<PAGE>
                                                                    Exhibit 10.1
                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of December 19, 2001

                                      among

                             GIANT INDUSTRIES, INC.,

                    THE FINANCIAL INSTITUTIONS PARTIES HERETO

                                       and

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

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

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ARTICLE I     DEFINITIONS..................................................     1
  1.01  Certain Defined Terms..............................................     1
  1.02  Other Interpretive Provisions......................................    19
  1.03  Accounting Principles..............................................    19
ARTICLE II    THE CREDITS..................................................    19
  2.01  Amounts and Terms of Commitments...................................    19
  2.02  Loan Accounts......................................................    20
  2.03  Procedure for Borrowing............................................    20
  2.04  Conversion and Continuation Elections..............................    21
  2.05  Termination or Reduction of Commitments............................    21
    (a)   Voluntary Termination or Reduction...............................    21
    (b)   Additional Provisions............................................    22
  2.06  Optional Prepayments...............................................    22
  2.07  Borrowing Base Determinations, Mandatory Prepayments of Loans......    22
  2.08  Repayment..........................................................    22
    (a)   Principal........................................................    22
    (b)   Interest.........................................................    22
  2.09  Fees...............................................................    23
    (a)   Arrangement, Agency Fees.........................................    23
    (b)   Commitment Fees..................................................    23
  2.10  Computation of Fees and Interest...................................    23
  2.11  Payments by the Company............................................    24
  2.12  Payments by the Lenders to the Administrative Agent................    24
  2.13  Sharing of Payments, Etc...........................................    25
  2.14  Security and Guaranty..............................................    25
ARTICLE III   THE LETTERS OF CREDIT........................................    25
  3.01  The Letter of Credit Facility......................................    25
  3.02  Issuance, Amendment and Renewal of Letters of Credit...............    26
  3.03  Existing Letters of Credit, Risk Participations, Drawings
        and Reimbursements.................................................    27
  3.04  Repayment of Participations........................................    29
  3.05  Role of the Issuing Bank...........................................    29
  3.06  Obligations Absolute...............................................    30
  3.07  Cash Collateral Pledge.............................................    30
  3.08  Letter of Credit Fees..............................................    31
  3.09  Cash Collateralization.............................................    31
  3.10  Uniform Customs and Practice.......................................    32
ARTICLE IV    TAXES, YIELD PROTECTION AND ILLEGALITY.......................    32
  4.01  Taxes..............................................................    32
  4.02  Illegality.........................................................    33
  4.03  Increased Costs and Reduction of Return............................    33
  4.04  Funding Losses.....................................................    34
  4.05  Inability to Determine Rates.......................................    34
  4.06  Certificates of Lenders............................................    35
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  4.07  Substitution of Lenders............................................    35
  4.08  Survival...........................................................    35
ARTICLE V     CONDITIONS PRECEDENT.........................................    35
  5.01  Conditions of Initial Credit Extensions............................    35
    (b)   Resolutions; Incumbency Organization Documents...................    35
    (c)   Certificate (Organization, Qualification and Good Standing)......    36
    (d)   Legal Opinions...................................................    36
    (e)   Payment of Fees..................................................    36
    (f)   Certificate (Representations and Warranties, Etc.)...............    36
    (g)   Certificate (Repurchased Shares).................................    36
    (h)   Certificate (Borrowing Case Certificate).........................    36
    (i)   Collateral Documents.............................................    36
    (j)   Other Documents..................................................    37
  5.02  Conditions to All Credit Extensions................................    37
    (a)   Notice, Application..............................................    37
    (b)   Continuation of Representations and Warranties...................    37
    (c)   No Existing Default..............................................    37
    (d)   No Material Adverse Effect.......................................    37
    (e)   No Future Advance Notice.........................................    37
ARTICLE VI    REPRESENTATIONS AND WARRANTIES...............................    38
  6.01  Corporate Existence and Power......................................    38
  6.02  Corporate Authorization; No Contravention..........................    38
  6.03  Governmental Authorization.........................................    38
  6.04  Binding Effect.....................................................    38
  6.05  Litigation.........................................................    38
  6.06  No Default.........................................................    38
  6.07  ERISA Compliance...................................................    39
  6.08  Use of Proceeds; Margin Regulations................................    39
  6.09  Title to Properties................................................    39
  6.10  Taxes..............................................................    39
  6.11  Financial Condition................................................    40
  6.12  Environmental Matters..............................................    40
  6.13  Regulated Entities.................................................    40
  6.14  No Burdensome Restrictions.........................................    40
  6.15  Copyrights, Patents, Trademarks and Licenses, etc..................    40
  6.16  Subsidiaries.......................................................    40
  6.17  Insurance..........................................................    41
  6.18  Full Disclosure....................................................    41
  6.19  Solvency...........................................................    41
  6.20  Labor Relations....................................................    41
  6.21  Collateral Documents...............................................    41
  6.22  Purchase, Redemption and Acquisition of Shares.....................    41
ARTICLE VII     AFFIRMATIVE COVENANTS......................................    42
  7.01  Financial Statements...............................................    42
  7.02  Certificates; Other Information....................................    42
  7.03  Notices............................................................    43
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  7.04  Preservation of Corporate Existence, Etc...........................    43
  7.05  Maintenance of Property............................................    44
  7.06  Insurance..........................................................    44
  7.07  Payment of Obligations.............................................    44
  7.08  Compliance with Laws...............................................    44
  7.09  Compliance with ERISA..............................................    44
  7.10  Inspection of Property and Books and Records.......................    45
  7.11  Environmental Laws.................................................    45
  7.12  New Subsidiary Guarantors; New Subsidiary Security Agreements......    45
  7.13  Use of Proceeds....................................................    46
  7.14  Subordinated Indebtedness..........................................    46
  7.15  Further Assurances.................................................    46
ARTICLE VIII    NEGATIVE COVENANTS.........................................    46
  8.01  Limitation on Liens................................................    46
  8.02  Disposition of Assets..............................................    47
  8.03  Consolidations and Mergers.........................................    48
  8.04  Loans and Investments..............................................    48
  8.05  Limitation on Subsidiary Indebtedness..............................    49
  8.06  Transactions with Affiliates.......................................    49
  8.07  Use of Proceeds....................................................    49
  8.08  Contingent Obligations.............................................    49
  8.09  Restricted Payments................................................    50
  8.10  Subsidiary Dividends...............................................    50
  8.11  Subordinated Notes.................................................    51
  8.12  Minimum Consolidated Net Worth.....................................    51
  8.13  Minimum Interest Coverage Ratio....................................    51
  8.14  Maximum Capitalization Ratio.......................................    51
  8.15  ERISA..............................................................    51
  8.16  Change in Business.................................................    51
  8.17  Accounting Changes.................................................    51
ARTICLE IX    EVENTS OF DEFAULT............................................    51
  9.01  Event of Default...................................................    51
    (a)   Non-Payment......................................................    51
    (b)   Representation or Warranty.......................................    52
    (c)   Specific Defaults................................................    52
    (d)   Other Defaults...................................................    52
    (e)   Cross-Default....................................................    52
    (f)   Insolvency; Voluntary Proceedings................................    52
    (g)   Involuntary Proceedings..........................................    52
    (h)   ERISA............................................................    53
    (i)   Monetary Judgments...............................................    53
    (j)   Change of Control................................................    53
    (k)   Loss of Permit...................................................    53
    (l)   Adverse Change...................................................    53
    (m)   Guaranty Default.................................................    53
    (n)   Invalidity of Subordination Provisions...........................    53
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    (o)   Prepayment of Subordinated Notes.................................    53
    (p)   Collateral.......................................................    54
  9.02  Remedies...........................................................    54
  9.03  Rights Not Exclusive...............................................    54
ARTICLE X     THE AGENT....................................................    55
  10.01   Appointment and Authorization....................................    55
  10.02   Delegation of Duties.............................................    55
  10.03   Liability of Administrative Agent................................    55
  10.04   Reliance by Administrative Agent.................................    56
  10.05   Notice of Default................................................    56
  10.06   Credit Decision..................................................    56
  10.07   Indemnification..................................................    57
  10.08   Administrative Agent in Individual Capacity......................    57
  10.09   Successor Administrative Agent...................................    57
  10.10   Withholding Tax..................................................    58
  10.11   Collateral Matters...............................................    59
ARTICLE XI    MISCELLANEOUS................................................    60
  11.01   Amendments and Waivers...........................................    60
  11.02   Notices..........................................................    61
  11.03   No Waiver; Cumulative Remedies...................................    61
  11.04   Costs and Expenses...............................................    61
  11.05   Indemnity........................................................    62
  11.06   Payments Set Aside...............................................    63
  11.07   Successors and Assigns...........................................    63
  11.08   Assignments, Participations, etc.................................    63
  11.09   Confidentiality..................................................    65
  11.10   Set-off..........................................................    65
  11.11   Interest.........................................................    65
  11.12   Indemnity and Subrogation........................................    66
  11.13   Automatic Debits of Fees.........................................    67
  11.14   Notification of Addresses, Lending Offices, Etc..................    67
  11.15   Counterparts.....................................................    67
  11.16   Severability.....................................................    67
  11.17   No Third Parties Benefitted......................................    67
  11.18   GOVERNING LAW....................................................    67
  11.19   WAIVER OF JURY TRIAL.............................................    68
  11.20   Assignment.......................................................    68
  11.21   Entire Agreement.................................................    68
</TABLE>


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<PAGE>
SCHEDULES

Schedule 1.01       Preferred Eligible Account Obligors
Schedule 2.01       Commitments
Schedule 2.02       Pricing Chart
Schedule 3.03       Existing Letters of Credit
Schedule 6.11       Undisclosed Liabilities
Schedule 6.16       Subsidiaries and Minority Interests
Schedule 8.01       Permitted Liens
Schedule 8.04       Permitted Loans and Investments
Schedule 8.05       Certain Permitted Indebtedness
Schedule 8.08       Certain Contingent Obligations
Schedule 11.02      Lending Offices; Addresses for Notices

EXHIBITS

Exhibit A           Form of Notice of Borrowing
Exhibit B           Form of Notice of Conversion/Continuation
Exhibit C           Form of Compliance Certificate
Exhibit D-1         Form of Legal Opinion of Company's Counsel
Exhibit D-2         Form of Legal Opinion of Company's Special Counsel
Exhibit E           Form of Assignment and Acceptance
Exhibit F           Form of Note
Exhibit G           Form of Amended and Restated Guaranty Agreement
Exhibit H           Form of Borrowing Base Report
Exhibit I-1         Form of Amended and Restated Security Agreement (Parent)
Exhibit I-2         Form of Amended and Restated Security Agreement (Subsidiary)


                                      - v -
<PAGE>
                      AMENDED AND RESTATED CREDIT AGREEMENT

      This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December
19, 2001, among GIANT INDUSTRIES, INC., a Delaware corporation (the "COMPANY"),
the several financial institutions from time to time parties to this Agreement
(collectively, the "LENDERS"; individually, a "LENDER"), and BANK OF AMERICA,
N.A. (Successor by merger to Bank of America National Trust and Savings
Association), as administrative agent for the Lenders and as Letter of Credit
Issuing Bank.

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

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

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

                                    ARTICLE I

                                   DEFINITIONS

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

            "ACQUISITION" means any transaction or series of related
transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of any
business or division of a Person, (b) the acquisition of in excess of 50% of the
capital stock of a corporation (or similar entity), which stock has ordinary
voting power for the election of the members of the acquiree's board of
directors or persons exercising similar functions (other than stock having such
power only by reason of the happening of a contingency), or the acquisition of
in excess of 50% of the partnership interests or equity of any Person not a
corporation which acquisition gives the acquirer the power to direct or cause
the direction of the management and policies of the acquiree, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary) provided that the Company or a Subsidiary of the Company
is the surviving entity.

            "ADMINISTRATIVE AGENT" means Bank of America, N.A. in its capacity
as agent for the Lenders hereunder, and any successor agent arising under
SECTION 10.09.

            "ADMINISTRATIVE AGENT'S PAYMENT OFFICE" means the address for
payments set forth on SCHEDULE 11.02 hereto in relation to the Administrative
Agent, or such other address as the Administrative Agent may from time to time
specify.

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

            "AGENT-RELATED PERSONS" means Bank of America and any successor
Administrative Agent arising under SECTION 10.09 and any successor Letter of
Credit Issuing Bank hereunder, together with their respective Affiliates
(including, in the case of Bank of America, the Arranger) and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

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

            "ALBUQUERQUE TERMINAL" means the terminal owned by Giant
Mid-Continent, Inc. and operated by Giant Industries Arizona, Inc., located in
or near Albuquerque, New Mexico.

            "APPLICABLE MARGIN" means with respect to Base Rate Loans and
Offshore Rate Loans, respectively, the specified percent per annum therefor set
forth in SCHEDULE 2.02 corresponding to the applicable pricing level determined
in accordance therewith.

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

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

            "ASSIGNEE" has the meaning specified in SUBSECTION 11.08(a).

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

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

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

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

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

            "BLOOMFIELD REFINERY" means the refinery owned by San Juan Refining
Company, and operated by Giant Industries Arizona, Inc., located in or near
Farmington, New Mexico.

            "BNY INDENTURE" means that certain Indenture dated August 26, 1997,
between the Company, as Issuer, The Bank of New York, as Trustee, and others
evidenced by the BNY Subordinated Notes.


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            "BNY SUBORDINATED NOTES" means the $150,000,000 9% Senior
Subordinated Notes due 2007 issued by the Company under the BNY Indenture.

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

            "BORROWING BASE" means the amount calculated monthly pursuant to
SECTION 2.07(A) based upon information contained in the Borrowing Base Report.

            "BORROWING BASE REPORT" means that report delivered monthly by the
Company to the Administrative Agent in form of EXHIBIT H hereto.

            "BORROWING DATE" means any date on which a Borrowing occurs under
ARTICLE II.

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

            "CAPITAL ADEQUACY REGULATION" means any guideline, request or
directive of any central bank or other Governmental Authority, or any other law,
rule or regulation, whether or not having the force of law, in each case,
regarding capital adequacy of any bank or of any corporation controlling a bank.

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

            "CAPITAL LEASE" means a capital lease as determined in accordance
with GAAP.

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

            "CAPITALIZATION RATIO" means, at any time, the ratio of Consolidated
Funded Indebtedness to Consolidated Total Capitalization.

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


                                     - 3 -
<PAGE>
            "CASH EQUIVALENTS" means: (a) securities issued or fully guaranteed
or insured by the United States Government or any agency thereof and backed by
the full faith and credit of the United States having maturities of not more
than twelve (12) months from the date of acquisition; (b) certificates of
deposit, time deposits, Eurodollar time deposits, or bankers' acceptances having
in each case a tenor of not more than twelve (12) months from the date of
acquisition issued by any U.S. commercial bank or any branch or agency of a
non-U.S. commercial bank licensed to conduct business in the U.S. having
combined capital and surplus of not less than Five Hundred Million Dollars
($500,000,000) whose long term securities are rated at least A (or then
equivalent grade) by S&P and A2 (or then equivalent grade) by Moody's at the
time of acquisition; (c) commercial paper of an issuer rated at least A-1 by S&P
or P-1 by Moody's at the time of acquisition, and in either case having a tenor
of not more than twelve (12) months; (d) debt securities which are registered
under the Securities Act of 1933, as amended (the "SECURITIES ACT") (and not
"restricted securities" in the Company's hands as defined in Rule 144 under the
Securities Act), or adjustable rate preferred stock traded on a national
securities exchange and issued by a corporation duly incorporated under the laws
of a state of the United States, or issued by any state, county or municipality
located in the United States of America, provided, however, that such debt
securities are rated A2 by Moody's and A or better by S&P at the time of
acquisition, and such debt securities have a maturity not in excess of twelve
(12) months from the date of creation thereof; (e) repurchase agreements with a
term of not more than seven days for underlying securities of the types
described in CLAUSES (A) and (B) above; and (f) money market mutual or similar
funds having assets in excess of $100,000,000.

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

            "CINIZA REFINERY" means the refinery owned and operated by Giant
Industries Arizona, Inc. located in or near Gallup, New Mexico.

            "CLOSING DATE" means the date on which all conditions precedent set
forth in SECTION 5.01 and 5.02 are satisfied or waived by all Lenders (or, in
the case of SUBSECTION 5.01(F), waived by the Person entitled to receive such
payment).

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

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


                                     - 4 -
<PAGE>
            "COLLATERAL DOCUMENTS" means, collectively, (a) the Security
Agreement, and all other security agreements, mortgages, deeds of trust, patent
and trademark assignments, lease assignments, guarantees and other similar
agreements executed by the Company or any Subsidiary or any Guarantor for the
benefit of the Lenders now or hereafter delivered to the Lenders or the
Administrative Agent pursuant to or in connection with the transactions
contemplated hereby, and all financing statements (or comparable documents now
or hereafter filed in accordance with the Uniform Commercial Code or comparable
law) against the Company or any Subsidiary or any Guarantor as debtor in favor
of the Lenders or the Administrative Agent for the benefit of the Lenders as
secured party, and (b) any amendments, supplements, modifications, renewals,
replacements, consolidations, substitutions and extensions of any of the
foregoing.

            "COMMITMENT" as to each Bank has the meaning specified in SECTION
2.01.

            "COMMITMENT FEE" has the meaning set forth in SUBSECTION 2.09(b).

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

            "COMPLIANCE CERTIFICATE" means a certificate substantially in the
form of EXHIBIT C.

            "CONSOLIDATED EBITDA" means, for the relevant period, the sum of:
(a) the Consolidated Net Income for such period, (b) Consolidated Interest
Expense, (c) all taxes measured by income to the extent included in the
determination of such Consolidated Net Income, (d) all amounts treated as
expenses for depreciation and the amortization of intangibles of any kind for
such period to the extent included in the determination of such Consolidated Net
Income for the relevant period, and (e) any interest income to the extent not
included in the determination of such Consolidated Net Income for the relevant
period.

            "CONSOLIDATED FUNDED INDEBTEDNESS" means, for the Company and its
Consolidated Subsidiaries, at any time, without duplication, the sum of: (a)
liability for borrowed money or for the deferred purchase price of property or
services (other than trade payables incurred in the ordinary course of business
on ordinary terms), (b) obligations under Capital Leases and other "off-balance
sheet" leases (including Synthetic Leases), excluding operating leases (other
than Synthetic Leases) incurred in the ordinary course of business, capitalized
as though they all were capital leases, (c) obligations to redeem or purchase
any stock or other equity security of the Company or a Subsidiary, and (d) any
guaranty obligations in respect of any of the foregoing.

            "CONSOLIDATED INTEREST EXPENSE" means for the relevant period, for
the Company and its Consolidated Subsidiaries, without duplication, the sum of:
(a) all interest in respect of Indebtedness and all imputed interest with
respect to Capital Leases accrued or capitalized during such period (whether or
not actually paid during such period and including fees payable in respect of
letters of credit and bankers' acceptances), (b) the net amount payable (or
minus the net amount receivable) under all Swap Contracts (other than Commodity
Swaps) during such period (whether or not actually paid or received during such
period), and (c) all dividends paid, declared or otherwise accrued in respect of
preferred stock.

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

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


                                     - 5 -
<PAGE>
            "CONSOLIDATED SUBSIDIARIES" means, at any date, any Subsidiary the
accounts of which, in accordance with GAAP, would be consolidated with those of
the Company in its consolidated financial statements if such statements were
prepared as of such date.

            "CONSOLIDATED TANGIBLE NET WORTH" means Consolidated Net Worth,
minus the net book value of all assets of the Company and its Consolidated
Subsidiaries (after deducting any reserves applicable thereto) which would be
shown as intangible assets on a consolidated balance sheet of the Company and
its Consolidated Subsidiaries prepared as of such time in accordance with GAAP.

            "CONSOLIDATED TOTAL CAPITALIZATION" means, at any time, the sum of
(a) Consolidated Funded Indebtedness and (b) Consolidated Net Worth for such
period.

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

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

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

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

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


                                     - 6 -
<PAGE>
            "DEFAULT RATE" has the meaning set forth in SUBSECTION 2.08(c)(iii).

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

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

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

            "ELIGIBLE ACCOUNTS RECEIVABLE" shall mean, on any date, all
Receivables denominated in Dollars payable by Eligible Account Obligors except:
(i) billed Receivables that have not been paid by the date 30 days after the
respective due dates therefor; (ii) any Receivable subject to any asserted
defense, dispute, claim, offset or counterclaim, provided that, if any such
defense, dispute, claim, offset or counterclaim is asserted with respect to such
Receivable in an amount equal to a sum certain, then such Receivable shall be an
Eligible Account Receivable to the extent the face amount thereof exceeds such
sum certain; (iii) all such Receivables subject to any repurchase or return
arrangement; (iv) Receivables of each Eligible Account Obligor to the extent
that the Receivables of such Eligible Account Obligor exceed 10% of all
Receivables; (v) all Receivables that are payable by their terms more than 30
days from the respective invoice dates therefor; (vi) any Receivable in which
the Lenders do not have a valid and perfected first priority security interest;
(vii) any Receivable of a Subsidiary with respect to which any event described
in SUBSECTION 9.01(F) or (G) shall have occurred and be continuing; (viii)
Accounts with respect to which the account debtor is not a Person resident in
the United States; (ix) Accounts with respect to which goods have been placed on
consignment, guaranteed sale or other terms by reason of which the payment by
the account debtor may be conditional; (x) accounts not denominated in United
States dollars; (xi) Accounts with respect to which an invoice has not been sent
prior to the date of any Borrowing Base Report in which such Account is included
for purposes of calculation of the Borrowing Base; and (xii) Accounts that are
otherwise identified as unsatisfactory to the Administrative Agent or the
Majority Lenders using reasonable business judgment.

            "ELIGIBLE ASSIGNEE" means (a) a Lender, (b) an Affiliate of a
Lender, and (c) any Person (other than a natural Person) approved by the
Administrative Agent and by the Issuing Bank.

            "ELIGIBLE REFINERY HYDROCARBON INVENTORY" means, at any date, the
aggregate value therefor on a FIFO basis calculated in accordance with GAAP of
all readily marketable, saleable and useful Feedstocks, Intermediate Products
and Refined Products (excluding (a) any and all Feedstocks, Intermediate
Products and Refined Products in which the Lenders do not have a valid and
perfected first priority security interest, subject only to Permitted Liens, (b)
any and all Feedstocks, Intermediate Products and Refined Products located on
leased premises (other than Refined Product at leased service stations and
travel centers operated by the Company or one of its Subsidiaries), or held by a
bailee or


                                     - 7 -
<PAGE>
otherwise subject to any third party interest, with respect to which any
landlord's waiver or other third party agreement requested by Secured Party or
the Majority Lenders shall not have been furnished, and (c) Feedstocks,
Intermediate Products and Refined Products of any Subsidiary with respect to
which any event described in SUBSECTION 9.01(f) or (g) shall have occurred and
be continuing), owned by the Company and its Subsidiaries (other than "inactive"
Subsidiaries) in field production tanks, storage tanks and lines (including line
fills but excluding basic sediment and water and slop oil), stored at the
Bloomfield Refinery, the Ciniza Refinery, the Company's or its Subsidiaries'
bulk plants, service stations and travel centers (excluding cardlocks), the
Albuquerque Terminal, the Flagstaff Terminal and other Refined Products
terminals owned or leased by the Company or its Subsidiaries, or at such other
locations as may be approved from time to time by the Majority Lenders,
provided, however, that such Feedstocks, Intermediate Products and Refined
Products are not obsolete, unsalable, damaged or otherwise unfit for sale or
further processing in the ordinary course of business or otherwise
unsatisfactory to the Administrative Agent or the Majority Lenders using
reasonable business judgment.

            "ENVIRONMENTAL CLAIMS" means all material claims by any Governmental
Authority or other Person alleging potential liability or responsibility for
violation of any Environmental Law, or for release or injury to the environment.

            "ENVIRONMENTAL LAWS" means all material federal, state or local
laws, statutes, common law duties, rules, regulations, ordinances and codes,
together with all material administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental, health, and safety.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
and regulations promulgated thereunder.

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

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

            "EURODOLLAR RESERVE PERCENTAGE" has the meaning specified in the
definition of "Offshore Rate."

            "EVENT OF DEFAULT" means any of the events or circumstances
specified in SECTION 9.01.

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


                                     - 8 -
<PAGE>
            "EXECUTION DATE" means the date specified on the cover page hereof.

            "EXISTING LETTERS OF CREDIT" means the letters of credit described
in SCHEDULE 3.03.

            "FDIC" means the Federal Deposit Insurance Corporation, and any
Governmental Authority succeeding to any of its principal functions.

            "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upwards to the nearest 1/100 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 on such day, as published by the
Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to Bank of America on such day on such
transactions as determined by the Administrative Agent.

            "FEE LETTER" has the meaning specified in SUBSECTION 2.09(a).

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

            "FLAGSTAFF TERMINAL" means the terminal in or near Flagstaff,
Arizona, owned by Giant Mid-Continent, Inc. and operated by Giant Industries
Arizona, Inc.

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

            "FRONTING FEE" has the meaning set forth in SECTION 3.08(b).

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

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

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


                                     - 9 -
<PAGE>
            "GUARANTY" means collectively each of the Amended and Restated
Guarantees substantially in the form of EXHIBIT G hereto executed by each of the
Guarantors in favor of the Administrative Agent and the Lenders, as they may be
amended, supplemented or otherwise modified from time to time, and any other
guaranty agreements delivered pursuant to this Agreement.

            "GUARANTY OBLIGATION" has the meaning specified in the definition of
"Contingent Obligation."

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

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

            "HONOR DATE" has the meaning specified in SUBSECTION 3.03(c).

            "INDEBTEDNESS" of any Person means, without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary terms); (c)
all non-contingent reimbursement or payment obligations with respect to Surety
Instruments; (d) all obligations evidenced by notes, bonds, debentures or
similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses; (e) all indebtedness
created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to property
acquired by the Person (even though the rights and remedies of the seller or
bank under such agreement in the event of default are limited to repossession or
sale of such property); (f) all obligations with respect to Capital Leases and
other "off-balance sheet" leases (including Synthetic Leases), excluding
operating leases (other than Synthetic Leases) incurred in the ordinary course
of business; (g) all net obligations with respect to Swap Contracts (other than
Commodity Swaps); (h) all indebtedness referred to in CLAUSES (A) through (G)
above secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien upon or in property
(including accounts and contracts rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness;
and (i) all Guaranty Obligations in respect of indebtedness or obligations of
others of the kinds referred to in CLAUSES (a) through (g) above.

            "INDEMNIFIED LIABILITIES" has the meaning specified in SECTION
11.05.

            "INDEMNIFIED PERSON" has the meaning specified in SECTION 11.05.

            "INDENTURES" means the BNY Indenture and the NBD Indenture.

            "INDEPENDENT AUDITOR" has the meaning specified in SUBSECTION
7.01(a).

            "INSOLVENCY PROCEEDING" means (a) any case, action or proceeding
relating to bankruptcy, reorganization, insolvency, liquidation, receivership,
dissolution, winding-up or relief of debtors, or (b) any general assignment for
the benefit of creditors, composition, marshalling of assets for


                                     - 10 -
<PAGE>
creditors, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors; undertaken under U.S. Federal,
state or foreign law, including the Bankruptcy Code.

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

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

            "INTEREST RATE TYPE" means either the Base Rate of interest or the
Offshore Rate of interest charged against any Loan or Loans hereunder.

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

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

            "ISSUANCE DATE" has the meaning specified in SUBSECTION 3.01(a).

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

            "ISSUING BANK" means Bank of America, in its capacity as issuer of
one or more Letters of Credit hereunder and as the issuer of Existing Letters of
Credit, together with any successor replacement letter of credit issuer pursuant
to SECTION 10.09.

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

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


                                     - 11 -
<PAGE>
            "L/C BORROWING" means an extension of credit resulting from a
drawing under any Letter of Credit which shall not have been reimbursed on the
date when made in accordance with SUBSECTION 3.03(b) nor converted into a
Borrowing of Revolving Loans under SUBSECTION 3.03(c).

            "L/C COMMITMENT" means the commitment of the Issuing Bank to Issue,
and the commitment of the Lenders severally to participate in, Letters of Credit
(including the Existing Letters of Credit) from time to time Issued or
outstanding under ARTICLE III, in an aggregate amount not to exceed on any date
the lesser of (a) the amount of $50,000,000 and (b) the combined Commitments, as
the same may be reduced as a result of a reduction in the Commitments pursuant
to SECTION 2.05; provided that the L/C Commitment is a part of the combined
Commitments, rather than a separate, independent commitment.

            "L/C OBLIGATIONS" means at any time the sum of (a) the aggregate
undrawn amount of all Letters of Credit then outstanding, plus (b) the amount of
all unreimbursed drawings under all Letters of Credit, including all outstanding
L/C Borrowings.

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

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

            "LENDING OFFICE" means, as to any Lender, the office or offices of
such Lender specified as its "Lending Office" or "Domestic Lending Office" or
"Offshore Lending Office," as the case may be, on SCHEDULE 11.02, or such other
office or offices as such Lender may from time to time notify the Company and
the Administrative Agent.

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

            "LEVERAGE RATIO" means, as of any date, the ratio of Consolidated
Funded Indebtedness, as of the last day of the fiscal quarter most recently then
ended, to Consolidated EBITDA, for the four fiscal quarters most recently then
ended.

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

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


                                     - 12 -
<PAGE>
            "LOAN DOCUMENTS" means this Agreement, the Notes, the Guaranties,
the Collateral Documents, the Fee Letter, the L/C-Related Documents, and all
other documents contemplated hereby and executed in favor of the Administrative
Agent or any Lender.

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

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

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

            "MATERIAL LEASE" means any lease of real or personal property (other
than Capital Leases) as to which the sum of the rental and other obligations
required to be paid during the relevant period exceeds $2,500,000.

            "MATERIAL RENTS" means, with respect to any period, the sum of the
rental and other obligations required to be paid during such period by the
Company or any Subsidiary as lessee under all Material Leases.

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

            "MOODY'S" means Moody's Investor Service, Inc.

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

            "NBD INDENTURE" means that certain Indenture dated November 29,
1993, between the Company, as Issuer, NBD Bank, National Association now known
as Bank One Trust Company, N.A. ("NBD BANK"), as Trustee, and others evidenced
by the NBD Subordinated Notes.

            "NBD SUBORDINATED NOTES" means the $100,000,000 9-3/4% Senior
Subordinated Notes due 2003 issued by the Company under the NBD Indenture.

            "NOTE" means a promissory note executed by the Company in favor of a
Lender pursuant to SECTION 2.02 (B) or SECTION 11.08(C), in substantially the
form of EXHIBIT F.

            "NOTICE OF BORROWING" means a notice in substantially the form of
EXHIBIT A.

            "NOTICE OF CONVERSION/CONTINUATION" means a notice in substantially
the form of EXHIBIT B.


                                     - 13 -
<PAGE>
            "OBLIGATIONS" means all advances, debts, liabilities, obligations,
covenants and duties arising under any Loan Document owing by the Company or any
Guarantor to any Lender, any Affiliate of a Lender, the Administrative Agent, or
any Indemnified Person, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising, provided that all references to the "Obligations" in the
Collateral Documents and in SECTIONS 2.13 and 11.10 shall, in addition to the
foregoing, also include all present and future indebtedness, liabilities and
obligations now or hereafter owed to any Lender or any Affiliate of a Lender
arising from, by virtue of or pursuant to any Specified Swap Contracts by the
Company or any Subsidiary of the Company.

            "OFFSHORE RATE" means, for any Interest Period, with respect to
Offshore Rate Loans comprising part of the same Borrowing, the rate of interest
per annum (rounded upward to the next 1/16th of 1%) determined by the
Administrative Agent as follows:

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

                  Where

                  "EURODOLLAR RESERVE PERCENTAGE" means for any day for any
      Interest Period the maximum reserve percentage (expressed as a decimal,
      rounded upward to the next 1/100th of 1%) in effect on such day (whether
      or not applicable to any Lender) under regulations issued from time to
      time by the FRB for determining the maximum reserve requirement (including
      any emergency, supplemental or other marginal reserve requirement) with
      respect to Eurocurrency funding (currently referred to as "Eurocurrency
      liabilities"); and

                  "LIBOR" means, for such Interest Period:

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

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

                  (c) in the event the rates referenced in the preceding
            subsections (a) and (b) are not available, the rate per annum
            determined by the Administrative Agent as the rate of interest
            (rounded upward to the next 1/100th of 1%) at which deposits in
            Dollars for delivery on the first day of such Interest Period in
            same day funds in the approximate amount of the Offshore Rate Loan
            being made, continued or converted by Bank of America and with a
            term equivalent to such


                                     - 14 -
<PAGE>
            Interest Period would be offered by Bank of America's London Branch
            to major banks in the offshore Dollar market at their request at
            approximately 11:00 a.m. (London time) two Business Days prior to
            the first day of such Interest Period.

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

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

            "OPERATING LEASE" means an operating lease determined in accordance
with GAAP.

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

            "EXISTING CREDIT AGREEMENT" is defined in the recitals hereof.

            "OTHER TAXES" means any present or future stamp, court or
documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or from the execution,
delivery, performance, enforcement or registration of, or otherwise with respect
to, this Agreement or any other Loan Documents, excluding, in the case of each
Lender and the Administrative Agent, such taxes (including income taxes or
franchise taxes) as are imposed on or measured by each Lender's net income by
(i) any jurisdiction (or any political subdivision thereof) under the laws of
which such Lender or the Administrative Agent, as the case may be, is organized
or maintains a Lending Office or (ii) any jurisdiction (or political subdivision
thereof) in which such Lender or the Administrative Agent, as the case may be,
is "doing business" (unless it would not be deemed to be "doing business" in
such jurisdiction absent the transactions contemplated hereby).

            "PARTICIPANT" has the meaning specified in SUBSECTION 11.08(d).

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

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

            "PERMITTED LIENS" has the meaning set forth in SECTION 8.01.

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

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

            "PLAN" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which is subject to ERISA, other than a Multiemployer Plan, and which the
Company or any Subsidiary of the


                                     - 15 -
<PAGE>
Company sponsors or maintains or to which the Company or any Subsidiary of the
Company makes, is making, or is obligated to make contributions and includes any
Pension Plan.

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

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

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

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

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

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

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

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

            "RESPONSIBLE OFFICER" means the officers of the Company with the
following titles (i) president, (ii) executive vice president, (iii) vice
president and treasurer. (iv) vice president and financial officer, (v) vice
president and controller, and (vi) vice president and accounting officer of the
Company.

            "REVOLVING LOAN" has the meaning specified in SECTION 2.01.

            "RISK PARTICIPATION FEE" has the meaning set forth in SUBSECTION
3.08(a).


                                     - 16 -
<PAGE>
            "S&P" means Standard & Poor's Ratings Group, a Division of
McGraw-Hill, Inc., a New York corporation.

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

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

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

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

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

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

            "SUBORDINATED NOTES" means (i) the NBD Subordinated Notes issued
under the NBD Indenture, (ii) the BNY Subordinated Notes issued under the BNY
Indenture and (iii) such other notes as may be issued from time to time by the
Company after the Execution Date which have been subordinated on terms and
conditions satisfactory to the Administrative Agent and the Majority Lenders, in
their sole discretion, to all other Indebtedness of the Company to the
Administrative Agent and the Lenders, whether now existing or hereafter
incurred. Notes shall not be considered "Subordinated Notes" unless and until
the Administrative Agent shall have received copies of the documentation
evidencing or relating to such notes evidencing the terms and conditions of
subordination required by the Administrative Agent and the Majority Lenders.

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


                                     - 17 -
<PAGE>
membership interests or other equity interests (in the case of Persons other
than corporations), is owned or controlled directly or indirectly by the Person,
or one or more of the Subsidiaries of the Person, or a combination thereof.
Unless the context otherwise clearly requires, references herein to a
"Subsidiary" refer to a Subsidiary of the Company.

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

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

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

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

            "SYNTHETIC LEASE" means a financing arrangement that is treated as a
lease for financial accounting purposes and as a loan for tax purposes. For the
purposes hereof, the FFCA Lease (as defined in SCHEDULE 8.05) shall be deemed
and treated herein as a "Synthetic Lease," notwithstanding its nature or
treatment for financial accounting, tax or other purposes.

            "TAXES" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or similar charges,
and all liabilities with respect thereto, excluding, in the case of each Lender
and the Administrative Agent, such taxes (including income taxes or franchise
taxes) as are imposed on or measured by each Lender's net income by (i) any
jurisdiction (or any political subdivision thereof) under the laws of which such
Lender or the Administrative Agent, as the case may be, is organized or
maintains a Lending Office or (ii) any jurisdiction (or political subdivision
thereof) in which such Lender or the Administrative Agent, as the case may be,
is "doing business" (unless it would not be deemed to be "doing business" in
such jurisdiction absent the transactions contemplated hereby).

            "TERMINATION DATE" means the earlier of (a) November 14, 2003 or (b)
the date on which the Commitments terminate in accordance with the provisions of
this Agreement.

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

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

            "WHOLLY-OWNED SUBSIDIARY" means any corporation in which (other than
directors' qualifying shares required by law) 100% of the capital stock of each
class having ordinary voting power


                                     - 18 -
<PAGE>
at the time as of which any determination is being made, is owned, beneficially
and of record, by the Company, or by one or more of the other Wholly-Owned
Subsidiaries, or both.

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

      1.03 Accounting Principles.

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

            (b) References herein to "fiscal year" and "fiscal quarter" refer to
such fiscal periods of the Company.

                                   ARTICLE II

                                   THE CREDITS

      2.01 Amounts and Terms of Commitments. Each Lender severally agrees, on
the terms and conditions set forth herein, to make Loans to the Company (each
such loan, a "REVOLVING LOAN") from time to time on any Business Day during the
period from the Closing Date to the Termination Date, in an aggregate amount not
to exceed at any time outstanding the lesser of the following: (i) the amount
set forth on SCHEDULE 2.01 (such amount, as the same may be reduced under
SECTION 2.05 or as a result of one or more assignments under SECTION 11.08, the
Lender's "COMMITMENT") and (ii) the Lender's Pro Rata Share of the current
Borrowing Base; provided, however, that, after giving effect to any Borrowing of
Revolving Loans, the Effective Amount of all outstanding Revolving Loans,
together with the Effective Amount of all L/C Obligations, shall not at any time
exceed the combined Commitments of all of the


                                     - 19 -
<PAGE>
Lenders. Within the limits of each Lender's Commitment, and subject to the other
terms and conditions of this Agreement, the Company may borrow under this
SECTION 2.01, prepay under SECTION 2.06 and reborrow under this SECTION 2.01.

      2.02 Loan Accounts.

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

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

      2.03 Procedure for Borrowing.

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

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

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

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


                                     - 20 -
<PAGE>
      2.04 Conversion and Continuation Elections.

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

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

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

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

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

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

      2.05 Termination or Reduction of Commitments.

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


                                     - 21 -
<PAGE>
exceed the amount of the L/C Commitment then in effect. Once reduced in
accordance with this subsection, the Commitments may not be increased.

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

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

      2.07 Borrowing Base Determinations, Mandatory Prepayments of Loans.

            (a) The Borrowing Base shall be determined monthly on the last day
of each month until the Termination Date and shall be equal to the sum of (i)
eighty percent (80%) of Eligible Refinery Hydrocarbon Inventory (except for
Eligible Refinery Hydrocarbon Inventory at the Company's and its Subsidiaries'
service stations and travel centers), plus (ii) fifty percent (50%) of Eligible
Refinery Hydrocarbon Inventory at the Company's and its Subsidiaries' service
stations and travel centers, plus (iii) ninety percent (90%) of Eligible
Accounts Receivable from Preferred Account Obligors plus (iv) eighty-five
percent (85%) of Eligible Accounts Receivable from Eligible Account Obligors
other than Preferred Eligible Account Obligors.

            (b) If on any date the Effective Amount of all Revolving Loans and
the Effective Amount of all L/C Obligations together exceed the Borrowing Base,
the Company shall, without notice or demand, prepay the outstanding principal
amount of the Revolving Loans by an amount equal to the applicable excess
("MANDATORY PREPAYMENT"). Subject to SECTION 4.04, if on any date after giving
effect to any Mandatory Prepayment made on such date pursuant to the preceding
sentence the Effective Amount of all L/C Obligations together exceed the
Borrowing Base, the Company shall immediately Cash Collateralize on such date
the outstanding Letters of Credit in an amount equal to the amount by which the
Effective Amount of the L/C Obligations exceeds the Borrowing Base.

      2.08  Repayment.

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

            (b) Interest.

                  (i) Subject to CLAUSE (iii) of this SUBSECTION 2.08(b), each
      Revolving Loan shall bear interest on the outstanding principal amount
      thereof from the applicable Borrowing Date at a rate per annum equal to
      the lesser of (a) the Offshore Rate or the Base Rate, as the case may be,
      as selected by the Company or otherwise applicable to


                                     - 22 -
<PAGE>
      such Revolving Loan in accordance with the terms and provisions hereof
      (subject to the Company's right to convert to other Interest Rate Types of
      Loans under SECTION 2.04), plus the Applicable Margin, or (b) the Highest
      Lawful Rate.

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

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

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

            (a) Arrangement, Agency Fees. The Company shall pay an arrangement
fee to the Arranger for the Arranger's own account, and shall pay an agency fee
to the Administrative Agent for the Administrative Agent's own account, as
required by the letter agreement ("FEE LETTER") between the Company and the
Arranger and Administrative Agent dated November 14, 2001.

            (b) Commitment Fees. The Company shall pay to the Administrative
Agent for the account of each Lender a commitment fee (the "COMMITMENT FEE") on
the average daily unused portion of such Lender's Commitment, computed on a
quarterly basis in arrears on the last Business Day of each calendar quarter
based upon the daily utilization for that quarter as calculated by the
Administrative Agent, equal to the percent per annum set forth in SCHEDULE 2.02
corresponding to the applicable pricing level determined in accordance
therewith. For purposes of calculating utilization under this subsection, the
Commitments shall be deemed used to the extent of the Effective Amount of
Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations
then outstanding. Such Commitment Fee shall accrue from the Execution Date to
the Termination Date and shall be due and payable quarterly in arrears on the
last Business Day of each quarter commencing on December 31, 2001 through the
Termination Date, with the final payment to be made on the Termination Date;
provided that, in connection with any reduction or termination of Commitments
under SECTION 2.05, the accrued Commitment Fee calculated for the period ending
on such date shall also be paid on the date of such reduction or termination,
with the following quarterly payment being calculated on the basis of the period
from such reduction or termination date to such quarterly payment date. The
Commitment Fee provided in this subsection shall accrue at all times after the
above-mentioned commencement date, including at any time during which one or
more conditions in ARTICLE V are not met.

      2.10  Computation of Fees and Interest.

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


                                     - 23 -
<PAGE>
            (b) Each determination of an interest rate by the Administrative
Agent shall be conclusive and binding on the Company and the Lenders in the
absence of manifest error.

      2.11  Payments by the Company.

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

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

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

      2.12  Payments by the Lenders to the Administrative Agent.

            (a) Unless the Administrative Agent receives notice from a Lender on
or prior to the Execution Date or, with respect to any Borrowing after the
Execution Date, at least one Business Day prior to the date of such Borrowing,
that such Lender will not make available as and when required hereunder to the
Administrative Agent for the account of the Company the amount of that Lender's
Pro Rata Share of the Borrowing, the Administrative Agent may assume that each
Lender has made such amount available to the Administrative Agent in immediately
available funds on the Borrowing Date and the Administrative Agent may (but
shall not be so required), in reliance upon such assumption, make available to
the Company on such date a corresponding amount. If and to the extent any Lender
shall not have made its full amount available to the Administrative Agent in
immediately available funds and the Administrative Agent in such circumstances
has made available to the Company such amount, that Lender shall on the Business
Day following such Borrowing Date make such amount available to the
Administrative Agent, together with interest at the Federal Funds Rate for each
day during such period. A notice of the Administrative Agent submitted to any
Lender with respect to amounts owing under this SUBSECTION (A) shall be
conclusive, absent manifest error. If such amount is so made available, such
payment to the Administrative Agent shall constitute such Lender's Loan on the
date of Borrowing for all purposes of this Agreement. If such amount is not made
available to the Administrative Agent on the Business Day following the
Borrowing Date, the Administrative Agent will notify the Company of such failure
to fund and, upon demand by the Administrative Agent, the Company shall pay such
amount to the Administrative Agent for the Administrative Agent's account,
together with interest thereon for each day


                                     - 24 -
<PAGE>
elapsed since the date of such Borrowing, at a rate per annum equal to the
interest rate applicable at the time to the Loans comprising such Borrowing.

            (b) The failure of any Lender to make any Loan on any Borrowing Date
shall not relieve any other Lender of any obligation hereunder to make a Loan on
such Borrowing Date, 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 any Borrowing
Date.

      2.13 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall
immediately (a) notify the Administrative Agent of such fact, and (b) purchase
from the other Lenders such participations in the Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment pro rata
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender, such purchase shall
to that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The Company
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to SECTION 11.10) with respect to
such participation as fully as if such Lender were the direct creditor of the
Company in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments.

      2.14 Security and Guaranty. (a) All obligations of the Company and the
Guarantors under this Agreement, the Notes, the Guaranty and all other Loan
Documents shall be secured, pro rata with the Specified Swap Contracts, in
accordance with the Collateral Documents. The Company agrees that, at any time
upon the request of the Administrative Agent (acting pursuant to the
instructions of the Majority Lenders), it shall, and shall cause each of its
Subsidiaries to, enter into a cash collateral agreement in form and substance
satisfactory to the Administrative Agent and the Majority Lenders, pursuant to
which all proceeds of accounts and other collateral shall be deposited directly,
and, at the election of the Majority Lenders, all account debtors shall be
directed to make payments directly, to the Administrative Agent, the proceeds
deposited to such account, following receipt of good funds, to be credited to
the Company's general operating account with the Administrative Agent in the
absence of any Default or Event of Default.

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

                                   ARTICLE III

                              THE LETTERS OF CREDIT

      3.01 The Letter of Credit Facility.

            (a) On the terms and conditions set forth herein (i) the Issuing
Bank agrees, in reliance upon the agreements of the other Lenders set forth in
this SECTION 3.01, (A) from time to time on any Business Day during the period
from the Execution Date to the Termination Date to issue Letters of


                                     - 25 -
<PAGE>
Credit for the account of the Company, and to amend or renew Letters of Credit
previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(e), and
(B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally
agree to participate in Letters of Credit Issued for the account of the Company;
provided, that the Issuing Bank shall not be obligated to Issue, and no Lender
shall be obligated to participate in, any Letter of Credit if, as of the date of
Issuance of such Letter of Credit (the "ISSUANCE DATE"), after giving effect to
such Issuance, (1) the Effective Amount of all L/C Obligations plus the
Effective Amount of all Revolving Loans would exceed the lesser of (x) the
combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of
the L/C Obligations would exceed the L/C Commitment. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Company's
ability to obtain Letters of Credit shall be fully revolving, and, accordingly,
the Company may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit which have expired or which have been drawn upon and
reimbursed.

            (b) The Issuing Bank is under no obligation to Issue any Letter of
Credit if: (i) any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank
from Issuing such Letter of Credit, or any Requirement of Law applicable to the
Issuing Bank or any request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over the Issuing Bank
shall prohibit, or request that the Issuing Bank refrain from, the Issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuing Bank with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the Issuing Bank is not
otherwise compensated hereunder) not in effect on the Execution Date, or shall
impose upon the Issuing Bank any unreimbursed loss, cost or expense which was
not applicable on the Execution Date and which the Issuing Bank in good faith
deems material to it; (ii) the Issuing Bank has received written notice from any
Lender, the Administrative Agent or the Company, on or prior to the Business Day
prior to the requested date of Issuance of such Letter of Credit, that one or
more of the applicable conditions contained in ARTICLE V is not then satisfied;
(iii) the expiry date of any requested Letter of Credit is (A) more than 360
days after the date of Issuance, unless the Issuing Bank and the Majority
Lenders have approved such expiry date in writing, or (B) after the Termination
Date, unless the Company has agreed to Cash Collateralize such Letter of Credit
in accordance with SECTION 3.07; (iv) the expiry date of any requested Letter of
Credit is prior to the maturity date of any financial obligation to be supported
by the requested Letter of Credit; (v) any requested Letter of Credit does not
provide for drafts, or is not otherwise in form and substance acceptable to the
Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable
policies of the Issuing Bank; (vi) any Letter of Credit is for the purpose of
supporting the issuance of any letter of credit by any other Person; (vii) if
such Letter of Credit is issued to support workmen's compensation liabilities
and the face amount is more than $1,000,000; or (viii) the issuance of such
Letter of Credit would violate one or more of the Issuing Bank's policies.

      3.02 Issuance, Amendment and Renewal of Letters of Credit.

            (a) Each Letter of Credit shall be issued two (2) Business Days
after receipt by the Issuing Bank (if received by the Issuing Bank no later than
10:00 a.m. Chicago time) of an irrevocable written request from the Company
(with a copy sent by the Company to the Administrative Agent) or such shorter
time as the Issuing Bank may agree in a particular instance in its sole
discretion. Each such request for issuance of a Letter of Credit shall be by
facsimile, confirmed immediately in an original writing, in the form of an L/C
Application, and shall specify in form and detail satisfactory to the Issuing
Bank such matters as the Issuing Bank may require.

            (b) At least two Business Days prior to the Issuance of any Letter
of Credit, the Issuing Bank will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of
the L/C Application or L/C Amendment Application from


                                     - 26 -
<PAGE>
the Company and, if the Administrative Agent has not received such copy, the
Issuing Bank will provide the Administrative Agent with a copy thereof. Unless
the Issuing Bank has received notice on or before the Business Day immediately
preceding the date the Issuing Bank is to issue a requested Letter of Credit
from the Administrative Agent (A) directing the Issuing Bank not to issue such
Letter of Credit because such issuance is not then permitted under SUBSECTION
3.01(b); or (B) that one or more conditions specified in ARTICLE V are not then
satisfied; then, subject to the terms and conditions hereof, the Issuing Bank
shall, on the requested date, issue a Letter of Credit for the account of the
Company in accordance with the Issuing Bank's usual and customary business
practices.

            (c) From time to time while a Letter of Credit is outstanding and
prior to the Termination Date, the Issuing Bank will, upon the written request
of the Company received by the Issuing Bank (with a copy sent by the Company to
the Administrative Agent) at or before 10:00 a.m. Chicago Time at least two (2)
Business Days (or such shorter time as the Issuing Bank may agree in a
particular instance in its sole discretion), amend any Letter of Credit issued
by it. Each such request for amendment of a Letter of Credit shall be made by
facsimile, confirmed immediately in an original writing, and made in such form
as the Issuing Bank may require. The Issuing Bank shall be under no obligation
to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation
at such time to issue such Letter of Credit in its amended form under the terms
of this Agreement; or (B) the beneficiary of any such Letter of Credit does not
accept the proposed amendment to the Letter of Credit.

            (d) Upon receipt of notice from the Issuing Bank, the Administrative
Agent will promptly notify the Lenders of the Issuance of a Letter of Credit and
any amendment thereto.

            (e) If any outstanding Letter of Credit shall provide that it shall
be automatically renewed unless the beneficiary thereof receives notice from the
Issuing Bank that such Letter of Credit shall not be renewed, the Issuing Bank
shall be permitted to allow such Letter of Credit to renew, and the Company and
the Lenders hereby authorize such renewal. The Issuing Bank shall not be
obligated to allow such Letter of Credit to renew if the Issuing Bank would have
no obligation at such time to issue or amend such Letter of Credit under the
terms of this Agreement.

            (f) The Issuing Bank may, at its election (or as required by the
Administrative Agent at the direction of the Majority Lenders), deliver any
notices of termination or other communications to any Letter of Credit
beneficiary, and take any other action as necessary or appropriate, at any time
and from time to time, in order to cause the expiry date of such Letter of
Credit to be a date not later than the Termination Date.

            (g) This Agreement shall control in the event of any conflict with
any L/C-Related Document (other than any Letter of Credit).

            (h) The Issuing Bank will also deliver to the Administrative Agent,
concurrently or promptly following its delivery of a Letter of Credit, or
amendment to or renewal of a Letter of Credit, to an advising bank or a
beneficiary, a true and complete copy of each such Letter of Credit or amendment
to or renewal of a Letter of Credit.

      3.03 Existing Letters of Credit, Risk Participations, Drawings and
Reimbursements.

            (a) On and after the Execution Date, the Existing Letters of Credit
shall be deemed for all purposes, including for purposes of the fees to be
collected pursuant to SUBSECTIONS 3.08(a) and 3.08(c), and reimbursement of
costs and expenses to the extent provided herein, Letters of Credit outstanding
under this Agreement and entitled to the benefits of this Agreement and the
other Loan Documents, and shall be governed by the applications and agreements
pertaining thereto and by this


                                     - 27 -
<PAGE>
Agreement. Each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Bank on the Execution Date
a participation in each such Letter of Credit and each drawing thereunder in an
amount equal to the product of (i) such Lender's Pro Rata Share times (ii) the
maximum amount available to be drawn under such Letter of Credit and the amount
of such drawing, respectively. For purposes of SECTION 2.01 and SUBSECTION
2.09(b), the Existing Letters of Credit shall be deemed to utilize pro rata the
Commitment of each Lender.

            (b) Immediately upon the Issuance of each Letter of Credit, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Issuing Bank a participation in such Letter of Credit and each
drawing thereunder in an amount equal to the product of (i) the Pro Rata Share
of such Lender, times (ii) the maximum amount available to be drawn under such
Letter of Credit and the amount of such drawing, respectively. For purposes of
SECTION 2.01, each Issuance of a Letter of Credit shall be deemed to utilize the
Commitment of each Lender by an amount equal to the amount of such
participation.

            (c) In the event of any request for a drawing under a Letter of
Credit by the beneficiary thereof, the Issuing Bank will promptly notify the
Company. The Company shall reimburse the Issuing Bank prior to 10:00 a.m.
(Dallas, Texas time), on each date that any amount is paid by the Issuing Bank
under any Letter of Credit (each such date, an "HONOR DATE"), in an amount equal
to the amount so paid by the Issuing Bank. In the event the Company fails to
reimburse the Issuing Bank for the full amount of any drawing under any Letter
of Credit by 10:00 a.m. (Dallas, Texas time) on the Honor Date, the Issuing Bank
will promptly notify the Administrative Agent and the Administrative Agent will
promptly notify each Lender thereof, and the Company shall be deemed to have
requested that Base Rate Loans be made by the Lenders to be disbursed on the
Honor Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Commitments and subject to the conditions set forth in ARTICLE V.
Any notice given by the Issuing Bank or the Administrative Agent pursuant to
this SUBSECTION 3.03(c) may be oral if immediately confirmed in writing
(including by facsimile); provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

            (d) Each Lender shall upon any notice pursuant to SUBSECTION 3.03(c)
make available to the Administrative Agent for the account of the relevant
Issuing Bank an amount in Dollars and in immediately available funds equal to
its Pro Rata Share of the amount of the drawing, whereupon the participating
Lenders shall (subject to SUBSECTION 3.03(e)) each be deemed to have made a
Revolving Loan consisting of a Base Rate Loan to the Company in that amount. If
any Lender so notified fails to make available to the Administrative Agent for
the account of the Issuing Bank the amount of such Lender's Pro Rata Share of
the amount of the drawing by no later than 12:00 noon (Dallas, Texas time) on
the Honor Date, then interest shall accrue on such Lender's obligation to make
such payment, from the Honor Date to the date such Lender makes such payment, at
a rate per annum equal to the Federal Funds Rate in effect from time to time
during such period. The Administrative Agent will promptly give notice to each
Lender of the occurrence of the Honor Date, but failure of the Administrative
Agent to give any such notice on the Honor Date or in sufficient time to enable
any Lender to effect such payment on such date shall not relieve such Lender
from its obligations under this SECTION 3.03.

            (e) With respect to any unreimbursed drawing that is not converted
into Revolving Loans consisting of Base Rate Loans to the Company in whole or in
part, because of the Company's failure to satisfy the conditions set forth in
ARTICLE V or for any other reason, the Company shall be deemed to have incurred
from the Issuing Bank an L/C Borrowing in the amount of such drawing, which L/C
Borrowing shall be due and payable on demand (together with interest) and shall
bear interest at a rate per annum equal to the Base Rate plus 2% per annum, and
each Lender's payment to the Issuing Bank pursuant to SUBSECTION 3.03(d) shall
be deemed payment in respect of its participation in such L/C


                                     - 28 -
<PAGE>
Borrowing and shall constitute an L/C Advance from such Lender in satisfaction
of its participation obligation under this SECTION 3.03.

            (f) Each Lender's obligation in accordance with this Agreement to
make the Revolving Loans or L/C Advances, as contemplated by this SECTION 3.03,
as a result of a drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the Issuing Bank and shall not be affected
by any circumstance, including (i) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against the Issuing Bank, the
Company or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default, an Event of Default or a Material Adverse Effect; or
(iii) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing; provided, however, that each Lender's
obligation to make Revolving Loans under this SECTION 3.03 is subject to the
conditions set forth in ARTICLE V.

      3.04 Repayment of Participations.

            (a) When the Administrative Agent receives (and only if the
Administrative Agent receives), for the account of the Issuing Bank, immediately
available funds from the Company (i) in reimbursement of any payment made by the
Issuing Bank under the Letter of Credit with respect to which any Lender has
paid the Administrative Agent for the account of the Issuing Bank for such
Lender's participation in the Letter of Credit pursuant to SECTION 3.03 or (ii)
in payment of interest thereon, the Administrative Agent will pay to each
Lender, in the same funds as those received by the Administrative Agent for the
account of the Issuing Bank, the amount of such Lender's Pro Rata Share of such
funds, and the Issuing Bank shall receive the amount of the Pro Rata Share of
such funds of any Lender that did not so pay the Administrative Agent for the
account of the Issuing Bank.

            (b) If the Administrative Agent or the Issuing Bank is required at
any time to return to the Company, or to a trustee, receiver, liquidator,
custodian, or any official in any Insolvency Proceeding, any portion of the
payments made by the Company to the Administrative Agent for the account of the
Issuing Bank pursuant to SUBSECTION 3.04(a) in reimbursement of a payment made
under the Letter of Credit or interest or fee thereon, each Lender shall, on
demand of the Administrative Agent, forthwith return to the Administrative Agent
or the Issuing Bank the amount of its Pro Rata Share of any amounts so returned
by the Administrative Agent or the Issuing Bank plus interest thereon from the
date such demand is made to the date such amounts are returned by such Lender to
the Administrative Agent or the Issuing Bank, at a rate per annum equal to the
Federal Funds Rate in effect from time to time.

      3.05 Role of the Issuing Bank.

            (a) Each Lender and the Company agree that, in paying any drawing
under a Letter of Credit, the Issuing Bank shall not have any responsibility to
obtain any document (other than any sight draft, certificates and other
documents, if any, expressly required by the Letter of Credit) or to ascertain
or inquire as to the validity or accuracy of any such document or the authority
of the Person executing or delivering any such document.

            (b) No Agent-Related Person nor any of the respective
correspondents, participants or assignees of the Issuing Bank shall be liable to
any Lender for: (i) any action taken or omitted in connection herewith at the
request or with the approval of the Lenders (including the Majority Lenders, as
applicable); (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any L/C-Related Document.

            (c) The Company hereby assumes all risks of the acts or omissions of
any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this


                                     - 29 -
<PAGE>
assumption is not intended to, and shall not, preclude the Company's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement. No Agent-Related Person, nor any of the
respective correspondents, participants or assignees of the Issuing Bank, shall
be liable or responsible for any of the matters described in CLAUSES (I) through
(VII) of SECTION 3.06; provided, however, anything in such clauses to the
contrary notwithstanding, that the Company may have a claim against the Issuing
Bank, and the Issuing Bank may be liable to the Company, to the extent, but only
to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Company which the Company proves were caused by the Issuing
Bank's willful misconduct or gross negligence in failing to pay under any Letter
of Credit after the presentation to it by the beneficiary of a sight draft,
certificate(s) and other documents, if any, strictly complying with the terms
and conditions of such Letter of Credit. In furtherance and not in limitation of
the foregoing: (i) the Issuing Bank may accept documents that appear on their
face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary; and (ii) the Issuing
Bank shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.

      3.06 Obligations Absolute. The obligations of the Company under this
Agreement and any L/C-Related Document to reimburse the Issuing Bank for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing
under a Letter of Credit converted into Revolving Loans, shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and each such other L/C-Related Document under all circumstances,
including the following: (i) any lack of validity or enforceability of this
Agreement or any L/C-Related Document; (ii) any change in the time, manner or
place of payment of, or in any other term of, all or any of the obligations of
the Company in respect of any Letter of Credit or any other amendment or waiver
of or any consent to departure from all or any of the L/C-Related Documents;
(iii) the existence of any claim, set-off, defense or other right that the
Company may have at any time against any beneficiary or any transferee of any
Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the Issuing Bank or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by the
L/C-Related Documents or any unrelated transaction; (iv) any draft, demand,
certificate or 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; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit; (v) any payment by the Issuing Bank under any Letter
of Credit against presentation of a draft or certificate that does not strictly
comply with the terms of any Letter of Credit; or any payment made by the
Issuing Bank under any Letter of Credit to any Person purporting to be a trustee
in bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of any Letter of Credit, including any arising in connection
with any Insolvency Proceeding; (vi) any exchange, release or non-perfection of
any collateral, or any release or amendment or waiver of or consent to departure
from any other guarantee, for all or any of the obligations of the Company in
respect of any Letter of Credit; or (vii) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Company or a guarantor.

      3.07 Cash Collateral Pledge.

            (a) The Company shall immediately Cash Collateralize the L/C
Obligations in an amount equal to the L/C Obligations upon the occurrence of
either of the following: (i) upon the request of the Administrative Agent, if
the Issuing Bank has honored any full or partial drawing request on any Letter
of Credit and such drawing has resulted in an L/C Borrowing hereunder, or (ii)
upon the occurrence


                                     - 30 -
<PAGE>
of the circumstances described in SUBSECTION 2.07(b) requiring the Company to
Cash Collateralize Letters of Credit.

            (b) If, on the Termination Date, any one or more Letters of Credit
for any reason remain outstanding and partially or wholly undrawn, then the
Company shall on such date Cash Collateralize the L/C Obligations in an amount
equal to 110% of the L/C Obligations.

      3.08 Letter of Credit Fees.

            (a) The Company shall pay to the Administrative Agent for the
account of each of the Lenders a letter of credit fee (the "RISK PARTICIPATION
FEE") with respect to the Letters of Credit equal to (i) the percent per annum
therefor specified in SCHEDULE 2.02 corresponding to the applicable pricing
level determined in accordance therewith multiplied by (ii) the average daily
maximum amount available to be drawn on the outstanding Letters of Credit,
computed on a quarterly basis in arrears on the last Business Day of each
calendar quarter based upon Letters of Credit outstanding for that quarter as
calculated by the Administrative Agent. Such Risk Participation Fee shall be due
and payable quarterly in arrears on the last Business Day of each calendar
quarter during which Letters of Credit are outstanding, commencing on the first
such quarterly date to occur after the Execution Date, through the Termination
Date (or such later date upon which the outstanding Letters of Credit shall
expire), with the final payment to be made on the Termination Date (or such
later expiration date).

            (b) The Company shall pay to the Administrative Agent for the
account of the Issuing Bank a letter of credit fronting fee (the "FRONTING FEE")
for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of
the average daily maximum amount available to be drawn on the outstanding
Letters of Credit, computed on a quarterly basis in arrears on the last Business
Day of each calendar quarter based upon Letters of Credit outstanding for that
quarter.

            (c) The Company shall pay to the Issuing Bank from time to time on
demand the normal issuance, presentation, amendment and other processing fees,
and other standard costs and charges, of the Issuing Bank relating to letters of
credit as from time to time in effect.

      3.09 Cash Collateralization.

            (a) If any Event of Default shall occur and be continuing, the
Company agrees that it shall on the Business Day it receives notice from the
Administrative Agent, acting upon instructions of the Majority Lenders, deposit
in an account (the "CASH COLLATERAL ACCOUNT") held by the Administrative Agent,
for the benefit of the Lenders, an amount in cash equal to the Letter of Credit
Obligations as of such date. Such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of the Obligations. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Cash collateral shall be held
in a blocked, non-interest bearing account held by the Administrative Agent or
any Affiliate of the Administrative Agent upon such terms and in such type of
account as customary at that depository institution. The Company shall pay any
fees charged by such depository institution which fees are of the type
customarily charged by such institution with respect to such accounts. Moneys in
such account shall (i) be applied by the Administrative Agent to the payment of
Letter of Credit Borrowings and interest thereon, (ii) be held for the
satisfaction of the reimbursement obligations of the Company in respect of
Letters of Credit, and (iii) if the maturity of the Loans has been accelerated,
with the consent of the Majority Lenders, be applied to satisfy the Obligations
(pro rata with any obligations to the Swap Providers under Specified Swap
Contracts then due and payable, in accordance with the Security Agreement).


                                     - 31 -
<PAGE>
            (b) As security for the payment of all Obligations, the Company
hereby grants, conveys, assigns, pledges, sets over and transfers to the
Administrative Agent, and creates in the Administrative Agent's favor a Lien on,
and security interest, in all money, instruments and securities at any time held
in or acquired in connection with the Cash Collateral Account, together with all
proceeds thereof. At any time and from time to time, upon the Administrative
Agent's request, the Company promptly shall execute and deliver any and all such
further instruments and documents as may be necessary, appropriate or desirable
in the Administrative Agent's judgment to obtain the full benefits (including
perfection and priority) of the security interest created or intended to be
created by this SUBSECTION 3.09(b) and of the rights and powers herein granted.

      3.10 Applicability of ISP98 and UCP. Unless otherwise expressly agreed by
the Issuing Bank and the Company when a Letter of Credit is issued (including
any such agreement applicable to Existing Letters of Credit), (a) the rules of
the "International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit,
and (b) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

      4.01 Taxes.

            (a) Any and all payments by the Company to each Lender or the
Administrative Agent under this Agreement and any other Loan Document shall be
made free and clear of, and without deduction or withholding for any Taxes. In
addition, the Company shall pay all Other Taxes.

            (b) The Company agrees to indemnify and hold harmless each Lender
and the Administrative Agent for the full amount of Taxes or Other Taxes
(including any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section) paid by the Lender or the Administrative Agent and
any liability (including penalties, interest, additions to tax and expenses)
arising therefrom or with respect thereto, whether or not such Taxes or Other
Taxes were correctly or legally asserted. Payment under this indemnification
shall be made within 30 days after the date the Lender or the Administrative
Agent makes written demand therefor.

            (c) If the Company shall be required by law to deduct or withhold
any Taxes or Other Taxes from or in respect of any sum payable hereunder to any
Lender or the Administrative Agent, then: (i) the sum payable shall be increased
as necessary so that after making all required deductions and withholdings
(including deductions and withholdings applicable to additional sums payable
under this Section) such Lender or the Administrative Agent, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions or withholdings been made; (ii) the Company shall make such
deductions and withholdings; (iii) the Company shall pay the full amount
deducted or withheld to the relevant taxing authority or other authority in
accordance with applicable law; and (iv) the Company shall also pay to each
Lender or the Administrative Agent for the account of such Lender, at the time
interest is paid, all additional amounts which the respective Lender specifies
as necessary to preserve the after-tax yield the Lender would have received if
such Taxes or Other Taxes had not been imposed.


                                     - 32 -
<PAGE>
            (d) Within 30 days after the date of any payment by the Company of
Taxes or Other Taxes, the Company shall furnish the Administrative Agent the
original or a certified copy of a receipt evidencing payment thereof, or other
evidence of payment satisfactory to the Administrative Agent.

            (e) If the Company is required to pay additional amounts to any
Lender or the Administrative Agent pursuant to SUBSECTION (c) of this Section,
then upon written request of the Company such Lender shall use reasonable
efforts (consistent with legal and regulatory restrictions) to change the
jurisdiction of its Lending Office so as to eliminate any such additional
payment by the Company which may thereafter accrue, if such change in the
judgment of such Lender is not otherwise disadvantageous to such Lender.

      4.02 Illegality.

            (a) If any Lender determines that the introduction of any
Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office to make
Offshore Rate Loans, then, on notice thereof by the Lender to the Company
through the Administrative Agent, any obligation of that Lender to make Offshore
Rate Loans shall be suspended until the Lender notifies the Administrative Agent
and the Company that the circumstances giving rise to such determination no
longer exist.

            (b) If a Lender determines that it is unlawful to maintain any
Offshore Rate Loan, the Company shall, upon its receipt of notice of such fact
and demand from such Lender (with a copy to the Administrative Agent), prepay in
full such Offshore Rate Loans of that Lender then outstanding, together with
interest accrued thereon and amounts required under SECTION 4.04, either on the
last day of the Interest Period thereof, if the Lender may lawfully continue to
maintain such Offshore Rate Loans to such day, or immediately, if the Lender may
not lawfully continue to maintain such Offshore Rate Loan. If the Company is
required to so prepay any Offshore Rate Loan, then concurrently with such
prepayment, the Company shall borrow from the affected Lender, in the amount of
such repayment, a Base Rate Loan.

            (c) If the obligation of any Lender to make or maintain Offshore
Rate Loans has been so terminated or suspended, all Loans which would otherwise
be made by the Lender as Offshore Rate Loans shall be instead Base Rate Loans.

            (d) Before giving any notice to the Administrative Agent under this
Section, the affected Lender shall designate a different Lending Office with
respect to its Offshore Rate Loans if such designation will avoid the need for
giving such notice or making such demand and will not, in the judgment of the
Lender, be illegal or otherwise disadvantageous to the Lender.

      4.03 Increased Costs and Reduction of Return.

            (a) If any Lender determines that, due to either (i) the
introduction of or any change (other than any change by way of imposition of or
increase in reserve requirements included in the calculation of the Offshore
Rate) in or in the interpretation of any law or regulation or (ii) the
compliance by that Lender with any guideline or request from any central bank or
other Governmental Authority (whether or not having the force of law), there
shall be any increase in the cost to such Lender of agreeing to make or making,
funding or maintaining any Offshore Rate Loans or participating in Letters of
Credit, or, in the case of the Issuing Bank, any increase in the cost to the
Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit
or of agreeing to make or making, funding or maintaining any unpaid drawing
under any Letter of Credit, then the Company shall be liable for, and shall from
time to time, upon demand (with a copy of such demand to be sent to the
Administrative Agent), pay to the


                                     - 33 -
<PAGE>
Administrative Agent for the account of such Lender, additional amounts as are
sufficient to compensate such Lender for such increased costs.

            (b) If any Lender shall have determined that (i) the introduction of
any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy
Regulation, (iii) any change in the interpretation or administration of any
Capital Adequacy Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof, or (iv) compliance by
the Lender (or its Lending Office) or any corporation controlling the Lender
with any Capital Adequacy Regulation, affects or would affect the amount of
capital required or expected to be maintained by the Lender or any corporation
controlling the Lender and (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy and such Lender's
desired return on capital) determines that the amount of such capital is
increased as a consequence of its Commitments, loans, credits or obligations
under this Agreement, then, upon demand of such Lender to the Company through
the Administrative Agent, the Company shall pay to the Lender, from time to time
as specified by the Lender, additional amounts sufficient to compensate the
Lender for such increase.

      4.04 Funding Losses. The Company shall reimburse each Lender and hold each
Lender harmless from any loss, cost or expense which the Lender may sustain or
incur as a consequence of: (a) the failure of the Company to make on a timely
basis any payment of principal of any Offshore Rate Loan; (b) the failure of the
Company to borrow, continue or convert a Loan after the Company has given (or is
deemed to have given) a Notice of Borrowing or a Notice of
Conversion/Continuation (including by reason of the failure to satisfy any
condition precedent thereto); (c) the failure of the Company to make any
prepayment in accordance with any notice delivered under SECTION 2.06; (d) the
prepayment (including pursuant to SECTION 2.07 or 2.08) or other payment
(including after acceleration thereof) of an Offshore Rate Loan on a day that is
not the last day of the relevant Interest Period; or (e) the automatic
conversion under SECTION 2.04 of any Offshore Rate Loan to a Base Rate Loan on a
day that is not the last day of the relevant Interest Period; including any such
loss of anticipated profits and any loss or expense arising from the liquidation
or reemployment of funds obtained by it to maintain its Offshore Rate Loans or
from fees payable to terminate the deposits from which such funds were obtained.
The Company shall also pay customary administrative fees charged by such Lender
in connection with the foregoing. For purposes of calculating amounts payable by
the Company to the Lenders under this Section and under SUBSECTION 4.03(a), each
Offshore Rate Loan made by a Lender (and each related reserve, special deposit
or similar requirement) shall be conclusively deemed to have been funded at the
LIBOR used in determining the Offshore Rate for such Offshore Rate Loan by a
matching deposit or other borrowing in the interbank eurodollar market for a
comparable amount and for a comparable period, whether or not such Offshore Rate
Loan is in fact so funded.

      4.05 Inability to Determine Rates. If the Administrative Agent determines
that for any reason adequate and reasonable means do not exist for determining
the Offshore Rate for any requested Interest Period with respect to a proposed
Offshore Rate Loan, or that the Offshore Rate applicable pursuant to SUBSECTION
2.08(b)(i) for any requested Interest Period with respect to a proposed Offshore
Rate Loan does not adequately and fairly reflect the cost to the Lenders of
funding such Loan, the Administrative Agent will promptly so notify the Company
and each Lender. Thereafter, the obligation of the Lenders to make or maintain
Offshore Rate Loans hereunder shall be suspended until the Administrative Agent
upon the instruction of the Majority Lenders revokes such notice in writing.
Upon receipt of such notice, the Company may revoke any Notice of Borrowing or
Notice of Conversion/Continuation then submitted by it. If the Company does not
revoke such Notice, the Lenders shall make, convert or continue the Loans, as
proposed by the Company, in the amount specified in the applicable notice
submitted by the Company, but such Loans shall be made, converted or continued
as Base Rate Loans instead of Offshore Rate Loans.


                                     - 34 -
<PAGE>
      4.06 Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this ARTICLE IV shall deliver to the Company (with a copy to
the Administrative Agent) a certificate setting forth in reasonable detail the
amount payable to the Lender hereunder and such certificate shall be conclusive
and binding on the Company in the absence of manifest error.

      4.07 Substitution of Lenders. Upon the receipt by the Company from any
Lender (an "AFFECTED LENDER") of a notice of illegality under SECTION 4.02 or a
claim for compensation under SECTION 4.03, or the Company being or becoming
liable with respect to payments hereunder to any Lender (also an "AFFECTED
LENDER") for any Taxes pursuant to SECTION 4.01 assessed at a rate in excess of
the rate of any such Taxes for which it is liable with respect to payments to
any other Lender hereunder, the Company may: (i) request the Affected Lender to
use its best efforts to obtain a replacement bank or financial institution
satisfactory to the Administrative Agent (a "REPLACEMENT LENDER") to acquire and
assume all or a ratable part of all of such Affected Lender's Loans and
Commitment, and, if such Affected Lender or any Affiliate thereof is a Swap
Provider, all specified Swap Contracts of such Affected Lender and its
Affiliates; (ii) request one more of the other Lenders to acquire and assume all
or part of such Affected Lender's Loans and Commitment, and, if such Affected
Lender or any Affiliate thereof is a Swap Provider, all specified Swap Contracts
of such Affected Lender and its Affiliates, but none of the Lenders shall have
any obligation to do so; or (iii) designate a Replacement Lender satisfactory to
the Administrative Agent. Any such designation of a Replacement Lender under
CLAUSE (I) or (III) shall be subject to the prior written consent of the
Administrative Agent which consent shall not be unreasonably withheld.

      4.08 Survival. The agreements and obligations of the Company in this
ARTICLE IV shall survive the payment of all other Obligations.

                                    ARTICLE V

                              CONDITIONS PRECEDENT

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

            (a) Credit Agreement, Notes, Guaranty, and Perfection Certificate.
This Agreement, the Notes, and the Guaranty executed by each party thereto, and
a certificate in such form and detail as the Administrative Agent may require as
to matters relating to the Collateral;

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


                                     - 35 -
<PAGE>
            (c) Certificate (Organization, Qualification and Good Standing). A
certificate signed by a Responsible Officer, dated as of the Execution Date,
identifying those states in which the ownership, lease or operation of property
or the conduct of its business requires the Company and each of the Guarantors,
respectively, to be qualified or licensed to do business as a foreign
corporation, and attaching thereto, with respect to the Company and each of the
Guarantors, respectively, certificates of the Secretary of State (and/or similar
applicable Governmental Authority) of its state of incorporation or organization
and each such state where it is so required to be qualified or licensed to do
business as a foreign corporation, certifying as of a recent date each such
Person's existence or qualification, as applicable, and good standing in each
such jurisdictions;

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

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

            (f) Certificate (Representations and Warranties, Etc.). A
certificate signed by a Responsible Officer, dated as of the Closing Date,
stating that (i) the representations and warranties contained in ARTICLE VI are
true and correct on and as of such date, as though made on and as of such date;
(ii) no Default or Event of Default exists or would result from the Credit
Extension being made on the Closing Date; (iii) no litigation is pending or
threatened against the Company or any Subsidiary in which there is a reasonable
probability of an adverse decision which would result in a Material Adverse
Effect; and (iv) there has occurred since December 31, 2000, no event or
circumstance that has resulted or would reasonably be expected to result in a
Material Adverse Effect;

            (g) Certificate (Repurchased Shares). A certificate signed by a
Responsible Officer, dated as of the Closing Date, setting forth the number of
shares of the Company's stock that the Company has purchased, redeemed or
otherwise acquired since November 23, 1998.

            (h) Certificate (Borrowing Base Certificate). A copy of the most
recent Borrowing Base Certificate, certified by a Responsible Officer.

            (i) Collateral Documents. The Collateral Documents, executed by the
Company and by each Subsidiary (other than Navajo Convenient Stores Co., LLC)
that has assets or conducts business, in appropriate form for recording, where
necessary, together with:

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

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


                                     - 36 -
<PAGE>
                  (iii) evidence that the Administrative Agent has been named as
      loss payee under all policies of casualty insurance pertaining to the
      Collateral;

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

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

                  (j) Other Documents. Such other approvals, opinions, documents
      or materials as the Administrative Agent or any Lender may request.

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

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

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

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

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

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

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


                                     - 37 -
<PAGE>
                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

      6.06 No Default. No Default or Event of Default exists or would be
reasonably expected to result from the incurring of any Obligations by the
Company or from the grant or perfection of the Liens of the Administrative Agent
and the Lenders on the Collateral. Neither the Company nor any Material


                                     - 38 -
<PAGE>
Subsidiary is in default under or with respect to any Contractual Obligation in
any respect which, individually or together with all such defaults, would
reasonably be expected to have a Material Adverse Effect, or that would, if such
default had occurred after the Closing Date, create an Event of Default under
SUBSECTION 9.01(E).

      6.07 ERISA Compliance.

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

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

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

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

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

      6.10 Taxes. The Company and its Subsidiaries have filed all Federal tax
returns and reports required to be filed, and have paid all Federal taxes,
assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those which
are being contested in good faith by appropriate proceedings and for which
adequate reserves have been provided in accordance with GAAP. The Company and
its Subsidiaries have filed all material state and other material non-Federal
tax returns and reports required to be filed, and have paid all material state
and other material non-Federal taxes, assessments, fees and other governmental
charges levied or


                                     - 39 -
<PAGE>
imposed upon them or their properties, income or assets otherwise due and
payable, except those which are being contested in good faith by appropriate
proceedings and for which adequate reserves have been provided in accordance
with GAAP, except where failure to do so would not reasonably be expected to
have a Material Adverse Effect. To the Company's knowledge, there is no proposed
tax assessment against the Company or any Subsidiary that would, if made,
reasonably be expected to have a Material Adverse Effect.

      6.11 Financial Condition. The unaudited consolidated financial statements
of the Company and its Subsidiaries dated September 30, 2001, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for the fiscal quarter ended on that date: (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present in all material respects
the financial condition of the Company and its Subsidiaries as of the date
thereof and results of operations for the period covered thereby (subject to
ordinary, good faith year-end adjustments); and (iii) show all material
Indebtedness and other liabilities, direct or contingent, of the Company and its
consolidated Subsidiaries as of the date thereof, including liabilities for
taxes, material commitments and Contingent Obligations. Since December 31, 2000,
there has been no Material Adverse Effect.

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

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

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

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

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


                                     - 40 -
<PAGE>
      6.17 Insurance. The properties of the Company and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Company, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Company or such Subsidiary operates.

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

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

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

      6.21 Collateral Documents.

            (a) The provisions of each of the Collateral Documents are effective
to create in favor of the Administrative Agent for the benefit of the Lenders, a
legal, valid and enforceable first priority security interest in all right,
title and interest of the Company and its Subsidiaries in the collateral
described therein; and financing statements have been filed in the offices in
all of the jurisdictions listed in the schedule to the Security Agreement.

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

      6.22 Purchase, Redemption and Acquisition of Shares.

      Since September 30, 2001, the Company has purchased, redeemed or otherwise
acquired 400,000 shares of its common stock.


                                     - 41 -
<PAGE>
                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

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

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

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

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

      7.02 Certificates; Other Information. The Company shall furnish to the
Administrative Agent, with sufficient copies for each Lender:

            (a) As soon as available, but not later than 24 days after the close
of each month until the Termination Date, a Borrowing Base Report in the form of
EXHIBIT H hereto, certified by a Responsible Officer as fairly presenting the
Eligible Refinery Hydrocarbon Inventory and Eligible Accounts Receivable as of
the last day of the immediately preceding month;

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

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

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


                                     - 42 -
<PAGE>
      7.03 Notices. The Company shall promptly notify the Administrative Agent:

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

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

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

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

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

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

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

            (h)   of the formation or acquisition of any Material Subsidiary.

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

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


                                     - 43 -
<PAGE>
            (a) preserve and maintain in full force and effect its corporate
existence and good standing under the laws of its state or jurisdiction of
incorporation except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect;

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

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

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

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

      7.06 Insurance. In addition to any other insurance requirements set forth
in the Security Documents, the Company shall, and shall cause each of its
Subsidiaries to, maintain, with financially sound and reputable independent
insurers, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons except where the
failure to do so would not reasonably be expected to have a Material Adverse
Effect.

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

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

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


                                     - 44 -
<PAGE>
401(a) of the Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Code.

      7.10 Inspection of Property and Books and Records. The Company shall, and
shall cause each of its Subsidiaries to, maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Company and such Guarantor. The Company
and each Guarantor shall, and shall cause each of their Subsidiaries to, permit,
representatives and independent contractors of the Administrative Agent or any
Lender to visit and inspect any of their respective properties, to examine their
respective corporate, financial and operating records, and make copies thereof
or abstracts therefrom, and to discuss their respective affairs, finances and
accounts with their respective directors, officers, and independent public
accountants, all at the expense of the Company and at such reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Company; provided, however, when an Event of
Default exists the Administrative Agent or any Lender may do any of the
foregoing at the expense of the Company at any time during normal business hours
and without advance notice.

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

      7.12 New Subsidiary Guarantors; New Subsidiary Security Agreements.

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

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

            (c) Notwithstanding subsections (a) and (b) of this SECTION 7.12, as
long as Navajo Convenient Stores Co., LLC has total assets with a book value of
less than $5,000,000, Navajo Convenient Stores Co., LLC shall not be required to
execute a Supplemental Guaranty nor execute a Security Agreement.


                                     - 45 -
<PAGE>
      7.13 Use of Proceeds. The Company shall use the proceeds of the Revolving
Loans (a) to refinance existing indebtedness under the Existing Credit
Agreement, (b) to make capital contributions and loans to the Guarantors for
working capital expenditures, (c) for the issuance of standby letters of credit
pursuant to ARTICLE III hereof in the ordinary course of business and (d) for
Acquisitions otherwise permitted in accordance with the terms hereof; provided
that the aggregate amount of proceeds used to finance Acquisitions during the
term hereof shall not exceed $10,000,000.

      7.14 Subordinated Indebtedness. The Company shall maintain at least
$150,000,000 in Subordinated Notes outstanding at all times throughout the term
hereof.

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

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

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

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

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

            (b) any Lien created under any Loan Document;

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

            (d) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar non-consensual statutory Liens
(including statutory liens in favor of mineral interest owners, securing only
amounts due for the purchase price, state royalty and taxes in respect of
product severed from a production unit in New Mexico in which such interest
owner owns an interest) arising in the


                                     - 46 -
<PAGE>
ordinary course of business which are not delinquent or remain payable without
penalty or which are being contested in good faith and by appropriate
proceedings, which proceedings have the effect of preventing the forfeiture or
sale of the property subject thereto;

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

            (f) Liens (other than Liens on the Collateral) on the property of
the Company, any Guarantor or any Subsidiary of any such Person securing (i) the
non-delinquent performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, (ii) contingent obligations on surety and
appeal bonds not exceeding $3,000,000 in the aggregate, and (iii) other
non-delinquent obligations of a like nature; in each case, incurred in the
ordinary course of business;

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

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

            (i) Liens (other than Liens on the Collateral) on any property
acquired or held by the Company or its Subsidiaries in the ordinary course of
business, securing Indebtedness incurred or assumed for the purpose of financing
all or any part of the cost of acquiring such property after the date hereof;
provided that (i) any such Lien has attached prior to acquisition of such
property or attaches to such property concurrently with or within 20 days after
the acquisition thereof, (ii) such Lien attaches solely to the property so
acquired in such transaction, (iii) the principal amount of the debt secured
thereby does not exceed 100% of the cost of such property, and (iv) the
principal amount of the Indebtedness secured by any and all such purchase money
security interests, together with all other Indebtedness securing Liens
permitted under SUBSECTION 8.01(j) below, shall not exceed $5,000,000 in the
aggregate at any time outstanding; and

            (j) Any Liens (other than Liens on the Collateral) not otherwise
described in SUBSECTION 8.01(A) through (H) above, provided that the
Indebtedness and other obligations secured by such Liens, together with all
other Indebtedness securing Liens permitted under SUBSECTION 8.01(i), shall not
at any time exceed $5,000,000 in the aggregate at any time outstanding.

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

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


                                     - 47 -
<PAGE>
            (b) The sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to the
purchase price of such replacement equipment;

            (c) Dispositions of assets by the Company or any Subsidiary to the
Company or any Subsidiary;

            (d) Dispositions permitted pursuant to SECTION 8.03;

            (e) Dispositions of assets under an arrangement in the ordinary
course of business whereby the Company or any Subsidiary would then or
thereafter lease as lessee such assets under a Synthetic Lease; provided that
(i) at the time of such Disposition, no Event of Default shall exist or shall
result from such Disposition, (ii) the aggregate book value of all such assets
disposed of pursuant to this SUBSECTION 8.02(e) does not exceed $52,500,000 and
(iii) the net proceeds of such Disposition are used by the Company to repay
Loans then outstanding; and

            (f) Dispositions of assets not otherwise permitted hereunder which
are made for fair market value, provided, that (i) at the time of any such
Disposition, no Event of Default shall exist or shall result from such
Disposition, (ii) with respect to Dispositions of such assets by the Company and
its Subsidiaries in the fiscal year ending December 31, 2001, the aggregate book
value of such assets shall not exceed in the fiscal year the aggregate amount of
$7,000,000, and with respect to Dispositions of such assets by the Company and
its Subsidiaries in any fiscal year ending after December 31, 2001, the
aggregate book value of such assets shall not exceed in any fiscal year the
aggregate amount of $5,000,000

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

            (a) The Company may merge with any Person not otherwise permitted
under SUBSECTION 8.03(B) below, provided that there is no Change in Control as a
result of the merger and the surviving Person continues to meet all financial
covenants herein for the Company and agrees to be bound by the terms of the
Agreement and assumes in writing all Obligations;

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

            (c) any Subsidiary may sell all or substantially all of its assets
(upon voluntary liquidation or otherwise), to the Company or a Wholly-Owned
Subsidiary.

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

            (a) investments in Cash Equivalents;


                                     - 48 -
<PAGE>
            (b) extensions of credit in the nature of accounts receivable or
notes receivable arising from the sale or lease of goods or services in the
ordinary course of business;

            (c) extensions of credit by the Company to any of its Wholly-Owned
Subsidiaries or by any of its Wholly-Owned Subsidiaries to the Company or
another of its Wholly-Owned Subsidiaries, and investments by the Company or any
Guarantor or any of its or their Subsidiaries in any of the Company's
Wholly-Owned Subsidiaries;

            (d) investments incurred in order to consummate Acquisitions,
provided that (i) such Acquisitions are undertaken in accordance with all
applicable Requirements of Law; (ii) the prior, effective written consent or
approval to such Acquisition of the board of directors or equivalent governing
body of the acquiree is obtained; and (iii) no Default or Event of Default shall
have occurred either prior to or subsequent to such Acquisition;

            (e) extensions of credit described in SCHEDULE 8.04 attached hereto,
through and including the maturity date thereof, but not any renewals or
extensions thereof except as otherwise may be specified in SCHEDULE 8.04; and

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

      8.05 Limitation on Subsidiary Indebtedness. Neither the Guarantors nor any
other Subsidiary of the Company shall create, incur, assume, suffer to exist, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

            (a) Indebtedness incurred pursuant to this Agreement;

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

            (c) Indebtedness described on SCHEDULE 8.05.

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

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

      8.08 Contingent Obligations. The Company shall not, and shall not permit
any of its Subsidiaries to, create, incur, assume or suffer to exist any
Contingent Obligations except:

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


                                     - 49 -
<PAGE>
            (b) Swap Contracts entered into in the ordinary course of business;

            (c) guarantees by the Company or any Subsidiary guaranteeing
obligations (other than obligations for money borrowed) of any Consolidated
Subsidiary in the ordinary course of business and guarantees by any Guarantor
guaranteeing obligations of the Company; provided that such obligations are
permitted under this Agreement;

            (d) Contingent Obligations of the Company and its Subsidiaries
existing as of the Execution Date and listed in SCHEDULE 8.08;

            (e) obligations under bid bonds, performance bonds and fidelity
bonds issued for the account of the Company or its Subsidiaries, obligations to
indemnify or make whole any surety and similar agreements incurred in the
ordinary course of business;

            (f) this Agreement and the Guaranties; and

            (g) the guaranties described in SCHEDULE 8.05.

      8.09 Restricted Payments. The Company shall not, and shall not permit any
of its Subsidiaries to, purchase, redeem or otherwise acquire for value any
shares of its capital stock or any warrants, rights or options to acquire such
shares, now or hereafter outstanding (collectively "RESTRICTED PAYMENTS");
provided that immediately prior to and after giving effect to any of the
following described payments, there exists no Default or Event of Default:

            (a) any Subsidiary may declare and make Restricted Payments to the
Company or any Wholly-Owned Subsidiary;

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

            (c) the Company may purchase, redeem or otherwise acquire shares of
its common stock to the extent permitted by the terms of the NBD Subordinated
Indenture, provided, however, that the number of shares purchased, redeemed or
otherwise acquired by the Company during the period beginning on December 23,
1998 through the term of this Agreement may not exceed 1,000,000 shares in the
aggregate (excluding for purposes of such calculation (i) 400,000 shares
repurchased from James Acridge in October 2001, (ii) 129,466 shares repurchased
from James Acridge in August 2000, (iii) 1,169,414 shares repurchased from the
Company's shareholders pursuant to a tender offer which closed in February 2000,
and (iv) 440,000 shares repurchased from James Acridge in August 1999.

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


                                     - 50 -
<PAGE>
      8.11 Subordinated Notes. The Company shall not, and shall not permit any
Subsidiary to: (a) amend, modify or change, or consent or agree to any
amendment, modification or change to, any of the terms of the Indentures, the
Subordinated Notes or the guarantees executed in connection therewith, other
than (i) any such amendment or modification which would extend the maturity or
reduce the amount of any payment of principal thereof or which would reduce the
rate or extend the date of payment of interest thereon, (ii) amendments pursuant
to Section 9.01(1) and (2) of the NBD Indenture and (iii) such other amendments
and modifications acceptable to the Majority Lenders; or (b) make any payments
to the holders of the Subordinated Notes or to any trustee acting under the
Indentures which is prohibited by the Indentures or (c) make any prepayment or
redeem in whole or in part the Subordinated Notes.

      8.12 Minimum Consolidated Tangible Net Worth. From and after the Execution
Date, the Company will maintain at all times Consolidated Tangible Net Worth in
an amount not less than the sum of (i) $96,000,000, plus (ii) 50% of
Consolidated Net Income computed on a cumulative basis for the period beginning
October 1, 1999 and ending on the date of determination (provided that no
negative adjustment will be made in the event that Consolidated Net Income is a
deficit figure for such period), plus (iii) 75% of the aggregate amount of the
net assets (cash or otherwise) received by the Company from the issuance of any
class of capital stock after September 30, 1998.

      8.13 Minimum Interest Coverage Ratio. The Company shall not permit (as of
the end of any fiscal quarter) the ratio of (a) Consolidated EBITDA (plus
Material Rents) for the four consecutive fiscal quarters most recently then
ended to (b) Consolidated Interest Expense (plus Material Rents) for the four
consecutive fiscal quarters most recently then ended to be less than 2.25 to
1.00.

      8.14 Maximum Capitalization Ratio. From and after the Execution Date, the
Company shall not permit the Capitalization Ratio to be greater than 70% at any
time.

      8.15 ERISA. The Company shall not, and shall not suffer or permit any of
its ERISA Affiliates to: (a) engage in a prohibited transaction or violation of
the fiduciary responsibility rules with respect to any Plan which has resulted
or could reasonably expected to result in liability of the Company in an
aggregate amount which could have a Material Adverse Effect; or (b) engage in a
transaction that could be subject to Section 4069 or 4212(c) of ERISA.

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

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

                                   ARTICLE IX

                                EVENTS OF DEFAULT

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

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


                                     - 51 -
<PAGE>
            (b) Representation or Warranty. Any representation or warranty by
the Company or any Subsidiary made or deemed made herein, in any other Loan
Document, or which is contained in any certificate, document or financial or
other statement by the Company, any Subsidiary, or any Responsible Officer,
furnished at any time under this Agreement, or in or under any other Loan
Document, is incorrect in any material respect on or as of the date made or
deemed made; or

            (c) Specific Defaults. The Company (i) fails to perform or observe
any term, covenant or agreement contained in ARTICLE VIII, and (A) such default
shall continue unremedied for a period of 15 days after the occurrence thereof
or (B) the Company shall fail to deliver to the Administrative Agent and the
Lenders satisfactory certification and evidence of the remedy thereof within 15
days after the occurrence thereof, or (ii) fails to perform or observe any term,
covenant or agreement contained in SECTION 7.03(a); or

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

            (e) Cross-Default. The Company or any Subsidiary (i) fails to make
any payment in respect of any Indebtedness, Contingent Obligation or Commodity
Swap having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than $3,000,000, or any
Specified Swap Contract (whatever the amount), when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) and such
failure continues after the applicable grace or notice period, if any, specified
in the relevant document on the date of such failure; or (ii) fails to perform
or observe any other condition or covenant, or any other event shall occur or
condition exist, under any agreement or instrument relating to any such
Indebtedness, Contingent Obligation or Commodity Swap having an aggregate
principal amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $3,000,000, or any Specified Swap Contract (whatever
the amount), if the effect of such failure, event or condition is to cause, or
to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause such Indebtedness,
Specified Swap Contract or Commodity Swap to be declared to be due and payable
prior to its stated maturity, or such Contingent Obligation, Specified Swap
Contract or Commodity Swap to become payable or cash collateral in respect
thereof to be demanded; or (iii) any Indebtedness, Contingent Obligation or
Commodity Swap of the Company or any Subsidiary in excess of $3,000,000, or any
Specified Swap Contract (whatever the amount), shall be declared due and payable
prior to its stated maturity or cash collateral is demanded in respect of such
Contingent Obligations, Specified Swap Contracts or Commodity Swaps; or

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

            (g) Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company or any Material Subsidiary,
or any writ, judgment, warrant of attachment, execution or similar process, is
issued or levied against all or a substantial part of the Company's or any
Material Subsidiary's properties, and any such proceeding or petition shall not
be


                                     - 52 -
<PAGE>
dismissed, or such writ, judgment, warrant of attachment, execution or similar
process shall not be released, vacated or fully bonded within 60 days after
commencement, filing or levy; (ii) the Company or any Material Subsidiary admits
the material allegations of a petition against it in any Insolvency Proceeding,
or an order for relief (or similar order under non-U.S. law) is ordered in any
Insolvency Proceeding; or (iii) the Company or any Material Subsidiary
acquiesces in the appointment of a receiver, trustee, custodian, conservator,
liquidator, mortgagee in possession (or agent therefor), or other similar Person
for itself or a substantial portion of its property or business; or

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

            (i) Monetary Judgments. One or more final judgments, final orders,
decrees or arbitration awards is entered against the Company or any Subsidiary
involving in the aggregate a liability (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage) as to
any single or related series of transactions, incidents or conditions, of
$3,000,000 or more, and the same shall remain unsatisfied, unvacated and
unstayed pending appeal for a period of 30 days after the entry thereof; or

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

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

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

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

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

            (o) Prepayment of Subordinated Notes. If the Company or any
Subsidiary is required for any reason to prepay, redeem or purchase in whole or
in part any of the Subordinated Notes during the term of this Agreement; or


                                     - 53 -
<PAGE>
            (p) Collateral.

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

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

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

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

            (b) declare an amount equal to the maximum aggregate amount that is
or at any time thereafter may become available for drawing under any outstanding
Letters of Credit (whether or not any beneficiary shall have presented, or shall
be entitled at such time to present, the drafts or other documents required to
draw under such Letters of Credit) to be immediately due and payable, and
declare the unpaid principal amount of all outstanding Loans, all interest
accrued and unpaid thereon, and all other amounts owing or payable hereunder or
under any other Loan Document to be immediately due and payable, without
presentment, demand, protest, notice of intention to accelerate, notice of
acceleration or any other notice of any kind, all of which are hereby expressly
waived by the Company;

            (c) require cash collateral as set forth in SECTION 3.09; and

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

provided, however, that upon the occurrence of any event specified in SUBSECTION
(f) or (g) of SECTION 9.01 (in the case of CLAUSE (i) of SUBSECTION (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each
Lender to make Loans and any obligation of the Issuing Bank to Issue Letters of
Credit shall automatically terminate and the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable and (y) cash collateral as set forth in
SECTION 3.09 shall automatically be due and payable, in each case without
further act of the Administrative Agent, the Issuing Bank or any Lender and
without presentment, demand, protest, notice of intention to accelerate, notice
of acceleration or any other notice of any kind, all of which are hereby
expressly waived by the Company.

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


                                     - 54 -
<PAGE>
                                    ARTICLE X

                            THE ADMINISTRATIVE AGENT

      10.01 Appointment and Authorization.

            (a) Each Lender hereby irrevocably (subject to SECTION 10.09)
appoints, designates and authorizes the Administrative Agent to take such action
on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental thereto. Notwithstanding
any provision to the contrary contained elsewhere in this Agreement or in any
other Loan Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term "agent" in this
Agreement or any other Loan Document with reference to the Administrative Agent
is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead, such
term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting
parties.

            (b) The Issuing Bank shall act on behalf of the Lenders with respect
to any Letters of Credit Issued by it and the documents associated therewith
until such time and except for so long as the Administrative Agent may agree at
the request of the Majority Lenders to act for such Issuing Bank with respect
thereto; provided, however, that the Issuing Bank shall have all of the benefits
and immunities (i) provided to the Administrative Agent in this ARTICLE X with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit Issued by it or proposed to be Issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Administrative Agent," as used in
this ARTICLE X, included the Issuing Bank with respect to such acts or
omissions, and (ii) as additionally provided in this Agreement with respect to
the Issuing Bank.

      10.02 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

      10.03 Liability of Administrative Agent. None of the Agent-Related Persons
shall (i) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Lenders for any
recital, statement, representation or warranty made by the Company or any
Subsidiary or Affiliate of the Company, or any officer thereof, contained in
this Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or for the value of or title to any Collateral, or the validity,
effectiveness (other than such Agent-Related Person's own due execution and
delivery), genuineness, enforceability or sufficiency of this Agreement or any
other Loan Document, or for any failure of the Company or any other party to any
Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or


                                     - 55 -
<PAGE>
conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of the Company or any of the Company's Subsidiaries
or Affiliates.

      10.04 Reliance by Administrative Agent.

            (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to the
Company), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Majority Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Majority
Lenders and such request and any action taken or failure to act pursuant thereto
shall be binding upon all of the Lenders.

            (b) For purposes of determining compliance with the conditions
specified in SECTION 5.01, each Lender that has made available to the
Administrative Agent its Pro Rata Share of the initial Credit Extension or
subsequent Credit Extension, as the case may be, shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter either sent by the Administrative Agent to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to the Lender as a condition
precedent to such initial Credit Extension or subsequent Credit Extension, as
applicable.

      10.05 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Company referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
Subject to SUBSECTION 10.04(a), the Administrative Agent shall take such action
with respect to such Default or Event of Default as may be requested by the
Majority Lenders in accordance with ARTICLE IX; provided, however, that unless
and until the Administrative Agent has received any such request, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Lenders.

      10.06 Credit Decision. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by any Agent-Related Person hereafter taken, including any review of the
affairs of the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Company and its Subsidiaries, the
value of and title to any Collateral and all applicable bank regulatory laws
relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Company hereunder. Each
Lender also


                                     - 56 -
<PAGE>
represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Company. Except for notices,
reports and other documents expressly herein required to be furnished to the
Lenders by the Administrative Agent, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Company which may come into the
possession of any of the Agent-Related Persons.

      10.07 Indemnification. Whether or not the transactions contemplated hereby
are consummated, the Lenders shall indemnify upon demand the Agent-Related
Persons (to the extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), pro rata, from and against any
and all Indemnified Liabilities INCLUDING SUCH INDEMNIFIED LIABILITIES AS MAY
ARISE OR BE CAUSED BY THE NEGLIGENCE, SOLE, JOINT, CONCURRENT, COMPARATIVE OR
OTHERWISE OF SUCH AGENT-RELATED PERSONS; provided, however, that no Lender shall
be liable for the payment to the Agent-Related Persons of any portion of such
Indemnified Liabilities to the extent the same arise from such Person's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Company. The undertaking in this Section shall survive the
termination of the Commitments, the repayment of all Obligations hereunder and
the resignation or replacement of the Administrative Agent.

      10.08 Administrative Agent in Individual Capacity. Bank of America and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with the
Company and its Subsidiaries and Affiliates as though Bank of America were not
the Administrative Agent or the Issuing Bank hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information regarding
the Company or its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Company or such Subsidiary) and
acknowledge that the Agent-Related Persons shall be under no obligation to
provide such information to them. With respect to its Loans, Bank of America
shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though it were not the Administrative Agent.

      10.09 Successor Administrative Agent. The Administrative Agent may, and at
the request of the Majority Lenders shall, resign as Administrative Agent upon
30 days' notice to the Lenders. If the Administrative Agent resigns under this
Agreement, the Majority Lenders shall appoint from among the Lenders a successor
agent for the Lenders. If no successor agent is appointed prior to the effective
date of the resignation of the Administrative Agent, the Administrative Agent
may appoint, after consulting with the Lenders, a successor agent from among the
Lenders. Upon the acceptance of its appointment as successor agent hereunder,
such successor agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "Administrative Agent" shall mean
such successor agent and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the


                                     - 57 -
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provisions of this ARTICLE X and SECTIONS 11.04 and 11.05 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor agent has accepted
appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Majority Lenders appoint a successor
agent as provided for above. Notwithstanding the foregoing, however, for so long
as Bank of America is the Issuing Bank, then Bank of America may not be removed
as the Administrative Agent at the request of the Majority Lenders unless Bank
of America shall also simultaneously be replaced as "Issuing Bank" hereunder
pursuant to documentation in form and substance reasonably satisfactory to Bank
of America.

      10.10 Withholding Tax.

            (a) If any Lender is a "foreign corporation, partnership or trust"
within the meaning of the Code and such Lender claims exemption from, or a
reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such
Lender agrees with and in favor of the Administrative Agent, to deliver to the
Administrative Agent:

                  (i) if such Lender claims an exemption from, or a reduction
      of, withholding tax under a United States tax treaty, two properly
      completed and executed copies of IRS Forms 1001 and W-8 before the payment
      of any interest in the first calendar year and before the payment of any
      interest in each third succeeding calendar year during which interest may
      be paid under this Agreement;

                  (ii) if such Lender claims that interest paid under this
      Agreement is exempt from United States withholding tax because it is
      effectively connected with a United States trade or business of such
      Lender, two properly completed and executed copies of IRS Form 4224 before
      the payment of any interest is due in the first taxable year of such
      Lender and in each succeeding taxable year of such Lender during which
      interest may be paid under this Agreement, and IRS Form W-9; and

                  (iii) such other form or forms as may be required under the
      Code or other laws of the United States as a condition to exemption from,
      or reduction of, United States withholding tax.

Such Lender agrees to promptly notify the Administrative Agent of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

            (b) If any Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form 1001 and
such Lender sells, assigns, grants a participation in, or otherwise transfers
all or part of the Obligations of the Company to such Lender, such Lender agrees
to notify the Administrative Agent of the percentage amount in which it is no
longer the beneficial owner of Obligations of the Company to such Lender. To the
extent of such percentage amount, the Administrative Agent will treat such
Lender's IRS Form 1001 as no longer valid.

            (c) If any Lender claiming exemption from United States withholding
tax by filing IRS Form 4224 with the Administrative Agent sells, assigns, grants
a participation in, or otherwise transfers all or part of the Obligations of the
Company to such Lender, such Lender agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.


                                     - 58 -
<PAGE>
            (d) If any Lender is entitled to a reduction in the applicable
withholding tax, the Administrative Agent may withhold from any interest payment
to such Lender an amount equivalent to the applicable withholding tax after
taking into account such reduction. If the forms or other documentation required
by SUBSECTION (A) of this Section are not delivered to the Administrative Agent,
then the Administrative Agent may withhold from any interest payment to such
Lender not providing such forms or other documentation an amount equivalent to
the applicable withholding tax imposed by Sections 1441 and 1442 of the Code,
without reduction.

            (e) If the IRS or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that the Administrative Agent did
not properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered or was not properly executed, or
because such Lender failed to notify the Administrative Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason) such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as tax or otherwise, including penalties and interest, and
including any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, together with all costs and expenses
(including Attorney Costs). The obligation of the Lenders under this subsection
shall survive the payment of all Obligations and the resignation or replacement
of the Administrative Agent.

      10.11 Collateral Matters. (a) The Administrative Agent is authorized on
behalf of all the Lenders, without the necessity of any notice to or further
consent from the Lenders, from time to time to take any action with respect to
any Collateral or the Collateral Documents which may be necessary to perfect and
maintain perfected the security interest in and Liens upon the Collateral
granted pursuant to the Collateral Documents.

            (b) The Lenders irrevocably authorize the Administrative Agent, at
its option and in its discretion, to release any Lien granted to or held by the
Administrative Agent upon any Collateral (i) upon termination of the Commitments
and payment in full of all Loans and all other Obligations known to the
Administrative Agent and payable under this Agreement or any other Loan
Document; (ii) constituting property sold or to be sold or disposed of as part
of or in connection with any disposition permitted hereunder; (iii) constituting
property in which the Company or any Subsidiary owned no interest at the time
the Lien was granted or at any time thereafter; (iv) constituting property
leased to the Company or any Subsidiary under a lease which has expired or been
terminated in a transaction permitted under this Agreement or is about to expire
and which has not been, and is not intended by the Company or such Subsidiary to
be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness
or other debt instrument, if the indebtedness evidenced thereby has been paid in
full; or (vi) if approved, authorized or ratified in writing by the Majority
Lenders or all the Lenders, as the case may be, as provided in SUBSECTION
11.01(F). Upon request by the Administrative Agent at any time, the Lenders will
confirm in writing the Administrative Agent's authority to release particular
types or items of Collateral pursuant to this SUBSECTION 10.11(b), provided that
the absence of any such confirmation for whatever reason shall not affect the
Administrative Agent's rights under this SECTION 10.11.

            (c) Each Lender agrees with and in favor of each other (which
agreement shall not be for the benefit of the Company or any Subsidiary) that
the Company's obligation to such Lender under this Agreement and the other Loan
Documents is not and shall not be secured by any real property collateral now or
hereafter acquired by such Lender.

            (d) Upon the occurrence and continuance of an Event of Default,
Lenders agree to promptly confer in order that Majority Lenders or Lenders, as
the case may be, may agree upon a course of action for the enforcement of the
rights of Lenders; and Administrative Agent shall be entitled to


                                     - 59 -
<PAGE>
refrain from taking any action (without incurring any liability to any Person
for so refraining) unless and until Administrative Agent shall have received
instructions from Majority Lenders. All rights of action under the Loan
Documents and all rights to the Collateral, if any, hereunder may be enforced by
Administrative Agent and any suit or proceeding instituted by Administrative
Agent in furtherance of such enforcement shall be brought in its name as
Administrative Agent without the necessity of joining as plaintiffs or
defendants any other Lender, and the recovery of any judgment shall be for the
benefit of Lenders subject to the expenses of Administrative Agent. In actions
with respect to any property of Borrower, Administrative Agent is acting for the
ratable benefit of each Lender. Any and all agreements to subordinate (whether
made heretofore or hereafter) other indebtedness or obligations of Borrower to
the Obligations shall be construed as being for the ratable benefit of each
Lender.

                                   ARTICLE XI

                                  MISCELLANEOUS

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

            (a) increase or extend the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to SECTION 9.02;

            (b) postpone or delay any date fixed by this Agreement or any other
Loan Document for any payment of principal, interest, fees or other amounts due
to the Lenders (or any of them) hereunder or under any other Loan Document;

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

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

            (e) amend this Section, or SECTION 2.13 or any provision herein
providing for consent or other action by all Lenders; or

            (f) discharge any Guarantor, or, except as otherwise provided in
SECTION 10.11(b), release any portion of the Collateral, except as otherwise may
be provided in the Collateral Documents or except where the consent of the
Majority Lenders only is specifically provided for;

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


                                     - 60 -
<PAGE>
Document, and (iii) the Fee Letters may be amended, or rights or privileges
thereunder waived, only in a writing executed by the parties thereto.

      11.02 Notices.

            (a) All notices, requests, consents, approvals, waivers and other
communications shall be in writing (including, unless the context expressly
otherwise provides, by facsimile transmission, provided that any matter
transmitted by the Company by facsimile (i) shall be immediately confirmed by a
telephone call to the recipient at the number specified on SCHEDULE 11.02, and
(ii) shall be followed promptly by delivery of a hard copy original thereof) and
mailed, faxed or delivered, to the address or facsimile number specified for
notices on SCHEDULE 11.02; or, as directed to the Company or the Administrative
Agent, to such other address as shall be designated by such party in a written
notice to the other parties, and as directed to any other party, at such other
address as shall be designated by such party in a written notice to the Company
and the Administrative Agent.

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

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

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

      11.04 Costs and Expenses. The Company shall:

            (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse the Administrative Agent, and the Issuing Bank
within five Business Days after demand (subject to SUBSECTION 5.01(f)) for all
reasonable costs and expenses incurred by the Administrative Agent and the
Issuing Bank in connection with the development, preparation, delivery,
administration and execution of, and any amendment, supplement, waiver or
modification to (in each case, whether or not consummated), this Agreement, any
Loan Document and any other documents prepared in connection herewith or
therewith, and the consummation of the transactions contemplated hereby and
thereby,


                                     - 61 -
<PAGE>
including Attorney Costs incurred by the Administrative Agent and the Issuing
Bank with respect thereto; and

            (b) pay or reimburse the Administrative Agent, the Arranger and each
Lender within five Business Days after demand (subject to SUBSECTION 5.01(f))
for all costs and expenses (including Attorney Costs) incurred by each of them
in connection with the enforcement, attempted enforcement, or preservation of
any rights or remedies under this Agreement or any other Loan Document during
the existence of an Event of Default or after acceleration of the Loans
(including in connection with any "workout" or restructuring regarding the
Loans, and including in any Insolvency Proceeding or appellate proceeding).

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

            (b) (i) The Company shall indemnify, defend and hold harmless each
Indemnified Person, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges, expenses
or disbursements (including Attorney Costs and the allocated cost of internal
environmental audit or review services), which may be incurred by or asserted
against such Indemnified Person in connection with or arising out of any pending
or threatened investigation, litigation or proceeding, or any action taken by
any Person, with respect to any Environmental Claim. No action taken by legal
counsel chosen by the Administrative Agent or any Lender in defending against
any such investigation, litigation or proceeding or requested remedial, removal
or response action shall vitiate or any way impair the Company's obligation and
duty hereunder to indemnify and hold harmless the Administrative Agent and each
Lender.

            (ii) In no event shall any site visit, observation, or testing by
the Administrative Agent or any Lender (or any contractee of the Administrative
Agent or any Lender) be deemed a representation or warranty that Hazardous
Materials are or are not present in, on, or under, any site, or that there has
been or shall be compliance with any Environmental Law. Neither the Company nor
any other Person is entitled to rely on any site visit, observation, or testing
by the Administrative Agent or any Lender. Neither the Administrative Agent nor
any Lender owes any duty of care to protect the Company or any other Person
against, or to inform the Company or any other party of, any Hazardous Materials
or any other adverse condition affecting any site or property. Neither the
Administrative Agent nor any Lender shall be obligated to disclose to the
Company or any other Person any report or findings made as a


                                     - 62 -
<PAGE>
result of, or in connection with, any site visit, observation, or testing by the
Administrative Agent or any Lender. Indemnified Parties hereby reserve the
right, and the Company hereby expressly authorizes any Indemnified Party, to
make available to any party (including any governmental agency or authority) any
and all reports, whether prepared by any Indemnified Party or prepared by the
Company and provided to any Indemnified Party (collectively, "ENVIRONMENTAL
Reports") that any Indemnified Party may have with respect to the property owned
or used by the Company or any of its Subsidiaries, to the extent required in
accordance with any Requirement of Law or by any Governmental Authority.

            (c) THE INDEMNIFICATION OBLIGATIONS OF THE COMPANY CONTAINED IN THIS
AGREEMENT SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARISE OUT OF
OR AS A RESULT OF ANY INDEMNIFIED PARTIES' NEGLIGENCE IN WHOLE OR IN PART,
INCLUDING, WITHOUT LIMITATION, THOSE CLAIMS WHICH RESULT FROM THE SOLE, JOINT,
CONCURRENT OR COMPARATIVE NEGLIGENCE OF THE INDEMNIFIED PARTY, OR ANY ONE OR
MORE OF THEM. The agreements in this SECTION 11.05 shall survive payment of all
other Obligations.

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

      11.07 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Administrative Agent and each Lender (and any attempted
assignment or transfer by the Company without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Indemnified Persons) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

      11.08 Assignments, Participations, etc.

            (a) Any Lender (including the Issuing Bank) may, with the prior
written consent of the Company (at all times other than during the existence of
an Event of Default) which consent of the Company shall not be unreasonably
withheld and written consent of the Administrative Agent, at any time assign and
delegate to one or more Eligible Assignees (provided that no written consent of
the Company or the Administrative Agent shall be required in connection with any
assignment and delegation by the Lender to an Eligible Assignee that is an
Affiliate of such Lender) (each an "ASSIGNEE") all, or any ratable part of all,
of the Loans, the Commitments, the L/C Obligations and the other rights and
obligations of such Lender hereunder, in a minimum amount of $10,000,000;
provided, however, that (i) the Company and the Administrative Agent may
continue to deal solely and directly with such Lender in connection with the
interest so assigned to an Assignee until (A) written notice of such assignment,
together with payment instructions, addresses and related information with
respect to the Assignee, shall have been given to the Company and the
Administrative Agent by such Lender and the Assignee; (B) such Lender and its
Assignee shall have delivered to the Company and the Administrative Agent an
Assignment and


                                     - 63 -
<PAGE>
Acceptance in the form of EXHIBIT E ("ASSIGNMENT AND ACCEPTANCE") together with
any Note or Notes subject to such assignment and (C) the assignor Lender or
Assignee has paid to the Administrative Agent a processing fee in the amount of
$3,500.00, and (ii) if the assignor Lender or any of its Affiliates is a Swap
Provider with respect to any Specified Swap Contract, such Lender shall not
assign all of its interest in the Loans and the Commitments to an Assignee
unless such Assignee, or an Affiliate of such Assignee, shall also assume all
rights and obligations of such assignor Lender or Affiliate with respect to such
Specified Swap Contracts, with the consent of the Company.

            (b) From and after the date that the Administrative Agent notifies
the assignor Lender that it has received (and provided its consent with respect
to) an executed Assignment and Acceptance and payment of the above-referenced
processing fee, (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, shall have the rights and obligations of a
Lender under the Loan Documents, and (ii) the assignor Lender shall, to the
extent that rights and obligations hereunder and under the other Loan Documents
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under the Loan Documents.

            (c) Within five Business Days after its receipt of notice by the
Administrative Agent that it has received an executed Assignment and Acceptance
and payment of the processing fee (and provided that it consents to such
assignment in accordance with SUBSECTION 11.08(a)), the Company shall execute
and deliver to the Administrative Agent, new Notes evidencing such Assignee's
assigned Loans and Commitment and, if the assignor Lender has retained a portion
of its Loans and its Commitment, replacement Notes in the principal amount of
the Loans retained by the assignor Lender (such Notes to be in exchange for, but
not in payment of, the Notes held by such Lender). Immediately upon each
Assignee's making its processing fee payment under the Assignment and
Acceptance, this Agreement shall be deemed to be amended to the extent, but only
to the extent, necessary to reflect the addition of the Assignee and the
resulting adjustment of the Commitments arising therefrom. The Commitment
allocated to each Assignee shall reduce such Commitments of the assigning Lender
pro tanto.

            (d) Any Lender may at any time sell to one or more commercial banks
or other Persons not Affiliates of the Company (a "PARTICIPANT") participating
interests in any Loans, the Commitment of that Lender and the other interests of
that Lender (the "ORIGINATING LENDER") hereunder and under the other Loan
Documents; provided, however, that (i) the originating Lender's obligations
under this Agreement shall remain unchanged, the originating Lender shall remain
a Lender for all purposes hereof and the other Loan Documents to which such
originating Lender is a party, and the Participant may not become a Bank for
purposes hereof or for any other of the Loan Documents, (ii) the originating
Lender shall remain solely responsible for the performance of such obligations,
(iii) the Company, the Issuing Bank and the Administrative Agent shall continue
to deal solely and directly with the originating Lender in connection with the
originating Lender's rights and obligations under this Agreement and the other
Loan Documents, and (iv) no Lender shall transfer or grant any participating
interest under which the Participant has rights to approve any amendment to, or
any consent or waiver with respect to, this Agreement or any other Loan
Document, except to the extent such amendment, consent or waiver would require
unanimous consent of the Lenders as described in the FIRST PROVISO to SECTION
11.01. In the case of any such participation, the Participant shall not have any
rights under this Agreement, or any of the other Loan Documents (the
Participant's rights against the granting Lender in respect of such
participation being those set forth in the agreement creating or evidencing such
participation with such Lender), and all amounts payable by the Company
hereunder shall be determined as if such Lender had not sold such participation;
except that, if amounts outstanding under this Agreement are due and unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be deemed to have the
right of set-off in


                                     - 64 -
<PAGE>
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement.

            (e) Notwithstanding any other provision in this Agreement, any
Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and the Notes held by
it in favor of any Federal Reserve Bank in accordance with Regulation A of the
FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve
Bank may enforce such pledge or security interest in any manner permitted under
applicable law.

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


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

      11.11 Interest. (a) It is the intention of the parties hereto to comply
with applicable usury laws; accordingly, notwithstanding any provision to the
contrary in this Agreement, the Notes or in any of the other Loan Documents
securing the payment hereof or otherwise relating hereto, in no event shall this


                                     - 65 -
<PAGE>
Agreement, the Notes or such other Loan Documents require the payment or permit
the payment, taking, reserving, receiving, collection, or charging of any sums
constituting interest under applicable laws, if any, which exceed the maximum
amount permitted by such laws. If any such excess interest is called for,
contracted for, charged, taken, reserved, or received in connection with the
Loans evidenced by the Notes or in any of the Loan Documents securing the
payment thereof or otherwise relating thereto, or in any communication by the
Administrative Agent or the Lenders or any other person to the Company or any
other person, or in the event all or part of the principal or interest thereof
shall be prepaid or accelerated, so that under any of such circumstances or
under any other circumstance whatsoever the amount of interest contracted for,
charged, taken, reserved, or received on the amount of principal actually
outstanding from time to time under the Notes shall exceed the maximum amount of
interest permitted by applicable usury laws, then in any such event it is agreed
as follows: (i) the provisions of this paragraph shall govern and control, (ii)
neither the Company nor any other person or entity now or hereafter liable for
the payment of the Notes shall be obligated to pay the amount of such interest
to the extent such interest is in excess of the maximum amount of interest
permitted by applicable usury laws, (iii) any such excess which is or has been
received notwithstanding this paragraph shall be credited against the then
unpaid principal balance of the Notes or, if the Notes have been or would be
paid in full, refunded to the Company, and (iv) the provisions of this
Agreement, the Notes and the other Loan Documents securing the payment hereof
and otherwise relating hereto, and any communication to the Company, shall
immediately be deemed reformed and such excess interest reduced, without the
necessity of executing any other document, to the maximum lawful rate allowed
under applicable laws as now or hereafter construed by courts having
jurisdiction hereof or thereof. Without limiting the foregoing, all calculations
of the rate of the interest contracted for, charged, taken, reserved, or
received in connection with the Notes or this Agreement which are made for the
purpose of determining whether such rate exceeds the maximum lawful rate shall
be made to the extent permitted by applicable laws by amortizing, prorating,
allocating and spreading during the period of the full term of the Loans,
including all prior and subsequent renewals and extensions, all interest at any
time contracted for, charged, taken, reserved, or received. The terms of this
paragraph shall be deemed to be incorporated in every document and communication
relating to the Notes, the Loans or any other Loan Document.

            (b) To the extent the interest rate laws of the State of Texas are
applicable to this Agreement and unless changed in accordance with law, on each
day the applicable interest rate ceiling is the "weekly ceiling" as defined in
Chapter 303 of the Texas Finance Code for such day. Lenders may from time to
time, as to current and future balances, implement any other ceiling under the
Texas Finance Code by notice to the Company, if and to the extent permitted by
the Texas Finance Code.

            (c) The provisions of Chapter 346 of the Texas Finance Code
(regulating certain revolving credit accounts and revolving tri-party accounts)
are specifically declared by the parties hereto not to be applicable to this
Agreement or any of the other Loan Documents or the transactions contemplated
hereby.

      11.12 Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law, the
Company agrees that in the event a payment shall be made by any Guarantor under
a Guaranty in respect of a Loan to the Company, the Company shall indemnify such
Guarantor for the full amount of such payment and such Guarantor shall be
subrogated to the rights of the person to whom such payment shall have been made
to the extent of such payment subject to the provisions of the Guaranty executed
by such Guarantor. Notwithstanding any provision of this Agreement to the
contrary, all rights of the Guarantors under this SECTION 11.12 and all other
rights of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full of the
Obligations, and no payments may be made in respect of such rights of indemnity,
contribution or subrogation until all the Obligations have been paid in full,
all Commitments have expired and all Letters of Credit have expired. No failure
on the part of the Company


                                     - 66 -
<PAGE>
to make the payments required by this Section (or any other payments required
under applicable law or otherwise) shall in any respect limit the obligations
and liabilities of any Guarantor with respect to any Guaranty, and each
Guarantor shall remain liable for the full amount of the obligation of such
Guarantor under each such Guaranty in accordance therewith.

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

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

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

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

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

      11.18 GOVERNING LAW.

            (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW;
AND THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

            (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF
THE UNITED STATES, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
COMPANY, THE AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE
COMPANY, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE


                                     - 67 -
<PAGE>
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE
COMPANY, THE AGENT AND THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, AND CONSENT TO THE SERVICE OF PROCESS IN ANY SUCH
LEGAL ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH IN SCHEDULE
11.02, SUCH SERVICE TO BECOME EFFECTIVE TEN DAYS AFTER SUCH MAILING. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.

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

      11.20 Assignment. Those Lenders who are parties to the Existing Credit
Agreement hereby assign to the Lenders who are signatories hereto the
indebtedness owed to them under the Existing Credit Agreement in such amounts so
that on the effective date of this Agreement all Lenders who are signatories
hereto have Commitments and hold Loans in the Pro Rata Shares that are set forth
on SCHEDULE 2.01 hereto.

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

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

      THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                    [SIGNATURES BEGIN ON THE FOLLOWING PAGE]


                                     - 68 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.

                                     GIANT INDUSTRIES, INC.


                                     By: /s/ Mark B. Cox
                                         ------------------------
                                     Name:  Mark B. Cox
                                     Title: VP, Treasurer and Financial Officer


                        [THIS IS A SIGNATURE PAGE TO THE
                    GIANT INDUSTRIES, INC. CREDIT AGREEMENT]
<PAGE>
                                     BANK OF AMERICA, N.A., as Administrative
                                     Agent, as Letter of Credit Issuing Bank
                                     and as a Lender


                                     By: /s/ Claire M. Liu
                                         ------------------------
                                     Claire M. Liu
                                     Managing Director


                        [THIS IS A SIGNATURE PAGE TO THE
                    GIANT INDUSTRIES, INC. CREDIT AGREEMENT]
<PAGE>
                                     UNION BANK OF CALIFORNIA, N.A., as a
                                     Lender


                                     By: /s/ Dustin Gaspari
                                         ------------------------
                                     Name: Dustin Gaspari
                                     Title: Vice President


                        [THIS IS A SIGNATURE PAGE TO THE
                    GIANT INDUSTRIES, INC. CREDIT AGREEMENT]
<PAGE>
                                     BANK ONE, NA, as a Lender


                                     By: /s/ Stephen Luttrell
                                         ------------------------
                                     Name: Stephen Luttrell
                                     Title: Vice President


                        [THIS IS A SIGNATURE PAGE TO THE
                    GIANT INDUSTRIES, INC. CREDIT AGREEMENT]
<PAGE>
                                     COMERICA BANK-CALIFORNIA, as a Lender


                                     By: /s/ Clifford A. Payson
                                         ------------------------
                                     Name: Clifford A. Payson
                                     Title: First Vice President


                        [THIS IS A SIGNATURE PAGE TO THE
                    GIANT INDUSTRIES, INC. CREDIT AGREEMENT]
<PAGE>
                                  SCHEDULE 1.01

                       PREFERRED ELIGIBLE ACCOUNT OBLIGORS

              BP, P.L.C.
              Chevron Texaco Corporation
              Conoco, Inc.
              ExxonMobil Corporation
              Shell Transport & Trading Company, P.L.C.
              Texaco Trading & Transportation, Inc.
<PAGE>
                                  SCHEDULE 2.01

                                   COMMITMENTS

<TABLE>
<CAPTION>
             Bank                       Commitment            Pro Rata Share
             ----                       ----------            --------------
<S>                                     <C>                   <C>
Bank of America, N.A.                   $20,000,000               30.76923%

Bank One, NA                            $20,000,000               30.76923%

Union Bank of California, N.A.          $15,000,000               23.07692%

Comerica Bank-California                $10,000,000               15.38462%

            TOTAL:                      $65,000,000           100.00000000%
</TABLE>
<PAGE>
                                  SCHEDULE 2.02

                                  PRICING CHART

(Expressed in percent per annum)

<TABLE>
<CAPTION>
==============================================================
                                LEVEL      LEVEL        LEVEL
PRICING LEVEL                     I          II          III
==============================================================
<S>                             <C>        <C>          <C>
Applicable Margin -
Offshore Rate Loans             1.250      1.500        2.000

-------------------------------------------------------------
Applicable Margin -
Base Rate Loans                 0.000      0.000        0.000

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

Risk Participation Fee          1.250      1.500        2.000

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

Commitment Fee                  0.500      0.500        0.500

==============================================================
</TABLE>

Level I shall apply if the Company's Leverage Ratio is less than or equal to
3.5:1.0. Level II shall apply if the Company's Leverage Ratio is greater than
3.5:1.0, but less than or equal to 4.5:1.0. Level III shall apply if the
Company's Leverage Ratio is greater than 4.5:1.0. Each adjustment of the
Applicable Margins, the Risk Participation Fee and the Commitment Fee shall be
made by the Administrative Agent and shall be effective as of the earlier of (a)
the date upon which the Company delivers a Compliance Certificate to the
Administrative Agent pursuant to SECTION 7.02(b) reflecting a changed pricing
level (accompanied and supported by the financial statements with respect to
which such Compliance Certificate is required to be delivered) and (b) the date
upon which the Company is required by SECTION 7.02(b) to deliver such Compliance
Certificate; provided, however, that, if a Compliance Certificate is not
delivered by the date required in SECTION 7.02(b), then, subject to the other
provisions of this Agreement, commencing on the date such Compliance Certificate
was required until such Compliance Certificate is delivered, the Applicable
Margins, the Risk Participation Fee and the Commitment Fee shall be those
indicated for Level III, and from and after the date such Compliance Certificate
is thereafter received, the Applicable Margins, the Risk Participation Fee and
the Commitment Fee shall be as determined from such Compliance Certificate.
<PAGE>
                                  SCHEDULE 3.03

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
                                           Outstanding
                         L/C No.             Amount
                         -------             ------

                                                US
No.                Beneficiary                Amount      Iss.      Exp.    Cur.
<S>                <C>                    <C>           <C>       <C>       <C>
T00000000221969    CITY OF GALLUP, NEW        6,600.00   8/23/99   6/23/02   USD
T00000000222564    STATE OF NEW MEXICO      400,000.00   8/23/99   5/04/02   USD
T00000007354858    STATE OF NEW MEXICO      776,840.00   8/23/99   6/01/02   USD
T00000007405118    NATIONAL UNION FIRE    1,400,000.00   3/20/01  11/01/02   USD
T00000003006785    COMMERCIAL FUELING        10,000.00  10/10/01   9/15/02   USD
                   NETWORK

                         Total:          $2,592,840.00
                                         =============
</TABLE>
<PAGE>
                                  SCHEDULE 6.11

                             UNDISCLOSED LIABILITIES


                                      None
<PAGE>
                                  SCHEDULE 6.16

                       SUBSIDIARIES AND MINORITY INTERESTS

(a) Subsidiaries

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

            Giant Industries Arizona, Inc., an Arizona corporation

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

            Ciniza Production Company, a New Mexico corporation
            San Juan Refining Company, a New Mexico corporation
            Giant Four Corners, Inc., an Arizona corporation
            Phoenix Fuel Co., Inc., an Arizona corporation
            De Guelle Oil Company, a Colorado corporation
            Giant Mid-Continent, Inc., an Arizona corporation
            Giant Stop-N-Go of New Mexico, a New Mexico corporation
            Giant Pipeline Company, a New Mexico corporation
            Giant Southwest Refining LLC, an Arizona limited liability company

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

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

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

(b) Equity Investments

            None
<PAGE>
                                  SCHEDULE 8.01

                                 PERMITTED LIENS

<TABLE>
<S>                                                   <C>
Miscellaneous Liens, value not exceeding $1,500,000   Various

Thriftway Marketing Corp., securing capitalized
lease obligations of Giant Four Corners, Inc.
presently in the aggregate amount of $7,102,832
(Such obligation is Permitted Indebtedness and
listed as Item 3 to SCHEDULE 8.05).                   Capitalized Service Station Leases
</TABLE>
<PAGE>
                                  SCHEDULE 8.04

                         PERMITTED LOANS AND INVESTMENTS

1.    $5,000,000 Loan by Giant Industries, Inc. to James E. Acridge due March
      28, 2003.
<PAGE>
                                  SCHEDULE 8.05

                         CERTAIN PERMITTED INDEBTEDNESS

1.    Giant Industries, Inc. & Giant Industries Arizona, Inc. Permitted
      Indebtedness pursuant to SECTION 8.05(C):

<TABLE>
<CAPTION>
DESCRIPTION                               BALANCE
<S>                                       <C>
Miscellaneous                             $   500,000.00 (estimates)
                                          --------------------------

TOTAL                                     $   500,000.00
                                          ==============
</TABLE>

2.    Phoenix Fuel Co., Inc.: Permitted Indebtedness Permitted Indebtedness
      pursuant to SECTION 8.05(C) (balances shown below are as of November 30,
      2001):

<TABLE>
<CAPTION>
DESCRIPTION                               BALANCE

<S>                                       <C>
David G. & Judith G. Scott                $    71,811.61
Note

Chevron                                   $    97,349.94
Supplier Note

Chrysler Credit Corporation               $     9,772.27
Capital Lease

CIT Equipment Financing                   $     2,412.65
Capital Lease

Naumann Hobbs                             $    11,131.71
(Capital Lease)                           --------------

                                          $   192,478.18
                                          ==============
</TABLE>

3.    Obligations of Giant Four Corners, Inc., under the Master Lease and Option
      Agreement executed pursuant to, and in the form attached as EXHIBIT B to,
      the Definitive Agreement dated April 18, 1997 by and between Giant Four
      Corners, Inc. as "Buyer" and Thriftway Marketing Corp. and Clayton
      Investment Company collectively as "Seller" and the Associated Purchase
      and Sale Agreements to such Definitive Agreement, not to exceed $7,102,832
      in the aggregate, such obligations to be guaranteed by Giant Industries
      Arizona, Inc.
<PAGE>
                                  SCHEDULE 8.08

                         CERTAIN CONTINGENT OBLIGATIONS

      This Schedule hereby incorporates by reference all Contingent Obligations
contained in Form 10-Q for the quarter ended September 30, 2001, Note 8
(Commitments and Contingencies), filed by the Company with the Securities and
Exchange Commission, except that the lawsuit by the State of New Mexico therein
described is no longer pending against the Company.

      In addition to those items disclosed above, the following is a list of
certain Contingent Obligations:

      Giant Industries, Inc., as Issuer, and all Subsidiaries, as Guarantors, of
the $100,000,000 9.75% Senior Subordinated Notes Due 2003, Indenture dated as of
November 29, 1993.

      Giant Industries, Inc., as Issuer and all Subsidiaries, as Guarantors of
the $150,000,000 9% Senior Subordinated Notes Due 2007, Indenture dated as of
August 26, 1997.
<PAGE>
                                 SCHEDULE 11.02

                     OFFSHORE AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES

GIANT INDUSTRIES, INC.

Giant Industries, Inc.
23733 North Scottsdale Road
Scottsdale, Arizona 85255-3465
Attention: President
Telephone: (602) 585-8888
Facsimile: (602) 585-8893

GUARANTORS

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

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

Administrative Agent's Payment office:

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

Bank of America, N.A.
901 Main Street
Dallas, Texas 75282--3714
Attention: Ben Cosgrove
Telephone: (214) 209-9254
Facsimile: (214) 209-9439
<PAGE>
BANK OF AMERICA, N.A.,
as Issuing Bank

Address for Notices:

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

With a copy to:

Bank of America, N.A.
Three Allen Center
333 Clay Street, Suite 4550
Attention: Claire Liu/Pamela Rodgers
Houston, Texas 77002-4103
Telephone: (713) 651-4855
Facsimile: (713) 651-4841

BANK OF AMERICA, N.A.,
as a Lender

Domestic and Eurodollar Lending Office:

Bank of America, N.A.
901 Main Street
Dallas, Texas 75282-3714
Attention: Ben Cosgrove
Telephone: (214) 209-9254
Facsimile: (214) 290-9439

Address for Notices (other than Borrowing
Notices and Notices of Conversion/
Continuation):

Bank of America, N.A.
Three Allen Center
333 Clay Street, Suite 4550
Houston, Texas 77002-4103
Attention: Claire Liu
Telephone: (713) 651-4855
Facsimile: (713) 651-4841
<PAGE>
UNION BANK OF CALIFORNIA, N.A.,
  as a Lender

Domestic and Eurodollar Lending Office:

Union Bank of California, N.A.
1980 Saturn St.
Monterey Park, CA 91754
Attention: Commercial Loan Operations
ABA # 122-000-496
Acct. # 070-196431
Ref.: Giant Industries

Address for Notices:

Energy Capital Services
500 North Akard
Dallas, Texas 75201
Dustin Gaspari
Telephone: (214) 922-4204
Facsimile: (214) 922-4209

BANK ONE, N.A.,
  as a Lender

Domestic and Eurodollar Lending Office:

Bank One, NA
201 N. Central, 9th Floor
Phoenix, AZ 85004
Attention: Gloria Thomas
Telephone: (602) 221-4751
Facsimile: (602) 221-1903

Address for Notices (other than Borrowing
Notices and Notices of Conversion/
Continuation):

Bank One, NA
201 N. Central, 21st Floor
Phoenix, AZ 85004
Attention: Stephen Luttrell, VP
Telephone: (602) 221-2394
Facsimile: (602) 221-1502
<PAGE>
COMERICA BANK-CALIFORNIA

Domestic and Eurodollar Lending Office:

Comerica Bank-California
400 E. Van Buren, Suite 900
Phoenix, Arizona 85004
Attention: Cathy Cota
Telephone: (602) 417-1120
Facsimile: (602) 261-7864
ABA # 121137522
Acct. # 48-21585-90010
Ref.: Giant Industries

With a copy to:

Comerica Bank-California
400 E. Van Buren, Suite 900
Phoenix, Arizona 85004
Attention: Cliff Payson
Telephone: (602) 417-1119
Facsimile: (602) 261-7881

Address for Notices (other than
Borrowing Notices and Notices of Conversion):

Comerica Bank-California
400 E. Van Buren, Suite 900
Phoenix, Arizona 85004
Attention: Cliff Payson
Telephone: (602) 417-1119
Facsimile: (602) 261-7881