<PAGE>
                                                                  Exhibit 2.3

                                                                  EXECUTION COPY

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

                            ASSET PURCHASE AGREEMENT

                                  By and Among

                       BP CORPORATION NORTH AMERICA INC.,

                         BP PRODUCTS NORTH AMERICA INC.,

                                       and

                             GIANT INDUSTRIES, INC.

                                   Dated as of

                                February 8, 2002

                                 Relating to the

                                Purchase and Sale

                   of the Yorktown Refinery and Related Assets

--------------------------------------------------------------------------------
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
<S>                                                                          <C>
1. PURCHASE AND SALE OF THE BUSINESS.......................................    1

2. EXCLUDED ASSETS.........................................................    3

3. DEPOSIT AND PURCHASE PRICE..............................................    6
      (a)   Deposit........................................................    6
      (b)   Purchase Price.................................................    7
      (c)   Closing Date Payments..........................................    8
      (d)   Post-Closing Adjustment........................................    8
      (e)   Margin Payment.................................................    8

4. ASSUMPTION OF LIABILITIES...............................................   10
      (a)   Assumed Liabilities............................................   10
      (b)   Excluded Liabilities...........................................   12

5. CLOSING.................................................................   13

6. SELLER'S REPRESENTATIONS AND WARRANTIES.................................   15
      (a)   Organization and Good Standing.................................   16
      (b)   Authority......................................................   16
      (c)   Consents.......................................................   16
      (d)   No Breach......................................................   16
      (e)   Real Property..................................................   17
      (f)   Brokers........................................................   17
      (g)   Machinery and Equipment........................................   18
      (h)   Compliance With Laws...........................................   18
      (i)   Permits........................................................   18
      (j)   Intellectual Property..........................................   18
      (k)   Actions and Proceedings........................................   18
      (l)   Collective Bargaining Agreements...............................   19
      (m)   Assets.........................................................   19
      (n)   Tangible Assets................................................   19

7. ENVIRONMENTAL MATTERS...................................................   19
      (a)   Environmental Representations and Warranties...................   19
      (b)   Limitation.....................................................   20

8. DISCLAIMERS.............................................................   20
</TABLE>


                                      -i-
<PAGE>
<TABLE>
<CAPTION>
                                                                             Page
<S>                                                                          <C>
9. BUYER'S REPRESENTATIONS AND WARRANTIES..................................   22
      (a)   Organization and Good Standing.................................   22
      (b)   Authority......................................................   22
      (c)   Consents.......................................................   22
      (d)   No Breach......................................................   22
      (e)   Litigation.....................................................   23
      (f)   Brokers........................................................   23
      (g)   Availability of Funds..........................................   23
      (h)   No Knowledge of Misrepresentations or Omissions................   23

10. COVENANTS..............................................................   23
      (a)   Covenants of Seller............................................   23
            (i)    Access and Information..................................   23
            (ii)   Conduct of Business.....................................   24
            (iii)  Schedules...............................................   24
            (iv)   Confidentiality.........................................   25
      (b)   Covenants of Buyer.............................................   25
            (i)     Confidentiality........................................   25
            (ii)   Notification............................................   26
            (iii)  Litigation..............................................   26
            (iv)   Title Policies..........................................   27
            (v)    Removal of Seller Marks.................................   27
            (vi)   Project Sunshine Consent Decree.........................   27
            (vii)  Novation Agreement......................................   28
            (viii) Conduct of Business.....................................   28
      (c)   Mutual Covenants...............................................   28
            (i)    H-S-R...................................................   28
            (ii)   Assignments.............................................   29
            (iii)  Transition Services Agreement...........................   31
            (iv)   Other Governmental Approvals............................   31
            (v)    Other Actions...........................................   31
            (vi)   Use of Certain Facilities...............................   31

11. EMPLOYEES..............................................................   32
      (a)   Employees......................................................   32
      (b)   Employment Offers to Active Non-Union Employees and to All
    Union Employees........................................................   32
      (c)   Employment Offers to Non-Union Employees on Leave..............   32
      (d)   Transfer Time..................................................   33
      (e)   Level of Employee Benefits Provided by Buyer...................   33
      (f)   Pension Plans..................................................   33
      (g)   Defined Contribution Plans.....................................   34
      (h)   Welfare Benefits and Other Benefits and Policies...............   34
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
                                                                             Page
<S>                                                                          <C>
      (i)   Vacation.......................................................   34
      (j)   Severance......................................................   34
      (k)   Buyer's Adoption of Collective Bargaining Agreement............   35
      (l)   WARN Act.......................................................   35
      (m)   Service Credit.................................................   35
      (n)   Benefits Miscellaneous.........................................   35

12. BUYER'S OBLIGATION TO CLOSE............................................   35
      (a)   Compliance with Agreement......................................   35
      (b)   Representations and Warranties.................................   36
      (c)   Litigation.....................................................   36
      (d)   Governmental Consents..........................................   36

13. SELLER'S OBLIGATION TO CLOSE...........................................   36
      (a)   Compliance with Agreement......................................   36
      (b)   Representations and Warranties.................................   36
      (c)   Litigation.....................................................   36
      (d)   Governmental Consents..........................................   37
      (e)   Right of First Refusal.........................................   37

14. FURTHER ASSURANCES.....................................................   37

15. INDEMNIFICATION........................................................   37
      (a)   Buyer's Indemnification of Seller..............................   37
      (b)   Seller's Indemnification of Buyer..............................   38
      (c)   Environmental Indemnifications.................................   39
      (d)   Exclusive Remedy...............................................   39
      (e)   Procedures Relating to Indemnification Among Buyer and Seller..   40
      (f)   Procedures Relating to Indemnification for Third Party Claims..   41
      (g)   Losses Net of Insurance and Taxes..............................   42
      (h)   Attorneys' Fees................................................   42
      (i)   Time Limitation................................................   42
      (j)   Monetary Limitation............................................   42
      (k)   Limitation of Liability........................................   43
      (l)   Environmental Remediation Monetary Limitation..................   43
      (m)   Mitigation.....................................................   43
      (n)   Losses.........................................................   43

16. TAXES..................................................................   43

17. RECORDS/LITIGATION ASSISTANCE..........................................   44
</TABLE>


                                      -iii-
<PAGE>
<TABLE>
<CAPTION>
                                                                             Page

<S>                                                                          <C>
18. TERMINATION RIGHTS.....................................................   45

19. SPECIFIC PERFORMANCE...................................................   46

20. NOTICES................................................................   46

21. GOVERNING LAW; SUBMISSION TO JURISDICTION..............................   47

22. PUBLICITY..............................................................   47

23. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES..................   48

24. ENTIRE AGREEMENT.......................................................   48

25. ASSIGNMENT.............................................................   48

26. AMENDMENT AND WAIVER...................................................   49

27. EXPENSES...............................................................   49

28. HEADINGS...............................................................   49

29. COUNTERPARTS...........................................................   49

30. INTERPRETATION.........................................................   50

31. NO STRICT CONSTRUCTION.................................................   50

32. SCHEDULES..............................................................   50

33. REPRESENTATION BY COUNSEL; INTERPRETATION..............................   51

34. SEVERABILITY...........................................................   51

35. BULK TRANSFER LAWS.....................................................   51

36. NO THIRD PARTY BENEFICIARIES...........................................   51

37. DEFINITION OF AFFILIATE................................................   51
</TABLE>


                                      -iv-
<PAGE>
                                    SCHEDULES

<TABLE>
<CAPTION>
        SCHEDULE                         DESCRIPTION
        --------                         -----------

<S>                      <C>
           1(a)          Major Refinery Equipment and Facilities

           1(b)          Refinery Real Property

         1(c)(ii)        Off-Site Storage Facilities

           1(f)          Contracts

           1(i)          Third-Party Process Technology Licenses

           2(c)          Excluded Assets Related to Support and Other
                         Services Provided to the Refinery by the BP Group

           2(o)          Other Excluded Assets

           2(p)          Excluded Contracts

           2(r)          Intercompany Agreements

           6(c)          Consents

           6(d)          No Breach

         6(e)(i)         Real Property Exceptions

           6(g)          Machinery and Equipment

           6(h)          Compliance

           6(i)          Permits

           6(k)          Actions and Proceedings

           6(l)          Collective Bargaining Agreements

           6(m)          Assets

           7(a)          Environmental Matters

        10(a)(ii)        Conduct of Business

        10(c)(vi)        Environmental Facilities

          11(a)          Employees

          11(k)          Letter of Understanding-Successorship
</TABLE>


                                       -v-
<PAGE>
                                     EXHIBITS


<TABLE>
<CAPTION>
         EXHIBIT                         DESCRIPTION
         -------                         -----------

<S>                      <C>
            A            Methodology For Valuing Inventories

            B            Form of Technology Transfer and License Agreement

            C            Form of Deeds for Real Property

            D            Form of Transition Services Agreement

            E            Novation Agreement

            F            Form of Project Sunshine Consent Decree Modification

           G-1           Natural Gas Liquids Supply Agreement

           G-2           Natural Gas Liquids Sales Agreement

           G-3           Petroleum Coke Marketing Services Agreement

           G-4           Term Petroleum Intermediates and Blendstocks Agreement

           G-5           Term Petroleum Crude Oil Agreement

           G-6           Term Petroleum Intermediates and Blackoils Agreement

           G-7           Term Petroleum Product Agreement

           G-8           Product Purchase Agreement

            H            Railcar Lease Agreement
</TABLE>


                                      -vi-
<PAGE>
                             INDEX TO DEFINED TERMS

<TABLE>
<CAPTION>
Term                                                                         Page
----                                                                         ----
<S>                                                                          <C>
Actual Gasoline Margin.....................................................    9
Actual Heating Oil Margin..................................................    9
affiliate .................................................................   51
Agreement .................................................................    1
Asbestos-Related Liabilities...............................................   11
Assumed Liabilities........................................................   10
Base Price ................................................................    7
BP ........................................................................    1
BP Group ..................................................................    3
BP Products ...............................................................    1
BP RAP ....................................................................   33
BP Severance Plan .........................................................   34
Business ..................................................................    1
Buyer .....................................................................    1
Buyer Indemnified Parties..................................................   38
Buyer Pension Plan.........................................................   33
CBA .......................................................................   35
CERCLA ....................................................................   12
Closing ...................................................................   13
Closing Date ..............................................................   14
Code ......................................................................   14
Confidentiality Agreement..................................................   23
Data ......................................................................   23
Deposit ...................................................................    6
Deposit Return Event.......................................................    6
Disclosed Environmental Liabilities........................................   11
Due Date ..................................................................    9
Employees .................................................................   32
Environmental Control Bonds................................................   31
Environmental Facilities...................................................   31
Environmental Permits......................................................    2
Excluded Assets ...........................................................    3
Excluded Liabilities.......................................................   12
First Threshold ...........................................................   43
Gasoline Margin Payment....................................................    8
H-S-R Act .................................................................   13
Health, Safety and Environmental Laws......................................   11
Heating Oil Margin Payment.................................................    8
</TABLE>


                                      -vii-
<PAGE>
<TABLE>
<CAPTION>
Term                                                                         Page
----                                                                         ----
<S>                                                                          <C>
Hydrocarbon Inventories....................................................    1
Indemnification Notice.....................................................   40
Indemnified Party..........................................................   40
Indemnifying Party.........................................................   40
Inventories ...............................................................    2
knowledge .................................................................   15
Leave .....................................................................   32
Losses ....................................................................   43
Margin Payment ............................................................    8
Margin Payment Period......................................................    8
Non-Hydrocarbon Inventories................................................    2
Non-Union Employees........................................................   32
Non-Union Transferred Employees............................................   32
Novation Agreement.........................................................   28
Offering Memorandum........................................................   21
Offsite Environmental Liabilities..........................................   13
ordinary course of business................................................    3
Permits ...................................................................    2
Permitted Liens ...........................................................   17
Person ....................................................................   16
Personal Property .........................................................    2
Project Sunshine Consent Decree............................................   11
Purchase Price ............................................................    7
Purchased Assets ..........................................................    1
Real Property .............................................................    1
Refinery ..................................................................    1
Remediation Losses.........................................................   38
Second Threshold ..........................................................   43
Seller ....................................................................    1
Seller Indemnified Parties.................................................   37
Seller Information.........................................................   26
Seller Vacation Policy.....................................................   34
Seller's knowledge.........................................................   15
Taxes .....................................................................    4
Technology Agreement.......................................................    2
Terminal Agreement.........................................................    7
Third Party Claim .........................................................   41
Threshold .................................................................   42
Transferred Employees......................................................   32
Transition Services Agreement..............................................   31
Union .....................................................................   32
Union Employees ...........................................................   32
Union Transferred Employees................................................   32
VEPCO .....................................................................    5
WARN Obligations ..........................................................   35
</TABLE>


                                     -viii-
<PAGE>
                            ASSET PURCHASE AGREEMENT

            This ASSET PURCHASE AGREEMENT for the purchase and sale of assets
("Agreement"), is made and entered into as of February 8, 2002, by and among BP
Corporation North America Inc., an Indiana corporation ("BP"), and BP Products
North America Inc., a Maryland corporation ("BP Products," and together with BP,
"Seller"), on the one hand, and Giant Industries, Inc., a Delaware corporation
("Buyer"), on the other hand.

                              W I T N E S S E T H:
                              --------------------

            WHEREAS, upon and subject to the terms and conditions of this
Agreement, Seller wishes to sell its petroleum refining assets located in the
vicinity of Yorktown, Virginia and related assets, as described below (the
"Business") and certain liabilities, each as further described in Sections 1 and
4, and Buyer wishes to purchase the Business and to assume certain liabilities
relating thereto, in each case upon the terms and subject to the conditions set
forth herein; and

            NOW, THEREFORE, in consideration of the mutual promises made herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby expressly acknowledged, and subject to the conditions
hereinafter set forth, the parties hereto agree as follows:

      1. PURCHASE AND SALE OF THE BUSINESS. Subject to the terms and conditions
of this Agreement (including the provisions of Section 10(c)(ii)), Seller agrees
to sell, assign, convey, transfer and deliver, or cause such sale, assignment,
conveyance, transfer and delivery by Seller's affiliates, to Buyer, as of the
Closing Date, and Buyer agrees to purchase and take assignment and delivery from
Seller as of the Closing Date, of all of Seller's rights, title and interest in
the following assets relating to the Business (the "Purchased Assets"):

            (a) the refinery and related equipment and facilities of Seller
      located in the vicinity of Yorktown, Virginia, including the process
      units, docks, storage tanks, control houses, office buildings, laboratory
      facilities, warehouses, boiler houses, power plants, waste water treatment
      facilities and other similar facilities of such refinery, major items of
      which are listed on Schedule 1(a) attached hereto (the "Refinery");

            (b) the real property on which the Refinery is situated, whether or
      not contiguous, owned by Seller and used in the operation of the Business
      as it is currently operated by Seller, in each case as more particularly
      described on Schedule 1(b) attached hereto, including (subject to Section
      2(h)) the improvements to such real property together with all
      appurtenances thereto and the fixtures thereon (the "Real Property");

            (c) the hydrocarbon inventories (the "Hydrocarbon Inventories") of
      the Business as of the Closing Date (which shall be measured and valued in
      accordance with Exhibit A attached hereto), including:
<PAGE>
                  (i) all crude oil inventories at, or in transit to, the
            Business where title has passed to Seller;

                  (ii) all crude oil inventories in the storage tanks at the
            Business, and in any off-site storage facilities described on
            Schedule 1(c)(ii) (it being expressly understood by the parties
            hereto that all such hydrocarbon inventories shall consist of the
            total contents thereof, regardless of whether above or below the
            off-take pipe, including bottom sediment and water);

                  (iii) all refined and intermediate product inventories at the
            Business; and

                  (iv) all additives at the Business;

      but in all cases excluding all finished and unfinished products which have
      left the Business and are en route to any customer (including the BP
      Group) where title has passed to the customer;

            (d) the non-hydrocarbon inventories of the Business as of the
      Closing Date consisting of (i) the chemicals and catalyst inventories
      located at the Business, (ii) the stores inventories, including
      maintenance and capital spares, joints, valves and parts located at the
      Business or in any off-site storage facility and (iii) any precious metals
      and other non-hydrocarbon inventories of the Business (collectively, the
      "Non-Hydrocarbon Inventories," and together with Hydrocarbon Inventories,
      the "Inventories");

            (e) the machinery (including machinery related to the utilities),
      vehicles and other personal property owned and used exclusively in the
      operation of the Business as it is currently operated by Seller
      (collectively, the "Personal Property");

            (f) subject to Section 10(c)(ii), all assignable or transferable
      rights and obligations of Seller under the supply, distribution, exchange,
      collective bargaining and other agreements, contracts, leases, licenses
      and similar instruments relating exclusively to the Business as it is
      currently operated by Seller, including those set forth on Schedule 1(f)
      attached hereto;

            (g) subject to Section 10(c)(ii), all assignable or transferable
      permits or licenses of Seller from any federal, state or local regulatory
      agencies which are necessary to and used exclusively in connection with
      the ownership and operation of the Business as it is currently operated by
      Seller (collectively, the "Permits"), including any approval,
      registration, authorization, certificate, certificate of occupancy,
      consent, exemption, license, order or permit or other similar
      authorization of or filing with any governmental authority required by
      applicable Health, Safety and Environmental Laws in effect on or prior to
      the Closing Date, as they are enforced with respect to the Business, for
      the ownership or operation of the Business as it is currently operated by
      Seller (collectively, the "Environmental Permits");

            (h) subject to and in accordance with the Technology Transfer and
      License Agreement attached hereto as Exhibit B (the "Technology
      Agreement"), a nonexclusive, royalty-free license


                                      -2-
<PAGE>
      to use in the operation of the Business as it is currently operated by
      Seller certain technology, software, know-how and proprietary information
      owned by Seller, BP p.l.c. and/or its other direct or indirect
      subsidiaries and its affiliates (together with Seller, the "BP Group"),
      whether patented or unpatented, as more specifically described in the
      Technology Agreement;

            (i) subject to Section 10(c)(ii) and subject to and in accordance
      with the Technology Agreement, Seller's assignable or transferable rights
      under the process technology licenses with third parties listed on
      Schedule 1(i) attached hereto, all as are necessary and used exclusively
      for the operation of the Business as it is currently operated by Seller;

            (j) subject to Section 2(e), all operating records and data in
      possession of Seller or any other member of the BP Group and relating
      exclusively to and necessary for the operation of the Business as it is
      currently operated by Seller, including all books, records, cost and
      pricing information, accounting records, supplier lists and records,
      training materials and equipment, training records, maintenance and
      inspection reports, equipment lists, repair notes and archives;

            (k) subject to Section 10(c)(ii) and in accordance with the
      Technology Agreement, all assignable or transferable technical drawings in
      possession of Seller located at the Business and relating exclusively to
      and necessary for the operation of the Business as it is currently
      operated by Seller; and

            (l) all other assignable or transferable assets, active or inactive,
      owned or leased by, or licensed to or used by Seller and located at the
      Business and used exclusively in the operation of the Business as it is
      currently operated by Seller;

      provided that the Purchased Assets shall not include the Excluded Assets.

            At any time and from time to time prior to the Closing, Seller shall
      have the right to update and supplement the description of the Purchased
      Assets (including the Schedules and Exhibits referred to above) to reflect
      changes, including additions and deletions, occurring in the ordinary
      course of business prior to the Closing. For purposes of this Agreement,
      the term "ordinary course of business" shall include all reasonably
      necessary actions taken in connection with, in contemplation of or in
      preparation for, the sale of the Business, the Closing and any other
      transaction contemplated by this Agreement so long as such actions do not
      have a material adverse effect on the Business, taken as a whole, as it is
      currently operated by Seller or the Purchased Assets, taken as a whole.

      2. EXCLUDED ASSETS. The Purchased Assets shall not include any assets
other than those specifically described in Section 1 above, and, without
limiting the generality of the foregoing, Seller (or, as applicable, other
members of the BP Group) shall retain and not sell, convey, transfer or deliver
to Buyer, and Buyer shall not purchase or have any rights in, the following
assets, each of which is specifically excluded from the Purchased Assets being
sold hereunder (collectively, the "Excluded Assets"):


                                      -3-
<PAGE>
            (a) cash and cash equivalents (including marketable securities and
      short-term investments);

            (b) accounts and notes receivable and exchange balances due from a
      third party as of 12:01 a.m., Central Time, on the Closing Date, including
      payments for all finished and unfinished products which have left the
      Business and are en route to any customer (including members of the BP
      Group) prior to the Closing Date where title has passed to the customer,
      provided that all accounts receivable with respect to any Inventories
      included or to be included in the Purchased Assets shall not be Excluded
      Assets;

            (c) assets owned by other members of the BP Group not used
      exclusively by Seller in the operation of the Business or not located at
      the Business, including employee and other records (including employee
      personnel and medical records) necessary to administer salaried payrolls
      and benefits and welfare plans retained by Seller or other members of the
      BP Group and to file tax returns, assets related to certain support
      services provided by the BP Group to the Business including those
      described on Schedule 2(c) attached hereto and certain other specified
      assets not located at the Business as described on Schedule 2(c) attached
      hereto;

            (d) tax refunds arising out of all taxes, charges, fees, imposts,
      duties, levies, withholdings or other assessments imposed by any
      governmental entity, including environmental taxes, excise taxes, customs,
      duties, utility, property, income, sales, use, value added, transfer and
      fuel taxes, and any interest, fines, penalties or additions to tax
      attributable to or imposed on or with respect to any such assessment,
      including all applicable income, sales, use, excise, business, occupation
      or other tax, if any, relating in any way to this Agreement or any other
      service, supply or operating agreement (collectively, "Taxes") relating to
      the Purchased Assets accruing to or for any period, or portion thereof,
      ending prior to or on the Closing Date;

            (e) all forecasts, financial information or financial statements and
      proprietary manuals (except rights to use manuals specific to and
      necessary for the operation of the Business as it is currently operated by
      Seller (as determined by Seller in its reasonable discretion)) prepared by
      or used by Seller or another member of the BP Group to the extent not
      relating exclusively to the Business and all copies of and subscriptions
      to third-party reports;

            (f) except as otherwise expressly provided in the Technology
      Agreement, all proprietary BP Group computer systems and software;

            (g) defenses and claims that Seller could assert against third
      parties, other than claims which Seller could assert on account of matters
      or acts as to which Buyer has agreed to assume liability or as to matters
      to the extent Buyer is entitled to be indemnified by Seller pursuant to
      this Agreement;

            (h) any assets, property improvements, appurtenances, fixtures,
      equipment or goods located at the Business which are not owned by Seller,
      including spare parts on consignment, certain chemicals on consignment,
      leased nitrogen units, transformers, wires, pipes and equipment


                                      -4-
<PAGE>
      owned by Virginia Electric and Power Company ("VEPCO"), city water mains
      and other equipment, leased and rented mobile equipment, leased office
      equipment, copiers, telephones and other leased items;

            (i) to the extent not otherwise excluded, proprietary information,
      intellectual property (including patents, inventions and trade secrets (in
      each case, whether patentable or not) and copyrights) and technology of
      Seller and other members of the BP Group not used exclusively in the
      operation of the Business as it is currently operated by Seller or not
      otherwise assignable by Seller;

            (j) all service marks, trademarks, trade names, trade dress or other
      indicia of origin of Seller and other members of the BP Group and variants
      thereof, including the following: the words "Amoco" and "Standard," any
      items that include the words "Amoco" or "Standard," the BP Group torch and
      oval design, the letters "BP," any items that include the word "BP," the
      phrase "BP Oil," the BP Group shield or the BP Group Helios logo and/or
      variants thereof;

            (k) all books, documents, records and files prepared in connection
      with or relating in any way to the transactions contemplated by this
      Agreement, including bids received from other parties and analyses
      relating in any way to the Purchased Assets, the Assumed Liabilities and
      the Refinery;

            (l) all rights of Seller and other members of the BP Group under or
      pursuant to this Agreement and the other agreements and transactions
      contemplated hereby;

            (m) any assets, properties and rights of Seller and/or other members
      of the BP Group not used exclusively in the operation of the Business as
      it is currently operated by Seller;

            (n) employment records, including personnel records and medical
      records, relating to employees of the Business, and subject to Section 11,
      all rights of Seller and other members of the BP Group and any assets
      under employee benefit plans or trusts;

            (o) the assets, property and property improvements, appurtenances,
      fixtures, equipment, goods and rights listed on Schedule 2(o) attached
      hereto;

            (p) the rights and obligations of Seller and other members of the BP
      Group under any agreements, contracts, leases, licenses and similar
      instruments that do not relate exclusively to the Refinery or are not
      assignable by Seller, including those set forth on Schedule 2(p) attached
      hereto;

            (q) any rights under or amounts payable from present or former
      insurance policies applicable to the Business; and

            (r) all arrangements, contracts, agreements, understandings or
      commitments, whether written or oral by and among members of the BP Group,
      other than those listed on Schedule 2(r)


                                      -5-
<PAGE>
      attached hereto (it being understood that all such arrangements,
      contracts, agreements, understandings or commitments will be terminated on
      or prior to Closing).

      To the extent that any Excluded Assets remain located at the Business or
      any other owned or leased real property constituting part of the Purchased
      Assets after the Closing Date, Buyer shall grant to Seller and other
      members of the BP Group and their respective representatives reasonable
      access to such property from and after the Closing Date for a reasonable
      period of time not to exceed 180 days in order to permit Seller and such
      persons to review and remove such Excluded Assets and make any other
      appropriate arrangements with respect thereto. Seller agrees that it will
      consult with Buyer in advance of taking any such actions following the
      Closing Date with a view towards establishing a mutually agreeable plan
      for such review and removal so that these actions will not unreasonably
      interfere with the normal operation of the Business.

      3. DEPOSIT AND PURCHASE PRICE.

            (a) Deposit. On the date hereof, Buyer shall pay to Seller (or
      Seller's designee) in immediately available funds, by wire transfer to an
      account designated by Seller, a non-refundable deposit against the
      Purchase Price of certain of the Purchased Assets (excluding the Real
      Property) in the amount of Ten Million Dollars ($10,000,000.00) (the
      "Deposit"). The Deposit shall be non-refundable in that it shall not be
      returned to Buyer under any circumstances, unless this Agreement shall be
      terminated by Buyer or by Seller, the Closing shall not have occurred and
      a Deposit Return Event has occurred in which event Seller shall transfer
      to Buyer, in immediately available funds by wire transfer to an account
      designated by Buyer, a cash amount equal to the Deposit plus interest
      thereon from the date on which the Deposit was received by Seller through
      and including the date on which such payment is made at a rate of 4% per
      annum. As used herein, the term "Deposit Return Event" means the
      occurrence of any of the following:

                  (i) between the date hereof and the Closing Date, there shall
            have occurred any damage, destruction or other casualty losses with
            respect to the Purchased Assets that (A) cause the Purchased Assets
            to become unusable or inoperable and not capable of repair for a
            period of at least ninety (90) days or (B) individually or in the
            aggregate, have an estimated cost (as determined by Seller in good
            faith) to repair or replace of more than Fifty Million Dollars
            ($50,000,000.00), that has not been substantially repaired or
            rectified by Seller by the later of the Closing Date or within
            ninety (90) days after Seller becomes aware of the existence of such
            matter (provided, for the avoidance of doubt, that if Seller elects
            to repair or rectify any such damage, destruction or other casualty
            losses, Seller shall bear the cost of any such repair or
            replacement);

                  (ii) each of Buyer and Seller mutually agree that the closing
            condition set forth in Sections 12(d) and 13(d) has become incapable
            of fulfillment and each of Buyer and Seller have complied with the
            obligations of Section 10(c)(i);

                  (iii) this Agreement is terminated pursuant to Section
            18(a)(i);


                                      -6-
<PAGE>
                  (iv) this Agreement is terminated by Buyer pursuant to Section
            18(a)(ii) (other than pursuant to Section 12(d) which is covered
            under Section 3(a)(ii) above); provided, however, that at the time
            of such termination, Buyer is not in material breach of its
            representations, warranties, covenants or agreements contained in
            this Agreement;

                  (v) this Agreement is terminated by Seller pursuant to Section
            18(a)(iv); provided, however, that at the time of such termination,
            Buyer is not in material breach of its representations, warranties,
            covenants or agreements contained in this Agreement;

                  (vi) this Agreement is terminated by Buyer pursuant to Section
            18(a)(vi); provided, however, that at the time of such termination,
            Buyer is not in material breach of its representations, warranties,
            covenants or agreements contained in this Agreement; or

                  (vii) this Agreement is terminated as a result of a
            consummation of the sale of the Refinery in accordance with the
            exercise of rights under that certain Terminal Agreement, dated
            February 28, 1986, among Amoco Oil Company, VEPCO and Waterview
            Seafood Company (the "Terminal Agreement").

            (b) Purchase Price. In consideration for the Purchased Assets, Buyer
      shall pay, transfer and undertake to Seller as follows (collectively, the
      "Purchase Price"):

                  (i) Buyer shall pay to Seller (or Seller's designee) in cash:

                        (A)   a base price of One Hundred Twenty Seven Million
                              Five Hundred Thousand Dollars ($127,500,000.00),
                              representing the value of the Purchased Assets
                              (excluding the value of the Hydrocarbon
                              Inventories) as of the Closing Date (the "Base
                              Price"); plus

                        (B)   an amount equal to the estimated market value of
                              the Hydrocarbon Inventories, as of the Closing
                              Date, as determined by Seller in accordance with
                              Exhibit A attached hereto;

                  (ii) Buyer shall pay to Seller (or Seller's designee) the
            Margin Payments, as described in Section 3(e) below; and

                  (iii) Buyer shall assume and agree to pay and perform and
            discharge when due the Assumed Liabilities.

            For purposes of determining the market value of the Hydrocarbon
      Inventories, all Hydrocarbon Inventories which are located in storage
      tanks shall be valued as specified on Exhibit A based on the total
      contents thereof, regardless of whether above or below the off-take pipe,
      excluding only the bottom sediment and water (it being expressly
      understood by the parties hereto,


                                      -7-
<PAGE>
      however, that such bottom sediment and water shall constitute part of the
      Purchased Assets to be transferred to Buyer).

            (c) Closing Date Payments. On the Closing Date, Buyer shall pay to
      Seller (or Seller's designee), in immediately available funds by wire
      transfer to an account designated by Seller, the total of (i) the amount
      equal to the Base Price plus (ii) the amount specified by Section
      3(b)(i)(B) above, minus (iii) an amount equal to the Deposit specified in
      Section 3(a) above (which amount shall already have been paid by Buyer to
      Seller upon the execution of this Agreement) plus interest thereon from
      the date on which the deposit was received by Seller through and including
      the Closing Date at a rate of 4% per annum.

            (d) Post-Closing Adjustment. The Purchase Price shall be subject to
      adjustment based on the final market value of the Hydrocarbon Inventories
      as described in this Section 3(d). Within thirty (30) days following the
      Closing Date, the final market value of the Hydrocarbon Inventories as of
      the Closing Date shall be determined by Seller and Buyer in accordance
      with procedures specified in Exhibit A. If the final market value of the
      Hydrocarbon Inventories is greater than the estimated market value of the
      Hydrocarbon Inventories referenced in Section 3(b) above, Buyer shall pay
      to Seller an amount equal to such difference, and if the final market
      value of the Hydrocarbon Inventories is less than such estimated market
      value of the Inventories, Seller shall pay to Buyer an amount equal to
      such difference. In either case, such payment shall include interest from
      the Closing Date through and including the date the payment is made at a
      rate of 4% per annum, and such payment shall be made in immediately
      available funds within five (5) business days after the determination of
      the final market value of the Hydrocarbon Inventories.

            (e) Margin Payment. For the period commencing January 1, 2003
      through and including December 31, 2005 (except as set forth otherwise
      herein) (the "Margin Payment Period"), Buyer shall pay to Seller (or
      Seller's designee) on a monthly basis in immediately available funds, by
      wire transfer to an account designated by Seller, an amount (each such
      amount, a "Margin Payment") equal to (I) the Gasoline Margin Payment for
      such month, plus (II) the Heating Oil Margin Payment for such month, plus
      (III) any portion of any previous Margin Payment (including any interest
      accrued thereon) that remains unpaid; provided, however, that Buyer's
      total Margin Payments under this Agreement shall not exceed Twenty Five
      Million Dollars ($25,000,000) (excluding interest paid, if any, by Buyer
      to Seller as a result of Buyer's failure to make payment when due on any
      Margin Payment), and the Margin Payment Period shall expire upon Buyer's
      payment of such amount. Buyer's obligation to pay each Margin Payment when
      due shall not be conditioned upon or related in any way to the performance
      of the Business or any other businesses of the Buyer, Buyer's operation
      thereof, the condition of the Purchased Assets or Buyer's ownership of the
      Purchased Assets.

                  (i) For purposes of this Section 3(e), the "Gasoline Margin
            Payment" in any month shall equal an amount determined by
            multiplying (x) 10,000 by (y) the amount by which the Actual
            Gasoline Margin exceeds $5.500 per barrel by (z) the number of days
            in the month. For purposes of this Section 3(e), the "Heating Oil
            Margin Payment" in any given month shall equal an amount determined
            by multiplying (x) 10,000 by (y) the


                                      -8-
<PAGE>
            amount by which the Actual Heating Oil Margin exceeds $4.000 per
            barrel by (z) the number of days in the month.

                  (ii) For purposes of this Section 3(e), the "Actual Gasoline
            Margin" shall be an amount equal to (a) the average amount per
            barrel of the near month unleaded gasoline contract quoted on the
            New York Mercantile Exchange for each day of the month on which such
            contract is quoted, measured at settlement less (b) the average
            amount per barrel of the near month light sweet crude oil contract
            quoted on the New York Mercantile Exchange for each day of the month
            on which such contract is quoted, measured at settlement. For
            purposes of this Section 3(e), the "Actual Heating Oil Margin" shall
            be an amount equal to (a) the average amount per barrel of the near
            month heating oil contract quoted on the New York Mercantile
            Exchange for each day of the month on which such contract is quoted,
            measured at settlement, less (b) the average amount per barrel of
            the near month light sweet crude oil contract quoted on the New York
            Mercantile Exchange for each day of the month on which such contract
            is quoted, measured at settlement.

                  (iii) Each Margin Payment shall be paid no later than the
            fifth day on which banks located in New York, NY conduct business of
            the month immediately succeeding the month for which such Margin
            Payment is calculated (each such date, a "Due Date"). In the event
            that Buyer fails to pay any Margin Payment by the corresponding Due
            Date, such Margin Payment shall accrue interest at an annual rate
            equal to the lower of (i) the rate appearing on page 3750 of the
            Telerate Service (or on any successor or substitute page of such
            service, or any successor to or substitute for such services,
            providing rate quotations comparable to those currently provided on
            such page of such service for purposes of providing quotations of
            interest rates applicable to dollar deposits in the London interbank
            market)("LIBOR") (calculated at the end of the day on the Due Date,
            as adjusted at the end of each subsequent Due Date while any Margin
            Payment and corresponding interest remains outstanding) plus five
            percent (5%) or (ii) the highest interest rate allowable by law. All
            amounts of any Margin Payment (including any interest accrued
            thereon) that remain unpaid as of the Due Date of the immediately
            succeeding month shall become part of the succeeding Margin Payment
            in the manner set forth in Section 3(e) above.

                  (iv) Upon Buyer's failure to make three (3) successive Margin
            Payments on or prior to the Due Date as provided in this Section
            3(e), Buyer shall immediately pay to Seller (a) Twenty Five Million
            Dollars ($25,000,000) less (b) the sum of all Margin Payments
            previously made by Buyer under this Agreement (excluding interest
            paid, if any, by Buyer to Seller, or outstanding, as a result of
            Buyer's failure to make payment when due on any Margin Payment).

                  (v) Notwithstanding any of the provisions in this Section
            3(e), at any time during the life of this Agreement Buyer may
            discharge all of its obligations relating to such Margin Payments
            and shall not be subject to any further requirement to make any
            Margin Payments (other than the payment of interest, if any,
            accruing as a result of a failure to


                                      -9-
<PAGE>
            make any Margin Payment as described in Section 3(e)(iii) above) and
            the Margin Payment Period shall expire if (i) Buyer provides written
            notice to Seller (or Seller's designee) of its intent to make a
            payment under this Section 3(e)(v) at least ninety (90) days prior
            to any such payment, and (ii) Buyer pays to Seller (or Seller's
            designee) an amount in cash equal to (i) Twenty Five Million Dollars
            ($25,000,000) less (ii) the sum of all Margin Payments previously
            made by Buyer under this Agreement (excluding interest paid, if any,
            by Buyer to Seller, or outstanding, as a result of Buyer's failure
            to make payment when due on any Margin Payment).

      4. ASSUMPTION OF LIABILITIES.

            (a) Assumed Liabilities. As of the Closing Date, Buyer shall,
      without any further action on the part of Buyer or Seller, assume and
      agree to pay, perform and discharge, and indemnify, defend and hold Seller
      and the other members of the BP Group harmless from, each of the following
      liabilities (collectively, the "Assumed Liabilities") (provided that the
      Assumed Liabilities shall not include the Excluded Liabilities):

                  (i) all obligations, responsibilities, liabilities, costs and
            expenses of whatever kind and nature, primary or secondary, direct
            or indirect, absolute or contingent, whether based in common law or
            statute or arising under written contract or otherwise, known or
            unknown, liquidated or unliquidated, real or potential, tangible or
            intangible, whether or not accrued, caused by, arising out of,
            incurred in connection with or relating in any way to the ownership
            of the Purchased Assets or the operation of the Business now
            existing or arising at any time prior to, on or after the Closing
            Date as heretofore, currently or hereafter conducted. Without
            limiting the generality of the foregoing, the Assumed Liabilities
            shall include all obligations, responsibilities, liabilities, costs
            and expenses of Seller and/or any other member of the BP Group
            caused by, arising out of, incurred in connection with or relating
            in any way to any of the following, prior to, on or after the
            Closing Date:

                        (A)   the Business (including the Refinery, the Real
                              Property, the Inventories and the Personal
                              Property);

                        (B)   all of the agreements, contracts, collective
                              bargaining agreements, leases, permits or similar
                              instruments, including easements, rights-of-way
                              and other rights of access, constituting part of
                              the Purchased Assets;

                        (C)   the Permits;

                        (D)   except with respect to Hydrocarbon Inventories,
                              all accounts payable and accrued liabilities
                              relating to goods and/or services provided to the
                              Business on or after the Closing Date;


                                      -10-
<PAGE>
                        (E)   the Transferred Employees to the extent provided
                              in Section 11; and

                        (F)   all actions, grievances, arbitrations, suits,
                              liabilities, obligations, proceedings and
                              investigations of, relating to or arising out of
                              the Business or operations of the Business or any
                              of the Purchased Assets, including those asserted
                              under, relating to, arising out of or incurred in
                              connection with Health, Safety and Environmental
                              Laws; and

                  (ii) subject to any rights to indemnification Buyer may have
            pursuant to Section 15, all obligations, responsibilities,
            liabilities, costs and expenses caused by, arising from, incurred in
            connection with or relating in any way to the ownership of the
            Purchased Assets or the operation of the Business under, relating to
            or otherwise required or incurred to achieve or maintain compliance
            with Health, Safety and Environmental Laws, as the same are in
            effect from time to time, irrespective of whether the events or
            conditions giving rise to such liabilities occurred prior to, on or
            after the Closing Date, including (A) any and all obligations,
            responsibilities, liabilities, costs and expenses caused by, arising
            from, incurred in connection with or relating in any way to the
            existence of asbestos and lead-based paint at, on or within the
            Business or the Purchased Assets, including any incidental
            contamination resulting therefrom (collectively, the
            "Asbestos-Related Liabilities"), (B) any and all obligations,
            responsibilities, liabilities, compliance costs and expenses
            (whether presently realized or projected) caused by, arising from,
            incurred in connection with or otherwise relating in any way to the
            matters disclosed in that certain URS report dated March 23, 2001, a
            copy of which previously has been provided to Buyer, the
            Confidential Information Memorandum or in any of the health, safety
            and environmental records or reports of the Business previously
            provided to Buyer (collectively, the "Disclosed Environmental
            Liabilities"), (C) any and all obligations, responsibilities,
            liabilities, compliance costs and expenses relating to governmental
            requirements including mandated clean-up, and (D) any and all
            obligations, responsibilities, liabilities, compliance costs and
            expenses incurred in connection with, arising as a result of or
            otherwise required to comply with those terms and conditions of the
            Project Sunshine Consent Decree. As used in this Agreement, "Project
            Sunshine Consent Decree" means that certain consent decree among the
            United States of America (including certain intervening state and
            local governments), BP Exploration and Oil Co., Amoco Oil Company
            and Atlantic Richfield Company, in Civil No. 2:96CV095 RL (N.D. IN),
            as the same may be amended, supplemented or revised from time to
            time.

                  As used in this Agreement, "Health, Safety and Environmental
            Laws" means any and all past, present or future local, state, and
            federal laws, principles of common law, statutes, ordinances,
            regulations, rules, orders, permits, standards or requirements
            (including consent decrees, judicial decisions, judgments,
            injunctions and administrative orders issued or approved
            thereunder), together with all related amendments and implementing
            regulations and all common law, pertaining to or regulating
            pollution,


                                      -11-
<PAGE>
            environmental protection, health and safety of persons, pipeline
            safety, natural resource damages, conservation of resources,
            wildlife, waste management, the use, storage, generation,
            production, treatment, emission, discharge, remediation, removal,
            disposal or transport or any other activity related to a toxic or
            hazardous substance, waste or material (including crude petroleum
            and its fractions or derivatives thereof), or any other
            environmental matter, including: the Comprehensive Environmental
            Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
            Section 9601 et. seq.; the Resource Conservation and Recovery Act,
            as amended, 42 U.S.C. Section 6901 et. seq.; the Toxic Substances
            Control Act, as amended, 15 U.S.C. Section 2601 et. seq.; the Clean
            Air Act, as amended, 42 U.S.C. Section 7401 et. seq.; the Federal
            Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et.
            seq.; the Safe Drinking Water Act of 1974, as amended, 42 U.S.C.
            Section 3009(f) et. seq.; the Emergency Planning and Community
            Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et. seq.; the
            Occupational Safety and Health Act of 1970, as amended, 29 U.S.C.
            Section 651 et. seq.; and the Hazardous Liquid Pipeline Safety Act,
            as amended, 49 U.S.C. Section 60101 et. seq.

                  Buyer's obligations under this Section 4(a) shall not be
      subject to offset or reduction by reason of any actual or alleged breach
      by Seller of any representation, warranty or covenant contained in this
      Agreement or any agreement or document delivered in connection herewith or
      any right or alleged right to indemnification hereunder.

            (b) Excluded Liabilities. The liabilities and obligations of Seller
      and other members of the BP Group transferred to Buyer shall not include
      the following (collectively, the "Excluded Liabilities"):

                  (i) any liability or obligation for Taxes (including
            deficiencies, interest and penalties relating thereto) accruing to
            or for any period ending on or prior to the Closing Date, except to
            the extent provided otherwise in Section 16;

                  (ii) any liability or obligation for any expenses incurred in
            connection with the transactions contemplated by this Agreement;

                  (iii) any brokerage or finder's fees payable by Seller or any
            other member of the BP Group in connection with the transactions
            contemplated by this Agreement;

                  (iv) any liability or obligation accruing prior to the Closing
            Date for real property taxes and charges as prorated in accordance
            with Section 16(b);

                  (v) any liability or obligation with respect to any accounts
            payable and exchange balances owed to a third party, in each case,
            determined in accordance with generally accepted accounting
            principles as in effect in the United States at the Closing Date
            (notwithstanding anything to the contrary contained in this
            Agreement, all accounts payable with respect to any Inventories
            shall be Excluded Liabilities);


                                      -12-
<PAGE>
                  (vi) any liability or obligation in respect of indebtedness
            for borrowed money, including the Environmental Control Bonds;

                  (vii) except as otherwise provided in this Agreement, any
            liabilities or obligations relating to litigation commenced or
            threatened as of the Closing Date against Seller or any other member
            of the BP Group to the extent attributable solely to periods ending
            prior to the Closing Date, including those set forth on Schedule
            6(k) attached hereto; provided, that Buyer shall provide Seller with
            reasonable access to (and permission to take copies of) all records
            and reasonable access to all relevant personnel of the Business in
            connection with the defense of any such claims in accordance with
            the provisions of Section 17 hereof;

                  (viii) to the extent attributable solely to periods ending
            prior to the Closing Date, all liabilities or obligations with
            respect to third party personal injury or wrongful death claims,
            including those arising under Health, Safety and Environmental Laws,
            relating to the pre-Closing operation of the Business; provided that
            (i) this clause shall not be deemed to include any liability or
            obligation for property damage and (ii) Buyer shall provide Seller
            with reasonable access to (and permission to take copies of) all
            records and reasonable access to all relevant personnel of the
            Business in connection with the defense of any such claims in
            accordance with the provisions of Section 17 hereof;

                  (ix) all liabilities or obligations relating to any violations
            by Seller or other members of the BP Group of antitrust laws prior
            to the Closing Date;

                  (x) all liabilities or obligations arising under Health,
            Safety and Environmental Laws with respect to the disposal prior to
            the Closing Date by Seller or any member of the BP Group (or by a
            third-party at the express direction of Seller of any member of the
            BP Group) at any location other than the Purchased Assets of
            hazardous materials generated as a result of or in connection with
            the operation of the Business (the "Offsite Environmental
            Liabilities");

                  (xi) any responsibility for the payment of any criminal
            sanctions or civil fines or penalties imposed by a regulatory agency
            of any federal, state or local government against Seller or other
            members of the BP Group imposed at any time arising from the
            operation of the Purchased Assets prior to the Closing Date;
            provided that Buyer shall provide Seller with reasonable access to
            (and permission to take copies of) all records and reasonable access
            to all relevant personnel of the Business in connection with the
            defense of any such claims in accordance with Section 17 hereof; and

                  (xii) any liability or obligation related to an Excluded
            Asset.


                                      -13-
<PAGE>
      5. CLOSING.

            (a) Subject to the parties' satisfaction or waiver of the conditions
      precedent set forth in Sections 12 and 13, the closing and consummation of
      the transactions contemplated by this Agreement (the "Closing") shall take
      place at 10:00 a.m., Central Time, at the offices of Kirkland & Ellis at
      200 East Randolph Drive, Chicago, Illinois, on a business day which is not
      later than the later of (i) five (5) business days after the expiration of
      the waiting period, or any extension thereof (without challenge), provided
      for in the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended
      (the "H-S-R Act"), if a filing is required, or (ii) any later date on or
      prior to May 31, 2002 as the parties may otherwise agree. The date of the
      Closing is referred to herein as the "Closing Date."

            (b) On the Closing Date, Seller shall deliver to Buyer the
      following:

                  (i) duly-executed limited or special warranty deeds for the
            Real Property, substantially in the form of Exhibit C attached
            hereto, conveying fee simple title to such Real Property subject to
            the Permitted Liens;

                  (ii) appropriately executed instruments of sale, assignment,
            transfer and conveyance evidencing and effecting the sale and
            transfer to Buyer of the Purchased Assets (it being expressly
            understood by the parties hereto, however, that such instruments
            shall not require Seller or any other Person to make any additional
            representations, warranties or covenants, express or implied, not
            contained in this Agreement);

                  (iii) a certified copy of the resolution(s) adopted by the
            Board of Directors of Seller authorizing the transactions
            contemplated by this Agreement and authorizing specified individuals
            to act on behalf of Seller in connection therewith;

                  (iv) an incumbency certificate, duly executed by an authorized
            officer of Seller attesting to the due appointment and authorization
            of individuals signing this Agreement on behalf of Seller, any
            agreement contemplated hereby or any agreement related to the
            transactions contemplated hereby;

                  (v) a current certificate of BP's good standing in Indiana and
            BP Products' good standing in Maryland and BP's and BP Products'
            qualification to do business and good standing in Virginia; and

                  (vi) the affidavit referred to in Section 1445(b)(2) of the
            Internal Revenue Code of 1986, as amended, (the "Code") in customary
            form.

            (c) On the Closing Date, Buyer shall deliver to Seller the
      following:

                  (i) the payments specified in Section 3(c) hereof;


                                      -14-
<PAGE>
                  (ii) instruments of assumption evidencing and effecting the
            assumption by Buyer of the Assumed Liabilities and such other
            documents as are required by this Agreement;

                  (iii) a certified copy of the resolutions adopted by the
            Boards of Directors of Buyer, authorizing the transactions
            contemplated by this Agreement and authorizing specified individuals
            to act on behalf of Buyer herewith;

                  (iv) an incumbency certificate, duly executed by authorized
            officers of Buyer attesting to the due appointment and authorization
            of individuals signing this Agreement on behalf of Buyer, any
            agreement contemplated hereby or any agreement related to the
            transactions contemplated hereby;

                  (v) current certificates of Buyer's good standing in the state
            of its incorporation and the Buyer's qualification to do business
            and good standing in Virginia;

                  (vi) a modification to the Project Sunshine Consent Decree, in
            a form satisfactory to Seller and the United States of America and
            substantially similar to Exhibit F attached hereto, duly executed by
            an authorized officer of Buyer (provided that such modification
            shall be for the purpose of making Buyer a party thereto and shall
            not result in any substantive changes in the obligations that Buyer
            is assuming as compared to the obligations contained in the Project
            Sunshine Consent Decree relating to the Purchased Assets as of the
            Closing Date);

                  (vii) evidence, in a form satisfactory to Seller, of Buyer's
            acceptance of the CBA (as defined in Section 11(k)); and

                  (viii) the Novation Agreement substantially in the form of
            Exhibit E.

            (d) On the Closing Date, Buyer and Seller shall each deliver duly
      executed counterparts by the appropriate parties of the following:

                  (i) the Technology Agreement substantially in the form of
            Exhibit B;

                  (ii) subject to Section 10(c)(iii), the Transition Services
            Agreement substantially in the form of Exhibit D attached hereto;

                  (iii) the Natural Gas Liquids Supply Agreement substantially
            in the form of Exhibit G-1;

                  (iv) the Natural Gas Liquids Sales Agreement substantially in
            the form of Exhibit G-2;


                                      -15-
<PAGE>
                  (v) the Petroleum Coke Marketing Services Agreement
            substantially in the form of Exhibit G-3;

                  (vi) the Term Petroleum Intermediates and Blendstocks
            Agreement substantially in the form of Exhibit G-4;

                  (vii) the Term Petroleum Crude Oil Agreement substantially in
            the form of Exhibit G-5;

                  (viii) the Term Petroleum Intermediates and Blackoils
            Agreement substantially in the form of Exhibit G-6;

                  (ix) the Term Petroleum Product Agreement substantially in the
            form of Exhibit G-7;

                  (x) the Product Purchase Agreement substantially in the form
            of Exhibit G-8; and

                  (xi) the Railcar Lease Agreement substantially in the form of
            Exhibit H.

            (e) All of the transactions identified in this Section 5 shall occur
      simultaneously, and none shall be deemed completed until all are
      completed. Unless otherwise expressly provided for herein, all transfers
      of assets and liabilities, as well as all other actions related to the
      Closing, shall be deemed to have occurred at 12:01 a.m., Central Time, on
      the Closing Date.

      6. SELLER'S REPRESENTATIONS AND WARRANTIES. Subject to the exceptions,
disclaimers and other matters set forth in this Section 6 and in Section 8
below, the matters set forth on the Schedules to this Agreement and any other
written disclosures made to Buyer at any time prior to the Closing Date, Seller
hereby represents and warrants to Buyer as of the date of this Agreement and as
of the Closing Date (except with respect to those representations and warranties
that speak as to a particular date or time, which need only be true and correct
as of such date or time) as set forth below. For purposes of this Agreement,
"knowledge," when used in the phrase "Seller's knowledge" in this Agreement
means, and shall be limited to, the actual knowledge (without independent
investigation) of the manager of the Refinery and the individuals acting as his
or her direct reports as of the date of this Agreement. Buyer understands that
none of such individuals is making any representations or warranties to Buyer
and that such individuals shall have no liability to Buyer in connection with
the matters covered in this Section 6.

            (a) Organization and Good Standing. BP is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of Indiana. BP Products is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Maryland.

            (b) Authority. Seller has the corporate power and authority to enter
      into this Agreement and the transactions contemplated hereby and to carry
      out its obligations hereunder. The execution, delivery and performance of
      this Agreement and the transactions contemplated hereby have been duly
      authorized and this Agreement has been duly executed and delivered by


                                      -16-
<PAGE>
      Seller and constitutes a valid and binding agreement of Seller enforceable
      against Seller in accordance with its terms, except as such enforceability
      is limited by general principles of equity and applicable provisions of
      bankruptcy, insolvency, moratorium, reorganization or similar laws.

            (c) Consents. Other than with respect to (i) the H-S-R Act, (ii)
      obtaining the consents or waivers required in connection with certain
      agreements, contracts, licenses, leases, easements, rights-of-way and
      permits and (iii) Buyer's execution of a modification to the Project
      Sunshine Consent Decree and the filing thereof with the U.S. District
      Court upon Closing, in accordance with the terms and conditions of
      paragraph six of the Project Sunshine Consent Decree, no consent, approval
      of or by, or filing with or notice to any other individual, corporation,
      partnership, association, trust, limited liability company or any other
      entity or organization, including a government or political subdivision or
      agency, unit or instrumentality thereof (a "Person") is required with
      respect to Seller in connection with the execution, delivery or
      enforceability of this Agreement or the consummation of the transactions
      provided for hereby, except where the failure to obtain such consent or
      approval, make such filing or give such notice would not have a material
      adverse effect on the Business, taken as a whole, as it is currently
      operated by Seller.

            (d) No Breach. Subject to obtaining the consents and waivers
      required in connection with certain agreements, contracts, licenses,
      leases, easements, rights-of-way and permits and except for such matters
      as would not have a material adverse effect on the Business, taken as a
      whole, as it is currently operated by Seller, the execution and delivery
      of this Agreement and the consummation of the transactions contemplated
      hereby and the compliance by Seller with any of the provisions hereof does
      not and will not (i) violate or conflict with, or result in a breach of,
      any provisions of, or constitute a default (or an event which, with notice
      or lapse of time or both, would constitute a default) under, or result in
      termination of, or accelerate the performance required by, or result in
      the creation of any lien or other encumbrance upon the Purchased Assets
      under any of the terms, conditions or provisions of the Certificate of
      Incorporation or By-Laws of Seller or under any material agreement,
      instrument or obligation to which Seller is a party, or by which the
      Purchased Assets are otherwise bound, or (ii) violate any order,
      injunction, judgment, decree or award, federal, state, local or foreign
      law, ordinance, statute, rule or regulation to which Seller is subject, or
      by which Seller or its assets or properties may be bound.

            (e) Real Property.

                  (i) Title to the Real Property is owned in fee by Seller and,
            when transferred to Buyer, shall be good and marketable, free and
            clear of all liens and encumbrances, except for: (A) such items as
            are set forth on Schedule 6(e)(i) attached hereto or the other
            Schedules attached hereto; (B) mechanics', carriers', workmen's,
            repairmen's or other like liens arising or incurred in the ordinary
            course of business, liens arising under original purchase price
            conditional sales contracts and equipments leases with third parties
            entered into in the ordinary course of business, liens for taxes and
            other governmental charges which are not due and payable or which
            may thereafter be paid without penalty or which are being contested
            in good faith and liens relating to environmental or safety
            conditions; (C) other imperfections of title, restrictions or
            encumbrances, if any, which imperfections


                                      -17-
<PAGE>
            of title, restrictions or encumbrances do not, individually or in
            the aggregate, materially adversely impair the continued use and
            operation of the assets to which they relate in the operation of the
            Business as currently conducted by Seller; (D) easements, covenants,
            conditions, rights-of-way, minor title exceptions and other similar
            restrictions; (E) any conditions that would be shown on an accurate
            survey or upon a personal inspection of the Real Property; (F)
            existing leases, licenses and similar agreements; (G) zoning,
            building, fire, health, environmental and pollution control laws,
            ordinances, rules and safety regulations and other similar
            restrictions; (H) the rights of the owners of outstanding oil, gas
            and mineral interests and/or their lessees, to explore for, drill,
            produce and develop said oil, gas and minerals owned by them in, on
            and under said lands, together with the right to use as much of the
            surface of said lands as is reasonably necessary to exercise their
            rights to explore for and extract said oil, gas and minerals from
            said lands; (I) the exposure restrictions contained in the deeds
            attached hereto as Exhibit C; and (J) acts done or suffered to be
            done by, and judgments against, Buyer and those claiming by, through
            or under Buyer (collectively, (A) through (J) are referred to herein
            as the "Permitted Liens").

                  (ii) Subject to the Disclosed Environmental Liabilities, to
            Seller's knowledge, all water, sewer, gas, steam, electric,
            telephone and drainage facilities and all other utilities necessary
            for the operation of the Real Property as it is currently operated
            by Seller are adequately available to service the Real Property.

                  (iii) To Seller's knowledge, the Real Property has access to a
            public street adjoining the Real Property, and such access is not
            dependent on any land or other real property interest which is not
            included in the Real Property.

                  (iv) There are no Permitted Liens that would have a material
            adverse effect on the Business, taken as a whole, as it is currently
            operated by Seller.

            (f) Brokers. Seller has not retained any broker or finder or
      incurred any liability or obligation for any brokerage fees, commissions,
      finder's fees or similar compensation with respect to this Agreement or
      the transactions contemplated hereby, except pursuant to an agreement with
      Rothschild Inc., for which Seller or another member of the BP Group will
      be solely responsible.

            (g) Machinery and Equipment. Other than with respect to items leased
      from third parties, Seller has, and as of the Closing Buyer will have,
      valid title to all major items of machinery and equipment included in the
      Purchased Assets free and clear of all liens and encumbrances, except for
      Permitted Liens.

            (h) Compliance With Laws. To Seller's knowledge, other than with
      respect to Health, Safety and Environmental Laws (which are addressed in
      Section 7), the Purchased Assets are in compliance in all material
      respects with all laws, governmental regulations, orders and decrees, as
      they are currently enforced with respect to the operation of the Business
      by Seller, except for violations, non-compliance or other matters, if any,
      which would not have a material adverse effect on the operation of the
      Business, taken as a whole, as it is currently operated by Seller.


                                      -18-
<PAGE>
            (i) Permits. Seller possesses all Permits, licenses and governmental
      approvals necessary for the operation of the Business, taken as a whole,
      as it is currently operated by Seller, except (i) for Environmental
      Permits (which are addressed in Section 7) and (ii) for such Permits,
      licenses and other governmental approvals the failure to possess would
      not, individually or in the aggregate, have a material adverse effect on
      the Business, taken as a whole, as it is currently operated by Seller.

            (j) Intellectual Property.

                  (i) BP Group-Owned Process Technology. Seller or another
            member of the BP Group has the right to use, and to license to Buyer
            pursuant to the Technology Agreement, the material BP Group-owned
            process technology that is used in and necessary for the operation
            of the Business as it is currently operated by Seller, except for
            any technology which would not have a material adverse effect on the
            operation of the Business, taken as a whole, as it is currently
            operated by Seller.

                  (ii) Non-BP Group-Owned Process Technology. Schedule 1(i)
            attached hereto contains a true, correct and complete list of all
            material process technology (which does not include software and
            related intellectual property matters) not owned by the BP Group
            that is used in and necessary for the operation of the Business as
            it is currently operated by Seller. To Seller's knowledge, Seller
            has not received any notices of, and is not aware of any facts that
            indicate a likelihood of, any infringement by Seller of any of such
            non-BP Group-owned process technology rights due to the operation of
            the Business as it is currently operated by Seller.

            (k) Actions and Proceedings. Except for such matters as would not
      have a material adverse effect on the operation of the Business, taken as
      a whole, as it is currently operated by Seller, and except as set forth on
      the Schedules attached hereto:

                  (i) there is no action, suit, arbitration proceeding or claim
            pending, or to Seller's knowledge, threatened against Seller and/or
            any other member of the BP Group involving or affecting the
            Purchased Assets, and, other than Permitted Liens, except as set
            forth in Section 7, there are no decrees, injunctions, liens, orders
            or judgments of or with any court or governmental department or
            agency outstanding against Seller and/or any other member of the BP
            Group relating to or affecting the Purchased Assets;

                  (ii) no action, suit, arbitration or regulatory proceeding is
            pending, or to Seller's knowledge, threatened seeking to restrain or
            prohibit this Agreement or any agreement, instrument or transaction
            contemplated hereby, or to obtain damages, a discovery order or
            other relief in connection with this Agreement or the transactions
            contemplated hereby; and


                                      -19-
<PAGE>
                  (iii) there is no pending, or to Seller's knowledge,
            threatened condemnation or other governmental taking of any of the
            Real Property included in the Purchased Assets.

            (l) Collective Bargaining Agreements. Schedule 6(l) attached hereto
      sets forth each collective bargaining agreement, contract extension
      agreement, memorandum of agreement and letter of understanding by or to
      which any of the Union Employees (as defined in Section 11(a)) is covered
      or subject.

            (m) Assets. Except for (i) assets disposed of in the ordinary course
      of business, (ii) Excluded Assets, permits, licenses and other property
      rights, and (iii) assets set forth on Schedule 6(m), the Purchased Assets
      and the assets, properties and rights provided to Buyer pursuant to this
      Agreement and the other agreements contemplated hereby, include all
      material assets, other than the intellectual property assets and leases
      and licenses and other contracts that are not transferable, which are
      reasonably required to operate the Business immediately following the
      Closing Date substantially in the manner in which the Business is
      currently conducted by Seller, except for such assets the failure of which
      to include would not individually or in the aggregate, have a material
      adverse effect on the Business, taken as a whole, as it is currently
      operated by Seller.

            (n) Tangible Assets. The Purchased Assets are free from material
      defects, have been maintained substantially in accordance with normal
      industry practice, and are in substantially good operating condition and
      repair for their age (taking account of their nature, normal wear and tear
      and continued repair and replacement in accordance with Seller's past
      practice).

      7. ENVIRONMENTAL MATTERS.

            (a) Environmental Representations and Warranties. Subject to the
      exceptions, disclaimers and other matters set forth in Section 6 above and
      Section 8 below, the matters set forth on the Schedules attached hereto,
      the Disclosed Environmental Liabilities and any other written disclosures
      made to Buyer at any time prior to the Closing Date, to Seller's
      knowledge, as of the date hereof and as of the Closing Date:

                  (i) all Environmental Permits necessary for the operation of
            the Business as it is currently operated by Seller have been
            obtained and are in effect and, where applicable, applications for
            renewal thereof have been timely filed, except where the failure to
            obtain such Environmental Permits or have them in effect or file for
            such renewals would not, individually or in the aggregate, have a
            material adverse effect on the Business, taken as a whole, as it is
            currently operated by Seller;

                  (ii) all environmental control equipment necessary for the
            operation of the Business as it is currently operated by Seller is
            in substantial compliance with Health, Safety and Environmental
            Laws, as they are currently enforced with respect to the operation
            of the Business by Seller, is installed at the Business, and such
            equipment is operating in a manner sufficient to achieve and
            maintain such compliance under normal operating conditions, except
            where the failure to be in such compliance would not have a


                                      -20-
<PAGE>
            material adverse effect on the Business, taken as a whole, as it is
            currently operated by Seller; and

                  (iii) there are no existing or known violations of Health,
            Safety and Environmental Laws, as they are currently enforced with
            respect to the operation of the Business by Seller, which,
            individually or in the aggregate, would have a material adverse
            effect on the Business, taken as a whole, as it is currently
            operated by Seller.

            (b) Limitation. The representations and warranties set forth in this
      Section 7 represent the sole and exclusive representations and warranties
      of Seller with respect to health, safety or environmental matters,
      including any matters arising under or relating to Health, Safety and
      Environmental Laws.

      8. DISCLAIMERS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT
AND THE INSTRUMENTS, DOCUMENTS AND AGREEMENTS REFERRED TO HEREIN OR EXECUTED IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY:

            (a) NEITHER SELLER NOR ANY OTHER MEMBER OF THE BP GROUP MAKES ANY
      REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED,
      AT LAW OR IN EQUITY, WITH RESPECT TO ITSELF, THE BUSINESS, THE REFINERY,
      THE PURCHASED ASSETS, THE ASSUMED LIABILITIES OR ANY PORTION THEREOF, AND
      SELLER AND THE OTHER MEMBERS OF THE BP GROUP EXPRESSLY DISCLAIM ANY
      IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE OR ORDINARY PURPOSE OR ANY REPRESENTATION
      OR WARRANTY AS TO VALUE;

            (b) THE PURCHASED ASSETS, INCLUDING THE BUSINESS AND ANY OTHER
      ASSETS TRANSFERRED TO BUYER PURSUANT TO THE TERMS AND CONDITIONS OF THIS
      AGREEMENT ARE BEING TRANSFERRED "AS IS, WHERE IS"AND "WITH ALL FAULTS" AND
      BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF;

            (c) NEITHER SELLER NOR ANY OTHER MEMBER OF THE BP GROUP MAKES ANY
      REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE CONDITION OF THE
      BUSINESS, INCLUDING ANY OF THE PURCHASED ASSETS, THE MERCHANTABILITY OF
      THE BUSINESS, INCLUDING THE PURCHASED ASSETS, THE FITNESS OF ANY ASSETS
      FOR ANY PURPOSE OR THE ASSIGNABILITY, COMPLETENESS OR CONTIGUITY OF
      PIPELINE RIGHTS OF WAY, PERMITS, LICENSES AND OTHER PROPERTY RIGHTS, AND
      SELLER AND THE OTHER MEMBERS OF THE BP GROUP EXPRESSLY DISCLAIM ANY


                                      -21-
<PAGE>
      AND ALL SUCH REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE;

            (d) BUYER EXPRESSLY ACKNOWLEDGES THAT NONE OF SELLER, ANY OTHER
      MEMBER OF THE BP GROUP OR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR
      WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO THE ACCURACY OR
      COMPLETENESS OF ANY INFORMATION REGARDING THE BUSINESS, THE PURCHASED
      ASSETS OR THE ASSUMED LIABILITIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS
      AGREEMENT OR THE SCHEDULES HERETO, AND BUYER FURTHER AGREES THAT NONE OF
      SELLER, ANY OTHER MEMBER OF THE BP GROUP OR ANY OTHER PERSON SHALL HAVE OR
      BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM
      THE DISTRIBUTION TO BUYER, OR BUYER'S USE OF, ANY SUCH INFORMATION,
      INCLUDING THE CONFIDENTIAL INFORMATION MEMORANDUM, DATED AS OF FEBRUARY
      2001 (THE "OFFERING MEMORANDUM"), AND ANY INFORMATION, DOCUMENT OR
      MATERIAL MADE AVAILABLE TO BUYER IN CERTAIN "DATA ROOMS," MANAGEMENT
      PRESENTATIONS OR ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS
      CONTEMPLATED BY THIS AGREEMENT; AND

            (e) BUYER EXPRESSLY ACKNOWLEDGES THE DISCLAIMERS OF SELLER AND THE
      OTHER MEMBERS OF THE BP GROUP, INCLUDING (I) THOSE SET FORTH IN SECTIONS
      8(a), 8(b), 8(c) AND 8(d) ABOVE AND (II) THAT THERE ARE UNCERTAINTIES
      INHERENT IN ANY ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS
      PROVIDED BY SELLER AND OTHER MEMBERS OF THE BP GROUP TO BUYER, INCLUDING
      ANY SUCH INFORMATION CONTAINED IN THE OFFERING MEMORANDUM, THAT BUYER IS
      AWARE OF AND FAMILIAR WITH SUCH UNCERTAINTIES AND THAT BUYER TAKES FULL
      RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY
      OF ANY SUCH ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS
      (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH
      ESTIMATES, PROJECTIONS AND FORECASTS) IN CONNECTION WITH THE TRANSACTIONS
      CONTEMPLATED BY THIS AGREEMENT. ACCORDINGLY, NEITHER SELLER NOR ANY OTHER
      MEMBER OF THE BP GROUP MAKES ANY REPRESENTATIONS OR WARRANTIES WITH
      RESPECT TO SUCH ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS
      (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH
      ESTIMATES, PROJECTIONS AND FORECASTS). BUYER ACKNOWLEDGES THAT IT HAS HAD
      SUFFICIENT OPPORTUNITY TO MAKE WHATEVER INVESTIGATION IT HAS DEEMED
      NECESSARY AND ADVISABLE FOR PURPOSES OF DETERMINING WHETHER OR NOT TO
      ENTER INTO THIS AGREEMENT.


                                      -22-
<PAGE>
      9. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer hereby represents and
warrants to Seller as of the date of this Agreement and as of the Closing Date
(except with respect to those representations and warranties that speak as to a
particular date or time, which need only be true and correct as of such date or
time) as set forth below:

            (a) Organization and Good Standing. Buyer is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of Delaware.

            (b) Authority. Buyer has the corporate power and authority to enter
      into this Agreement and the transactions contemplated hereby and to carry
      out its obligations hereunder. The execution, delivery and performance of
      this Agreement and the transactions contemplated hereby have been duly
      authorized and executed by Buyer, and this Agreement constitutes a valid
      and binding agreement of Buyer enforceable against Buyer, in accordance
      with its terms, except as such enforceability is limited by general
      principles of equity and applicable provisions of bankruptcy, insolvency,
      moratorium, reorganization or similar laws.

            (c) Consents. Other than with respect to the H-S-R Act, no consent,
      approval of or by, or filing with or notice to any other Persons is
      required with respect to Buyer in connection with the execution, delivery
      or enforceability of this Agreement or the consummation of the
      transactions provided for hereby.

            (d) No Breach. The execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby and the compliance by
      Buyer with any of the provisions hereof does not and will not: (i) violate
      or conflict with, or result in a breach of, any provisions of, or
      constitute a default (or an event which, with notice or lapse of time or
      both, would constitute a default) under, or result in termination of, or
      accelerate the performance required by any of the terms, conditions or
      provisions of the Certificate of Incorporation or By-Laws or other
      organizational documents of Buyer or under any material agreement,
      instrument or obligation to which Buyer is a party or (ii) violate any
      order, injunction, judgment, decree or award, federal, state, local or
      foreign law, ordinance, statute, rule or regulation to which Buyer is
      subject, or by which Buyer or its assets or properties may be bound.

            (e) Litigation. No action, suit, arbitration or regulatory
      proceeding is pending or, to Buyer's knowledge, threatened seeking to
      restrain or prohibit this Agreement, or any agreement, instrument or
      transaction contemplated hereby, or to obtain damages, a discovery order
      or other relief in connection with this Agreement or the transactions
      contemplated hereby.

            (f) Brokers. Buyer has not retained any broker or finder or incurred
      any liability or obligation for any brokerage fees, commissions, finders'
      fees or similar compensation with respect to this Agreement or the
      transactions contemplated hereby, except pursuant to an arrangement with
      Bank of America, N.A. and its affiliates for which Buyer is solely
      responsible.

            (g) Availability of Funds. At Closing, Buyer will have cash, or cash
      equivalents, available to enable it to consummate the transactions
      contemplated by this Agreement, to operate


                                      -23-
<PAGE>
      the Business for the reasonably foreseeable future and to meet the
      Business's financial obligations as such are presently known or reasonably
      anticipated.

            (h) No Knowledge of Misrepresentations or Omissions. Buyer has no
      knowledge that any representation or warranty of Seller in this Agreement
      or any agreement contemplated hereby is not true and correct in all
      material respects, and Buyer has no knowledge of any material errors in,
      or material omissions from, the Schedules to this Agreement or the
      schedules, exhibits or attachments to any agreement contemplated hereby.

      10. COVENANTS.

            (a) Covenants of Seller. Seller covenants and agrees as follows:

                  (i) Access and Information. Subject to the provisions of the
            letter agreement between Buyer and Seller with respect to
            confidentiality dated on or about December 18, 2000 (the
            "Confidentiality Agreement") and upon reasonable notice, Seller
            shall grant, or cause to be granted to, Buyer access during normal
            business hours throughout the period between the date of this
            Agreement and the Closing Date to the Business and the books and
            records and other information relating to the operations of the
            Business. During this period, Seller shall use all commercially
            reasonable efforts to furnish, or cause to be furnished to, Buyer
            and its representatives all data and information concerning the
            Business (the "Data") and concerning operations of the Business
            which may reasonably be requested by Buyer and shall use all
            commercially reasonable efforts to make available, or cause to be
            made available, such personnel of Seller as may reasonably be
            requested for the furnishing of such Data. During this period, Buyer
            shall not contact or communicate with any employees, customers,
            suppliers or distributors of the Business without Seller's prior
            written consent. Buyer shall indemnify and hold Seller and its
            affiliates harmless against any and all Losses suffered in
            connection with the exercise of Buyer's rights under this Section
            10(a)(i). Notwithstanding any provision in this Agreement to the
            contrary, Buyer's obligations under this Section 10(a)(i) shall
            survive the termination of this Agreement and the consummation of
            the transactions contemplated hereby.

                  (ii) Conduct of Business. Except as provided on the Schedules
            attached hereto, Seller shall: operate the Business in the ordinary
            course of business consistent with past practice or as described in
            the Offering Memorandum; use commercially reasonable efforts to
            maintain satisfactory relationships with employees, suppliers,
            distributors, customers, collective bargaining units and others
            having business relationships with the Business; use commercially
            reasonable efforts to maintain the Purchased Assets in reasonably
            good operating condition, normal wear and tear excepted; maintain
            its inventory of supplies, parts and other materials and inventories
            and keep its books of account records and files, in each case in the
            ordinary course of business consistent with past practice; refrain
            from (A) amending, modifying, waiving any rights under or
            terminating (or allowing to terminate) any material contract, except
            in the ordinary course of business, (B) disposing of, encumbering,
            selling or otherwise transferring any of the material assets


                                      -24-
<PAGE>
            constituting Purchased Assets or other rights of the Business,
            except sales of inventory in the ordinary course of business, (C)
            commencing any new capital projects or making any additional
            commitments for capital expenditures relating to the Business in
            excess of Five Hundred Thousand Dollars ($500,000) in the aggregate,
            except in connection with certain scheduled turnarounds, and except
            as reasonably required to comply with the Project Sunshine Consent
            Decree, or (D) granting or agreeing to grant any bonus to any
            employees of the Business, except for any bonus approved prior to
            the date hereof or made in the ordinary course of business, or enter
            into any contract of employment involving aggregate annual salary in
            excess of Two Hundred Thousand Dollars ($200,000), collective
            bargaining agreement or other labor contract with respect to any
            such employees outside the ordinary course of business; provided
            that Seller may take any action to which Buyer consents (which
            consent shall not be unreasonably withheld).

                  (iii) Schedules. Prior to the Closing Date, Seller shall
            notify Buyer of additions or changes to the Schedules to this
            Agreement required to reflect events since the date of this
            Agreement or facts discovered by Seller after the date hereof, so as
            to cause Seller's representations and warranties contained herein
            (other than any which speak as to a particular date) to be true and
            correct in all material respects as of the Closing Date. Notices
            given by Seller pursuant to this Section 10(a)(iii) will be deemed
            to have amended the Schedules, to have qualified the representations
            and warranties contained in Sections 6 and 7, and to have corrected
            any misrepresentation or breach of warranty that otherwise might
            have existed hereunder by reason of the fact, circumstance, event or
            development (with the result that no misrepresentation or breach
            shall be deemed to have occurred), in each case to the extent of the
            disclosure contained in such notice, including for purposes of
            Section 12(b). If such additions or changes would have a material
            adverse effect on the Business, taken as a whole, as it is currently
            operated by Seller, the parties shall negotiate in good faith to
            determine a reasonable adjustment to the Purchase Price to fully
            reflect any Losses actually incurred by Buyer resulting from such
            matters.

                  (iv) Confidentiality. After the Closing, Seller shall maintain
            the confidentiality of all information, documents and materials
            relating exclusively to the Business, including all such materials
            which remain in the possession of Seller, except to the extent that
            disclosure of any such information is requested or required by law
            (by oral questions, interrogatories, requests for information or
            other documents in legal proceedings, subpoena, civil investigative
            demand or any other similar legal process) or legal or
            administrative process or authorized by Buyer or reasonably occurs
            in connection with disputes over the terms of this Agreement. The
            provisions of this Section 10(a)(iv) shall not apply to any
            information, documents or materials which are in the public domain
            or shall come into public domain, other than by reason of a breach
            by the Seller of its obligations hereunder. Furthermore,
            notwithstanding the foregoing, Seller shall be permitted to disclose
            any confidential information (i) to any other member of the BP Group
            or (ii) as required to operate Seller's ongoing business; provided
            such member shall comply with the terms of this Section 10(a)(iv).
            In addition, Seller shall be permitted to disclose this Agreement in
            order to satisfy its obligations under the Terminal Agreement.


                                      -25-
<PAGE>
            (b) Covenants of Buyer. Buyer covenants and agrees as follows:

                  (i) Confidentiality.

                        (A)   Buyer acknowledges that all information provided
                              to any of it and its affiliates, directors,
                              officers, employees, counsel, auditors,
                              accountants, agents, advisors and other
                              representatives by Seller and other members of the
                              BP Group and their respective directors, officers,
                              employees, counsel, auditors, accountants, agents,
                              advisors and other representatives is subject to
                              the terms of the Confidentiality Agreement, the
                              terms of which are hereby incorporated herein by
                              reference. Effective upon, and only upon, the
                              Closing, the Confidentiality Agreement shall
                              terminate only with respect to information
                              provided to any of Buyer and its affiliates,
                              directors, officers, employees, counsel, auditors,
                              accountants, agents, advisors and other
                              representatives that relates solely to the
                              Business, the Purchased Assets and the Assumed
                              Liabilities; provided that Buyer acknowledges that
                              any and all information provided or made available
                              to it and its affiliates, directors, officers,
                              employees, counsel, auditors, accountants, agents,
                              advisors and other representatives by or on behalf
                              of Seller (other than information relating solely
                              to the Purchased Assets and the Assumed
                              Liabilities) shall remain subject to the terms and
                              conditions of the Confidentiality Agreement on and
                              after the Closing Date.

                        (B)   Buyer agrees that, from and after the Closing
                              Date, Buyer shall, and shall cause its affiliates,
                              directors, officers, employees, counsel, auditors,
                              accountants, agents, advisors and other
                              representatives to, keep the Seller Information
                              confidential following the Closing Date, except to
                              the extent that disclosure of any such Seller
                              Information is requested or required by law (by
                              oral questions, interrogatories, requests for
                              information or other documentation in legal
                              proceedings, subpoena, civil investigative demand
                              or any other similar legal process) or legal or
                              administrative process or authorized by Seller or
                              reasonably occurs in connection with disputes over
                              the terms of this Agreement. The provisions of
                              this Section 10(b)(i)(B) shall not apply to any
                              information, documents or materials which are in
                              the public domain or shall come into the public
                              domain, other than by reason of a breach by Buyer
                              of its obligations hereunder or under the
                              Confidentiality Agreement. Furthermore,
                              notwithstanding the foregoing, Buyer shall be
                              permitted to disclose the Seller


                                      -26-
<PAGE>
                              Information to any of its affiliates. In
                              connection with the Transferred Employees, Buyer
                              shall use commercially reasonable efforts, at
                              Seller's request and at Buyer's expense, to
                              enforce existing confidentiality agreements and
                              rights requiring employees to keep trade secrets
                              confidential. For purposes of this Agreement,
                              "Seller Information" shall mean all information
                              concerning Seller and/or any other member of the
                              BP Group, other than information that relates
                              exclusively to the Business, the Purchased Assets
                              and the Assumed Liabilities and other than any
                              such information that is available to the public
                              on the Closing Date, or thereafter becomes
                              available to the public, other than as a result of
                              a breach of this Section 10(b)(i).

                  (ii) Notification. From the date hereof through and including
            the Closing Date, Buyer shall promptly notify Seller if Buyer
            obtains knowledge that any representation or warranty of Seller in
            this Agreement or any agreement contemplated hereby or information
            set forth in the Schedules hereto is not true and correct in all
            material respects, or if Buyer obtains knowledge of any material
            errors in, or omissions from, the Schedules to this Agreement.

                  (iii) Litigation. With respect to all litigation and other
            matters set forth on the Schedules attached hereto and any other
            matters that constitute Excluded Liabilities and for so long as
            Seller is contesting or defending such matter, Buyer shall cooperate
            in all respects with Seller and other members of the BP Group and
            their respective counsel in their efforts to conduct or resolve such
            litigation, including by making available to them such documents and
            witnesses as may be deemed necessary or useful therefor in Seller's
            sole but reasonable discretion. With respect to any dispute or
            litigation involving any terminated Employee seeking reinstatement,
            Buyer shall take such actions as are necessary for Seller to comply
            with the terms of any judgment, decision or order of any proper
            authority issued in connection with such dispute or litigation
            (including by offering to employ such former Employee) and shall
            treat any former Employee who is ordered to be reinstated as a
            Transferred Employee for all purposes hereunder.

                  (iv) Title Policies. Buyer may procure, and shall pay the cost
            of the premium for commitments or policies from title insurance
            companies to provide owner's title insurance policies with respect
            to the portions of the Purchased Assets constituting real property,
            provided, however, that Buyer's ability or inability to obtain title
            insurance (and without regard to (i) any exceptions contained
            therein and (ii) any title insurance premium Buyer is required to
            pay in order to obtain such title insurance) on such real property
            for any reason shall not cause there to be an adjustment to the
            Purchase Price and shall not cause the Closing of the transactions
            contemplated by this Agreement to be delayed.

                  (v) Removal of Seller Marks. Buyer agrees that, within three
            (3) months after the Closing Date, Buyer shall (i) remove,
            obliterate, cover or replace, as appropriate, all


                                      -27-
<PAGE>
            signs, billboards, containers, drums, advertisements or other media
            containing any service marks, trade names, trade dress or other
            indicia of origin of Seller or any member of the BP Group, including
            the words "Amoco" and "Standard," any items that include the words
            "Amoco" or "Standard," the BP Group torch and oval design, the
            letters "BP," any items that include the word "BP," the phrase "BP
            Oil," the BP Group shield or the BP Group Helios logo or variants
            thereof located on or appurtenant to any of the Purchased Assets,
            including signs, billboards and advertisements or other media
            located at the Business and (ii) return to Seller, or at Seller's
            option, destroy (and certify such destruction to Seller) all items
            and materials, including stationery, letterhead and purchase orders,
            located at any of the Purchased Assets containing the above
            described marks.

                  (vi) Project Sunshine Consent Decree. Buyer represents and
            warrants that it has received a copy of the Project Sunshine Consent
            Decree and that it has the financial and technical capability to
            assume the obligations set forth in the Project Sunshine Consent
            Decree with respect to the Purchased Assets. Buyer covenants and
            agrees that prior to or at the Closing it will execute and deliver a
            modification to the Project Sunshine Consent Decree, in
            substantially the form attached hereto as Exhibit F, or otherwise
            satisfactory to Seller and the United States of America, pursuant to
            which Buyer shall agree to be bound by the terms and conditions of
            the Project Sunshine Consent Decree applicable to the Purchased
            Assets, and Buyer further covenants and agrees that from and after
            the Closing Date it shall comply in all respects with those
            provisions of the Project Sunshine Consent Decree (including any
            amendments, supplements or revisions thereto) relating to the
            operation, maintenance, insurance, and use of the Refinery and the
            Business and assume all costs and expenses associated therewith, and
            Buyer shall be responsible and liable for all costs and expenses
            arising from or relating in any way to compliance with the Project
            Sunshine Consent Decree as it relates to the Business. Buyer further
            agrees that the provisions of this paragraph shall be binding upon
            (A) any successors or assigns of Buyer, (B) any transferees of all
            or any portion of the Business and (C) any grantee of rights of use
            and/or operation thereof. Prior to transferring any interest in the
            Business, Buyer shall deliver to Seller written evidence
            satisfactory to Seller that such transferee has agreed to assume and
            has the financial and technical capability to assume the obligations
            set forth in the Project Sunshine Consent Decree with respect to the
            Purchased Assets.

                  (vii) Novation Agreement. Buyer covenants and agrees that on
            the Closing Date it will execute and deliver to Seller a novation
            agreement, substantially in the form of Exhibit E attached hereto,
            to be bound by the terms and conditions of, and become a party to,
            the Terminal Agreement.

                  (viii) Conduct of Business. For the period during which Buyer
            is obligated under this Agreement to make Margin Payments, Buyer
            shall operate the Business in the ordinary course of business
            generally consistent with the manner in which a reasonably prudent
            petroleum refining industry operator would operate the Business.

            (c) Mutual Covenants. Buyer and Seller covenant and agree as
      follows:


                                      -28-
<PAGE>
                  (i) H-S-R. Buyer and Seller shall each file or cause to be
            filed with the Federal Trade Commission and the United States
            Department of Justice any notifications required to be filed under
            the H-S-R Act with respect to the transactions contemplated hereby,
            and Buyer and Seller shall bear the costs and expenses of their
            respective filings; provided that Buyer and Seller shall each pay
            50% of the filing fee in connection therewith. Buyer and Seller
            shall use their respective reasonable best efforts to make such
            filings promptly (and in any event within ten (10) business days)
            following the date hereof, to respond promptly to any requests for
            additional information and documentary materials made by either of
            such agencies, to make any further filings that may be necessary,
            proper or advisable in connection therewith and to cause the waiting
            periods under the H-S-R Act to terminate or expire at the earliest
            possible date and to resist in good faith, at each of their
            respective cost and expense (including the institution or defense of
            legal proceedings), any assertion that the transactions contemplated
            hereby constitute a violation of the antitrust laws, all to the end
            of expediting consummation of the transactions contemplated hereby.
            Each of Buyer, on the one hand, and Seller, on the other, shall
            consult with the other prior to any meetings, by telephone or in
            person, with the staff of the applicable governmental authorities,
            and each of Buyer and Seller shall have the right to have a
            representative present at any such meeting.

                  (ii) Assignments.

                        (A)   With respect to any agreement, contract, license,
                              lease, easement, right-of-way or Permit which (1)
                              is material to the operation of the Business as it
                              is currently operated by Seller, (2) is intended
                              to be assigned to Buyer hereunder and (3) requires
                              consent for the assignment thereof to Buyer,
                              Seller shall take such actions as are commercially
                              reasonable and necessary, and Buyer shall
                              cooperate fully with Seller in all commercially
                              reasonable respects, to effect assignment thereof
                              to Buyer as of the Closing Date. It is understood
                              that such actions by Seller shall not include any
                              requirement of Seller to expend money, commence
                              any litigation or offer or grant any accommodation
                              (financial or otherwise) to any third party. In
                              the event that Seller is unable to obtain the
                              requisite approval for assignment of any such
                              agreement, contract, license, lease, easement,
                              right-of-way or Permit, or in the event such
                              agreement, contract, license, lease, easement,
                              right-of-way or Permit is required to be amended
                              or supplemented and is not so amended or
                              supplemented as of the Closing Date, and such
                              assignment is reasonably necessary to conduct the
                              Business in the ordinary course of business
                              without giving rise to a material adverse effect
                              on the Business, at the written request of Buyer
                              on or before the Closing Date (except where such
                              action would be unlawful or prohibited by such
                              agreement, contract, license, lease,


                                      -29-
<PAGE>
                              easement, right-of-way or Permit), Seller shall
                              (x) retain any such agreement, contract, license,
                              lease, easement, right-of-way or Permit and shall
                              enter into an arrangement with Buyer to provide
                              Buyer with the benefits of such agreement,
                              contract, license, lease, easement, right-of-way
                              or Permit, provided, that Buyer shall perform
                              Seller's obligations thereunder arising on or
                              after the Closing Date (and indemnify Seller
                              against Losses suffered in connection therewith)
                              until such agreement, contract, license, lease,
                              easement, right-of-way or Permit is assigned to
                              Buyer or expires at the earliest opportunity in
                              accordance with its terms, or is properly amended
                              or supplemented, and (y) take all commercially
                              reasonable and necessary actions required to
                              assign to Buyer, or amend or supplement, any such
                              agreement, contract, license, lease, easement,
                              right-of-way or Permit as soon as practicable
                              after the Closing Date.

                        (B)   Notwithstanding Seller's obligations pursuant to
                              Section 10(c)(ii)(A), the assignment of any
                              agreement, contract, license, lease, easement,
                              right-of-way or Permit to be transferred to Buyer
                              which requires consent for assignment, or
                              amendment or supplement, may be effected after the
                              Closing Date. Except as otherwise provided in this
                              Agreement, the Purchase Price shall not be subject
                              to adjustment, and the Closing of the transactions
                              contemplated by this Agreement shall not be
                              delayed, by reason of any inability to obtain
                              consent for assignment of any agreement, contract,
                              license, lease, easement, right-of-way or Permit
                              or any such amendment or supplement. Buyer
                              acknowledges that certain consents to the
                              transactions contemplated by this Agreement may be
                              required from parties to agreements, contracts,
                              licenses, leases, easements, rights-of-way or
                              Permits (written or otherwise) to which any of
                              Seller or other member of the BP Group is a party,
                              and such consents may not be obtained (provided
                              that Seller has complied with its obligations
                              under this Section 10(c)(ii)). Buyer agrees that
                              Seller shall not have any liability whatsoever to
                              Buyer arising out of or relating to the failure to
                              obtain any consents that may have been or may be
                              required in connection with the transactions
                              contemplated by this Agreement or because of the
                              default, acceleration or termination of any such
                              agreement, contract, license, lease, easement,
                              right-of-way or Permit as a result thereof
                              (provided that Seller has complied with its
                              obligations under this Section 10(c)(ii)). Buyer
                              further agrees that no representation, warranty or
                              covenant of Seller contained herein shall be
                              breached or deemed breached and no condition of
                              Buyer shall be deemed not to be satisfied as a
                              result of the failure


                                      -30-
<PAGE>
                              to obtain any consent or as a result of any such
                              default, acceleration or termination or any
                              lawsuit, action, claim, proceeding or
                              investigation commenced or threatened by or on
                              behalf of any persons arising out of or relating
                              to the failure to obtain any consent or any such
                              default, acceleration or termination (provided
                              that Seller has complied with its obligations
                              under this Section 10(c)(ii)).

                        (C)   With respect to any agreement, contract, license,
                              lease, easement, right-of-way or Permit that may
                              not be properly assigned to Buyer because of the
                              failure to obtain a required consent or that may
                              not be operated or used by Seller for Buyer's
                              benefit, Buyer shall indemnify, defend and hold
                              harmless Seller and the other members of the BP
                              Group from and against any liability that Seller
                              or any other members of the BP Group may have in
                              connection with such nontransferred agreements,
                              contracts, licenses, leases, easements,
                              rights-of-way or Permits as a result of the
                              transactions contemplated by this Agreement;
                              provided that, for the avoidance of doubt, it is
                              expressly understood and agreed that in the event
                              Seller is unable to provide Buyer the benefits of
                              any such agreement, contract, license, lease,
                              easement, right-of-way or Permit, Buyer shall not
                              be required to indemnify Seller against Losses
                              suffered in connection therewith until and to the
                              extent Seller, with full cooperation from Buyer in
                              all respects, is able to provide Buyer the benefit
                              of any such agreement, contract, license, lease,
                              easement, right-of-way or Permit.

                  (iii) Transition Services Agreement. In the event Buyer and
            Seller agree that transition services will be necessary after the
            Closing, Buyer and Seller shall negotiate in good faith to execute
            and deliver at the Closing a Transition Services Agreement
            substantially in the form attached hereto as Exhibit D (the
            "Transition Services Agreement"). Promptly following the execution
            of this Agreement, representatives of Buyer and Seller shall meet to
            develop a transition plan which shall identify services, service
            periods (not to exceed six (6) months) and service charges to be
            provided pursuant to the terms and conditions of the Transition
            Services Agreement and which will, to the extent practicable, be
            completed prior to the Closing.

                  (iv) Other Governmental Approvals. Buyer and Seller shall
            cooperate with each other and take all reasonable steps necessary to
            obtain authorization for the sale of the Business from all other
            applicable governmental authorities.

                  (v) Other Actions. Buyer and Seller shall otherwise use their
            respective commercially reasonable efforts to cause the satisfaction
            of all conditions precedent in this


                                      -31-
<PAGE>
            Section 10 and Sections 12 and 13 and the Closing to occur as soon
            as reasonably practicable after the date of this Agreement.

                  (vi) Use of Certain Facilities. Buyer acknowledges that the
            environmental facilities listed on Schedule 10(c)(vi) (the
            "Environmental Facilities"), part of the Purchased Assets, were
            constructed and equipped using the proceeds from the sale of (A)
            $1,000,000 Industrial Development Authority of York County, Virginia
            Environmental Control Revenue Bonds (Amoco Oil Company Project),
            Series 1977 and (B) $2,800,000 Industrial Development Authority of
            York County, Virginia Pollution Control Revenue Bonds (Amoco Oil
            Company Project), Series 1977 (collectively, the "Environmental
            Control Bonds"). As set forth in Section 4(b)(vi), the Environmental
            Control Bonds are Excluded Liabilities. Buyer hereby covenants and
            agrees that from and after the Closing Date, it shall (1) use the
            Environmental Facilities in a manner so as to continue the
            tax-exempt status of the Environmental Control Bonds in accordance
            with Section 103(b) of the Internal Revenue Code of 1954, as
            amended, and in full compliance with the use requirements set forth
            in the agreements governing the Environmental Control Bonds and
            other tax certifications relating to the Environmental Control
            Bonds, and (2) comply with all applicable agreements securing the
            Environmental Control Bonds relating to the operation, maintenance,
            insurance, use, removal of liens, payment of taxes and keeping of
            records with respect to the Environmental Facilities. Prior to
            Closing, Seller shall furnish Buyer with copies of the agreements
            governing the Environmental Control Bonds and tax certifications
            relating to the Environmental Control Bonds. Buyer agrees that it
            shall take all actions necessary to ensure that the provisions of
            this Section 10(c)(vi) shall be binding upon (i) any successors and
            assigns of Buyer, (ii) any transferee of all or any portion of the
            Environmental Facilities, and (iii) any grantee of rights of use
            and/or operation thereof. Buyer further agrees that it will
            cooperate with Seller in any refunding of the Environmental Control
            Bonds by providing Seller with information reasonably requested by
            Seller related to any such refunding bonds on a tax-exempt basis.

      11. EMPLOYEES.

            (a) Employees. Schedule 11(a) attached hereto contains a list of all
      employees of Seller or other members of the BP Group directly employed in
      the operation of the Business (collectively, the "Employees"), including
      employees who are receiving short-term disability benefits or are on
      family and medical, medical/long-term disability, administrative or
      military leave or any other type of leave that entitles the employee to
      reinstatement upon completion of the leave under the applicable leave
      policies of Seller or other members of the BP Group (collectively,
      "Leave"). Schedule 11(a) sets forth both Employees represented by Local
      2-10 of the Paper, Allied-Industrial, Chemical and Energy Workers
      International Union (the "Union") and the Employee membership of the Union
      ("Union Employees") and Employees not represented by the Union ("Non-Union
      Employees"). Seller shall be entitled to update Schedule 11(a) as
      necessary at any time prior to Closing to reflect any and all employment
      changes.


                                      -32-
<PAGE>
            (b) Employment Offers to Active Non-Union Employees and to All Union
      Employees. No later than ten (10) days after the date of this Agreement
      (and not later than five (5) days after any update of Schedule 11(a)),
      Buyer shall offer employment with Buyer, effective as of the Closing Date,
      to all active Non-Union Employees and to all Union Employees at the same
      or better salaries or wages, with similar duties and responsibilities, at
      the same location and on the same status (e.g., full-time or part-time) as
      provided by Seller or other members of the BP Group immediately prior to
      the Closing Date. All Employees who accept employment with Buyer pursuant
      to the offers described either in this Section 11(b) or in Section 11(c)
      are referred to herein as "Transferred Employees." Transferred Employees
      who are Union Employees are also referred to herein as "Union Transferred
      Employees," and Transferred Employees who are Non-Union Employees are also
      referred to herein as "Non-Union Transferred Employees." Buyer shall not
      reduce any Transferred Employee's initial salary or wages as an employee
      of Buyer during the 12-month period after the Closing Date. Buyer will
      give each active Non-Union Employee and each Union Employee no less than
      seven (7) days in which to accept or reject Buyer's employment offer.

            (c) Employment Offers to Non-Union Employees on Leave. In addition,
      no later than ten (10) days after the date of this Agreement, Buyer shall
      offer employment with Buyer to each Non-Union Employee who is on Leave as
      of the Closing Date, commencing at such time as such Non-Union Employee is
      ready to return to work, at the same or better salaries or wages, with
      similar duties and responsibilities, at the same location and on the same
      status (e.g., full-time or part-time) as provided by Seller or other
      members of the BP Group immediately prior to the commencement of such
      Non-Union Employee's Leave; provided, however, that such Non-Union
      Employee is ready to return to work within one hundred twenty (120) days
      after the Closing Date. Buyer will give each Non-Union Employee on Leave
      no less than seven (7) days in which to accept or reject Buyer's
      employment offer.

            (d) Transfer Time. All Transferred Employees shall become employees
      of Buyer as of 12:01 a.m., Central Time, on the Closing Date and except as
      otherwise provided herein, at such time, Buyer shall assume and be
      responsible for payment of all salaries and benefits and all other costs
      and liabilities relating to the Transferred Employees, except that with
      regard to a Non-Union Employee on Leave, such obligations shall not attach
      until the Non-Union Employee on Leave commences employment with Buyer.

            (e) Level of Employee Benefits Provided by Buyer. Buyer shall
      provide to all Non-Union Transferred Employees employee benefits in
      accordance with employee benefit plans (such as defined benefit plans,
      defined contribution plans and welfare benefit plans), programs, policies
      and pay practices (such as vacations, bonuses and short-term disability
      leaves) which shall be the same as or better than the benefits provided to
      substantially similar employees of Buyer and its affiliates. No later than
      the Closing Date, Seller will provide to Buyer the Transferred Employees'
      recognized credited service, and participation, vesting and, as
      applicable, benefit accrual periods of service amounts, with Seller or
      other members of the BP Group as of immediately prior to the Closing Date.


                                      -33-
<PAGE>
            (f) Pension Plans. Buyer agrees that, effective as of the Closing
      Date, Buyer will sponsor a defined benefit pension plan ("Buyer Pension
      Plan"), as defined under Section 3(35) of the Employee Retirement Income
      Security Act of 1974, as amended, with respect to Transferred Employees
      who participate in the BP Retirement Accumulation Plan ("BP RAP") prior to
      the Closing Date. The Buyer Pension Plan will provide that (i) such
      Transferred Employees will be eligible to participate in the Buyer Pension
      Plan as of the Closing Date, and (ii) such Transferred Employees will be
      given service credit equal to the number of years of participation and
      vesting periods of service such Transferred Employees have under the BP
      RAP. The Buyer Pension Plan also will grant service for benefit accrual
      service equal to the number of years of benefit accrual service for those
      Transferred Employees who have an accrued benefit in the BP RAP and may
      provide that the age 65 single life annuity payable to Transferred
      Employees under the Buyer Pension Plan may be offset by the amount of the
      age 65 single life annuity payable to such Transferred Employees under the
      BP RAP. In no event shall the age 65 single life benefit accrued under the
      Buyer Pension Plan for Transferred Employees be less than the benefit such
      Transferred Employees would receive if only service with Buyer were
      recognized under the Buyer Pension Plan. The Buyer Pension Plan may
      include such other terms and provisions as shall be determined by Buyer in
      its sole discretion to the extent not inconsistent with this Section
      11(f). Seller agrees to furnish on a timely basis such information with
      regard to benefits payable to Transferred Employees under the BP RAP and
      such other information as Buyer may from time to time, within one (1) year
      after the Closing Date, reasonably request for purposes of complying with
      this Section 11(f).

            (g) Defined Contribution Plans. Buyer agrees that, effective as of
      the Closing Date, Buyer's defined contribution plan that Transferred
      Employees participate in shall be amended to recognize such Transferred
      Employees' participation and vesting periods of service with Seller and
      other members of the BP Group for purposes of determining participation,
      vesting and the level of company contributions.

            (h) Welfare Benefits and Other Benefits and Policies. For each
      Transferred Employee who participates in any welfare benefit plan, or is
      subject to any policy or pay practice, of Buyer, both Buyer and the
      applicable welfare benefit, policy and pay practice (i) shall recognize
      the Transferred Employee's recognized credited service amounts with Seller
      and other members of the BP Group for all purposes including eligibility,
      vesting and benefit determination and accrual; (ii) shall not require a
      physical examination or other proof of insurability, and shall waive all
      coverage exclusions and limitations relating to waiting periods or
      pre-existing conditions, with respect to any of the Transferred Employees
      or any dependent covered by Seller's and other members of the BP Group's
      comparable welfare benefit plan, policy or pay practice in effect as of
      the Closing Date; and (iii) shall credit the expenses of the Transferred
      Employees which were credited toward deductibles or co-payments for the
      year in which the Closing occurs under the applicable welfare benefit plan
      of Seller or other members of the BP Group against satisfaction of any
      deductibles or co-payments for the year in which the Closing occurs under
      Buyer's medical welfare benefit plan for the Transferred Employees.


                                      -34-
<PAGE>
            (i) Vacation. Seller shall be responsible for paying the Transferred
      Employees for any vacation due as of the Closing Date under the applicable
      vacation policy of Seller or other members of the BP Group (the "Seller
      Vacation Policy"). Buyer will provide Transferred Employees who, based
      upon the recognized credited service amounts of such Transferred Employees
      with Seller or other members of the BP Group, were eligible for a greater
      amount of annual vacation under the Seller Vacation Policy than they are
      under Buyer's vacation policy even after Buyer recognizes such Transferred
      Employees' credited service amounts, with their Seller annual vacation
      amount. Between the Closing Date and the end of the year in which the
      Closing occurs, Buyer shall permit all Transferred Employees to take the
      same number of days of vacation on an unpaid basis as they would have been
      eligible to take immediately prior to the Closing Date under the Seller
      Vacation Policy based upon the recognized credited service amounts of such
      Transferred Employees with Seller or other members of the BP Group.

            (j) Severance. Buyer shall establish a severance policy
      substantially similar to the 2001 BP Severance Benefits Plan (the "BP
      Severance Plan") with respect to any Non-Union Transferred Employee who
      has actions taken against such Non-Union Transferred Employee within
      twelve (12) months after the Closing Date that would make the Non-Union
      Transferred Employee eligible for severance benefits under the involuntary
      terminations section of the BP Severance Plan. Buyer's severance policy
      established under this Section 11(j) shall recognize the Non-Union
      Transferred Employees' recognized credited service amounts with Seller or
      other members of the BP Group.

            (k) Buyer's Adoption of Collective Bargaining Agreement. Buyer will
      recognize the Union as the exclusive representative of the Union
      Transferred Employees and will adopt all collective bargaining agreements
      between Seller and the Union and all existing contract extension
      agreements, memoranda of agreement, letters of understanding and similar
      agreements and instruments (collectively, the "CBA"), except that Buyer is
      not required to continue the existing employee benefit plans provided for
      under any applicable provisions of the CBA. If Buyer does not continue
      said existing employee benefit plans, Buyer will comply with the terms of
      the Letter of Understanding-Successorship attached hereto as Schedule
      11(k) relating to establishing and implementing an alternate package of
      benefit plans and shall indemnify the Seller Indemnified Parties against
      any Losses caused by, arising from, incurred in connection with or
      relating in any way thereto.

            (l) WARN Act. Buyer represents and warrants to, and covenants with,
      Seller that there will be no major employment losses as a consequence of
      the transactions contemplated by this Agreement that might trigger
      obligations under the Worker Adjustment and Retraining Notification Act,
      29 U.S.C. Section 2101 et. seq., or under any similar provision of any
      federal, state, regional, foreign or local law, rule or regulation
      (collectively, "WARN Obligations"). To the extent that any WARN
      Obligations might arise as a consequence of the transactions contemplated
      by this Agreement, Buyer shall be responsible for, and shall indemnify the
      Seller Indemnified Parties against any Losses caused by, arising from,
      incurred in connection with or relating in any way to, any WARN
      Obligations arising as a result of any employment losses occurring on or
      after the Closing Date. For ninety (90) days following the Closing Date,
      Buyer shall not engage in any mass


                                      -35-
<PAGE>
      layoff, plant closing or other action that might trigger WARN Obligations
      of Seller or any other member of the BP Group.

            (m) Service Credit. From and after the Closing Date, the Transferred
      Employees shall be given credit for their service recognized by Seller or
      other members of the BP Group prior to the Closing Date for all purposes,
      including eligibility, vesting and benefit determination and accrual under
      all applicable plans and programs of Buyer as well as for purposes of
      determining any vacation, severance or other related benefits to be
      provided pursuant to the manner described above.

            (n) Benefits Miscellaneous. Notwithstanding the foregoing, Buyer
      shall not be liable for any obligations arising out of participation by
      Transferred Employees in the Employee Benefit Plans of Seller.

      12. BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to close under this
Agreement is subject to the fulfillment on or prior to the Closing Date of each
of the following conditions (except to the extent that Buyer shall have
hereafter agreed in writing to waive one or more of such conditions).

            (a) Compliance with Agreement. Seller shall have performed and
      complied in all material respects with all covenants, agreements and
      conditions required by this Agreement to be performed or complied with by
      Seller prior to the Closing Date.

            (b) Representations and Warranties. The representations and
      warranties of Seller made in this Agreement (as amended by Seller in
      accordance with Section 10(a)(iii)) shall be true and correct in all
      material respects as of the date hereof and on and as of the Closing Date,
      as though made on and as of the Closing Date, except for representations
      and warranties that speak as of a specific date or time (which need only
      be true and correct as of such date or time). Seller shall have performed
      or complied in all material respects with the obligations and covenants
      required by this Agreement to be performed or complied with by Buyer by
      the time of the Closing.

            (c) Litigation. There shall not be any judicial restraining order or
      injunction, preliminary or otherwise, in effect prohibiting the Closing of
      the transactions contemplated by this Agreement. There shall not be
      pending or threatened any litigation or proceeding instituted by any
      federal, state or foreign governmental agency to restrain, prohibit or
      otherwise interfere with or obtain substantial monetary damages in
      connection with the consummation of the transactions contemplated by this
      Agreement, or operation of the Business by Buyer after the Closing Date.

            (d) Governmental Consents. The applicable waiting period under the
      H-S-R Act and any extension thereof shall have terminated or expired,
      without a challenge to the transactions contemplated by this Agreement,
      and the transactions contemplated by this Agreement shall have been
      authorized by applicable governmental authorities.


                                      -36-
<PAGE>
      13. SELLER'S OBLIGATION TO CLOSE. Seller's obligation to close under this
Agreement is subject to the fulfillment on or prior to the Closing Date of each
of the following conditions (except to the extent that Seller shall have
hereafter agreed in writing to waive one or more of such conditions).

            (a) Compliance with Agreement. Buyer shall have performed and
      complied in all material respects with all covenants, agreements and
      conditions required by this Agreement to be performed or complied with by
      Buyer prior to the Closing Date.

            (b) Representations and Warranties. The representations and
      warranties of Buyer made in this Agreement shall be true and correct in
      all material respects as of the date hereof and on and as of the Closing
      Date, as though made on and as of the Closing Date, except for
      representations and warranties that speak as of a specific date or time
      (which need only be true and correct as of such date or time). Buyer shall
      have performed or complied in all material respects with the obligations
      and covenants required by this Agreement to be performed or complied with
      by Buyer by the time of the Closing.

            (c) Litigation. There shall not be any judicial restraining order or
      injunction, preliminary or otherwise, in effect prohibiting the Closing of
      the transactions contemplated by this Agreement. There shall not be
      pending or threatened any litigation or proceeding instituted by any
      federal, state or foreign governmental agency to restrain, prohibit or
      otherwise interfere with or obtain substantial monetary damages in
      connection with the consummation of the transactions contemplated by this
      Agreement, or the operation of the Business by Buyer after the Closing
      Date.

            (d) Governmental Consents. The applicable waiting period under the
      H-S-R Act and any extension thereof shall have terminated or expired,
      without a challenge to the transactions contemplated by this Agreement,
      and the transactions contemplated by this Agreement shall have been
      authorized by applicable governmental authorities.

            (e) Right of First Refusal. Seller shall be satisfied, in its sole
      discretion, that (i) VEPCO has consented to the transactions contemplated
      by this Agreement or has waived or elected not to exercise rights it may
      have with respect to the transactions contemplated by this Agreement in
      accordance with the terms and provisions of the Terminal Agreement or (ii)
      Seller has complied fully with its obligations under the Terminal
      Agreement.

      14. FURTHER ASSURANCES. From time to time, as and when reasonably
requested by any party hereto, each party shall execute and deliver, or cause to
be executed and delivered, all such documents and instruments and shall take, or
cause to be taken, all such further or other actions (subject to the limitations
set forth in Section 10(c)(ii)), which documents, instruments or actions are
consistent with, and customary and necessary for, the consummation of the
transactions contemplated by this Agreement.

      15. INDEMNIFICATION.


                                      -37-
<PAGE>
            (a) Buyer's Indemnification of Seller. Except as otherwise provided
      herein and subject to the provisions of this Section 15, from and after
      the Closing Date, Buyer shall indemnify, defend, save and hold harmless,
      Seller, the other members of the BP Group, and their respective directors,
      officers, employees, shareholders, partners, counsel, auditors,
      accountants, agents, advisors and other representatives and each of the
      heirs, executors, successors and assigns of any of the foregoing
      (collectively, the "Seller Indemnified Parties"), from and against any and
      all Losses of any kind which are caused by, arise from, are incurred in
      connection with or relate in any way to:

                  (i) the ownership of the Purchased Assets, including the
            Refinery and all of the other Purchased Assets, and the operation of
            the Refinery on and after the Closing Date, including those Losses
            arising under, any foreign, federal, state or local laws or
            regulations, or any contract, warranty, tort or other theory of law;

                  (ii) Buyer's modification of any technology, software,
            know-how or proprietary information transferred or licensed to Buyer
            pursuant to the Technology Agreement;

                  (iii) (A) Buyer's breach of or failure to perform any covenant
            or agreement in this Agreement requiring performance by Buyer on or
            after the Closing Date (including any discontinuance, suspension or
            modification of any compensation or employee benefit plan or program
            maintained by Buyer as contemplated by Section 11); or (B) Buyer's
            breach of any representation or warranty in this Agreement which
            survives the Closing; or

                  (iv) the Assumed Liabilities;

      provided, however, that Buyer shall not have any liability under clause
      (iii) above for any breach of a representation or warranty contained in
      this Agreement or the other agreements contemplated hereby if Seller had
      knowledge of such breach at the time of Closing and failed to notify Buyer
      of such breach.

            (b) Seller's Indemnification of Buyer. Except as otherwise provided
      herein and subject to the provisions of this Section 15, from and after
      the Closing Date, Seller shall indemnify, defend, save and hold harmless,
      Buyer, its affiliates and their respective directors, officers, employees,
      shareholders, partners, counsel, auditors, accountants, agents, advisors
      and other representatives and each of the heirs, executors, successors and
      assigns of any of the foregoing (collectively, the "Buyer Indemnified
      Parties") from and against any and all Losses of any kind which are caused
      by, arise from, are incurred in connection with or relate in any way to:

                  (i) the Excluded Assets or the Excluded Liabilities (other
            than any environmental matters covered by Section 15(c)(ii) below)
            (provided, however, that with respect to the Excluded Liabilities,
            the provisions of Sections 15(i) through (l) will not apply to
            indemnity claims by Buyer relating to Sections 4(b)(i) through (vi)
            and 4(b)(ix) through (xii) of this Agreement);


                                      -38-
<PAGE>
                  (ii) (A) Seller's breach of or failure to perform any covenant
            or agreement in this Agreement requiring performance by Seller on or
            after the Closing Date; or (B) Seller's breach of any representation
            or warranty in this Agreement which survives the Closing;

                  (iii) any failure by Seller to comply with the provisions, if
            any, of state or local bulk sales laws; and

                  (iv) subject to the limitations set forth in Section 15(l),
            property damage caused by, or any environmental remediation required
            due to a violation of the Health, Safety and Environmental Laws
            during the pre-Closing operation of the Business by Seller or other
            members of the BP Group ("Remediation Losses");

            provided, however, that Seller shall not have any liability under
            clause (ii) above for any breach of a representation or warranty
            contained in this Agreement or the other agreements contemplated
            hereby if Buyer had knowledge of such breach at the time of Closing
            and failed to notify Seller of such breach in accordance with
            Section 10(b)(ii), and no Losses caused by, arising from, incurred
            in connection with or related in any way thereto shall be aggregated
            for purposes of Section 15(j).

            (c) Environmental Indemnifications. Buyer and Seller shall provide
      the environmental indemnifications specified below:

                  (i) Seller shall indemnify, defend, save and hold harmless the
            Buyer Indemnified Parties from and against any and all Losses of any
            kind which are caused by, arise from, are incurred in connection
            with or relate in any way to (A) a breach of Seller's
            representations and warranties in Section 7 or (B) the Excluded
            Liabilities described in Section 4(b)(x)(provided, however, that the
            provisions of Sections 15(i) through 15(l) will not apply to
            indemnity claims by Buyer relating to Section 4(b)(x) of this
            Agreement); and

                  (ii) Except as otherwise provided herein, Buyer shall assume
            responsibility for, and shall indemnify, defend, save and hold
            harmless, the Seller Indemnified Parties from and against (A) any
            and all Losses of any kind which are caused by, arise from, are
            incurred in connection with or relate in any way to, the ownership
            of the Purchased Assets or the operation of the Business, under,
            relating to or otherwise required or incurred to achieve or maintain
            compliance with Health, Safety and Environmental Laws, as the same
            are in effect from time to time, irrespective of whether the events
            giving rise to such liabilities occurred prior to, on or after the
            Closing Date, including any and all Losses of any kind which are
            caused by, arise from, are incurred in connection with or relate in
            any way to Asbestos-Related Liabilities, the Disclosed Environmental
            Liabilities or the Project Sunshine Consent Decree and (B) any and
            all Losses that are caused by or result or arise from changes in,
            modifications to or amendments of Health, Safety and Environmental
            Laws that were in effect prior to the Closing Date or promulgated,
            made or enacted on or after the Closing Date;


                                      -39-
<PAGE>
            provided, however, that Seller shall not have any liability under
            clause (i) above for any breach of a representation or warranty
            contained in this Agreement or the other agreements contemplated
            hereby if Buyer had knowledge of such breach at the time of Closing
            and failed to notify Seller of such breach in accordance with
            Section 10(b)(ii), and no Losses caused by, arising from, incurred
            in connection with or related in any way thereto shall be aggregated
            for purposes of Section 15(j).

            (d) Exclusive Remedy. Any claim or cause of action based on, arising
      out of or relating in any way to any of the transactions contemplated
      under this Agreement (including all Exhibits and Schedules attached hereto
      or referenced herein) must be brought by either Buyer or Seller in
      accordance with the provisions and limitations of this Agreement, whether
      such claim arises out of any contract, tort or otherwise. Except as
      otherwise provided in this Agreement, the parties hereby waive to the
      fullest extent permitted under applicable law, any and all rights, claims
      and causes of action they may have against one another relating to the
      subject matter of this Agreement and the other agreements contemplated
      hereby arising under or based on any federal, state, provincial, local or
      foreign statute, law, ordinance, rule or regulation or otherwise,
      including such rights, claims and causes of action Buyer may have against
      Seller under CERCLA, breaches of statutory or implied warranties or
      otherwise, nuisance or other tort actions, and common law rights of
      contribution. Without limiting the generality of the foregoing, Buyer
      understands and agrees that the rights accorded under this Section 15 are
      its sole and exclusive remedy against Seller or any other member of the BP
      Group with respect to any matters relating to Health, Safety and
      Environmental Laws. Buyer hereby waives any right to seek contribution or
      other recovery from Seller or any other member of the BP Group under such
      Health, Safety and Environmental Laws, and Buyer hereby releases Seller
      and the other members of the BP Group from any claims, demands or causes
      of action that Buyer has or may have in the future against Seller and/or
      the other members of the BP Group under Health, Safety and Environmental
      Laws. Buyer further acknowledges and agrees that, (A) other than the
      representations and warranties of Seller specifically contained in this
      Agreement, there are no representations or warranties of Seller, any other
      member of the BP Group or their respective directors, officers, employees,
      shareholders, partners, counsel, auditors, accountants, agents, advisors
      or other representatives or any other Person either express or implied,
      with respect to any of them, the Business, the Purchased Assets or the
      Assumed Liabilities and (B) it shall have no claim or right to
      indemnification with respect to any information, documents or materials
      furnished by Seller, any other member of the BP Group or their respective
      directors, officers, employees, shareholders, partners, counsel, auditors,
      accountants, agents, advisors or other representatives or any other Person
      or any of their officers, directors, employees, shareholders, partners,
      counsel, auditors, accountants, agents, advisors or other representatives,
      including the Offering Memorandum and any information, documents or
      material made available to Buyer in certain "data rooms," management
      presentations or any other form in expectation of the transactions
      contemplated by this Agreement.

            (e) Procedures Relating to Indemnification Among Buyer and Seller.
      Following the discovery of any facts or conditions which could reasonably
      be expected to give rise to a Loss or Losses for which indemnification is
      provided under this Agreement, the party seeking indemnification (the
      "Indemnified Party") shall, as promptly as reasonably possible thereafter,


                                      -40-
<PAGE>
      provide written notice to the party from whom indemnification is sought
      (the "Indemnifying Party"), setting forth the specific facts and
      circumstances, in reasonable detail, relating to such Loss or Losses and
      the amount of Loss or Losses (or a reasonable, good-faith estimate thereof
      if the actual amount is not known or not capable of reasonable
      calculation) ("Indemnification Notice"); provided, however, that failure
      to give such Indemnification Notice on a timely basis shall not affect the
      indemnification provided hereunder except to the extent the Indemnifying
      Party shall have been actually and materially prejudiced as a result of
      such failure. Notwithstanding the foregoing:

                  (i) a Buyer Indemnified Party shall not be entitled to make a
            claim against Seller under Section 15(b)(ii) unless and until (A)
            Buyer shall have provided Seller written notice of such default; and
            (B) Seller shall have failed to cure such default within sixty (60)
            days after Seller's receipt of Buyer's notice; and

                  (ii) a Seller Indemnified Party shall not be entitled to make
            a claim against Buyer under Section 15(a)(iii) unless and until (A)
            Seller shall have provided Buyer written notice of default; and (B)
            Buyer shall have failed to cure such default within sixty (60) days
            after Buyer's receipt of Seller's notice.

            (f) Procedures Relating to Indemnification for Third Party Claims.

                  (i) In order for an Indemnified Party to be entitled to any
            indemnification provided for under this Agreement in respect of,
            arising out of or involving a claim or demand made by any Person
            against the Indemnified Party (a "Third Party Claim"), such
            Indemnified Party must provide an Indemnification Notice to the
            Indemnifying Party of the Third Party Claim as promptly as
            reasonably possible after receipt by such Indemnified Party of
            notice of the Third Party Claim. Thereafter, the Indemnified Party
            shall deliver to the Indemnifying Party, within five (5) business
            days after the Indemnified Party's receipt thereof, copies of all
            notices and documents (including court papers) received by the
            Indemnified Party relating to the Third Party Claim; provided,
            however, that failure to provide an Indemnification Notice, or
            deliver copies of all notices and documents, in a timely manner
            shall not affect the indemnification provided hereunder except to
            the extent the Indemnifying Party shall have been actually
            prejudiced as a result of such failure.

                  (ii) If a Third Party Claim is made against an Indemnified
            Party, the Indemnifying Party shall be entitled to participate in
            the defense thereof and, if it so chooses and acknowledges its
            obligation to indemnify the Indemnified Party therefor, to assume
            the defense thereof with counsel selected by the Indemnifying Party
            and reasonably satisfactory to the Indemnified Party.
            Notwithstanding any acknowledgment made pursuant to the immediately
            preceding sentence, the Indemnifying Party shall continue to be
            entitled to assert any limitation on its indemnification
            responsibility contained in Sections 15(j) and 15(k). Should the
            Indemnifying Party so elect to assume the defense of a Third Party
            Claim, the Indemnifying Party shall not be liable to the Indemnified
            Party for legal expenses subsequently incurred by the Indemnified
            Party in connection with the defense thereof. If the Indemnifying
            Party assumes such defense, the Indemnified Party shall have


                                      -41-
<PAGE>
            the right to participate in the defense thereof and to employ
            counsel, at its own expense, separate from the counsel employed by
            the Indemnifying Party, it being understood, however, that the
            Indemnifying Party shall control such defense. The Indemnifying
            Party shall be liable for the fees and expenses of counsel employed
            by the Indemnified Party for any period during which the
            Indemnifying Party has not assumed the defense thereof. If the
            Indemnifying Party chooses to defend any Third Party Claim, all the
            parties hereto shall cooperate in the defense or prosecution of such
            Third Party Claim. Such cooperation shall include the retention and
            (upon the Indemnifying Party's request) the provision to the
            Indemnifying Party of records and information which are reasonably
            relevant to such Third Party Claim and making employees available on
            a mutually convenient basis to provide additional information and
            explanation of any material provided hereunder. Whether or not the
            Indemnifying Party shall have assumed the defense of a Third Party
            Claim, the Indemnified Party shall not admit any liability with
            respect to, or settle, compromise or discharge, or consent to the
            entry of any judgment with respect to such Third Party Claim without
            the Indemnifying Party's prior written consent (which consent shall
            not be unreasonably withheld).

            (g) Losses Net of Insurance and Taxes. The amount of any and all
      Losses under this Section 15 and elsewhere under this Agreement shall be
      determined net of any amounts recovered or recoverable by the Indemnified
      Party under insurance policies, indemnities or other reimbursement
      arrangements with respect to such Losses. Each party hereby waives, or
      will procure the waiver of, any subrogation rights that its insurer may
      have with respect to any indemnifiable Losses. The amount of any and all
      Losses shall be reduced by the amount of any net reduction in cash Tax
      payable by the Indemnified Party with respect to such Losses through and
      including the Tax year in which the indemnification payment is made. Any
      indemnity payment under this Agreement shall be treated as an adjustment
      to the Purchase Price for tax purposes.

            (h) Attorneys' Fees. In connection with any litigation arising out
      of this Agreement or to enforce any indemnification claim pursuant to this
      Agreement, the prevailing party shall be entitled to recover from the
      nonprevailing party its reasonable attorneys' fees and costs, on appeal or
      otherwise.

            (i) Time Limitation. Except as otherwise provided herein, any claim
      by any Buyer Indemnified Party for indemnity arising under this Agreement,
      including pursuant to Sections 15(b) and 15(c), shall be brought within
      two (2) years after the Closing Date. A claim shall be deemed to have been
      brought only upon delivery of a proper Indemnification Notice to the other
      party at the notice address set forth in Section 20. Any claim required to
      be made within such two (2) year period not so timely made shall be
      forever barred.

            (j) Monetary Limitation. Buyer Indemnified Parties shall have no
      claim under Section 15(b)(i)-(iii) of this Agreement against Seller or any
      other member of the BP Group for any Losses unless and until the aggregate
      of all such Losses incurred or sustained by the Buyer Indemnified Parties
      exceeds Four Million Dollars ($4,000,000) and then only for the excess
      over Four Million Dollars ($4,000,000) (the "Threshold"); provided that
      Losses amounting to less than Two Hundred


                                      -42-
<PAGE>
      Fifty Thousand Dollars ($250,000) in the aggregate arising out of the same
      occurrence or matter shall not be aggregated with other Losses for
      purposes of determining whether and when the Threshold has been reached.
      After the Threshold has been reached, Seller shall have no obligation to
      indemnify the Buyer Indemnified Parties under this Agreement with respect
      to such matters for any Losses amounting to less than Two Hundred Fifty
      Thousand Dollars ($250,000) in the aggregate arising out of the same
      occurrence or matter. For purposes of this Section 15(j), Losses shall
      exclude Remediation Losses, which are treated separately in Section 15(l).

            (k) Limitation of Liability. Seller's aggregate liability for
      Indemnification pursuant to this Agreement, including Section 15(b) and
      (c), shall in no event exceed an amount equal to Thirty-Five Million
      Dollars ($35,000,000).

            (l) Environmental Remediation Monetary Limitation. Notwithstanding
      any other provision of this Agreement, none of the Buyer Indemnified
      Parties shall have any claim under Section 15(b)(iv) of this Agreement
      against Seller or any other member of the BP Group for any Remediation
      Losses unless and until the aggregate of all such Remediation Losses
      incurred or sustained by the Buyer Indemnified Parties exceeds Five
      Million Dollars ($5,000,000), and then only for the excess over Five
      Million Dollars ($5,000,000) (the "First Threshold"). After the First
      Threshold has been reached, Buyer Indemnified Parties shall only have a
      claim under this Agreement against Seller for fifty percent (50%) of the
      excess of any Remediation Losses incurred or sustained by the Buyer
      Indemnified Parties over the First Threshold unless and until the
      aggregate of all such Remediation Losses incurred or sustained by the
      Buyer Indemnified Parties exceeds Ten Million Dollars ($10,000,000) (the
      "Second Threshold"). Thereafter, subject to Sections 15(j) and 15(k),
      Buyer Indemnified Parties shall have a claim under this Agreement against
      Seller for 100% of the excess of Remediation Losses over the Second
      Threshold. Notwithstanding the foregoing, Remediation Losses amounting to
      less than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate
      arising out of the same occurrence or matter shall not be aggregated with
      any other Remediation Losses for purposes of determining whether and when
      the First Threshold or the Second Threshold has been reached. After the
      First Threshold or Second Threshold has been reached, Seller shall have no
      obligation to indemnify the Buyer Indemnified Parties under this Agreement
      with respect to such matters for any Remediation Losses amounting to less
      than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate
      arising out of the same occurrence or matter.

            (m) Mitigation. Each party hereto shall take all reasonable steps
      and use all commercially reasonable efforts to mitigate any and all
      Losses.

            (n) Losses. As used in this Agreement, "Losses" means any and all
      costs, claims, losses, liabilities, obligations (including corrective and
      remedial obligations), damages and expenses (including reasonable legal
      fees and expenses but excluding any liability relating to consequential
      damages, lost profits or punitive damages).


                                      -43-
<PAGE>
      16. TAXES

            (a) Except as provided in this Section 16, Buyer shall be liable for
      and pay all Taxes, utility charges or apportionments which arise as a
      result of this Agreement or the consummation of the transactions
      contemplated hereby or as a result of any purchase, sale, rental, lease,
      storage, use, consumption or operation of the Purchased Assets by Buyer.

            (b) General and special real estate and other ad valorem taxes and
      assessments and other state or local taxes, fees, charges and assessments
      in respect of real property on the basis of the fiscal year in which the
      Closing occurs shall be prorated between Buyer and Seller as of 12:01
      a.m., Central Time, on the Closing Date. If the Closing Date shall occur
      before the tax rate or assessment is fixed for such fiscal year, the
      apportionment of such taxes and payments at the Closing shall be based
      upon the most recently ascertainable tax bills; provided, that Buyer and
      Seller shall recalculate and re-prorate said taxes and payments and make
      the necessary cash adjustments promptly upon the issuance, and on the
      basis, of the actual tax bills received for the fiscal year in which the
      Closing occurs and the amount of any payments in lieu of tax made with
      respect to any such fiscal year.

            (c) Personal property taxes, if any, on the basis of the fiscal year
      in which the Closing occurs shall be prorated between Buyer and Seller as
      of 12:01 a.m., Central Time, on the Closing Date. If the Closing Date
      shall occur before the tax rate or assessment is fixed for such fiscal
      year, the apportionment of such taxes at the Closing shall be based upon a
      reasonable estimate mutually agreed upon by Buyer and Seller; provided,
      that Buyer and Seller shall recalculate and re-prorate said taxes and make
      the necessary cash adjustments promptly upon the issuance of, and on the
      basis of, the actual tax bills received for such fiscal year.

      17. RECORDS/LITIGATION ASSISTANCE.

            (a) For a period of seven (7) years following the Closing Date,
      Buyer shall provide to Seller and other members of the BP Group (and their
      counsel, auditors, accountants, agents, advisors or other representatives)
      reasonable access to and permission to take from the Business copies of
      any books, records or accounts relating to the Business through and
      including the Closing Date; and Buyer shall not destroy or dispose of any
      such books, records and accounts for a period of at least seven (7) years
      after the Closing Date without first offering to surrender to Seller such
      books, records and accounts which Buyer may intend to destroy or dispose
      of. Seller agrees that it will consult with Buyer in advance of taking any
      such actions following the Closing Date with a view towards establishing a
      mutually agreeable plan for such visits so that these actions will not
      unreasonably interfere with the normal operation of the Business.

            (b) After the Closing Date, each party shall provide such assistance
      as the other party may from time to time reasonably request in connection
      with the preparation of tax returns required to be filed, any audit or
      other examination by any taxing authority, any judicial or administrative
      proceeding relating to liability for taxes, or any claim for refund in
      respect of such Taxes or in connection with any litigation and proceedings
      or liabilities related to the Business, including making


                                      -44-
<PAGE>
      available employees for interviews, litigation preparation and testimony.
      The requesting party shall reimburse the assisting party for the
      out-of-pocket costs incurred by the assisting party.

            (c) If Buyer, as a result of the transactions contemplated by this
      Agreement, at any time within twelve (12) months after the Closing Date,
      is required to file with the Securities and Exchange Commission financial
      statements relating to the Business, Seller shall provide such assistance
      as Buyer may reasonably request in connection with the preparation of such
      financial statements, including providing to Buyer Seller's books, records
      or accounts relating to the Business and relevant personnel relating to
      the Business and access to Seller's independent auditors from the date
      hereof through and including the Closing Date and for a period of twelve
      (12) months thereafter; provided that Seller shall not be required to take
      any action that would cause it to incur any additional costs, expenses,
      fees or liabilities as a result of or in any way relating to, the
      provision of such assistance.

      18. TERMINATION RIGHTS.

            (a) This Agreement may be terminated at any time prior to the
      Closing Date as follows and in no other manner:

                  (i) by mutual written consent of Buyer and Seller;

                  (ii) by Buyer, if any of the conditions set forth in Section
            12 shall have become incapable of fulfillment, and shall not have
            been waived by Buyer (provided, however, that Buyer is not in
            material breach of its representations, warranties, covenants or
            agreements contained in this Agreement);

                  (iii) by Seller, if any of the conditions set forth in Section
            13 shall have become incapable of fulfillment, and shall not have
            been waived by Seller (provided, however, that Seller is not in
            material breach of its representations, warranties, covenants or
            agreements contained in this Agreement);

                  (iv) by Seller, if the Closing does not occur on or prior to
            May 31, 2002;

                  (v) by Buyer, if a Deposit Return Event occurs; or

                  (vi) by Buyer, if the Closing does not occur on or prior to
            May 31, 2002; provided, however, that in the event that all
            conditions of Section 12 other than termination or expiration of the
            waiting period under the H-S-R Act are satisfied, then Buyer may not
            terminate under this clause (vi) until September 30, 2002.

            (b) In the event of termination by Buyer or Seller pursuant to this
      Section 18, written notice thereof shall forthwith be given to the other
      party and the transactions contemplated by this Agreement shall be
      terminated, without further action by any party. If the transactions
      contemplated by this Agreement are terminated as provided herein:


                                      -45-
<PAGE>
                  (i) Buyer shall return to Seller all documents and copies and
            other materials received from, or on behalf of, Seller relating to
            the transactions contemplated hereby, whether so obtained before or
            after the execution hereof; and

                  (ii) all confidential information received by Buyer with
            respect to the Purchased Assets, the Assumed Liabilities and the
            Business shall be treated in accordance with the terms and
            conditions of the Confidentiality Agreement, which shall remain in
            full force and effect notwithstanding the termination of this
            Agreement.

            (c) If this Agreement is terminated and the transactions
      contemplated hereby are abandoned as described in this Section 18, this
      Agreement shall become void and of no further force and effect, except for
      the provisions of:

                  (i) Section 10(b)(i) relating to the obligation of Buyer to
            keep confidential certain information and data obtained by it;

                  (ii) Section 22 relating to publicity;

                  (iii) Section 10(a)(i) relating to indemnification in
            connection with the matters contemplated thereby;

                  (iv) Section 27 relating to certain expenses;

                  (v) Sections 6(f) and 9(f) relating to finder's fees and
            broker's fees; and

                  (vi) this Section 18.

            Nothing in this Section 18 shall be deemed to release any party from
any liability for any breach by such party of the terms and provisions of this
Agreement or to impair the right of any party to compel specific performance by
another party of its obligations under this Agreement.

      19. SPECIFIC PERFORMANCE. Each party hereto acknowledges and agrees that
each other party would be damaged irreparably in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms or
otherwise are breached. Accordingly, each party hereto agrees that each other
party shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically this Agreement and
the terms and provisions hereof in any action instituted in any court of the
United States or any state thereof having jurisdiction over the parties hereto
and the matter (subject to the provisions set forth in Section 21 below), in
addition to any other remedy to which they may be entitled, at law or in equity.


                                      -46-
<PAGE>
      20. NOTICES.

            (a) All notices or other communications required or permitted to be
      given hereunder shall be in writing and shall be delivered by hand or sent
      by prepaid telex or telecopy, or sent, postage prepaid, by registered,
      certified or express mail, or reputable overnight courier service and
      shall be deemed given when so delivered by hand, telexed or telecopied, or
      if mailed, five (5) days after mailing (one (1) business day in the case
      of express mail or overnight courier service), as follows:

            If to Buyer:

                  Giant Industries, Inc.
                  23733 North Scottsdale Road
                  Scottsdale, AZ 85255
                  Attn: Kim Bullerdick, Vice President, General Counsel and
                        Secretary
                  Telecopy:____________________________


            with a copy to:

                  _____________________________________
                  _____________________________________
                  _____________________________________
                  Attn:  ______________________________
                  Telecopy:____________________________

            If to Seller:

                  BP Corporation North America Inc.
                  200 East Randolph Drive
                  Chicago, IL 60601
                  Attn: Assistant General Counsel - Corporate
                  Telecopy: (312) 856-4091

                  BP Products North America Inc.
                  200 East Randolph Drive
                  Chicago, IL 60601
                  Attn: Richard J. Battaglia
                  Telecopy: (312) 856-4091

            (b) Any party may change the address to which such communications
      are to be directed to it by giving written notice to the other in the
      manner in paragraph (a) above.

      21. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement and the
obligations of the parties hereunder shall be governed by and construed and
enforced in accordance


                                      -47-
<PAGE>
with the substantive and procedural laws of the State of Illinois, without
regard to rules on choice of law. Any action to enforce the terms hereof may be
properly venued in, and shall be brought in, the federal or state courts located
in Cook County in the State of Illinois on a non-exclusive basis. Each party
hereto agrees that it shall submit to the jurisdiction of such courts for
purposes of actions to enforce the terms of this Agreement.

      22. PUBLICITY. Buyer and Seller agree that, from the date hereof through
and including the Closing Date, no public release or announcement concerning the
transactions contemplated hereby shall be issued or made by any party hereto
(including any member of the BP Group) without the prior consent of each other
party (which consent shall not be unreasonably withheld), except (a) as such
release or announcement may be required by law, prior contractual obligations or
the rules or regulations of any securities exchange, whether in the United
States, United Kingdom or elsewhere, (or in the opinion of counsel such release
or announcement is appropriate or desirable under or in light of such
contractual obligations, laws and regulations), in which case the party making
the release or announcement shall allow each other party reasonable time to
comment on such release or announcement in advance of such issuance, and (b)
that any member of the BP Group, including Seller, may make such an announcement
to its employees. Notwithstanding the foregoing, Buyer and Seller shall
cooperate to prepare a joint press release to be issued on the Closing Date and,
upon the request of either Buyer or Seller, at the time of the signing of this
Agreement. Buyer and Seller agree to keep the terms of this Agreement
confidential, except to the extent required by applicable law or prior
contractual obligation or for financial reporting purposes and except that the
parties may disclose such terms to their respective (and in the case of Seller,
the BP Group's) counsel, auditors, accountants, agents, advisors and other
representatives as necessary in connection with the ordinary conduct of their
respective businesses (so long as such Persons agree to keep the terms of this
Agreement confidential).

      23. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES. Except for
Section 10(b)(viii), the covenants and representations and warranties in this
Agreement and in any other document delivered in connection herewith shall
survive the Closing solely for purposes of Sections 15(a), 15(b) and 15(c). The
covenants in Section 10(b)(viii) shall terminate on the expiration of the Margin
Payment Period. The representations and warranties in this Agreement shall
terminate at the close of business on the second anniversary of the Closing
Date; provided, however, that the representations and warranties provided in
Section 6(e)(i) and (ii) with respect to the Real Property shall not survive and
shall terminate at the Closing.

      24. ENTIRE AGREEMENT. This Agreement, the attached Schedules and Exhibits
and the agreements referred to herein or executed simultaneously herewith, set
forth the entire agreement and understanding of the parties in respect to the
transactions contemplated hereby and thereby and supersede all prior agreements,
arrangements and undertakings, whether written or oral, relating to the subject
matter hereof (other than the Confidentiality Agreement which shall continue in
effect). No representation, promise, inducement or statement of intention,
whether written or oral, has been made by any party which is not embodied in or
superseded by this Agreement or the Confidentiality Agreement or in the
documents referred to herein, and no party shall be bound by or liable for any
alleged representation, promise, inducement or statement of intention not so set
forth whether in the Offering Memorandum, in certain "data rooms," management
presentations or any other form in expectation of the transactions contemplated
by


                                      -48-
<PAGE>
this Agreement. Except as otherwise specifically provided in this Agreement, no
conditions, usage of trade, course of dealing or performance, understanding or
agreement purporting to modify, vary, explain or supplement the terms or
conditions of this Agreement will be binding unless hereafter made in writing
and signed by the party to be bound, and no modification will be effected by the
acknowledgment or acceptance of documents containing terms or conditions at
variance with or in addition to those set forth in this Agreement, except as
otherwise specifically agreed to by the parties in writing.

      25. ASSIGNMENT. This Agreement and any rights and obligations hereunder
shall not be assignable or transferable by Buyer or Seller (including by
operation of law in connection with a merger or sale of stock, or sale of
substantially all the assets, of Buyer or Seller) without the prior written
consent of the other party (provided that Buyer shall not require the consent of
Seller to transfer its rights and obligations hereunder to a wholly owned
subsidiary of Buyer, as long as Buyer first fully guarantees such subsidiary's
performance of all of Buyer's obligations under this Agreement and under all of
the agreements that are exhibits hereto) and any purported assignment without
such consent shall be void and without effect; provided, however, that in the
event Buyer wishes to assign or transfer its rights and obligations prior to
expiration of the Margin Payment Period and Seller consents to such transfer
(or, in the event that the consent of Seller is not required to effect such
transfer, Buyer provides notice to Seller of such proposed transfer), Buyer
shall be permitted to transfer its rights and obligations under this Agreement
only if it (i) absolutely, unconditionally and irrevocably guarantees the
prompt, complete and full performance of the obligations of transferee to make
Margin Payments as set forth in Section 3(e) of this Agreement, (ii) agrees that
exercise by Seller of any right pursuant to the Agreement shall not preclude the
concurrent or subsequent exercise of any other right or remedy, at law or in
equity, against Buyer or any transferee, (iii) agrees that Seller shall not be
required to institute suit or exhaust its remedies against a transferee in order
to enforce the performance by Buyer of the obligations of the transferee to make
the Margin Payments, and (iv) agrees that such guarantee shall be a guarantee of
payment as well as a guarantee of performance. Notwithstanding the foregoing,
Seller may assign or transfer any or all of its rights hereunder to any
qualified intermediary in order to complete an exchange of like-kind property
under Section 1031 of the Code and, at the request of Seller, Buyer shall
execute such agreements and other documents as may be necessary, in the
reasonable opinion of Seller's counsel, to complete and otherwise effectuate
Seller's exchange of properties in accordance with said Section 1031 of the Code
and the regulations thereunder; provided that Buyer shall not be required to
take any action that would cause it to incur any additional costs, expenses,
fees or liabilities as a result of or connected with the exchange.

      26. AMENDMENT AND WAIVER. This Agreement may be amended, modified,
superseded or canceled, and any of the terms, covenants, representations,
warranties or conditions hereof may be waived, only by a written instrument
executed by the parties hereto, or, in the case of a waiver, by or on behalf of
the party waiving compliance. The failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect the right
at a later time to enforce the same. No waiver by any party of any condition, or
of any breach of any term, covenant, representation or warranty contained in
this Agreement, in any one or more instances, shall be deemed to be or construed
as a further or continuing waiver of any such condition or breach or a waiver of
any other condition or of any breach of any other term, covenant representation
or warranty. No course of dealing between or among any Persons having any
interest in this Agreement shall be deemed effective to modify, amend or


                                      -49-
<PAGE>
discharge any part of this Agreement or any rights or obligations of any Person
under or by reason of this Agreement.

      27. EXPENSES. Whether or not the transactions contemplated hereby are
consummated, and except as otherwise specifically provided in this Agreement,
all costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby, including legal, due diligence, accounting and
investment banking fees and expenses, shall be paid by the party incurring such
costs or expenses.

      28. HEADINGS. The section and paragraph headings contained in this
Agreement are for reference purposes only, and shall not in any way affect the
meaning or interpretation of this Agreement.

      29. COUNTERPARTS. This Agreement may be executed simultaneously in one or
more counterparts (including by means of telecopied signature pages), all of
which shall be considered one and the same agreement, and shall become effective
when one or more such counterparts have been signed by each of the parties and
delivered to the other party.

      30. INTERPRETATION. Unless the context requires otherwise:

            (a) this Agreement includes this Asset Purchase Agreement and any
      other agreement entered into by Buyer and Seller on the Closing Date or in
      connection with the transactions contemplated hereby;

            (b) the singular shall include the plural and the plural shall
      include the singular and any gender shall include all other genders, all
      as the meaning and the context of the Agreement shall require;

            (c) references to Sections and paragraphs refer to sections and
      paragraphs, respectively, of this Agreement;

            (d) references to Exhibits and Schedules are to exhibits and
      schedules attached to this Agreement, each of which is hereby incorporated
      and made a part of this Agreement for all purposes as if set forth in full
      herein;

            (e) the words "including," "include," "includes" and all variants
      thereof mean "including, without limitation;" and

            (f) all references to "Dollars" and "dollars" in this Agreement are
      to United States dollars.

      31. NO STRICT CONSTRUCTION. Notwithstanding the fact that this Agreement
has been drafted or prepared by one of the parties, Buyer and Seller confirm
that both they and their respective counsel have reviewed, negotiated and
adopted this Agreement as the joint agreement and understanding of the parties,
and the language used in this Agreement shall be deemed to be the language
chosen by the


                                      -50-
<PAGE>
parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any Person.

      32. SCHEDULES. The disclosures in the Schedules hereto (including any
disclosures made in amendments made pursuant to Section 10(a)(iii)) are to be
taken as relating to the representations and warranties of Seller as a whole.
Matters listed once on the Schedules shall be deemed disclosed with reference to
all sections of the Schedules and all of Sections 6 and 7 of this Agreement. The
inclusion of information in the Schedules hereto shall not be construed as an
admission that such information is material to the Business, the Purchased
Assets, the Assumed Liabilities or Seller. In addition, matters reflected in the
Schedules are not necessarily limited to matters required by this Agreement to
be reflected in such Schedules. Such additional matters are set forth for
informational purposes only and do not necessarily include other matters of a
similar nature. Prior to the Closing, Seller shall have the right at all times
to supplement, modify or update the Schedules hereto; provided, however, that
any such supplements, modifications or updates shall be subject to the
provisions of Section 10(a)(iii). The Schedules are incorporated herein by
reference and made a part hereof.

      33. REPRESENTATION BY COUNSEL; INTERPRETATION. Buyer and Seller
acknowledge that each of them has been represented by counsel in connection with
this Agreement and the transactions contemplated hereby. Accordingly, any rule
of law or any legal decision that would require interpretation of any claimed
ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived.

      34. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be valid and effective under
applicable law, but if any provision of this Agreement or the application of any
such provision to any Person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof.

      35. BULK TRANSFER LAWS. Buyer hereby waive compliances by Seller with the
provisions of any so-called bulk transfer laws of any jurisdiction in connection
with the purchase and sale of the Purchased Assets. Seller shall indemnify and
hold Buyer harmless from any Losses which Buyer may incur due to failure to so
comply in accordance with Section 15.

      36. NO THIRD PARTY BENEFICIARIES. Except as provided with respect to
indemnification as set forth in Section 15 and elsewhere in this Agreement,
nothing in this Agreement shall confer any rights upon any Person other than the
parties hereto and their respective heirs, successors and permitted assigns.

      37. DEFINITION OF AFFILIATE. As used herein, the term "affiliate" shall
have the meaning set forth in Rule 405 promulgated under the Securities Act of
1933, as amended.


                                    *  *  *  *  *


                                      -51-
<PAGE>
            IN WITNESS WHEREOF, the parties have duly executed this instrument
as of the day and year first above written.


                                    BP CORPORATION NORTH AMERICA INC.



                                    By:  /s/ Neil R. Morris
                                         -------------------------------

                                    Name: Neil R. Morris

                                    Title: Attorney-in-Fact


                                    BP PRODUCTS NORTH AMERICA INC.



                                    By:  /s/ Neil R. Morris
                                         -------------------------------

                                    Name: Neil R. Morris

                                    Title: Attorney-in-Fact


                                    GIANT INDUSTRIES, INC.


                                    By:  /s/ Fredric L. Holliger
                                         -------------------------------

                                    Name: Fredric L. Holliger

                                    Title: Executive Vice President and
                                           Chief Operating Officer


                  Signature Page to Asset Purchase Agreement