<PAGE>

                                                                     EXHIBIT 4.4
                                                           EXECUTION COUNTERPART


                          REVOLVING CREDIT AGREEMENT

                                  dated as of

                                 July 20, 2001

                                     among

                          LYONDELL-CITGO REFINING LP,
                        a Delaware Limited Partnership

                           The Lenders from time to
                             time parties hereto,

                          CREDIT SUISSE FIRST BOSTON,
                     as Issuer and as Administrative Agent

                                  $70,000,000

                                as arranged by

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

                                      and

              SUNTRUST BANK, CREDIT LYONNAIS NEW YORK BRANCH and
    THE BANK OF NOVA SCOTIA as Co-Documentation Agents and as Co-Arrangers

                                      and

                  FLEET NATIONAL BANK, MIZUHO FINANCIAL GROUP
              and THE ROYAL BANK OF SCOTLAND plc as Co-Arrangers
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
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                                                                                                     Page
                                                                                                     ----
<S>                                                                                                  <C>
ARTICLE I DEFINITIONS............................................................................       1
    1.01  Certain Defined Terms..................................................................       1
    1.02  Other Definitional Provisions..........................................................      21
    1.03  Captions...............................................................................      22

ARTICLE II CREDIT FACILITY.......................................................................      22
    2.01  The Facility...........................................................................      22
    2.02  Making the Loans.......................................................................      22
    2.03  Letters of Credit......................................................................      24
    2.04  Reduction or Termination of Commitments................................................      28
    2.05  Fees...................................................................................      29
    2.06  Interest; Determination and Protection; Illegality.....................................      29
    2.07  Voluntary Interest Period Conversion...................................................      32

ARTICLE III PAYMENTS, PREPAYMENTS, INCREASED COSTS AND TAXES.....................................      32
    3.01  Payments and Computations..............................................................      32
    3.02  Mandatory Prepayments..................................................................      34
    3.03  Voluntary Prepayments..................................................................      34
    3.04  Funding Losses Relating to Eurodollar Rate Loans.......................................      34
    3.05  Increased Costs; Capital Adequacy......................................................      35
    3.06  Taxes..................................................................................      37
    3.07  Substitution of Lender.................................................................      39

ARTICLE IV CONDITIONS TO LOANS; LETTERS OF CREDIT................................................      40
    4.01  Conditions to Loans and Letters of Credit..............................................      40
    4.02  Conditions to Each Borrowing...........................................................      42
    4.03  Conditions to Each Letter of Credit....................................................      42
    4.04  Conditions to Conversions..............................................................      43
    4.05  Deemed Fulfilled Conditions............................................................      43

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BORROWER.........................................      44
    5.01  Organization; Power; Qualification.....................................................      44
    5.02  Authorization; Enforceability; Absence of Conflicts; Required Consents.................      44
    5.03  Compliance With Laws...................................................................      45
    5.04  No Defaults............................................................................      45
    5.05  Litigation.............................................................................      45
    5.06  Financial Statements; Disclosure.......................................................      46
    5.07  Taxes..................................................................................      47
    5.08  Government Regulation..................................................................      47
    5.09  Employee Benefit Plans.................................................................      47
    5.10  Title to Property; Leases..............................................................      48
    5.11  Labor Matters..........................................................................      49
    5.12  Intellectual Property..................................................................      49
</TABLE>

                                      -i-
<PAGE>

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<S>                                                                                                    <C>
    5.13  Use of Proceeds........................................................................      49

ARTICLE VI FINANCIAL STATEMENTS AND INFORMATION..................................................      49
    6.01  Reporting Requirements.................................................................      49
    6.02  Books and Records......................................................................      52
    6.03  Visits, Inspections and Discussions....................................................      52

ARTICLE VII CERTAIN COVENANTS....................................................................      53
    7.01  Maintenance of Existence and Properties................................................      53
    7.02  Compliance With Governmental Requirements..............................................      54
    7.03  Payment of Taxes and Claims............................................................      54
    7.04  Insurance; Casualty....................................................................      54
    7.05  Liens..................................................................................      55
    7.06  Restricted Payments....................................................................      55
    7.07  Limitations on Mergers, Etc............................................................      56
    7.08  Disposition of Assets..................................................................      56
    7.09  Indebtedness...........................................................................      56
    7.10  Transactions With Affiliates...........................................................      57
    7.11  Limitation on Restrictive Covenants....................................................      57
    7.12  Issuance or Disposition of Capital Securities..........................................      57
    7.13  Investments............................................................................      58
    7.14  Business...............................................................................      58
    7.15  Fiscal Year............................................................................      58
    7.16  Financial Covenants....................................................................      58
    7.17  Certain Material Agreements............................................................      59
    7.18  Use of Proceeds........................................................................      60

ARTICLE VIII DEFAULT.............................................................................      60
    8.01  Events of Default......................................................................      60
    8.02  Remedies...............................................................................      65
    8.03  Application of Proceeds................................................................      66
    8.04  Cash Collateral........................................................................      66
    8.05  Set-Off; Suspension of Payment and Performance.........................................      67
    8.06  Sharing of Recoveries..................................................................      67

ARTICLE IX THE AGENT.............................................................................      68
    9.01  Appointment and Powers.................................................................      68
    9.02  Limitation on Agent's Liability........................................................      68
    9.03  Defaults...............................................................................      68
    9.04  Rights as a Lender.....................................................................      69
    9.05  Indemnification........................................................................      69
    9.06  Non-Reliance on Agent and Other Lenders................................................      69
    9.07  Resignation of the Agent...............................................................      70
    9.08  CERTAIN INTENTIONS.....................................................................      70

ARTICLE X MISCELLANEOUS..........................................................................      70
    10.01 Notices and Deliveries.................................................................      70
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                                                    <C>
    10.02 Expenses; Indemnification..............................................................      72
    10.03 Rights Cumulative......................................................................      74
    10.04 Confidentiality........................................................................      74
    10.05 Amendments; Waivers....................................................................      76
    10.06 Assignments and Participations.........................................................      77
    10.07 GOVERNING LAW..........................................................................      79
    10.08 JUDICIAL PROCEEDINGS; WAIVER OF JURY TRIAL.............................................      80
    10.09 Severability of Provisions.............................................................      81
    10.10 Counterparts; Integration; Binding Effect..............................................      81
    10.11 Entire Agreement.......................................................................      81
    10.12 Successors and Assigns.................................................................      81
</TABLE>

                                     -iii-
<PAGE>

ANNEXES, SCHEDULES AND EXHIBITS

Annex A              -   Lender Information

Schedule A           -   ERISA Assumptions

Exhibit A            -   Form of Note
Exhibit 1.01-A       -   Form of Qualified Subordinated Debt
Exhibit 2.02         -   Form of Notice of Borrowing
Exhibit 2.03(c)-1    -   Form of Commercial Letter of Credit Reimbursement
                         Agreement
Exhibit 2.03(c)-2    -   Form of Standby Letter of Credit Reimbursement
                         Agreement
Exhibit 2.03(d)      -   Form of Letter of Credit Request
Exhibit 2.07         -   Form of Notice of Conversion
Exhibit 4.01(b)-1    -   Form of Secretary's Certificate
Exhibit 4.01(f)-1    -   Form of Opinion of New York Counsel to Borrower
Exhibit 4.01(f)-2    -   Form of Opinion of Texas Corporate Counsel to Borrower
Exhibit 4.01(f)-3    -   Form of Opinion of Outside Texas Counsel to the
                         Borrower
Exhibit 4.01(g)      -   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

                                     -iv-
<PAGE>

                          REVOLVING CREDIT AGREEMENT

                           dated as of July 20, 2001

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

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

      "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 (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 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 Agreement, including all attached Schedules,
      Annexes and Exhibits, each as amended, modified and supplemented from time
      to time.

                          Revolving Credit Agreement
<PAGE>

                                      -2-

      "Applicable Letter of Credit Fee Percentage" means, at any time, the per
      annum percentage equal to the Applicable Margin (with respect to any
      Eurodollar Rate Loan) at such 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 nine-month anniversary thereof, the Applicable
                 Margin shall be 2.00%;

           (ii)  for the period from and including the nine-month anniversary of
                 the Closing Date to but excluding the twelve-month anniversary
                 of the Closing Date, the Applicable Margin shall be 2.50%;

           (iii) for the period from and including the twelve-month anniversary
                 of the Closing Date to but excluding the fifteen-month
                 anniversary of the Closing Date, the Applicable Margin shall be
                 2.75%; and

           (iv)  for the period from and including the fifteen-month anniversary
                 of the Closing Date and at all times thereafter, the Applicable
                 Margin shall be increased by 0.50% on each monthly anniversary
                 of the Closing Date; 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 nine-month anniversary thereof, the Applicable
                 Margin shall be zero;

           (ii)  for the period from and including the nine-month anniversary of
                 the Closing Date to but excluding the twelve-month anniversary
                 of the Closing Date, the Applicable Margin shall be 0.50%;

           (iii) for the period from and including the twelve-month anniversary
                 of the Closing Date to but excluding the fifteen-month
                 anniversary of the Closing Date, the Applicable Margin shall be
                 0.75%; and

           (iv)  for the period from and including the fifteen-month anniversary
                 of the Closing Date and at all times thereafter, the Applicable
                 Margin shall be increased by 0.50% on each monthly anniversary
                 of the Closing Date.

      "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.

      "Available Credit" means, at the time of any determination, an amount
      equal to (a) the Total Commitment, minus (b) the aggregate outstanding
                                         -----
      principal amount of Loans, minus (c) the Letter of Credit Obligations.
                                 -----

<PAGE>

                                      -3-

     "Available Net Proceeds" means (a) Net Proceeds minus (b) Net Proceeds
                                                     -----
     used to prepay Term Loans and Term Loan Obligations in accordance with the
     Term Credit Agreement.

     "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 Letter of
     Credit Obligations, the Term Loans, 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.

     "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.

     "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" has the meaning assigned to such term in the
     Contribution Agreement as in effect on the date of this Agreement.

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

     "Borrowing" means one or more borrowings by the Borrower on the same day
     under and pursuant to this Agreement, each of which consists of Loans of
     the same Type by the Lenders.
<PAGE>

                                      -4-

     "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 (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 earlier of: (a) the date as of which the initial
     Loans are made to the Borrower pursuant to this Agreement; and (b) the date
     as of which all the conditions set out in Section 4.01 are satisfied or
     waived by the Lenders.

     "Code" means the Internal Revenue Code of 1986.

     "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
<PAGE>

                                      -5-

     pursuant to Sections 2.04 and 3.02(a) or increased or reduced from time to
     time pursuant to assignments in accordance with Section 10.06.

     "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.

     "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 Letter of
     Credit Obligations, the Term Loans, 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, (i) the aggregate amount of total assets of
     the Borrower and the Subsidiaries, minus (ii) 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 7.16(c), 50% of the principal amount 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.

     "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 7.17,
     unless the context otherwise requires.
<PAGE>

                                      -6-

     "Convert", "Conversion" or "Converted" each refers to a conversion of Loans
     of one Type into Loans of another Type and includes the continuation of
     Eurodollar Rate Loans as Eurodollar Rate Loans having a new Interest
     Period.

     "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 Petroleos y Gas, S.A.), as amended, modified and
     supplemented from time to time to the extent permitted by Section 7.17,
     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 assets of any corporation or (c) under or pursuant
     to any limited liability company or limited partnership statute in the case
     of assets 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 the rate otherwise applicable under Section 2.06(a)(i)
     or (ii), plus 2.0% or, 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.

     "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
<PAGE>

                                      -7-

     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.

     "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 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.

     "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" means, for any Interest Period for each Eurodollar Rate
     Loan comprising part of the same Borrowing, the per annum rate determined
     by the Agent as
<PAGE>

                                      -8-

     follows: (a) the Agent shall obtain the rate for deposits in Dollars for a
     period comparable to such Interest Period which appears on Page 3750 of the
     Bridge Information System's Telerate Service as of 11:00 A.M. (London time)
     two Business Days preceding the first day of such Interest Period; and (b)
     if the Agent is not able to obtain quotations for the determination of the
     Eurodollar Rate pursuant to clause (a) above, the Eurodollar Rate shall be
     the per annum rate of interest quoted by the Agent at which Dollar deposits
     are offered by the Agent to prime banks in the London interbank market at
     approximately 11:00 A.M. (London time) two Business Days prior to the first
     day of such Interest Period, which deposits are for a period equal to such
     Interest Period and in an amount substantially equal to the Eurodollar Rate
     Loan that the Agent would make in its capacity as a Lender.

     "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.

     "Existing Revolving Credit Agreement" means the Revolving Credit Agreement
     dated as of September 13, 2000 among the Borrower, the lenders party
     thereto and Credit Suisse First Boston, as agent.

     "Existing Term Credit Agreement" means the Credit Agreement, dated
     September 13, 2000, between the Borrower, the lenders party thereto and
     Credit Suisse First Boston, as 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 Letters" means (a) that certain letter from the Agent, Banc of America
     Securities, LLC and Bank of America N.A. to the Borrower, dated June 21,
     2001, respecting certain fees payable by the Borrower to the Agent, Banc of
     America Securities, LLC, Bank of America N.A. and the Lenders and (b) that
     certain letter from the Issuer to the Borrower, dated June 21, 2001,
     respecting certain fees payable by the Borrower to the Issuer.
<PAGE>

                                      -9-

     "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).

     "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.

     "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
<PAGE>

                                      -10-

     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.

     "Houston Facility" has the meaning assigned to such term in the
     Contribution Agreement as in effect on the date of this Agreement.

     "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 or assets 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 Issuer, a Lender, an Affiliate of the Agent, the
     Issuer 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.

     "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.
<PAGE>

                                      -11-

     "Interest Payment Date" means (a) as to Base Rate Loans, the last 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) for each such Loan comprising part of the same Borrowing, 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 seven days or 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 eight
     Interest Periods 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.

     "Issuer" means Credit Suisse First Boston, in its capacity as the issuer of
     each Letter of Credit, and any successor Issuer appointed pursuant to
     Section 2.03(l).

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

     "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.
<PAGE>

                                      -12-

     "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.

     "Letter of Credit" means a standby letter of credit or commercial letter of
     credit issued by the Issuer for the account of the Borrower pursuant to
     Section 2.03.

     "Letter of Credit Obligations" means, at the time of any determination, the
     sum of (a) the Reimbursement Obligations, plus (b) the Letter of Credit
                                               ----
     Undrawn Amounts.

     "Letter of Credit Reimbursement Agreements" means (a) the Standby Agreement
     for Commercial Letters of Credit in the form of Exhibit 2.03(c)-1 and (b)
     the Standby Agreement for Standby Letters of Credit in the form of Exhibit
     2.03(c)-2.

     "Letter of Credit Request" has the meaning specified in Section 2.03(d).

     "Letter of Credit Undrawn Amount" means, at the time of any determination,
     the aggregate amount available for drawing under all outstanding Letters of
     Credit.

     "Lien" means, with respect to any property or asset 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 or (b) any other arrangement under
     which the same 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 asset 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 asset.

     "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, the
     Issuer 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.
<PAGE>

                                      -13-

     "Loan Documents" means this Agreement, the Notes, the Letter of Credit
     Reimbursement Agreements, the Fee Letters and all other agreements between
     the Borrower or any Subsidiary and any one or more of the Lenders, the
     Issuer 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, the Issuer 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.

     "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 or assets,
     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 or assets, 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 or assets 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.
<PAGE>

                                      -14-

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

     "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.

     "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 2.07.

     "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 Issuer or any 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.
<PAGE>

                                      -15-

     "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.

     "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.

     "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) Capital Securities of, or loans or advances to, any
     Wholly-Owned Subsidiary, 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 or advances 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 7.13 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 7.13.
<PAGE>

                                      -16-

     "Permitted Liens" means, as applied to the property or assets 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; (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 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
     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) defects or irregularities in such Person's title to its real
     properties which do not materially interfere with the ordinary course of
     such Person's business (provided that, in the case of the Houston Facility
                             --------
     and the Birmingport Facility, such defects or irregularities also do not
     materially diminish the value, from the value as of May 15, 1995, of the
     surface estate (the defects or irregularities as of May 15, 1995 with
     respect to the Houston Facility being set forth in the Commitment for Title
     Insurance issued by Commonwealth Land Title Company of Houston, as agent
     for Commonwealth Land Title Insurance Company, under GF No. 9210852, dated
     effective as of April 7, 1995, and with respect to the Birmingport Facility
     being 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)); (g) legal
     or equitable encumbrances deemed to exist by reason of negative pledges
     such as Section 7.05; (h) any interest or title of a lessor of assets being
     leased by any Person pursuant to any Capital Lease permitted by Section
     7.09(f) or any lease that, pursuant to GAAP, would be accounted for as an
     operating lease; (i) Liens securing purchase money Indebtedness permitted
     by Section 7.09(f) so long as such Liens do not attach to any property or
     assets other than the properties or assets purchased with the proceeds of
     such Indebtedness; and (j) 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 $1,000,000 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 or assets 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
<PAGE>

                                      -17-

     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 (i) to prepay any then outstanding Term Loans,
     (ii) to pay the Issuance Expenses, if any, incurred by the Borrower in
     connection with such issuance or sale, (iii) to pay, if all Term Loans have
     been paid in full, such other Term Loan Obligations as have then become
     due, (iv) to prepay, if all Term Loan Obligations have been paid in full,
     any then outstanding Loans, and (v) to pay, if all Loans have been paid in
     full, such other 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 six-month anniversary of 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
     assets 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 or a Letter of Credit, the
     ERISA Assumptions set forth on Schedule A are deemed to be true.

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

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

                                      -18-

     "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 the 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) June
     30, 2003, for Qualified Subordinated Debt to any Partner or any Affiliate
     of a Partner existing on the Closing Date;  (Y) the six-month anniversary
     of 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 assets by the Borrower;

     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, the numerator of which is
     such Lender's Commitment and the denominator of which is the Total
     Commitment.

     "Receiving Party" means the Agent, the Issuer 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 to the extent permitted by Section 7.17.

     "Refinery" means at any time the refinery of the Borrower located in
     Houston, Texas.

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

                                      -19-

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

     "Reimbursement Obligations" means, at the time of any determination, all
     matured and unpaid reimbursement or repayment obligations of the Borrower
     to the Issuer with respect to Letters of Credit.

     "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 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 holding
     at least 66 2/3% of the then aggregate unpaid principal amount of the Notes
     or, if no such principal amount is then outstanding, Lenders having at
     least 66 2/3% of the Total 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 7.17(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) or (c) any amendment or waiver of this
     proviso, "Required Lenders" means, at the time of any determination,
     Lenders holding at least 80% of the then aggregate unpaid principal amount
     of the Notes or, if no such principal amount is then outstanding, Lenders
     having at least 80% of the Total Commitment.

     "Responsible Officer" means (a) the Vice President-General Manager of
     Operations or Vice President-General Manager  of Planning and
     Administration of the Borrower or (b) 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.

     "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
<PAGE>

                                      -20-

     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
     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.

     "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 to the extent permitted by
     Section 7.17, 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, the Issuer 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).


<PAGE>

                                      -21-


     "Term Credit Agreement" means the 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 agent for such lenders, as amended,
     modified and supplemented from time to time.

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

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

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

     "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.

     "Total Commitment" means $70,000,000, the aggregate amount of the
     Commitments, as such amount may be reduced from time to time pursuant to
     Sections 2.04 and 3.02(a).

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

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

     "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.

     "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.

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
<PAGE>

                                      -22-

          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.

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.

                                  ARTICLE II

                                CREDIT FACILITY

2.01 The Facility. Each Lender severally agrees, on the terms and conditions
     -------------
     hereinafter set forth, to make Loans to the Borrower from time to time on
     any Business Day during the period from the date hereof until the
     Termination Date in an aggregate amount not to exceed at any time
     outstanding such Lender's Commitment; provided, however, at no time shall
                                           --------  -------
     any Lender be obligated to make a Loan in excess of such Lender's Ratable
     Portion of the Available Credit. Each 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.
     Within the foregoing limits, the Borrower may borrow, prepay and reborrow
     Loans in accordance with the provisions hereof. 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.

2.02 Making the Loans.
     -----------------

     (a)  Each 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
<PAGE>

                                      -23-

          (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. Each such notice of a Borrowing (a "Notice of
          Borrowing") shall be in the form of Exhibit 2.02 and shall specify (A)
          the date of such Borrowing, (B) the number of Borrowings and the Type
          and aggregate principal amount of Loans comprising each Borrowing and
          (C) in the case of a Borrowing comprised of Eurodollar Rate Loans, the
          initial Interest Period for each such Loan. Each Notice of Borrowing
          shall be irrevocable and binding on the Borrower. The Agent shall
          promptly deliver a copy of each Notice of 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 a 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 such
          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 any 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.

     (c)  Unless the Agent has received notice from a Lender prior to (i) 1:00
          P.M. (New York City time) on the date of any Borrowing consisting of
          Base Rate Loans and (ii) 11:00 A.M. (New York City time) on the date
          of any Borrowing consisting of Eurodollar Rate Loans that such Lender
          will not make available to the Agent such Lender's Ratable Portion of
          such Borrowing, the Agent may assume such Lender has made such portion
          available to the Agent on the date of such 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
          a 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
          such 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 such 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
<PAGE>

                                      -24-

          Lender to make the Loan to be made by it as part of any Borrowing
          shall not relieve any other Lender of its obligation, if any,
          hereunder to make its Loan on the date of such 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 any
          Borrowing.

2.03 Letters of Credit.
     ------------------

     (a)  The Issuer agrees, on the terms and conditions hereinafter set forth,
          to issue, extend and renew Letters of Credit from time to time on any
          Business Day during the period from the date of this Agreement to but
          not including the 10th day prior to the Termination Date, in such form
          as may be requested by the Borrower and agreed to by the Issuer, which
          agreement shall not be unreasonably withheld; provided, however, the
                                                        --------  -------
          Issuer shall have no obligation to, and shall not, issue any Letter of
          Credit in excess of the Available Credit. No Lender other than the
          Issuer has any obligation to issue any Letter of Credit.

     (b)  Each Letter of Credit shall be denominated in Dollars and in no event
          shall the expiry date of any Letter of Credit extend beyond one
          Business Day prior to the Termination Date. Any extension of any
          expiry date or renewal of a Letter of Credit shall constitute an
          "issuance" of such Letter of Credit for all purposes of this
          Agreement.

     (c)  In addition to the terms and conditions of this Agreement, each Letter
          of Credit shall be issued pursuant to and the Issuer shall be entitled
          to the benefits of the applicable Letter of Credit Reimbursement
          Agreement. In the event of any conflict between the terms of any
          Letter of Credit Reimbursement Agreement and this Agreement, the terms
          of this Agreement shall control to the extent of any such conflict.

     (d)  Each issuance of a Letter of Credit shall be made on notice given by
          the Borrower to the Agent and the Issuer not later than 12:00 Noon
          (New York City time) three Business Days prior to the date of the
          proposed issuance of the Letter of Credit. Each such notice (a "Letter
          of Credit Request") shall be in the form of Exhibit 2.03(d), shall be
          irrevocable and shall specify (i) the stated amount of the Letter of
          Credit, (ii) the date of issuance of such Letter of Credit, (iii) the
          expiry date of such Letter of Credit, (iv) the beneficiary of such
          Letter of Credit and (v) such other terms reasonably satisfactory to
          the Issuer as to enable the Issuer to issue such Letter of Credit
          consistent with the reasonable requirements of the beneficiary
          thereof. The Agent shall promptly deliver a copy of each Letter of
          Credit Request to each Lender. On the Business Day prior to the date
          on which such Letter of Credit is to be issued, the Agent shall
          confirm to the Issuer that the applicable conditions in Article IV
          have been satisfied as of such date.

     (e)  Subject to the terms and conditions of this Section 2.03 and
          satisfaction of the conditions set forth in Article IV, the Issuer
          shall on the date requested in the Letter of Credit Request issue a
          Letter of Credit for the account of the Borrower
<PAGE>

                                      -25-

          in accordance with the Issuer's usual and customary business practices
          and confirm to the Agent and each Lender that such Letter of Credit
          has been issued. Each Lender and the Borrower hereby acknowledge that
          each Letter of Credit issued by the Issuer pursuant to this Agreement
          is issued by the Issuer on behalf of all Lenders at the time of such
          issuance. Immediately upon the issuance of a Letter of Credit, the
          Issuer shall be deemed to have sold and transferred to each such
          Lender, and each such Lender shall be deemed to have irrevocably and
          unconditionally purchased and received from the Issuer, without
          recourse or warranty, an undivided interest and participation, to the
          extent of such Lender's Ratable Portion thereof, in such Letter of
          Credit and the obligations of the Borrower with respect thereto and
          any security therefor and any guaranty pertaining thereto at any time
          existing.

     (f)  The Issuer shall promptly notify (i) the Agent and each Lender of the
          Issuer's receipt of a draw request under any Letter of Credit, stating
          the amount of each Lender's Ratable Portion of such draw request and
          the date on which such request will be honored and (ii) the Borrower
          of the amount of such draw request and the date on which such request
          will be honored. Any failure of the Issuer to give or any delay in the
          Issuer's giving any such notice shall not release or diminish the
          obligations of the Borrower, the Agent or the Lenders in respect
          thereof. In determining whether to pay under any Letter of Credit, the
          Issuer shall have no obligation to the Agent or to any Lender other
          than to confirm that any documents required to be delivered under such
          Letter of Credit have been delivered and that they appear to comply on
          their face with the requirements of such Letter of Credit. IN THE
          ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE
          ISSUER, THE ISSUER SHALL HAVE NO LIABILITY TO THE AGENT OR ANY LENDER
          FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT UNDER OR IN
          CONNECTION WITH ANY LETTER OF CREDIT, INCLUDING ANY SUCH ACTION
          NEGLIGENTLY TAKEN OR NEGLIGENTLY OMITTED TO BE TAKEN BY IT.

     (g)  The Borrower shall pay (either from the proceeds of a Borrowing or
          otherwise) to the Issuer on demand at the Issuer's Office in Dollars
          in immediately available funds the amount of all Reimbursement
          Obligations owing to the Issuer under any Letter of Credit, together
          with interest thereon at a rate of interest equal to the Base Rate in
          effect from time to time for each day from, and including, the date of
          payment by the Issuer of the applicable draw request under such Letter
          of Credit to, but excluding, the date of payment in full to the Issuer
          of such Reimbursement Obligations, irrespective of any claim, setoff,
          defense or other right which the Borrower may have at any time against
          the Issuer or any other Person. In the event that the Issuer makes any
          payment under any Letter of Credit and the Borrower shall not have
          repaid such amount to the Issuer when due, the Issuer shall promptly
          notify the Agent, which shall promptly notify each Lender of such
          failure, and, subject to Section 2.03(e), each Lender shall promptly
          and unconditionally pay to the Agent for the account of the Issuer the
          amount of such Lender's Ratable Portion of such payment, in Dollars in
          immediately available
<PAGE>

                                      -26-

          funds on the Business Day the Agent so notifies such Lender if such
          notice is given prior to 12:00 Noon (New York City time) or, if such
          notice is given after 12:00 Noon (New York City time), such Lender
          shall make its Ratable Portion of such payment available to the Agent
          prior to 12:00 Noon (New York City time) on the next succeeding
          Business Day. The Agent shall promptly pay to the Issuer such amounts
          received by it from each Lender. All such payments by such Lenders
          shall constitute Base Rate Loans made by such Lenders to the Borrower
          pursuant to Section 2.01 (irrespective of the satisfaction of the
          conditions in Article IV, which are irrevocably waived) and the
          Reimbursement Obligations with respect to which such Loans were made
          shall thereupon be paid to the extent of such payments; provided,
                                                                  --------
          however, if pursuant to any Governmental Requirement, such payment
          -------
          made by any Lender is not permitted to be made as a Loan, such
          Reimbursement Obligation shall be reinstated and not so reduced by the
          amount of such payment and such Lender's participations therein
          pursuant to Section 2.03(e) similarly shall be reinstated to such
          amount.

     (h)  If and to the extent any Lender shall not make such Lender's Ratable
          Portion of any Reimbursement Obligations available to the Agent for
          the account of the Issuer when due in accordance with Section 2.03(g),
          such Lender agrees to pay interest on such unpaid amount for the
          account of the Issuer for each day from the date such payment is due
          until the date such amount is paid in full to the Agent for the
          account of the Issuer at the Federal Funds Rate until (and including)
          the third Business Day after the date due and thereafter at the Base
          Rate. The obligations of the Lenders under this Section 2.03 are
          several and not joint or joint and several, and the failure of any
          Lender to make available to the Agent for the account of the Issuer
          its Ratable Portion of any Reimbursement Obligations when due in
          accordance with Section 2.03(g) shall not relieve any other Lender of
          its obligation hereunder to make its Ratable Portion of such
          Reimbursement Obligations so available when so due, but no Lender
          shall be responsible for the failure of any other Lender to make such
          other Lender's Ratable Portion of such Reimbursement Obligations so
          available when so due.

     (i)  (i)  Whenever the Issuer receives a payment of a Reimbursement
               Obligation from or on behalf of the Borrower as to which the
               Agent has received for the account of the Issuer any payment from
               a Lender pursuant to Section 2.03(g), the Issuer shall pay to the
               Agent and the Agent shall promptly pay to such Lender, which
               payment shall be deemed a payment by the Borrower hereunder, an
               amount equal to such Lender's Ratable Portion of such payment
               from or on behalf of the Borrower.

          (ii) If any payment by or on behalf of the Borrower and received by
               the Issuer with respect to any Letter of Credit is rescinded or
               must otherwise be returned by the Issuer for any reason and the
               Issuer has paid to the Agent for the account of any Lender any
               portion thereof, then the provisions of Section 2.03(g) shall
               apply as if such rescission constitute a failure of the Borrower
               to pay, when due to the Issuer, Reimbursement Obligations equal
               to such rescinded amount.
<PAGE>

                                      -27-

     (j)  Each Lender, upon the demand of the Issuer, shall reimburse the
          Issuer, to the extent the Issuer has not been reimbursed by the
          Borrower after demand therefor, for the reasonable costs and expenses
          (including reasonable attorneys' fees) incurred by the Issuer in
          connection with the collection of amounts due under, and the
          preservation and enforcement of any rights conferred by, any Letter of
          Credit or the performance of the Issuer's obligations under this
          Agreement in respect thereof, to the extent of such Lender's Ratable
          Portion of the amount of such costs and expenses. The Issuer shall
          refund any costs and expenses reimbursed by such Lender that are
          subsequently recovered from the Borrower in an amount equal to such
          Lender's Ratable Portion thereof.

     (k)  The obligation of each Lender to make available to the Issuer the
          amounts set forth in this Section 2.03 shall be absolute,
          unconditional and irrevocable under any and all circumstances, shall
          be made without reduction for any set-off, counterclaim or other
          deduction of any nature whatsoever, may not be terminated, suspended
          or delayed for any reason whatsoever, shall not be subject to any
          qualification or exception and shall be made in accordance with the
          terms and conditions of this Agreement under all circumstances,
          including, without limitation, any of the following circumstances:

          (i)    any lack of validity or enforceability of this Agreement or any
                 of the other Loan Documents;

          (ii)   the existence of any claim, setoff, defense or other right
                 which the Borrower may have at any time against a beneficiary
                 named in a Letter of Credit, any transferee of any Letter of
                 Credit (or any Person for whom any such transferee may be
                 acting), the Agent, the Issuer, any Lender or any other Person,
                 whether in connection with this Agreement, any Letter of
                 Credit, the transactions contemplated herein or any unrelated
                 transactions (including any underlying transaction between the
                 Borrower and the beneficiary named in any such Letter of
                 Credit);

          (iii)  any draft, certificate or any other document presented under
                 any Letter of Credit proving to be forged, fraudulent, invalid
                 or insufficient in any respect or any statement therein being
                 untrue or inaccurate in any respect;

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

          (v)    the occurrence of any Default.

     (l)  (i)    If at any time the publicly traded unsecured long-term debt
                 securities of the Issuer (or of any bank holding company of
                 which such Issuer is a subsidiary) or its equivalent is rated
                 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,
                 then the Borrower may, at its option, request that a new Issuer
                 be appointed, which shall be a Lender reasonably acceptable to
                 the Agent,
<PAGE>

                                      -28-

                 the Required Lenders and the Borrower (which acceptance shall
                 not be unreasonably withheld) that has (or whose bank holding
                 company has) such a rating. If the Borrower makes such a
                 request, the Agent shall promptly appoint such a replacement
                 Issuer.

          (ii)   Subject to the appointment and acceptance of a successor Issuer
                 as provided below, the Issuer may resign at any time by giving
                 notice thereof to the Agent, 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 Issuer provided that it meets the qualifications set
                                  --------
                 forth in Section 2.03(l)(i). If no successor Issuer is so
                 appointed by the Required Lenders and accepts such appointment
                 within 30 days after the retiring Issuer's giving of notice of
                 resignation, then the retiring Issuer 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 Issuer, provided that it meets the
                                                   --------
                 qualifications set forth in Section 2.03(l)(i).

          (iii)  The acceptance of any appointment as the Issuer hereunder by a
                 successor Issuer shall be evidenced by an agreement entered
                 into by such successor, in a form satisfactory to the Borrower
                 and the Agent, and from and after the effective date of such
                 agreement, such successor Issuer shall thereupon succeed to and
                 become vested with all the rights, powers, privileges, duties
                 and obligations of the removed or retiring Issuer with respect
                 to Letters of Credit to be issued from and after such effective
                 date, and the removed or retiring Issuer shall be discharged
                 from its duties and obligations as Issuer under the Loan
                 Documents with respect to Letters of Credit to be issued from
                 and after such effective date. On such effective date, the
                 Borrower shall pay all accrued and unpaid fees owed under any
                 Loan Document to the removed or retired Issuer for acting in
                 its capacity as the Issuer. After any retiring Issuer's
                 resignation or removal as Issuer, the provisions of this
                 Section 2.03 shall continue in effect for such Person's benefit
                 in respect of any actions taken or omitted to be taken by it
                 while it was acting as the Issuer.

2.04  Reduction or Termination 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 Commitment without penalty or premium; provided that each
                                                              --------
          partial reduction of the Total 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 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
<PAGE>

                                      -29-

          Commitment is to be reduced. For purposes of this Section 2.04, the
          unused portion of the Total Commitment at any time is the amount equal
          to the Available Credit at that time.

     (b)  Automatic Termination.  The Commitments shall be reduced to zero and
          ---------------------
          terminate on July 25, 2001 if the initial borrowing and the making of
          initial loans under the Term Credit Agreement has not occurred on or
          before July 25, 2001.

     (c)  No Reinstatement.  No termination or partial reduction of the Total
          ----------------
          Commitment pursuant to this Section 2.04 may be reinstated.

2.05  Fees.
      ----

      (a) Commitment Fees.  The Borrower agrees to pay, without duplication, to
          ---------------
          the Agent, for the account of each Lender, a commitment fee on such
          Lender's Ratable Portion of the average daily unused Available Credit
          from the Closing Date or the date such Lender becomes a Lender
          pursuant to an Assignment Agreement until the Termination Date at the
          rate of 0.375% per annum, calculated on the basis of a 360-day year
          for the actual number of days elapsed, payable in arrears on each
          Interest Payment Date, on the date of any reduction of such Lender's
          Commitment (to the extent accrued and unpaid on the amount of such
          reduction) and on the Termination Date.

     (b)  Letter of Credit Fees.  The Borrower shall pay to the Agent, for the
          ---------------------
          ratable account of the Lenders, a letter of credit fee on the Letter
          of Credit Undrawn Amount for each day at the rate per annum equal to
          the Applicable Letter of Credit Fee Percentage in effect on such day,
          calculated on the basis of a 360-day year, payable in arrears on each
          Interest Payment Date and on the date any Letter of Credit is
          cancelled or expires to the extent accrued and unpaid on the amount
          subject to such cancellation or expiration.

     (c)  Fee Letters.  The Borrower agrees to pay, without duplication, to the
          -----------
          Agent, for its own account and for account of the Issuer and/or
          Lenders, as applicable, the fees payable in the amounts and at the
          times agreed upon in the Fee Letters.

2.06 Interest; Determination and Protection; Illegality.
     --------------------------------------------------

     (a)  Rates.  Each Loan shall bear interest at the 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 September 30, 2001, (B) the date such
               Base Rate Loan shall be Converted and (C) the Termination Date.
<PAGE>

                                      -30-

          (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 or any
                 Reimbursement Obligation and during the continuance thereof,
                 automatically and without any action by the Agent, the Issuer
                 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 requisite number of Lenders or the cure
                 of such Event of Default, (B) agreement by the requisite number
                 of Lenders to rescind the charging of interest at the Default
                 Rate or (C) payment in full of the Obligations and termination
                 of the Total Commitment.

     (b)  Interest Rate Determination and Protection; Illegality.
          ------------------------------------------------------

          (i)  The Adjusted Eurodollar Rate for each Eurodollar Rate Loan
               specified in a 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 2.06(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:

               (A)  such Loan will automatically, on the last day of the then
                    existing Interest Period therefor, Convert into a Base Rate
                    Loan (or if such Loan is then a Base Rate Loan, will
                    continue as a Base Rate Loan); and

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

          (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,
<PAGE>

                                      -31-

               funding or maintaining its Eurodollar Rate Loans for such
               Interest Period, such Lender shall forthwith so notify the
               Borrower and the Agent, whereupon:

               (A)  each Eurodollar Rate Loan of such Lender that has been
                    affected will automatically, on the last day of the then
                    existing Interest Period therefor, Convert into a Base Rate
                    Loan; and

               (B)  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.

          (iii)  If the Borrower shall fail to deliver to the Agent a Notice of
                 Conversion in accordance with Section 2.07 to select the
                 duration of any Interest Period for the principal amount
                 outstanding under any Eurodollar Rate Loan prior to the last
                 day of the Interest Period applicable to such Loan, such Loan
                 will automatically, on the last day of the then existing
                 Interest Period therefor, Convert into a Base Rate Loan.

          (iv)   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,

               (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)  each Eurodollar Rate Loan of such Lender then outstanding
                    shall be Converted automatically into a Base Rate Loan
                    effective on the Agent's receipt of such notification or, if
                    lawful as determined by such Lender in good faith, on the
                    last day of the Interest Period then currently applicable to
                    such Eurodollar Rate Loan, as the case may be.

          (v)  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
               Lending Office if such designation will avoid
<PAGE>

                                      -32-

               such inadequacy or unlawfulness and will not, in the judgment of
               such Lender, be otherwise disadvantageous to such Lender.

2.07  Voluntary 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) (a) on the third Business Day prior to the
          date of the proposed Conversion of Loans into Eurodollar Rate Loans or
          (b) prior to the date of the proposed Conversion of Eurodollar Rate
          Loans to Base Rate Loans and subject to the provisions of Section 2.06
          and the provisions of Sections 4.04 and 4.05, Convert all Loans of one
          Type comprising the same Borrowing or Borrowings into Loans of another
          Type or Convert all Eurodollar Rate Loans comprising the same
          Borrowing or Borrowings into Eurodollar Rate Loans having a different
          Interest Period; provided, however, that any Conversion of any
                           --------  -------
          Eurodollar Rate Loans into Base Rate Loans and 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, (ii) the
          Loans to be Converted and (iii) if such Conversion is into Loans
          constituting Eurodollar Rate Loans or Eurodollar Rate Loans having a
          different Interest Period, the duration of the Interest Period for
          each such Loan.  Each Notice of Conversion shall be irrevocable and
          binding on the Borrower.  The Agent shall promptly deliver a copy of
          each Notice of Conversion to each Lender.

     (b)  Each Conversion shall be in an aggregate amount not less than
          $1,000,000 or an integral multiple of $100,000 in excess thereof.

                                  ARTICLE III

               PAYMENTS, PREPAYMENTS, INCREASED COSTS AND TAXES

3.01  Payments and Computations.
      -------------------------

      (a) Except as otherwise specified in Section 2.03 with respect to payments
          to the Issuer of Reimbursement Obligations, 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 (i) like funds relating to the payment of principal
          or interest or fees payable to the Lenders (to the extent received by
          the Agent), in each case to each Lender for the account of its
          applicable Lending Office, (A) first, ratably according to the amount
          of interest which is then due and payable to the Lenders, (B) second,
          ratably according to the amount of principal which is due and payable
          to the Lenders and (C) third, ratably according to the
<PAGE>

                                      -33-

          amount of fees which then due and payable to the Lenders and (ii) 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; and in all cases, the funds distributed
          shall be applied in accordance with the terms of this Agreement. Fees
          payable pursuant to Section 2.05 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, and such extension of time shall
          in such case be included in the computation of payment of interest or
          fees, as the case may be; provided, however, if such extension would
                                    --------  -------
          cause payment of interest on or principal of Eurodollar Rate Loans to
          be made in the next succeeding calendar month, such payment shall be
          made on the next preceding Business Day.

     (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.

     (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)  Subject to Section 3.03, payments of Loans shall be applied first to
          pay Base Rate Loans and then to pay Eurodollar Rate Loans in the order
          that the Interest Periods for such Eurodollar Rate Loans end.  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.
<PAGE>

                                      -34-

3.02  Mandatory Prepayments.
      ---------------------

     (a)  Permitted Replacement Debt.  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 the order set out in Section
          3.01(e), in an aggregate principal amount equal to the Available Net
          Proceeds, together with accrued and unpaid interest to the date of
          such prepayment on the principal amount prepaid, whereupon the Total
          Commitment shall be permanently reduced ratably by the amount of such
          prepayment; provided, however, that in no event shall the prepayment
                      --------  -------
          of Loans in accordance with this Section 3.02 reduce the Total
          Commitment below the aggregate amount of Letter of Credit Obligations.
          No reduction of the Total Commitment pursuant to this Section 3.02(a)
          may be reinstated.

     (b)  Other Mandatory Prepayments.  If at any time the aggregate outstanding
          ---------------------------
          principal amount of the Loans and the Letter of Credit Obligations
          exceeds the Total Commitment then in effect, then the Borrower shall
          immediately pay to the Agent for the ratable account of the Lenders
          the amount of such excess, together with accrued and unpaid interest
          to the date of such prepayment on the principal amount prepaid.

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 the Type of Loans to be prepaid, prepay,
     without premium or penalty, the outstanding principal amounts of such Loans
     comprising part of the same Borrowing 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.

3.04 Funding Losses Relating to Eurodollar Rate Loans.
     ------------------------------------------------

     (a)  If any payment of principal of, or any 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
          2.03(j), 3.02 or 3.03, a Conversion pursuant to Section 2.07 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 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
<PAGE>

                                      -35-

          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 or Conversion into a Eurodollar Rate Loan the applicable
          conditions set forth in Article IV or (ii) any failure by the Borrower
          to make a Borrowing of or Conversion into a Eurodollar Rate 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 Eurodollar Rate 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 Eurodollar Rate Loan
          that was to have been made or into which another Loan was to have been
          Converted for the period from the date such Borrowing or Conversion
          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.

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 assets of, deposits with or for the
          account
<PAGE>

                                      -36-

          of or credit extended by any Lender or the Issuer (except any such
          reserve requirement that is reflected in the Eurodollar Rate Reserve
          Percentage), or shall impose on such Lender or the Issuer or the
          London interbank market any other condition affecting this Agreement
          or Eurodollar Rate Loans made by such Lender or any Letter of Credit
          or participation therein, and the result of any of the foregoing shall
          be to increase the cost to such Lender or the Issuer of making or
          maintaining any Eurodollar Rate Loan or increase the cost to such
          Lender or the Issuer of issuing or maintaining any Letter of Credit,
          paying or funding any draw request thereunder or purchasing or
          maintaining a participation therein, or to reduce the amount of any
          sum received or receivable by such Lender hereunder or the Issuer
          hereunder or under any Letter of Credit Reimbursement Agreement
          (whether of principal, interest, fees or otherwise) by an amount
          reasonably determined by such Lender or the Issuer to be material,
          then the Borrower will pay to such Lender or the Issuer, as the case
          may be, following receipt of a notice from such Lender or the Issuer,
          as the case may be, to such effect, such additional amount or amounts
          as will compensate such Lender or the Issuer, as the case may be, for
          such additional costs incurred or reduction suffered.

     (b)  If any Lender or the Issuer 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 the Issuer or
          any Lender's or the Issuer'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
          or the Issuer's capital or on the capital of such Lender's or the
          Issuer's holding company, if any, as a consequence of this Agreement,
          the Commitment of such Lender or the Loans made by such Lender or
          participations in Letters of Credit purchased by such Lender pursuant
          hereto or the Letters of Credit issued by the Issuer pursuant hereto
          to a level below that which such Lender or the Issuer or such Lender's
          or the Issuer's holding company could have achieved but for such
          applicability, adoption, change or compliance (taking into
          consideration such Lender's or the Issuer's policies and the policies
          of such Lender's or the Issuer's holding company with respect to
          capital adequacy) by an amount reasonably determined by such Lender or
          the Issuer to be material, then from time to time the Borrower will
          pay to such Lender or the Issuer, as the case may be, following
          receipt of a notice from such Lender or the Issuer, as the case may
          be, to such effect, such additional amount or amounts as shall
          compensate such Lender or the Issuer or such Lender's or the Issuer's
          holding company for any such reduction suffered.
<PAGE>

                                      -37-

     (c)  The Issuer or 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.

3.06  Taxes.
      -----

      (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, the Issuer 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, the Issuer 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, the Issuer 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, the
          Issuer 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, THE ISSUER 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, the Issuer or the Agent.  Payments in respect of the foregoing
<PAGE>

                                      -38-

          indemnification shall be made by the Borrower within five days after
          the date such Lender, the Issuer 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, the Issuer 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, the Issuer 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:

          (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
<PAGE>

                                      -39-

                 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

          (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.

3.07 Substitution of Lender.  If (a) the obligation of any Lender to make or
     ----------------------
     Convert Loans into Eurodollar Rate Loans has been suspended pursuant to
     Section 2.06(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
     Issuer, 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, participations in Letters of Credits and other rights and
     obligations hereunder relative to the Commitment 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.
<PAGE>

                                      -40-

                                  ARTICLE IV

                    CONDITIONS TO LOANS; LETTERS OF CREDIT

4.01 Conditions to Loans and Letters of Credit. The obligation of each Lender to
     -----------------------------------------
     make its initial Loan and the obligation of the Issuer to issue the initial
     Letters of Credit are subject to the Agent's receipt of each of the
     following, in sufficient number for each of the Lenders and the Issuer and
     in form and substance reasonably satisfactory to the Agent:

     (a)  a duly executed Note for each Lender, in each case dated as of the
          date of this Agreement;

     (b)  a Secretary's Certificate, dated the Closing Date, in the form of
          Exhibit 4.01(b)-1, to which shall be attached copies of the Charter
          Documents, as amended, modified and supplemented and in effect on the
          Closing Date, of the Borrower and 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;

     (c)  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;

     (d)  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;

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

     (f)  opinions of counsel for the Borrower, dated the Closing Date, in the
          forms of Exhibits 4.01(f)-1, 4.01(f)-2 and 4.01(f)-3;

     (g)  a certificate of a Responsible Officer, dated the Closing Date, in the
          form of Exhibit 4.01(g) 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 or the issuance of a
          Letter of Credit on the Closing Date;

     (h)  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; (ii) 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
<PAGE>

                                      -41-

          proceeds of the Term Loans; and (B) after the proeeds 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; (iii) all commitments to lend under each such credit
          agreement have been or will be terminated; and (iv) any Liens under
          each such credit agreement have been or will be released;

     (i)  (i) the results of a recent search of the Uniform Commercial Code and
          tax lien records in (A) 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 (B) the probate
          court in all counties in Alabama in which the Borrower's assets are
          located, which shall reveal no Liens on any of the property or assets
          of the Borrower, or any revenues, income or profits therefrom, except
          Permitted Liens, and shall otherwise be satisfactory to the Agent, and
          (ii) the results of a recent search of the real property records of
          Harris County, Texas, which shall reveal no Liens on the Houston
          Facility, except Permitted Liens, and shall otherwise be satisfactory
          to the Agent;

     (j)  an independent environmental report in form and substance satisfactory
          to the Agent from Pace Consultants, Inc.;

     (k)  receipt by the Agent and the Lenders of the:  (i) independent
          engineer's report by Pace Consultants, Inc. in form and substance
          satisfactory to the Agent and (ii) financial projections;

     (l)  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 Issuer and the Lenders that are due and payable on the
          Closing Date pursuant to this Agreement, any other Loan Document or
          the Fee Letter;

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

     (n)  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;

     (o)  a certified copy of the executed Term Credit Agreement, in form and
          substance reasonably satisfactory to the Agent;

     (p)  a duly executed Commercial Letter of Credit Reimbursement Agreement in
          the form attached hereto as Exhibit 2.03(c)-(1) and a duly executed
          Standby Letter of Credit Reimbursement Agreement in the form attached
          hereto as Exhibit 2.03(c)-(2);
<PAGE>

                                      -42-

     (q)  the Agent is satisfied that there shall not have occurred or become
          known:  (i) any material adverse condition or 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 Petroleos y Gas, 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; and

     (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 7.16 of this Agreement if this Agreement had then been in
          effect.

4.02 Conditions to Each Borrowing.  The obligation of any Lender to make a Loan
     ----------------------------
     on the occasion of each Borrowing, including its initial Loan, but not
     including a Loan pursuant to the second and last sentences of Section
     2.03(g) to fund a drawing under a Letter of Credit, is subject to the
     satisfaction of the following conditions precedent that on the date of such
     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 (other than
          in Section 5.06(a)(ii)) are true and correct in all material respects
          (unless made as of a specific date as set forth therein);

     (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.

4.03 Conditions to Each Letter of Credit.  The obligation of the Issuer to
     -----------------------------------
     issue any Letter of Credit, including the initial Letter of Credit, is
     subject to the satisfaction of the following conditions precedent that on
     the date of the issuance of such Letter of Credit:

     (a)  the Agent and the Issuer have received a Letter of Credit Request with
          respect to such Letter of Credit in accordance with Section 2.03(d);

     (b)  the Issuer has received a Letter of Credit Reimbursement Agreement and
          such other documents and items relating to such Letter of Credit as
          the Issuer reasonably may request;
<PAGE>

                                      -43-

     (c)  the representations and warranties set forth in Article V (other than
          in Section 5.06(a)(ii)) are true and correct in all material respects
          (unless made as of a specific date as set forth therein);

     (d)  no Default exists or would exist as a result of the issuance of such
          Letter of Credit;

     (e)  the issuance of such Letter of Credit will not contravene any
          Governmental Requirement applicable to the Issuer or any Lender; and

     (f)  the Agent and the Issuer are satisfied that such Letter of Credit is
          being issued for purposes not inconsistent with Section 5.13.

4.04 Conditions to Conversions.  The obligation of any Lender to Convert any
     -------------------------
     Loan into a Eurodollar Rate Loan pursuant to a Notice of Conversion is
     subject to the satisfaction of the following conditions precedent that on
     the date of Conversion:

     (a)  the Agent has received a Notice of Conversion in accordance with
          Section 2.07;

     (b)  the representations and warranties set forth in Article V (other than
          in Sections 5.05 and 5.06(a)(ii)) are true and correct in all material
          respects (unless made as of a specific date as set forth therein);

     (c)  no Default exists; and

     (d)  such Conversion will not contravene any Governmental Requirement
          applicable to such Lender.

4.05 Deemed Fulfilled Conditions.  Except to the extent that the Borrower has
     ---------------------------
     disclosed in the Notice of Borrowing, Letter of Credit Request or Notice of
     Conversion, as the case may be, 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 requested Borrowing, Letter of
     Credit issuance or Conversion, that an applicable condition specified in
     this Article IV will not be fulfilled as of the requested time for the
     making of such Loans, the issuance of such Letter of Credit or such
     Conversion, 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),
     4.03(e) or 4.04(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, issuance of the requested Letter of
     Credit or effecting the requested Conversion shall affect the right of each
     Lender not to make the Loans requested to be made by it, the Issuer not to
     issue such Letter of Credit or each Lender not to effect such Conversion if
     such condition has not been fulfilled at such time.
<PAGE>

                                      -44-

                                   ARTICLE V

                REPRESENTATIONS AND WARRANTIES OF THE BORROWER

In order to induce the Agent, the Issuer and each Lender to enter into this
Agreement and to make each Loan and issue each Letter of Credit requested to be
made or issued 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 and the issuance of any Letter of
Credit).

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. Each Subsidiary, if
     any, is a Wholly-Owned Subsidiary.

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 and the Notes 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
<PAGE>

                                      -45-

     (regardless of whether such 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 or assets of the
     Borrower or any Subsidiary (or upon any revenues, income or profits of the
     Borrower or any Subsidiary therefrom). No Governmental Approvals are
     required to be obtained, 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.

5.03 Compliance With Laws.  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, 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
     properties or assets, 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.

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

5.05 Litigation.  There is no Litigation 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, revoke, terminate, cancel, withdraw,
     suspend, modify or change adversely or withhold any Material Governmental
     Approval 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.
<PAGE>

                                      -46-

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, 2000, no change has occurred in the business,
               operations, properties or assets, 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, the Issuer 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.

          (ii) All Information that is made available after the date of this
               Agreement from time to time to the Agent, the Issuer 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
<PAGE>

                                      -47-

                 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, the Issuer 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.

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.

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
     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.

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
<PAGE>

                                      -48-

          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 or assets 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.

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 Houston Facility and the Birmingport Facility and good
     and valid title to the "Ballpark" (the preceding and following quoted terms
     having the meanings given them by the Contribution Agreement as in effect
     on the date of this Agreement) and (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 properties and assets that individually or in the aggregate are
     Material, and each Subsidiary has good and valid title to all its tangible
     properties and assets that individually or in the aggregate with the
     tangible properties and assets purported to be owned by all Subsidiaries
     are Material. All leases of property or assets 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 properties
     and assets and no default exists under such leases, except for such lack of
     such
<PAGE>

                                      -49-

     enjoyment and defaults that individually or in the aggregate could not
     reasonably be expected to have a Material Adverse Effect.

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.

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.

5.13 Use of Proceeds.  The Borrower will use (a) the proceeds of the Loans
     ---------------
     solely for working capital and general business purposes (including, in
     relation to the initial Borrowing hereunder, to refinance Indebtedness of
     the Borrower outstanding under the Existing Revolving Credit Agreement) and
     (b) request the issuance of Letters of Credit consistent with such
     purposes. 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.

                                  ARTICLE VI


                     FINANCIAL STATEMENTS AND INFORMATION

So long as any of the Commitments remain in effect and until payment in full of
the Loans, the Letter of Credit Obligations and all other Obligations that have
become due when the Loans and the Letter of Credit Obligations have been paid in
full, unless compliance with the provisions of the following Sections shall have
been waived in writing by the Required Lenders, the Borrower agrees as follows.

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:
<PAGE>

                                      -50-

          (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, 2001:

          (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 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
<PAGE>

                                      -51-

                 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

          (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, properties, 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 the commencement of any Litigation
          involving the Borrower or any of the Subsidiaries or any of their
          respective property or assets which (i) if adversely determined, could
          reasonably be expected to have a Material Adverse Effect, (ii)
          questions or involves the validity or enforceability of any of the
          Loan Documents or (iii) if adversely determined, could reasonably be
          expected to result in the rescission, revocation, termination,
          cancellation,
<PAGE>

                                      -52-

          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

     (f)  Requested Information.  Such information regarding the Loan Documents,
          ---------------------
          the Loans, the books and records, business, affairs, operations,
          property or assets, 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,
          the Issuer or any Lender may from time to time reasonably request.

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.

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
      premises or property of the Borrower or such Subsidiary, (b) during any
      such visit, inspect, and verify the amount, character and condition of,
      any of the properties or assets 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, the Issuer 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 or equipment or real property owned
      or leased by the Borrower on the date of this Agreement.
<PAGE>

                                      -53-

                                  ARTICLE VII

                               CERTAIN COVENANTS

So long as any of the Commitments remain in effect and until payment in full of
the Loans, the Letter of Credit Obligations and all other Obligations that have
become due when the Loans and the Letter of Credit Obligations have been paid in
full, unless compliance with the provisions of the following Sections shall have
been waived in writing by the Required Lenders, the Borrower agrees as follows.

7.01  Maintenance of Existence and Properties.
      ---------------------------------------

      (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 and privileges
           useful or necessary in the conduct of its business, except to the
           extent that the failure to keep and maintain such rights, franchises,
           licenses 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 properties, owned or leased, that are 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.
<PAGE>

                                      -54-

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.

      (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.

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 properties or assets 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 properties
      or assets 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.

7.04  Insurance; Casualty.
      -------------------

      (a)  The Borrower shall and shall cause each Subsidiary to maintain
           insurance with financially sound and reputable insurance companies or
           associations in such amounts and covering such risks as is usually
           carried by Persons engaged in similar businesses and owning similar
           properties in the same general areas in which the Borrower or such
           Subsidiary operates, including, without limitation, public liability
           insurance, casualty insurance against loss or damage to its
           properties and assets and business interruption insurance.

      (b)  In the case of any damage or casualty to any property, plant or
           equipment of the Borrower or any Subsidiary, 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 casualty or other applicable insurance policies (other than
           business interruption insurance policies) relating to such property,
           plant or equipment and shall use the proceeds of such 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, plant or equipment promptly and in a good workmanlike
           manner, (ii) otherwise reinvest the proceeds in
<PAGE>

                                      -55-

           property, plant or equipment for any of the lubes, aromatics or
           refining businesses of the Borrower or, in the case of proceeds
           received in respect of the property, plant or equipment of such
           Subsidiary, the business of the Borrower or such Subsidiary, or (iii)
           prepay Term Loans.

7.05  Liens. The Borrower shall not and shall not permit any Subsidiary to
      -----
      create, assume or permit to exist any Lien on any of its properties or
      assets other than Permitted Liens.

7.06  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:

           (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 7.06, 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 December 31, 1998 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 December
      30, 1998. Nothing in this Section 7.06 restricts the creation of
      Distribution Debt in accordance with Section 7.3.(C) of the Partnership
      Agreement.
<PAGE>

                                      -56-

7.07  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
      properties and assets 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 properties and assets to the
      Borrower or any other Subsidiary so long as no Default exists or would
      exist after giving effect thereto.

7.08  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 properties or assets (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 or assets by a Subsidiary to the Borrower or a Subsidiary or
      loans or advances of funds by the Borrower to a Subsidiary, (d) 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 7.06 and (g) in
      transactions permitted by Section 7.07.

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

      (a)  the Loans and Letter of Credit Obligations;

      (b)  the Term Loans and 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 Commitment then in effect, having a
                maturity not later than the Termination Date and providing for
                regularly scheduled net settlement payments based upon
<PAGE>

                                      -57-

                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 commitment then in effect of the lenders
                parties to the Term Credit Agreement to make Term Loans, having
                a maturity not later than the Term 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 7.14; and

     (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.

7.10  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
      Subsidiaries or between or among Subsidiaries (except transactions not
      otherwise permitted by this Article) and (d) any transaction to the extent
      not otherwise restricted or prohibited by this Article 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.

7.11  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 or
      assets 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.

7.12  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
<PAGE>

                                      -58-

      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.

7.13  Investments. 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, purchase or acquire in a single transaction or
      series of transactions all or substantially all of the properties or
      assets 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 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 7.07.

7.14  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 7.14.

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

7.16  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.
<PAGE>

                                      -59-

      (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.

7.17  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 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
      7.17(a); and provided, further, that any amendments or modifications of or
                   --------  -------
      supplements to the Crude Supply Agreement permitted or consented to under
      this Section 7.17(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 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
<PAGE>

                                      -60-

          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 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.

7.18  Use of Proceeds. The Borrower shall not use or permit the use of all or
      ---------------
      any portion of the proceeds of any Loan, or request the issuance of any
      Letter of Credit, for any purpose other than as represented and warranted
      in Section 5.13.

                                 ARTICLE VIII

                                    DEFAULT

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 or any
           Reimbursement Obligation when the same becomes due and payable; or
           the Borrower fails to pay any interest on any Note, any fees required
           by Section 2.05 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), 7.05 (except as to Liens for state and local
           taxes payable to Governmental Authorities in states other than
           Alabama and Texas), 7.07, 7.08, 7.09 (other than clause (f) thereof),
           7.10, 7.11, 7.12, 7.14, 7.16, 7.17 or 7.18; (ii) any term, covenant,
           condition or agreement contained in Section 7.06 or 7.13 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; or (iii) any term, covenant, condition or agreement
           contained in this Agreement or any other Loan Document (other than a
           term,
<PAGE>

                                      -61-


          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;

     (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 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 assets, (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
          assets 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;
<PAGE>

                                      -62-

     (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 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)  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;

     (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;
<PAGE>

                                      -63-

          (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 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 used) 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
<PAGE>

                                      -64-

                 continued, together with all then continuing such failures,
                 could reasonably be expected to have a Material Adverse Effect;

     (j)  A Change of Control occurs;

     (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 properties or assets 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 properties or assets of the Borrower or any Subsidiary
                 (or upon 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
<PAGE>

                                      -65-

               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;

     (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.

     (m)  notwithstanding any provision of Article VII (including, without
          limitation Section 7.06) 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.

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; (b) demand that the
     Borrower deliver cash collateral to the Agent in an amount equal to the
     aggregate amount of the then Letter of Credit Undrawn Amount to be held in
     accordance with Section 8.04, whereupon the Borrower shall be obligated to
     deliver such cash collateral immediately; and (c) terminate, in whole or,
     from time to time, in part, the Commitments (other than the Commitments to
     make Loans pursuant to the second and last sentences of Section 2.03(g));
     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, the
     Issuer or any Lender shall be entitled to exercise any of its rights or
     remedies under Section 8.05 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)
<PAGE>

                                      -66-

     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 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 (other than the Commitments to make Loans pursuant to the
     second and last sentences of Section 2.03(g)) 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.

8.03 Application of Proceeds. During the continuance of any Event of Default,
     -----------------------
     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),
     be applied by the Agent to the Obligations, as follows: (a) first, to pay
     (i) interest on and the principal of any portion of any Loan which the
     Agent has advanced on behalf of any Lender and (ii) any amount in respect
     of a drawing under a Letter of Credit which the Issuer has paid, in either
     case, for which the Agent or the Issuer has not then been reimbursed by any
     Lender or the Borrower; (b) second, to pay Obligations in respect of any
     fees, expense reimbursements or indemnities then due to the Agent or the
     Issuer; (c) third, to pay Obligations in respect of any fees, expense
     reimbursements or indemnities then due to the Lenders; (d) fourth, to pay
     interest due in respect of the Loans; (e) fifth, to pay or prepay principal
     outstanding on the Loans; (f) sixth, to pay all Obligations owed to Lenders
     in respect of any Interest Rate Protection Agreements respecting the Loans;
     and (g) seventh, to pay all other Obligations, or in such other order and
     manner as the Agent shall determine, and the Borrower shall remain liable
     to the Agent, the Issuer and the 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.

8.04 Cash Collateral. If cash collateralization of any Letter of Credit
     ---------------
     Obligations is required pursuant to any provision of any of the Loan
     Documents, including, without limitation, Section 8.02, then such cash
     collateralization shall be made by deposit by the Borrower of Dollars in
     immediately available funds, in the amount of such required cash
     collateralization, into a non-interest bearing cash collateral account at
     the Agent's Office, which account shall be under the sole dominion and
     control of the Agent and is hereby pledged to the Agent for the benefit of
     itself, the Issuer and the Lenders as security for the
<PAGE>

                                      -67-

     payment of any Letter of Credit Obligations and any other Obligations that
     may become payable under any Loan Documents. Funds deposited in such
     account shall (a) automatically be applied by the Agent to reimburse the
     Issuer for all Reimbursement Obligations the Borrower has not paid, and
     thereafter (b) may be applied by the Agent against the Letter of Credit
     Obligations as they become due or, if the maturity of the Loans has been
     accelerated, against payment of any other Obligations under the Loan
     Documents as such amounts become due. Any funds remaining in such account
     when all Letter of Credit Obligations and all other Obligations payable
     under the Loan Documents have been paid shall be promptly remitted to the
     Borrower.

8.05 Set-Off; Suspension of Payment and Performance. The Agent, the Issuer and
     ----------------------------------------------
     each Lender is 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 and
     including amounts to which such Person is entitled with respect to Letter
     of Credit Obligations), 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, the Issuer and each Lender under this
     Section 8.05 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.

8.06 Sharing of Recoveries. The Agent, the Issuer 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 8.06 shall, with respect to
     such 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.
<PAGE>

                                      -68-

                                  ARTICLE IX

                                   THE AGENT

9.01 Appointment and Powers.  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.

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
     the Issuer or 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 the Issuer or 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 the Issuer or 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 the Issuer or
     any Lender for the negligence 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 Issuer and 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.

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,
     the Issuer 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 and the Issuer. 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
<PAGE>

                                      -69-

     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.

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.

9.05 Indemnification.  The Lenders agree to indemnify the Agent (to the extent
     ---------------
     not reimbursed by the Borrower under the Loan Documents), ratably on the
     basis of the outstanding Loans and Letter of Credit Obligations of the
     Lenders (or, if no Loans or Letter of Credit Obligations 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 (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 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. 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.

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
     and the Issuer by the Agent under the Loan Documents, the Agent shall have
     no obligation to provide any Lender or the Issuer 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.
<PAGE>

                                      -70-

9.07  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, the Issuer 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.

9.08  CERTAIN INTENTIONS.  THE ISSUER AND THE LENDERS SEVERALLY ACKNOWLEDGE TO
      ------------------
      THE AGENT THAT THE PROVISIONS OF THIS ARTICLE IX WHICH RELEASE THE AGENT
      FROM LIABILITY, LIMIT THE AGENT'S LIABILITY, DUTIES OR RESPONSIBILITIES OR
      PROVIDE FOR THE INDEMNIFICATION OF THE 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 HARMLESS FROM THE CONSEQUENCES OF ITS
      OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

                                   ARTICLE X

                                 MISCELLANEOUS

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:
<PAGE>

                                      -71-

          (i)    if to the Borrower, to it at:

                 12000 Lawndale
                 Houston, Texas 77252-2451
                 Telecopier No.: (713) 321-6900
                 Telephone No.: (713) 321-5307
                 Attention:  Vice President -- General Manager of Planning and
                 Administration

                 With a copy to:

                 Lyondell Chemical Company
                 One Houston Center
                 1221 McKinney
                 Houston, Texas  77010
                 Telecopier No.: (713) 652-4598
                 Telephone No.: (713) 309-7688
                 Attention: Assistant Treasurer, Banking and Foreign Exchange

          (ii)   if to the Issuer, to it at:

                 11 Madison Avenue
                 13/th/ Floor
                 New York, NY  10010
                 Attention: Kateline Martinez
                 Telephone No.: 212-325-9935
                 Telecopier No.: 212-325-8304

          (iii)  if to the Agent, to it at:

                 11 Madison Avenue
                 13/th/ Floor
                 New York, NY  10010
                 Attention: Kateline Martinez
                 Telephone No.: 212-325-9935
                 Telecopier No.: 212-325-8304

          (iv)   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.
<PAGE>

                                      -72-

      (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.

10.02 Expenses; Indemnification.  Whether or not any Loans are made or any
      -------------------------
      Letters of Credit are issued 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 Issuer 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 or the issuance of the Letters of
          Credit, excluding any such taxes imposed as a result of the assignment
          (otherwise than pursuant to Section 2.01(b)(iv) or 3.07) of any Loan
          or portion thereof;

      (b) pay or reimburse the Agent for all reasonable out-of-pocket costs and
          expenses (including reasonable fees and disbursements of legal counsel
          collectively retained by the Agent and appraisers, accountants and
          other experts employed or retained by the Agent) incurred by the 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 Issuer 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 Issuer 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 Issuer 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 and the Issuer for all reasonable costs and
          expenses (including reasonable fees and disbursements of legal counsel
          and other experts employed or retained by such Lender or the Issuer)
          at such time incurred by such Lender or the Issuer in connection with,
          arising out of or in any way related to protecting, preserving,

<PAGE>

                                      -73-

          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
          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,
<PAGE>

                                      -74-

          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 (i) 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, the
          Issuer and the Lenders and (ii), 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 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.

10.03 Rights Cumulative.  Each of the rights and remedies of the Agent, the
      -----------------
      Issuer 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.

10.04 Confidentiality.
      ---------------

      (a) The Agent, the Issuer 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, Letters of Credit 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
<PAGE>

                                      -75-

          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, the Issuer 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 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, the Issuer 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 Issuer, 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.
<PAGE>

                                      -76-

      (d) The foregoing will not prohibit the disclosure of any Confidential
          Information by the Agent, the Issuer 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, the Issuer 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, the Issuer 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, the Issuer 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.

      (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.

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
      or the Issuer are affected thereby, by the Agent or the Issuer, as the
      case may be, and by the Borrower; provided, however, that no such
                                        --------  -------
      amendment or waiver shall be effective, unless in writing and signed by
      each Lender affected thereby, to the extent it (a) changes the several
      nature or the amount (except pursuant to Section 2.04) or extends the term
      of such Lender's Commitment, (b) reduces the principal of or the rate of
      interest on the Loans, Reimbursement Obligations or Notes, the amount of
      such Lender's participation in any Letter of Credit 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, Reimbursement Obligations, or
      participations in Letters of Credit or any fees payable pursuant to any
      Loan Document, (d) waives any condition precedent to the initial Loans or
      Letters of Credit, (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 8.06, this Section 10.05 or Section 10.12. Unless otherwise
      specified in such waiver, a waiver of any right
<PAGE>

                                      -77-

      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, the Issuer 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, the Issuer or any Lender under the Loan
      Documents or Governmental Requirements.

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 and the
          Issuer shall have given their 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 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 $10,000,000; 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 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
          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 2.05 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, principal amount of
          the Loans owing to and Letter of Credit Obligations of, 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, the Issuer 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
<PAGE>

                                      -78-

          of this Agreement, notwithstanding notice to the contrary. The
          Register shall be available for inspection by the Borrower, the Issuer
          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 and the
          Issuer 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 and the
          Issuer.  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
          or Notes, as the case may be, of the assignor Lender, issue a new Note
          or Notes, as the case may be, 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 or Notes, as the case may be, 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, the Issuer or any other Lender;
          provided, however, that no Lender shall sell any such participation,
          --------  -------
          or permit the resale or transfer of any such participation, 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 2.05, 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.
<PAGE>

                                      -79-

     (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 source
                                      --------
          of 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, 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 contained in
          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.

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 (WITHOUT
      GIVING EFFECT TO ITS CHOICE OF LAW PRINCIPLES). EACH LETTER OF CREDIT
      SHALL BE GOVERNED BY AND
<PAGE>

                                      -80-

      CONSTRUED IN ACCORDANCE WITH THE LAWS OR RULES DESIGNATED IN THE
      APPLICABLE LETTER OF CREDIT REIMBURSEMENT AGREEMENT.

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, THE LENDERS AND THE ISSUER. NOTHING
      HEREIN SHALL AFFECT THE RIGHT OF THE AGENT, ANY LENDER, THE 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, THE 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 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
<PAGE>

                                      -81-

       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.

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.

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 it shall have been executed by
       the Borrower, the Issuer and the Agent and when 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.

10.11  Entire Agreement. This Agreement, the Notes and the other Loan Documents
       ----------------
       embody the entire agreement among the Borrower, the Agent, the Issuer 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.

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
<PAGE>

                                      -82-

       any of its rights or obligations under this Agreement without the prior
       written consent of all Lenders.
<PAGE>

                                      S-1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers all as of July 20, 2001.

                                     LYONDELL-CITGO REFINING LP


                                     By:______________________________________
                                        Name:
                                        Title:
<PAGE>

                                      S-2

                                     CREDIT SUISSE FIRST BOSTON,
                                       as Issuer, Agent and Lender



                                     By:______________________________________
                                        Name:
                                        Title:


                                     By:______________________________________
                                        Name:
                                        Title:
<PAGE>

                                      S-3

                                     BANK OF AMERICA, N.A.



                                     By:______________________________________
                                        Name:
                                        Title:
<PAGE>

                                      S-4

                                     THE CHASE MANHATTAN BANK



                                     By:______________________________________
                                        Name:
                                        Title:
<PAGE>

                                      S-5

                                     THE BANK OF NOVA SCOTIA



                                     By:______________________________________
                                        Name:
                                        Title:
<PAGE>

                                      S-6

                                     CREDIT LYONNAIS NEW YORK BRANCH



                                     By:______________________________________
                                        Name:
                                        Title:
<PAGE>

                                      S-7

                                     FLEET NATIONAL BANK



                                     By:______________________________________
                                        Name:
                                        Title:
<PAGE>

                                      S-8

                                     THE DAI-ICHI KANGYO BANK, LTD.



                                     By:______________________________________
                                        Name:
                                        Title:
<PAGE>

                                      S-9

                                        THE FUJI BANK, LIMITED


                                        By:_______________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-10

                                        THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, NEW YORK BRANCH


                                        By:_____________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-11

                                        THE ROYAL BANK OF SCOTLAND plc


                                        By:___________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-12

                                        SUNTRUST BANK


                                        By:___________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-13

                                        ARAB BANKING CORPORATION


                                        By:_____________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-14

                                        BANK OF OKLAHOMA N.A.


                                        By:_______________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-15

                                        COBANK, ACB


                                        By:_______________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-16

                                        BAYERISCHE HYPO-UND VEREINSBANK
                                          AG, NEW YORK BRANCH


                                        By:_______________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-17

                                        WESTDEUTSCHE LANDESBANK
                                          GIROZENTRALE, NEW YORK BRANCH


                                        By:_____________________________
                                           Name:
                                           Title:


                                        By:_____________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-18

                                        BANK OF SCOTLAND


                                        By:______________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-19

                                        FORTIS CAPITAL CORP


                                        By:______________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-20

                                        NATEXIS BANQUES POPULAIRES


                                        By:____________________________
                                           Name:
                                           Title:
<PAGE>

                                     S-21

                                        BANK ONE, N.A.


                                        By:______________________________
                                           Name:
                                           Title: