<PAGE>   1



                                                                   EXHIBIT 10.22


================================================================================

                                  $150,000,000

                                CREDIT AGREEMENT


                            DATED AS OF MAY 13, 1998

                                      AMONG

                           CITGO PETROLEUM CORPORATION



                         BANK OF AMERICA NATIONAL TRUST
                            AND SAVINGS ASSOCIATION,
                             AS ADMINISTRATIVE AGENT


                              THE BANK OF NEW YORK

                                       AND

                              ROYAL BANK OF CANADA,
                              AS SYNDICATION AGENTS

                                       AND

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


                                   ARRANGED BY

                         BANCAMERICA ROBERTSON STEPHENS



<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                        PAGE
-------                                                                                                        ----

<S>                      <C>                                                                                     <C>
ARTICLE I                DEFINITIONS..............................................................................1
                1.2      Other Interpretive Provisions...........................................................25
                1.3      Accounting Principles...................................................................26

ARTICLE II               THE CREDITS.............................................................................26
                2.1      Amounts and Terms of Commitments........................................................26
                2.2      Loan Accounts...........................................................................27
                2.3      Procedure for Borrowings................................................................27
                2.4      Conversion and Continuation Elections for Loans.........................................28
                2.5      Voluntary Termination or Reduction of Commitments.......................................29
                2.6      Optional Prepayments....................................................................30
                2.7      General.................................................................................30
                2.8      Repayment...............................................................................30
                2.9      Interest................................................................................30
                2.10     Limitation on Interest..................................................................31
                2.11     Fees....................................................................................32
                2.12     Computation of Fees and Interest........................................................33
                2.13     Payments by the Company.................................................................33
                2.14     Payments by the Banks to the Administrative Agent.......................................34
                2.15     Sharing of Payments, Etc................................................................34
                2.16     Extension of Transition Date and of Commitments to make
                         Revolving Loans.........................................................................35

ARTICLE III              [INTENTIONALLY OMITTED].................................................................37

ARTICLE IV               TAXES, YIELD PROTECTION AND ILLEGALITY..................................................37 
                4.1      Net Payments; Tax Exemptions............................................................37
                4.2      Illegality..............................................................................38
                4.3      Increased Costs and Reduction of Return.................................................39
                4.4      Funding Losses..........................................................................40
                4.5      Inability to Determine Rates............................................................41
                4.6      Notice of Claim.........................................................................41
                4.7      Certificates of Banks...................................................................41
                4.8      Replacement of Certain Banks............................................................41
                4.9      Deletion of Certain Banks...............................................................42
                4.10     Survival................................................................................42

ARTICLE V                CONDITIONS PRECEDENT....................................................................42
                5.1      Conditions of Initial Borrowing.........................................................42
                5.2      Conditions to All Loans, Conversions and Continuations..................................45
                5.3      Condition to Term Loan..................................................................46
</TABLE>



<PAGE>   3

<TABLE>
<S>                      <C>                                                                                     <C>
ARTICLE VI               REPRESENTATIONS AND WARRANTIES..........................................................46
                6.1      Corporate Existence; Power; Compliance with Laws........................................46
                6.2      Corporate Authorization; No Contravention...............................................47
                6.3      Governmental Authorization..............................................................47
                6.4      Binding Effect..........................................................................47
                6.5      Litigation..............................................................................48
                6.6      No Default..............................................................................48
                6.7      Fire, Strike, Act of God, etc...........................................................48
                6.8      Liens...................................................................................48
                6.9      ERISA...................................................................................48
                6.10     Use of Proceeds; Margin Regulations.....................................................49
                6.11     Title to Properties.....................................................................49
                6.12     Taxes...................................................................................49 
                6.13     Financial Condition.....................................................................50
                6.14     Environmental Matters...................................................................50
                6.15     Regulated Entities......................................................................51
                6.16     Copyrights, Patents, Trademarks and Licenses, etc.......................................51
                6.17     Subsidiaries............................................................................51 
                6.18     Key Contracts...........................................................................51
                6.19     Solvency................................................................................51
                6.20     Full Disclosure.........................................................................52
                6.21     Addressing the Year 2000 Problem........................................................52 

ARTICLE VII              AFFIRMATIVE COVENANTS...................................................................52
                7.1      Financial Statements....................................................................52
                7.2      Certificates; Other Information.........................................................53
                7.3      Notices.................................................................................54
                7.4      Preservation of Corporate Existence, Etc................................................55
                7.5      Insurance...............................................................................55
                7.6      Taxes...................................................................................55
                7.7      Compliance with Laws....................................................................55
                7.8      Inspection of Property and Books and Records............................................56

ARTICLE VIII             NEGATIVE COVENANTS......................................................................57
                8.1      Negative Covenants Applicable to the Company and Restricted
                         Subsidiaries............................................................................57
                8.2      Financial Covenants.....................................................................63
                8.3      Negative Covenants Applicable to the Company and its
                         Unrestricted Subsidiaries...............................................................63
                8.4      Designation of Unrestricted Subsidiaries and Restricted Subsidiaries....................64
</TABLE>



<PAGE>   4

<TABLE>
<S>                      <C>                                                                                     <C>
ARTICLE IX               EVENTS OF DEFAULT.......................................................................64
                9.1      Event of Default........................................................................64
                9.2      Remedies................................................................................67
                9.3      Rights Not Exclusive....................................................................67

ARTICLE X                THE ADMINISTRATIVE AGENT................................................................68
                10.1     Appointment and Authorization...........................................................68
                10.2     Delegation of Duties....................................................................68
                10.3     Liability of Administrative Agent.......................................................68
                10.4     Reliance by Administrative Agent........................................................69
                10.5     Notice of Default.......................................................................69
                10.6     Credit Decision.........................................................................69
                10.7     Indemnification.........................................................................70
                10.8     Agents in Individual Capacity...........................................................70 
                10.9     Successor Administrative Agent..........................................................71
                10.10    Withholding Tax.........................................................................71

ARTICLE XI               MISCELLANEOUS...........................................................................73
                11.1     Amendments and Waivers..................................................................73
                11.2     Notices.................................................................................74
                11.3     No Waiver; Cumulative Remedies..........................................................74 
                11.4     Expenses................................................................................74
                11.5     Indemnity; Damage Waiver................................................................75
                11.6     Payments Set Aside......................................................................76
                11.7     Successors and Assigns..................................................................76
                11.8     Assignments, Participations, etc........................................................76
                11.9     [Intentionally Omitted].................................................................78
                11.10    Confidentiality.........................................................................78
                11.11    Set-off.................................................................................78
                11.12    Intentionally Omitted...................................................................78
                11.13    Notification of Addresses, Lending Offices, Etc.........................................79
                11.14    Counterparts............................................................................79
                11.15    Severability............................................................................79
                11.16    No Third Parties Benefited..............................................................79
                11.17    Governing Law and Jurisdiction..........................................................79
                11.18    Waiver of Jury Trial....................................................................80
                11.19    Entire Agreement........................................................................80
</TABLE>



<PAGE>   5


<TABLE>
<CAPTION>
SECTION                                                                                                        PAGE
-------                                                                                                        ----

<S>                      <C>                                                                                     <C>
SCHEDULES
---------

    Schedule 2.1      Commitments and Pro Rata Shares
    Schedule 5.1      Qualification as a Foreign Corporation
    Schedule 6.5      Litigation
    Schedule 6.13     Expected Material Adverse Effects
    Schedule 6.14     Environmental Matters
    Schedule 6.17     Subsidiaries
    Schedule 11.2     Lending Offices; Addresses for Notices


EXHIBITS
--------

    Exhibit A                 Form of Notice of Borrowing
    Exhibit B                 Form of Notice of Conversion/Continuation
    Exhibit C                 Form of Compliance Certificate
    Exhibit D-1               Form of Legal Opinion of Company's Counsel
    Exhibit D-2               Form of Legal Opinion of Company's General Counsel
    Exhibit D-3               Form of Legal Opinion of PDVSA Counsel
    Exhibit E                 Form of Assignment and Acceptance
    Exhibit F                 Form of Promissory Note
    Exhibit G                 Form of Confidentiality Agreement
    Exhibit H                 Form of Certificate of Extension
</TABLE>

                                      -v-

<PAGE>   6


                                  $150,000,000
                                CREDIT AGREEMENT


         This $150,000,000 CREDIT AGREEMENT is entered into as of May 13, 1998,
among CITGO PETROLEUM CORPORATION, a Delaware corporation (the "Company"), the
several financial institutions from time to time party to this Agreement
(collectively, the "Banks"; individually, a "Bank"), Royal Bank of Canada and
The Bank of New York, as syndication agents (each a "Syndication Agent" and
collectively, the "Syndication Agents")and Bank of America National Trust and
Savings Association, as Administrative Agent for the Banks.

         WHEREAS, the Banks have agreed to make available to the Company a
revolving credit facility pursuant to which Revolving Loans which, at the
Company's request, may be converted into Term Loans, shall be made from time to
time upon the terms and conditions set forth in this Agreement; and

         WHEREAS, the parties hereto are entering into a separate credit
agreement of even date herewith which provides for revolving loans, bid facility
loans and the issuance of letters of credit (the "$400,000,000 Credit
Agreement");

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         I.1      Certain Defined Terms.  The following terms have the following
         meanings:

                  "$400,000,000 Credit Agreement" is defined in the second
         recital.

                  "Accepting Bank" is defined in Section 2.16.

                  "Administrative Agent" means BofA in its capacity as
         administrative agent for the Banks hereunder, and any successor
         administrative agent arising under Section 10.9.

                  "Administrative Agent's Payment Office" means the address for
         payments set forth in Schedule 11.2 in relation to the Administrative
         Agent, or such other address as the Administrative Agent may from time
         to time specify.



<PAGE>   7


                  "Affected Bank" means any Bank claiming compensation under
         Section 4.1 or Section 4.3 and any Bank which has determined that it is
         unlawful to maintain Offshore Rate Loans pursuant to Section 4.2.

                  "Affiliate" means, as to any Person, (a) any other Person
         which, directly or indirectly, is in control of, is controlled by, or
         is under common control with, such Person or (b) in the case of the
         Company or any Subsidiary, any Person who is a director or officer of
         such Person or of any Person described in the foregoing clause (a). For
         purposes of this definition, "control" (and with correlative meaning
         "controlled" and "under common control") of a Person shall mean (i) the
         power, direct or indirect, (A) to vote 50% or more of the securities
         having ordinary voting power for the election of directors of such
         Person or (B) to direct or cause the direction of the management and
         policies of the other Person, whether through the ownership of voting
         securities, by contract, or otherwise or (ii) the ownership, direct or
         indirect, of 10% or more of any class of Voting Stock of such Person
         (if such class of Voting Stock is publicly held).

                  "Agent-Related Persons" means BofA and any successor
         administrative agent arising under Section 10.9, each Syndication
         Agent, together with their respective Affiliates (including, in the
         case of BofA, the Arranger), and the officers, directors, employees,
         agents and attorneys-in-fact of such Persons and Affiliates.

                  "Agreement" means this Credit Agreement.

                  "Applicable Facility Fee Rate" means, with respect to each
         Bank, for any Calculation Date (as defined below) on which the
         Capitalization Ratio is as described in a particular category below,
         the percentage per annum set forth below opposite such category:

<TABLE>
<CAPTION>
                                                               Percentage Per
                   Capitalization Ratio                             Annum
                   --------------------                             -----

<S>                                                                <C>   
Less than 35%                                                      .0800%

Equal to or greater than 35% but less than
40%                                                                .0900%

Equal to or greater than 40% but less than
50%                                                                .1000%

Equal to or greater than 50% but less than
55%                                                                .1250%

Equal to or greater than 55%                                       .1750%
</TABLE>



<PAGE>   8

         The Applicable Facility Fee Rate for a particular Fiscal Quarter (the
         "Relevant Quarter") (a) shall become effective on the first day of the
         Relevant Quarter, (b) shall remain constant throughout all of the
         Relevant Quarter and (c) shall be determined on the basis of the
         Capitalization Ratio calculated as of the last day of the second Fiscal
         Quarter preceding the Relevant Quarter (each such date, a "Calculation
         Date").

                  "Applicable Law" with respect to any Person or matter means
         any law, rule, regulation, judgment, order, decree or other requirement
         having the force of law relating to such Person or matter and, where
         applicable, any interpretation thereof by any Person having
         jurisdiction with respect thereto or charged with the administration or
         interpretation thereof.

                  "Applicable Margin" means

                         (i)  with respect to Base Rate Loans, 0%;

                         (ii) with respect to CD Rate Loans, for any Calculation
                  Date that the Capitalization Ratio is as described in a
                  particular category below, the margin, expressed as a
                  percentage per annum, set forth below opposite such category:

<TABLE>
<CAPTION>
                                                                  Percentage Per
             Capitalization Ratio                                      Annum
             --------------------                                      -----

<S>                                                                   <C>   
Less than 35%                                                         .3450%

Equal to or greater than 35% but less than
40%                                                                   .4100%

Equal to or greater than 40% but less than
50%                                                                   .4500%

Equal to or greater than 50% but less than
55%                                                                   .5750%

Equal to or greater than 55%                                          .7000%
</TABLE>

                         (iii) with respect to Offshore Rate Loans, for any
                  Calculation Date that the Capitalization Ratio is as described
                  in a particular category below, the margin, expressed as a
                  percentage per annum, set forth below opposite such category:

                                      -3-

<PAGE>   9


<TABLE>
<CAPTION>
                                                                  Percentage Per
             Capitalization Ratio                                      Annum
             --------------------                                      -----

<S>                                                                   <C>   
Less than 35%                                                         .2200%

Equal to or greater than 35% but less than
40%                                                                   .2850%

Equal to or greater than 40% but less than
50%                                                                   .3250%

Equal to or greater than 50% but less than
55%                                                                   .4500%

Equal to or greater than 55%                                          .5750%
</TABLE>

         The margins applicable to the Relevant Quarter (as defined above in the
         definition of "Applicable Facility Fee Rate") (i) shall become
         effective on the first day of the Relevant Quarter for all new and
         existing Loans, (ii) shall remain constant throughout all of the
         Relevant Quarter and (iii) shall be determined on the basis of the
         Capitalization Ratio calculated as of the Calculation Date.

                  "Arranger" means BancAmerica Robertson Stephens.

                  "Assignee" has the meaning specified in subsection 11.8(a).

                         "Assignment and Acceptance" has the meaning specified
                  in Section 11.8(a).

                  "Attorney Costs" means and includes (a) with respect to the
         negotiation, syndication, preparation, execution and delivery of this
         Agreement and each other Loan Document and any modifications or waivers
         related thereto, all reasonable fees and disbursements of any law firm
         or other external counsel and the allocated cost of internal legal
         services and all disbursements of internal counsel to the extent that
         the services performed by internal counsel do not duplicate services
         performed by external counsel; provided that invoices for such fees and
         disbursements shall be rendered in reasonable detail; and (b) with
         respect to each particular matter regarding enforcement or protection
         of the rights of any Bank or the Administrative Agent in connection
         with enforcement or protection of its rights pursuant to this
         Agreement, all reasonable fees and disbursements of any law firm or
         other external counsel (including, if such Person has not elected to
         use outside counsel for such particular matter or if the Company shall
         have consented, the allocated cost of internal legal services and all
         disbursements of internal legal counsel for such matter).

                  "Authorized Signatory" means any Responsible Officer or any
         other person authorized by a Responsible Officer in compliance with
         resolutions of the Board of Directors of the Company to sign Notices of
         Borrowing and Notices of Conversion/Continuation and other documents
         (except for Loan Documents) related to and required for any Borrowing
         and

                                      -4-

<PAGE>   10


         whose signatures and incumbency have been certified to the
         Administrative Agent and each other Bank pursuant to clause (B) or
         clause (C) of subsection 5.1.(a)(ii), or in a certificate delivered to
         the Administrative Agent replacing or amending such certificate. Each
         Bank may conclusively rely on each such certificate until it shall have
         received a copy of a certificate of a Responsible Officer amending,
         canceling or replacing such certificate.

                  "Bank" has the meaning specified in the introductory clause
         hereto. References to the "Banks" shall include BofA.

                  "Bank Confidentiality Agreement" has the meaning specified in
         Section 11.10.

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

                  "Base Rate" means, for any day, the higher of: (a) 0.50% per
         annum above the latest Federal Funds Rate; and (b) the rate of interest
         in effect for such day as publicly announced from time to time by BofA
         in San Francisco, California, as its "reference rate." (The "reference
         rate" is a rate set by BofA based upon various factors including BofA's
         costs and desired return, general economic conditions and other
         factors, and is used as a reference point for pricing some loans, which
         may be priced at, above, or below such announced rate.)

                  Any change in the reference rate announced by BofA shall take
         effect at the opening of business on the day specified in the public
         announcement of such change.

                  "Base Rate Loan" means a Loan that bears interest based on the
         Base Rate.

                  "BofA" means Bank of America National Trust and Savings
         Association, a national banking association.

                  "Borrowing" means a borrowing hereunder consisting of Loans of
         the same Type made to the Company on the same day by the Banks ratably
         according to their Pro Rata Shares under Article II, and, other than in
         the case of Base Rate Loans, having the same Interest Period.

                  "Borrowing Date" means any date on which a Borrowing occurs
         under Section 2.3.

                  "Business Day" means (a) in the case of a Business Day which
         relates to fees, a day on which the Administrative Agent is open at its
         address specified in or pursuant to the provisions of Section 11.2 for
         the purpose of conducting a commercial banking business, (b) in the
         case of a Business Day which relates to an Offshore Rate Loan, a day on
         which the requirements of clause (a) of this definition are met, and,
         in addition, dealings are carried on in the interbank eurodollar market
         and banks are open for business in London, and (c) in the

                                      -5-

<PAGE>   11


         case of Base Rate Loans and CD Rate Loans, a day on which the
         requirements of clause (a) of this definition are met and, in addition,
         banks are open for business in New York.

                  "Calculation Date" is defined in the last paragraph of the
         definition of "Applicable Facility Fee Rate."

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

                  "Capitalization" means, at any time, an amount equal to the
         sum of:

                         (a) Indebtedness of the Company and its Restricted
                  Subsidiaries;

         plus

                         (b) Net Worth.

                  "Capitalization Ratio" means, at the end of any Fiscal Quarter
         of the Company, the ratio of Indebtedness of the Company and its
         Restricted Subsidiaries to Capitalization; provided, however, there
         shall be excluded from Indebtedness an amount equal to (a) the
         Indebtedness of each Restricted Subsidiary that is not a Wholly-Owned
         Subsidiary and whose Indebtedness is not guaranteed by the Company or
         any Wholly-Owned Subsidiary multiplied by (b) a fraction, the
         denominator of which is the number of shares of outstanding capital
         stock of such Restricted Subsidiary and the numerator of which is the
         number of shares of capital stock of such Restricted Subsidiary not
         held by the Company or another Restricted Subsidiary.

                  "CARCO" means CITCO Asphalt Refining Company, a New Jersey
         general partnership.

                  "CD Rate" means, for any Interest Period with respect to CD
         Rate Loans comprising part of the same Borrowing, the rate of interest
         (rounded upward to the next 1/100th of 1%) determined as follows:

                  CD Rate = Certificate of Deposit Rate  + Assessment Rate
                            1.00   -   Reserve Percentage

                  Where:

                                      -6-

<PAGE>   12


                           "Assessment Rate" means, for any day of such Interest
                  Period, the rate determined by the Administrative Agent as
                  equal to the annual assessment rate in effect on such day
                  payable to the FDIC by a member of the Bank Insurance Fund
                  that is classified as well capitalized and within supervisory
                  subgroup "A" (or a comparable successor assessment risk
                  classification within the meaning of 12 C.F.R. ss.327.4) for
                  insuring time deposits at offices of such member in the United
                  States; or, in the event that the FDIC shall at any time
                  hereafter cease to assess time deposits based upon such
                  classifications or successor classifications, equal to the
                  minimum annual assessment rate in effect on such day that is
                  payable to the FDIC by commercial banks (whether or not
                  applicable to any particular Bank) for insuring time deposits
                  at offices of such banks in the United States.

                           "Certificate of Deposit Rate" means the rate of
                  interest per annum determined by the Administrative Agent to
                  be the arithmetic mean (rounded upward to the next 1/100th of
                  1%) of the rates notified to the Administrative Agent as the
                  rates of interest bid by two or more certificate of deposit
                  dealers of recognized standing selected by the Administrative
                  Agent for the purchase at face value of dollar certificates of
                  deposit issued by major United States banks, for a maturity
                  comparable to such Interest Period and in the approximate
                  amount of the CD Rate Loans to be made, at the time selected
                  by the Administrative Agent on the first day of such Interest
                  Period.

                           "Reserve Percentage" means, for any day of such
                  Interest Period, the maximum reserve percentage (expressed as
                  a decimal, rounded upward to the next 1/100th of 1%), as
                  determined by the Administrative Agent, in effect on such day
                  (including any ordinary, marginal, emergency, supplemental,
                  special and other reserve percentages), prescribed by the FRB
                  for determining the maximum reserves to be maintained by
                  member banks of the Federal Reserve System with deposits
                  exceeding $1,000,000,000 for new non-personal time deposits
                  for a period comparable to such Interest Period and in an
                  amount of $100,000 or more.

                  The CD Rate shall be adjusted, as to all CD Rate Loans then
         outstanding, automatically as of the effective date of any change in
         the Assessment Rate or the Reserve Percentage.

                  "CD Rate Loan" means a Loan that bears interest based on the
         CD Rate.

                  "CERCLA" means the Comprehensive Environmental Response
         Compensation and Liability Act of 1980 (42 U.S.C. Sections 9601 et
         seq.).

                  "Certificate of Extension" means a certificate of the Company,
         executed by a Responsible Officer and delivered to the Administrative
         Agent, in substantially the form of

                                      -7-

<PAGE>   13


         Exhibit H, which requests an extension of the then scheduled Transition
         Date pursuant to Section 2.16.

                  "Change of Control" means any condition or occurrence such
         that less than 50% of the Voting Stock of any class of the Company
         shall be owned, directly or indirectly, by PDVSA.

                  "CIC" means CITGO Investment Company, a Delaware corporation.

                  "Cit-Con" means Cit-Con Oil Corporation, a Delaware
         corporation.

                  "CIVESCO" means CITGO Venezuela Supply Company, a Delaware
         corporation.

                  "Closing Date" means the date on which all conditions
         precedent set forth in Section 5.1 with respect to the obligation of
         each Bank to make its initial Loan are satisfied or waived by all Banks
         (or, in the case of subsection 5.1(f), waived by the Person entitled to
         receive such payment).

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

                  "Commitment", as to each Bank, has the meaning specified in
         Section 2.1.

                  "Company" has the meaning specified in the introductory clause
         hereto.

                  "Compliance Certificate" means a certificate substantially in
         the form of Exhibit C.

                  "Computation Period" shall mean, when used in the Compliance
         Certificate or in Section 8.2(b) with reference to the calculation as
         of the last day of the Fiscal Quarter, the four consecutive Fiscal
         Quarters ending on such day.

                  "Confidentiality Agreement" means that certain letter
         agreement dated March 5, 1998 between the Company and BofA.

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

                  "Conversion/Continuation Date" means any date on which, under
         Section 2.4, the Company (a) converts Loans of one Type to another
         Type, or (b) continues as Loans of the

                                      -8-

<PAGE>   14


         same Type, but with a new Interest Period, Loans having Interest
         Periods expiring on such date.

                  "Corpus Christi Refinery West Plant Lease" means that certain
         Sublease Agreement dated as of March 31, 1987 between Champlin
         Petroleum Company (now known as Union Pacific Resources Company), as
         the Sublessor, and Champlin Refining Company (now known as CRCCLP), as
         the Sublessee.

                  "CPIC" means CITGO Pipeline Investment Company, a Delaware
         corporation.

                  "CRCCLP" means CITGO Refining and Chemicals Company, L.P., a
         Delaware limited partnership, formerly known as CITGO Refining and
         Chemicals, Inc., the partners in which are CIC and the Company.

                  "CRCCLP Crude Supply Agreement" means that certain Crude Oil
         and Feedstock Supply Agreement, dated as of March 31, 1987, by and
         between CRCCLP and Petroleos.

                  "Crude Supply Agreement" means that certain Crude Supply
         Agreement, dated as of September 30, 1986, by and between the Company
         and Petroleos.

                  "Declining Bank" is defined in Section 2.16.

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

                  "Default Rate" means that rate of interest set forth in
         subsection 2.9(c) as applicable to amounts outstanding after such
         amounts are due and payable.

                  "Disposition" has the meaning set forth in Section 8.2(b)(iv).

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

                  "EBITDA" means, for any period, an amount equal to the sum of:

                                      -9-

<PAGE>   15


                  (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-

<PAGE>   16


                  "Exemption Agreement" has the meaning specified in Section
         4.1.

                  "Exemption Representation" has the meaning specified in
         Section 4.1.

                  "Existing Revolving Credit Agreement" means the Second Amended
         and Restated Senior Revolving Credit Facility Agreement dated as of
         July 31, 1992 (as amended) among the Company, various banks and other
         financial institutions from time to time party thereto (the "Existing
         Revolving Facility Banks"), BofA as successor agent for the Existing
         Revolving Facility Banks, Royal Bank of Canada as senior co-agent for
         the Existing Revolving Facility Banks and Chase Bank of Texas, National
         Association (formerly Texas Commerce Bank National Association) and
         Credit Lyonnais New York Branch as co-agents for the Existing Revolving
         Facility Banks.

                  "Existing Revolving Facility Banks" is defined in the
         definition of Existing Revolving Credit Agreement.

                  "Facility Fee" has the meaning specified in Section 2.11(b).

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

                  "Federal Funds Rate" means, for any day, the rate set forth in
         the weekly statistical release designated as H.15(519), or any
         successor publication, published by the Federal Reserve Bank of New
         York (including any such successor, "H.15(519)") on the preceding
         Business Day opposite the caption "Federal Funds (Effective)"; or, if
         for any relevant day such rate is not so published on any such
         preceding Business Day, the rate for such day will be the arithmetic
         mean as determined by the Administrative Agent of the rates for the
         last transaction in overnight Federal funds arranged prior to 9:00 a.m.
         (New York City time) on that day by each of three leading brokers of
         Federal funds transactions in New York City selected by the
         Administrative Agent.

                  "Fee Letter" has the meaning specified in subsection 2.11(a).

                  "Fiscal Quarter" means each fiscal quarter of the Company and
         its Subsidiaries.

                  "Fiscal Year" means each fiscal year of the Company and its
         Subsidiaries.

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

                                      -11-

<PAGE>   17


                  "GAAP" means, as of any date, the generally accepted
         accounting principles set forth from time to time in the opinions,
         statements and pronouncements of the Accounting Principles Board of the
         American Institute of Certified Public Accountants and statements and
         pronouncements of the Financial Accounting Standards Board (or agencies
         with similar functions of comparable stature and authority within the
         U.S. accounting profession), which (except as otherwise provided in
         Section 1.3) are applicable to the circumstances as of such date and
         have been adopted by the Company in compliance with such opinions,
         statements and pronouncements.

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

                  "Hazardous Materials" means materials defined as "hazardous
         substances," "hazardous waste" or "hazardous constituents" or any
         similar term in (a) CERCLA, (b) RCRA, or (c) any other Federal, state
         or local environmental law or regulation.

                  "Impermissible Qualification" means, relative to any opinion
         by independent public accountants as to any financial statement of the
         Company or any of its Subsidiaries or of the Company and any of its
         Subsidiaries, any qualification or exception to such opinion:

                         (a) which is of a "going concern" or a similar nature;

                         (b) which relates to the limited scope of examination
                  of matters relevant to such financial statement (other than
                  scope limitations included in the standard form of opinion
                  utilized by such accountants); or

                         (c) which relates to the treatment or classification of
                  any item in such financial statement and which, as a condition
                  to its removal, would require an adjustment to such item the
                  effect of which would be to cause the Company to be in default
                  of any of its obligations under Section 8.2;

         provided, that a qualification to any such opinion rendered in
         connection with any consolidated financial statements of the Company
         and its Restricted Subsidiaries to the effect that such financial
         statement has not been prepared in conformity with GAAP to the extent
         GAAP requires consolidating Unrestricted Subsidiaries, shall not be an
         Impermissible Qualification.

                                      -12-

<PAGE>   18


                  "Indebtedness" with respect to any Person means, without
         duplication, (a) all interest-bearing obligations (including therein
         debt instruments issued at a discount from face value) of such Person,
         including, to the extent the same are interest-bearing, (i) all
         indebtedness for borrowed money of such Person or for the deferred
         purchase price of property acquired by, or services rendered to, such
         Person, (ii) all indebtedness of such Person created or arising under
         any conditional sale or other title retention agreement with respect to
         any property acquired by such Person, (iii) all indebtedness for
         borrowed money or for the deferred purchase price of property or
         services secured by any Lien upon or in any property owned by such
         Person whether or not such Person has assumed or become liable for the
         payment of such indebtedness for borrowed money; and (iv) at all times
         such liability is interest bearing, any finally assessed withdrawal
         liability of such Person or a commonly enrolled entity to a
         Multiemployer Plan; (b) the present value determined in accordance with
         GAAP of all obligations of such Person under leases which shall have
         been or should be recorded as capitalized leases in accordance with
         GAAP; (c) indebtedness arising under acceptance facilities, any surety
         bond as to which such Person is liable for reimbursement and the
         undrawn maximum face amount of all outstanding letters of credit issued
         for the account of such Person (except to the extent such letters of
         credit are issued to secure the payment by such Person of obligations
         for Indebtedness otherwise included herein) and, without duplication,
         the outstanding amount of all drafts drawn thereunder; and (d) to the
         extent not included in clauses (a) through (c) above, all direct or
         indirect guarantees by such Person of indebtedness described in this
         definition of any other Person; provided, that, for purposes of this
         definition, trade payables incurred within the ordinary course of
         business and payable within 90 days of the incurrence thereof shall not
         be included as Indebtedness.

                  "Indemnified Liabilities" has the meaning specified in Section
         11.5.

                  "Indemnitee" has the meaning specified in Section 11.5.

                  "Insolvency Proceeding" means (a) any case, action or
         proceeding before any court or other Governmental Authority relating to
         bankruptcy, reorganization, insolvency, liquidation, receivership,
         dissolution, winding-up or relief of debtors, or (b) any general
         assignment for the benefit of creditors, composition, marshalling of
         assets for creditors, or other, similar arrangement in respect of its
         creditors generally or any substantial portion of its creditors;
         undertaken under U.S. Federal, state or foreign law, including the
         Bankruptcy Code.

                  "Interest Expense" means, without duplication, for any period,
         the sum of:

                         (i) aggregate interest expense of the Company and its
                  Restricted Subsidiaries for such period, as determined in
                  accordance with GAAP and in any event including, without
                  duplication, all commissions, discounts and other fees and
                  charges owed with respect to letters of credit and banker's
                  acceptances and net costs under

                                      -13-

<PAGE>   19


                  Swap Contracts and the portion of any obligation under
                  capitalized leases allocable to interest expense;

         plus

                         (ii) interest expense of the Company and its Restricted
                  Subsidiaries capitalized during such period;

         minus

                         (iii) amortization of capitalized interest expense of
                  the Company and its Restricted Subsidiaries for such period.

                  "Interest Payment Date" means, as to any Loan other than a
         Base Rate Loan, the last day of each Interest Period applicable to such
         Loan and, as to any Base Rate Loan, the last Business Day of each
         calendar quarter and each date such Loan is converted into another Type
         of Loan, provided, however, that if any Interest Period for a CD Rate
         Loan or Offshore Rate Loan exceeds 90 days or three months,
         respectively, the date that falls 90 days or three months (as the case
         may be) after the beginning of such Interest Period and after each
         Interest Payment Date thereafter is also an Interest Payment Date.

                  "Interest Period" means, (a) as to any Offshore Rate Loan, the
         period commencing on the Borrowing Date of such Loan or on the
         Conversion/Continuation Date on which the Loan is converted into or
         continued as an Offshore Rate Loan, and ending on the date seven or
         fourteen days or one, two, three or six months thereafter as selected
         by the Company in its Notice of Borrowing or Notice of
         Conversion/Continuation and (b) as to any CD Rate Loan, the period
         commencing on the Borrowing Date of such Loan or on the
         Conversion/Continuation Date on which the Loan is converted into or
         continued as a CD Rate Loan, and ending 30, 60, 90 or 180 days
         thereafter, as selected by the Company in its Notice of Borrowing or
         Notice of Conversion/Continuation;

         provided that:

                         (i) if any Interest Period would otherwise end on a day
                  that is not a Business Day, that Interest Period shall be
                  extended to the following Business Day unless, in the case of
                  an Offshore Rate Loan, the result of such extension would be
                  to carry such Interest Period into another calendar month, in
                  which event such Interest Period shall end on the preceding
                  Business Day;

                         (ii) any Interest Period pertaining to an Offshore Rate
                  Loan that begins on the last Business Day of a calendar month
                  (or on a day for which there is no numerically corresponding
                  day in the calendar month at the end of such Interest

                                      -14-

<PAGE>   20


                  Period) shall end on the last Business Day of the calendar
                  month at the end of such Interest Period; and

                         (iii) no Interest Period for any Loan shall extend
                  beyond the Maturity Date then in effect.

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

                  "Key Contracts" means the Crude Supply Agreement, the
         Supplemental Crude Supply Agreement and the CRCCLP Crude Supply
         Agreement.

                  "Lending Office" means, as to any Bank, the office or offices
         of such Bank specified as its "Lending Office" or "Domestic Lending
         Office" or "Offshore Lending Office", as the case may be, on Schedule
         11.2, or such other office or offices as such Bank may from time to
         time notify the Company and the Administrative Agent in writing.

                  "Lien" means, with respect to any property, any mortgage or
         deed of trust, pledge, hypothecation, assignment, deposit arrangement,
         security interest, lien (statutory or other), charge, easement,
         encumbrance, preference, priority or other security or similar
         agreement or preferential arrangement of any kind or nature whatsoever
         on or with respect to such property (including any conditional sale or
         other title retention agreement having substantially the same economic
         effect as any of the foregoing).

                  "Loan" means an extension of credit by a Bank to the Company
         under Article II, and may be a Base Rate Loan, CD Rate Loan or an
         Offshore Rate Loan (each, a "Type" of Loan), and includes any Revolving
         Loan or Term Loan.

                  "Loan Documents" means this Agreement, any Notes and the Fee
         Letter.

                  "Majority Banks" means at any time Banks having at least
         66-2/3% of the Commitments, or if the Commitments have been terminated,
         Banks then holding at least 66-2/3% of the then aggregate unpaid
         principal amount of the Loans.

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

                  "Material Acquisition" means any acquisition where either the
         purchase price or the book value of the assets acquired equals or
         exceeds the greater of (a) $250,000,000 and (b) 5% of Capitalization.

                                      -15-

<PAGE>   21


                  "Material Adverse Effect" means, relative to any occurrence of
         whatever nature (including any adverse determination in any litigation,
         arbitration or governmental investigation or proceeding) and after
         taking into account insurance coverage and effective indemnification
         with respect to such occurrence, a materially adverse effect on a
         consolidated basis for the Company and its Subsidiaries in accordance
         with GAAP, on:

                         (a) the consolidated financial condition, business,
                  operations or properties of the Company and its Subsidiaries;
                  or

                         (b) the ability of the Company to perform any of its
                  payment or other material obligations under this Agreement or
                  under any other Loan Document.

                  "Material Term" means:

                         (a) any provision of the Supplemental Crude Supply
                  Agreement;

                         (b) any provision of Section 2.10, 2.11, 3.1, 3.2 or
                  4.3 of the Crude Supply Agreement, as in effect on the date
                  hereof;

                         (c) any provision of the Crude Supply Agreement or the 
                  CRCCLP Crude Supply Agreement, the proposed amendment, 
                  modification or waiver of which, directly or indirectly, would
                  materially and adversely affect the price the Company or any
                  other Restricted Subsidiary shall pay thereunder for oil and
                  naphtha;

                         (d) (i) any provision of Section 2.1(b)(i) of the Crude
                  Supply Agreement, as in effect on the date hereof, the
                  proposed amendment, modification or waiver of which, directly
                  or indirectly, would reduce the "Base Volume" (as defined in
                  the Crude Supply Agreement, as in effect on the date hereof)
                  Petroleos shall be required to sell, and the Company shall be
                  required or entitled to purchase, pursuant to such section;

                             (ii) any provision of Section 2.1(b)(ii) of the
                  Crude Supply Agreement, as in effect on the date hereof, the
                  proposed amendment, modification or waiver of which, directly
                  or indirectly, would impair the Company's right to nominate
                  "Incremental Volumes" (as defined in the Crude Supply
                  Agreement, as in effect on the date hereof) pursuant to such
                  section; and

                             (iii) any provision of Section 2.1(b)(iii) of the
                  Crude Supply Agreement, as in effect on the date hereof, the
                  proposed amendment, modification or waiver of which, directly
                  or indirectly, would reasonably be expected to have a Material
                  Adverse Effect; and

                                      -16-

<PAGE>   22


                         (e) any provision of Section 2.1(a), 2.10, 2.11, 3.1,
                  3.2 or 5.3 of the CRCCLP Crude Supply Agreement, as in effect
                  on the date hereof.

                  "Maturity Date" means as of any date (i) if, on such date,
         there has been no Borrowing of Term Loans, the Transition Date or (ii)
         if, on such date, there has been a Borrowing of Term Loans, the Term
         Loan Maturity Date.

                  "Multiemployer Plan" means any "multiemployer plan" (as that
         term is defined under section 3(37) of ERISA) under which the Company
         or any Related Person has contributed or with respect to which the
         Company or such Related Person may have any liability.

                  "Net Income" means, for any period,

                         (a) the gross revenues of the Company and its
                  Restricted Subsidiaries for such period;

         reduced by

                         (b) the sum (without duplication) of the following
                  items for such period (to the extent, except in the case of
                  clause (i), included in gross revenues for such period):

                             (i) operating and non-operating expenses of the
                         Company and its Restricted Subsidiaries according to
                         GAAP (including current and deferred taxes on income,
                         provision for taxes on unremitted foreign earnings
                         included in such gross revenues and current additions
                         to reserves but excluding the lower of cost or market
                         inventory write-downs and write-ups of current assets);

                             (ii) all material gains (net of expense and taxes
                         applicable thereto) arising from the Disposition of
                         capital assets (i.e., assets other than current
                         assets);

                             (iii) all gains arising from the write-up of assets
                         (other than the write-up of current assets as a result
                         of the lower of cost or market adjustments to
                         inventory);

                             (iv) all equity of the Company or any Restricted
                         Subsidiary in the unremitted earnings of any Person in
                         which the Company has a minority interest;

                                      -17-

<PAGE>   23


                             (v) all earnings of each Person acquired by the
                         Company or any Restricted Subsidiary through purchase,
                         merger, consolidation or otherwise for any year prior
                         to the year of acquisition;

                             (vi) all deferred credits representing the excess
                         of equity in any Restricted Subsidiary at the date of
                         acquisition thereof over the cost of the investment in
                         such Restricted Subsidiary; and

                             (vii) the aggregate amount of dividends paid by all
                         Unrestricted Subsidiaries to the Company or any
                         Restricted Subsidiary during such period.

                  "Net Worth" means, for any date, the sum of capital stock,
         additional paid-in capital and retained earnings (minus accumulated
         deficits) of the Company and its Restricted Subsidiaries, all as shown
         on a consolidated balance sheet of the Company and its Restricted
         Subsidiaries prepared as of such date.

                  "Note" means a promissory note executed by the Company in
         favor of a Bank pursuant to Section 2.2(b), in substantially the form
         of Exhibit F and any promissory note accepted in replacement thereof or
         substitution therefor.

                  "Notice of Borrowing" means a notice in substantially the form
         of Exhibit A signed by any Authorized Signatory.

                  "Notice of Conversion/Continuation" means a notice in
         substantially the form of Exhibit B signed by any Authorized Signatory.

                  "Obligations" means at any time all advances, debts,
         liabilities, obligations, covenants and duties arising under any Loan
         Document then owing by the Company to any Bank or to the Administrative
         Agent.

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

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

         Where,

                         "Eurodollar Reserve Percentage" means for any day for
                  any Interest Period the maximum reserve percentage (expressed
                  as a decimal, rounded upward to the next

                                      -18-

<PAGE>   24


                  1/100th of 1%) in effect on such day (whether or not
                  applicable to any Bank) under regulations issued from time to
                  time by the FRB for determining the maximum reserve
                  requirement (including any emergency, supplemental or other
                  marginal reserve requirement) with respect to Eurocurrency
                  funding (currently referred to as "Eurocurrency liabilities");
                  and

                         "LIBOR" means (a) relative to any Interest Period for
                  Offshore Rate Loans, the rate of interest per annum equal to
                  the average of the offered quotations appearing on Dow Jones
                  Market Service (formerly Telerate) Page 3750 (or if such page
                  shall not be available, any successor or similar service as
                  may be selected by the Administrative Agent and the Company)
                  as of 11:00 a.m., London, England time (or as soon thereafter
                  as practicable), two Business Days prior to the beginning of
                  such Interest Period, or (b) if none of such page 3750 nor any
                  successor or similar service is available, relative to any
                  Interest Period for Offshore Rate Loans, the rate of interest
                  per annum determined by the Administrative Agent to be the
                  arithmetic mean (rounded upward to the next 0.01%) of the
                  rates of interest per annum at which dollar deposits in the
                  approximate amount of the amount of the Loan to be made or
                  continued as, or converted into, an Offshore Rate Loan by the
                  Administrative Agent and having a maturity comparable to such
                  Interest Period are offered in immediately available funds to
                  the Administrative Agent in the London interbank market at its
                  request at approximately 11:00 a.m. (London time) two Business
                  Days prior to the commencement of such Interest Period.

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

                  "Offshore Rate Loan" means a Loan that bears interest based on
         the Offshore Rate that is a rate determined by reference to LIBOR.

                  "Operational Term" shall mean any provision of the Crude
         Supply Agreement or the CRCCLP Crude Supply Agreement concerning the
         day-to-day performance of such agreement, including those provisions
         customarily waived or modified on a temporary basis in the ordinary
         course of business or pursuant to industry custom or practice, and
         which is not a Material Term.

                  "Organization Documents" means, for any corporation, the
         certificate or articles of incorporation, the bylaws and any
         certificate of designation or other instrument relating to the rights
         of preferred shareholders of such corporation.

                  "Participant" has the meaning specified in subsection 11.8(d).

                                      -19-

<PAGE>   25


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

                  "PDVAI" means PDV America, Inc., a Delaware corporation. On
         the Closing Date, PDVAI holds all the issued and outstanding stock of
         the Company.

                  "PDVSA" means Petroleos de Venezuela, S.A., a Venezuelan
         corporation.

                  "Permitted Liens" has the meaning specified in subsection
         8.1(a).

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

                  "Petroleos" means PDVSA Petroleos y Gas, S.A., a Venezuelan
         corporation.

                  "Plan" means any plan described in section 4021(a) of ERISA
         and not excluded pursuant to section 4021(b) thereof, under which the
         Company or any Related Person to the Company has contributed or with
         respect to which the Company or such Related Person is liable.

                  "Principal Properties" means (a) the Company's refinery
         located at Lake Charles, Louisiana, and (b) CRCCLP's refinery located
         at Corpus Christi, Texas.

                  "Principal Subsidiary" means Cit-Con, CARCO, CPIC, CRCCLP,
         CIC, CIVESCO or any other Subsidiary whose assets have an aggregate
         book value exceeding $100,000,000.

                  "Private Placement Agreement" means that certain Note Purchase
         Agreement dated as of November 1, 1991 among the Company and each of
         the purchasers named therein relating to the Company's issuance, and
         such purchasers' purchase, of the Private Placement Notes.

                  "Private Placement Notes" means the senior notes issued by the
         Company pursuant to the Private Placement Agreement, consisting of an
         issue of $75,000,000 aggregate principal amount of the Company's 8.75%
         Guaranteed Series A Senior Notes due 1998, an issue of $200,000,000
         aggregate principal amount of the Company's 9.03% Guaranteed Series B
         Senior Notes due 2001, and an issue of $125,000,000 aggregate principal
         amount of the Company's 9.30% Guaranteed Series C Senior Notes due
         2006.

                                      -20-

<PAGE>   26


                  "Pro Rata Share" means, as to any Bank at any time, the
         percentage equivalent (expressed as a decimal, rounded to the ninth
         decimal place) at such time of such Bank's Commitment divided by the
         Total Commitment of all Banks.

                  "RCRA" means the Resource Conservation and Recovery Act of
         1976 (42 U.S.C. ss.6901 et seq.)

                  "Receivable" of the Company or CRCCLP means, as at any date of
         determination thereof, the unpaid principal portion of the obligation,
         as stated on the respective invoice, of any customer of the Company or
         CRCCLP to pay money to the Company or CRCCLP in respect of any services
         performed by the Company or CRCCLP or inventory purchased from the
         Company or CRCCLP net of all credits, rebates and offsets owed to such
         customer by the Company or CRCCLP and also net of all commissions
         payable by the Company or CRCCLP to third parties (and for purposes
         hereof, a credit or rebate paid by check or draft of the Company or
         CRCCLP shall be deemed to be outstanding until such check or draft
         shall have been debited to the respective account of the Company or
         CRCCLP on which such check or draft was drawn).

                  "Receivables Purchase Facility" means, as to the Company or
         CRCCLP any facility providing for the sale, transfer, conveyance, lease
         or assignment, with or without recourse, of the Receivables of such
         Person.

                  "Recipient" has the meaning specified in Section 4.1.

                  "Register" has the meaning specified in Section 11.8(d).

                  "Related Person" with respect to any Person means any other
         Person which, together with such Person, is under common control as
         described in section 414 of the Code.

                  "Replacement Bank" is defined in Section 2.16.

                  "Reportable Event" means, any of the events set forth in
         Section 4043(b) of ERISA or the regulations thereunder.

                  "Requirement of Law" means, as to any Person, any law, treaty,
         rule, regulation, judgment or order of a Governmental Authority or
         other requirement having the force of law, in each case applicable to
         or binding upon the Person or any of its property or to which the
         Person or any of its property is subject and any interpretation thereof
         by any Person having jurisdiction with respect thereto or charged with
         the administration or interpretation thereof.

                                      -21-

<PAGE>   27


                  "Responsible Officer" means the President, the Chief Financial
         Officer, the Treasurer, the Controller or any Assistant Treasurer of
         the Company the signatures of whom, in each case, have been certified
         to the Administrative Agent and each other Bank pursuant to clause (B)
         of subsection 5.1(a)(ii), or in a certificate delivered to the
         Administrative Agent replacing or amending such certificate. Each Bank
         may conclusively rely on the each certificate so delivered until it
         shall have received a copy of a certificate from the Secretary or an
         Assistant Secretary of the Company amending, canceling or replacing
         such certificate.

                  "Restricted Subsidiary" means any Subsidiary other than (i)
         any Unrestricted Subsidiary and (ii) any Subsidiary any of whose Voting
         Stock or other equity interests (as appropriate) shall at the time be
         owned by one or more Unrestricted Subsidiaries. "Restricted Subsidiary"
         may include Subsidiaries which were formerly Unrestricted Subsidiaries
         but have been designated as Restricted Subsidiaries pursuant to the
         provisions of Section 8.4.

                  "Revolving Loan" has the meaning specified in Section 2.1.

                  "Revolving Loan Termination Date" means the earlier to occur
         of:

                         (a) the Transition Date; and

                         (b) the date on which the Commitments terminate in
                  accordance with the provisions of this Agreement.

                  "Sale Leaseback Transaction" means a transaction or series of
         transactions pursuant to which the Company or any Subsidiary shall sell
         or transfer to any Person (other than the Company or a Subsidiary) any
         Principal Property, whether now owned or hereafter acquired, and, as
         part of the same transaction or series of transactions, the Company or
         such Subsidiary shall rent or lease as lessee (other than pursuant to a
         Capital Lease), or similarly acquire the right to possession or use of,
         such Principal Property.

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

                  "Subsidiary" of a Person means any corporation, association,
         partnership, joint venture or other business entity of which more than
         50% of the Voting Stock or other equity interests (in the case of
         Persons other than corporations), is, at the time, owned or controlled
         directly or indirectly by the Person, or one or more of the
         Subsidiaries of the Person, or a combination thereof; provided that
         Lake Charles Pipeline Company, a Delaware corporation, shall be deemed
         not to be a Subsidiary. Unless the context otherwise clearly requires,
         references herein to a "Subsidiary" refer to a Subsidiary of the
         Company.

                                      -22-

<PAGE>   28


                  "Supplemental Crude Supply Agreement" means that certain
         Supplemental Crude Supply Agreement, dated as of September 30, 1986, by
         and between the Company and Petroleos.

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

                  "Syndication Agent" means each of Royal Bank of Canada and The
         Bank of New York and the successors of each in such capacity.

                  "Synthetic Lease" means a lease designed to have the
         characteristics of a loan for federal income tax purposes while
         obtaining operating lease treatment for financial accounting purposes.

                  "Taxes" means any and all present or future taxes, levies,
         imposts, deductions, charges or withholdings, and all liabilities with
         respect thereto imposed by any taxing authority, excluding all Excluded
         Taxes.

                  "Term Loan" has the meaning specified in Section 2.1(b).

                  "Term Loan Maturity Date" means, with respect to any Term Loan
         made pursuant to Section 2.1(b), the date one year after the Transition
         Date.

                  "Termination Date" means the earlier to occur of:

                         (a) the Maturity Date (as such may be extended upon the
                  Borrowing of Term Loans); and

                         (b) the date on which the Commitments terminate and/or
                  the Loans become due and payable pursuant to Section 9.2.

                  "Total Commitment" at the time any determination thereof is to
         be made means the sum of the then Commitments of the Banks.

                  "Trading Subsidiary" means any Wholly-Owned Restricted
         Subsidiary which, at the time of any determination thereof, is the
         assignee of the rights of the Company under the

                                      -23-

<PAGE>   29


         Crude Supply Agreement and/or the Supplemental Crude Supply Agreement.
         The Trading Subsidiary on the date hereof is CIVESCO.

                  "Transition Date" means May 12, 1999, or such later date to
         which the Transition Date may be extended pursuant to Section 2.16
         which date shall be no later than the Stated Termination Date as
         defined in the $400,000,000 Credit Agreement.

                  "Type" has the meaning specified in the definition of "Loan."

                  "Unfunded Vested Liability" means, relative to any Plan,
         including any Multiemployer Plan, at any time, the excess (if any) of
         (a) the present value of all vested nonforfeitable benefits under such
         Plan or such Multiemployer Plan, as the case may be, over (b) the fair
         market value of all Plan assets or Multiemployer Plan assets, as the
         case may be, allocable to such benefits, all determined as of the then
         most recent valuation date for such Plan or such Multiemployer Plan, as
         the case may be, but only to the extent that such excess represents a
         potential liability of the Company to the PBGC, such Plan or such
         Multiemployer Plan under Title IV of ERISA.

                  "United States" and "U.S." each means the United States of
         America.

                  "Unrestricted Subsidiary" means any Subsidiary which is listed
         as such on Schedule 6.17 or which has hereafter been designated as an
         Unrestricted Subsidiary pursuant to the provisions of Section 8.4.
         "Unrestricted Subsidiary" shall not include any former Unrestricted
         Subsidiary (whether or not listed as such on Schedule 6.17) which, at
         the time in question, is a duly designated Restricted Subsidiary
         pursuant to the provisions of Section 8.4.

                  "Voting Stock" means, with respect to any corporation, any
         class of shares of stock of such corporation having general voting
         power under ordinary circumstances to elect a majority of the board of
         directors of such corporation (irrespective of whether or not at the
         time stock of any other class or classes of such corporation shall have
         or might have voting power by reason of the happening of any
         contingency).

                  "Welfare Plan" means a "welfare plan" as such term is defined
         in section 3(1) of ERISA.

                  "Wholly-Owned" means, with respect to any Subsidiary that,
         except for directors' qualifying shares required by law, 100% of the
         capital stock of such Subsidiary of each class having ordinary voting
         power, and 100% of the capital stock of such Subsidiary of every other
         class, in each case, at the time as of which any determination is being
         made, is owned, beneficially and of record, by the Company, or by one
         or more of the other Wholly-Owned Subsidiaries, or both.

                                      -24-

<PAGE>   30


                  "Year 2000 Problem" means any significant risk that computer
         hardware or software used in the Company's or its Subsidiaries'
         businesses or operations will not, in the case of dates occurring or
         time periods ending after December 31, 1999, function at least as
         effectively as in the case of dates and time periods occurring prior to
         December 31, 1999.

         I.2      Other Interpretive Provisions. (a) The meanings of defined
terms are equally applicable to the singular and plural forms of the defined
terms.

                  (b) The words "hereof", "herein", "hereunder" and similar
words refer to this Agreement as a whole and not to any particular provision of
this Agreement; and subsection, Section, Schedule and Exhibit references are to
this Agreement unless otherwise specified.

                  (c) (i) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.

                      (ii) The term "including" is not limiting and means
         "including without limitation."

                      (iii) In the computation of periods of time from a
         specified date to a later specified date, the word "from" means "from
         and including"; the words "to" and "until" each mean "to but
         excluding", and the word "through" means "to and including."

                  (d) Unless otherwise expressly provided herein, (i) references
to agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications thereto,
but only to the extent such amendments and other modifications are not
prohibited by the terms of any Loan Document, and (ii) references to any statute
or regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting the
statute or regulation.

                  (e) The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

                  (f) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms.

                  (g) This Agreement and the other Loan Documents are the result
of negotiations among and have been reviewed by counsel to the Administrative
Agent, the Company and the other parties, and are the products of all parties.
Accordingly, they shall not be construed against the Banks

                                      -25-

<PAGE>   31


or the Administrative Agent merely because of the Administrative Agent's or
Banks' involvement in their preparation.

         I.3      Accounting Principles. Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied provided, that such determinations
and computations with respect to financial covenants and ratios hereunder, shall
be made, in accordance with GAAP as in effect on the date hereof.


                                   ARTICLE II

                                   THE CREDITS

         II.1     Amounts and Terms of Commitments. (a) The Revolving Credit.
Each Bank severally agrees, on the terms and conditions set forth herein, to
make loans to the Company (each such loan, a "Revolving Loan") from time to time
on any Business Day during the period from the Closing Date to the Revolving
Loan Termination Date, in an aggregate amount not to exceed at any time
outstanding the amount set forth on Schedule 2.1 (such amount as the same may be
reduced under Section 2.5 or as a result of one or more assignments under
Section 11.8, the Bank's "Commitment"); provided, however, that, after giving
effect to any Borrowing and the incurrence or repayment of any other Revolving
Loans, without duplication, the aggregate principal amount of all outstanding
Revolving Loans shall not at any time exceed the Total Commitment; and provided
further, that the aggregate principal amount of any Bank's, outstanding
Revolving Loans shall not at any time exceed such Bank's Commitment. Within the
limits of each Bank's Commitment, and subject to the other terms and conditions
hereof, the Company may borrow under this Section 2.1(a), prepay under Section
2.6 and reborrow under this Section 2.1(a).

                  (b) The Term Credit. Each Bank severally agrees, on the terms
and conditions set forth herein, to make a single loan to the Company (each such
loan, a "Term Loan") such that, on the Transition Date such Bank's Revolving
Loans shall be converted, in whole or in part, into a Term Loan in the amount of
such Bank's Pro Rata Share of the aggregate amount as the Company may request
from the Banks. Each Bank's obligation to make a Term Loan is subject to the
condition that (i) the aggregate principal amount of the Term Loan which any
Bank shall be committed to make hereunder to the Company shall not exceed the
lesser of (A) such Bank's Commitment, as in effect on the Transition Date and
(B) such Bank's Pro Rata Share of the aggregate principal amount of all
Revolving Loans outstanding as of the Transition Date. Amounts borrowed as Term
Loans which are repaid or prepaid by the Company may not be reborrowed. After
making its Term Loan pursuant to this subsection (b), no Bank shall have any
further commitment to lend.

                                      -26-

<PAGE>   32


         II.2     Loan Accounts. (a) The Loans made by each Bank shall be
evidenced by one or more loan accounts or records maintained by such Bank in the
ordinary course of its business. The loan accounts or records maintained by the
Administrative Agent shall be rebuttable presumptive evidence of the amount of
the Loans made by the Banks to the Company and the interest and payments
thereon. To the extent not prohibited by law, any failure so to record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Company hereunder to pay any amount owing with respect to the Loans.

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

         II.3     Procedure for Borrowings.

                  (a) Notices of Borrowing. (i) Subject to clause (ii) of this
subsection 2.3(a), each Borrowing consisting of Revolving Loans and the single
Borrowing of Term Loans shall be made upon the Company's irrevocable notice
delivered to the Administrative Agent (which notice must be received by the
Administrative Agent prior to 10:00 a.m. (San Francisco time) (x) three Business
Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans;
(y) two Business Days prior to the requested Borrowing Date, in the case of CD
Rate Loans, and (z) on the requested Borrowing Date, in the case of Base Rate
Loans. Each such notice given to the Administrative Agent (which shall promptly
give notice thereof to each Bank), shall be by telecopier or by telephone
(confirmed in writing promptly thereafter by the delivery of a Notice of
Borrowing). Notwithstanding the foregoing, no Notice of Borrowing shall be
required for the single Borrowing of Term Loans if such Borrowing of Term Loans
shall be made as Base Rate Loans, except for that notice provided pursuant to
clause (ii) of this Section 2.3(a).

                      (ii) In addition, for a Borrowing of Term Loans, the
         Company shall notify the Administrative Agent at least 5 Business Days
         prior to the Transition Date that pursuant to Section 2.1(b) it wishes
         to convert the Revolving Loans outstanding on the Transition Date, in
         whole or in part, into Term Loans. If such notice is not received by
         such date, the Banks shall have no further obligation to make Term
         Loans.

                                      -27-

<PAGE>   33


                  (b) Funding Mechanics.

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

                      (ii) Each Bank will make the amount of its Pro Rata Share
         of each Borrowing of Revolving Loans available to the Administrative
         Agent for the account of the Company at the Administrative Agent's
         Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date
         requested by the Company in funds immediately available to the
         Administrative Agent. The proceeds of all such Loans will then be made
         available promptly to the Company by the Administrative Agent at such
         office by crediting the account of the Company on the books of the
         Administrative Agent (or elsewhere as the Company may from time to time
         instruct the Administrative Agent) not later than 11:30 a.m. (San
         Francisco time) on the Borrowing Date with the aggregate of the amounts
         made available to the Administrative Agent by the Banks and in like
         funds as received by the Administrative Agent.

                  (c) After giving effect to any Borrowing, there may not be
more than 6 different Interest Periods in effect in respect of Loans.

         II.4     Conversion and Continuation Elections for Loans. (a) The
Company may, upon irrevocable written notice to the Administrative Agent in
accordance with subsection 2.4(b):

                      (i) elect, as of any Business Day, in the case of Base
         Rate Loans, or as of the last day of the applicable Interest Period, in
         the case of any other Type of Loans, to convert any such Loans (or any
         part thereof in an amount not less than $5,000,000, or that is in an
         integral multiple of $1,000,000 in excess thereof) into Loans of any
         other Type; or

                      (ii) elect, as of the last day of the applicable Interest
         Period, to continue any Loans having Interest Periods expiring on such
         day (or any part thereof in an amount not less than $5,000,000, or that
         is in an integral multiple of $1,000,000 in excess thereof);

provided, that if at any time the aggregate amount of CD Rate Loans or Offshore
Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or
conversion of part thereof to be less than $5,000,000, such CD Rate Loans or
Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and
after such date the right of the Company to continue such Loans as, and convert
such Loans into, Offshore Rate Loans or CD Rate Loans, as the case may be, shall
terminate.

                  (b) The Company shall deliver a Notice of Conversion to be
received by the Administrative Agent not later than 10:00 a.m. (San Francisco
time) at least (i) three Business Days in advance of the Conversion/Continuation
Date, if the Loans are to be converted into or continued

                                      -28-

<PAGE>   34


as Offshore Rate Loans; (ii) two Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or continued
as CD Rate Loans; and (iii) on the Conversion/Continuation Date, if the Loans
are to be converted into Base Rate Loans, specifying:

                      (A) the proposed Conversion/Continuation Date;

                      (B) the aggregate amount of Loans to be converted or
                  renewed;

                      (C) the Type of Loans resulting from the proposed
                  conversion or continuation; and

                      (D) other than in the case of conversions into Base Rate
                  Loans, the duration of the requested Interest Period.

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

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

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

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

         II.5     Voluntary Termination or Reduction of Commitments. Prior to
the Transition Date, the Company may, upon not less than five Business Days'
prior notice to the Administrative Agent, terminate the Commitments, or
permanently reduce the Total Commitment in part by an aggregate minimum amount
of $5,000,000 or any multiple of $1,000,000 in excess thereof; unless, after
giving effect thereto and to any prepayments of Loans made on the effective date
thereof, the outstanding aggregate principal amount of all Loans would exceed
the amount of the Total Commitment then in effect. Once reduced in accordance
with this Section, the Total Commitment may not be increased. Any reduction of
the Total Commitment shall be applied to each Bank according to its Pro Rata

                                      -29-

<PAGE>   35


Share. All accrued facility fees to, but not including the effective date of any
reduction or termination of the Total Commitment, shall be paid on the effective
date of such reduction or termination.

         II.6     Optional Prepayments. Subject to Section 4.4, the Company may,
at any time or from time to time, upon not less than three Business Days'
irrevocable notice to the Administrative Agent, ratably prepay Loans in whole or
in part, in minimum amounts of $5,000,000 or any multiple of $1,000,000 in
excess thereof. Such notice of prepayment shall specify the date and amount of
such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent
will promptly notify each Bank of its receipt of any such notice, and of such
Bank's Pro Rata Share of such prepayment. If such notice is given by the
Company, the Company shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein, together
with accrued interest to each such date on the amount prepaid and any amounts
required pursuant to Section 4.4.

         II.7     General. If on any date prior to the Transition Date the
outstanding aggregate principal amount of all Revolving Loans exceeds the Total
Commitment, the Company shall immediately, and without notice or demand, prepay
the outstanding principal amount of the Revolving Loans owed by it to the extent
necessary to eliminate such excess over the Total Commitment.

         II.8     Repayment.

                  (a The Revolving Loans. The Company shall repay to the Banks
on the Revolving Loan Termination Date the aggregate principal amount of all
Revolving Loans outstanding on such date, which payment may be concurrent with
any Borrowing consisting of Term Loans and shall be deemed to be made, in whole
or in part, with the proceeds of any Borrowing of Term Loans.

                  (b The Term Loans. The Company shall repay the Term Loans on
the Termination Date.

         II.9     Interest. (a) Each Loan shall bear interest on the outstanding
principal amount thereof from the applicable Borrowing Date at a rate per annum
equal to the CD Rate, the Offshore Rate or the Base Rate, as the case may be
(and subject to the Company's right to convert to other Types of Loans under
Section 2.4), plus the Applicable Margin.

                  (b Interest on each Loan shall be paid in arrears on each
Interest Payment Date. Interest shall also be paid on the date of any prepayment
of Loans under Section 2.6 for the portion of the Loans so prepaid and upon
payment (including prepayment and repayment of Revolving Loans on the Transition
Date) in full thereof and, during the existence of any Event of Default,
interest shall be paid on demand of the Administrative Agent at the request or
with the consent of the Majority Banks.

                                      -30-

<PAGE>   36


                  (c Notwithstanding subsection (a) of this Section, if any
amount of principal of or interest on any Loan, or any other amount payable
hereunder or under any other Loan Document is not paid in full when due (whether
at stated maturity, by acceleration, demand or otherwise), the Company agrees to
pay interest on such unpaid principal or other amount, from the date such amount
becomes due until the date such amount is paid in full, and after as well as
before any entry of judgment thereon to the extent permitted by law, payable on
demand, at a fluctuating rate per annum equal to the Base Rate plus 2%.

         II.10    Limitation on Interest. It is the intention of the parties
hereto to conform strictly to applicable usury laws and, anything herein to the
contrary notwithstanding, the obligations of the Company to each Bank under this
Agreement and the other Loan Documents shall be subject to the limitation that
payments of interest shall not be required to the extent that receipt thereof
would be contrary to provisions of law applicable to such Bank limiting rates of
interest which may be charged or collected by such Bank. Accordingly, if the
transactions contemplated hereby would be usurious under any Applicable Law
(including the Federal and state laws of the United States of America, or of any
other jurisdiction whose laws may be mandatorily applicable) with respect to any
Bank, then, in that event, notwithstanding anything to the contrary in this
Agreement, it is agreed as follows:

                  (a the following provisions of this Section 2.10 shall govern
and control;

                  (b with respect to the Company, the aggregate of all
consideration that constitutes interest under Applicable Law that is contracted
for, charged or received under this Agreement, or under any of the other Loan
Documents or otherwise in connection herewith or therewith by such Bank, shall
under no circumstances exceed the maximum amount of interest allowed by such
Applicable Law (such maximum lawful interest rate, if any, with respect to such
Bank herein called the "Highest Lawful Rate"), and any excess shall be credited
to the Company by such Bank (or, if such consideration shall have been finally
paid in full, such excess refunded to the Company);

                  (c all sums paid, or agreed to be paid, to such Bank for the
use, forbearance and detention of the indebtedness of the Company to such Bank
hereunder shall, to the extent permitted by such Applicable Law, be amortized,
prorated, allocated and spread throughout the full term of such indebtedness
until payment in full of such indebtedness so that the actual rate of interest
is uniform throughout the full term thereof;

                  (d if, with respect to such Bank, at any time the interest
provided pursuant to Section 2.9, together with any other fees payable to such
Bank pursuant to this Agreement or any other Loan Document and deemed interest
under such Applicable Law, exceeds that amount which would have accrued to such
Bank at the Highest Lawful Rate, the amount of interest and any such fees to
accrue pursuant to this Agreement or any other Loan Document shall be limited,
for such Bank, notwithstanding anything to the contrary in this Agreement or any
other Loan Document, to that amount which would have accrued at the Highest
Lawful Rate, but any subsequent reductions in the

                                      -31-

<PAGE>   37


amount of such interest and/or fees, as applicable, which would otherwise occur
shall not reduce the interest to accrue to such Bank pursuant to this Agreement
and the other Loan Documents below the Highest Lawful Rate until the total
amount of interest accrued pursuant to this Agreement and the other Loan
Documents and such fees deemed to be interest equals the amount of interest
which would have accrued to such Bank if a varying rate per annum equal to the
interest provided pursuant to Section 2.9 had at all times been in effect, plus
the amount of fees which would have been received but for the effect of this
Section 2.10; and

                  (e if the total amount of interest paid or accrued for payment
by the Company together with any other fees payable by the Company pursuant to
this Agreement and the other Loan Documents and deemed interest under Applicable
Law, with respect to such Bank pursuant to this Agreement and the other Loan
Documents under the foregoing provisions of this Section 2.10, is less than the
total amount of interest which would have accrued with respect to the Company if
a varying rate per annum equal to the interest provided to Section 2.9 had at
all times been in effect and all fees provided for in this Agreement and the
other Loan Documents had been paid, then the Company agrees to pay to such Bank,
upon demand, an amount equal to the difference between (i) the lesser of (A) the
amount of interest and fees which would have accrued with respect to the Company
if the Highest Lawful Rate had at all times been in effect, and (B) the amount
of interest and fees which would have accrued with respect to the Company if a
varying rate per annum equal to the interest provided pursuant to Section 2.9
had at all times been in effect and all fees provided for in this Agreement and
the other Loan Documents had been paid and (ii) the amount of interest and fees
paid by the Company in accordance with the other provisions of this Agreement
and the other Loan Documents.

         For purposes of Chapter 1D of Article 5069 of the Texas Credit Title,
Title 79, Vernon's Texas Civil Statutes, as amended (formerly Article 5069-1.04,
Vernon's Texas Civil Statutes, as amended), to the extent, if any, applicable to
a Bank, the Company agrees that the Highest Lawful Rate shall be the applicable
"weekly ceiling" as defined in said Chapter, provided that such Bank may also
rely, to the extent permitted by applicable laws, on alternative maximum rates
of interest under other laws applicable to such Bank if greater. Chapter 346 of
the Texas Finance Code (which regulates certain revolving credit accounts
(formerly Tex. Rev. Civ. Stat. Ann. Art. 5069, Ch. 15)) shall not apply to this
Agreement or the Notes or any other Loan Document.

         II.11    Fees. (a) Arrangement, Agency Fees. The Company shall pay an
arrangement fee to the Arranger for the Arranger's own account, and shall pay an
agency fee to the Administrative Agent for the Administrative Agent's own
account, as required by the letter agreement ("Fee Letter") among the Company
and the Arranger and Administrative Agent dated March 20, 1998.

                  (b Facility Fees. The Company shall pay to the Administrative
Agent for the account of each Bank a facility fee (each a "Facility Fee") on (i)
for any date prior to and including the Transition Date, such Bank's Commitment,
and (ii) for any date after the Transition Date, the

                                      -32-

<PAGE>   38

outstanding principal of such Bank's Term Loan computed on a quarterly basis in
arrears on the last Business Day of each calendar quarter equal to such Bank's
Commitment in effect or the principal amount of such Bank's Term Loan
outstanding, as the case may be, for that quarter as calculated by the
Administrative Agent, times the Applicable Facility Fee Rate for such period.
The Facility Fee shall accrue from the Closing Date to the Termination Date and
shall be due and payable quarterly in arrears on the last Business Day of each
calendar quarter commencing on June 30, 1998 through the Termination Date, with
the final payment to be made on the Termination Date; provided that, (i) in
connection with any reduction or termination of Commitments under Section 2.5
the accrued Facility Fee calculated for the period ending on such date shall
also be paid on the date of such reduction or termination and (ii) the Facility
Fee shall be due and payable on the Transition Date, with the following
quarterly payment being calculated on the basis of the period from such
reduction or termination date or Transition Date to such quarterly payment date.
The Facility Fees provided in this subsection shall accrue at all times after
the above-mentioned commencement date, including at any time during which one or
more conditions in Article V are not met.

         II.12    Computation of Fees and Interest. (a) All computations of
interest for Base Rate Loans when the Base Rate is determined by BofA's
"reference rate" shall be made on the basis of a year of 365 or 366 days, as the
case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed
(which results in more interest being paid than if computed on the basis of a
365-day year). Interest and fees shall accrue during each period during which
interest or such fees are computed from the first day thereof to the last day
thereof.

                  (b Each determination of an interest rate by the
Administrative Agent if made in good faith shall be rebuttable presumptive
evidence of the accuracy thereof.

         II.13    Payments by the Company. (a) All payments to be made by the
Company shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Company shall be made
to the Administrative Agent for the account of the Banks at the Administrative
Agent's Payment Office, and shall be made in dollars and in immediately
available funds, no later than the close of business at the Administrative
Agent's Payment Office on the date specified herein; provided, however, the
Company shall use its best efforts to make all such payments at the
Administrative Agent's Payment Office no later than 2:00 p.m. (San Francisco
time).

                  (b Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the next succeeding day on which the
Administrative Agent is open at its address set forth on Schedule 11.2 for such
purpose, and such extension of time shall in such case be included in the
computation of interest or fees, as the case may be.

                                      -33-

<PAGE>   39


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

         II.14    Payments by the Banks to the Administrative Agent. (a) Unless
the Administrative Agent receives notice from a Bank on or prior to the Closing
Date or, with respect to any Borrowing of Revolving Loans after the Closing
Date, at least one Business Day prior to the date of such Borrowing, that such
Bank will not make available as and when required hereunder to the
Administrative Agent for the account of the Company the amount of that Bank's
Pro Rata Share of such Borrowing, the Administrative Agent may assume that each
Bank has made such amount available to the Administrative Agent in immediately
available funds on the Borrowing Date and the Administrative Agent may (but
shall not be so required), in reliance upon such assumption, make available to
the Company on such date a corresponding amount. If and to the extent any Bank
shall not have made its full amount available to the Administrative Agent in
immediately available funds and the Administrative Agent in such circumstances
has made available to the Company such amount, that Bank shall on the Business
Day following such Borrowing Date make such amount available to the
Administrative Agent, together with interest at the Federal Funds Rate for each
day during such period. A notice of the Administrative Agent submitted to any
Bank with respect to amounts owing under this subsection (a) shall be
conclusive, absent manifest error. If such amount is so made available, such
payment to the Administrative Agent shall constitute such Bank's Loan on the
date of Borrowing for all purposes of this Agreement. If such amount is not made
available to the Administrative Agent on the Business Day following the
Borrowing Date, the Administrative Agent will notify the Company of such failure
to fund and, upon demand by the Administrative Agent, the Company shall pay such
amount to the Administrative Agent for the Administrative Agent's account,
together with interest thereon for each day elapsed since the date of such
Borrowing, at a rate per annum equal to the interest rate applicable at the time
to the Loans comprising such Borrowing.

                  (b The failure of any Bank to make any Loan on any Borrowing
Date shall not relieve any other Bank of any obligation hereunder to make a Loan
on such Borrowing Date, but no Bank shall be responsible for the failure of any
other Bank to make the Loan to be made by such other Bank on any Borrowing Date.

         II.15    Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary,

                                      -34-

<PAGE>   40


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

         II.16    Extension of Transition Date and of Commitments to make
Revolving Loans.

                  (a Subject to the other provisions of this Agreement, the
commitment of each Bank to make Revolving Loans pursuant to Section 2.1(a) shall
be effective for an initial period from the Closing Date to the initial
Transition Date (unless Commitments are terminated earlier pursuant to the
provisions of this Agreement); provided that each scheduled Transition Date, and
concomitantly the commitment of each Bank to make Revolving Loans, may be
extended for successive 364 day periods each expiring on the date which is 364
days from the then current Transition Date. If the Company shall request in a
Certificate of Extension delivered to the Administrative Agent not more than 60
days and not less than 45 days prior to the Transition Date that the Transition
Date be extended for 364 days from the then scheduled Transition Date, then the
Administrative Agent shall promptly notify each Bank of such request and each
Bank shall notify the Administrative Agent, no later than 30 days prior to the
Transition Date, whether such Bank, in the exercise of its sole discretion, will
extend the Transition Date for such additional 364 day period. Any Bank which
shall not timely notify the Administrative Agent whether it will extend the
Transition Date shall be deemed to not have agreed to extend the Transition
Date. No Bank shall have any obligation whatsoever to agree to extend the
Transition Date. Any agreement to extend the Transition Date by any Bank shall
be irrevocable, except as provided in clause (c) of this Section.

                  (b If all Banks notify the Administrative Agent pursuant to
clause (a) of this Section 2.16 of their agreement to extend the Transition
Date, then the Administrative Agent shall so notify each Bank and the Company,
and such extension shall be effective without other or further action by any
party hereto for such additional 364 day period.

                                      -35-

<PAGE>   41


                  (c If the Majority Banks approve the extension of the then
scheduled Transition Date (such Banks agreeing to extend the Transition Date
herein called the "Accepting Banks") and if one or more Banks shall notify, or
be deemed to notify, the Administrative Agent pursuant to clause (a) of this
Section that they will not extend the then scheduled Transition Date (such Banks
herein called the "Declining Banks"), then (A) the Administrative Agent shall
promptly so notify the Company and the Accepting Banks, (B) the Accepting Banks
shall, upon the Company's election to extend the then scheduled Transition Date
in accordance with clause (i) or (ii) below, extend the then scheduled
Transition Date and (C) the Company shall, pursuant to a notice delivered to the
Administrative Agent, the Accepting Banks and the Declining Banks, no later than
5 Business Days before the Transition Date then in effect, either:

                     (i elect to extend the Transition Date with respect to the
                  Accepting Banks and direct the Declining Banks to terminate
                  their Commitments, which termination shall become effective on
                  the date which would have been the Transition Date except for
                  the operation of this Section. On such date, (x) the Company
                  shall deliver a notice of the effectiveness of such
                  termination to the Administrative Agent and each Declining
                  Bank and (y) the Company shall pay in full in immediately
                  available funds all Notes, Loans and other Obligations of the
                  Company owing to the Declining Banks, including any amounts
                  required pursuant to Section 4.4, and (z) upon the occurrence
                  of the events set forth in clauses (x) and (y), the Declining
                  Banks shall each cease to be a Bank hereunder for all
                  purposes, other than for purposes of Sections 4.1, 4.3, 4.4,
                  11.4 and 11.5 and shall cease to have any obligations or any
                  Commitment hereunder, other than to the Administrative Agent
                  pursuant to Article X, and the Administrative Agent shall
                  promptly notify the Accepting Banks and the Company of the new
                  Pro Rata Shares; or

                     (ii elect to extend the Transition Date with respect to the
                  Accepting Banks and, prior to or no later than the then
                  scheduled Transition Date, (A) to replace one or more of the
                  Declining Bank or Declining Banks with another Bank or, if not
                  a Bank, an Eligible Assignee consented to by the
                  Administrative Agent to the extent required by Section 11.8
                  (such banks herein called the "Replacement Banks") and (B) the
                  Company shall pay in full in immediately available funds all
                  Note(s), Loans and other Obligations of the Company owing to
                  any Declining Banks which are not being replaced, as provided
                  in clause (i) above; provided that (x) the Replacement Bank or
                  Replacement Banks shall purchase, and the Declining Bank or
                  Declining Banks which are being so replaced shall sell, such
                  Declining Bank's or Declining Banks' rights and obligations
                  hereunder pursuant to an Assignment and Acceptance for a
                  purchase price equal to the aggregate outstanding principal
                  amount of the Note(s), Loans and other Obligations payable to
                  such Declining Bank or Declining Banks plus any accrued but
                  unpaid interest on such Loans and other Obligations and
                  accrued but unpaid fees or other amounts owing in respect of
                  such Declining Bank's or Declining Banks' Loans and
                  Commitments hereunder, and (y) upon the payment of such
                  amounts referred to in clause (x) and the execution of an
                  Assignment and Acceptance by the Replacement Bank or
                  Replacement Banks and the Declining Bank or Declining Banks so
                  being replaced (which each such Declining Bank

                                      -36-

<PAGE>   42

                  agrees to execute promptly), the Replacement Bank or
                  Replacement Banks shall each constitute a Bank hereunder and
                  such Declining Bank or Declining Banks shall no longer
                  constitute a Bank (other than for purposes of Sections 4.1,
                  4.3, 4.4, 11.4 and 11.5 relating to or arising out of events
                  and occurrences prior to the date of its replacement by the
                  Replacement Bank), and shall no longer have any obligations
                  hereunder, other than to the Administrative Agent pursuant to
                  Article X relating to or arising out of events and occurrences
                  prior to the date of its replacement by the Replacement Bank
                  and the Administrative Agent shall promptly notify the
                  Accepting Banks, the Replacement Banks and the Company of the
                  new Pro Rata Shares.

                     (iii elect to revoke and cancel the extension request in
                  such Certificate of Extension by giving notice of such
                  revocation and cancellation to the Administrative Agent (which
                  shall promptly notify the Banks thereof) no later than 5
                  Business Days prior to the Transition Date then in effect.

         If the Company fails to timely provide the election notice referred to
in this clause (c), the Company shall be deemed to have revoked and canceled the
extension request in the Certificate of Extension and to have elected not to
extend the Transition Date, and, unless the Company shall have fulfilled all
requirements pursuant to this Agreement to convert Revolving Loans to Term Loans
on the then scheduled Transition Date, the Company shall repay in full all
Notes, Loans and Obligations pursuant to this Agreement.

                                   ARTICLE III

                             [INTENTIONALLY OMITTED]


                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         IV.1     Net Payments; Tax Exemptions. (a) All payments by the Company
of principal, interest, fees, indemnities and other amounts payable to any
recipient (each, a "Recipient") hereunder shall be made without set off or
counterclaim and free and clear of, and without withholding or deduction for or
on account of, any present or future Taxes now or hereafter imposed on such
Recipient or its income, property, assets or franchises (such Recipient's
"Recipient's Taxes"), except to the extent that such withholding or deduction
(i) is required by Requirements of Law, (ii) results from the breach by such
Recipient of its Exemption Agreement, if any, (iii) would not be required if
such Recipient's Exemption Representation were true, or (iv) would not be
required if such Recipient were exempt from such withholding or deduction on
account of the prior delivery by such Recipient to the Company of the
appropriate Internal Revenue Service form specified in Section 10.10 claiming

                                      -37-

<PAGE>   43


complete exemption. If any such withholding or deduction is required by
Requirements of Law, the Company will:

                     (A pay to the relevant authorities the full amount so
                  required to be withheld or deducted when and as the same shall
                  become due and payable to such authorities;

                     (B promptly forward to the Administrative Agent and each
                  Affected Bank an official receipt or other documentation
                  satisfactory to the Administrative Agent evidencing such
                  payment to such authorities; and

                     (C except to the extent that such withholding or deduction
                  (i) is for Excluded Taxes, (ii) results from the breach, by a
                  Recipient of a payment, of its Exemption Agreement, if any, or
                  (iii) would not be required if such Recipient's Exemption
                  Representation were true or if such Recipient were exempt from
                  such withholding or deduction on account of the prior delivery
                  by such Recipient to the Company of the appropriate Internal
                  Revenue Service form specified in Section 10.10 claiming
                  complete exemption, pay to the Administrative Agent for the
                  account of the relevant Recipient such additional amount as is
                  necessary to ensure that the net amount actually received by
                  each Recipient will equal the full amount such Recipient would
                  have received had no such withholding or deduction been
                  required.

         (b In consideration of the Company's agreements in Section 4.1(a), each
Bank which is not a US Person hereby agrees (such Bank's "Exemption Agreement"),
to the extent permitted by Requirements of Law (including any applicable double
taxation treaty of the jurisdiction of its incorporation or the jurisdiction in
which its lending office is located), to execute and deliver to the Company, on
or about the first scheduled payment date in each Fiscal Year, a United States
Internal Revenue Service Form 1001 or 4224 (or successor form), as appropriate,
properly completed and claiming a complete or partial exemption, as the case may
be, from withholding or deduction for or on account of "United States Federal
Recipient Taxes" (as defined in the Code) of such Bank.

         (c Each Bank hereby represents and warrants (such Bank's "Exemption
Representation") to the Company that on the date hereof its lending office is
entitled to receive payments of principal of, and interest on, Loans made by
such Bank from such lending office without withholding or deduction for or on
account of such Bank's Recipient Taxes imposed by the United States of America
or any political subdivision thereof.

         IV.2     Illegality. (a) If any Bank determines and notifies the
Administrative Agent that the introduction of any Requirement of Law, or any
change in any Requirement of Law, or in the interpretation or administration of
any Requirement of Law, has made it unlawful, or that any central bank or other
Governmental Authority has asserted that it is unlawful, for any Bank or its
applicable

                                      -38-

<PAGE>   44


Lending Office to make Offshore Rate Loans, then, on notice thereof by the Bank
to the Company through the Administrative Agent, any obligation of that Bank to
make Offshore Rate Loans shall be suspended until the Bank notifies the
Administrative Agent and the Company that the circumstances giving rise to such
determination no longer exist.

                  (b If a Bank determines and notifies the Administrative Agent
that it is unlawful to maintain any Offshore Rate Loan, the Company shall, upon
its receipt of notice of such fact and demand from such Bank delivered by such
Bank through the Administrative Agent, prepay in full such Offshore Rate Loans
of that Bank then outstanding, together with interest accrued thereon and
amounts required under Section 4.4, either on the last day of the Interest
Period thereof, if the Bank may lawfully continue to maintain such Offshore Rate
Loans to such day, or immediately, if the Bank may not lawfully continue to
maintain such Offshore Rate Loan. If the Company is required to so prepay any
Offshore Rate Loan, then concurrently with such prepayment, the Company shall
borrow from the Affected Bank, in the amount of such repayment, a Base Rate
Loan.

                  (c If the obligation of any Bank to make or maintain Offshore
Rate Loans has been so terminated or suspended, the Company may elect, by giving
notice to the Affected Bank through the Administrative Agent that all Loans
which would otherwise be made by the Bank as Offshore Rate Loans shall be
instead Base Rate Loans.

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

         IV.3     Increased Costs and Reduction of Return. (a) If any Bank
determines and notifies the Administrative Agent that, due to either (i) after
the date hereof the introduction of or any change (other than any change by way
of imposition of or increase in reserve requirements included in the calculation
of the CD Rate or the Offshore Rate or in respect of the assessment rate payable
by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation
of any law or regulation or (ii) the compliance by that Bank with any guideline
or request from any central bank or other Governmental Authority (whether or not
having the force of law), promulgated after the date hereof, there shall be any
increase in the cost to such Bank of agreeing to make or making, funding or
maintaining any Offshore Rate Loans or CD Rate Loans then the Company shall be
liable for, and shall from time to time, within 10 days after a demand
(accompanied by a certificate setting forth the basis of such demand) which is
provided to the Administrative Agent and delivered by the Administrative Agent
to the Company, pay to the Administrative Agent for the account of such Bank,
additional amounts as are sufficient to compensate such Bank for such increased
costs.

                  (b If any Bank reasonably shall have determined that (i) after
the date hereof the introduction of any Capital Adequacy Regulation, (ii) after
the date hereof any change in any Capital

                                      -39-

<PAGE>   45


Adequacy Regulation, (iii) after the date hereof any change in the
interpretation or administration of any Capital Adequacy Regulation by any
central bank or other Governmental Authority charged with the interpretation or
administration thereof, or (iv) compliance by the Bank (or its Lending Office)
or any corporation controlling the Bank with any Capital Adequacy Regulation,
affects or would affect the amount of capital required or expected to be
maintained by the Bank or any corporation controlling the Bank and (taking into
consideration such Bank's or such corporation's policies with respect to capital
adequacy and such Bank's desired return on capital) determines that the amount
of such capital is increased as a consequence of its Commitment, loans, credits
or obligations under this Agreement, then, within 10 days after demand of such
Bank to the Company through the Administrative Agent, the Company shall pay to
the Bank, from time to time as specified by the Bank, additional amounts
sufficient to compensate the Bank for such increase.

         IV.4     Funding Losses. The Company shall reimburse each Bank and hold
each Bank harmless from any loss or expense which the Bank may sustain or incur
as a consequence of:

                  (a the failure of the Company to make on a timely basis any
payment of principal of any Offshore Rate Loan or CD Rate Loan;

                  (b the failure of the Company to borrow, continue or convert a
Loan after the Company has given (or is deemed to have given) a Notice of
Borrowing or a Notice of Conversion/ Continuation;

                  (c the failure of the Company to make any prepayment in
accordance with any notice delivered under Section 2.6;

                  (d the prepayment (including pursuant to Sections 2.6, 2.7,
2.16, 4.8 and 4.9) or other payment (including after acceleration thereof) of an
Offshore Rate Loan or a CD Rate Loan on a day that is not the last day of the
relevant Interest Period; or

                  (e the automatic conversion under Section 2.4 of any Offshore
Rate Loan or CD Rate Loan to a Base Rate Loan on a day that is not the last day
of the relevant Interest Period; including any such loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain its Offshore
Rate Loans or CD Rate Loans or from fees payable to terminate the deposits from
which such funds were obtained. For purposes of calculating amounts payable by
the Company to the Banks under this Section and under subsection 4.3(a), (i)
each Offshore Rate Loan made by a Bank (and each related reserve, special
deposit or similar requirement) shall be conclusively deemed to have been funded
at the LIBOR used in determining the Offshore Rate for such Offshore Rate Loan
by a matching deposit or other borrowing in the interbank eurodollar market for
a comparable amount and for a comparable period, whether or not such Offshore
Rate Loan is in fact so funded, and (ii) each CD Rate Loan made by a Bank (and
each related reserve, special deposit or similar requirement) shall be
conclusively deemed to have been funded at the Certificate of Deposit

                                      -40-

<PAGE>   46


Rate used in determining the CD Rate for such CD Rate Loan by the issuance of
its certificate of deposit in a comparable amount and for a comparable period,
whether or not such CD Rate Loan is in fact so funded.

         IV.5     Inability to Determine Rates. If the Administrative Agent
determines that for any reason adequate and reasonable means do not exist for
determining the Offshore Rate or the CD Rate for any requested Interest Period
with respect to a proposed Offshore Rate Loan or CD Rate Loan, or that the
Offshore Rate or the CD Rate applicable pursuant to subsection 2.9(a) for any
requested Interest Period with respect to a proposed Offshore Rate Loan or CD
Rate Loan does not adequately and fairly reflect the cost to the Banks of
funding such Loan, the Administrative Agent will promptly so notify the Company
and each Bank. Thereafter, the obligation of the Banks to make or maintain CD
Rate Loans or Offshore Rate Loans, as the case may be, hereunder shall be
suspended until the Administrative Agent revokes such notice in writing. Upon
receipt of such notice, the Company may revoke any Notice of Borrowing or Notice
of Conversion/Continuation then submitted by it. If the Company does not revoke
such Notice, the Banks shall make, convert or continue the Loans, as proposed by
the Company, in the amount specified in the applicable notice submitted by the
Company, but such Loans shall be made, converted or continued as CD Rate Loans
instead of Offshore Rate Loans, or as Base Rate Loans instead of CD Rate Loans ,
as the case may be.

         IV.6     Notice of Claim. Promptly after any Bank becomes aware of any
event that would entitle it to compensation under Section 4.1, Section 4.3 or
Section 4.4, such Bank shall notify the Company thereof; provided, that the
failure to give such notice shall not affect such Bank's rights under Section
4.1, Section 4.3 or Section 4.4.

         IV.7     Certificates of Banks. Any Bank claiming reimbursement or
compensation under Section 4.4 shall provide to the Administrative Agent for
delivery by the Administrative Agent to the Company a certificate setting forth
in reasonable detail the basis of such claim and the amount payable to the Bank
hereunder and such certificate if made in good faith shall be rebuttable
presumptive evidence of the accuracy of such claim.

         IV.8     Replacement of Certain Banks. In the event that any Bank(s) is
an Affected Bank, such Bank(s) may accept a purchase offer as described
hereinafter. If the Company shall find one or more banks that, if not a Bank,
are each an Eligible Assignee consented to by the Administrative Agent to the
extent required by Section 11.8, and that unconditionally offer in writing (with
a copy to the Administrative Agent) collectively to assume all of such Affected
Bank's obligations hereunder and to purchase all of such Affected Bank's rights
hereunder and principal and interest in the Loans owing to such Bank(s) and the
Notes, if any, held by such Affected Bank(s)without recourse, representation or
warranty (other than as provided in Exhibit E) for an amount to be received by
such Affected Bank(s) equal to the principal amount of such Affected Bank's Note
and Loans plus interest accrued thereon to the date of such purchase plus any
other amounts then payable hereunder on a date therein specified, then upon
acceptance of such purchase offer, the Company shall be obligated to pay

                                      -41-

<PAGE>   47


the amounts and Taxes to such Affected Bank(s) pursuant to Article IV to the
date of such purchase (at which time such Affected Bank shall cease to be a Bank
hereunder); provided, that (a) if an Affected Bank accepts the proposed purchase
offer and the proposed purchasing bank(s) fails to purchase such rights and
interest and to assume such obligations on such specified date in accordance
with the terms of such offer, the Company shall continue to be obligated to pay
the amounts or Taxes to such Affected Bank pursuant to Section 4.1 and/or
Section 4.3, and (b) if such Affected Bank fails to accept such purchase offer,
the Company shall not be obligated to pay to such Bank such amounts pursuant to
Article IV for the period from the date of such purchase offer with respect to
claims pursuant to Section 4.1 and/or 4.3 existing as of such date, and such
Affected Bank shall no longer be an Affected Bank with respect to claims
pursuant to Section 4.1 and/or Section 4.3 existing as of the date of its
failure to accept such purchase.

         IV.9     Deletion of Certain Banks. In the event that any Bank shall be
an Affected Bank, such Bank may be deleted from this Agreement, at the option of
the Company; provided, that no Event of Default has occurred and is continuing
or would result therefrom, and that immediately following such deletion there
will be no other Affected Bank or Bank so claiming payment and the aggregate
Commitments of the remaining Banks will be at least 80% of the Total Commitment
existing immediately before such deletion. The deletion shall be effective on a
date (which shall be a Business Day) specified by the Company in a notice to the
Administrative Agent, such Bank and the other Banks to be given at least 10
Business Days before such date, if (a) all principal of and interest on the
Loans of such Bank and all other amounts payable to such Bank are paid in full
pursuant to the terms hereof on such date specified by the Company, and (b) the
Commitment of such Bank is permanently terminated as of such date. Upon and
after the date such deletion becomes effective, such Bank shall no longer be a
party to this Agreement or be included as a "Bank" except for purposes of claims
pursuant to Sections 4.1, 4.3, 4.4, 11.4 and 11.5 relating to or arising out of
events and occurrences prior to the date its deletion becomes effective.

         IV.10    Survival. The provisions of Section 4.1, Section 4.3 and
Section 4.4 shall survive the payment of all other Obligations for a period of
two years.

                                    ARTICLE V

                              CONDITIONS PRECEDENT

         V.1      Conditions of Initial Borrowing. The obligation of each Bank
to make its initial Loan hereunder is subject to the prior satisfaction of the
conditions set forth below:

                  (a Delivery of Documents. The Administrative Agent shall have
received all of the following, in form and substance satisfactory to the
Administrative Agent:

                                      -42-

<PAGE>   48


                      (i Credit Agreement and Notes. This Agreement (in
                  sufficient copies for each Bank) and the Notes executed by
                  each party thereto;

                      (ii Officer's Certificate. The signed certificate of the
                  President or a Vice President or the Treasurer and the
                  Secretary or an Assistant Secretary of the Company, dated the
                  Closing Date, certifying as to, among other things:

                          (A Copies of the resolutions of the board of directors
                      of the Company authorizing the transactions contemplated
                      hereby;

                          (B the names and true signatures of the officers of
                      the Company authorized to execute, deliver and perform, as
                      applicable, this Agreement, all other Loan Documents,
                      Notices of Borrowing, Notices of Conversion/Continuation
                      and other documents, instruments and certificates to be
                      delivered by the Company hereunder or pursuant to any Loan
                      Document;

                          (C the names and true signatures of the employees of
                      the Company who, in addition to those officers set forth
                      in subsection (B) above, are authorized to execute and
                      deliver Notices of Borrowing, Notices of
                      Conversion/Continuation and other documents (except for
                      Loan Documents) related to and required for any Borrowing;
                      and

                          (D the certificate of incorporation and the bylaws of
                      the Company as in effect on the Closing Date.

                       (iii Organization Documents; Good Standing. Each of the
                  following documents:

                            (A the signed long-form certificate for the Company
                       from the Secretary of State of the State of Delaware
                       listing the Certificate of Incorporation and each
                       amendment, if any, thereto, on file in his office and
                       stating that such documents are the only charter
                       documents of the Company on file in his office and that
                       the Company is duly incorporated and in good standing in
                       the State of Delaware, and has filed all franchise tax
                       returns and has paid all franchise taxes required by law
                       to be filed and paid by the Company as of the date of his
                       certificate; and

                            (B signed certificates of the Secretaries of State
                       (or other appropriate officials) of each appropriate
                       State set forth on Schedule 5.1, dated reasonably near
                       the Closing Date, certifying that the Company is duly
                       qualified and in good standing as a foreign corporation
                       in such State.

                                      -43-

<PAGE>   49


                  (iv Legal Opinions.

                      (A a signed copy for each Bank of an opinion of Andrews &
                  Kurth L.L.P., counsel to the Company, dated the Closing Date
                  addressed to the Administrative Agent and the Banks,
                  substantially in the form of Exhibit D-1 with such changes (if
                  any) therein as may be acceptable to the Administrative Agent;

                      (B a signed copy for each Bank of an opinion of Peer L.
                  Anderson, General Counsel of the Company, dated the Closing
                  Date in the form of Exhibit D-2, with such changes (if any)
                  therein as may be acceptable to the Administrative Agent;

                      (C a signed copy for each Bank of a favorable opinion of
                  Mayer, Brown & Platt, special counsel to the Administrative
                  Agent dated the Closing Date; and

                      (D a signed copy for each Bank of an opinion of Carlos E.
                  Padron Amare, General Counsel for PDVSA, dated a date
                  reasonably near the Closing Date, in the form of Exhibit D-3,
                  with such changes (if any) therein as may be acceptable to the
                  Administrative Agent.

                  (b Pending Litigation. There shall be no threatened or pending
litigation, inquiry, or investigation contesting this Agreement, the other Loan
Documents, or any transaction contemplated by any of the above.

                  (c No Material Adverse Effect. Except as disclosed in the
financial statements referred to in Section 6.13 or in Schedule 6.5 or Schedule
6.13, as in effect on the date hereof, no event shall have occurred and no
condition shall exist, which could reasonably be expected to have a Material
Adverse Effect and no change shall have occurred since December 31, 1997 which
has had a Material Adverse Effect.

                  (d Regulatory Approvals. All regulatory approvals (including
from the Central Bank, Ministry of Finance or any other regulatory authority in
Venezuela) required, if any, to be obtained by the Company, PDVSA or any
Affiliate of the Company in connection with this Agreement, or any transaction
contemplated hereby or connected herewith, shall have been obtained and copies
thereof shall have been delivered to the Administrative Agent.

                  (e Insurance. The Company shall have furnished to the
Administrative Agent certificates of insurance demonstrating that the Company
and each of its Subsidiaries has procured with responsible insurance companies
insurance with respect to its properties and business (including business
interruption insurance) against such casualties and contingencies and of such
types, in such amounts and with such deductibles as is required by Section 7.5.

                                      -44-

<PAGE>   50


                  (f Payment of Fees. The Administrative Agent shall have
received the Fee Letter, duly executed by the Company, and payment by the
Company of all accrued and unpaid fees, costs and expenses to the extent due and
payable on the Closing Date, together with Attorney Costs of BofA to the extent
invoiced prior to or on the Closing Date (provided that such invoiced amount
shall not thereafter preclude final settling of accounts between the Company and
BofA), including any such costs, fees and expenses arising under or referenced
in Sections 2.11 and 11.4.

                  (g Credit Agreement. The Company and the other parties thereto
shall have executed and delivered the $400,000,000 Credit Agreement and the
"Closing Date" under the $400,000,000 Credit Agreement shall have occurred, or
shall concurrently occur.

                  (h Existing Revolving Credit Agreement. The Administrative
Agent shall have received evidence that the Existing Revolving Facility Banks
shall have concurrently been paid all obligations and payments owed them
pursuant to the Existing Revolving Credit Agreement and all commitments of the
Existing Revolving Banks thereunder have terminated.

                  (i Certificate. The Administrative Agent shall have received a
certificate in form and substance satisfactory to it , signed by a Responsible
Officer, dated as of the Closing Date stating that:

                     (A the representations and warranties contained in Article
                  VI are true and correct on and as of such date, as though made
                  on and as of such date;

                     (B) no Default or Event of Default exists; and

                     (C) there has occurred since December 31, 1997, no event or
                  circumstance that has resulted or could reasonably be expected
                  to result in a Material Adverse Effect.

                  (j) Other Documents. The Administrative Agent shall have
received such other approvals, opinions, documents or materials as the
Administrative Agent or any Bank may reasonably request.

         V.2      Conditions to All Loans, Conversions and Continuations. The
obligation of each Bank to make any Loan, including its initial Loan, to convert
its Revolving Loans into a Term Loan, or to continue or convert any Loan,
including its initial Loan and its Term Loan, is subject to the satisfaction of
the following conditions precedent on the relevant Borrowing Date,
Conversion/Continuation Date or Transition Date:

                  (a) Notice; Application. The Administrative Agent shall have
received a Notice of Borrowing or a Notice of Conversion/Continuation, as
applicable.

                                      -45-

<PAGE>   51


                  (b) Continuation of Representations and Warranties. If there
is any Borrowing of Revolving Loans, or any Borrowing of Term Loans as CD Rate
Loans or Offshore Rate Loans on the Transition Date, or if there is any
continuation of any Loan as, or conversion of any Loan into, a CD Rate Loan or
an Offshore Rate Loan, in each case requested pursuant to subsection (a) of this
Section 5.2, the representations and warranties in Article VI (except for
Section 6.6) shall be true and correct in all material respects on and as of
such Borrowing Date, Conversion/Continuation Date or Transition Date, as the
case may be, with the same effect as if made on and as of such Borrowing Date,
Conversion/Continuation Date or Transition Date (except to the extent such
representations and warranties expressly refer to an earlier date, in which case
they shall be true and correct in all material respects as of such earlier
date). Each Conversion/Continuation Notice which continues any Loan as, or
converts any Loan into, a CD Rate Loan or an Offshore Rate Loan and each Notice
of Borrowing submitted by the Company hereunder shall constitute a
representation and warranty by the Company hereunder, as of the date of each
such notice and as of each Borrowing Date, Conversion/Continuation Date or
Transition Date, as the case may be, that the conditions in Sections 5.2(b) and
(c) are satisfied.

                  (c) No Existing Default. If there is any Borrowing of
Revolving Loans, or any Borrowing of Term Loans as CD Rate Loans or Offshore
Rate Loans on the Transition Date, or if there is any continuation of any Loan
as, or conversion of any Loan into, a CD Rate Loan or an Offshore Rate Loan
requested pursuant to subsection (a) of this Section 5.2, no Default or Event of
Default shall exist or shall result from such Borrowing or continuation or
conversion.

         V.3      Condition to Term Loan. The obligation of each Bank to make
its Term Loan is, in addition to the conditions precedent specified in Section
5.2 hereof, subject to the conditions precedent that the Company shall have
delivered to the Administrative Agent that certain notice required pursuant to
clause (ii) of subsection 2.3(a).


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

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

         VI.1     Corporate Existence; Power; Compliance with Laws.

                  (a) the Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware, and each
Subsidiary of the Company is a corporation or partnership, as the case may be,
duly incorporated or otherwise formed, validly existing and (in the

                                      -46-

<PAGE>   52


case of corporate Subsidiaries) in good standing under the laws of the state of
its incorporation or other formation;

                  (b) the Company has all requisite corporate power and
authority , governmental licenses, authorizations, consents and approvals to own
its assets, carry on its business as currently conducted, to execute, deliver,
and perform its obligations under the Loan Documents, and to issue the Notes in
the manner and for the purpose contemplated by this Agreement, and each
Subsidiary has all requisite corporate or partnership, as the case may be, power
and authority to own its assets and to carry on the business in which it is
engaged;

                  (c) the Company and each Subsidiary of the Company is duly
qualified as a foreign Person authorized to do business and is licensed and in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
or license other than where the failure to be so qualified or in good standing
would not reasonably be expected to have a Material Adverse Effect; and

                  (d) the Company and each of its Subsidiaries is in compliance
in all material respects with all Requirements of Law, except to the extent that
the failure to do so would not reasonably be expected to have a Material Adverse
Effect.

         VI.2     Corporate Authorization; No Contravention. The execution,
delivery and performance by the Company of the Loan Documents have been duly
authorized by all necessary corporate action, and do not and will not:

                  (a) contravene the terms of any of the Company's Organization
Documents;

                  (b) result in any breach or contravention of, or result in the
creation of any Lien under, any document evidencing any Contractual Obligation
to which the Company is a party or any order, injunction, writ or decree of any
Governmental Authority to which the Company or its property is subject (other
than such violations, breaches, defaults or Liens which would not reasonably be
expected to have a Material Adverse Effect); or

                  (c) violate any Requirement of Law.

         VI.3     Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary for the validity of the execution, delivery
or performance by, or enforcement against, the Company of this Agreement or any
Note other than routine informational filings with the SEC and/or other
Governmental Authorities.

         VI.4     Binding Effect. This Agreement and (when executed and
delivered for value) each other Loan Document constitute the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except as limited by applicable

                                      -47-

<PAGE>   53


bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability, and by judicial discretion regarding the
enforcement of or any applicable laws affecting remedies (whether considered in
a court of law or a proceeding in equity).

         VI.5     Litigation. No litigation (including derivative actions),
arbitration proceedings or governmental proceedings are pending or, to the best
knowledge of the Company after due inquiry, threatened against the Company or
any Subsidiary which would, if adversely determined, reasonably be expected to
result in liability to the Company and its Subsidiaries in excess of $5,000,000
(net of actual insurance coverage or effective indemnification with respect
thereto), except as set forth (including estimates of the dollar amounts
involved, if practicable,) in Schedule 6.5. Neither the Company nor any of its
Subsidiaries has knowledge of any material contingent liabilities, including
those disclosed in the financial statements referred to in Section 6.13 or in
Schedule 6.5., which would reasonably be expected to have a Material Adverse
Effect.

         VI.6     No Default. No Default or Event of Default exists. As of the
Closing Date, neither the Company nor any Subsidiary is in default under or with
respect to its Organization Documents or any Contractual Obligation in any
respect which, individually or together with all other such defaults, would
reasonably be expected to have a Material Adverse Effect.

         VI.7     Fire, Strike, Act of God, etc. Neither the business nor the
properties of the Company or any of its Subsidiaries are now affected by any
fire, explosion, accident, labor controversy, strike, lockout or other dispute,
drought, storm, hail, earthquake, embargo, act of God or of the public enemy or
other casualty which would reasonably be expected to have a Material Adverse
Effect, or if any such existing event or condition were to continue for more
than 30 additional days (unless in the reasonable opinion of the Company such
event or condition is not likely to continue for such period) would reasonably
be expected to have a Material Adverse Effect.

         VI.8     Liens. None of the properties or assets of the Company or the
Restricted Subsidiaries is subject to any Lien except for Permitted Liens.

         VI.9     ERISA. Each Plan and, to the best of the Company's knowledge,
each Multiemployer Plan, complies in all material respects with all Requirements
of Law and,

                  (a) no Reportable Event for which the PBGC has not waived the
30-day notice requirement has occurred with respect to any Plan or, to the best
of the Company's knowledge, any Multiemployer Plan;

                  (b) no steps have been taken to terminate any Plan which could
result in the Company's making a contribution, or incurring a liability or
obligation, to such Plan in excess of $10,000,000; no steps have been taken to
appoint a receiver to administer any such Plan; to the best of the Company's
knowledge, no steps have been taken to terminate or appoint a receiver to

                                      -48-

<PAGE>   54


administer any Multiemployer Plan which could result in the Company's making a
contribution, or incurring a liability or obligation, to such Multiemployer Plan
in excess of $10,000,000; and neither the Company nor any Related Person has
withdrawn from any such Multiemployer Plan or initiated steps to do so;

                  (c) There is no Unfunded Vested Liability with respect to any
Plan or, to the best of the Company's knowledge, any Multiemployer Plan, that
would reasonably be expected to have, in the event of termination of such Plan
or withdrawal from such Multiemployer Plan, a Material Adverse Effect; and

                  (d) no contribution failure has occurred with respect to any
Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; no
condition exists or event or transaction has occurred with respect to any Plan
which would reasonably be expected to have a Material Adverse Effect; and
neither the Company nor any of its Subsidiaries has any contingent liability
with respect to any post-retirement benefit under a Welfare Plan, other than
liability for continuation coverage described in Part 6 of Title I of ERISA,
that would reasonably be expected to have a Material Adverse Effect.

         VI.10    Use of Proceeds; Margin Regulations. The proceeds of the Loans
are to be used solely for purposes not in contravention of subsection 8.1(e) or
subsection 8.1(i) or subsection 8.3(c). Not more than 25% of the assets of the
Company consists of any Margin Stock, and no part of the proceeds of any Loan
will be used to buy or carry any Margin Stock. Neither the Company nor any
Subsidiary is generally engaged in the business of buying or selling Margin
Stock or extending credit for the purpose of buying or carrying Margin Stock.

         VI.11    Title to Properties. Each of the Company and each of its
Subsidiaries (i) has valid fee title to, or valid leasehold interests in, all
material real property, and has good and valid title to all of its respective
material personal properties and assets, of any nature whatsoever which are
reflected on the audited balance sheet referred to in Section 6.13 or acquired
by the Company or such Subsidiary after the date thereof except for assets sold,
transferred or otherwise disposed of since such date in the ordinary course of
business, except for such defects in title as would not, individually or in the
aggregate, be reasonably expected to have a Material Adverse Effect, and (ii)
each of the Company and each of its Subsidiaries owns or holds all permits
necessary to construct, own, operate, use and maintain its property and assets
and to conduct its business as now conducted except where the failure to have
such interest or title or to own or hold such permit would not reasonably be
expected to have a Material Adverse Effect.

         VI.12    Taxes. The Company and each Subsidiary has filed (or obtained
extensions with respect to the filing of) all United States federal income tax
returns and all other material tax returns which are required to be filed by it
and has paid all taxes as shown on such returns or pursuant to any assessment
received by the Company or any Subsidiary , except to the extent the same may be
contested in good faith and for which reserves have been established to the
extent required by GAAP.

                                      -49-

<PAGE>   55


The charges, accruals and reserves on the books of the Company and each
Subsidiary in respect of Taxes and other governmental charges are adequate to
the best knowledge of the Company.

         VI.13    Financial Condition. (a) The audited consolidated financial
statements of the Company and its consolidated Subsidiaries dated December 31,
1997, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for the fiscal year ended on that date:

                      (i) were prepared in accordance with GAAP consistently
         applied throughout the period covered thereby, except as otherwise
         expressly noted therein; and

                      (ii) fairly present the financial position of the Company
         and its consolidated Subsidiaries as of the date thereof and results of
         operations for the period covered thereby.

                  (b) Since December 31, 1997, no events or conditions have
occurred which would reasonably be expected to have a Material Adverse Effect,
except as disclosed on Schedule 6.13 or on Schedule 6.5.

         VI.14    Environmental Matters. The Company and its Subsidiaries are
each in compliance in all material respects with all Federal, state and local
laws and regulations (i) now applicable to the Company or any Subsidiary, or
(ii) which, to the best knowledge of the Company will be applicable (or, if not
in compliance with such laws and regulations referred to in this clause (ii),
the Company or such Subsidiary is taking appropriate action diligently pursued
to be in compliance therewith on a timely basis or to be exempt from
compliance), relating to pollution control and environmental contamination,
including all laws and regulations governing the generation, use, collection,
treatment, storage, transportation, recovery, removal, discharge or disposal of
Hazardous Materials, except to the extent that the failure to comply or take
such action would not reasonably be expected to have a Material Adverse Effect.
Except as disclosed on Schedule 6.14 (as updated from time to time), (A) there
are no presently outstanding allegations by governmental officials that the
Company or any of its Subsidiaries is now or at any time prior to the date
hereof was in material violation of such laws or regulations, (B) there are no
material administrative or judicial proceedings presently pending against the
Company or any of its Subsidiaries pursuant to such laws or regulations, and (C)
there is no material claim presently outstanding against the Company or any of
its Subsidiaries which was asserted pursuant to such laws or regulations that in
each case would reasonably be expected to result in a liability to the Company
or any Subsidiary in excess of $20,000,000 or $50,000,000 in the aggregate for
all such claims (net in each case of actual insurance coverage or effective
indemnification with respect thereto). Except as disclosed in Schedule 6.14 (as
updated from time to time), the Company reasonably believes that no facts or
circumstances known to it or any Subsidiary could form the basis for the
assertion of any material claim against the Company or any Subsidiary relating
to environmental matters, including any material claim arising from past or
present environmental practices asserted under CERCLA, RCRA, or any
Environmental Law that in each case

                                      -50-

<PAGE>   56


would reasonably be expected to result in a liability to the Company or any
Subsidiary in excess of $20,000,000 or $50,000,000 in the aggregate for all such
claims (net in each case of actual insurance coverage or effective
indemnification with respect thereto).

         VI.15    Regulated Entities. None of the Company, any Person
controlling the Company, or any Subsidiary, is an "Investment Company" within
the meaning of the Investment Company Act of 1940. The Company is not subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or any state public utilities code.

         VI.16    Copyrights, Patents, Trademarks and Licenses, etc. The Company
or its Subsidiaries own or are licensed or otherwise have the right to use all
of the patents, trademarks, trade names, copyrights, contractual franchises,
authorizations and other rights that are reasonably necessary for the operation
of their respective businesses as currently conducted (other than where the
failure to so own, be licensed or have the right to use would reasonably be
expected to have a Material Adverse Effect). To the best knowledge of the
Company, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Company or any Subsidiary infringes upon any rights held by any
other Person, except for any such infringement that would not reasonably be
expected to have a Material Adverse Effect.

         VI.17    Subsidiaries. The Company has no Subsidiaries on the date
hereof other than those disclosed in Schedule 6.17 hereto.

         VI.18    Key Contracts. The Company has delivered to the Administrative
Agent true, correct and complete copies of the Key Contracts as in effect on the
date hereof, including in each case all amendments thereto, assignments thereof
and waivers of any Material Terms thereof. Each of the Crude Supply Agreement
and the Supplemental Crude Supply Agreement has been duly authorized, executed
and delivered by the Company. The CRCCLP Crude Supply Agreement has been duly
authorized, executed and delivered by CRCCLP. Each of the Key Contracts has been
duly authorized, executed and delivered by the parties thereto that are
Affiliates of the Company and, to the best knowledge of the Company, the other
parties thereto, and is in full force and effect in all material respects. To
the best knowledge of the Company, no event has occurred and is continuing which
would constitute, or with the giving of notice or lapse of time or both would
constitute, an event of default on the part of the Company, CRCCLP, CIVESCO or
Petroleos under the Key Contracts or would give any Person the right to
terminate or to modify the terms of any thereof in a manner which would
reasonably be expected to have a Material Adverse Effect.

         VI.19    Solvency. The Company has capital sufficient to carry on its
business and transactions and all business and transactions in which it is about
to engage and is now solvent and able to pay its respective debts as they
mature, and the Company now owns property having a value, both at fair valuation
and at present fair salable value, greater than the amount required to pay its
existing debts.

                                      -51-

<PAGE>   57


         VI.20    Full Disclosure. None of the representations or warranties
made by the Company or any Subsidiary in this Agreement as of the date such
representations and warranties are made or deemed made, and none of the factual
information (taken as a whole) contained in any written notice, exhibit, report,
statement or certificate furnished by or on behalf of the Company or any
Subsidiary in connection with this Agreement (including the offering and
disclosure materials delivered by or on behalf of the Company to the Banks prior
to the Closing Date), contains any untrue statement of a material fact or omits
any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they are
made, not misleading as of the time when made or delivered.

         VI.21    Addressing the Year 2000 Problem. The Company is developing a
program to address on a timely basis the Year 2000 Problem. In connection with
developing this program, the Company has reviewed its operations and those of
its Subsidiaries with a view to assessing whether its or its Subsidiaries'
respective businesses will, in the receipt, transmission, processing,
manipulation, storage, retrieval, retransmission or other utilization of data,
be vulnerable to a Year 2000 Problem.

Based on such review, the Company has no reason to believe that a Material
Adverse Effect will occur with respect to its or its Subsidiaries' businesses or
operations resulting from a Year 2000 Problem.


                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Banks
waive compliance in writing:

         VII.1    Financial Statements. The Company shall deliver to the
Administrative Agent and concurrently therewith to each Bank (in accordance with
Section 11.2, which shall be deemed received by each Bank when received by the
Administrative Agent):

                  (a) as soon as available and in any event within 120 days
after the end of each Fiscal Year, (A) audited consolidated financial statements
of the Company and its consolidated Subsidiaries, in each case setting forth, in
comparative form, the corresponding figures for the preceding Fiscal Year and
certified, without Impermissible Qualification, by independent certified public
accountants of recognized national standing and reputation selected by the
Company or otherwise reasonably acceptable to the Administrative Agent, (B)
consolidated financial information accompanied by consolidating statements with
eliminating entries for the Company and its Restricted Subsidiaries with
disclosure in an explanatory footnote for eliminating entries and a report from
independent accountants stating that such information has been subjected to the
same auditing

                                      -52-

<PAGE>   58


procedures applied in the audit of the basic consolidated financial statements
of the Company and its consolidated Subsidiaries and providing an opinion as to
the fairness of the presentation of such information in all material respects in
relation to the Company's consolidated financial statements taken as a whole, in
each case for purposes of clauses (A) and (B) consisting of a balance sheet as
at the end of such Fiscal Year and statements of income and retained earnings
and statements of cash flows and (C) with respect to the audited consolidated
financial statements of the Company and its consolidated Subsidiaries and the
consolidated financial information of the Company and its Restricted
Subsidiaries, a report from such accountants addressed to the Company's
management containing a review of the Company's calculations which show
compliance with each of the financial ratios and restrictions contained in
Section 8.2 and affirmatively indicating that, while the audit of the
consolidated financial statements of the Company and its consolidated
Subsidiaries was not directed primarily toward obtaining knowledge of such
compliance with these specific financial ratios and restrictions, such
accountants have not become aware of events or transactions that would render
such calculations unreliable or misleading; and

                  (b) as soon as available and in any event within 60 days after
the end of each Fiscal Quarter (except the last Fiscal Quarter of each Fiscal
Year), (A) internal financial working papers in the form of consolidating
financial statements and such other financial information as may customarily be
prepared by or on behalf of the Company with respect to each Unrestricted
Subsidiary with assets in excess of $50,000,000, (B) consolidated financial
statements of the Company and its consolidated Subsidiaries, and (C)
consolidated financial information (consolidating statements with eliminating
entries for Unrestricted Subsidiaries) of the Company and its Restricted
Subsidiaries, in each case consisting of a balance sheet as at the end of such
quarter and statements of income, retained earnings, and cash flows for such
Fiscal Quarter then ended and for the Fiscal Year through such quarter, setting
forth in comparative form the corresponding figures for the corresponding dates
and periods of the preceding Fiscal Year, all in reasonable detail and certified
(subject to year-end audit adjustments) by an authorized financial officer of
the Company to the best of such officer's knowledge and belief as fairly
presenting in accordance with GAAP (to the extent applicable) the financial
position and results of operations of such Unrestricted Subsidiary, the Company
and its consolidated Subsidiaries or the Company and its Restricted
Subsidiaries, as the case may be, as at the date thereof and for the period
covered thereby (provided, that footnotes to such financial statements will not
be required) consistently applied (except as noted therein); but

                  (c) notwithstanding the preceding provisions of this Section
7.1, if and so long as the Company shall file regular and periodic reports with
the SEC pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934,
delivery to the Administrative Agent of copies of its reports on Forms 10K and
10Q promptly following filing thereof with the SEC shall constitute full
compliance with this Section 7.1.

         VII.2    Certificates; Other Information. The Company shall furnish to
the Administrative Agent:

                                      -53-

<PAGE>   59

                  (a) concurrently with the delivery of the financial statements
(or reports on Forms 10K or 10Q, as the case may be) referred to in subsections
7.1(a) and (b) or (c), as the case may be, a Compliance Certificate
substantially in the form of Exhibit C, executed by a Responsible Officer;

                  (b) promptly, to the extent not provided pursuant to Section
7.1(c), copies of all financial statements and regular, periodic or special
reports (including registration statements (without exhibits) and Forms 10K, 10Q
and 8K) that the Company or any Subsidiary may make to, or file with, the SEC;
and

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

         VII.3    Notices. The Company shall notify the Administrative Agent and
each Bank in writing:

                  (a) as soon as possible and in any event within 5 Business
Days after the Company becomes aware of the occurrence of any Default, the
statement of the President, any Vice President or the Treasurer of the Company
setting forth the details of each such Default which has occurred and the action
which the Company has taken and proposes to take with respect thereto;

                  (b) forthwith upon learning thereof, a description of (A) the
institution of any litigation, arbitration proceeding or governmental proceeding
to which the Company or any Subsidiary of the Company is a party that, if
adversely determined, would reasonably be expected to result in a liability to
the Company or any Subsidiary of the Company in excess of $25,000,000 (net of
actual insurance coverage or effective indemnification with respect thereto) and
(B) any material adverse determination as to liability or amount of damages in
any such litigation, arbitration proceeding or proceeding;

                  (c) promptly upon learning thereof, a description of the
institution of any steps by the Company or any other Person to terminate any
Plan or any Multiemployer Plan, or the appointment of a receiver to administer
any Plan or any Multiemployer Plan, or the withdrawal by the Company or any
Related Person from any Multiemployer Plan, or the failure to make a required
contribution to any Plan if such failure is sufficient to give rise to a Lien
under section 302(f) of ERISA, or the taking of any action with respect to a
Plan which could result in the requirement that the Company furnish a bond or
other security to the PBGC or such Plan, or the occurrence of any event with
respect to any Plan which could reasonably be expected to result in the
incurrence by the Company of any material liability, fine or penalty, or any
material increase in the contingent liability of the Company with respect to any
post-retirement Welfare Plan benefit; and

                                      -54-

<PAGE>   60


                  (d) within 10 Business Days after the close of a Material
Acquisition by the Company or any Subsidiary, the most recent annual and
quarterly financial reports of the acquired entity which are available to the
Company, and, a summary of the environmental due diligence work done for or by
the Company in connection with such Material Acquisition (it being understood
that any Person(s) engaged by the Company to prepare such a summary and to
complete such due diligence must be of recognized national standing in the
environmental field).

         VII.4    Preservation of Corporate Existence, Etc. The Company shall,
and shall cause each Subsidiary to, except for any sale, dissolution,
liquidation or merger not otherwise prohibited hereby, preserve and maintain its
existence and good standing and its rights, privileges and franchises under the
laws of its state or jurisdiction of incorporation or other formation, and
remain qualified as a foreign Person authorized to do business in each other
jurisdiction in which the failure to so qualify would reasonably be expected to
have a Material Adverse Effect.

         VII.5    Insurance. The Company shall maintain, and cause each
Subsidiary to maintain, or obtain on its behalf (to the extent available at
commercially reasonable rates), with Lloyds of London, or with other financially
sound and reputable insurers with (i) an A.M. Best Rating of B+ or higher (or an
equivalent rating) and a surplus of at least $10,000,000, or (ii) any alien
insurer, reasonably acceptable to the Administrative Agent, whose name appears
on the most current non-admitted insurance carrier listing published by the
National Association of Insurance Commissioners, insurance with respect to their
respective properties and businesses against such liabilities, casualties, risks
and contingencies (including business interruption insurance) in such types and
with such reasonable deductibles as are customary in the case of Persons engaged
in the same or similar businesses and similarly situated. Upon the execution of
this Agreement and at any time thereafter at the request of the Administrative
Agent, the Company shall furnish or cause to be furnished to the Administrative
Agent evidence, in form and substance satisfactory to the Administrative Agent,
of the required insurance coverage of the Company and each Subsidiary and, upon
request, copies of the applicable policies. The Company shall use reasonable
efforts to provide at least twenty (20) days' prior written notice to the
Administrative Agent of any termination, cancellation, reduction or other
material modifications of any insurance coverage.

         VII.6    Taxes. The Company shall, and shall cause each Subsidiary to,
pay and discharge all Taxes relating to the Company or such Subsidiary, as the
case may be, prior to the date on which penalties attach thereto; provided, that
neither the Company nor any Subsidiary shall be required to pay or discharge any
such Tax while the same is being contested by it in good faith and by
appropriate proceedings and so long as reserves have been established to the
extent required by GAAP.

         VII.7    Compliance with Laws. The Company shall comply, and shall
cause each Subsidiary to comply, in all material respects with all Requirements
of Law , including Environmental Laws; provided, that neither the Company nor
any Subsidiary shall be required to comply with any such Requirement of Law so
long as the validity or application thereof is being contested in good faith and

                                      -55-

<PAGE>   61


reserves have been established with respect to such contest to the extent, if
any, required by GAAP or where such non-compliance would not reasonably be
expected to have a Material Adverse Effect; and obtain and maintain, and cause
each Subsidiary to obtain and maintain, all permits, licenses and approvals
necessary to construct, own, operate, use and maintain their respective
properties and assets and to conduct their respective businesses, except where
the failure to obtain or maintain such permit, license or approval would not
reasonably be expected to have a Material Adverse Effect.

         VII.8    Inspection of Property and Books and Records. (a) The Company
shall keep or cause to be kept, and shall cause each Subsidiary to keep or cause
to be kept, adequate records and books of account in which complete entries are
to be made reflecting its business and financial transactions and as required by
applicable rules and regulations of any Governmental Authority having
jurisdiction over the Company or any Subsidiary or the transactions contemplated
by this Agreement. Such books of account shall be kept in a manner consistent
with GAAP if so kept on the date hereof. The Company shall permit, and shall
cause each Subsidiary to permit, the Administrative Agent or the Banks or their
representatives at any reasonable time and from time to time at the request of
the Administrative Agent, to visit and inspect any of their respective
properties, to examine their respective corporate, financial and operating
records, and, subject to Section 11.10, and to the Confidentiality Agreement or
a Bank Confidentiality Agreement, as the case may be, make copies thereof or
abstracts therefrom, and to discuss their respective affairs, finances and
accounts with their respective officers, all at such reasonable times during
normal business hours and as often as may be reasonably desired, upon prior
notice to the Company at least 24 hours in advance. One or more officers,
employees or representations of the Company may accompany the Administrative
Agent or a Bank or the representatives of such when making any visit or
inspection described in the preceding sentence.

                  (b) Neither the Administrative Agent nor any Bank has any duty
to visit or inspect the Company's or any Subsidiary's properties or to examine
or copy such records and neither the Administrative Agent nor any Bank shall
incur any obligation or liability by reason of not making any such visit or
inspection. In the event that the Administrative Agent or any Bank shall do any
of the foregoing it will be acting solely for the purposes of protecting the
Administrative Agent or such Bank and preserving its rights under this
Agreement. Neither the Company nor any other party is entitled to rely on any
inspection or other inquiry by the Administrative Agent or any Bank. Neither the
Administrative Agent nor any Bank owes any duty of care to protect the Company
or any other party against, or to inform the Company or any other party of, any
adverse condition that may be observed as affecting the Company's or any
Subsidiary's properties or business. The Administrative Agent or any Bank may in
its discretion disclose to the Company or any other Person any findings made as
a result of, or in connection with, any inspection of any such properties or
records.

                                      -56-

<PAGE>   62


                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Banks
waive compliance in writing:

         VIII.1   Negative Covenants Applicable to the Company and Restricted
Subsidiaries. The Company shall not, and shall not suffer or permit any
Subsidiary to, directly or indirectly do any of the following:

                  (a) Limitation on Liens. The Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, incur or
suffer to exist any Lien on or with respect to any asset or property of the
Company or such Restricted Subsidiary, whether now owned or hereafter acquired,
or any interest therein or any income or profits therefrom, except the following
(collectively, "Permitted Liens", and individually, a "Permitted Lien"):

                      (i) Liens existing on the date hereof;

                      (ii) Liens on property existing at the time of acquisition
                  thereof or Liens affecting property of a Person existing at
                  the time it becomes a Subsidiary of the Company or at the time
                  it is merged into or consolidated with the Company or a
                  Subsidiary of the Company; provided, however, that, in either
                  case, such Liens do not extend to or cover any property of the
                  Company or of any of its Restricted Subsidiaries other than
                  the property that secured the acquired Indebtedness prior to
                  the time such Indebtedness became Indebtedness of the Company
                  or a Subsidiary;

                      (iii) Liens on property incurred to secure payment of all
                  or a part of the purchase price thereof or to secure
                  indebtedness incurred prior to, at the time of, or within 12
                  months after the acquisition thereof for the purpose of
                  financing all or part of the purchase price thereof;

                      (iv) Liens on any property to secure all or part of the
                  cost of improvements thereon or Indebtedness incurred to
                  provide funds for such purpose in a principal amount not
                  exceeding the cost of such improvements or construction and
                  incurred within 12 months after completion of such
                  improvements or construction;

                      (v) Liens to government entities granted to secure
                  pollution control or industrial revenue bond financings;

                      (vi) Liens which secure Indebtedness owing by a Restricted
                  Subsidiary of the Company, to the Company or by one Restricted
                  Subsidiary to another Restricted Subsidiary;

                                      -57-

<PAGE>   63


                      (vii) Liens imposed by law, including mechanics',
                  materialmen's, carriers' or other like Liens, arising in the
                  ordinary course of business;

                      (viii) any Lien incurred to secure the performance of
                  surety or appeal bonds incurred in the ordinary course of
                  business consistent with past practice;

                      (ix) any Lien incidental to the normal conduct of the
                  business of the Company or any Restricted Subsidiary or the
                  ownership of its property or the conduct of the ordinary
                  course of its business, including (A) zoning restrictions,
                  easements, rights of way, reservations, restrictions on the
                  use of real property and other minor irregularities of title,
                  (B) rights of lessees under leases, (C) rights of collecting
                  banks having rights of setoff, revocation, refund or
                  chargeback with respect to money or instruments of the Company
                  or any Restricted Subsidiary on deposit with or in the
                  possession of such banks, (D) Liens to secure the performance
                  of statutory obligations, tenders, bids, leases, progress
                  payments, performance or return-of-money bonds, performance or
                  other similar bonds or other obligations of a similar nature
                  incurred in the ordinary course of business, (E) Liens
                  required by any contract or statute in order to permit the
                  Company or a Subsidiary of the Company to perform any contract
                  or subcontract made by it with or pursuant to the requirements
                  of a governmental entity and (F) "first purchaser" Liens on
                  crude oil, in each case which are not incurred in connection
                  with the borrowing of money, the obtaining of advances or
                  credit or the payment of the deferred purchase price of
                  Property and which do not in the aggregate impair the use of
                  property in the operation of the business of the Company and
                  its Restricted Subsidiaries taken as a whole;

                      (x) Liens for taxes not yet due or which are being
                  contested in good faith by appropriate proceedings, so long as
                  reserves have been established to the extent required by GAAP;

                      (xi) Liens securing obligations in respect of Swap
                  Contracts;

                      (xii) any Lien granted by the Company or CRCCLP on its
                  Receivables with regard to any ownership or security interest
                  under any Receivables Purchase Facility established after the
                  date hereof;

                      (xiii) Liens on the assets of the Company or any
                  Restricted Subsidiary created or existing to secure stay or
                  appeal bonds or otherwise resulting from any litigation or
                  legal proceeding which are currently being contested in good
                  faith by appropriate action promptly initiated and diligently
                  conducted, including the Lien of any judgment; provided,
                  however, that the aggregate amount secured by all such Liens
                  does not exceed $25 million;

                                      -58-

<PAGE>   64


                      (xiv) any Lien granted by CRCCLP on the real estate upon
                  which CRCCLP's Corpus Christi refinery is located arising from
                  the Corpus Christi Refinery West Plant Lease;

                      (xv) any extension, renewal, replacement or refinancing of
                  any Lien referred to in the foregoing clauses (i) through
                  (xiv); provided, however, that

                           (A) such new Lien shall be limited to all or part of
                      the same property that secured the original Lien (plus
                      improvements on such property) and

                           (B) the amount secured by such Lien at such time is
                      not increased to any amount greater than the sum of (1)
                      the outstanding amount or, if greater, committed amount
                      described under clauses (i) through (xiv) at the time the
                      original Lien became a Lien permitted under this Section
                      8.1(a) and (2) an amount necessary to pay any fees and
                      expenses, including premiums, related to such refinancing,
                      refunding, extension, renewal or replacement;

                     (xvi) any Lien granted, after the date hereof and in
                  addition to those permitted by clause (i) to clause (xv)
                  above, by the Company or any Restricted Subsidiary to secure
                  its own direct (as opposed to guaranteed) Indebtedness if (A)
                  all such Liens for the Company and all Restricted Subsidiaries
                  together at any one time outstanding do not secure
                  Indebtedness in excess of $10,000,000, and (B) such Liens do
                  not encumber the Principal Properties or any right, title or
                  interest of the Company or any Restricted Subsidiary in, to or
                  under any Key Contract;

                     (xvii) rights of collecting banks having a right of setoff,
                  revocation, refund or chargeback with respect to money or
                  instruments of the Company or any Restricted Subsidiary on
                  deposit with or in the possession of such bank;

                     (xviii) Liens on assets or property of the Company or a
                  Restricted Subsidiary, other than a Principal Property, in
                  connection with Synthetic Leases pursuant to which, for
                  financial accounting purposes, the Company or a Restricted
                  Subsidiary is the lessee; and

                     (xix) Liens not otherwise permitted by the provisions of
                  this Section 8.1(a) securing indebtedness in an aggregate
                  principal amount at any time outstanding for the Company and
                  its Restricted Subsidiaries not in excess of 10% of Net Worth
                  of the Company and its Restricted Subsidiaries.

                  (b) Consolidations and Mergers; Sales of Assets. The Company
shall not, and shall not permit any Restricted Subsidiary to:

                                      -59-

<PAGE>   65


                     (i) be a party to any merger or consolidation, except that,
                  so long as no Default then exists or would exist immediately
                  after giving effect thereto or would result therefrom, (A) the
                  Company may merge with any other Person, provided that the
                  Company is the survivor of such merger, and (B) any
                  Wholly-Owned Restricted Subsidiary of the Company may merge or
                  consolidate into the Company or with or into any other
                  Wholly-Owned Restricted Subsidiary of the Company;

                     (ii) sell, transfer, convey or lease the Principal
                  Properties other than in connection with any Permitted Lien
                  granted thereon, and other than the sale of all or any portion
                  of the Principal Properties pursuant to one or more
                  Dispositions permitted pursuant to clause (iv) of this
                  subsection 8.1(b) or one or more Sale Leaseback Transactions
                  permitted pursuant to Section 8.1(g);

                     (iii) sell, transfer, assign or convey (other than in
                  connection with any Permitted Lien granted thereon and other
                  than any disposition to the Company or any Restricted
                  Subsidiary) any shares of capital stock of any Restricted
                  Subsidiary that, at the time of such sale, transfer,
                  assignment or conveyance, either (A) owns, leases or has
                  material contract rights in respect of any Principal Property
                  or (B) is a party to a Key Contract; or

                     (iv) sell, transfer, assign or convey any assets or any
                  shares of capital stock of any Restricted Subsidiary
                  (collectively, a "Disposition") if, on the day on which such
                  proposed Disposition is to occur, the aggregate book value (at
                  the time of the proposed disposition thereof) of such assets
                  or such shares (as the case may be), when added to the
                  aggregate book value (at the time or times of the disposition
                  thereof) of all other assets or shares disposed of by the
                  Company and its Restricted Subsidiaries under this clause (iv)
                  during the then current Fiscal Quarter and the three then most
                  recently completed Fiscal Quarters exceeds 20% of the
                  aggregate book value of the assets of the Company and its
                  Restricted Subsidiaries as of the date of the most recent
                  balance sheet of the Company delivered pursuant to Section
                  7.1(a); provided that, if concurrently with any Disposition
                  made pursuant to this clause (iv) or within one year thereof,
                  all or substantially all of the net proceeds of such
                  Disposition are either (x) reinvested (whether by acquisition,
                  improvement, repair, construction or otherwise) in assets
                  related to the business of the Company or any Restricted
                  Subsidiary or (y) applied ratably to (1) (A) on any date prior
                  to the Transition Date, reduce the Total Commitment hereunder
                  (it being understood that the Company will repay Loans in such
                  principal amount as is required such that the sum of the
                  aggregate principal of all Loans outstanding after such
                  repayment does not exceed the Total Commitment as so reduced)
                  and (B) reduce the Total Commitment (as therein defined) under
                  the $400,000,000 Credit Agreement (it being understood that
                  the Company will repay loans and unreimbursed letter of credit
                  drawings thereunder in such principal amounts such that the
                  aggregate principal of all Loans and Letter of Credit
                  Obligations (in each case as defined therein) outstanding do
                  not exceed the Total Commitment thereunder) and (2) repay all
                  other Indebtedness then

                                      -60-

<PAGE>   66


                  outstanding (including Indebtedness resulting from the Term
                  Loans and the Private Placement Notes), such Disposition shall
                  be disregarded for purposes of calculations pursuant to this
                  clause (iv) from and after the time of such reinvestment or
                  application; provided, further, that a Disposition of all or
                  any portion of the Company's lubricants blending plant located
                  at Cicero, Illinois shall not be prohibited by this clause
                  (iv) and shall be disregarded for purposes of calculations
                  pursuant to this clause (iv).

Nothing in this Section 8.1(b) shall prohibit the Company or any Wholly-Owned
Restricted Subsidiary from purchasing or otherwise acquiring the assets or stock
of any Wholly-Owned Restricted Subsidiary.

                  (c) No Conflicts. The Company shall not, and shall not permit
any Restricted Subsidiary to, enter into any material agreement containing any
provision which would be violated or breached by the performance of its
obligations hereunder or under any other Loan Document or any instrument or
document delivered or to be delivered by it hereunder or thereunder or in
connection herewith or therewith.

                  (d) Transactions with Affiliates. The Company shall not, and
shall not suffer or permit any Restricted Subsidiary to, enter into any
transaction or series of transactions, whether or not in the ordinary course of
business, with any Affiliate (other than as provided in or contemplated by the
Key Contracts) other than on terms and conditions at least as favorable to the
Company or its Restricted Subsidiary as would be obtainable by the Company or
such Restricted Subsidiary at the time in a comparable arm's-length transaction
with a Person other than an Affiliate or own, purchase or acquire any stock
obligations or securities of, or any other interest in, or make any capital
contribution to, PDVSA or any Affiliate of PDVSA other than the Company or any
Subsidiary.

                  (e) Use of Proceeds in an Unfriendly Takeover. The Company
shall not, and shall not permit any Restricted Subsidiary to, use the proceeds
of any Loan to purchase or otherwise acquire any publicly owned securities of
another Person (or to refinance any indebtedness incurred for such purpose) if
following such acquisition the Company and its Subsidiaries would own in excess
of 15% of the Voting Stock of such Person and either (i) such purchase or
acquisition is opposed by such Person's board of directors or other governing
body or by a shareholder or shareholders controlling more than 15% of the Voting
Stock of such Person, or (ii) the Company knows of facts or circumstances that
would make it likely that such purchase or other acquisition would be hostile or
unfriendly.

                  (f) [Intentionally Omitted.]

                  (g) Sale Leaseback Transaction. The Company shall not, and
shall not permit any Restricted Subsidiary to, enter into any Sale Leaseback
Transaction, except for arrangements providing for the sale of all or any
portion of the Principal Properties to one or more lenders or

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<PAGE>   67


investors if such assets so sold are leased back by the Company, CRCCLP or a
Restricted Subsidiary, provided that, any Sale Leaseback Transaction involving
such a sale shall be treated as a Disposition for purposes of Section
8.1(b)(iv).

                  (h) Key Contracts. The Company shall not, and shall not permit
any Restricted Subsidiary to, amend, supplement, assign (other than an
assignment of the Crude Supply Agreement or the Supplemental Crude Supply
Agreement (or the benefits under either) to the Trading Subsidiary), terminate,
waive or be a party to a waiver of any provision of, or otherwise modify,
directly or indirectly, in any respect (i) the Crude Supply Agreement, (ii) the
Supplemental Crude Supply Agreement, or (iii) the CRCCLP Crude Supply Agreement;
provided that the Company or the Trading Subsidiary may take any such action if:

                     (A) such action would affect an Operational Term and would
                  not affect a Material Term, and if the Company shall determine
                  in good faith that such action (1) is not detrimental to the
                  Company, (2) would not reasonably be expected to have a
                  Material Adverse Effect, and (3) would not be in any way
                  prejudicial to the Banks; or

                     (B) such action would affect a term other than a Material
                  Term or an Operational Term and the Administrative Agent shall
                  have received a certified resolution duly adopted by the Board
                  of Directors of the Company to the effect that such action (1)
                  is not detrimental to the Company, (2) would not reasonably be
                  expected to have a Material Adverse Effect, and (3) would not
                  be in any way prejudicial to the Banks.

                  (i) Restriction on Use of Proceeds. The Company shall not, and
shall not allow any Restricted Subsidiary to use the proceeds of any Loan,
directly or indirectly, to make or invest in any loan or advance to, or to
purchase or acquire any obligations or securities of, PDVSA or an Affiliate of
PDVSA except for the Company or any Restricted Subsidiary.

                  (j) Nature of Business. The Company shall not, and shall not
permit any Restricted Subsidiary to, engage in any business or operations except
those in which the Company and its Subsidiaries are engaged on the date hereof
or any related business or operations.

                                      -62-

<PAGE>   68


         VIII.2   Financial Covenants.

                  (a) Capitalization Ratio. The Company shall not permit its
Capitalization Ratio to be more than .65 to 1.00 at the end of any Fiscal
Quarter.

                  (b) Indebtedness Interest Coverage Ratio. The Company shall
not permit the ratio of (i) EBITDA for the Computation Period to (ii) Interest
Expense for the Computation Period to be less than 3.00 to 1.00 at the end of
any Fiscal Quarter.

                  (c) Minimum Net Worth. The Company shall not permit, as of the
last day of each Fiscal Quarter, Net Worth of the Company and its Restricted
Subsidiaries to be less than $1,750,000,000 plus 25% of aggregate, cumulative
Net Income accruing for all Fiscal Quarters ending after December 31, 1997 for
which Net Income was positive.

         VIII.3   Negative Covenants Applicable to the Company and its
Unrestricted Subsidiaries. The Company shall not permit any Unrestricted
Subsidiary to:

                  (a) No Conflicts. Enter into any material agreement containing
any provision which would be violated or breached by the performance of its
obligations hereunder or under any other Loan Document or any instrument or
document delivered or to be delivered hereunder or thereunder or in connection
herewith or therewith.

                  (b) Nature of Business. Engage in any business or operations
except those in which the Company and its Subsidiaries are engaged on the date
hereof, or any related business or operations.

                  (c) Use of Proceeds in an Unfriendly Takeover. Use the
proceeds of any Loan to purchase or otherwise acquire any publicly owned
securities of another Person (or to refinance any indebtedness incurred for such
purpose) if following such acquisition the Company and its Subsidiaries would
own in excess of 15% of the Voting Stock of such Person and either (i) such
purchase or acquisition is opposed by such Person's board of directors or other
governing body or by a shareholder or shareholders controlling more than 15% of
the Voting Stock of such Person, or (ii) the Company knows of facts or
circumstances that would make it likely that such purchase or other acquisition
would be hostile or unfriendly.

                  (d) Transactions with Affiliates. Enter into any transaction
or series of transactions, whether or not in the ordinary course of business,
with any Affiliate other than on terms and conditions at least as favorable to
the Company or its Unrestricted Subsidiary as would be obtainable by the Company
or such Unrestricted Subsidiary at the time in a comparable arm's-length
transaction with a Person other than an Affiliate, or own, purchase or acquire
any stock, obligations

                                      -63-

<PAGE>   69


or securities of, or any other interest in, or make any capital contribution to,
PDVSA or any Affiliate of PDVSA other than the Company or any Subsidiary.

         VIII.4   Designation of Unrestricted Subsidiaries and Restricted
Subsidiaries. (a) Any Responsible Officer may, at any time and from time to
time, designate a Restricted Subsidiary as an Unrestricted Subsidiary; provided
that a notice of such designation is given to the Administrative Agent
substantially contemporaneously with such designation and, provided further,
that immediately before such designation and after giving effect thereto, (i) no
Default shall have occurred and be continuing and (ii) the Company would still
be in compliance with Section 8.2 as of the end of the most recent Fiscal
Quarter. The foregoing provisions of this Section 8.4(a) to the contrary
notwithstanding, the Company may not designate CPIC or any Subsidiary which owns
any Principal Property or is a party to any Key Contract as an Unrestricted
Subsidiary.

                  (b) Any Responsible Officer may, at any time and from time to
time, designate an Unrestricted Subsidiary as a Restricted Subsidiary; provided
that a notice of such designation is given to the Administrative Agent
substantially contemporaneously with such designation and, provided further,
that immediately before such designation and after giving effect thereto, (i) no
Default shall have occurred and be continuing and (ii) the Company would still
be in compliance with Section 8.1 and Section 8.2 as of the end of the most
recent Fiscal Quarter.

                  (c) Any Person that becomes a Subsidiary after the date hereof
shall be designated as a Restricted Subsidiary within the definition hereof
unless (i) such Person shall be designated as an Unrestricted Subsidiary by a
Responsible Officer prior to the time such Person becomes a Subsidiary and (ii)
a notice of such designation is given to the Administrative Agent prior to the
date which is 15 Business Days after the date on which such Person becomes a
Subsidiary.

                  (d) Any notice of designation pursuant to this Section 8.4
shall be accompanied by a certificate of the Secretary or an Assistant Secretary
of the Company (i) stating that the Person providing such notice is a
Responsible Officer, (ii) setting forth the name of each Subsidiary which has or
will change its characterization as a result of such designation, and (iii) to
the extent applicable, setting forth reasonably detailed computations
demonstrating compliance with any conditions precedent to such designation.


                                   ARTICLE IX

                                EVENTS OF DEFAULT

         IX.1     Event of Default. Any of the following shall constitute an
"Event of Default":

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<PAGE>   70


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

                  (b) Representation or Warranty. Any representation or warranty
by the Company made or deemed made herein, or in or under any other Loan
Document or in any written notice, report or certificate delivered pursuant
hereto or thereto is incorrect in any material respect on or as of the date made
or deemed made or reaffirmed, as the case may be; or

                  (c) Specific Defaults. (i) Except to the extent and subject to
subclause (ii) of this Section 9.1(c), the Company fails to perform or observe
any term, covenant or agreement contained in any of Section 8.1, 8.2 or 8.3, or
(ii) default in any respect in the performance or observance of any term,
covenant, condition or agreement on its part to be performed or observed under
subsection 8.1(a), 8.1(c), 8.1(j), 8.3(a) or 8.3(b) and such default shall
continue unremedied for 30 days; or

                  (d) Other Defaults. The Company fails to perform or observe in
any material respect any other term, covenant condition or agreement contained
in this Agreement or any other Loan Document, (and not constituting an Event of
Default under any other clause of this Section 9.1) and such default shall
continue unremedied for a period of 30 days after the date upon which written
notice thereof is given to the Company by the Administrative Agent or any Bank;
or

                  (e) Non-Payment of Other Indebtedness. The Company or any
Subsidiary (i) fails to make any payment in respect of any Indebtedness (except
for such indebtedness of any Subsidiary to the Company or to any other
Subsidiary) having an aggregate principal amount of more than $25,000,000 when
due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise) and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure;
or (ii) fails to perform or observe any other condition or covenant, or any
other event shall occur or condition exist, under any agreement or instrument
relating to any such Indebtedness , if, in either event, the effect of such
failure, event or condition is to cause, or to permit the holder or holders
thereof or beneficiary or beneficiaries thereof (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause (after the
expiration of any applicable grace period or notice period, if any, specified in
the relevant document on the date of such failure) such Indebtedness to become
due and payable prior to its expressed maturity (unless such default is waived
without the payment of some or all of such Indebtedness); or

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

                                      -65-

<PAGE>   71

                  (g) Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company or any Principal
Subsidiary, and any such proceeding or petition shall not be dismissed within 60
days after commencement; (ii) the Company or any Principal Subsidiary admits the
material allegations of a petition against it in any Insolvency Proceeding, or
an order for relief (or similar order under non-U.S. law) is ordered in any
Insolvency Proceeding; or (iii) the Company or any Principal Subsidiary
acquiesces in the appointment of a receiver, trustee, custodian or liquidator
for itself or a substantial portion of its property or business; or

                  (h) ERISA. If (i) any Reportable Event constituting grounds
for the termination of any Plan by the PBGC and the maximum amount of current
liability that may be asserted under Title IV of ERISA by reason of the
termination of such Plan and all other Plans with respect to which any such
event has occurred, shall exceed $10,000,000 or for the appointment by the
appropriate United States District Court of a trustee to administer or liquidate
any such Plan or Plans shall have occurred and be continuing 30 days after
written, telegraphic or telephonic notice to such effect shall have been given
to the Company by the PBGC and the maximum amount of current liability that may
be asserted under Title IV of ERISA by reason of the termination of such Plan
and all other Plans with respect to which any such event has occurred, shall
exceed $25,000,000, or (ii) any Plan shall be terminated with Unfunded Vested
Liabilities which could reasonably be expected to have a Material Adverse
Effect, or (iii) any contribution failure shall occur with respect to a Plan
sufficient to give rise to a Lien under Section 302(f) of ERISA; or

                  (i) Monetary Judgments. One or more non-interlocutory
judgments, (including judgments entered on arbitration awards) is entered
against the Company or any Subsidiary involving in the aggregate a liability (to
the extent not covered by independent third-party insurance or effective
indemnification) as to any single or related series of transactions, incidents
or conditions, exceeds $25,000,000, and the same shall not have been discharged
or execution thereof stayed pending appeal for a period of 30 days after the
entry thereof or 60 days after the expiration of any such stay, such judgment
shall not have been discharged; or

                  (j) Change of Control. There occurs any Change of Control,
unless prior written consent for such lesser percentage ownership is obtained
from the Majority Banks; or

                  (k) Key Contracts. Any Key Contract shall, for any reason
whatsoever, (i) be terminated (or notice to terminate shall have been given by
any Person), disaffirmed or, in any material respect, cease to be valid and
binding on and enforceable against Petroleos, or (ii) if the Company, CRCCLP,
CIVESCO (or any successor as Trading Subsidiary), or Petroleos fails to perform
or observe in any material respect any material covenant, term or condition
contained in any Key Contract which it is required to perform or observe (except
covenants, terms and conditions that have been waived or modified pursuant to
subsection 8.1(h)) and such failure shall not be remedied within 30 days after
the earlier of (A) the President, the Chief Financial Officer or the Vice
President

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<PAGE>   72


and General Counsel of the Company obtaining actual knowledge thereof, or (B)
the Company having received written notice thereof from the Administrative
Agent; or

                  (l) Other Material Obligations. Default in the payment when
due, or in the performance or observance of, any material obligation of, or
condition agreed to by, the Company or any Subsidiary with respect to any
material purchase or lease of goods or services (except only to the extent that
the existence of any such default is being contested by the Company or such
Subsidiary in good faith and by appropriate proceedings) if such default would
reasonably be expected to have a Material Adverse Effect; or

                  (m) Default of $400,000,000 Credit Agreement. Any Event of
Default shall occur and be continuing pursuant to the $400,000,000 Credit
Agreement.

         IX.2     Remedies. If any Event of Default occurs, the Administrative
Agent shall, at the request of, or may, with the consent of, the Majority Banks,

                  (a) declare the commitment of each Bank to make Loans to be
terminated, whereupon such commitments shall be terminated; and

                  (b) declare the unpaid principal amount of all outstanding
Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and
payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby expressly waived by the Company; and

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

provided, however, to the extent permitted by law, that upon the occurrence of
any event specified in subsection (f) or (g) of Section 9.1 (in the case of
clause (i) of subsection (g) upon the expiration of the 60-day period mentioned
therein), (x) the obligation of each Bank to make Loans shall automatically
terminate; (y) the unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall automatically become due and
payable, in each case, without further act of the Administrative Agent or any
Bank.

         IX.3     Rights Not Exclusive. The rights provided for in this
Agreement and the other Loan Documents are cumulative and are not exclusive of
any other rights, powers, privileges or remedies provided by law or in equity,
or under any other instrument, document or agreement now existing or hereafter
arising.

                                      -67-

<PAGE>   73


                                    ARTICLE X

                            THE ADMINISTRATIVE AGENT

         X.1      Appointment and Authorization. Each Bank hereby irrevocably
(subject to Section 10.9) appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth herein, nor
shall the Administrative Agent have or be deemed to have any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

         X.2      Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

         X.3      Liability of Administrative Agent. None of the Agent-Related
Persons shall (i) be liable for any action taken or omitted to be taken by any
of them under or in connection with this Agreement or any other Loan Document or
the transactions contemplated hereby (except for its own gross negligence ,
willful misconduct or unlawful acts), or (ii) be responsible in any manner to
any of the Banks for any recital, statement, representation or warranty made by
the Company or any Subsidiary or Affiliate of the Company, or any officer
thereof, contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of the Company or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Bank to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of the Company or any of the Company's Subsidiaries
or Affiliates.

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<PAGE>   74


         X.4      Reliance by Administrative Agent. (a) The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Company), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Majority Banks as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Banks against
any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of
the Majority Banks, subject to Section 11.1 and such request and any action
taken or failure to act pursuant thereto shall be binding upon all of the Banks.

                  (b) For purposes of determining compliance with the conditions
specified in Section 5.1, each Bank that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Bank
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to the Bank.

         X.5      Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Banks, unless the Administrative Agent shall have received written notice from a
Bank or the Company referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". The
Administrative Agent will notify the Banks of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be requested by the Majority Banks in accordance with
Article IX; provided, however, that unless and until the Administrative Agent
has received any such request, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Banks.

         X.6      Credit Decision. Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Administrative Agent hereinafter taken, including any review of the
affairs of the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Bank. Each Bank
represents to the Administrative Agent that it has, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its

                                      -69-

<PAGE>   75


own appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company and
its Subsidiaries, and all applicable bank regulatory laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Company hereunder. Each Bank also
represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Company. Except for notices,
reports and other documents expressly herein required to be furnished to the
Banks by the Administrative Agent, the Administrative Agent shall not have any
duty or responsibility to provide any Bank with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Company which may come into the possession
of any of the Agent-Related Persons.

         X.7      Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Banks shall indemnify upon demand the Agent-Related
Persons (to the extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), pro rata, from and against any
and all Indemnified Liabilities; provided, however, that no Bank shall be liable
for the payment to the Agent-Related Persons of any portion of such Indemnified
Liabilities resulting solely from such Person's gross negligence or willful
misconduct. Without limitation of the foregoing, each Bank shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Company. The
undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of the Administrative Agent.

         X.8      Agents in Individual Capacity. BofA, Royal Bank of Canada and
The Bank of New York and the respective Affiliates of each may make loans to,
issue letters of credit for the account of, accept deposits from, acquire equity
interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting or other business with the Company and its Subsidiaries
and Affiliates as though such Person were not the Administrative Agent or a
Syndication Agent (as the case may be) hereunder and without notice to or
consent of the Banks. The Banks acknowledge that, pursuant to such activities,
BofA, Royal Bank of Canada and The Bank of New York or the respective Affiliates
of any of the foregoing may receive information regarding the Company or its
Affiliates (including information that may be subject to confidentiality
obligations in favor of the Company or such Subsidiary) and acknowledge that the
Administrative Agent and Syndication Agents shall be

                                      -70-

<PAGE>   76


under no obligation to provide such information to them. With respect to its
Loans, each of BofA, Royal Bank of Canada and The Bank of New York shall have
the same rights and powers under this Agreement as any other Bank and may
exercise the same as though it were not the Administrative Agent or a
Syndication Agent (as the case may be) and the terms "Bank" and "Banks" include
each of BofA, Royal Bank of Canada and The Bank of New York in its individual
capacity.

         X.9      Successor Administrative Agent. The Administrative Agent may,
and at the request of the Majority Banks shall, resign as Administrative Agent
upon 30 days' notice to the Banks. If the Administrative Agent resigns under
this Agreement, the Majority Banks shall appoint from among the Banks a
successor agent for the Banks which successor agent shall be approved by the
Company. If no successor agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Banks and the Company, a successor agent from among
the Banks. Upon the acceptance of its appointment as successor agent hereunder,
such successor agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "Administrative Agent" shall mean
such successor agent and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article X and Sections 11.4 and 11.5 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor agent has accepted
appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Banks shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Majority Banks appoint a successor
agent as provided for above.

         X.10     Withholding Tax. (a) If any Bank is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Bank claims
exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or
1442 of the Code, such Bank agrees with and in favor of the Administrative Agent
and the Company, to deliver to the Administrative Agent:

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

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

                                      -71-

<PAGE>   77


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

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

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

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

                  (d) If any Bank is entitled to a reduction in the applicable
withholding tax, the Administrative Agent may withhold from any interest payment
to such Bank an amount equivalent to the applicable withholding tax after taking
into account such reduction. If the forms or other documentation required by
subsection (a) of this Section are not delivered to the Administrative Agent,
then the Administrative Agent may withhold from any interest payment to such
Bank not providing such forms or other documentation an amount equivalent to the
applicable withholding tax.

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

                                      -72-

<PAGE>   78


                                   ARTICLE XI

                                  MISCELLANEOUS

         XI.1     Amendments and Waivers. Except as expressly provided in
Sections 4.8, 4.9 and 11.8(c), no amendment or waiver of any provision of any
Loan Document, and no consent with respect to any departure by the Company
therefrom, shall be effective unless the same shall be in writing and signed by
the Majority Banks (or by the Administrative Agent at the written request of the
Majority Banks) and the Company and acknowledged by the Administrative Agent,
and then any such amendment or waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that, except pursuant to Section 4.8, 4.9 and 11.8(c), no such waiver,
amendment, or consent shall, unless in writing and signed by the affected Bank
or Banks and the Company and acknowledged by the Administrative Agent, do any of
the following:

                  (a) increase or extend the Commitment of any Bank (or
reinstate any Commitment terminated pursuant to Section 9.2);

                  (b) postpone or delay any date fixed by any Loan Document for
any payment of principal, interest, fees or other amounts due to any Bank under
any Loan Document;

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

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

                  (e) amend this Section, or Section 2.15, or any provision
herein providing for consent or other action by all Banks;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Majority Banks
or all the Banks, as the case may be, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document, and (ii)
the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed by the parties thereto.

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<PAGE>   79


         XI.2     Notices. (a) Except as otherwise expressly provided in this
Agreement, all notices, requests and other communications shall be in writing
(including, unless the context expressly otherwise provides, by facsimile
transmission or electronic mail, provided that any matter transmitted by the
Company by facsimile or electronic mail (i) shall be immediately confirmed by a
telephone call to the recipient at the number specified on Schedule 11.2, and
(ii) shall be followed promptly by delivery of a hard copy original thereof) and
mailed, faxed or delivered, to the address or facsimile number specified for
notices on Schedule 11.2; or, as directed to the Company or the Administrative
Agent, to such other address as shall be designated by such party in a written
notice to the other parties, and as directed to any other party, at such other
address as shall be designated by such party in a written notice to the Company
and the Administrative Agent.

                  (b) All such notices, requests and communications shall, when
transmitted by overnight delivery, faxed or electronic mail, be effective when
delivered for overnight (next-day) delivery, or transmitted in legible form by
facsimile machine or by electronic mail, respectively, or if mailed, upon the
third Business Day after the date deposited into the U.S. mail, or if delivered,
upon delivery; except that notices pursuant to Article II or X shall not be
effective until actually received by the Administrative Agent.

                  (c) Any agreement of the Administrative Agent and the Banks
herein to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Company. The Administrative Agent and the
Banks shall be entitled to rely on the authority of any Person believed in good
faith by the Administrative Agent to be an Authorized Signatory, for purposes of
such notice and the Administrative Agent and the Banks shall not have any
liability to the Company or other Person on account of any action taken or not
taken by the Administrative Agent or the Banks in reliance upon such telephonic
or facsimile notice. The obligation of the Company to repay the Loans shall not
be affected in any way or to any extent by any failure by the Administrative
Agent and the Banks to receive written confirmation of any telephonic or
facsimile notice or the receipt by the Administrative Agent and the Banks of a
confirmation which is at variance with the terms understood by the
Administrative Agent and the Banks to be contained in the telephonic or
facsimile notice.

         XI.3     No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Bank, any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.

         XI.4     Expenses. The Company shall pay (i) all reasonable
out-of-pocket expenses incurred by BofA (including in its capacity as
Administrative Agent), and its respective Affiliates, including all Attorney
Costs for the Administrative Agent in connection with the preparation,
negotiation, syndication and administration (provided, however, that all such
expenses, fee charges and disbursements in connection with such administration
shall not exceed $10,000 in any calendar year)

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<PAGE>   80


of this Agreement or any amendments, modifications or waivers of the provisions
hereof whether or not the transactions contemplated hereby or thereby shall be
consummated, and (ii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent or any Bank, including all Attorney Costs of counsel for
the Administrative Agent or any Bank in each case, in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Agreement, or in connection with the Loans made
hereunder, including in connection with any workout, restructuring or
negotiations in respect thereof.

         XI.5     Indemnity; Damage Waiver. (a) The Company shall indemnify the
Administrative Agent, the Agent-Related Persons and each Bank, and each of their
respective officers, directors, employees, counsel, agents and attorneys-in-fact
(each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
(including the allocated cost of internal legal services and all disbursements
of internal legal counsel) for any Indemnitee, (collectively, the "Indemnified
Liabilities") incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the transactions contemplated hereby, (ii) any Loan or the use of the
proceeds therefrom, (iii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and non-appealable judgement to have resulted from the gross negligence, willful
misconduct or unlawful act of such Indemnitee. If any action, suit or proceeding
arising from any of the foregoing is brought against the Administrative Agent,
any Bank or any other Person indemnified or intended to be indemnified pursuant
to this Section 11.5 the Company will resist and defend such action, suit or
proceeding or cause the same to be resisted and defended by counsel designated
by the Company (which counsel shall be reasonably satisfactory to the Person or
Persons indemnified or intended to be indemnified). The agreements in this
Section 11.5(a) shall survive payment of all other Obligations and the
termination of this Agreement.

                  (b) To the extent permitted by applicable law, the Company
shall not assert, and hereby waives, any claim against any Indemnitee, and each
Bank, and to the extent that a Bank may bind a related Indemnitee, each
Indemnitee shall not assert and waives any claim against the Company, in each
case, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the transactions contemplated hereby, any Loan
or the use of the proceeds thereof. The agreements in this Section 11.5(b) shall
survive payment of all other Obligations for a period of two years.

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<PAGE>   81


         XI.6     Payments Set Aside. To the extent that the Company makes a
payment to the Administrative Agent or the Banks, or the Administrative Agent or
the Banks exercise their right of set-off, and such payment or the proceeds of
such set-off or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Bank in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any Insolvency Proceeding or otherwise, then (a) to the extent
of such recovery the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each Bank
severally agrees to pay to the Administrative Agent upon demand its pro rata
share of any amount so recovered from or repaid by the Administrative Agent to
the extent such amount had been previously paid to such Bank.

         XI.7     Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Company may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of the Administrative Agent and each Bank.

         XI.8     Assignments, Participations, etc. (a) Any Bank may, with the
written consent of the Company at all times other than during the existence of
an Event of Default and the Administrative Agent, which consents shall not be
unreasonably withheld, at any time assign and delegate to one or more Eligible
Assignees (provided that no written consent of the Company, the Administrative
Agent shall be required in connection with any assignment and delegation by a
Bank to another Bank or to an Eligible Assignee that is an Affiliate of such
assigning Bank) (each an "Assignee") all, or any ratable part of all, of the
Loans, the Commitments and the other rights and obligations of such Bank
hereunder, in a minimum amount of $5,000,000; provided, however, that the
Company and the Administrative Agent may continue to deal solely and directly
with such Bank in connection with the interest so assigned to an Assignee until
(i) written notice of such assignment, together with payment instructions,
addresses and related information with respect to the Assignee, shall have been
given to the Company and the Administrative Agent by such Bank and the Assignee;
(ii) such Bank and its Assignee shall have delivered to the Company and the
Administrative Agent an Assignment and Acceptance substantially in the form of
Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject
to such assignment and (iii) the assignor Bank or Assignee has paid to the
Administrative Agent a processing fee in the amount of $3,500.

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

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<PAGE>   82


Documents have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Loan
Documents.

                  (c) Within five Business Days after its receipt of notice by
the Administrative Agent that it has received an executed Assignment and
Acceptance and payment of the processing fee, (and provided that it consents to
such assignment in accordance with subsection 11.8(a)), the Company shall, if
requested by the Administrative Agent, execute and deliver to the Administrative
Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and,
if the assignor Bank has retained a portion of its Loans and its Commitment,
replacement Notes in the principal amount of the Loans retained by the assignor
Bank (such Notes to be in exchange for, but not in payment of, the Notes held by
such Bank). Immediately upon each Assignee's making its processing fee payment
under the Assignment and Acceptance, this Agreement shall be deemed to be
amended to the extent, but only to the extent, necessary to reflect the addition
of the Assignee and the resulting adjustment of the Commitments arising
therefrom. The Commitment allocated to each Assignee shall reduce such
Commitments of the assigning Bank pro tanto.

                  (d) The Administrative Agent shall maintain at its address set
forth in accordance with Section 11.2 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Banks and the Commitments of, and principal amount of the
Loans owing to, each Bank from time to time (the "Register"). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Company, the Administrative Agent and the Banks may treat each
Person whose name is currently recorded in the Register as a Bank hereunder for
all purposes of this Agreement. The Register shall be available for inspection
by the Company or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Bank and an assignee representing that it is an Eligible
Assignee, together with any Note or Notes subject to such assignment, the
Administrative Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of Exhibit E, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company.

                  (f) Any Bank may at any time sell to one or more commercial
banks or other Persons not Affiliates of the Company (a "Participant")
participating interests in any Loans, the Commitment of that Bank and the other
interests of that Bank (the " Originating Bank") and under the Loan Documents;
provided, however, that (i) the originating Bank's obligations under this
Agreement shall remain unchanged, (ii) the originating Bank shall remain solely
responsible for the performance of such obligations, (iii) the Company and the
Administrative Agent shall continue to deal solely and directly with the
originating Bank in connection with the originating Bank's rights and
obligations under and the Loan Documents, and (iv) no Bank shall transfer or
grant any participating interest under which the Participant has rights to
approve any amendment to, or any consent or waiver

                                      -77-

<PAGE>   83


with respect to, this Agreement or any other Loan Document, except to the extent
such amendment, consent or waiver would require unanimous consent of the Banks
as described in the first proviso to Section 11.1. In the case of any such
participation, the Participant shall not have any rights under the Loan
Documents, and all amounts payable by the Company hereunder shall be determined
as if such Bank had not sold such participation; except that, if amounts
outstanding under this Agreement are due and unpaid, or shall have been declared
or shall have become due and payable upon the occurrence of an Event of Default,
to the extent permitted by law, each Participant shall be deemed to have the
right of set-off in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Bank under this Agreement.

                  (g) Notwithstanding any other provision in this Agreement, any
Bank may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and the Note held by
it in favor of any Federal Reserve Bank in accordance with Regulation A of the
FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve
Bank may enforce such pledge or security interest in any manner permitted under
applicable law. Notwithstanding the foregoing, no such assignment shall release
the assigning Bank from its obligations hereunder.

         XI.9     [Intentionally Omitted].

         XI.10    Confidentiality. Each Bank acknowledges that it has executed
an agreement with the Company in substantially the form of Exhibit G (each a
"Bank Confidentiality Agreement") and agrees that it will not provide Evaluation
Material (as defined therein) to prospective assignees, transferees or
participants unless such Person has executed a Bank Confidentiality Agreement
substantially in the form of Exhibit G.

         XI.11    Set-off. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists pursuant to Section 9.1(a) or the
Loans have been accelerated, each Bank is authorized at any time and from time
to time, without prior notice to the Company, any such notice being waived by
the Company to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Bank to or for
the credit or the account of the Company against any and all Obligations owing
to such Bank, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Bank shall have made demand under this Agreement or
any Loan Document and although such Obligations may be contingent or unmatured.
Each Bank agrees promptly to notify the Company and the Administrative Agent
after any such set-off and application made by such Bank; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application.

         XI.12    Intentionally Omitted.

                                      -78-

<PAGE>   84


         XI.13    Notification of Addresses, Lending Offices, Etc. Each Bank
shall notify the Administrative Agent and the Company in writing of any changes
in the address to which notices to the Bank should be directed, of addresses of
any Lending Office, of payment instructions in respect of all payments to be
made to it hereunder and of such other administrative information as the
Administrative Agent shall reasonably request.

         XI.14    Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

         XI.15    Severability. The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.

         XI.16    No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Company, the Banks, the
Administrative Agent and the Agent-Related Persons, and their permitted
successors and assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents.

         XI.17    Governing Law and Jurisdiction. (a) THIS AGREEMENT AND THE
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE BANKS SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

                  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE
ADMINISTRATIVE AGENT AND THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE
COMPANY, THE ADMINISTRATIVE AGENT AND THE BANKS IRREVOCABLY WAIVES TO THE EXTENT
NOT PROHIBITED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE COMPANY, THE
ADMINISTRATIVE AGENT AND THE BANKS EACH WAIVE TO THE EXTENT NOT PROHIBITED BY
LAW, PERSONAL SERVICE OF ANY

                                      -79-

<PAGE>   85


SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY NEW YORK LAW.

         XI.18    Waiver of Jury Trial. THE COMPANY, THE BANKS AND THE
ADMINISTRATIVE AGENT WAIVE TO THE EXTENT NOT PROHIBITED BY LAW, THEIR RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE. THE COMPANY, THE BANKS AND
THE ADMINISTRATIVE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL
BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         XI.19    Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
the Banks and the Administrative Agent, and supersedes all prior or
contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.

                                      -80-

<PAGE>   86


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

                                       CITGO PETROLEUM CORPORATION


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   87


                                       BANK OF AMERICA NATIONAL TRUST
                                       AND SAVINGS ASSOCIATION,
                                       as Administrative Agent


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



                                       BANK OF AMERICA NATIONAL TRUST
                                       AND SAVINGS ASSOCIATION, as a Bank


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   88


                                       ROYAL BANK OF CANADA,
                                       as Syndication Agent and as a Bank


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   89


                                       THE BANK OF NEW YORK,
                                       as Syndication Agent and as a Bank


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   90


                                       CHASE MANHATTAN BANK,
                                       as Co-Agent and as a Bank


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   91


                                       THE BANK OF TOKYO-MITSUBISHI, LTD.
                                       as Co-Agent and as a Bank


                                       By:
                                          --------------------------------------
                                             Michael G. Meiss
                                             Vice President & Manager



<PAGE>   92


                                       BANQUE NATIONALE DE PARIS,
                                       as Co-Agent and as a Bank


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   93


                                       THE FUJI BANK, LIMITED - HOUSTON AGENCY,
                                       as Co-Agent and as a Bank


                                       By:
                                          --------------------------------------
                                             Jacques Azagury
                                             Vice President & Manager



<PAGE>   94


                                       ABN AMRO BANK, N.V.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   95


                                       BANKBOSTON, N.A.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   96


                                       THE FIRST NATIONAL BANK OF CHICAGO


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   97


                                       THE INDUSTRIAL BANK OF JAPAN, LIMITED


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   98


                                       NATIONAL WESTMINSTER BANK PLC,
                                       NEW YORK BRANCH


                                       By:
                                          --------------------------------------
                                             Paul K. Carter
                                             Vice President



<PAGE>   99


                                       NATIONAL WESTMINSTER BANK PLC,
                                       NASSAU BRANCH


                                       By:                                    
                                          --------------------------------------
                                             Paul K. Carter
                                             Vice President



<PAGE>   100


                                       NATIONSBANK, N.A.


                                       By:
                                          --------------------------------------
                                             Denise A. Smith
                                       Title:                                
                                             -----------------------------------



<PAGE>   101


                                       CITIBANK, N.A.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   102


                                       DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
                                       CAYMAN ISLAND BRANCH


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   103


                                       SUNTRUST BANK, ATLANTA


                                       By:
                                          --------------------------------------
                                             Todd Davis
                                             Assistant Vice President


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   104


                                       BANK AUSTRIA AKTIENGESELLSCHAFT -
                                       NEW YORK BRANCH


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   105


                                       THE NORTHERN TRUST COMPANY


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>   106


                                       BANK OF OKLAHOMA, NATIONAL ASSOCIATION


                                       By:
                                          --------------------------------------
                                             Denise L. Maltby
                                             Senior Vice President



<PAGE>   107


                                       WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                       NEW YORK BRANCH


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
<PAGE>   108


                                  SCHEDULE 2.1




                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>
<CAPTION>
                                                                                                     Pro Rata
         Bank                                                  Commitment                              Share
         ----                                                  ----------                              -----
<S>                                                         <C>                                       <C>   
Bank of America NT & SA                                     $   17,045,454.57                         11.36%
The Bank of New York                                        $   13,636,363.64                          9.09%
Royal Bank of Canada                                        $   13,636,363.64                          9.09%
The Chase Manhattan Bank                                    $    9,545,454.55                          6.36%
The Bank of Tokyo-Mitsubishi Limited                        $    9,545,454.55                          6.36%
Banque Nationale de Paris                                   $    9,545,454.55                          6.36%
The Fuji Bank, Limited                                      $    9,545,454.55                          6.36%
ABN AMRO Bank, N.V.                                         $    5,454,545.45                          3.64%
BankBoston                                                  $    5,454,545.45                          3.64%
The First National Bank of Chicago                          $    5,454,545.45                          3.64%
The Industrial Bank of Japan, Limited                       $    5,454,545.45                          3.64%
National Westminister Bank, PLC                             $    5,454,545.45                          3.64%
NationsBank                                                 $    5,454,545.45                          3.64%
Citibank                                                    $    5,454,545.45                          3.64%
DG Bank                                                     $    5,454,545.45                          3.64%
SunTrust                                                    $    5,454,545.45                          3.64%
West LB                                                     $    5,454,545.45                          3.64%
Bank Austria                                                $    5,454,545.45                          3.64%
Northern Trust                                              $    4,090,909.09                          2.73%
Bank of Oklahoma                                            $    3,409,090.91                          2.27%

        TOTAL                                               $  150,000,000.00                        100.00%
</TABLE>





<PAGE>   109


                                  SCHEDULE 5.1

                     Qualification as a Foreign Corporation



Texas
Louisiana
Oklahoma
New York


<PAGE>   110


                                  SCHEDULE 6.5


                                   LITIGATION


<PAGE>   111


                                  SCHEDULE 6.13


                        EXPECTED MATERIAL ADVERSE EFFECTS


                                      None


<PAGE>   112


                                  SCHEDULE 6.14


                              ENVIRONMENTAL MATTERS


                                      None


<PAGE>   113


                                  SCHEDULE 6.17


                                  SUBSIDIARIES


<PAGE>   114



                                  SCHEDULE 11.2


                   BANK OFFSHORE AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES



COMPANY ADDRESS
CITGO PETROLEUM CORPORATION

One Warren Place
Tulsa, Oklahoma 74102
Attention:
                           Geoffry Reid
                           Telephone:  (918) 495-5185
                           Facsimile:  (918) 495-5492

BANKS AND AGENTS
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
  as Administrative Agent

Bank of America National Trust
and Savings Association
Agency Administration Services #5596
1850 Gateway Blvd, 5th Floor
Concord, California 94520
Attention:
                           Alexandra Bax
                           Telephone: (925) 675-8373
                           Facsimile: (925) 675-8369

with copy to:

Bank of America National
Trust and Savings Association
333 Clay Street, Suite 4550
Houston, Texas 77002
Attention:



                             Schedule 11.2 - Page 1


<PAGE>   115


                           Claire Liu
                           Telephone: (713) 651-4855
                           Facsimile: (713) 651-4841

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
  as a Bank

Domestic and Offshore Lending Office:
231 So. LaSalle Street
Chicago, Illinois 60697
Attention:
                           Ida Rubens
                           Telephone: (312) 828-5239
                           Facsimile: (312) 974-9626

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

Bank of America National
Trust and Savings Association
333 Clay Street, Suite 4550
Houston, Texas 77002
Attention:
                           Claire Liu
                           Telephone: (713) 651-4855
                           Facsimile: (713) 651-4841


THE BANK OF NEW YORK, as
Syndication Agent and as a Bank

Domestic and Offshore Lending Office:
One Wall Street, 19th Floor
New York, New York 10286
Attention:
                           Kathy D'Elena
                           Telephone: (212) 635-7550
                           Facsimile: (212) 635-7923/4




                             Schedule 11.2 - Page 2

<PAGE>   116


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

The Bank of New York
Energy Industries Division
One Wall Street, 19th Floor
New York, New York  10286
Attention:
                           Raymond J. Palmer
                           Telephone: (212) 635-7834
                           Facsimile: (212) 635-7924


ROYAL BANK OF CANADA,
as Syndication Agent and as a Bank

Domestic and Offshore Lending Office:
One Financial Square, 24th Floor
New York, New York 10005-3531
Attention:
                           Danielle Gilles
                           Telephone: (212) 428-6332
                           Facsimile: (212) 428-2372

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

Royal Bank of Canada
12450 Greenspoint Drive, Suite 1450
Houston, Texas 77060
Attention:
                           J. Doug Frost
                           Telephone: (281) 874-5664
                           Facsimile: (281) 874-0081





                             Schedule 11.2 - Page 3

<PAGE>   117


CHASE MANHATTAN BANK,
as a Co-Agent and as a Bank

Domestic and Offshore Lending Office:
270 Park Avenue 32nd Floor
New York, New York 10017
Attention:
                           Tonya Mitchell
                           Telephone:  (212) 552-7206
                           Facsimile:  (212) 552-5777

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

Chase Manhattan Bank
2200 Ross Avenue 3rd Floor
Dallas, Texas 75201
Attention:
                           Donna German
                           Telephone:  (214) 965-2540
                           Facsimile:  (214) 965-2389


THE BANK OF TOKYO-MITSUBISHI, LTD.

Domestic and Offshore Lending Office:
1100 Louisiana Street, Suite 2800
Houston, Texas 77002
Attention:
                           Nadra Breir
                           Telephone: (713) 655-3847
                           Facsimile: (713) 655-3855

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

The Bank of Tokyo-Mitsubishi, Ltd.
1100 Louisiana, Suite 2800
Houston, Texas 77002
Attention:
                           Michael G. Meiss
                           Telephone: (713) 655-3815
                           Facsimile: (713) 655-3855



                             Schedule 11.2 - Page 4

<PAGE>   118


BANQUE NATIONALE DE PARIS, HOUSTON AGENCY
as a Co-Agent and as a Bank

Domestic and Offshore Lending Office:
333 Clay Street, Suite 3400
Houston, Texas 77002
Attention:
                  Donna Rose
                  Telephone: (713) 951-1240
                  Facsimile: (713) 659-1414

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

Banque Nationale de Paris, Houston Agency
717 North Harwood Street, Suite 2630
Dallas, Texas  75201
Attention:
                           Lloyd G. Cox
                           Telephone: (214) 969-7388
                           Facsimile: (214) 969-0060


THE FUJI BANK, LIMITED-HOUSTON AGENCY,
as Co-Agent and as Bank

Domestic and Offshore Lending Office:
One Houston Center, Suite 4100
1221 McKinney
Houston, Texas 77010
Attention:
                           Jenny Lin
                           Telephone: (713) 650-7821
                           Facsimile: (713) 951-0590



                             Schedule 11.2 - Page 5

<PAGE>   119


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

The Fuji Bank, Limited-Houston Agency
One Houston Center, Suite 4100
1221 McKinney
Houston, Texas 77010
Attention:
                           Jacques Azagury
                           Telephone: (713) 650-7845
                           Facsimile: (713) 759-0048


ABN AMRO BANK, N.V.

Domestic and Offshore Lending Office:
ABN AMRO Bank N.V.
135 South LaSalle Street, Suite 625
Chicago, Illinois 60603
Attention:
                           Loan Administration
                           Telephone: (312) 904-8865
                           Facsimile: (312) 904-6893

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

ABN AMRO Bank N.V.
135 South LaSalle Street, Suite 2805
Chicago, Illinois 60603
Attention:

                           Credit Administration
                           Telephone: (312) 904-8835
                           Facsimile: (312) 904-8840

with copy to:

ABN AMRO North America, Inc.
Three Riverway, Suite 1700
Houston, Texas 77056
Attention:
                           Michael Nepveux
                           Telephone: (713) 964-3316
                           Facsimile: (713) 621-5810





                             Schedule 11.2 - Page 6

<PAGE>   120



BOSTONBANK, N.A.

Domestic and Offshore Lending Office:
100 Federal Street
Boston, Massachusetts 02110
Attention:
                           Debra Williams
                           Telephone: (617) 434-9623
                           Facsimile: (617) 434-9820

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

BankBoston, N.A.
100 Federal Street
Boston, Massachusetts 02110
Attention:
                           Stephen Carll
                           Telephone: (617) 434-9697
                           Facsimile: (617) 434-3652


THE FIRST NATIONAL BANK OF CHICAGO

Domestic and Offshore Lending Office:
One First National Plaza
0634, 1FNP, 10
Chicago, Illinois 60670
Attention:
                           John Beirne
                           Telephone: (312) 732-3659
                           Facsimile: (312) 732-4840



                             Schedule 11.2 - Page 7


<PAGE>   121


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

The First National Bank of Chicago
One First National Plaza
0634, 1FNP, 10 
Chicago, Illinois 60670 
Attention:
                           John Beirne
                           Telephone: (312) 732-3659
                           Facsimile: (312) 732-4840

with copy to:

The First National Bank of Chicago
1100 Louisiana, Suite 3200
Houston, Texas 77002
Attention:
                           Dixon Schultz
                           Telephone: (713) 654-7329
                           Facsimile: (713) 654-7370


THE INDUSTRIAL BANK OF JAPAN, LIMITED

Domestic and Offshore Lending Office:
The Industrial Bank of Japan, Limited
New York Branch
1251 Avenue of the Americas
New York, New York 10020-1104
Attention:
                           Bob Cummings, Credit Administration
                           Telephone: (212) 282-4067
                           Facsimile: (212) 282-4480 or
                                            (212) 282-4250

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

The Industrial Bank of Japan, Limited
New York Branch
1251 Avenue of the Americas
New York, New York 10020-1104
Attention:
                           Bob Cummings, Credit Administration
                           Telephone: (212) 282-4067
                           Facsimile: (212) 282-4480 or
                                            (212) 282-4250




                             Schedule 11.2 - Page 8

<PAGE>   122


with copy to:

The Industrial Bank of Japan, Limited
Three Allen Center, Suite 4850
333 Clay Street
Houston, Texas 77002
Attention:
                           Ms. Jessica Cowan (re: bid notices)
                           Telephone: (713) 651-9444 ext. 124
                           Facsimile: (713) 651-9209

                           Mr. Lynn Williford (other notices)
                           Telephone: (713) 651-9444 ext. 104
                           Facsimile: (713) 651-9209


NATIONAL WESTMINSTER BANK PLC., NEW YORK BRANCH
NATIONAL WESTMINSTER BANK PLC., NASSAU BRANCH

Domestic Lending Office:
National Westminster Bank Plc., New York Branch
175 Water Street
New York, New York 10038
Attention:
                           Evonne Wearing
                           Telephone: (212) 602-4180
                           Facsimile: (212) 602-4118

Offshore Lending Office:
National Westminster Bank Plc., Nassau Branch
175 Water Street
New York, New York 10038
Attention:
                           Evonne Wearing
                           Telephone: (212) 602-4180
                           Facsimile: (212) 602-4118



                             Schedule 11.2 - Page 9


<PAGE>   123


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

National Westminster Bank, Plc.
600 Travis Street, Suite 6070
Houston, Texas 77002
Attention:
                           Kristi DeMaiolo, Vice President
                           Telephone: (713) 221-2429
                           Facsimile: (713) 221-2431


NATIONSBANK, N.A.

Domestic and Offshore Lending Office:
901 Main Street, 14th Floor
Dallas, Texas  75202
Attention:
                           Betty Canales
                           Telephone: (214) 508-1225
                           Facsimile: (214) 508-1215

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

NationsBank, N.A.
901 Main Street, 64th Floor
Dallas, Texas 75202
Attention:
                           Denise A. Smith
                           Telephone: (214) 508-1261
                           Facsimile: (214) 508-1285


CITIBANK, NA

Domestic and Offshore Lending Office:
399 Park Avenue
New York, New York 10043
Attention:
                           Patrice Williams
                           Telephone: (302) 894-6068
                           Facsimile: (302) 894-6120




                             Schedule 11.2 - Page 10

<PAGE>   124

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

Citibank, N.A.
c/o Citicorp Securities, Inc.
1200 Smith Street, Suite 2000
Houston, Texas 77002
Attention:
                           Greg Morzano
                           Telephone: (713) 654-3559
                           Facsimile: (713) 654-2869


DG BANK DEUTSCHE GENOSSENSCHAFTS BANK, CAYMAN ISLAND BRANCH

Domestic and Offshore Lending Office:
609 Fifth Avenue
New York, New York 10017-1021
Attention:
                           Mark K. Connelly, Vice President
                           Telephone:  (212) 745-1560
                           Facsimile:  (212) 745-1556/1550

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

DG Bank
609 Fifth Avenue
New York, New York 10017-1021
Attention:
                           Mark K. Connelly, Vice President
                           Telephone:  (212) 745-1560
                           Facsimile:  (212) 745-1556/1550



                             Schedule 11.2 - Page 11
<PAGE>   125

SUNTRUST BANK, ATLANTA

Domestic and Offshore Lending Office
25 Park Place, MC-120
Atlanta, Georgia 30303
Attention:
                           Ernestine Fambrough
                           Telephone: (404) 581-1612
                           Facsimile: (404) 575-2730

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

SunTrust Bank, Atlanta
25 Park Place, MC-120
Atlanta, Georgia 30303
Attention:
                           Todd Davis
                           Telephone: (404) 658-4917
                           Facsimile: (404) 827-6270


WESTDEUTSCHE LANDESBANK GIROZENTRALE

Domestic and Offshore Lending Office:
1211 Avenue of the Americas
New York, New York 10036
Attention:
                           Cheryl Wilson
                           Telephone: (212) 852-6152
                           Facsimile: (212) 302-7946

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

Westdeutsche Landesbank Girozentrale, New York Branch
1211 Avenue of the Americas
New York, New York 10036
Attention:
                           Richard R. Newman
                           Telephone: (212) 852-6120
                           Facsimile: (212) 852-6307


                             Schedule 11.2 - Page 12

<PAGE>   126
BANK AUSTRIA AKTIENGESELLSCHAFT- NEW YORK BRANCH

Domestic and Offshore Lending Office:
565 Fifth Avenue
New York, New York 10017
Attention:
                           Robert Malendez
                           Telephone: (212) 880-1173
                           Facsimile: (212) 880-1180


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

Bank Austria AG
565 Fifth Avenue
New York, New York  10017
Attention:
                           Karen L. Jill
                           Telephone: (212) 880-1079
                           Facsimile: (212) 880-1080


THE NORTHERN TRUST COMPANY

Domestic and Offshore Lending Office:
50 S. LaSalle
Chicago, Illinois 60675
Attention:
                           Linda Honda (re: Loans, Borrowing Notices, 
                           Conversion/Continuation Notices)
                           Telephone: (312) 444-3532
                           Facsimile: (312) 630-1566

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

The Northern Trust Company
50 S. LaSalle B-11
Chicago, Illinois 60675
Attention:
                           John Burda
                           Telephone: (312) 444-4575
                           Facsimile: (312) 444-5055



                             Schedule 11.2 - Page 13

<PAGE>   127

BANK OF OKLAHOMA, NATIONAL ASSOCIATION

Domestic and Offshore Lending Office:
P.O. Box 2300
Tulsa, Oklahoma 74192
Attention:
                           Pam Cratin
                           Telephone: (405) 936-3731
                           Facsimile: (405) 936-3771

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

Bank of Oklahoma, National Association
One Williams Center, 8th Floor
Tulsa, Oklahoma 74103
Attention:
                           Robert D. Mattax
                           Telephone: (918) 588-6217
                           Facsimile: (918) 588-6880





                             Schedule 11.2 - Page 14





<PAGE>   128



                                   Exhibit A-2

                                    EXHIBIT A

                               NOTICE OF BORROWING


Date: _______, [199_] [200_]


To:      Bank of America National Trust and Savings Association as
         Administrative Agent for the Banks parties to the $150,000,000 Credit
         Agreement dated as of May 13, 1998 (as extended, renewed, amended or
         restated from time to time, the "Credit Agreement") among CITGO
         Petroleum Corporation, certain Banks which are signatories thereto and
         Bank of America National Trust and Savings Association, as
         Administrative Agent


Ladies and Gentlemen:

         The undersigned, CITGO Petroleum Corporation (the "Company"), refers to
the Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.3 of the
Credit Agreement, of the Borrowing specified below:

                  1. The Business Day of the proposed Borrowing is _________,
         19__.

                  2. The aggregate amount of the proposed Borrowing is $ ______.
         (1)

                  3. The Borrowing is to be comprised of $ _______ of [Base
         Rate] [CD Rate] [Offshore Rate] Loans.

                  4. The duration of the Interest Period for the [CD Rate Loans]
         [Offshore Rate Loans] included in the Borrowing shall be [_____ days]
         [_____ months].

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the proposed Borrowing,
before and after giving effect thereto and to the application of the proceeds
therefrom:

                  (a) the representations and warranties of the Company
         contained in Article VI of the Credit Agreement are true and correct in
         all material respects as though made on and as 

--------------
(1)      Such amount shall be a minimum of $10,000,000 or, if greater, any
         multiple of $1,000,000.




                                  Exhibit A-1


<PAGE>   129

         of such date (except to the extent such representations and warranties
         relate to an earlier date, in which case they are true and correct in
         all material respects as of such date);

                  (b) no Default or Event of Default has occurred and is
         continuing, or would result from such proposed Borrowing; and

                  (2)(c) The proposed Borrowing will not cause the aggregate
         principal of all outstanding Loans to exceed the Total Commitment.


                                            CITGO PETROLEUM CORPORATION


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


--------------
(2)      Need not be included for Term Loan.


                                  Exhibit A-2


<PAGE>   130


                                    EXHIBIT B

                        NOTICE OF CONVERSION/CONTINUATION



                                                    Date: _______, [199_] [200_]


To:      Bank of America National Trust and Savings Association, as
         Administrative Agent for the Banks parties to the $150,000,000 Credit
         Agreement dated as of May 13, 1998 (as extended, renewed, amended or
         restated from time to time, the "Credit Agreement") among CITGO
         Petroleum Corporation, certain Banks which are signatories thereto and
         Bank of America National Trust and Savings Association, as
         Administrative Agent

Ladies and Gentlemen:

         The undersigned, CITGO Petroleum Corporation (the "Company"), refers to
the Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.4 of the
Credit Agreement, of the [conversion] [continuation] of the Loans specified
herein, that:

                  1. The Conversion/Continuation Date is _______, [199_][200_].

                  2. The aggregate amount of the Loans to be [converted]
         [continued] is $ ________.

                  3. The Loans are to be [converted into] [continued as] [CD
         Rate] [Offshore Rate] [Base Rate] Loans.

                  4. [If applicable:] The duration of the Interest Period for
         the Loans included in the [conversion] [continuation] shall be [
         __days] [ __ months].

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the proposed Conversion/Continuation
Date, before and after giving effect thereto and to the application of the
proceeds therefrom:

                  (1)(a) the representations and warranties of the Company
         contained in Article VI of the Credit Agreement (except for Section
         6.6) are true and correct in all material respects

--------------
(1)      Need not be included for a conversion into or continuation as Base Rate
         Loans.


                                  Exhibit B-1

<PAGE>   131

         as though made on and as of such date (except to the extent such
         representations and warranties relate to an earlier date, in which case
         they are true and correct in all material respects as of such date);

                  (2)(b) no Default or Event of Default has occurred and is
         continuing, or would result from such proposed [conversion]
         [continuation]; and

                  (3)(c) the proposed [conversion][continuation] will not cause
         the aggregate principal of all outstanding Loans to exceed the Total
         Commitment.



                                                CITGO PETROLEUM COMPANY



                                                By:
                                                   ----------------------------
                                                Name:
                                                     --------------------------
                                                Title:
                                                      -------------------------





-------------------
(2)      Need not be included for a conversion into or continuation as Base Rate
         Loans.

(3)      Need not be included for Term Loans.



                                  Exhibit B-2

<PAGE>   132


                                    EXHIBIT C


                           CITGO PETROLEUM CORPORATION
                             COMPLIANCE CERTIFICATE



                     Financial
                     Statement Date: _______, [199_] [200_]


         Reference is made to that certain $150,000,000 Credit Agreement and
that certain $400,000,000 Credit Agreement, each dated as of May 13, 1998 (as
extended, renewed, amended or restated from time to time, collectively, the
"Credit Agreement") among CITGO PETROLEUM CORPORATION, a Delaware corporation
(the "Company"), the several financial institutions from time to time parties to
this Credit Agreement (the "Banks") and Bank of America National Trust and
Savings Association, as administrative agent for the Banks (in such capacity,
the "Administrative Agent"). Unless otherwise defined herein, capitalized terms
used herein have the respective meanings assigned to them in the Credit
Agreement.

         The undersigned Responsible Officer of the Company, hereby certifies as
of the date hereof that he/she is the of the Company, and that, as such, he/she
is authorized to execute and deliver this Certificate to the Banks and the
Administrative Agent on the behalf of the Company and its consolidated
Subsidiaries, and that:

         1. The ratio of Indebtedness to Capitalization is __________, which
does not exceed .65 to 1.00 which is required by Section 8.2(a).

         2. The Net Worth of the Company is _________, which exceeds the minimum
required in Section 8.2(a).

         3. The ratio of EBITDA to the Interest Expense for the Computation
Period is ________ which is not less than 3.00 to 1.00 as required by Section
8.2(b).

         4. The undersigned has reviewed and is familiar with the terms of the
Credit Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and conditions (financial or
otherwise) of the Company during the accounting period covered by the attached
financial statements.

         5. To the best of the undersigned's knowledge, except as specified on
Schedule 1 attached hereto, the Company, during such period, has observed,
performed or satisfied all of its covenants and other agreements, and satisfied
every condition in the Credit Agreement to be observed, performed 


                                  Exhibit C-1

<PAGE>   133

or satisfied by the Company, and the undersigned has no knowledge of any Default
or Event of Default.

         6. The following financial covenant analyses and information set forth
on Schedule 2 attached hereto are true and accurate on and as of the date of
this Certificate.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_________, [199_][200_].


                                           CITGO PETROLEUM CORPORATION



                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------



                                  Exhibit C-2

<PAGE>   134


                                   SCHEDULE 1
                                   Exceptions















                                  Exhibit C-3

<PAGE>   135


                                   SCHEDULE 2
                          To the Compliance Certificate
                                  ($ in 000's)

<TABLE>
<CAPTION>
<S>                                                                                                    <C>
1.       Section 8.2(a) Capitalization Ratio:

         A.       Indebtedness of Company and its Restricted Subsidiaries                               $__________

         B.       Net Worth of the Company and its Restricted Subsidiaries                              $__________

         C.       Capitalization (A+B)                                                                  $__________

         D.       Capitalization (A/C)                                                                   __________%

         Maximum permitted                                                                                       65%

2.       Section 8.2(b) Indebtedness Interest Coverage Ratio:

         A.       Net Income of the Company and its Restricted Subsidiaries                             $__________

         B.       Income Taxes For the Company and its Restricted Subsidiaries                          $__________

         C.       Interest Expense for the Company and its Restricted Subsidiaries                      $__________

         D.       Depreciation and amortization for the Company and its Restricted Subsidiaries         $__________

         E.       EBITDA (A+B+C+D)                                                                      $__________

         F.       EBITDA/Interest Expense (E/C)                                                         $__________

         Minimum required                                                                                      3.00%

3.       Section 8.2(c) Minimum Net Worth

         Net Worth of the Company and its Restricted Subsidiaries                                       $__________

         Minimum required:
         25% of cumulative Net Income (without allowance for losses) of the Company and its
         Restricted Subsidiaries for each Fiscal Quarter ending after December 31, 1997 + $1,750,000    $__________
</TABLE>




                                  Exhibit C-4

<PAGE>   136


                                   EXHIBIT D-1

                     [FORM OF] OPINION OF COMPANY'S COUNSEL











                                   Page 1 of 1

<PAGE>   137



                                   EXHIBIT D-2

                 [FORM OF] OPINION OF GENERAL COUNSEL OF COMPANY






                                   Page 1 of 1

<PAGE>   138



                                   EXHIBIT D-3

                     [FORM OF] OPINION OF COUNSEL FOR PDVSA







                                   Page 1 of 1

<PAGE>   139

                                    EXHIBIT E

                  [FORM OF] ASSIGNMENT AND ACCEPTANCE AGREEMENT



                  This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and
Acceptance") dated as of __________, [199__] [200 ] is made between
______________________________ (the "Assignor") and __________________________
(the "Assignee").


                                    RECITALS

                  WHEREAS, the Assignor is party to that certain $150,000,000
Credit Agreement dated as of May 13, 1998 (as amended, amended and restated,
modified, supplemented or renewed, the "Credit Agreement") among CITGO Petroleum
Corporation, a Delaware corporation (the "Company"), the several financial
institutions from time to time party thereto (including the Assignor, the
"Banks"), and Bank of America National Trust and Savings Association, as
administrative agent for the Banks (the "Administrative Agent"). Any terms
defined in the Credit Agreement and not defined in this Assignment and
Acceptance are used herein as defined in the Credit Agreement;

                  WHEREAS, as provided under the Credit Agreement, the Assignor
has committed to making Loans (the "Loans") to the Company in an aggregate
amount not to exceed $__________ (the "Commitment");

                  WHEREAS, [the Assignor has made Loans in the aggregate
principal amount of $__________ to the Company] [no Loans are outstanding under
the Credit Agreement]; and

                  WHEREAS, the Assignor wishes to assign to the Assignee [part
of the] [all] rights and obligations of the Assignor under the Credit Agreement
in respect of its Commitment, [together with a corresponding portion of each of
its outstanding Loans] in an amount equal to $__________ (the "Assigned Amount")
on the terms and subject to the conditions set forth herein and the Assignee
wishes to accept assignment of such rights and to assume such obligations from
the Assignor on such terms and subject to such conditions;

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements contained herein, the parties hereto agree as follows:

         1.       Assignment and Acceptance.





                                  Exhibit E-1

<PAGE>   140


                  (a) Subject to the terms and conditions of this Assignment and
Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from
the Assignor, without recourse and without representation or warranty (except as
provided in this Assignment and Acceptance) __% (the "Assignee's Percentage
Share") of (A) the Commitment [and the Loans] of the Assignor and (B) all
related rights, benefits, obligations, liabilities and indemnities of the
Assignor under and in connection with the Credit Agreement and the Loan
Documents.

                  [If appropriate, add paragraph specifying payment to Assignor
by Assignee of outstanding principal of, accrued interest on, and fees with
respect to, Loans assigned.]

                  (b) With effect on and after the Effective Date (as defined in
Section 5 hereof), the Assignee shall be a party to the Credit Agreement and
succeed to all of the rights and be obligated to perform all of the obligations
of a Bank under the Credit Agreement, including the requirements concerning
confidentiality and the payment of indemnification, with a Commitment in an
amount equal to the Assigned Amount. The Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Bank. It is the intent
of the parties hereto that the Commitment of the Assignor shall, as of the
Effective Date, be reduced by an amount equal to the Assigned Amount and the
Assignor shall relinquish its rights and be released from its obligations under
the Credit Agreement to the extent such obligations have been assumed by the
Assignee; provided, however, the Assignor shall not relinquish its rights under
Article IV Sections 11.4 and 11.5 of the Credit Agreement to the extent such
rights relate to the time prior to the Effective Date.

                  (c) After giving effect to the assignment and assumption set
forth herein, on the Effective Date the Assignee's Commitment will be
$__________.

                  (d) After giving effect to the assignment and assumption set
forth herein, on the Effective Date the Assignor's Commitment will be
$__________.

         2.       Payments.

                  (a) As consideration for the sale, assignment and transfer
contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the
Effective Date in immediately available funds an amount equal to $__________,
representing the Assignee's Pro Rata Share of the principal amount of all Loans.

                  (b) The [Assignor] [Assignee] further agrees to pay to the
Administrative Agent a processing fee in the amount specified in Section 11.8(a)
of the Credit Agreement.



                                  Exhibit E-2

<PAGE>   141

         3.       Reallocation of Payments.

                  Any interest, fees and other payments accrued to the Effective
Date with respect to the Commitment and Loans shall be for the account of the
Assignor. Any interest, fees and other payments accrued on and after the
Effective Date with respect to the Assigned Amount shall be for the account of
the Assignee. Each of the Assignor and the Assignee agrees that it will hold in
trust for the other party any interest, fees and other amounts which it may
receive to which the other party is entitled pursuant to the preceding sentence
and pay to the other party any such amounts which it may receive promptly upon
receipt.

         4.       Independent Credit Decision.

                  The Assignee (a) acknowledges that it has received a copy of
the Credit Agreement and the Schedules and Exhibits thereto, together with
copies of the most recent financial statements referred to in Section 7.1 of the
Credit Agreement, and such other documents and information as it has deemed
appropriate to make its own credit and legal analysis and decision to enter into
this Assignment and Acceptance; and (b) agrees that it will, independently and
without reliance upon the Assignor, the Administrative Agent or any other Bank
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit and legal decisions in taking or not
taking action under the Credit Agreement.

         5.       Effective Date; Notices.

                  (a) As between the Assignor and the Assignee, the effective
date for this Assignment and Acceptance shall be __________, [199__] [200 ] (the
"Effective Date"); provided that the following conditions precedent have been
satisfied on or before the Effective Date:

                           (i) this Assignment and Acceptance shall be executed
         and delivered by the Assignor and the Assignee;

                           (ii) the consent of the Company and the
         Administrative Agent if required for an effective assignment of the
         Assigned Amount by the Assignor to the Assignee under Section 11.8(a)
         of the Credit Agreement shall have been duly obtained and shall be in
         full force and effect as of the Effective Date;

                           (iii) the Assignee shall pay to the Assignor all
         amounts due to the Assignor under this Assignment and Acceptance;

                           (iv) the Assignee shall have complied with Section
         11.10 of the Credit Agreement (if applicable);





                                  Exhibit E-3

<PAGE>   142

                           (v) the processing fee referred to in Section 2(b)
         hereof and in Section 11.8(a) of the Credit Agreement shall have been
         paid to the Administrative Agent; and

                           (vi) the Assignor shall have assigned and the
         Assignee shall have assumed a percentage equal to the Assignee's
         Percentage Share of the rights and obligations of the Assignor under
         the Credit Agreement (if such agreement exists).

                  (b) Promptly following the execution of this Assignment and
Acceptance, the Assignor shall deliver to the Company and the Administrative
Agent for acknowledgment by the Administrative Agent and the Company a Notice of
Assignment substantially in the form attached hereto as Schedule 1.

         [6. Administrative Agent. [INCLUDE ONLY IF ASSIGNOR IS ADMINISTRATIVE
AGENT]

                  (a) The Assignee hereby appoints and authorizes the Assignor
to take such action as agent on its behalf and to exercise such powers under the
Credit Agreement as are delegated to the Administrative Agent by the Banks
pursuant to the terms of the Credit Agreement.

                  [(b) The Assignee shall assume no duties or obligations held
by the Assignor in its capacity as Administrative Agent (as the case may be)
under the Credit Agreement.]]

         7.       Withholding Tax.

                  The Assignee (a) represents and warrants to the Bank, the
Administrative Agent and the Company that under applicable law and treaties no
tax will be required to be withheld by the Bank with respect to any payments to
be made to the Assignee hereunder, (b) agrees to furnish (if it is organized
under the laws of any jurisdiction other than the United States or any State
thereof) to the Administrative Agent and the Company prior to the time that the
Administrative Agent or Company is required to make any payment of principal,
interest or fees hereunder, duplicate executed originals of either U.S. Internal
Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein
the Assignee claims entitlement to the benefits of a tax treaty that provides
for a complete exemption from U.S. federal income withholding tax on all
payments hereunder) and agrees to provide new Forms 4224 or 1001 upon the
expiration of any previously delivered form or comparable statements in
accordance with applicable U.S. law and regulations and amendments thereto, duly
executed and completed by the Assignee, and (c) agrees to comply with all
applicable U.S. laws and regulations with regard to such withholding tax
exemption.




                                  Exhibit E-4

<PAGE>   143

         8.       Representations and Warranties.

                  (a) The Assignor represents and warrants that (i) it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any Lien or other adverse claim; (ii) it
is duly organized and existing and it has the full power and authority to take,
and has taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance and to fulfill
its obligations hereunder; (iii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and
Acceptance, and apart from any agreements or undertakings or filings required by
the Credit Agreement, no further action by, or notice to, or filing with, any
Person is required of it for such execution, delivery or performance; and (iv)
this Assignment and Acceptance and a Bank Confidentiality Agreement have been
duly executed and delivered by it and constitutes the legal, valid and binding
obligation of the Assignor, enforceable against the Assignor in accordance with
the terms hereof, subject, as to enforcement, to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application relating to or
affecting creditors' rights and to general equitable principles.

                  (b) The Assignor makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement or any other instrument or document furnished pursuant
thereto. The Assignor makes no representation or warranty in connection with,
and assumes no responsibility with respect to, the solvency, financial condition
or statements of the Company, or the performance or observance by the Company,
of any of its respective obligations under the Credit Agreement or any other
instrument or document furnished in connection therewith.

                  (c) The Assignee represents and warrants that (i) it is duly
organized and existing and it has full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance, and to
fulfill its obligations hereunder; (ii) no notices to, or consents,
authorizations or approvals of, any Person are required (other than any already
given or obtained) for its due execution, delivery and performance of this
Assignment and Acceptance; and apart from any agreements or undertakings or
filings required by the Credit Agreement, no further action by, or notice to, or
filing with, any Person is required of it for such execution, delivery or
performance; (iii) this Assignment and Acceptance has been duly executed and
delivered by it and constitutes the legal, valid and binding obligation of the
Assignee, enforceable against the Assignee in accordance with the terms hereof,
subject, as to enforcement, to bankruptcy, insolvency, moratorium,
reorganization and other laws of general application relating to or affecting
creditors' rights and to general equitable principles; and (iv) it is an
Eligible Assignee.



                                  Exhibit E-5

<PAGE>   144

         9.       Further Assurances.

                  The Assignor and the Assignee each hereby agree to execute and
deliver such other instruments, and take such other action, as either party may
reasonably request in connection with the transactions contemplated by this
Assignment and Acceptance, including the delivery of any notices or other
documents or instruments to the Company or the Administrative Agent, which may
be required in connection with the assignment and assumption contemplated
hereby.

         10.      Miscellaneous.

                  (a) Any amendment or waiver of any provision of this
Assignment and Acceptance shall be in writing and signed by the parties hereto.
No failure or delay by either party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof and any waiver of any
breach of the provisions of this Assignment and Acceptance shall be without
prejudice to any rights with respect to any other or further breach thereof.

                  (b) All payments made hereunder shall be made without any
set-off or counterclaim.

                  (c) The Assignor and the Assignee shall each pay its own costs
and expenses incurred in connection with the negotiation, preparation, execution
and performance of this Assignment and Acceptance.

                  (d) This Assignment and Acceptance may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.

                  (e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. The Assignor and
the Assignee each irrevocably submits to the non-exclusive jurisdiction of any
State or Federal court sitting in the Southern District of New York over any
suit, action or proceeding arising out of or relating to this Assignment and
Acceptance and irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such New York State or Federal court.
Each party to this Assignment and Acceptance hereby irrevocably waives, to the
fullest extent it may effectively do so, the defense of an inconvenient forum to
the maintenance of such action or proceeding.

                  (f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY
RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR
STATEMENTS (WHETHER ORAL OR WRITTEN).



                                  Exhibit E-6

<PAGE>   145

                  [Other provisions to be added as may be negotiated between the
Assignor and the Assignee, provided that such provisions are not inconsistent
with the Credit Agreement.]

         IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment and Acceptance to be executed and delivered by their duly authorized
officers as of the date first above written.

                                                         [ASSIGNOR]


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   Address:




                                  Exhibit E-7

<PAGE>   146



                                                  [ASSIGNEE]


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   Address:






                                  Exhibit E-8

<PAGE>   147


                                   SCHEDULE 1

                       NOTICE OF ASSIGNMENT AND ACCEPTANCE


                                                  _______________, [199_] [200 ]



Bank of America National Trust
  and Savings Association, as Administrative Agent
1850 Gateway Blvd. 5th Floor
Concord, California 94520
Attn:  Agency Administration Services #5596


CITGO Petroleum Corporation
One Warren Place
Tulsa, Oklahoma 74102
Attn:  Geoffry Reid

Ladies and Gentlemen:

         We refer to the $150,000,000 Credit Agreement dated as of May 13, 1998
(as amended, amended and restated, modified, supplemented or renewed from time
to time the "Credit Agreement") among CITGO Petroleum Corporation (the
"Company"), the Banks referred to therein and Bank of America National Trust and
Savings Association, as administrative agent for the Banks (the "Administrative
Agent"). Terms defined in the Credit Agreement are used herein as therein
defined.

         1. We hereby give you notice of, and request your consent to, the
assignment by __________________ (the "Assignor") to _______________ (the
"Assignee") of _____% of the right, title and interest of the Assignor in and to
the Credit Agreement (including, without limitation, the right, title and
interest of the Assignor in and to the Commitments of the Assignor and all
outstanding Loans made by the Assignor pursuant to the Assignment and Acceptance
Agreement attached hereto (the "Assignment and Acceptance"). Before giving
effect to such assignment the Assignor's Commitment is $___________ and the
aggregate amount of its outstanding Loans is $_____________.

         2. The Assignee agrees that, upon receiving the consent of the
Administrative Agent and, if applicable, CITGO Petroleum Corporation to such
assignment, the Assignee will be bound by the 


                                  Exhibit E-9


<PAGE>   148

terms of the Credit Agreement as fully and to the same extent as if the Assignee
were the Bank originally holding such interest in the Credit Agreement.

         3. The following administrative details apply to the Assignee:


                  (A)      Lending Office Address:

                           Assignee name: ______________________________
                           Address:         ____________________________
                           Attention:       ____________________________
                           Telephone:       (___) ______________________
                           Telecopier:      (___) ______________________
                           Telex (Answerback):  ________________________

                  (B)      Notice Address:

                           Assignee name: ______________________________
                           Address:         ____________________________
                           Attention:       ____________________________
                           Telephone:       (___) ______________________
                           Telecopier:      (___) ______________________
                           Telex (Answerback):  ________________________

                  (C)      Payment Instructions:

                           Account No.:  _______________________________
                                    At:  _______________________________
                           Reference:    _______________________________
                           Attention:    _______________________________

         4. You are entitled to rely upon the representations, warranties and
covenants of each of the Assignor and Assignee contained in the Assignment and
Acceptance.



                                  Exhibit E-10

<PAGE>   149


         IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Notice of Assignment and Acceptance to be executed by their respective duly
authorized officials, officers or agents as of the date first above mentioned.

                                Very truly yours,

                                [NAME OF ASSIGNOR]


                                By:
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------


                                By:
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------



                                  Exhibit E-11

<PAGE>   150


                               [NAME OF ASSIGNEE]


                                By:
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------


                                By:
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------


ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:


CITGO PETROLEUM CORPORATION


By:
   --------------------------------------------
Name:
     ------------------------------------------
Title:
      -----------------------------------------



BANK OF AMERICA NATIONAL TRUST AND
  SAVINGS ASSOCIATION, as Administrative Agent


By:
   --------------------------------------------
Name:
     ------------------------------------------
Title:
      -----------------------------------------



                                  Exhibit E-12

<PAGE>   151



                                    EXHIBIT F


                            [FORM OF] PROMISSORY NOTE


$________                                                          May 13, 1998



         FOR VALUE RECEIVED, the undersigned, CITGO PETROLEUM CORPORATION, a
Delaware corporation (the "Company"), hereby promises to pay to the order of
(the "Bank") the principal sum of Dollars ($ ) or, if less, the aggregate unpaid
principal amount of all Loans made by the Bank to the Company pursuant to the
$150,000,000 Credit Agreement, dated as of May 13, 1998 (such $150,000,000
Credit Agreement, as it may be amended, restated, supplemented or otherwise
modified from time to time, being hereinafter called the "Credit Agreement"),
among the Company, the Bank, the other banks parties thereto, the Syndication
Agents (as defined therein), Bank of America National Trust and Savings
Association, as Administrative Agent for the Banks, on the dates and in the
amounts provided in the Credit Agreement. The Company further promises to pay
interest on the unpaid principal amount of the Loans evidenced hereby from time
to time at the rates, on the dates, and otherwise as provided in the Credit
Agreement. Terms defined in the Credit Agreement are used herein with their
defined meanings therein unless otherwise defined herein.

         The Bank is authorized to endorse the amount and the date on which each
Loan is made, the maturity date therefor and each payment of principal with
respect thereto on the schedules annexed hereto and made a part hereof, or on
continuations thereof which shall be attached hereto and made a part hereof;
provided however, that any failure to endorse such information on such schedule
or continuation thereof shall not in any manner affect any obligation of the
Company under the Credit Agreement or this Promissory Note (this "Note").

         This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.

         All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.



                                Exhibit F Page 1

<PAGE>   152


         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.


                                CITGO PETROLEUM CORPORATION



                                By:
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------




                                Exhibit F Page 2

<PAGE>   153


                                                              Schedule A to Note



                BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS

<TABLE>
<CAPTION>
                                     (2)                                (3)
                                   Amount                            Amount of                        (4)
         (1)                       of Base                           Base Rate                     Notation
        Date                      Rate Loan                         Loan Repaid                     Made By
        ----                      ---------                         -----------                    --------
<S>                        <C>                              <C>                             <C>


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

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</TABLE>



                                Exhibit F Page 3


<PAGE>   154


                                                              Schedule B to Note



            OFFSHORE RATE LOANS AND REPAYMENT OF OFFSHORE RATE LOANS

<TABLE>
<CAPTION>
                              (2)                     (3)                       (4)
                            Amount               Maturity Date                Amount                    (5)
       (1)                of Offshore             of Offshore            of Offshore Rate             Notation
      Date                 Rate Loan               Rate Loan                Loan Repaid               Made By
      ----                -----------            -------------           ----------------             --------
<S>                   <C>                    <C>                       <C>                      <C>
------------------    --------------------    --------------------     ----------------------    -------------------

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</TABLE>



                                Exhibit F Page 4

<PAGE>   155


                                                              Schedule C to Note



                  CD RATE LOANS AND REPAYMENT OF CD RATE LOANS


<TABLE>
<CAPTION>
                              (2)                     (3)                       (4)              
                            Amount                 Maturity                  Amount of                  (5)
       (1)                   of CD                Date of CD                  CD Rate                 Notation
      Date                 Rate Loan               Rate Loan                Loan Repaid               Made By
      ----                 ---------              ----------                -----------               --------
<S>                   <C>                    <C>                       <C>                       <C>

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

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</TABLE>


                                Exhibit F Page 5

<PAGE>   156


                                    EXHIBIT G


                            CONFIDENTIALITY AGREEMENT

                           CITGO PETROLEUM CORPORATION
                                One Warren Place
                                  P.O. Box 3758
                              Tulsa, Oklahoma 74102


                                                          _______, [199_] [200_]

[NAME AND ADDRESS OF BANK OR DESIGNATED BIDDER]


        Re: CITGO Petroleum Corporation

Ladies/Gentlemen:

        We refer to that certain $400,000,000 Credit Agreement and that certain
$150,000,000 Credit Agreement, each dated as of May 13, 1998, (together with all
amendments, supplements, amendments and restatements and other modifications, if
any, from time to time made thereto, collectively the "Credit Agreement"), by
and between CITGO PETROLEUM CORPORATION (the "Company"), the various financial
institutions party thereto, the Syndication Agents (as defined therein), and
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Credit Agreement.

        You have been furnished certain non-public information relating to the
Company and the Subsidiaries. As a condition to your receiving such information,
the Company requires that you agree to treat confidentially such information and
any other such information which the Company or any of the Company's
representatives or agents may hereafter furnish you or to which you have been or
may in the future be afforded access which is designated by the Company as
confidential (collectively, the "Evaluation Material") and to abstain from
taking certain actions as set forth below.

        You agree that the Evaluation Material and all information derived,
directly or indirectly, therefrom shall be held and treated by you and your
directors, officers, agents, employees and persons and attorneys retained and
engaged by you (collectively, your "Agents") in utmost and strictest confidence,
and shall not, except as provided herein, without the prior written consent of
the Company, be disclosed by you or your Agents. You may disclose the Evaluation
Material or portions thereof in summary form to prospective participants in or
assignees of your Commitment, Loans, Letter of Credit Obligations and other
Obligations under the Credit Agreement provided that such persons have
previously entered into a Confidentiality Agreement on terms and conditions


                                Exhibit G Page 1

<PAGE>   157

substantially similar to those set forth herein. You may disclose Evaluation
Materials to the Administrative Agent and/or any Bank which is party to the
Credit Agreement or any Affiliate which is a Designated Bidder. You agree that
the Company shall be entitled to equitable relief, including injunction, in the
event of any breach of the provisions of this paragraph, in addition to any
right at law to damages.

        If you are required in connection with judicial or governmental
proceedings or by Applicable Law (by oral questions, interrogatories, requests
for information or documents, subpoena, civil investigative demand or similar
process) to disclose any Evaluation Material, it is agreed, to the extent
permissible under Applicable Law and to the extent practicable, that you will
provide the Company with prompt notice of such request(s) so that the Company
may seek an appropriate protective order and/or waive your compliance with the
provisions of this Confidentiality Agreement; provided, that you may allow bank
regulators to examine the Evaluation Material. It is further agreed that if, in
the absence of a protective order or the receipt of a waiver hereunder, you are
nonetheless, in the opinion of your counsel, compelled by a court order or other
legal requirement to disclose Evaluation Material or else stand liable for
contempt or suffer other censure or penalty, you may disclose such information
to such tribunal without liability hereunder.

        Notwithstanding the foregoing, the following will not constitute
Evaluation Material for purposes of this Confidentiality Agreement:

                A. Information which is obtained or was previously obtained by
           you or your Agent from a third person who, insofar as is known to you
           after reasonable inquiry, is not prohibited from transmitting the
           information to you by a contractual, legal or fiduciary obligation to
           the Company.

                B. Information which is or becomes generally available to the
           public other than as a result of a disclosure by you or your Agents.

        Whenever possible, each provision of this Confidentiality Agreement
shall be interpreted in such manner as to be effective and valid under
Applicable Law, but if any such provision hereof is held to be prohibited by or
invalid under Applicable Law, such provisions shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions hereof.

        This Confidentiality Agreement is intended to replace any previously
executed agreement respecting confidentiality which shall upon the execution
hereof be null and void and of no further force and effect. This Agreement may
be executed in several counterparts, each of which shall be deemed an original,
and all such counterparts shall together constitute one and the same instrument.

                                Sincerely,

                                CITGO PETROLEUM CORPORATION


                                By:
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------





                                Exhibit G Page 2

<PAGE>   158



Please acknowledge your understanding of this Confidentiality Agreement and your
willingness to abide by its provisions, by signing below and returning by
telecopy to:

           CITGO Petroleum Corporation
           Attn:  Legal Department
           Fax #:  (918) 495-5559


[NAME OF BANK OR DESIGNATED BIDDER]


By:
   --------------------------------------------
Name:
     ------------------------------------------
Title:
      -----------------------------------------

Date:
     ----------------------


                                Exhibit G Page 3

<PAGE>   159


                                    Exhibit H

                                    [Form of]

                            Certificate of Extension

                                , [199__] [200__]

Bank of America National Trust and Savings
  Association, as Administrative Agent
Agency Administration Services #5596
1850 Gateway Blvd., 5th Floor
Concord, California 94520
Attention:  Alexandra Bax

Bank of America National Trust and
  Savings Association
333 Clay Street, Suite 4550
Houston, Texas 77002
Attention:  Claire Liu

         Re:  Extension of Transition Date - $150,000,000 Credit Agreement

Gentlemen:

         Reference is made to that certain $150,000,000 Credit Agreement dated
as of May 13, 1998 (as from time to time amended, supplemented, restated or
otherwise modified, the "Credit Agreement"), by and among CITGO Petroleum
Corporation (the "Company"), and the Banks from time to time parties thereto,
the Syndication Agents named therein and Bank of America National Trust and
Savings Association, as Administrative Agent. Terms which are defined in the
Credit Agreement and which are used but not defined herein are used herein with
the meanings ascribed to them in the Credit Agreement.

         Pursuant to the terms of Section 2.16 of the Credit Agreement, the
Company hereby requests an extension of the Transition Date under the Credit
Agreement for a period of 364 days from the current Transition Date.

         To induce the Banks to make such an extension of the current Transition
Date, the Company hereby represents, warrants, acknowledges, and agrees to and
with the Administrative Agent and each Bank that:

         (a) The representations and warranties of the Company contained in
Article VI of the Credit Agreement are true and correct in all material respects
as though made on and as of the date 


                                Exhibit H Page 1

<PAGE>   160

hereof (except to the extent such representations and warranties relate to an
earlier date, in which case they are true and correct in all material respects
as of such date).

         (b) No Default or Event of Default has occurred and is continuing, or
would result from such proposed extension of the Transition Date.

         The Company agrees that if, prior to the time of the extension of the
current Transition Date requested hereby, any matter certified to herein by it
will not be true and correct at such time as if then made, it will immediately
so notify the Administrative Agent. Except to the extent, if any, that, prior to
the time of the extension of the current Transition Date requested hereby, the
Administrative Agent shall have received written notice from the Company to the
contrary, each matter certified herein shall be deemed once again to be
certified as true and correct as of the date of such extension as if then made.

         Each of the Responsible Officers of the Company signing this instrument
hereby certifies that, to the best of his knowledge, the above representations,
warranties, acknowledgments and agreements of the Company are true, correct and
complete.


                                CITGO PETROLEUM CORPORATION


                                By:
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------



                                By:
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------







                                Exhibit H Page 2