<PAGE>   1


                  (a) Net Income of the Company and its Restricted Subsidiaries
         for such period; plus (b) the aggregate amount of Interest Expense of
         the Company and its Restricted Subsidiaries that was deducted for such
         period in determining Net Income for such entities; plus (c) the
         aggregate amount which was deducted in respect of Federal, state and
         local income taxes of the Company and its Restricted Subsidiaries for
         such period in determining Net Income for such entities, plus (d) the
         aggregate amount which was deducted in respect of depreciation and
         amortization in determining Net Income for such entities for such
         period.

                  "Eligible Assignee" means (a) a commercial bank organized
         under the laws of the United States, or any state thereof, and having a
         combined capital and surplus of at least $100,000,000 at the time any
         assignment is made pursuant to Section 11.8; (b) a commercial bank
         organized under the laws of any other country which is a member of the
         Organization for Economic Cooperation and Development (the "OECD"), or
         a political subdivision of any such country, and having a combined
         capital and surplus of at least $100,000,000 at the time any assignment
         is made pursuant to Section 11.8, provided that such bank is acting
         through a branch or agency located in the country in which it is
         organized or another country which is also a member of the OECD; and
         (c) a Person that is primarily engaged in the business of commercial
         lending and that is (i) a Subsidiary of a Bank, (ii) a Subsidiary of a
         Person of which a Bank is a Subsidiary, or (iii) a Person of which a
         Bank is a Subsidiary; provided, however, no Eligible Assignee shall be
         a Person who is an Affiliate of any Person in the petroleum or
         petroleum products industry, except with the consent of the Company.

                  "Environmental Laws" means all federal, state or local laws,
         statutes, rules, regulations, ordinances and codes, together with all
         administrative orders, licenses, authorizations and permits of, and
         agreements with, any Governmental Authorities, in each case relating to
         environmental, health, safety and land use matters.

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

                  "Eurodollar Reserve Percentage" has the meaning specified in
         the definition of "Offshore Rate".

                  "Event of Default" means any of the events or circumstances
         specified in Section 9.1.

                  "Excluded Taxes" means, in the case of each Bank and the
         Administrative Agent, such taxes (including income taxes or franchise
         taxes), which are imposed on or measured by such Bank's or the
         Administrative Agent's net income by the United States or its political
         subdivisions or the jurisdiction (or any political subdivision thereof)
         under the laws of which such Bank or the Administrative Agent, as the
         case may be, is organized or maintains a lending office.

                                      -10-