposal of pollutants, contaminants, chemicals, toxic or
hazardous substances, industrial or hazardous wastes or noxious noises or odors
or presence of any of the foregoing on, under, from or about its real property;
provided, however, that the Borrower shall not indemnify or hold harmless any
Indemnified Person from, or reimburse any Indemnified Person for, or waive or
release any claim for, any losses, claims, damages, liabilities, obligations,
penalties, actions, judgments, suits, disbursements, costs or expenses arising
out of the gross negligence or willful misconduct

                                      -83-

<PAGE>

of such Indemnified Person; PROVIDED, FURTHER, THAT IT IS THE EXPRESS INTENTION
OF THE BORROWER TO INDEMNIFY EACH INDEMNIFIED PERSON AGAINST THE CONSEQUENCES OF
ITS OWN OR ANY OTHER INDEMNIFIED PERSON'S NEGLIGENCE (OTHER THAN GROSS
NEGLIGENCE), WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT OR ACTIVE OR
PASSIVE.

     The obligations of the Borrower under this Section 10.02 shall survive the
termination of this Agreement and the payment in full of the Obligations.

     Section 10.03 Rights Cumulative. Each of the rights and remedies of the
Agent, the Collateral Agent, and the Lenders under the Loan Documents shall be
in addition to all of their other rights and remedies under the Loan Documents
and Governmental Requirements, including, without limitation, the Fraudulent
Conveyance Act of Delaware, and nothing in the Loan Documents shall be construed
as limiting any such rights or remedies.

     Section 10.04 Confidentiality.

     (a) The Agent and each Lender each agrees that (i) it and its
Representatives will keep confidential all non-public information concerning the
Borrower or the Partners which is furnished to it by or on behalf of the
Borrower, the Partners or any of their respective Representatives ("Confidential
Information") and, except with the specific prior written consent of the
Borrower or as otherwise expressly permitted by the terms of this Section 10.04,
will not disclose any Confidential Information, (ii) it and its Representatives
will not use Confidential Information except for the purposes of this Agreement
and the Loans or other extensions of credit contemplated hereby, (iii) all
recipients of Confidential Information will be informed of the confidential
nature of the Confidential Information and instructed not to make use of the
Confidential Information in a manner inconsistent herewith, (iv) it and its
Representatives will not make available any Confidential Information to other
Persons for use or copying and (v) prior to its disclosure of Confidential
Information to any of its Outside Representatives, such Outside Representative
shall have executed and delivered a written confidentiality agreement for the
Borrower's benefit substantially in the form of Exhibit 10.04(c)-3 in respect of
the Confidential Information, an executed original of which it will provide
promptly to the Borrower. Each of the Agent and each Lender further agrees that
in all events (i) the Crude Supply Agreement and the Supplemental Supply
Agreement shall be Confidential Information, (ii) no copies may be made of
either such agreement and (iii) any inspection of either such agreement will be
restricted to a limited number of its Representatives and to the premises of the
Borrower or the Agent.

     (b) The term "Confidential Information" does not include information that
any Receiving Party can show (i) has become generally available to the public
other than as a result of disclosure or other fault by a Receiving Party or its
Representatives or (ii) (A) was already in the possession of a Receiving Party
or its Representatives prior to its disclosure to such Person by the Borrower, a
Partner or any of their respective Representatives or (B) became available to

                                      -84-

<PAGE>

the Receiving Party or its Representatives, in each case under this clause (ii),
free of any restrictions as to its disclosure and from a source, other than the
Borrower, the Partners or any of their respective Representatives, which to the
knowledge of the Receiving Party or the relevant Representative was not then
prohibited from transmitting the information to the Receiving Party or its
Representatives by a contractual, legal, fiduciary or other obligation.

     (c) Each of the Agent and each Lender also agrees to disclose Confidential
Information only to (i) its Representatives requiring such material for the
purpose of administering this Agreement and the transactions contemplated
hereby, and (ii) all or any of the Agent, the Lenders, any Prospective Assignees
and Prospective Participants; provided, however, that prior to such disclosure
to any Prospective Assignee or Prospective Participant, a Representative of such
Prospective Assignee or Prospective Participant shall have executed and
delivered a written confidentiality agreement for the Borrower's benefit
substantially in the form of Exhibit 10.04(c)-1 (in the case of any Prospective
Assignee) or Exhibit 10.04(c)-2 (in the case of any Prospective Participant) in
respect of the Confidential Information on behalf of such Eligible Assignee, and
prior to such disclosure to any Outside Representative of such Eligible
Assignee, such Outside Representative shall have executed and delivered a
written confidentiality agreement for the Borrower's benefit substantially in
the form of Exhibit 10.04(c)-3 in respect of the Confidential Information, and
each Lender agrees to provide promptly to the Borrower an executed original of
each such confidentiality agreement entered into by its Prospective Assignee or
Prospective Participant, as the case may be, and such Person's Outside
Representative, if any.

     (d) The foregoing will not prohibit the disclosure of any Confidential
Information by the Agent or any Lender if and to the extent that (i) such
disclosure may be required by any Governmental Authority having regulatory
authority over it, or (ii) it or any of its Representatives may become legally
compelled by court order, subpoena or summons, or by deposition, interrogatory,
request for documents or otherwise in connection with Litigation, or by similar
legal process, including, without limitation, a civil investigative demand
having the same force and effect as a subpoena. However, in any event described
in clause (ii) above, the Agent and each Lender each agrees that it or its
Representatives, as the case may be, prior to such disclosure will endeavor in
good faith (except to the extent prohibited by any Governmental Requirement from
doing so) to provide the Borrower with prompt notice of such request so that the
Borrower may seek an appropriate protective order or other appropriate remedy or
waive compliance with the provisions of this Section 10.04(d). In the event that
such protective order or other remedy is not obtained, or that the Borrower
grants such a waiver hereunder, the Agent and each Lender or its
Representatives, as the case may be, will in all events endeavor in good faith
to obtain reliable assurance that confidential treatment will be accorded any
Confidential Information so furnished.

     (e) The Agent and each Lender will only be responsible for any breach of
this Agreement by it or its Representatives, other than its Outside
Representatives who have executed and delivered a written confidentiality
agreement in accordance with this Section 10.04.

                                      -85-

<PAGE>

     (f) No failure or delay by the Borrower in exercising any right, power or
privilege under this Section 10.04 shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege under this
Section 10.04.

     Section 10.05 Amendments; Waivers. Any term, covenant, agreement or
condition of this Agreement or the Notes may be amended, and any right
thereunder may be waived, if, but only if, such amendment or waiver is in
writing and is signed by the Required Lenders and, if the rights and duties of
the Agent are affected thereby, by the Agent and by the Borrower; provided,
however, that no such amendment or waiver shall be effective, unless in writing
and signed by each Lender and Revolving Lender affected thereby, to the extent
it (a) changes the several nature or the amount (except pursuant to Section
2.03) or extends the term of such Lender's Commitment, (b) reduces the principal
of or the rate of interest on the Loans or Notes, or any fees payable pursuant
to any Loan Document, (c) postpones any date fixed for, or reduces the amount
of, any mandatory payment or prepayment of principal of or interest on the
Loans, Notes or any fees payable pursuant to any Loan Document, (d) waives any
condition precedent to the initial Loans, (e) waives the payment of any amounts
payable to any Lender pursuant to Section 3.04, 3.05 or 3.06 or (f) waives or
amends Section 8.05, this Section 10.05 or Section 10.12, or the definition of
"Required Lenders", or (g) releases Collateral with a book value of greater than
or equal to $100,000,000, other than as contemplated in Section 9.10(b)(i)
Unless otherwise specified in such waiver, a waiver of any right under any Loan
Document shall be effective only in the specific instance and for the specific
purpose for which it is given. No election not to exercise, failure to exercise
or delay in exercising any right, nor any course of dealing or performance,
shall operate as a waiver of any right of the Agent or any Lender under the Loan
Documents or Governmental Requirements, nor shall any single or partial exercise
of any such right preclude any other or further exercise thereof or the exercise
of any other right of the Agent or any Lender under the Loan Documents or
Governmental Requirements.

     Section 10.06 Assignments and Participations.

     (a) Assignments. Each Lender may from time to time, in accordance with
applicable Governmental Requirements, assign any or all of its rights and
obligations under the Loan Documents to one or more Eligible Assignees;
provided, however, that no such assignment shall be effective unless and until:
(i) the Borrower shall have received prior notice of such assignment; (ii)
except in the case of an assignment to a Lender or an Affiliate of a Lender, the
Agent shall have given its written consent to such assignment (which consent
shall not be unreasonably withheld); (iii) except in the case of an assignment
to a Lender or an Affiliate of a Lender, the amount of the Obligations, or, if
the Loans have not been made under Section 2.01, the Commitment of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
Agreement respecting such assignment is delivered to the Agent) shall not be
less than $5,000,000; and (iv) the parties to each such assignment shall have
executed and delivered to the Agent an Assignment Agreement together with an
assignment fee of $3,000 payable, at the discretion of the Agent, to the Agent
(provided, that no such fee shall be payable if the assignment is to an
Affiliate of such Lender). Upon acceptance and recording pursuant to

                                      -86-

<PAGE>

Section 10.06(c), from and after the effective date specified in each Assignment
Agreement, (i) the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment Agreement, have the rights
and obligations of a Lender under this Agreement and (ii) the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment
Agreement, be released from its obligations under this Agreement (and, in the
case of an Assignment Agreement covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto, but shall continue to be entitled to the
benefits of Sections 3.04, 3.05, 3.06 and 10.02, as well as to amounts accrued
for its account pursuant to Section 2.04 or any other Loan Document and not yet
paid).

     (b) Maintenance of Register. The Agent shall maintain at one of its offices
in The City of New York a copy of each Assignment Agreement delivered to it and
a register for the recordation of the names and addresses of the Lenders
(including those becoming Lenders pursuant to an Assignment Agreement), and the
Commitments of and principal amount of the Loans owing to each Lender pursuant
to the terms hereof from time to time (the "Register"). The entries in the
Register shall be conclusive and the Borrower, the Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

     (c) Acceptance and Recordation of Assignments. On its receipt of a duly
completed Assignment Agreement executed by an assigning Lender and an assignee
and, to the extent applicable, the assignment fee referred to in Section
10.06(a) above and the written consent of the Agent to such assignment, the
Agent shall (i) accept such Assignment Agreement, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Lenders. No assignment shall be effective unless it has been recorded in the
Register as provided in this Section 10.06(c). On acceptance and recording
pursuant to this Section 10.06(c) of any such assignment by a Lender, the
Borrower shall, against receipt of the existing Note of the assignor Lender,
issue a new Note to the assignee Lender and, in the case of a partial
assignment, to the assignor Lender, appropriately reflecting such assignment.


     (d) Assignments to Federal Reserve Banks. Nothing in this Section 10.06
shall limit the right of any Lender to assign its interest in its Loans and Note
to a Federal Reserve Bank as collateral security under Regulation A of the Board
of Governors of the Federal Reserve System, but no such assignment shall release
such Lender from its obligations hereunder.

     (e) Participations. Subject to Sections 10.04 and 10.06(f), each Lender may
from time to time, in accordance with applicable Governmental Requirements, sell
or otherwise grant participations in any or all of its rights and obligations
under the Loan Documents without the consent of the Borrower, the Agent or any
other Lender; provided, however, that no Lender shall, sell any such
participation, or permit the resale or other transfer of any such participation,

                                      -87-

<PAGE>

to any Person other than a financial institution meeting the requirement of
Eligible Assignee. No sale by a Lender of any participation shall relieve such
Lender of any of its obligations hereunder.

     (f) Rights of Participants. Each participation agreement shall provide that
the Lender that has sold or granted the participation shall retain the sole
right to take or refrain from taking any action under the Loan Documents, except
that such participation agreement may provide that such Lender shall not,
without the consent of the participant, agree to any amendment or waiver that
would have the effect of (i) increasing the Commitment of such Lender, (ii)
extending the Termination Date, (iii) reducing the principal on the Loans, to
the extent that the participant would be affected thereby, (iv) reducing the
rate of interest on the Loans or Notes, to the extent that the participant would
be affected thereby or (v) reducing the amount of such Lender's participation in
any fees payable pursuant to Section 2.04, to the extent that the participant
would be affected thereby. All amounts payable to any Lender under Section 3.04,
3.05 or 3.06 shall be determined as if such Lender has not sold any
participations.

     (g) Lender Representation. Each Lender party to this Agreement on the
Closing Date hereby represents, and each Person that becomes a Lender pursuant
to an Assignment Agreement will represent, and shall be deemed to have
represented on becoming a party to this Agreement, that it is in fact, otherwise
than by reason of being a Lender, an Eligible Assignee and will make or acquire
Loans hereunder for its own account in the ordinary course of its business.

     (h) Granting Lender. Notwithstanding anything to the contrary contained
herein, any Lender (a "Granting Lender") may grant to a special purpose funding
vehicle (an "SPC"), identified as such in writing from time to time by the
Granting Lender to the Agent and the Borrower, the right to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement; provided that
such SPC uses as its funds to make and maintain such Loan a source satisfying
the "ERISA Assumptions" set out on Schedule A and provided further that (i)
nothing herein shall constitute a commitment by any SPC to make any Loan; and
(ii) if an SPC elects not to exercise such right or otherwise fails to provide
all or any part of such Loan at the time required hereunder, the Granting Lender
shall be obligated to make such Loan pursuant to the terms hereof. The making of
a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender
to the same extent, and as if, such Loan were made by such Granting Lender. Each
party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Lender.

     In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary

                                      -88-

<PAGE>

contained in this Section 10.06, any SPC may: (A) with notice to, but without
the prior written consent of, the Borrower and the Agent and without paying any
processing fee therefor, assign all or a portion of its interests in any Loans
to the Granting Lender or to any Eligible Assignee (consented to by the Agent)
providing liquidity and/or credit support to or for the account of such SPC to
support the funding or maintenance of Loans; and (B) disclose: (I) any
Confidential Information on the terms set out in Section 10.04; and (II) on a
confidential basis any other non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.

     Section 10.07 GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

     Section 10.08 JUDICIAL PROCEEDINGS; WAIVER OF JURY TRIAL. ANY JUDICIAL
PROCEEDING BROUGHT AGAINST THE BORROWER WITH RESPECT TO, OR ANY DISPUTE UNDER OR
ARISING OUT OF OR IN CONNECTION WITH, ANY LOAN DOCUMENT CLAIM MAY BE BROUGHT IN
ANY COURT OF COMPETENT JURISDICTION IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK, COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE BORROWER (A) ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF EACH SUCH COURT AND ANY RELATED APPELLATE COURT AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH ANY LOAN
DOCUMENT CLAIM AND (B) TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO
SO, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR
PROCEEDING IN SUCH JURISDICTION. THE BORROWER SHALL APPOINT AND MAINTAIN CT
CORPORATION SYSTEM, THE PRENTICE-HALL CORPORATION SYSTEM INC. OR A SIMILAR
ENTITY (THE "SERVICE AGENT") AS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF
PROCESS IN ANY PROCEEDING IN A STATE OR FEDERAL COURT LOCATED IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK BY ENTERING INTO AN AGREEMENT AS OF THE DATE
OF THIS AGREEMENT WITH THE SERVICE AGENT TO SUCH EFFECT, AND THE BORROWER SHALL
MAINTAIN SUCH AGREEMENT (OR AN APPROPRIATE SUBSTITUTE TO THE SAME EFFECT WITH
THE SAME OR A DIFFERENT SERVICE AGENT) FOR THE ENTIRE TERM OF THIS AGREEMENT.
THE FOREGOING CONSENT TO JURISDICTION AND APPOINTMENT OF AGENT TO RECEIVE
SERVICE OF PROCESS SHALL NOT CONSTITUTE A GENERAL CONSENT TO SERVICE OF PROCESS
IN THE STATE OF NEW YORK FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE AND SHALL NOT
BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN THE AGENT AND THE LENDERS.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT, ANY LENDER OR ANY OTHER
INDEMNIFIED PERSON TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
SHALL LIMIT THE RIGHT OF THE

                                      -89-

<PAGE>

AGENT, ANY LENDER OR ANY OTHER INDEMNIFIED PERSON TO BRING PROCEEDINGS AGAINST
THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IN LIGHT OF THE EXPRESS
AGREEMENT OF THE BORROWER TO SUBMIT TO THE JURISDICTION OF NEW YORK COURTS FOR
THE RESOLUTION OF ANY AND ALL DISPUTES ARISING UNDER THIS AGREEMENT AND BROUGHT
IN NEW YORK COURTS PURSUANT TO THIS SECTION 10.08, THE BORROWER FURTHER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL AFFIRMATIVE DEFENSES IT COULD OR MIGHT OTHERWISE
BE ABLE TO ASSERT BASED ON AN ALLEGED INCAPACITY OF THE BORROWER TO ASSERT A
CLAIM OR COUNTER-CLAIM IN THE STATE COURTS OF THE STATE OF NEW YORK LOCATED IN
THE BOROUGH OF MANHATTAN WHETHER ON THE GROUNDS THAT THE BORROWER HAS FAILED TO
COMPLY WITH ANY OR ALL REGISTRATION, CERTIFICATION, NOTIFICATION, FILING OR
DESIGNATION-OF-AGENT GOVERNMENTAL REQUIREMENTS OF THE STATE OF NEW YORK OR ON
OTHER GROUNDS. THE BORROWER AND EACH OTHER PARTY HERETO EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM ARISING OUT OF, RELATING TO
OR IN CONNECTION WITH ANY LOAN DOCUMENT CLAIM. THE BORROWER AND EACH OTHER PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.08. THE
PROVISIONS OF THIS SECTION 10.08 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
AND THE PAYMENT IN FULL OF THE OBLIGATIONS.

     Section 10.09 Severability of Provisions. In case any provision of the Loan
Documents is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

     Section 10.10 Counterparts; Integration; Binding Effect. This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
This Agreement shall become effective when (a) it shall have been executed by
the Borrower, the Collateral Agent, and the Agent and (b) the Agent shall have
received an original signature page signed by, or a facsimile copy of an
original signature page signed by, each Lender listed on the signature pages
hereof.

                                      -90-

<PAGE>

       Section 10.11 Entire Agreement. This Agreement, the Notes and the other
Loan Documents embody the entire agreement among the Borrower, the Agent, the
Collateral Agent, and the Lenders relating to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, relating to
the subject matter hereof.

       Section 10.12 Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns in accordance with the terms hereof, except
that the Borrower may not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of all Lenders.

                                      -91-

<PAGE>

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers all as of December 10,
2002.

                                        LYONDELL-CITGO REFINING LP


                                        By: /s/ James W. Branch
                                            -----------------------------------
                                        Name: James W. Branch
                                        Title: Vice President, General Manager
                                                 of Planning and Administration

                                      -92-

<PAGE>

                                        CREDIT SUISSE FIRST BOSTON,
                                        as Agent, Collateral Agent, and Lender


                                        By: /s/ James P. Moran
                                            ------------------------------------
                                        Name:  James P. Moran
                                        Title: Director

                                        By: /s/ Ian W. Nalitt
                                            ------------------------------------
                                        Name:  Ian W. Nalitt
                                        Title: Associate


                                        BANK OF AMERICA, N.A., as Secondary
                                        Issuer and Lender


                                        By: /s/ Ronald E. McKaig
                                            ------------------------------------
                                        Name:  Ronald E. McKaig
                                        Title: Managing Director


                                        WESTLB AG, NEW YORK BRANCH, as Lender

                                        By: /s/ Salvatore Battuelli
                                            ------------------------------------
                                        Name:  Salvatore Battuelli
                                        Title: Managing Director

                                        By: /s/ Daniel Hitchcock
                                            ------------------------------------
                                        Name:  Daniel Hitchcock
                                        Title: Associate Director


                                        SUNTRUST BANK, as Lender


                                        By: /s/ John A. Fields, Jr.
                                            ------------------------------------
                                        Name:  John A. Fields, Jr.
                                        Title: Managing Director

                                      -93-

<PAGE>
                                        FORTIS CAPITAL CORP, as Lender


                                        By: /s/ Christopher S. Parada
                                            ------------------------------------
                                        Name:  Christopher S. Parada
                                        Title: Vice President

                                        By: /s/ Darrell W. Holley
                                            ------------------------------------
                                        Name:  Darrell W. Holley
                                        Title: Managing Director


                                        BANK OF OKLAHOMA N.A., as Lender

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


                                        FLEET NATIONAL BANK, as Lender


                                        By: /s/ Daniel S. Schockling
                                            ------------------------------------
                                        Name:  Daniel S. Schockling
                                        Title: Director


                                        THE BANK OF NOVA SCOTIA, as Lender


                                        By: /s/ A.S. Norsworthy
                                            ------------------------------------
                                        Name:  A.S. Norsworthy
                                        Title: Senior Manager


                                        CREDIT LYONNAIS NEW YORK BRANCH,
                                        as Lender


                                        By: /s/ Olivier Audemard
                                            ------------------------------------
                                        Name:  Olivier Audemard
                                        Title: Senior Vice President

                                      -94-

<PAGE>

                                        NATEXIS BANQUES POPULAIRES, as Lender


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


                                        By: /s/ Louis P. Laville, III
                                            ------------------------------------
                                        Name:  Louis P. Laville, III
                                        Title: Vice President and Group Manager


                                        ARAB BANKING CORPORATION, as Lender


                                        By: /s/ Charles F. Azzara
                                            ------------------------------------
                                        Name:  Charles F. Azzara
                                        Title: Vice President


                                        By: /s/ Barbara C. Sanderson
                                            ------------------------------------
                                        Name:  Barbara C. Sanderson
                                        Title: Vice President Head of Credit


                                        BANK OF SCOTLAND, as Lender


                                        By: /s/ Joseph Fratus
                                            ------------------------------------
                                        Name:  Joseph Fratus
                                        Title: First Vice President


                                        BANK ONE, NA, as Lender


                                        By: /s/ Daniel A. Davis
                                            ------------------------------------
                                        Name:  Daniel A. Davis
                                        Title: Director

                                      -95-

<PAGE>

                                        JPMORGAN CHASE BANK, as Lender


                                        By: /s/ Robert C. Mertensotto
                                            ------------------------------------
                                        Name:  Robert C. Mertensotto
                                        Title: Managing Director

                                      -96-

<PAGE>

                                                                       EXHIBIT A

                            FORM OF TERM CREDIT NOTE

                                                           [___________], 200[_]


FOR VALUE RECEIVED, LYONDELL-CITGO REFINING LP, a Delaware limited partnership
(the "Borrower"), hereby promises to pay to the order of [___________] (the
"Lender") the principal amount of [_______] Dollars ($[________]) or, if less,
the principal amount of the Loans of the Lender outstanding on the Termination
Date, and to pay interest on the principal amount outstanding hereunder from
time to time on the dates and at the rates specified in the Term Credit
Agreement referred to below. All payments due the Lender hereunder shall be made
to the Lender at the place, in the type of money and funds and in the manner
specified in such Term Credit Agreement.

Each holder hereof is authorized to record on the grid attached hereto, or on a
continuation thereof, each Loan of the Lender and each payment or prepayment
with respect thereto; provided, however, the failure to record any such amount
shall not abrogate or otherwise affect the obligation of the Borrower to pay to
the Lender the outstanding principal of this Term Credit Note, and the accrued
and unpaid interest thereon, in accordance with the terms hereof.

To the fullest extent permitted by applicable law, presentment, demand, protest,
notice of protest, notice of default, notice of dishonor, notice of intent to
accelerate and all other notices of any kind (other than the notice provided for
in the first sentence of Section 8.02 of such Term Credit Agreement) are hereby
expressly waived by the undersigned and all other Persons now or hereafter
liable with respect to this Term Credit Note, whether as principal, surety,
guarantor, endorser or otherwise.

This Term Credit Note evidences Loans made under, and is entitled to the
benefits of, the Term Credit Agreement, dated as of December 10, 2002, among the
Borrower, the Lenders parties thereto from time to time, and Credit Suisse First
Boston as Administrative Agent, as the same may be amended, modified and
supplemented from time to time. Reference is made to such Term Credit Agreement,
as so amended, modified and supplemented, for provisions relating to the
prepayment and the acceleration of the maturity of, and for the respective
meanings assigned to the capitalized terms used and not otherwise defined in,
this Term Credit Note.

                                      -97-

<PAGE>

This Term Credit Note shall be governed by and construed in accordance with the
law of the State of New York.



                                        LYONDELL-CITGO REFINING LP



                                        By:_____________________________________
                                        Name:
                                        Title:

                                      -98-

<PAGE>

                           LYONDELL-CITGO REFINING LP

                            GRID TO TERM CREDIT NOTE

                          LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Date         Amount of Loan Made    Interest       Amount of Principal     Unpaid    Principal    Total     Notation
                                    Period (if     Repaid                  Balance                          Made by
                                    applicable)
             --------------------                  ----------------------------------------------
             Adjusted     Base                     Adjusted     Base       Adjusted     Base
             Eurodollar   Rate                     Eurodollar   Rate       Eurodollar   Rate
             Rate                                  Rate                    Rate
----------------------------------------------------------------------------------------------------------------------
<S>          <C>          <C>       <C>            <C>          <C>        <C>          <C>       <C>       <C>


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


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


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


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


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


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


----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                       EXHIBIT B

                           FORM OF SECURITY AGREEMENT


       SECURITY AGREEMENT, (this "Security Agreement") dated as of December 10,
2002, between LYONDELL-CITGO Refining LP, a Delaware limited partnership
(together with its successors and assigns, the "Borrower"), and Credit Suisse
First Boston, a bank organized under the laws of Switzerland, acting through its
Cayman Islands branch, as Collateral Agent (the "Agent") for itself and (i) the
Revolving Lenders referred to below, the Issuers referred to below, and the
Adminstrative Agent under the $70,000,000 Revolving Credit Agreement dated as of
December 10, 2002 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Revolving Credit Agreement"), among the
Borrower, the Lenders party thereto (the "Revolving Lenders"), the Issuers party
thereto (the "Issuers"), and the Administrative Agent party thereto and (ii) the
Term Lenders referred to below and the Administrative Agent under the
$450,000,000 Credit Agreement dated as of December 10, 2002 (as the same may be
amended, supplemented or otherwise modified from time to time, the "Term Credit
Agreement"), among the Borrower, the Lenders party thereto (the "Term Lenders"),
and the Administrative Agent party thereto. The Revolving Credit Agreement and
the Term Credit Agreement shall be referred to collectively as the "Credit
Agreements", and the Revolving Lenders and the Term Lenders shall be referred to
collectively herein as the "Lenders".

       Pursuant to the Credit Agreements, the Lenders and the Issuers have
agreed to make certain loans and letters of credit available to the Borrower,
subject to the terms and conditions thereof, including without limitation, the
grant of a security interest in the Collateral (as defined below) pursuant to
this Security Agreement by the Borrower to secure the Secured Obligations (as
defined below).

       NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

       Section 1.1   Definitions. All meanings to defined terms, unless
otherwise indicated, are to be equally applicable to both the singular and
plural forms of the terms defined. The following terms shall have the meanings
specified below:

       "Acceptable Security Interest" in any Property means a Lien which (a)
exists in favor of the Agent for the benefit of the Secured Parties; (b) is a
first priority Lien superior to all other Liens (other than Permitted Liens);
(c) secures the Secured Obligations; (d) is perfected (to the extent it can be
perfected by filing a financing statement or recording a mortgage or deed of

<PAGE>

trust) and enforceable against all Persons in preference to any rights of any
such Person therein (other than Permitted Liens); and (e) is in full force and
effect.

     "Ballpark" means all of the Borrower's right, title, and interest in that
certain tract of land, together with all improvements situated thereon, located
in Harris County, Texas, referred to as "Tract 11: Ballpark" and being more
particularly described by metes and bounds on Schedule B to the Term Credit
Agreement, and any additional right, title, or interest in such parcel of land
acquired by the Borrower after the Closing Date.

     "Birmingport Facility" means the tract or tracts of land, together with all
improvements situated thereon, located in Birmingport, Alabama, and referred to
as the "Birmingport Facility" and being more particularly described by metes and
bounds on Schedule B to the Term Credit Agreement.

     "Business Day" means a day of the year on which banks are not authorized or
required to be closed in New York City.

     "Capital Lease" shall mean "Capital Lease" as defined in the Term Credit
Agreement.


     "Capital Security" means (a) any share, membership or other percentage
interest, unit of participation or other equivalent (however designated) of a
corporate equity security or other equity interest in a Person and (b) any debt
security or other evidence of Indebtedness which is convertible into or
exchangeable for, or any option, warrant or other right to acquire, any Capital
Security of any type referred to in clause (a) of this definition.

     "Chattel Paper" means all "chattel paper" as such term is defined in the
UCC.

     "Closing Date" means the date as of which the loans are made to the
Borrower pursuant to the Term Credit Agreement.

     "Collateral" has the meaning set forth in Section 2.1 of this Security
Agreement.

     "Commitments" shall mean, collectively, the "Commitments" as defined in the
Term Credit Agreement and the "Commitments" as defined in the Revolving Credit
Agreement.

     "Contracts" shall mean all contracts to which the Borrower now is, or
hereafter will be, bound, or a party, beneficiary or assignee (other than rights
evidenced by Chattel Paper, Documents or Instruments), all Insurance Contracts,
and all exhibits, schedules and other attachments to such contracts, as the same
may be amended, supplemented or otherwise modified or replaced from time to
time.

     "Contract Documents" means all Instruments, Chattel Paper, letters of
credit, bonds, guarantees or similar documents evidencing, representing, arising
from or existing in respect of, relating to, securing or otherwise supporting
the payment of, the Contracts.

     "Contract Rights" has the meaning set forth in Section 5.1 of this Security
Agreement.

                                      -2-

<PAGE>

     "Crude Supply Agreement" means the Crude Supply Agreement, dated as of May
5, 1993, between the Borrower and Lagoven, S.A., a corporation organized under
the laws of the Bolivarian Republic of Venezuela (and subsequently assigned to
PDVSA Petroleo, S.A.), as amended, modified and supplemented from time to time.

     "Default" means any condition or event that constitutes an Event of Default
or that with the giving of notice or lapse of time or both would become an Event
of Default.

     "Document" shall mean a "document" as such term is defined in the UCC.

     "Equipment" shall mean "equipment" as such term is defined in the UCC.

     "Event of Default" shall mean an "Event of Default" as defined in the Term
Credit Agreement or an "Event of Default" as defined in the Revolving Credit
Agreement.

     "Excluded Property" means all right, title, and interest of the Borrower in
and to each of the following, including any Contract Rights in and to the
following, which shall not be subject to any Lien in favor of the Agent for the
benefit of the Secured Parties: (a) the Crude Supply Agreement; (b) the
Supplemental Supply Agreement; (c) the Birmingport Facility; (d) the Ballpark;
and (e) the Non-Material Property.

     "Fixtures" shall mean any fixtures now or hereafter owned or leased by the
Borrower, or in which the Borrower holds or acquires any other right, title or
interest, constituting "fixtures" under the UCC, including without limitation
all pipe which is part of the Borrower's pipeline system, and any and all
additions, substitutions and replacements of any of the foregoing, wherever
located together with all improvements thereon and all attachments, components,
parts, equipment and accessories installed thereon or affixed thereto.

     "General Intangibles" shall mean all "general intangibles" as such term is
defined in the UCC, including without limitation all "payment intangibles" under
the UCC, and further including without limitation all Intellectual Property,
goodwill, license rights, license agreements, permits, registrations,
franchises, and any rights to tax refunds to which the Borrower is now or
hereafter may be entitled, in each case to the extent constituting "general
intangibles" as such term is defined in the UCC.

     "Governmental Approval" means any authorization, consent, approval, permit,
franchise, certificate, license, implementing order or exemption of, or
registration or filing with, any Governmental Authority.

     "Governmental Authority" means (a) any national, state, county, municipal
or other government, domestic or foreign, or any agency, board, bureau,
commission, court, department or other instrumentality of any such government or
(b) any school district having the authority to assess and collect Taxes.

     "Governmental Requirement" means any law, statute, code, ordinance, order,
rule, regulation, judgment, decree, injunction, writ, edict, award,
authorization or other requirement of any Governmental Authority or any
obligation included in any certificate, franchise, permit or

                                      -3-

<PAGE>

license issued by any Governmental Authority or resulting from binding
arbitration, including, without limitation, any requirement under common law.

     "Instrument" shall mean an "instrument" as such term is defined in the UCC.

     "Insurance Contracts" means all contracts and policies of insurance and
re-insurance maintained by or on behalf of the Borrower under the Loan
Documents.

     "Intellectual Property" means all intangible, intellectual and similar
property of the Borrower of every kind and nature now owned or hereafter
acquired by the Borrower, including inventions, designs, Patents, Trademarks,
trade secrets, confidential or proprietary technical and business information,
know-how, show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation, registrations and
franchises, and all additions, improvements and accessions to, and books and
records describing or used in connection with, any of the foregoing, and any
written agreement granting to the Borrower the right to use any of the foregoing
or make, use, or sell any invention subject to any of the foregoing, including
but not limited to all the property listed on Schedule I hereto.

     "Inventory" shall mean "inventory" as such term is defined in the UCC.

     "Inventory Records" shall mean all books and records at any time relating
to Inventory.

     "Investment Property" shall mean "investment property" as defined in the
UCC, including, without limitation, all securities (whether certificated or
uncertificated), security entitlements, securities accounts, commodity
contracts, and commodity accounts.

     "Lien" means, with respect to any Property of any Person (or any revenues,
income or profits of such Person therefrom) (in each case whether the same is
consensual or nonconsensual or arises by contract, operation of law, legal
process or otherwise), (a) any mortgage, lien, security interest, pledge,
attachment, levy or other charge or encumbrance of any kind thereupon or in
respect thereof, (b) any adverse claim, burden or title defect (including any
easement, right of way or other encumbrance on title to real property) in
respect of a Person's Property, or (c) any other arrangement under which a
Person's Property or any interest therein is transferred, sequestered or
otherwise identified with the intention of subjecting the same to, or making the
same available for, the payment or performance of any liability in priority to
the payment of the ordinary, unsecured creditors of such Person. For purposes of
this Security Agreement, a Person shall be deemed to own subject to a Lien any
Property that it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, Capital Lease or other title
retention agreement relating to such Property.

     "Loan Documents" shall mean, collectively, the "Loan Documents" as defined
in the Revolving Credit Agreement and the "Loan Documents" as defined in the
Term Credit Agreement.

     "Material" means material to the business, operations, Property,
liabilities, financial condition or results of operations of the Borrower and
the Subsidiaries considered as a whole.

                                       -4-

<PAGE>

     "Material Adverse Effect" means, relative to the occurrence or
non-occurrence of any event and after taking into account existing or reasonably
anticipated insurance coverage and indemnification rights with respect to such
occurrence or non-occurrence, (a) a material adverse effect on the business,
operations, Property, liabilities, condition (financial or otherwise) or results
of operations of the Borrower and the Subsidiaries considered as a whole or (b)
a material adverse effect on the ability of the Borrower to perform its payment
or other obligations under the Loan Documents.

     "Non-Material Property" means those parcels of land, together with all
improvements situated thereon, located in Harris County, Texas, referred to as
Parcels 2, 3, 12-17 and the Western Waste Tract, and being more particularly
described by metes and bounds on Schedule B to the Term Credit Agreement, and
any additional right, title or interest in any such parcel of land acquired by
the Borrower after the Closing Date which, when combined with the Borrower's
existing right, title, and interest in such parcel, is not Material.

     "Patents" shall mean all of the following now owned or hereafter acquired
by Borrower: (a) all letters patent of the United States, all registrations and
recordings thereof and all applications for letters patent of the United States,
including registrations, recordings and pending applications in the United
States Patent and Trademark Office and (b) all reissues, continuations,
divisions, continuations-in-part, renewals or extensions thereof and the
inventions disclosed or claimed therein, including the right to make, use and/or
sell the inventions disclosed or claimed therein.

     "Permitted Liens" shall mean, collectively, the "Permitted Liens" as
defined in the Revolving Credit Agreement and the "Permitted Liens" as defined
in the Term Credit Agreement.

     "Person" means any individual, sole proprietorship, corporation,
partnership, limited liability company, business trust, unincorporated
organization, mutual company, joint stock company, estate, trust, union,
employee organization or Governmental Authority.

     "Proceeds" shall mean all "proceeds", as such term is defined in the UCC,
of any or all of the Collateral.

     "Property" means, for any Person, such Person's interest in, right to, and
title to any and all property (whether real, personal,or mixed, tangible or
intangible) and assets owned or leased by such Person.

     "Receivables" shall mean all "accounts" as such term is defined in the UCC.

     "Secured Obligations" shall mean, collectively, the "Obligations" as
defined in the Term Credit Agreement and the "Obligations" as defined in the
Revolving Credit Agreement.

                                      -5-

<PAGE>

     "Secured Parties" means the Agent, the Administrative Agent under the
Revolving Credit Agreement, the Administrative Agent under the Term Credit
Agreement, the Revolving Lenders, the Term Lenders, and the Issuers.

     "Security Agreement" shall mean this Security Agreement, as the same may be
modified, supplemented or amended from time to time in accordance with its
terms.

     "Subsidiary" means any corporation or other Person of which Capital
Securities having ordinary voting power to elect a majority of the board of
directors or other Persons performing similar functions (whether or not any
other class of Capital Securities of such corporation or other Person has or
might have voting power by reason of the happening of a contingency) are at the
time owned or controlled, directly or indirectly, by the Borrower.

     "Supplemental Supply Agreement" means the Supplemental Supply Agreement,
dated as of May 5, 1993, between the Borrower and Petroleos de Venezuela, S.A.,
a corporation organized under the laws of the Bolivarian Republic of Venezuela,
as amended, modified and supplemented from time to time.

     "Taxes" means all taxes, assessments, fees, levies, imposts, duties,
deductions, withholdings or other charges of any nature whatsoever from time to
time or at any time imposed by any Governmental Requirement, excluding, in the
case of each Lender, the Issuers and the Agent, taxes imposed on its income, and
franchise taxes and doing business taxes imposed on it by the laws of any
jurisdiction (or political subdivision thereof).

     "Titled Vehicles" means any motor vehicle or other rolling stock for which
a certificate of title has been issued by a Governmental Authority.

     "Trademarks" shall mean all of the following now owned or hereafter
acquired by Borrower: (a) all trademarks, service marks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
trade dress, logos, other source or business identifiers, designs and general
intangibles of like nature, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all registration applications filed in
connection therewith, including registrations and registration applications in
the United States Patent and Trademark Office, any State of the United States or
any similar offices in any other country or any political subdivision thereof,
and all extensions or renewals thereof, (b) all goodwill associated therewith or
symbolized thereby, and (c) all other assets, rights and interests that uniquely
reflect or embody such goodwill.

     "UCC" shall mean the Uniform Commercial Code in effect in the State of
Texas, as amended from time to time.

     "Western Waste Tract" means that certain 6.5-acre tract of land, together
with all improvements situated thereon, located in Harris County, Texas and
being more particularly described by metes and bounds on Schedule B to the Term
Credit Agreement.

                                      -6-

<PAGE>

                                   ARTICLE II

                               SECURITY INTERESTS

     Section 2.1 Pledge, Assignment and Grant of Security Interests. As
collateral security for the prompt and complete payment and performance when due
of all Secured Obligations, the Borrower hereby assigns and pledges to the Agent
for the benefit of the Secured Parties and hereby grants to the Agent for the
benefit of the Secured Parties a lien on and continuing security interest in all
of the Borrower's right, title and interest in, to and under (all such right,
title, and interest in all items described in this Section 2.1, whether now
owned or hereafter acquired by the Borrower and wherever located and whether now
owned or hereafter existing or arising, collectively, the "Collateral"):

     (a) each and every Contract, all Contract Rights, Contract Documents and
Receivables associated with such Contracts and each and every document granting
security to the Borrower under any such Contract;

     (b) all Receivables;

     (c) all Inventory;

     (d) all Equipment;

     (e) all General Intangibles;

     (f) all Investment Property;

     (g) all Fixtures;

     (h) all amounts from time to time held in any checking, savings, deposit or
other account of the Borrower, all monies, proceeds or sums due or to become due
therefrom or thereon and all documents (including, but not limited to passbooks,
certificates and receipts) evidencing all funds and investments held in such
accounts;

     (i) any Governmental Approvals now or hereafter held by the Borrower
(except that any Governmental Approval which would by its terms or under
applicable law become void, voidable, terminable or revocable by being subjected
to the Lien of this Security Agreement or in which a Lien is not permitted to be
granted under applicable law, is hereby excluded from such Lien to the extent
necessary so as to avoid such voidness, voidability, terminability or
revocability);

     (j) any right to receive a payment under any hedging agreement in
connection with a termination thereof;

     (k) without limiting the generality of the foregoing, all other personal
property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits,
claims, demands and assets of the Borrower other than Excluded Property whether
now existing or hereafter acquired from time to time; and

                                       -7-

<PAGE>

     (l) any and all additions, accessions and improvements to, all
substitutions and replacements for and all products and Proceeds of or derived
from all of the foregoing items described above in this Section 2.1.

Notwithstanding anything in the foregoing to the contrary, (i) none of the terms
"Collateral", "Contracts", "Contract Rights", "Intellectual Property",
"Inventory Records", and the other defined terms used above in the description
of the Collateral, nor the term "contract rights" used in Section 5.1, shall
include any Excluded Property, and (ii) "Collateral" shall not include General
Intangibles arising under contracts which expressly prohibit assignment of such
rights without the prior written consent of the other party thereto, except to
the extent such prohibition is ineffective under the UCC.

     Section 2.2 After-Acquired Property. The security interest pledged,
assigned and granted to the Agent pursuant to this Security Agreement is
intended to extend to all Collateral of the kind that is the subject of this
Security Agreement which the Borrower may acquire at any time during the
continuation of this Security Agreement, irrespective of whether such Collateral
is in transit or in the Borrower's or the Agent's or any other Person's
constructive, actual or exclusive occupancy or possession.

     Section 2.3 Security Interest Absolute. All rights of the Agent and the
security interests hereunder shall be absolute and unconditional irrespective
of:

     (a) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Secured Obligations, or any other amendment or waiver
of or any consent to any departure from any Loan Document; or

     (b) any exchange, release or nonperfection of any other collateral, or any
release from, amendment to, waiver of or consent to departure from any guaranty,
for all or any of the Secured Obligations.

     Section 2.4 Power of Attorney. The Borrower hereby constitutes and appoints
the Agent as the Borrower's attorney-in-fact, at the Borrower's cost and
expense, to exercise, at the Agent's option after the occurrence and during the
continuance of a Default or an Event of Default, all or any of the following
powers, which, being coupled with an interest, shall be irrevocable until all of
the Secured Obligations have been paid in full and the Commitments have been
terminated:

     (a) to obtain and adjust insurance under insurance policies naming the
Borrower as an insured party;

     (b) to receive, take, endorse, sign, assign, deliver and collect, all in
the Agent's name or the Borrower's name, any and all checks, notes, drafts, and
other documents or instruments relating to the Collateral;

     (c) to ask, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in connection
with the Collateral;

                                      -8-

<PAGE>

     (d) to receive, open and dispose of all mail addressed to the Borrower with
respect to the Collateral which comes into the possession of the Agent;

     (e) to request from account debtors of the Borrower, in the Borrower's name
or the Agent's name or that of the Agent's designee, information concerning the
Receivables and the amounts owing thereon;

     (f) to transmit to account debtors indebted on Receivables notice of the
Agent's interest therein;

     (g) to notify account debtors indebted on Receivables to make payment
directly to the Agent; and

     (h) to take or bring, in the Borrower's name or the Agent's name, all
steps, actions, suits or proceedings, to the extent permitted by law, deemed by
the Agent necessary or desirable to enforce or effect collection of any of the
Collateral or otherwise to enforce compliance with the terms and conditions of
any Contract or the rights of the Agent with respect to any of the Collateral.

     Section 2.5 The Borrower Remains Liable. Anything herein to the contrary
notwithstanding, (a) the Borrower shall remain liable to perform all of its
obligations under or with respect to the Collateral and to perform all of its
duties and obligations thereunder to the same extent as if this Security
Agreement had not been executed, (b) the exercise by the Agent of any of its
rights hereunder shall not release the Borrower from any of its duties or
obligations under the Loan Documents and (c) none of the Agent and the Secured
Parties shall be obligated to perform any of the obligations or duties of the
Borrower thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.

                                   ARTICLE III

                GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

     The Borrower represents, warrants and covenants, as of the date hereof and
as of the date of each Borrowing, as follows:

     Section 3.1 Security Documents. This Security Agreement, together with the
filing of financing statements in the office for central filings in the state of
the Borrower's location (within the meaning of the UCC), which as of the date
hereof is the Office of the Secretary of State of the State of Delaware, and the
filing of the Patent and Trademark Security Agreement by the Borrower in favor
of the Collateral Agent in the U.S. Patent and Trademark Office, is sufficient
to create in favor of the Agent for the benefit of the Secured Parties, as
security for the payment and performance of the Secured Obligations, a valid and
enforceable security interest in and on all of the Collateral, to the extent
that a security interest can be created under the laws which govern the creation
of security interests hereunder or any other applicable law, in favor of the
Agent, which security interest is perfected, to the extent a security interest
may be perfected by the filing of UCC financing statements and by filings in the
U.S. Patent and Trademark Office,

                                       -9-

<PAGE>

and superior to and prior to all Liens other than Permitted Liens, except as
such enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws from time to time in effect
that affect creditors' rights generally or (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law).

     Section 3.2 Acceptable Security Interest; No Liens. The Borrower shall at
all times (a) maintain an Acceptable Security Interest in the Collateral and (b)
defend the Collateral against all Liens, other than Permitted Liens, and demands
of all Persons (other than the Agent and the other Secured Parties) at any time
claiming the same or any interest therein.

     Section 3.3 Chief Executive Office; Name; Records. The Borrower's principal
place of business and its chief executive office are located at the address
indicated in Section 10.01 of the Term Credit Agreement. The originals of all
Contracts, Contract Documents and documents evidencing Receivables of the
Borrower, in each case constituting Collateral, and the only original books of
accounts and records concerning the Collateral are, and will continue to be,
kept at the Borrower's address indicated in Section 10.01 of the Term Credit
Agreement or at such new location for such principal place of business and chief
executive office as the Borrower may establish in accordance with the last
sentence of this Section 3.3. The Borrower shall not establish a new location
for its principal place of business or change its name or carry on any business
under any name other than its current name until it has given to the Agent not
less than 30 days' prior written notice of its intention to do so, clearly
describing such new location or specifying such new name, as the case may be,
and providing such other information in connection therewith as the Agent may
reasonably request. The Borrower's name is LYONDELL-CITGO Refining LP.

     Section 3.4 Financing Statements and Registrations. The Borrower agrees to
sign and deliver to the Agent such financing statements or registrations, in
form suitable to reflect the security interests granted hereunder, as the Agent
reasonably determines are necessary or desirable to establish and maintain an
Acceptable Security Interest in the Collateral, all in accordance with the laws
which govern perfection of the security interests hereunder. The Borrower will
pay any filing fees and related expenses applicable thereto. The Borrower
authorizes the Agent to file in such jurisdictions as reasonably determined by
the Agent any such financing or continuation statements, and amendments thereto,
relating to all or any part of the Collateral without the signature of the
Borrower where permitted by applicable law. Upon the request of the Borrower,
the Agent shall promptly deliver, or cause to be delivered, to the Borrower
copies of any such statements or amendments.

     Section 3.5 Intentionally Omitted.

     Section 3.6 Possession and Control of Collateral. The Borrower shall not
grant possession or control to, and shall not permit possession or control by,
any Person (other than the Agent and the Borrower) of any Collateral in which a
security interest is perfected by possession or control.

     Section 3.7 Taxes. The Borrower shall pay and discharge all Taxes as
required pursuant to the terms of each Credit Agreement.

                                      -10-

<PAGE>

     Section 3.8 Insurance. The Borrower shall at all time maintain or cause to
be maintained property damage insurance covering the Collateral as required
pursuant to the terms of each Credit Agreement.

     Section 3.9 Intellectual Property.

     (a)  On the date hereof, all material Intellectual Property is valid,
          subsisting, unexpired and enforceable, has not been abandoned and does
          not infringe the intellectual property rights of any other person.

     (b)  No holding decision or judgment has been rendered by any Governmental
          Authority which would limit, cancel or question the validity of, or
          Borrower's rights in, any Intellectual Property in any respect that
          could reasonably be expected to have a Material Adverse Effect.

     (c)  No action or proceeding is pending, or, to the knowledge of Borrower,
          threatened, on the date hereof (i) seeking to limit, cancel or
          question the validity of any Intellectual Property or Borrower's
          ownership interest therein, and (ii) which, if adversely determined,
          would have a Material Adverse Effect.

     (d)  Fully executed security agreements substantially in the form hereof
          and containing a description of all Collateral consisting of United
          States Patents and registered trademarks in existence on the date
          hereof shall have been recorded within three Business Days after the
          execution of this Security Agreement with respect to United States
          Patents and United States registered Trademarks (and Trademarks for
          which United States registration applications are pending) pursuant to
          35 U.S.C.(S).261, 15 U.S.C.(S). 1060 or 17 U.S.C.(S). 205 and the
          regulations thereunder, as applicable, and otherwise as may be
          required pursuant to the laws of any other necessary jurisdiction, to
          protect the validity of and to establish a legal, valid and perfected
          security interest in favor of the Agent (for the ratable benefit of
          the Secured Parties) in respect of all Collateral consisting of
          Patents and Trademarks in which a security interest may be perfected
          by filing, recording or registration in the United States (or any
          political subdivision thereof) and its territories and possessions,
          and no further or subsequent filing, refiling, recording, rerecording,
          registration or reregistration is necessary (other than such actions
          as are necessary to perfect such security interest with respect to any
          Collateral consisting of Patents and Trademarks (or registration or
          application for registration thereof) acquired or developed after the
          date hereof).

     (e)  Borrower shall notify the Agent promptly upon obtaining knowledge that
          any Patent or Trademark material to the conduct of its business may
          become abandoned, lost or dedicated to the public, or of any adverse
          determination or development (including the institution of, or any
          such determination or development in, any proceeding in the United
          States Patent and Trademark Office, or any court or similar office of
          any country) regarding Borrower's

                                      -11-

<PAGE>

          ownership of any Patent or Trademark, its right to register the same,
          or to keep and maintain the same.

     (f)  In no event shall Borrower, either itself or through any agent,
          employee, licensee or designee, file an application for any Patent or
          Trademark (or for the registration of any Trademark) material to its
          business with the United States Patent and Trademark Office or any
          office or agency in any political subdivision of the United States or
          in any other country or any political subdivision thereof, unless it
          promptly informs the Agent, and, upon request of the Agent, executes
          and delivers any and all agreements, instruments, documents and papers
          as the Agent reasonably may request to evidence the Agent's security
          interest in such Patent or Trademark, and Borrower hereby appoints the
          Agent as its attorney-in-fact to execute and file such writings for
          the foregoing purposes, all acts of such attorney being hereby
          ratified and confirmed; such power, being coupled with an interest, is
          irrevocable.

                                   ARTICLE IV

              SPECIAL PROVISIONS CONCERNING RECEIVABLES, CONTRACTS,
                            INSTRUMENTS AND ACCOUNTS

     Section 4.1 Maintenance of Records. The Borrower will keep and maintain at
its own cost and expense satisfactory and, in all material respects, complete
records of its Receivables, including, but not limited to, records of all
payments received and all credits granted thereon, and the Borrower will make
the same available to the Agent, for inspection at any reasonable time during
normal business hours after reasonable notice as the Agent may reasonably
request. If upon the occurrence and during the continuation of an Event of
Default, the Agent so directs, the Borrower shall, at its own cost and expense,
deliver originals or copies, at the Borrower's option, of all tangible books and
records of its Receivables (including, without limitation, all documents
evidencing the Receivables) and books and records that the Agent may reasonably
request to the Agent or to its representatives (originals or copies of which
books and records may, at the Borrower's option, be retained by the Borrower) at
such times as the Agent may reasonably request.

     Section 4.2 Payments Under Contracts and Receivables Constituting
Collateral.

     (a) Notice to Obligors under Contracts. The Borrower further agrees and
confirms that, upon the occurrence and during the continuation of an Event of
Default and if so requested by the Agent, it will notify each party to any
Contracts of the assignment thereof to the Agent, instruct each of them that all
payments due or to become due and all amounts payable to the Borrower under such
Contracts shall, until the Secured Obligations are paid in full and the
Commitments have been terminated, or the Agent otherwise directs, be made to the
Agent for application in accordance with the Credit Agreements. Unless notified
to the contrary by the Agent, the Borrower shall, at its own cost and expense,
enforce collection of any amounts payable under the Contracts in accordance with
sound business practice.

                                      -12-

<PAGE>

     (b) Non-Payment to Agent. Upon the occurrence and during the continuation
of an Event of Default and if so requested by the Agent, until the Secured
Obligations are paid in full and the Commitments have been terminated, or the
Agent otherwise directs, if the Borrower shall receive directly from any party
to the Contracts or from any account debtor or other obligor under any
Receivable any payments under the Contracts or the Receivables, the Borrower
shall receive (and hereby acknowledges that it is receiving) such payments in
trust for the benefit of the Secured Parties, shall segregate such payments from
other funds of the Borrower, and shall forthwith transmit and deliver such
payments to the Agent in the same form as so received (with any necessary
endorsement) for application in accordance with the Credit Agreements.

     Section 4.3 Direction to Account Parties, Contracting Parties, etc. The
Borrower agrees that, upon the occurrence and during the continuation of an
Event of Default, the Borrower shall be bound by any collection, compromise,
forgiveness, extension or other action taken by the Agent with respect to the
Receivables and the Contracts in accordance with applicable law. Upon the
occurrence and during the continuation of an Event of Default, without notice to
or assent from the Borrower, the Agent may apply any or all amounts then or
thereafter deposited with it in accordance with the provisions of the Credit
Agreements.

                                   ARTICLE V

                     SPECIAL PROVISIONS CONCERNING CONTRACTS

     Section 5.1 Security Interest in Contract Rights. The Borrower's grant,
pursuant to Section 2.1, to the Agent of a Lien in and on all of its right,
title and interest in and to each and all of the Contracts, the Contract
Documents and the contract rights thereunder, includes, but is not limited to
each of the following, (except to the extent any of the following would include
General Intangibles arising under contracts which expressly prohibit assignment
of such rights without the prior written consent of the other party thereto,
except to the extent such prohibition is ineffective under the UCC):

     (a) all (i) of the Borrower's rights to payment under any Contract or
Contract Document and (ii) payments due and to become due to the Borrower under
any Contract or Contract Document, in each case whether as contractual
obligations, damages or otherwise;

     (b) all of the Borrower's claims, rights, powers, or privileges and
remedies under any Contract or Contract Document; and

     (c) all of the Borrower's rights under any Contract or Contract Document to
make determinations, to exercise any election (including, but not limited to,
election of remedies) or option or to give or receive any notice, consent,
waiver or approval together with full power and authority with respect to any
Contract or Contract Document to demand, receive, enforce or collect any of the
foregoing rights or any property which is the subject of any Contract or
Contract Document, to enforce or execute any checks, or other instruments or
orders, to file any claims and to take any action which, in the reasonable
opinion of the Agent, may be necessary or advisable in connection with any of
the foregoing (all of the foregoing in this Section 5.1, the "Contract Rights").

                                      -13-

<PAGE>

     Section 5.2 Remedies. Upon the occurrence and during the continuation of an
Event of Default (but not prior to such time), to the extent not prohibited by
applicable law, the Agent may enforce all remedies, rights, powers and
privileges of the Borrower under any or all of the Contracts and Contract
Documents which are Collateral and/or substitute itself or any nominee or
trustee in lieu of the Borrower as party to any of the Contracts and Contract
Documents which are Collateral and may notify the obligor of any Contract Right
(the Borrower hereby agreeing to deliver any such notice at the request of the
Agent) which is Collateral that all payments and performance under the relevant
Contract or Contract Document which is Collateral shall be made or rendered to
the Agent or such other Person as the Agent may designate in writing, with a
copy to the Borrower.

                                   ARTICLE VI

                                    REMEDIES

     Section 6.1 Remedies; Obtaining the Collateral Upon Default. Upon the
occurrence and during the continuation of an Event of Default, the Agent shall
have all the rights and remedies of a secured party under applicable law to
enforce this Security Agreement and the security interests contained herein,
and, in addition, the Agent may, upon the occurrence and during the continuation
of an Event of Default, in addition to its other rights and remedies hereunder,
including without limitation under Section 6.2 hereof, do any of the following
to the extent permitted by applicable law:

     (a) personally, or by trustees or attorneys, immediately take possession of
the Collateral or any part thereof, from the Borrower or any other Person who
then has possession of any part thereof with or without notice or process of
applicable law, and for that purpose may enter upon the Borrower's premises
where any of the Collateral is located and remove the same and use in connection
with such removal any and all services, supplies, aids and other facilities of
the Borrower;

     (b) instruct the obligor or obligors on any agreement, instrument or other
obligation constituting the Collateral to make any payment required by the terms
of such instrument, agreement or obligation directly to the Agent;

     (c) take possession of the Collateral or any part thereof, by directing the
Borrower in writing to deliver the same to the Agent at any place or places
designated by the Agent, in which event the Borrower shall at its own expense:

         (i)   forthwith cause the same to be moved to such place or places so
               designated by the Agent and there be delivered to the Agent;

         (ii)  store and keep any Collateral so delivered to the Agent at such
               place or places pending further action by the Agent as provided
               in Section 6.2; and

         (iii) while the Collateral shall be so stored and kept, provide such
               guards and maintenance services as shall be necessary to protect
               the same and to preserve and maintain them in good condition.

                                      -14-

<PAGE>

     Section 6.2 Remedies; Disposition of the Collateral. Any Collateral of
which the Agent has taken possession under or pursuant to Section 6.1 and any
other Collateral, whether or not so possessed by the Agent, may, upon the
occurrence and during the continuation of an Event of Default, to the extent
permitted by applicable law, be sold, leased or otherwise disposed of under one
or more contracts or as an entirety, and without the necessity of gathering at
the place of sale the property to be sold, and in general in such manner, at
such time or times, at such place or places and on such terms as the Agent may,
in compliance with any requirements of applicable law, determine to be
commercially reasonable. Any such disposition shall be made upon not less than
ten (10) days' written notice to the Borrower specifying the time such
disposition is to be made and, if such disposition shall be a public sale,
specifying the place of such sale. Any such sale may be adjourned by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. Any
of the Collateral may be sold, leased or otherwise disposed of, in the condition
in which the same existed when taken by the Agent or after any overhaul or
repair which the Agent shall determine to be commercially reasonable. To the
extent permitted by applicable law, the Agent or any Secured Party may itself
bid for and become the purchaser of the Collateral or any item thereof offered
for sale at a public auction without accountability to the Borrower (except to
the extent of any surplus money in excess of the aggregate outstanding amount of
the Secured Obligations).

     Section 6.3 Waiver.

     (a) EXCEPT AS OTHERWISE PROVIDED IN THIS SECURITY AGREEMENT, THE BORROWER
HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL
HEARING IN CONNECTION WITH THE AGENT'S TAKING POSSESSION OR THE AGENT'S
DISPOSITION OF ANY OF THE COLLATERAL, AND THE BORROWER, FOR ITSELF AND ALL WHO
MAY CLAIM UNDER IT, HEREBY FURTHER WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW:

         (i)   all damages occasioned by such taking of possession of any
               Collateral in a commercially reasonable manner;

         (ii)  all other requirements as to the time, place and terms of sale or
               other requirements with respect to the enforcement, in a
               commercially reasonable manner, of the Agent's rights hereunder;
               and

         (iii) all rights of redemption, appraisement, valuation, stay,
               extension or moratorium now or hereafter in force under any
               applicable law in order to prevent or delay the enforcement of
               this Security Agreement or the absolute sale of the Collateral or
               any portion thereof.

     (b) Without limiting the generality of the foregoing and to the extent
permitted by applicable law, during the continuation of an Event of Default, the
Borrower hereby: (i) authorizes the Agent, in its sole discretion and without
notice to or demand upon the Borrower and without otherwise affecting the
obligations of the Borrower hereunder from time to time, to take and hold other
collateral (in addition to the Collateral) other than any Excluded

                                      -15-

<PAGE>

Property for payment of any Secured Obligations, or any part thereof, and to
exchange, enforce or release such other collateral or any part thereof, and to
accept and hold any endorsement or guarantee of payment of the Secured
Obligations or any part thereof, and to release or substitute any endorser or
guarantor or any other person granting security for or in any way obligated upon
any Secured Obligations, or any part thereof; and (ii) waives and releases any
and all right to require the Agent to collect any of the Secured Obligations
from any specific item or items of Collateral or from any other party liable as
guarantor or in any other manner in respect of any of the Secured Obligations or
from any collateral (other than the Collateral) for any of the Secured
Obligations.

     (c) To the extent permitted by applicable law, any sale of, or the grant of
options to purchase, or any other realization upon, any Collateral shall operate
to divest all right, title, interest, claim and demand, either at law or in
equity, of the Borrower therein and thereto.

     Section 6.4 Application of Proceeds. The proceeds of any sale of, or other
realization upon, all or any part of the Collateral shall be applied by the
Agent as set forth in Section 8.03 of the Credit Agreements.

     Section 6.5 Remedies Cumulative; No Waiver. Each and every right, power and
remedy hereby specifically given to the Agent shall be in addition to every
other right, power and remedy specifically given under this Security Agreement,
under any other Security Document or now or hereafter existing at law or in
equity, or by statute, and each and every right, power and remedy whether
specifically herein given or otherwise existing may be exercised from time to
time or simultaneously and as often and in such order as may be deemed expedient
by the Agent. All such rights, powers and remedies shall be cumulative, and the
exercise or the partial exercise of one shall not be deemed a waiver of the
right to exercise of any other. No delay or omission of the Agent in the
exercise of any of its rights, remedies, powers and privileges hereunder or
partial or single exercise thereof and no renewal or extension of any of the
Secured Obligations, shall impair any such right, remedy, power or privilege or
shall constitute a waiver thereof.

     Section 6.6 Discontinuance of Proceedings. In case the Agent shall have
instituted any proceeding to enforce any right, power or remedy under this
Security Agreement by foreclosure, sale, entry or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Agent, then, in every such case, the Borrower, the
Agent and each holder of any of the Secured Obligations shall be restored to
their former positions and rights hereunder with respect to the Collateral,
subject to the security interest created under this Security Agreement, and all
rights, remedies and powers of the Agent shall continue as if no such proceeding
had been instituted.

                                  ARTICLE VII

                              CONCERNING THE AGENT

     Section 7.1 Agent's Rights. The provisions of Article IX of each Credit
Agreement shall inure to the benefit of the Agent in respect of this Security
Agreement and shall be binding upon the parties hereto.

                                      -16-

<PAGE>

     Section 7.2 Action by Nominees. Notwithstanding anything to the contrary in
this Security Agreement, any and all of the rights, powers and remedies of the
Agent under this Security Agreement may be exercised by any nominee(s) of the
Secured Parties or any other agent, person, trustee or nominee acting on behalf
of the Secured Parties, and the Agent may assign or delegate all or any part of
its rights and obligations under this Security Agreement to any one or more
agent(s), person(s), trustee(s) or other nominee(s).

     Section 7.3 Limitation on Duty of Agent in Respect of Collateral. Subject
to the provisions of applicable law, the Agent shall have no duty as to any
Collateral in its possession or control other than for its gross negligence or
willful misconduct or in the possession or control of any agent or bailee or any
income thereon or as to the preservation of rights against prior parties or any
other rights pertaining thereto. Subject to the provisions of applicable law,
the Agent shall not be liable or responsible for any loss or damage to any of
the Collateral, or for any diminution in the value thereof, by reason of the act
or omission of any warehouseman, carrier, forwarding agency, consignee or other
agent or bailee selected by the Agent, unless the Agent was grossly negligent in
the selection thereof. The Agent may, without notice to the Borrower except as
required by law and at any time or from time to time, charge, set-off and
otherwise apply all or any part of the Secured Obligations then due and payable
against any funds held with respect to the Collateral or in any other deposit
account.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     Section 8.1 Notices. Except as otherwise specified herein, all notices,
requests, demands, consents, instructions or other communications hereunder
shall be given in accordance with the terms of Section 10.01 of the Term Credit
Agreement.

     Section 8.2 Amendment. None of the terms and conditions of this Security
Agreement may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by the Borrower and the Agent (acting at the
direction of the Lenders in accordance with Section 10.05 of the Term Credit
Agreement).

     Section 8.3 Successors and Assigns. This Security Agreement shall be
binding upon and inure to the benefit of the Borrower, the Agent and the Secured
Parties and their respective successors and assigns permitted under the Credit
Agreements.

     Section 8.4 Survival. All agreements, statements, representations and
warranties made by the Borrower herein or in any certificate or other instrument
delivered by the Borrower or on its behalf under this Security Agreement shall
be considered to have been relied upon by the Agent and the Secured Parties and
shall survive the execution and delivery of this Security Agreement and the
other Loan Documents regardless of any investigation made by the Agent or any
Secured Party or on their behalf.

     Section 8.5 Headings Descriptive. The headings of the various Articles,
sections and paragraphs of this Security Agreement are for convenience of
reference only, do not constitute a part hereof and shall not affect the meaning
or construction of any provision hereof.

                                      -17-

<PAGE>

     Section 8.6 Severability. Any provision hereof that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and without affecting the validity or enforceability
of any provision in any other jurisdiction.

     Section 8.7 Governing Law. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS.

     Section 8.8 Judicial Proceedings; Waiver of Jury Trial. ANY JUDICIAL
PROCEEDING BROUGHT AGAINST THE BORROWER WITH RESPECT TO, OR ANY DISPUTE UNDER OR
ARISING OUT OF OR IN CONNECTION WITH, ANY SECURITY AGREEMENT CLAIM MAY BE
BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK, COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
SECURITY AGREEMENT, THE BORROWER (A) ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE
NONEXCLUSIVE JURISDICTION OF EACH SUCH COURT AND ANY RELATED APPELLATE COURT AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH ANY SECURITY AGREEMENT CLAIM AND (B) TO THE FULLEST EXTENT IT MAY LEGALLY
AND EFFECTIVELY DO SO, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
ACTION OR PROCEEDING IN SUCH JURISDICTION. THE BORROWER SHALL APPOINT AND
MAINTAIN CT CORPORATION SYSTEM, THE PRENTICE-HALL CORPORATION SYSTEM INC. OR A
SIMILAR ENTITY (THE "SERVICE AGENT") AS AGENT TO RECEIVE ON ITS BEHALF SERVICE
OF PROCESS IN ANY PROCEEDING IN A STATE OR FEDERAL COURT LOCATED IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK BY ENTERING INTO AN AGREEMENT AS OF THE
DATE OF THIS SECURITY AGREEMENT WITH THE SERVICE AGENT TO SUCH EFFECT, AND THE
BORROWER SHALL MAINTAIN SUCH AGREEMENT (OR AN APPROPRIATE SUBSTITUTE TO THE SAME
EFFECT WITH THE SAME OR A DIFFERENT SERVICE AGENT) FOR THE ENTIRE TERM OF THIS
SECURITY AGREEMENT. THE FOREGOING CONSENT TO JURISDICTION AND APPOINTMENT OF
AGENT TO RECEIVE SERVICE OF PROCESS SHALL NOT CONSTITUTE A GENERAL CONSENT TO
SERVICE OF PROCESS IN THE STATE OF NEW YORK FOR ANY PURPOSE EXCEPT AS PROVIDED
ABOVE AND SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN THE
AGENT, THE LENDERS, AND THE ISSUERS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
THE AGENT, ANY LENDER, ANY ISSUER OR ANY OTHER INDEMNIFIED PERSON TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE
AGENT, ANY LENDER, ANY ISSUER, OR ANY OTHER INDEMNIFIED PERSON TO BRING
PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IN
LIGHT OF THE EXPRESS AGREEMENT OF THE BORROWER TO SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF NEW YORK COURTS FOR THE RESOLUTION OF ANY AND ALL

                                      -18-

<PAGE>

DISPUTES ARISING UNDER THIS SECURITY AGREEMENT AND BROUGHT IN NEW YORK COURTS
PURSUANT TO THIS SECTION 8.8, THE BORROWER FURTHER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL AFFIRMATIVE DEFENSES IT COULD OR MIGHT OTHERWISE BE ABLE TO ASSERT BASED
ON AN ALLEGED INCAPACITY OF THE BORROWER TO ASSERT A CLAIM OR COUNTER-CLAIM IN
THE STATE COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN
WHETHER ON THE GROUNDS THAT THE BORROWER HAS FAILED TO COMPLY WITH ANY OR ALL
REGISTRATION, CERTIFICATION, NOTIFICATION, FILING OR DESIGNATION-OF-AGENT
GOVERNMENTAL REQUIREMENTS OF THE STATE OF NEW YORK OR ON OTHER GROUNDS. THE
BORROWER AND EACH OTHER PARTY HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING ANY CLAIM ARISING OUT OF, RELATING TO OR IN
CONNECTION WITH ANY SECURITY AGREEMENT CLAIM. THE BORROWER AND EACH OTHER PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS SECRUITY AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.8.
THE PROVISIONS OF THIS SECTION 8.8 SHALL SURVIVE THE TERMINATION OF THIS
SECURITY AGREEMENT AND THE PAYMENT IN FULL OF THE SECURED OBLIGATIONS.

     Section 8.9 Agent May Perform. If the Borrower fails to perform any
agreement contained herein, the Agent may itself perform, or cause the
performance of, such agreement, and the reasonable expenses of the Agent
incurred in connection therewith shall be payable by the Borrower.

     Section 8.10 Termination; Release. When all Secured Obligations have been
satisfied or irrevocably paid in full and the Commitments have expired or are
terminated, this Security Agreement shall terminate (except as provided in
Section 8.8), and the Agent, at the expense of the Borrower, will promptly
execute and deliver to the Borrower the proper instruments acknowledging the
termination of this Security Agreement and the release of the Collateral and
promptly deliver or authorize appropriate filings evidencing the same, and will
duly assign, transfer and deliver to the Borrower (without recourse and without
any representation or warranty of any kind) such of the Collateral as may be in
the possession of the Agent and has not theretofore been sold or otherwise
applied or released pursuant to this Security Agreement, and shall take such
other action as the Borrower may reasonably request to effectuate the foregoing.

     Section 8.11 Reinstatement. This Security Agreement shall continue to be
effective or be reinstated, as the case may be, if at any time any amount
received by the Agent in respect of the Secured Obligations is rescinded or must
otherwise be restored or returned by the Agent

                                      -19-

<PAGE>

upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or upon the appointment of any intervenor or conservator of, or
trustee or similar official for, the Borrower or any substantial part of its
assets, or otherwise, all as though such payments had not been made.

     Section 8.12 Counterparts. This Security Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which, when so executed, shall be deemed to be an original, and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Security Agreement by
telecopier shall be effective as delivery of an original executed counterpart of
this Security Agreement.

     Section 8.13 Conflicting Terms. To the extent a term or provision of this
Security Agreement conflicts with the Credit Agreements, the Credit Agreements
shall control with respect to such term or provision.

     Section 8.14 No Third Party Beneficiaries. The agreements of the parties
hereto are solely for the benefit of the Borrower, the Agent, and the Secured
Parties, and no Person (other than the parties hereto and the Secured Parties)
shall have any rights hereunder.

     Section 8.15 Information. The Borrower will furnish to the Agent from time
to time statements and schedules further identifying and describing the
Collateral of the Borrower and such other reports in connection with such
Collateral as the Agent may reasonably request, all in reasonable detail.

     Section 8.16 Indemnity. The Borrower shall pay on demand to the Agent the
amount of any and all expenses that are payable under Section 10.02 of the Term
Credit Agreement or Section 10.02 of the Revolving Credit Agreement.

                  [Remainder of Page Intentionally Left Blank]

                                      -20-

<PAGE>

                                        LYONDELL-CITGO REFINING LP

                                        By: ____________________________________

                                        Name:

                                        Title:

                                        CREDIT SUISSE FIRST BOSTON, as
                                        Collateral Agent for the Secured Parties

                                        By: ____________________________________

                                        Name:

                                        Title:

                                      -21-

<PAGE>

                                                                       EXHIBIT C

                                FORM OF MORTGAGE

                                                                       Texas DOT

                                                            Harris County, Texas

             DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY
               AGREEMENT, FIXTURE FILING, AND FINANCING STATEMENT

This instrument is to be filed for record, among other places, in the real
estate records. Products and Proceeds of the Trust Estate are also covered. This
instrument covers Fixtures in which Grantor owns an interest. This instrument
contains an assignment of rents and leases. This instrument contains
after-acquired property and future advance provisions.

                                      FROM

                           LYONDELL-CITGO REFINING LP,
                    a Delaware limited partnership, having an
               address as set forth on Schedule I attached hereto,
                                   as Grantor

<PAGE>

                                       TO

                                Richard C. Rice,
                                    having an
               address as set forth on Schedule I attached hereto,
                                   as Trustee

                               FOR THE BENEFIT OF

                           CREDIT SUISSE FIRST BOSTON,
                         having an address as set forth
                         on Schedule I attached hereto,
                               as Collateral Agent

                                December 10, 2002

                       ***********************************

RECORDED DOCUMENT SHOULD BE RETURNED TO:

Bracewell & Patterson, L.L.P.

711 Louisiana, South Tower Pennzoil Place, Suite 2900

Houston, Texas 77002

Attn:    Scott M. Holmes

                                       2

<PAGE>

             DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY
               AGREEMENT, FIXTURE FILING, AND FINANCING STATEMENT

     This DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT,
FIXTURE FILING, AND FINANCING STATEMENT (this "Deed of Trust") is executed and
delivered by LYONDELL-CITGO REFINING LP, a Delaware limited partnership
("Grantor"), to Richard C. Rice ("Trustee") (or any successor or substitute
appointed and designated as herein provided from time to time acting hereunder,
being referred to herein as "Trustee") for the benefit of CREDIT SUISSE FIRST
BOSTON, as Collateral Agent under the Revolving Agreement and the Term Agreement
("Beneficiary").

                             PRELIMINARY STATEMENTS

     A. The Grantor has entered into multiple financing transactions, which are
governed by the Loan Documents. B. It is a condition to certain transactions
under the Loan Documents that Grantor shall have executed and delivered this
Deed of Trust.

                                    AGREEMENT

     NOW, THEREFORE, Grantor hereby delivers this Deed of Trust to Trustee in
favor of and for the benefit of Beneficiary in accordance with the terms and
conditions below.

                                   ARTICLE XI
                                   DEFINITIONS

     ALL CAPITALIZED TERMS USED IN THIS DEED OF TRUST AND NOT OTHERWISE DEFINED
HEREIN, BUT DEFINED IN THE CREDIT AGREEMENTS, SHALL HAVE THE MEANINGS ASCRIBED
TO SUCH TERMS IN THE CREDIT AGREEMENTS. IN THE CASE OF TERMS THAT ARE DEFINED
DIFFERENTLY IN THE REVOLVING AGREEMENT AND THE TERM AGREEMENT, SUCH TERMS AS
USED HEREIN SHALL HAVE THE COLLECTIVE MEANING OF BOTH SUCH DEFINITIONS. AS USED
IN THIS DEED OF TRUST, THE FOLLOWING TERMS HAVE THE MEANINGS ASSIGNED TO THEM
BELOW:

     Section 11.01 "Assigned Books and Records" means any and all of Grantor's
Books and Records relating to any portion of the Trust Estate but which excludes
Grantor's Books and

<PAGE>

Records which relate exclusively to either the organizational or governance
proceedings of Grantor or Excluded Property.

     Section 11.02 "Books and Records" means all documents instruments, papers,
books, records, books of account, files and data (including customer and
supplier lists), catalogs, brochures, sales literature, promotional material,
certificates and other documents used in or associated with the ownership or
operation of any portion of the Trust Estate, including without limitation
financial statements, ledgers, minute books, operating data and environmental
studies and plans.

     Section 11.03 "Credit Agreements" means, collectively, (i) the Revolving
Credit Agreement dated as of the date hereof (as amended, modified, supplemented
or restated from time to time), by and among the Grantor, Credit Suisse First
Boston as administrative agent, the Issuers (as defined therein), and the
Lenders (as defined therein), together with the arrangers, issuers and agents
set forth therein (the "Revolving Agreement") and (ii) the Term Credit Agreement
dated as of the date hereof (as amended, modified, supplemented or restated from
time to time), by and among the Grantor, Credit Suisse First Boston as
administrative agent, and the Lenders (as defined therein), together with the
arrangers and agents set forth therein (the "Term Agreement").

     Section 11.04 "Data" means all (a) engineering and other technical data,
summaries, reports, drawings and maps, whether written or in electronically
reproducible form, that are in the possession of Grantor and that relate to any
other portion of the Trust Estate; and (b) all other books, records, files and
magnetic tapes containing financial, title or other information that are in the
possession of Grantor and relate to, are necessary for, or are used or held for
use in connection with any other portion of the Trust Estate.

     Section 11.05 "Default Event" means an "Event of Default" as defined in
either of the Credit Agreements.

     Section 11.06 "Fixtures" means any and all of Grantor's right, title and
interest now owned or hereafter acquired in all "fixtures" as defined under the
UCC or Property that, as a result of being incorporated into realty or
structures or improvements, with the intent that they remain there permanently,
constitute fixtures under the laws of the state in which such Property is
located. "Fixtures" as used in this Deed of Trust includes, but shall not be
limited to, the Company Pipelines and all pipe that comprises part of any other
pipeline system owned by Grantor, and any and all additions, substitutions and
replacements of any of the foregoing, wherever located, including all
improvements thereon and all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto together with all proceeds,
products, renewals, increases, profits, substitutions, replacements, additions,
and accessions of any of the foregoing. "Fixtures" shall include, without
limitation, the pipelines more fully described on Exhibit B attached hereto.

                                       2

<PAGE>

     Section 11.07 "Hydrocarbons" means oil, gas, coal seam gas, coalbed
methane, casinghead gas, drip gasoline, natural gasoline, condensate,
distillate, and all other liquid and gaseous hydrocarbons produced or to be
produced in conjunction therewith from a well bore and all products,
by-products, and other substances derived therefrom or the processing thereof
including, without limitation, Refined Hydrocarbons, and all other minerals and
substances produced in conjunction with such substances, including sulfur,
geothermal steam, water, carbon dioxide, helium, and any and all minerals, ores,
or substances of value and the products and proceeds therefrom.

     Section 11.08 "Land" means any and all of Grantor's right, title and
interest now owned or hereafter acquired, in all real property, including,
without limitation, fee interests, easements, rights-of-way, servitudes, and all
other interests and any buildings and improvements located thereon, and
additionally including (a) the real property interests particularly described or
referred to in Exhibit A, Part 1 attached hereto or the descriptions of which
are incorporated by reference to another instrument or document described or
referred to in any part of Exhibit A attached hereto, (b) the real property
interests described or referred to, or covered by any Contract or Lease, and (c)
all interest in unextracted minerals and mineral rights associated therewith,
all together with all tenements, hereditaments, privileges, easements,
franchises, rights-of-way, rights, appendages, licenses, appurtenances and other
rights now or hereafter belonging or in anywise appertaining to all such
properties including, without limitation, the easements more fully described on
Exhibit A, Part 2.

     Section 11.09 "Leases" means any and all of Grantor's right, title and
interest now owned or hereafter acquired in all leases or subleases covering the
Land or any portion thereof now or hereafter existing or entered into.

     Section 11.10 "Maximum Rate" means the highest non-usurious interest rate
permissible under all Governmental Requirements of the jurisdiction where the
Land is located.

     Section 11.11 "Operating Equipment" shall mean any and all of Grantor's
right, title and interest now owned or hereafter acquired in tangible personal
property, surface or subsurface machinery, equipment, facilities, supplies or
other tangible personal property of whatsoever kind or nature now or hereafter
located on or under or affixed to any of the Land, or now or hereafter used,
held for use in connection with the exploration, development and operation of
the Lands and the treatment, storage, processing or transportation of
Hydrocarbons, including, without limitation, all oil wells, gas wells, water
wells, injection wells, gas processing plants, casing, tubing, rods, pumps,
pumping units and engines, christmas trees, derricks, separators, gun barrels,
flow lines, tanks, tank batteries, gas systems (for gathering, treating,
compression, disposal or injection), chemicals, solutions, water systems (for
treating, disposal and injection), pipe, pipelines, meters, apparatus, boilers,
compressors, liquid extractors, connectors, valves, fittings, power plants,
poles, lines, cables, wires, transformers, starters and controllers, machine
shops, tools, machinery and parts, storage yards and equipment stored therein,
buildings and camps, telegraph, telephone and other communication systems,
roads, loading docks, loading

                                        3

<PAGE>

racks and shipping facilities, fixtures, and other appurtenances, appliances and
tangible personal property of every kind and character, movable or immovable,
together with all improvements, betterments and additions, accessions and
attachments thereto and replacements thereof. Without limiting the generality of
the foregoing, the "Operating Equipment" shall not include any items
incorporated into realty or structures or improvements located therein or
thereon in such a manner that such items no longer remain personalty under the
laws of the state in which such equipment is located.

     Section 11.12 "Personal Property" means any portion of the Property
comprising the Trust Estate that is considered personal property under the law
of the state in which such Property is located such that the security interest
granted by Grantor attaches to such Property.

     Section 11.13 "Proceeds" means "proceeds" as that term is defined in the
UCC, and includes, but is not limited to, all proceeds of any or all of the
Trust Estate, including without limitation (a) any and all proceeds of, and all
claims for, any insurance, indemnity, warranty or guaranty payable from time to
time with respect to any of the Trust Estate, (b) any and all payments (in any
form whatsoever) made or due and payable from time to time in connection with
any requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Trust Estate by any Governmental Authority (or any person acting
under color of governmental authority), (c) all proceeds received or receivable
when any or all of the Trust Estate is sold, exchanged or otherwise disposed,
whether voluntarily, involuntarily, in foreclosure or otherwise, and (d) any and
all other amounts from time to time paid or payable under or in connection with
any of the Trust Estate.

     Section 11.14 "Rents" means all rents, issues, profits, revenues,
royalties, income and other benefits derived from the Trust Estate.

     Section 11.15 "Refined Hydrocarbons" means all products refined, separated,
fractionated, settled, and dehydrated from Hydrocarbons and all products derived
therefrom, including, without limitation, kerosene, liquefied petroleum gas,
refined lubricating oils, diesel fuels, drip gasoline, natural gasoline, helium,
sulfur and all other minerals.

     Section 11.16 "Trust Estate" means (i) with respect to the lien of this
Deed of Trust, the Land, and each of the following subsections (b) through (q)
to the extent they relate to or are located in or upon the Land, and (ii) with
respect to the security interest granted to Beneficiary pursuant to this Deed of
Trust, each of subsections (a) through (q) to the extent such Property is
capable of being encumbered by the security interest:

     (a) the Land;

     (b) the Rents;

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     (c) the Leases;

     (d) the Fixtures;

     (e) the Operating Equipment;

     (f) the Assigned Books and Records;

     (g) the Proceeds;

     (h) the Data;

         (i)   any (i) other Property owned by Grantor, which comprises a part
               of, is necessary for, is used or is held for use in connection
               with the Land, the Operating Equipment, or any other portion of
               the Trust Estate described in this Deed of Trust or (ii) rights,
               powers, privileges and other benefits of Grantor (to the extent
               assignable) now or hereafter obtained under any Leases or from
               any Governmental Authority; and

         (j)   any of the foregoing acquired by Grantor at any time after the
               date of this Deed of Trust.

          Notwithstanding anything to the contrary herein, the Trust Estate
          shall not include the Excluded Property.

     Section 11.17 "UCC" means, at any time, the Uniform Commercial Code in
effect in the State of New York at that time.

     Section 11.18 INTERPRETATION. All meanings assigned to any defined terms
used in this Deed of Trust, unless otherwise indicated, are to be equally
applicable to both the singular and plural forms of the terms defined. Article,
Section, Schedule, and Exhibit references are to Articles, Sections, Schedules
and Exhibits to this Deed of Trust, unless otherwise specified. All references
to instruments, documents, contracts, and agreements are references to such
instruments, documents, contracts, and agreements as the same may be amended,
supplemented, and otherwise modified from time to time, unless otherwise
specified. The words "hereof",

                                       5

<PAGE>

"herein" and "hereunder" and words of similar import when used in this Deed of
Trust shall refer to this Deed of Trust as a whole and not to any particular
provision of this Deed of Trust.

                                  ARTICLE XII
                              Creation of Security

     Section 12.01 Granting Clause.

     (a) CONVEYANCE. In consideration of the advance or extension by the Secured
Parties of the funds or credit constituting the Secured Obligations, Grantor, by
this Deed of Trust does hereby grant, convey, sell, transfer, and assign with a
general warranty of title, for the uses, purposes and conditions hereinafter set
forth all of Grantor's estate, right, title, interest, property, claim and
demand, now or hereafter arising, in and to the Trust Estate unto Trustee, and
Trustee's successors, substitutes and assigns, for the benefit of Beneficiary,
IN TRUST WITH POWER OF SALE, as security for the prompt and complete payment and
performance when due of all Secured Obligations and all renewals, extensions and
modifications of such obligations, and the performance of the covenants and
agreements of Grantor contained in the Loan Documents, subject, however, to the
Permitted Liens.

TO HAVE AND TO HOLD THE TRUST ESTATE, whether now owned or hereafter acquired,
unto Trustee, Trustee's successors, substitutes and assigns IN TRUST for the
benefit of Beneficiary, forever, together with all and singular the rights and
appurtenances thereto in anywise belonging, to secure full and punctual payment
of the Secured Obligations and the performance of the covenants of Grantor
contained in this instrument. Grantor does hereby bind itself, its successors
and permitted assigns, to warrant and forever defend all and singular the Trust
Estate unto the Trustee and Trustee's successors, substitutes and assigns,
against every person whomsoever lawfully claiming or to claim the same, or any
part thereof, subject to the Permitted Liens.

     (b) SECURITY INTEREST. For the same consideration and to further secure the
Secured Obligations, Grantor hereby grants to Beneficiary a security interest in
and to the Trust Estate.

     Section 12.02 Assignment of Liens. For the same consideration and to
further secure the Secured Obligations, Grantor hereby assigns and conveys to
Beneficiary for its benefit (a) any Liens held by Grantor arising under any
security agreement to which Grantor is a party as a secured party and any Liens
held by Grantor attributable to the interest of Grantor in the Hydrocarbons and
(b) any Liens held by Grantor arising under Section 9.343(a) of the Texas
Business and Commerce Code and the Liens granted to Grantor pursuant to Section
9.343(d) attributable to the interest of Grantor in the Hydrocarbons.

                                       6

<PAGE>

     Section 12.03 Assignment of Rents and Leases. Grantor hereby presently and
absolutely assigns, transfers, conveys and sets over to Beneficiary all of
Grantor's estate, right, title and interest in, to and under the Leases, whether
existing on the date hereof or hereafter entered into, together with any
changes, extensions, revisions or modifications thereof and all rights, powers,
privileges, options and other benefits of Grantor as the lessor under the Leases
regarding the current tenants and any future tenants, and all the Rents from the
Leases, including those now due, past due or to become due and all Proceeds of
the Hydrocarbons or attributable to the Land and the Leases. Grantor irrevocably
appoints Beneficiary its true and lawful attorney-in-fact, at the option of
Beneficiary, at any time and from time to time during the existence of a Default
Event, to exercise any of Grantor's rights under the Leases, and to demand,
receive and enforce payment, to give receipts, releases and satisfaction and to
sue, in the name of Grantor or Beneficiary, for all of the Rents. The power of
attorney granted hereby shall be irrevocable and coupled with an interest and
shall terminate only upon the payment of all sums due Beneficiary for all
losses, costs, damages, fees and expenses whatsoever associated with the
exercise of this power of attorney, and Grantor hereby releases Beneficiary from
all liability (SPECIFICALLY INCLUDING ANY LIABILITY DUE TO BENEFICIARY'S
NEGLIGENCE, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT OR ACTIVE OR
PASSIVE, but not as a result of the gross negligence or willful misconduct of
Beneficiary) whatsoever for the exercise of the foregoing power of attorney and
all actions taken pursuant thereto. The consideration received by Grantor to
execute and deliver this assignment and the liens and security interests created
herein is legally sufficient and will provide a direct economic benefit to
Grantor. It is intended by Grantor and Beneficiary that the assignment set forth
herein constitutes an absolute assignment and not merely an assignment for
additional security. Notwithstanding the foregoing, this assignment shall not be
construed to bind Beneficiary to the performance of any of the covenants,
conditions or provisions of Grantor contained in the Leases or otherwise to
impose any obligation upon Beneficiary. So long as no Default Event shall have
occurred and be continuing, Grantor shall have a license, revocable by
Beneficiary during the existence of a Default Event, to possess and control the
Leases and collect and receive all Rents. Upon a Default Event such license
shall be automatically revoked. The assignment is not intended to constitute a
payment of the Secured Obligations and, therefore, Grantor and Beneficiary
specifically intend that the Secured Obligations shall not be reduced by the
value of the Rents and Leases assigned. Such reduction shall occur only if, and
to the extent that, Beneficiary actually receives Rents and applies such Rents
to the Secured Obligations.

     Section 12.04 Security for Obligations. The Liens and other rights granted
pursuant to Section 2.1 of this Deed of Trust secure, and the Trust Estate is
security for, the prompt performance and payment in full in cash when due,
whether at stated maturity, by acceleration or otherwise, of the Secured
Obligations. Notwithstanding that the balance of the Secured Obligations may at
certain times be zero and that no Secured Obligations may at certain times be
outstanding, the Liens granted hereunder and this Deed of Trust shall remain in
full force and effect at all times and with the same priority until the payment
in full of all principal of, and interest on, the Loans and all other accrued
Obligations and termination of the Commitments and all Letters of Credit.

                                       7

<PAGE>

     Section 12.05 Products and Proceeds. The Liens and security interests
granted by Grantor to Beneficiary under this Deed of Trust include all products
and Proceeds of the Trust Estate.

                                  ARTICLE XIII
                   REPRESENTATIONS, Warranties, and Covenants

     Section 13.01 Grantor represents and warrants as follows:

          (i) Grantor's address, place of business, residence, chief executive
     office is set forth in the Schedule I attached hereto, and there has been
     no change in the location of Grantor's place of business, residence, chief
     executive office and office where it keeps such records and no change of
     Grantor's name during the four months immediately preceding the date of
     this Deed of Trust.

          (ii) Grantor's (A) federal tax identification number, (B) state of
     formation or organization, as applicable and (C) correctly-spelled name is
     set forth on Schedule I attached hereto.

     Section 13.02 After-Acquired Trust Estate. Any and all of the Trust Estate
which is hereafter acquired shall immediately, without further conveyance,
assignment, or act on the part of Grantor, Trustee or Beneficiary, be subject to
the Lien granted pursuant to this instrument as fully and completely as though
specifically described herein.

                                  ARTICLE XIV
                                     Default

     Upon the occurrence of any Default Event, or at any time thereafter, but
subject to Section 8.02 of the Credit Agreements, Beneficiary may
simultaneously, or thereafter, without any further notice to Grantor, exercise
any other right or remedy provided in this Deed of Trust or otherwise existing
under any of the Loan Documents.

                                   ARTICLE XV
                                    remedies

     Section 15.01 Remedies. Upon the occurrence and during the continuance of a
Default Event, but subject to Section 8.02 of the Credit Agreements, Beneficiary
may:

                                        8

<PAGE>

     (a)  Either in person or by agent, with or without bringing any action or
proceeding, or by a receiver appointed by a court, and without regard to the
adequacy of its security, enter upon and take possession of the Trust Estate or
any part thereof and do any acts which it deems necessary or desirable to
preserve the value, marketability or rentability of the Trust Estate, or part
thereof or interest therein, increase the income therefrom or protect the
security hereof and, with or without taking possession of the Trust Estate, take
any action described herein (to the extent permitted by Governmental
Requirements), sue for or otherwise collect the Rents, including those past due
and unpaid, and apply the same, less reasonable costs and expenses of operation
and collection including reasonable attorneys' fees, upon the Secured
Obligations, all in such order as Beneficiary may determine. The entering upon
and taking possession of the Trust Estate, the taking of any action described
herein, the collection of such Rents, and the application thereof as aforesaid,
shall not cure or waive any Default Event or notice of default or invalidate any
act done in response to such Default Event or pursuant to such notice of default
and, notwithstanding the continuance in possession of the Trust Estate or the
collection, receipt and application of Rents, Beneficiary shall be entitled to
exercise every right provided for in any of the Loan Documents or by law upon
any Default Event, including the right to exercise the power of sale herein
conferred.

     (b)  Exercise any or all of the remedies available to a secured party under
the UCC, including, without limitation:

          (i)    Either personally or by means of a court appointed receiver,
                 commissioner or other officer, take possession of all or any of
                 the Personal Property and exclude Grantor and all others
                 claiming under Grantor therefrom, and thereafter hold, store,
                 use, operate, manage, maintain and control, make repairs,
                 replacements, alterations, additions and improvements to and
                 exercise all rights and powers of Grantor in respect of the
                 Personal Property or any part thereof. In the event Beneficiary
                 demands or attempts to take possession of the Personal Property
                 in the exercise of any rights under any of the Loan Documents,
                 Grantor hereby promises and agrees to promptly turn over and
                 deliver complete possession thereof to Beneficiary;

          (ii)   Without notice to or demand upon Grantor, make such payments
                 and do such acts as Beneficiary may deem necessary to protect
                 its security interest in the Personal Property, including,
                 without limitation, paying, purchasing, contesting or
                 compromising any encumbrance, charge or lien which is prior to
                 or superior to the security interest granted hereunder and, in
                 exercising any such powers or authority, to pay all reasonable
                 expenses incurred in connection therewith;

          (iii)  Require the Grantor to assemble the Personal Property or any
                 portion thereof, at the Land, and promptly to deliver such
                 Personal Property to

                                       9

<PAGE>

                 Beneficiary, or an agent or representative designated by it.
                 Beneficiary, and its agents and representatives, shall have the
                 right to enter upon any or all of Grantor's Property to
                 exercise Beneficiary's rights hereunder; and

          (iv)   Sell, lease or otherwise dispose of the Personal Property at
                 public sale, with or without having the Personal Property at
                 the place of sale, and upon such terms and in such manner as
                 Beneficiary may determine. Beneficiary may be a purchaser at
                 any such sale. Unless the Personal Property is perishable or
                 threatens to decline speedily in value or is of a type
                 customarily sold on a recognized market, Beneficiary shall give
                 the Grantor at least 10 days prior written notice of the time
                 and place of any public sale of the Personal Property or other
                 intended disposition thereof. Grantor hereby acknowledges and
                 agrees that delivery of such notice in accordance with this
                 Deed of Trust shall constitute adequate delivery of such notice
                 to Grantor. Any sale made pursuant to the provisions of this
                 subsection shall be deemed to have been a public sale conducted
                 in a commercially reasonable manner if held contemporaneously
                 with the sale of all or a portion of the other Trust Estate
                 under a foreclosure upon giving the same notice with respect to
                 the sale of the Personal Property hereunder as is required for
                 such sale of the other Trust Estate under a foreclosure, and
                 such sale shall be deemed to be pursuant to a security
                 agreement covering both real and personal property under the
                 UCC.

     (c)  Commence, or cause Trustee to commence, or exercise the power of sale
under, an action to foreclose this Deed of Trust in a single parcel or in
several parcels, appoint a receiver, specifically enforce any of the covenants
hereof or direct Trustee to sell Grantor's right, title and interest in the
Trust Estate pursuant to the power of sale herein conferred. If Beneficiary
elects to sell Grantor's interest in the Trust Estate by exercise of the power
of sale herein contained, Beneficiary shall notify Trustee in the manner, if
any, then required by law. Upon receipt of such notice from Beneficiary and at
the direction of Beneficiary, Trustee shall cause to be recorded, published and
delivered such notices of default and notices of sale as may then be required by
Governmental Requirements and by this Deed of Trust including, without
limitation, those required by Section 51.002 of the Texas Property Code, or any
successor provisions hereafter enacted. Grantor hereby designates as Grantor's
address for the purpose of notice the address set out in Schedule I hereto;
provided that Grantor may by written notice to Trustee designate a different
address for notice purposes. Any such notice of change of address of Grantor
shall be effective upon receipt. Grantor agrees that no notice of any sale other
than as set out in this paragraph need be given by Trustee, Beneficiary or any
other person. Trustee shall, only at the direction of Beneficiary and without
demand on Grantor, after such time as may then be required by law and after
recordation of such notice of default and after notice of sale having been given
as required by Governmental Requirements and in accordance with the requirements
of Section 51.002 of the Texas Property Code, as amended, or any successor
provisions hereafter enacted, sell all of Grantor's right, title and interest in
the Trust Estate at the place of sale fixed by it in such notice of sale, either
as a whole, or in separate lots or parcels or items as Beneficiary shall deem
expedient, and in such order as it may determine, at public

                                       10

<PAGE>

auction to the highest bidder for cash in lawful money of the United States
payable at the time of sale, or as otherwise may then be required by
Governmental Requirements; provided, that Beneficiary may bid credit against the
Secured Obligations. Trustee shall deliver to such purchaser or purchasers
thereof its good and sufficient deed or deeds conveying the Property so sold,
with general warranty of title by Grantor and its successors and assigns. The
recitals in such deed of any matters or facts shall be conclusive proof of the
truthfulness thereof. Any person, including, without limitation, Grantor,
Trustee or Beneficiary, may purchase at such sale. Trustee or Beneficiary may
sell not only the real property but also the Personal Property and other
interests which are a part of the Trust Estate, or any part thereof, as a unit
and as a part of a single sale, or may sell any part of the Trust Estate
separately from the remainder of the Trust Estate. Trustee or Beneficiary shall
not be required to take possession of any part of the Trust Estate or to have
any of the Personal Property present at any sale of the Trust Estate. Trustee or
Beneficiary may appoint or delegate any one or more Persons as agent to perform
any act or acts necessary or incident to any sale held by Trustee or
Beneficiary, including the posting of notices and the conduct of sale, but in
the name and on behalf of Beneficiary or Trustee. The sale by the Trustee of
less than the whole of the Trust Property shall not exhaust the power of sale
herein granted, and the Trustee is specifically empowered to make a successive
sale or sales under such power until the whole of the Trust Property shall be
sold; provided, however, that Grantor shall never have any right to require the
sale of less than the whole of the Trust Property, but the Beneficiary shall
have the right, at its sole election, to request the Trustee to sell less than
the whole of the Trust Property. In the event any sale hereunder is not
completed or is defective in the opinion of Trustee or Beneficiary, such sale
shall not exhaust the power of sale hereunder, and Trustee or Beneficiary shall
have the right to cause a subsequent sale or sales to be made hereunder. Grantor
further agrees that in case of any sale hereunder, it will at once surrender
possession of the Trust Property so sold, and will from that moment become and
be the tenant at will of the purchaser, and removable by process as upon a
forcible and unlawful detainer suit, hereby agreeing to pay such purchaser the
reasonable rental value of such Trust Property after such sale plus all
expenses, including legal fees, incurred by the purchaser.

To the extent Section 51.003 of the Texas Property Code (or any amendment
thereto) requires that the "fair market value" of the Trust Property shall be
determined as of the foreclosure date in order to enforce a deficiency against
Trustor, the term "fair market value" shall include those matters required by
law and shall also the following additional factors:

     (I)  The Trust Property shall be valued "AS IS, WHERE IS" and "WITH ALL
     FAULTS", and there shall be no assumption of restoration or refurbishment
     of any improvements after the date of the foreclosure; and

     (II) The "fair market value" shall be reduced by deducting from such value
     the reasonable estimated closing costs relating to the sale of the Trust
     Property including, without limitation, brokerage commissions, title policy
     expenses, tax prorations, escrow fees and other charges typically incurred
     by a seller of real property comparable to the Refinery.

                                       11

<PAGE>

     (d)  Trustee may in any manner provided by Governmental Requirements
postpone sale of all or any portion of the Trust Estate.

     Section 15.02 Proceeds. The proceeds of any sale of the Trust Estate or any
part thereof shall be applied (a) first, to payment of all reasonable costs,
fees and expenses, including reasonable attorneys' fees, costs of evidence of
title and expenses incurred by Beneficiary or Trustee in foreclosing this Deed
of Trust, and (b) second, to the payment of the Secured Obligations pursuant to
Section 8.03 of the Credit Agreements. Grantor shall be liable for any
deficiency remaining after sale.

     Section 15.03 Appointment of Receiver. If a Default Event shall have
occurred and be continuing, but subject to Section 8.02 of the Credit
Agreements, Beneficiary, as a matter of right and without notice to Grantor or
anyone claiming under Grantor, and without regard to the then value of the Trust
Estate or the interest of Grantor therein, or the insolvency of Grantor or the
then-owner of the Trust Estate, may seek the appointment of a receiver for the
Trust Estate upon ex parte application to any court of the competent
jurisdiction. Grantor waives any right to any hearing or notice of hearing prior
to the appointment of a receiver. Such receiver shall be empowered to, among
other things, (a) take possession of the Trust Estate and any businesses
conducted by Grantor thereon and any Property used in connection therewith, (b)
exclude Grantor and Grantor's agents, servants and employees from the Trust
Estate, or, at the option of the receiver, in lieu of such exclusion, to collect
a fair market rental from any such Persons occupying any part of the Trust
Estate, (c) collect the Rents, (d) do such maintenance and make such repairs and
alterations as the receiver deems necessary, (e) use all stores of materials,
supplies and maintenance equipment on the Trust Estate and replace such items at
the expense of the receivership estate, (f) pay all taxes and assessments
against the Trust Estate, all premiums for insurance thereon, all utility and
other operating expenses, and all sums due under any prior or subsequent
encumbrance, (g) request that Beneficiary advance such funds as may reasonably
be necessary to the effective exercise of the receiver's powers, on such terms
as may be agreed upon by the receiver and Beneficiary, but not at an interest
rate in excess of the Default Rate and (h) generally do anything that Grantor
could legally do if Grantor was in possession of the Trust Estate. All
reasonable expenses incurred by the receiver or his agents, including
obligations to repay funds borrowed by the receiver, shall constitute a part of
the Secured Obligations.

     Section 15.04 Waiver of Marshalling, Appraisement. Grantor agrees, to the
full extent that Grantor may lawfully so agree, that Grantor will not at any
time insist upon or plead or in any manner whatever claim the benefit of any
appraisement, valuation, stay, extension or redemption law, now or hereafter in
force, in order to prevent or hinder the enforcement or foreclosure of this Deed
of Trust, the absolute sale of the Trust Estate, including without limitation,
the Land, or the possession thereof by any purchaser at any sale made pursuant
to this Deed of Trust or pursuant to the decree of any court of competent
jurisdiction; and Grantor, for itself and all who may claim through or under
Grantor, hereby waives the benefit of all such laws and, to the extent that
Grantor may lawfully do so under any Governmental Requirements, waives any and
all rights to have the Trust Estate, including without limitation, the Land,
marshaled upon any foreclosure of the Lien hereof or sold in inverse order of
alienation. Grantor

                                       12

<PAGE>

agrees that Trustee may sell the Trust Estate, including without limitation, the
Land, in part, in parcels or as an entirety as directed by Beneficiary.

     Section 15.05 Costs and Expenses. All sums advanced or costs or expenses
incurred by Beneficiary or Trustee (either directly or on their behalf or by any
receiver appointed hereunder) in protecting and enforcing its rights hereunder
shall constitute a demand obligation owing by Grantor to Beneficiary as part of
the Secured Obligations. Grantor hereby agrees to repay such sums on demand plus
interest thereon from the date of the advance or incurrence until reimbursement
of Beneficiary at the Default Rate.

     Section 15.06 Remedies for Assignment of Rents and Leases.

     (a) During the existence of any Default Event, Beneficiary may, but subject
to Section 8.02 of the Credit Agreements, at any time without notice (except if
required by Governmental Requirements), either in person, by agent or by a
court-appointed receiver, regardless of the adequacy of Beneficiary's security,
and at its sole election (without any obligation to do so), enter upon and take
non-exclusive possession and control of the affected portion of the Trust
Estate, or any part thereof, to perform all acts necessary and appropriate to
operate and maintain the Trust Estate, including, but not limited to, execute or
cancel (to the extent permitted in such Leases) the Leases, make repairs to the
Trust Estate, execute or terminate (to the extent permitted in such contracts)
contracts providing for the management or maintenance of the Trust Estate, all
on such terms as are deemed best to protect the security of this assignment, and
in Beneficiary's or Grantor's name, sue for or otherwise collect such Rents as
specified in this Deed of Trust as the same become due and payable, including,
but not limited to, Rents then due and unpaid. Beneficiary may so sue for or
otherwise collect such Rents with or without taking possession of the affected
portion of the Trust Estate. Grantor agrees that upon a Default Event, each
tenant under any of the Leases shall make its rent payable to and pay such rent
to Beneficiary (or Beneficiary's agents) on Beneficiary's written demand
therefor, delivered to such tenant, by mail or as permitted under the applicable
Lease, without any duty or liability on the part of said tenant to inquire
further as to the existence of a Default Event by Grantor. Nothing in this
Section 5.6(a) shall limit the rights as set out in Section 5.3 above.

     (b) Rents collected during the existence of any Default Event shall be
applied at the direction of Beneficiary first to the costs, if any, of taking
possession and control of and managing the affected portion of the Trust Estate
and collecting such amounts, including, but not limited to, reasonable
attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs
to such portion of the Trust Estate, premiums on insurance policies, taxes,
assessments and other charges on such portion of the Trust Estate, and second,
to the payment of the Secured Obligations pursuant to Section 8.03 of the Credit
Agreements. Beneficiary or the receiver shall have access to the Assigned Books
and Records used in the operation and maintenance of the affected portion of the
Trust Estate and shall be responsible to account only for those Rents actually
received.

                                       13

<PAGE>

     (c) Beneficiary shall not be liable to Grantor, anyone claiming under or
through Grantor or anyone having an interest in the affected portion of the
Trust Estate by reason of anything done or left undone by Beneficiary hereunder
(INCLUDING BENEFICIARY'S OWN NEGLIGENCE, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT
OR CONCURRENT OR ACTIVE OR PASSIVE), except to the extent of Beneficiary's gross
negligence or willful misconduct and except as a result of Beneficiary's failure
to perform or cause to be performed Grantor's obligations under the Leases and
contracts in accordance with the terms thereof, to the extent arising from and
after the date of Beneficiary's taking exclusive possession of the affected
portion of the Trust Estate pursuant to the remedies provided for in Sections
5.1(c) or 5.3.

     (d) Any entering upon and taking possession and control of the affected
portion of the Trust Estate by Beneficiary or the receiver and any application
of Rents as provided herein shall not cure or waive any Default Event hereunder
or invalidate any other right or remedy of Beneficiary under Governmental
Requirements or provided therein.

     Section 15.07 Remedies Not Exclusive. Beneficiary shall be entitled to
enforce payment and performance of any obligations and to exercise all rights
and powers under this Deed of Trust or under any Loan Documents or other
agreement or any Governmental Requirements now or hereafter in force,
notwithstanding some or all of the Secured Obligations may now or hereafter be
otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment
or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement,
whether by court action or pursuant to the power of sale or other powers herein
contained, shall prejudice or in any manner affect Beneficiary's right to
realize upon or enforce any other security now or hereafter held by Beneficiary,
it being agreed that Beneficiary shall be entitled to enforce this Deed of Trust
and any other security now or hereafter held by Beneficiary in such order and
manner as it may in its absolute discretion determine. No remedy herein
conferred upon or reserved to Beneficiary is intended to be exclusive of any
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute. Every power or remedy given by any of the Loan Documents to
Beneficiary, or to which Beneficiary may be otherwise entitled, may be
exercised, concurrently or independently, from time to time and as often as may
be deemed expedient by Beneficiary. Beneficiary may pursue inconsistent
remedies.

                                  ARTICLE XVI
                                  Miscellaneous

     Section 16.01 Advances by Beneficiary or Trustee. Each and every covenant
of Grantor herein contained shall be performed and kept by Grantor solely at
Grantor's expense. If Grantor fails to perform or keep any of the covenants of
whatsoever kind or nature contained in this Deed of Trust, Beneficiary (either
directly or on its behalf by the Trustee or any receiver appointed hereunder)
may, but will not be obligated to, make advances to perform the same on
Grantor's behalf, and Grantor hereby agrees to repay such sums and any
attorneys' fees incurred in connection therewith on demand plus interest thereon
from the date of the advance until reimbursement of Beneficiary at the Default
Rate. All such advances shall be additional

                                       14

<PAGE>

indebtedness secured by this Deed of Trust and shall be Secured Obligations
under the Loan Documents. No such advance will be deemed to relieve Grantor from
any Default Event hereunder.

     Section 16.02 Defense of Claims. Grantor shall promptly notify Beneficiary
in writing of the commencement of any legal proceedings affecting Grantor's
title to the Trust Estate or Trustee's or Beneficiary's Lien on or in the Trust
Estate, or any part thereof, and shall take such action, employing attorneys
agreeable to Beneficiary, as may be necessary to preserve Grantor's, Trustee's
and Beneficiary's rights affected thereby. If Grantor fails or refuses to
adequately or vigorously, in the sole judgment of Beneficiary, defend Grantor's,
Trustee's or Beneficiary's rights to the Trust Estate, Trustee or Beneficiary
may take such action on behalf of and in the name of Grantor and at Grantor's
expense. Moreover, Beneficiary or Trustee on behalf of Beneficiary, may take
such independent action in connection therewith as they may in their discretion
deem proper, including the right to employ independent counsel and to intervene
in any suit affecting the Trust Estate. All costs, expenses and attorneys' fees
incurred by Beneficiary or Trustee pursuant to this Section 6.2 or in connection
with the defense by Beneficiary of any claims, demands or litigation relating to
Grantor, the Trust Estate or the transactions contemplated in this Deed of Trust
shall be paid by Grantor on demand plus interest thereon from the date of the
advance by Beneficiary or the Trustee until reimbursement of Beneficiary or the
Trustee, respectively, at the Default Rate.

     Section 16.03 Survival. All releases and indemnifications provided herein
shall survive the payment of the Secured Obligations and the termination or
non-renewal of any of the Loan Documents.

     Section 16.04 Amendments and Other Security. Beneficiary may take or hold
other security for the Secured Obligations without notice to or consent of
Grantor. The acceptance of this Deed of Trust by Beneficiary shall not waive or
impair any other security Beneficiary may have or hereafter acquire to secure
the payment of the Secured Obligations nor shall the taking of any such
additional security waive or impair the Lien and security interests herein
granted. Beneficiary or Trustee may resort first to such other security or any
part thereof, or first to the security herein given or any part thereof, or from
time to time to either or both, even to the partial or complete abandonment of
either security, and such action will not be a waiver of any rights conferred by
this Deed of Trust. This Deed of Trust may not be amended, waived or modified
except in a written instrument executed by both Grantor and Beneficiary.

     Section 16.05 Security Agreement, Financing Statement and Fixture Filing.
This Deed of Trust will be deemed to be and may be enforced from time to time as
an assignment, chattel mortgage, contract, deed of trust, financing statement,
real estate mortgage, or security agreement, and from time to time as any one or
more thereof if appropriate under applicable state law. As a financing
statement, this Deed of Trust is intended to cover all of the Personal Property
and Fixtures including Grantor's right, title and interest in all Hydrocarbons
as and after they are extracted and all accounts arising from the sale thereof
at the wellhead, except for any

                                       15

<PAGE>

portion of the foregoing that consists of Excluded Property. This Deed of Trust
shall be effective as a financing statement filed as a fixture filing with
respect to ANY FIXTURE included within the Trust Estate. This Deed of Trust
shall be filed in the real estate records or other appropriate records of the
county or counties in the state in which any part of the Land and Fixtures are
located as well as the Uniform Commercial Code records of the Secretary of State
or other appropriate office of the state in which any Trust Estate is located.
At Beneficiary's request Grantor shall execute financing statements covering the
Personal Property and Fixtures, excluding Excluded Property, which financing
statements may be filed in the appropriate office of the state in which any of
the Trust Estate is located or where Grantor has its principal place of business
or in the county where Grantor has its principal place of business. Furthermore,
Grantor hereby irrevocably authorizes Beneficiary and any affiliate, employee or
agent thereof, at any time and from time to time, to file in any Uniform
Commercial Code jurisdiction any financing statement or document and amendments
thereto, without the signature of Grantor where permitted by law, in order to
cause any security interest granted under this Deed of Trust to be and remain an
Acceptable Security Interest. A photographic or other reproduction of this Deed
of Trust shall be sufficient as a financing statement.

     Section 16.06 Unenforceable or Inapplicable Provisions. If any term,
covenant, condition or provision hereof is invalid, illegal or unenforceable in
any respect, the other provisions hereof will remain in full force and effect
and will be liberally construed in favor of Trustee and Beneficiary in order to
carry out the provisions hereof.

     Section 16.07 Waiver by Beneficiary. No delay or omission by Trustee or
Beneficiary in the exercise of any right, power or remedy hereunder will impair
any such right, power or remedy or operate as a waiver thereof or of any other
right, power or remedy then or thereafter existing, and the exercise, or the
beginning of the exercise, of any such right, power or remedy will not be deemed
a waiver of the right to exercise, at the same time or thereafter, any other
right, power or remedy. Any and all covenants in this Deed of Trust may from
time to time by instrument in writing by Beneficiary be waived, in accordance
with the terms of the Credit Agreements, to such extent and in such manner as
Beneficiary may desire, but no such waiver will ever affect or impair Trustee's
or Beneficiary's rights hereunder, except to the extent specifically stated in
such written instrument.

     Section 16.08 Counterparts. This Deed of Trust may be executed in any
number of counterparts, each of which will for all purposes be deemed to be an
original, and all of which are identical.

     Section 16.09 Governing Law. This Deed of Trust shall be governed by and
construed in accordance with the laws of the State of Texas.

     Section 16.10 Notice. All notices, consents, approvals or other
communications required or permitted to be given by Grantor, Beneficiary, or the
Trustee shall be given and deemed to be

                                       16

<PAGE>

received in the same manner as required or permitted pursuant to Section 10.01
of the Credit Agreements. Any notices to be given to the Trustee shall be
delivered to Trustee at the address set forth herein with a copy to Beneficiary.


     Section 16.11 Condemnation. All awards and payments hereafter made for the
taking of or injury to the Trust Estate or any portion thereof whether such
taking or injury be done under the power of eminent domain or otherwise shall be
held and applied by Grantor in compliance with the terms of Section 7.04 of the
Credit Agreements.

     Section 16.12 Successors and Assigns. This Deed of Trust is binding upon
Grantor, Grantor's successors and assigns, and shall inure to the benefit of the
Trustee, Beneficiary and their successors and assigns, and the provisions hereof
shall likewise be covenants running with the land.

     Section 16.13 Articles and Section Headings. The article and section
headings in this Deed of Trust are inserted for convenience of reference and
shall not be considered a part of this Deed of Trust or used in its
interpretation.

     Section 16.14 No Offsets, Etc. Grantor hereby represents, warrants and
covenants to Trustee and Beneficiary that there are no offsets, counterclaims or
defenses at law or in equity against this Deed of Trust.

     Section 16.15 Environmental Responsibility. Notwithstanding anything to the
contrary herein or in any other Loan Document, nothing shall give Beneficiary
the right to influence or direct hazardous waste disposal decisions or
treatments, such decisions or treatments being the sole responsibility of
Grantor.

     Section 16.16 Future Advances. It is within the contemplation and intent of
the parties that Grantor may also issue additional notes or other agreements
(the "Additional Notes") from time to time in order to evidence additional
indebtedness of Grantor to Beneficiary. The Additional Notes shall be equally
and proportionately secured by the Lien of this Deed of Trust, without
preference, priority or distinction as to lien or otherwise, notwithstanding the
date of issuance thereof. It is understood and agreed that this Deed of Trust
secures Grantor's Obligations relating to present and future advances and that
the Lien of such future advances shall relate to the date of this Deed of Trust.

     Section 16.17 Trustee. Trustee shall have the right to rely on any
instrument, document, or signature authorizing or supporting any action taken or
proposed to be taken by him hereunder, believed by Trustee in good faith to be
genuine. All moneys received by Trustee need not be segregated in any manner
from any other moneys (except to the extent required by law), and Trustee shall
be under no liability for interest on any moneys received by Trustee

                                       17

<PAGE>

hereunder. Grantor hereby ratifies and confirms any and all acts which the
Trustee or his successor(s) or substitute(s) shall do lawfully by virtue hereof.
TRUSTEE SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY TRUSTEE IN
GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES
WHATSOEVER (EXPRESSLY INCLUDING TRUSTEE'S OWN NEGLIGENCE, WHETHER SUCH
NEGLIGENCE BE SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE), EXCEPT FOR
TRUSTEE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. GRANTOR WILL REIMBURSE TRUSTEE
FOR, AND SAVE HIM HARMLESS AGAINST, ANY AND ALL LIABILITY AND EXPENSES WHICH MAY
BE INCURRED BY HIM IN THE PERFORMANCE OF HIS DUTIES. THE FOREGOING INDEMNITY
SHALL NOT TERMINATE UPON DISCHARGE OF THE SECURED OBLIGATIONS OR FORECLOSURE, OR
RELEASE OR OTHER TERMINATION, OF THIS DEED OF TRUST.

     Section 16.18 Successor Trustees. The Trustee may resign in writing
addressed to Beneficiary or be removed at any time with or without cause by an
instrument in writing duly executed by Beneficiary. In case of the death,
resignation or removal of the Trustee, a successor Trustee may be appointed by
Beneficiary by instrument of substitution complying with any applicable
requirements of law, and in the absence of any requirement, without other
formality other than an appointment and designation in writing. The appointment
and designation will vest in the named successor Trustee all the estate and
title of the Trustee in all of the Trust Estate and all of the rights, powers,
privileges, immunities and duties hereby conferred upon the Trustee. All
references herein to the Trustee will be deemed to refer to any successor
Trustee from time to time acting hereunder.

     Section 16.19 Usury Not Intended. It is the intent of Grantor and
Beneficiary in the execution and performance of this Deed of Trust and the other
Loan Documents to contract in strict compliance with applicable usury laws, if
any, governing the Secured Obligations including such applicable usury laws as
are from time-to-time in effect. In furtherance thereof, Beneficiary and Grantor
stipulate and agree that none of the terms and provisions contained in this Deed
of Trust or the other Loan Documents shall ever be construed to create a
contract to pay, as consideration for the use, forbearance or detention of
money, interest at a rate in excess of the Maximum Rate and that for purposes
hereof "interest" shall include the aggregate of all charges which constitute
interest under such laws that are contracted for, charged or received under this
Deed of Trust and the other Loan Documents; and in the event that, not
withstanding the foregoing, under any circumstances the aggregate amounts taken,
reserved, charged, received or paid on the Secured Obligations, include amounts
which by applicable law are deemed interest which would exceed the Maximum Rate,
then such excess shall be deemed to be a mistake and Beneficiary shall credit
the same on the principal of the Secured Obligations (or if the Secured
Obligations shall have been paid in full, refund said excess to Grantor). In
determining whether or not the interest paid or payable under any specific
contingencies exceeds the Maximum Rate, Grantor and Beneficiary shall to the
maximum extent permitted under applicable law amortize, prorate, allocate and
spread in equal part during the period of the full stated term of the Secured
Obligations, all amounts considered to be interest under applicable

                                       18

<PAGE>

law of any kind contracted for, charged, received or reserved in connection with
the Secured Obligations.

     Section 16.20 Lenders' Opt-Out Option. Once the Required Lenders have
elected to or directed the Beneficiary to foreclose upon the Trust Estate, each
Lender has the right to elect to have any Obligations owing to it cease to be
secured under this Deed of Trust and to receive no benefit from, and have no
rights to, the Trust Estate. To exercise this right, the electing Lender must
give written notice of such election to the Beneficiary at least one Business
Day before the scheduled foreclosure date. Upon the Beneficiary's receipt of
such notice (a) any Obligations owing to such electing Lender shall
automatically cease to be secured under this Deed of Trust and such Lender
automatically shall have no rights to the Trust Estate or proceeds therefrom;
(b) such electing Lender's only claim for repayment shall be (i) if such
electing Lender is a Lender under the Term Agreement, a claim against the
Grantor under the Term Agreement and such Lender's Note under the Term
Agreement, secured only by the Security Agreement, and (ii) if such electing
Lender is a Lender under the Revolving Agreement, a claim against the Grantor
under the Revolving Agreement and such Lender's Note under the Revolving
Agreement, secured only by the Security Agreement; and (c) the Beneficiary, the
Agent under the Term Agreement, the Agent under the Revolving Agreement, the
Issuers under the Revolving Agreement, and the other Lenders shall have no
obligations whatsoever to such electing Lender under this Deed of Trust.

THIS DEED OF TRUST, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                                       19

<PAGE>

     IN WITNESS WHEREOF, Grantor has caused this Deed of Trust to be executed
and delivered by its duly authorized officer as of the date set forth on the
cover page.


                                      LYONDELL-CITGO REFINING LP, a Delaware
                                      limited partnership



                                      By:_____________________________________


                                      Name:___________________________________


                                      Title:__________________________________


THE STATE OF _________   (S)

                         (S)
                                       18

<PAGE>

COUNTY OF ___________ (S)


          BEFORE ME, the undersigned authority, on this day personally appeared
____________________, _______________________ of LYONDELL-CITGO REFINING LP, a
Delaware limited partnership, known to me to be the person whose name is
subscribed to the foregoing instrument, and he acknowledged to me that he
executed the same for the purposes and consideration therein expressed, as the
act and deed of such Delaware limited partnership.


          ALL OF THE FOREGOING GIVEN UNDER (WITNESS) MY HAND AND SEAL OF OFFICE
this ____th day of ____________, ______.


                                                ________________________________

                                                NOTARY PUBLIC in and for the


                                                State of Texas


                                                My commission expires:__________

                                       21

<PAGE>

                                                                  EXHIBIT 1.01-A

                       FORM OF QUALIFIED SUBORDINATED DEBT


                   THIS NOTE IS NOT TRANSFERABLE OR ASSIGNABLE
                     (EXCEPT AS PROVIDED UNDER "ASSIGNMENT")

                                 PROMISSORY NOTE

$_____________(U.S.)                                         _____________, ____
                                                             Houston, Texas


FOR VALUE RECEIVED, and intending to be legally bound, LYONDELL-CITGO Refining
LP, a Delaware limited partnership (the "Maker"), promises to pay to
____________ (the "Payee") at its offices located at ___________, _____________,
in lawful money of the United States of America and in immediately available
funds, ________________________ AND NO/100 DOLLARS ($___________________), or so
much thereof as may be advanced and outstanding hereunder prior to maturity,
together with interest thereon at the annual rate specified below.

                                  INTEREST RATE

The unpaid principal of this Note shall bear interest from the date of advance
to maturity during any Interest Period (as defined herein), at a rate per annum
that shall be equal to the lesser of (i) LIBOR (as defined herein) plus the
Basis Points (as defined herein) or (ii) the Highest Lawful Rate (as defined
herein).

"Basis Points", for the purposes of this Note, shall mean the percentage points
added to LIBOR for purposes of determining the rate of interest this Note shall
bear for any Interest Period.

"Interest Period", for the purposes of this Note,
shall mean any period of 30 days, 180 days or 360 days beginning on the
advancement date (in the case of the initial Interest Period) or on the last day
of the next preceding Interest Period (in the case of any subsequent Interest
Period).

<PAGE>

For the purposes of this Note, "LIBOR", with respect to any Interest Period,
means the rate of interest (expressed as an annual rate), as it appears on the
display screen of the Dow Jones Telerate Service or the Reuter Monitor Money
Rates Service, at which deposits in United States dollars are offered to major
banks in the London interbank market, at approximately __:__ _.m. (New York
time) on the second London Banking Day before the first day of that Interest
Period in an amount substantially equal to the amount of the unpaid principal
scheduled to be outstanding throughout that Interest Period.

Not later than two days before the commencement of each Interest Period
(including the initial Interest Period), the Payee shall provide the Maker with
three Basis Point options for the succeeding Interest Period, with one option
being based on interest being reset at 30 days, another at 180 days and the
third at 360 days. The Payee shall make a good faith effort to set the Basis
Point options that correspond to the Interest Periods in accordance with current
market conditions and as if the Maker has a long-term debt rating issued by
Standard & Poor's Corporation and its successors of at least BBB+. On the day
prior to the commencement of each Interest Period (including the initial
Interest Period), the Maker shall, in its sole discretion, select the duration
of each successive Interest Period (and thus the Basis Points that correspond to
such Interest Period) and shall notify the Payee of its selection. If the Maker
does not so notify the Payee, the duration of the succeeding Interest Period
shall be 30 days (and the Basis Points shall be those that correspond to such 30
day Interest Period).

All past due principal and, to the fullest extent permitted by applicable law,
interest shall bear interest after the due date thereof at the rate per annum
equal to the lesser of (i) the rate of interest payable under this Note on the
date of default plus 3% or (ii) the Highest Lawful Rate.

Interest shall be calculated on the basis of a 365-day year for the actual
number of days elapsed.

                               TERMS OF REPAYMENT

Interest on the unpaid principal amount of this Note shall be due and payable
quarterly, commencing on _____________, [__] __, and continuing regularly and
quarterly thereafter on the _____ day of each [March, June, September, December]
until maturity. On __________, [__] ___, [the applicable date under the
Qualified Subordinated Debt definition], the entire unpaid principal balance of
this Note, together with all accrued unpaid interest, shall be due and payable
in full.

                                   PREPAYMENT

The Maker reserves the right to prepay this Note, in whole or in part, at any
time, without penalty or notice. All prepayments hereunder, whether designated
as payments of principal or interest, shall be applied first to accrued and
unpaid interest, if any, and then to principal.

                                       -2-

<PAGE>

                   TERMS OF ISSUANCE; ADJUSTMENT OF PRINCIPAL

This Note is issued pursuant to the terms of the Maker's limited partnership
agreement, as now or hereafter in effect ("Partnership Agreement"). Reference is
hereby made to the Partnership Agreement for the terms and provisions thereof,
to which this Note is in all respects subject, including, without limitation,
provisions for the reduction of the principal amount to be repaid hereunder.

                                  SUBORDINATION

Repayment of this Note by the Maker is fully subordinated to the prior payment
in full of any indebtedness of the Maker for borrowed money, whether now
outstanding or subsequently incurred ("Senior Indebtedness").

In the event that the Maker shall default in the payment of any principal of (or
premium, if any) or interest on any Senior Indebtedness when the same becomes
due and payable, whether at maturity or at a date fixed for prepayment or by
declaration of acceleration or otherwise, or in the event that any event of
default with respect to Senior Indebtedness shall have occurred and be
continuing, or would occur as a result of the payment referred to herein, then,
upon written notice of such default or event of default to the Maker by the
holders of Senior Indebtedness or any trustee therefor, unless and until such
default or event of default shall have been cured or waived or shall have ceased
to exist, no direct or indirect payment (in cash, property, securities, by
set-off or otherwise) shall be made or agreed to be made on account of the
principal of or interest on this Note.

In the event of any insolvency, bankruptcy, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation, dissolution or winding-up of or relating
to the Maker as a whole, whether voluntary or involuntary, all obligations of
the Maker to holders of Senior Indebtedness (including any interest thereon
accruing after the commencement of any such proceedings) shall be entitled to be
paid in full before any payment shall be made on any account of the principal of
or interest on this Note. In the event of any such proceeding, after payment in
full of all sums owing with respect to Senior Indebtedness, the Payee, together
with the holders of any obligations of the Maker ranking on a parity with this
Note, shall be entitled to be paid from the remaining assets of the Maker the
amounts at the time due and owing on account of unpaid principal of and interest
on this Note before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or any obligations
of the Maker ranking junior to this Note.

                                     DEFAULT

                                       -3-

<PAGE>

If any payment provided herein, either of principal or interest, is not paid
when due or within five days of delivery by Payee to Maker of written notice of
such failure to pay, or in the event of the insolvency or bankruptcy of the
Maker hereof or if any proceedings in bankruptcy or for the relief of debtors or
readjustment of debts is filed by or against the Maker hereof, then the Payee
may, at its option, declare this Note to be forthwith due and payable.

                        WAIVER; UNCONDITIONAL OBLIGATION

All signers and endorsers of this Note are to be regarded as principals as to
their respective joint and several liability to any legal holder hereof, and the
Maker and each of the guarantors, sureties and endorsers, to the fullest extent
permitted by applicable law, hereby expressly and severally waive grace, and all
notices, demands, presentments for payment, notice of nonpayment, protest and
notice of protest, notice of intent to accelerate, notice of acceleration of the
indebtedness due hereunder, and diligence in collecting this Note or enforcing
any security rights of the Payee under any document securing this Note, and
agree (i) that the Payee may, at any time, and from time to time, extend the
date of maturity of all or any part hereof, without notifying or consulting with
the Maker or principal hereof, who shall remain fully obligated for the payment
hereof; (ii) that it will not be necessary for the Payee, in order to enforce
payment of this Note, to first institute or exhaust its remedies against the
Maker or other party liable therefor or to enforce its rights against any
security for this Note; and (iii) to any substitution, exchange or release of
any security now or hereafter given for this Note, or the release of any party
primarily or secondarily liable hereon, or any other circumstance which might
otherwise constitute a defense available to, or a discharge of, the Maker or any
guarantors, sureties and endorsers in respect of the obligations of any such
party in respect of this Note.

                       REIMBURSEMENT OF COSTS AND EXPENSES

To the fullest extent permitted by applicable law, if this Note is collected by
suit or legal proceedings or through bankruptcy proceedings, the Maker agrees to
pay to the Payee the reasonable costs and reasonable attorney's fees incurred in
the collection hereof.

                         NO WAIVER; ELECTION OF REMEDIES

No failure by the Payee to exercise, and no delay in exercising, any right or
remedy hereunder or under any document, instruments or agreements executed in
connection herewith shall constitute a waiver thereof on the part of the Payee;
nor shall any single or partial exercise of any right or remedy under any
documents, instruments or agreements executed in connection herewith preclude
any other or further exercise thereof or the exercise of any other right or
remedy.

                              USURY SAVINGS CLAUSE

                                       -4-

<PAGE>

It is the intention of the parties hereto to conform strictly to applicable
usury laws regarding the use, forbearance or detention of the indebtedness
evidenced by this Note whether such laws are now or hereafter in effect,
including the laws of the United States of America or any other jurisdiction
whose laws are applicable, and including any subsequent revisions to or judicial
interpretations of those laws, in each case to the extent they are applicable to
this Note (the "Applicable Usury Laws"). Accordingly, if any acceleration of the
maturity of this Note or any payment by the Maker or any other person results in
the Maker or such other person having paid any interest in excess of the Maximum
Amount, as hereinafter defined, or if any transaction contemplated hereby would
otherwise be usurious under any Applicable Usury Laws, then, in that event, it
is agreed as follows: (i) the provisions of this paragraph shall govern and
control; (ii) the aggregate of all interest under Applicable Usury Laws that is
contracted for, charged or received under this Note shall under no circumstances
exceed the Maximum Amount, and any excess shall be promptly refunded to the
Maker by the Payee; (iii) neither the Maker nor any other person shall be
obligated to pay the amount of such interest to the extent that it is in excess
of the Maximum Amount; and (iv) the effective rate of interest on this Note
shall be ipso facto reduced to the Highest Lawful Rate, as hereinafter defined,
and the provisions of this Note immediately shall be deemed reformed, without
the necessity of the execution of any new document or instrument, so as to
comply with all Applicable Usury Laws. All sums paid, or agreed to be paid, to
the Payee for the use, forbearance or detention of the indebtedness of the Maker
to the Payee evidenced by this Note shall, to the fullest extent permitted by
the Applicable Usury Laws, be amortized, pro rated, allocated and spread
throughout the full term of the indebtedness evidenced by this Note so that the
actual rate of interest does not exceed the Highest Lawful Rate in effect at any
particular time during the full term hereof. As used herein, the term "Maximum
Amount" means the maximum nonusurious amount of interest which may be lawfully
contracted for, charged or received by the Payee in connection with the
indebtedness evidenced by this Note under all Applicable Usury Laws, and the
term "Highest Lawful Rate" means the maximum rate of interest, if any, that may
be charged the Maker under all Applicable Usury Laws on the principal balance of
this Note from time to time outstanding.

                                   ASSIGNMENT

This Note may not be transferred or assigned by the Payee to any person;
provided, however, that the Payee may transfer or assign this Note to a bona
fide affiliate of the Payee (which affiliate shall also be referred to herein as
"Payee").

                                  GOVERNING LAW

THIS NOTE SHALL BE SUBJECT TO AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY CONFLICTS OF
LAWS PRINCIPLES.

               JURISDICTION; AGENT FOR SERVICE OF PROCESS; WAIVER

                                       -5-

<PAGE>

ANY JUDICIAL PROCEEDING BROUGHT AGAINST EITHER OF THE PARTIES TO THIS NOTE OR
ANY DISPUTE UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY
MATTER RELATED HERETO SHALL BE BROUGHT IN A STATE OR FEDERAL COURT LOCATED IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW YORK AND, BY EXECUTION AND
DELIVERY OF THIS NOTE, EACH OF THE PARTIES TO THIS NOTE ACCEPTS THE EXCLUSIVE
JURISDICTION OF SUCH COURT AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
(AS FINALLY ADJUDICATED) RENDERED THEREBY IN CONNECTION WITH THIS NOTE. EACH OF
THE PARTIES SHALL APPOINT CT CORPORATION SYSTEM, THE PRENTICE-HALL CORPORATION
SYSTEM, INC. OR A SIMILAR ENTITY (THE "AGENT"), AS AGENT TO RECEIVE ON ITS
BEHALF SERVICE OF PROCESS IN ANY PROCEEDING IN A STATE OR FEDERAL COURT LOCATED
IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK BY ENTERING INTO AN
AGREEMENT AS OF THE DATE OF THIS NOTE WITH THE AGENT TO SUCH EFFECT, AND EACH
PARTY SHALL MAINTAIN SUCH AGREEMENT (OR AN APPROPRIATE SUBSTITUTE TO THE SAME
EFFECT WITH THE SAME OR A DIFFERENT AGENT) FOR THE ENTIRE TERM OF THIS NOTE. THE
FOREGOING CONSENTS TO JURISDICTION AND APPOINTMENTS OF AGENT AND TO RECEIVE
SERVICE OF PROCESS SHALL NOT CONSTITUTE GENERAL CONSENTS TO SERVICE OF PROCESS
IN THE STATE OF NEW YORK FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE AND SHALL NOT
BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN THE RESPECTIVE PARTIES TO
THIS NOTE. IN LIGHT OF THE EXPRESS INTENT OF THE PARTIES TO SUBMIT TO THE
JURISDICTION OF NEW YORK COURTS FOR THE RESOLUTION OF ANY AND ALL DISPUTES
ARISING UNDER THIS NOTE, THE PARTIES FURTHER HEREBY WAIVE ANY AND ALL
AFFIRMATIVE DEFENSES THEY COULD OR MIGHT OTHERWISE BE ABLE TO ASSERT BASED ON AN
ALLEGED INCAPACITY OF THE MAKER TO ASSERT A CLAIM OR COUNTER-CLAIM IN EITHER THE
FEDERAL OR STATE COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF
MANHATTAN. THE AFFIRMATIVE DEFENSES AND MOTIONS HEREBY WAIVED INCLUDE BUT ARE
NOT LIMITED TO OBJECTIONS TO SUIT PURSUANT TO N.Y. BUSINESS CORPORATION LAW ss.
1312, N.Y. PARTNERSHIP LAW ss.121-907, N.Y. CLS GENERAL BUSINESS LAW ss. 130
SUBD. 1(ii)(a) AND N.Y. GENERAL ASSOCIATIONS LAW ss. 18(4). THE PARTIES WAIVE
ALL AFFIRMATIVE DEFENSES AND DEFENSIVE MOTIONS PREDICATED ON, BUT NOT LIMITED
TO, THE FOREGOING STATUTORY PROVISIONS WITH FULL KNOWLEDGE OF THEIR RIGHTS, IF
ANY, UNDER THOSE PROVISIONS. IT IS THE EXPRESS AND KNOWING INTENTION OF THE
PARTIES TO WAIVE THE RIGHT TO ASSERT AS AN AFFIRMATIVE DEFENSE THE LEGAL
INCAPACITY OF THE MAKER TO MAINTAIN A CLAIM OR COUNTER-CLAIM ON THE GROUNDS THAT
THE MAKER FAILED TO COMPLY WITH ANY OR ALL REGISTRATION, CERTIFICATION,
NOTIFICATION, FILING OR DESIGNATION-OF-AGENT REQUIREMENTS SET FORTH AND ENFORCED
BY THE FOREGOING OR ANY SIMILAR STATUTORY PROVISIONS.

                                       -6-

<PAGE>

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed at the
place and on the date first above appearing.

                                                LYONDELL-CITGO REFINING LP


                                                By:________________________
                                                Name:
                                                Title:
ATTEST


By:___________________________
   Secretary

                                       -7-