<PAGE>   1
                                                                  EXHIBIT 10.23

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

                                  $400,000,000

                                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>
ARTICLE I           DEFINITIONS...................................................................................1
                    1.1      Certain Defined Terms................................................................1
                    1.2      Other Interpretive Provisions.......................................................27
                    1.3      Accounting Principles...............................................................28

ARTICLE II          THE CREDITS..................................................................................28
                    2.1      The Committed Credit................................................................28
                    2.2      Loan Accounts.......................................................................28
                    2.3      Procedure for Borrowings of Committed Loans.........................................29
                    2.4      Conversion and Continuation Elections for Committed Loans...........................30
                    2.5      [Intentionally Omitted].............................................................31
                    2.6      Bid Borrowings......................................................................31
                    2.7      Procedure for Bid Borrowings........................................................32
                    2.8      Voluntary Termination or Reduction of Commitments...................................35
                    2.9      Optional Prepayments................................................................35
                    2.10     General.............................................................................36
                    2.11     Repayment...........................................................................36
                    2.12     Interest............................................................................36
                    2.13     Limitation on Interest..............................................................37
                    2.14     Fees................................................................................38
                    2.15     Computation of Fees and Interest....................................................39
                    2.16     Payments by the Company.............................................................39
                    2.17     Payments by the Banks to the Administrative Agent...................................40
                    2.18     Sharing of Payments, Etc............................................................40

ARTICLE III         THE LETTERS OF CREDIT; CASH COLLATERAL.......................................................41
                    3.1      The Letter of Credit Subfacility....................................................41
                    3.2      Issuance, Amendment and Renewal of Letters of Credit................................42
                    3.3      Risk Participations, Drawings and Reimbursements....................................44
                    3.4      Repayment of Participation..........................................................45
                    3.5      Role of Issuing Banks...............................................................46
                    3.6      Obligations Absolute................................................................47
                    3.7      Letter of Credit Fees...............................................................48
                    3.8      Cash Collateralization..............................................................48
                    3.9      Uniform Customs and Practice........................................................49

ARTICLE IV          TAXES, YIELD PROTECTION AND ILLEGALITY.......................................................49
                    4.1      Net Payments; Tax Exemptions........................................................49
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                                                             <C>
                    4.2      Illegality..........................................................................50
                    4.3      Increased Costs and Reduction of Return.............................................51
                    4.4      Funding Losses......................................................................52 
                    4.5      Inability to Determine Rates........................................................52
                    4.6      Notice of Claim.....................................................................53
                    4.7      Certificates of Banks...............................................................53
                    4.8      Replacement of Certain Banks........................................................53
                    4.9      Deletion of Certain Banks...........................................................54
                    4.10     Survival............................................................................54

ARTICLE V           CONDITIONS PRECEDENT.........................................................................54
                    5.1      Conditions of Initial Credit Extension..............................................54
                    5.2      Conditions to All Credit Extensions, Conversions and Continuations..................57

ARTICLE VI          REPRESENTATIONS AND WARRANTIES...............................................................58
                    6.1      Corporate Existence ; Power; Compliance with Laws...................................58
                    6.2      Corporate Authorization; No Contravention...........................................59
                    6.3      Governmental Authorization..........................................................59
                    6.4      Binding Effect......................................................................59
                    6.5      Litigation..........................................................................60
                    6.6      No Default..........................................................................60
                    6.7      Fire, Strike, Act of God, etc.......................................................60
                    6.8      Liens...............................................................................60
                    6.9      ERISA...............................................................................60
                    6.10     Use of Proceeds; Margin Regulations.................................................61
                    6.11     Title to Properties.................................................................61
                    6.12     Taxes...............................................................................61
                    6.13     Financial Condition.................................................................62
                    6.14     Environmental Matters...............................................................62
                    6.15     Regulated Entities..................................................................63
                    6.16     Copyrights, Patents, Trademarks and Licenses, etc...................................63
                    6.17     Subsidiaries........................................................................63
                    6.18     Key Contracts.......................................................................63
                    6.19     Solvency............................................................................63
                    6.20     Full Disclosure.....................................................................64
                    6.21     Addressing the Year 2000 Problem....................................................64

ARTICLE VII         AFFIRMATIVE COVENANTS........................................................................64
                    7.2      Certificates; Other Information.....................................................66
                    7.3      Notices.............................................................................66
                    7.4      Preservation of Corporate Existence, Etc............................................67
                    7.5      Insurance...........................................................................67
</TABLE>


<PAGE>   4

<TABLE>
<S>                                                                                                            <C>
                    7.6      Taxes...............................................................................67
                    7.7      Compliance with Laws................................................................68
                    7.8      Inspection of Property and Books and Records........................................68

ARTICLE VIII        NEGATIVE COVENANTS...........................................................................69
                    8.1      Negative Covenants Applicable to the Company and
                             Restricted Subsidiaries.............................................................69
                    8.2      Financial Covenants.................................................................75
                    8.3      Negative Covenants Applicable to the Company and
                             its Unrestricted Subsidiaries.......................................................75
                    8.4      Designation of Unrestricted Subsidiaries and Restricted Subsidiaries................76

ARTICLE IX          EVENTS OF DEFAULT............................................................................76
                    9.1      Event of Default....................................................................76
                    9.2      Remedies............................................................................79
                    9.3      Rights Not Exclusive................................................................80

ARTICLE X           THE ADMINISTRATIVE AGENT; ISSUING BANKS......................................................80
                    10.1     Appointment and Authorization.......................................................80
                    10.2     Delegation of Duties................................................................80
                    10.3     Liability of Administrative Agent...................................................80
                    10.4     Reliance by Administrative Agent....................................................81
                    10.5     Notice of Default...................................................................81
                    10.6     Credit Decision.....................................................................82
                    10.7     Indemnification.....................................................................82
                    10.8     Agents in Individual Capacity.......................................................83
                    10.9     Successor Administrative Agent......................................................83
                    10.10    Withholding Tax.....................................................................84

ARTICLE XI          MISCELLANEOUS................................................................................85
                    11.1     Amendments and Waivers..............................................................85
                    11.2     Notices.............................................................................86
                    11.3     No Waiver; Cumulative Remedies......................................................87
                    11.4     Expenses............................................................................87
                    11.5     Indemnity; Damage Waiver............................................................87
                    11.6     Payments Set Aside..................................................................88
                    11.7     Successors and Assigns..............................................................89
                    11.8     Assignments, Participations, etc....................................................89
                    11.9     Designated Bidders..................................................................91
                    11.10    Confidentiality.....................................................................91
                    11.11    Set-off.............................................................................91
                    11.12    Intentionally Omitted...............................................................92
</TABLE>

<PAGE>   5

<TABLE>
<S>                                                                                                            <C>
                    11.13    Notification of Addresses, Lending Offices, Etc.....................................92
                    11.14    Counterparts........................................................................92
                    11.15    Severability........................................................................92
                    11.16    No Third Parties Benefited..........................................................92
                    11.17    Governing Law and Jurisdiction......................................................92
                    11.18    Waiver of Jury Trial................................................................93
                    11.19    Entire Agreement....................................................................93
</TABLE>



<PAGE>   6

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-1               Form of Committed Loan Note
    Exhibit F-2               Form of Bid Loan Note
    Exhibit G                 Form of Invitation for Competitive Bids
    Exhibit H                 Form of Competitive Bid Request
    Exhibit I                 Form of Competitive Bid
    Exhibit J                 Form of Designation Agreement
    Exhibit K                 [Reserved]
    Exhibit L                 Form of Confidentiality Agreement


                                     -vi-
<PAGE>   7

                                  $400,000,000
                                CREDIT AGREEMENT


         This $400,000,000 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 and Bid Agent for the Banks.

         WHEREAS, the Banks have agreed to make available to the Company a
revolving credit facility with a letter of credit subfacility 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 with an
initial term of 364-days which may, on the conditions set forth therein,
convert to term loans (the "$150,000,000 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:

                  "$150,000,000 Credit Agreement" is defined in the second 
         recital.

                  "Absolute Rate" has the meaning specified in Section 2.7(c).

                  "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>   8

                  "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, the Issuing Banks and the Bid 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%                                                         .1000%

Equal to or greater than 35% but less than 40%
                                                                      .1250%

Equal to or greater than 40% but less than 50%
                                                                      .1500%

Equal to or greater than 50% but less than 55%
                                                                      .1750%

Equal to or greater than 55%                                          .2500%
</TABLE>



<PAGE>   9

         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%                                                     .3250%

Equal to or greater than 35% but less than 40%                    .3750%

Equal to or greater than 40% but less than 50%                    .4000%

Equal to or greater than 50% but less than 55%                    .5250%

Equal to or greater than 55%                                      .6250%
</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>   10

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

<S>                                                                 <C>   
Less than 35%                                                       .2000%

Equal to or greater than 35% but less than 40%                      .2500%

Equal to or greater than 40% but less than 50%                      .2750%

Equal to or greater than 50% but less than 55%                      .4000%

Equal to or greater than 55%                                        .5000%
</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, the Administrative Agent or
         Bid 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, Notices of Conversion/Continuation and


                                      -4-

<PAGE>   11

         Competitive Bid Requests and other documents (except for Loan
         Documents) related to and required for any Borrowing or the Issuance
         of a Letter of Credit and 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, including in its
         capacity as an Issuing Bank and shall also include any other Bank
         acting in its capacity as Issuing Bank; for purposes of clarification
         only, to the extent that BofA or another Bank may have any rights or
         obligations in addition to those of the Banks due to its status as an
         Issuing Bank, its status as such will be specifically referenced.

                  "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. Section 101, et seq.).

                  "Base Rate" means, for any day, the higher of: (a) 0.50% per
         annum above the latest Federal Funds Rate; and (b) the rate of
         interest in effect for such day as publicly announced from time to
         time by 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 Committed Loan or a Letter of Credit
         Advance that bears interest based on the Base Rate.

                  "Bid Agent" means BofA or any successor in such capacity.

                  "Bid Borrowing" means a Borrowing hereunder consisting of one
         or more Bid Loans made to the Company on the same day by one or more
         Banks or Designated Bidders.

                  "Bid Loan" means a Loan by a Bank or a Designated Bidder to
         the Company under Section 2.6.


                                      -5-

<PAGE>   12

                  "Bid Loan Bank" means, in respect of any Bid Loan, the Bank
         or a Designated Bidder making such Bid Loan to the Company.

                  "Bid Loan Note" means a note substantially in the form of
         Exhibit F-2 and delivered to a Bank pursuant to Section 2.2.

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

                  "Borrowing" means a borrowing hereunder consisting of either
         Bid Loans or Committed Loans of the same Type made to the Company on
         the same day by the Banks (or, in the case of Bid Borrowings, Bid Loan
         Banks) under Article II, and, other than in the case of Base Rate
         Loans, having the same Interest Period. A Borrowing may be a Committed
         Borrowing or a Bid Borrowing.

                  "Borrowing Date" means any date on which a Borrowing occurs
         under Section 2.3 or Section 2.7.

                  "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, (c) in
         the case of a Business Day which relates to a Letter of Credit, a day
         on which the relevant Issuing Bank and the Administrative Agent are
         each open at their respective addresses specified in or pursuant to
         Section 11.2 for the purpose of conducting a commercial banking
         business, and (d) in the case of Bid Loans, 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:

                                      -6-

<PAGE>   13
                           (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.

                  "Cash Collateral Account" is defined in Section 3.8.

                  "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:

                           "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. Section 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.


                                      -7-

<PAGE>   14
                           "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 Committed 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. Section 9601 et 
         seq.).

                  "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 Credit Extension 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).


                                      -8-

<PAGE>   15

                  "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.

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

                  "Committed Loan" has the meaning specified in Section 2.1,
         and may be an Offshore Rate Loan, a CD Rate Loan or a Base Rate Loan
         (each, a "Type" of Committed Loan).

                  "Committed Loan Note" means a note substantially in the form
         of Exhibit F-1 and delivered to a Bank pursuant to Section 2.2.

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

                  "Competitive Bid" means an offer by a Bank or a Designated
         Bidder to make a Bid Loan in accordance with Section 2.7(c).

                  "Competitive Bid Request" has the meaning specified in
         Section 2.7(a).

                  "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 Committed Loans of one Type to
         another Type, or (b) continues as Committed Loans of the same Type,
         but with a new Interest Period, Loans having Interest Periods expiring
         on such date.

                                      -9-

<PAGE>   16
                  "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.

                  "Credit Extension" means and includes (a) the making of any
         Committed Loans and Bid Loans hereunder and (b) the Issuance of any
         Letters of Credit hereunder.

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

                  "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 2.12(c) as applicable to amounts outstanding after such
         amounts are due and payable.

                  "Designated Bidder" means an Affiliate of a Bank that is an
         entity described in clause (a) or (b) of the definition of "Eligible
         Assignee" and that has become a party hereto pursuant to Section 11.9.

                  "Designation Agreement" means an agreement substantially in
         the form of Exhibit J.

                  "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:

                                     -10-

<PAGE>   17
                  (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.

                  "Effective Amount" means, without duplication, (a) with
         respect to any Committed Loans and Bid Loans on any date, the
         aggregate outstanding principal amount thereof after giving effect to
         any Borrowings and prepayments or repayments of Committed Loans and
         Bid Loans occurring on such date and (b) with respect to any
         outstanding Letter of Credit Obligations on any date, the amount of
         such Letter of Credit Obligations on such date after giving effect to
         any Issuances of Letters of Credit occurring on such date and any
         other changes in the aggregate amount of the Letter of Credit
         Obligations as of such date, including as a result of any
         reimbursements of drawings under any Letters of Credit or any
         reductions in the maximum amount available for drawing under Letters
         of Credit taking effect on such date.

                  "Eligible 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.


                                     -11-

<PAGE>   18
                  "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.

                  "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 2.14(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


                                     -12-
<PAGE>   19
         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 2.14(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.

                  "Fronting Fee" has the meaning set forth in Section 3.7(b).

                  "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.

                  "Honor Date" has the meaning specified in Section 3.3(b).

                  "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;

                                     -13-

<PAGE>   20
                           (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.

                  "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.


                                     -14-
<PAGE>   21

                  "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 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 (including any Bid Loans of such
         Types) 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 


                                     -15-
<PAGE>   22

         Notice of Borrowing or Notice of Conversion/Continuation; (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 and (c) as to any Bid
         Loan, the period commencing on the Borrowing Date of such Loan and
         ending on a date no less than 1 and no more than 180 days thereafter,
         as selected by the Company in its Competitive Bid Request;

         provided that:

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

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

                           (iii)   no Interest Period for any Loan shall
                  extend beyond the Stated Termination Date.

                  "Invitation for Competitive Bids" means a solicitation for
         Competitive Bids, substantially in the form of Exhibit G.

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

                  "Issuance Date" has the meaning specified in subsection
         3.1(a).

                  "Issue" means, with respect to any Letter of Credit, to issue
         or to extend the expiry of, or to renew or increase the amount of,
         such Letter of Credit; and the terms "Issued," "Issuing" and
         "Issuance" have corresponding meanings.

                  "Issuing Bank" means any of BofA or any other Bank which
         agrees to Issue a Letter of Credit, in their capacity as issuer of one
         or more Letters of Credit hereunder, together with any successor to
         any of the foregoing in its capacity as letter of credit issuer
         pursuant to Section 11.8 and any replacement letter of credit issuer.


                                     -16-

<PAGE>   23
                  "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.

                  "Letter of Credit" means any letter of credit Issued by an
         Issuing Bank pursuant to Article III.

                  "Letter of Credit Advance" means each Bank's participation in
         any Letter of Credit Borrowing in accordance with its Pro Rata Share
         funded pursuant to Section 3.3(d).

                  "Letter of Credit Application" and "Letter of Credit
         Amendment Application" means an application form for Issuance of, and
         for amendment of, Letters of Credit as shall at any time be in use at
         the relevant Issuing Bank, as such Issuing Bank shall request.

                  "Letter of Credit Borrowing" means an extension of credit
         resulting from a drawing under any Letter of Credit which shall not
         have been reimbursed by the Company on the date when made in
         accordance with subsection 3.3(b) nor converted into a Borrowing of
         Committed Loans under subsection 3.3(c).

                  "Letter of Credit Commitment" means the commitment of an
         Issuing Bank to Issue, and the commitment of the Banks severally to
         participate in, Letters of Credit from time to time Issued or
         outstanding under Article III, in an aggregate amount not to exceed on
         any date the amount of $200,000,000; provided that the Letter of
         Credit Commitment is a part of the Total Commitment, rather than a
         separate, independent commitment.

                  "Letter of Credit Obligations" means, without duplication, at
         any time the sum of (a) the aggregate undrawn amount of all Letters of
         Credit then outstanding, plus (b) all outstanding Letter of Credit
         Borrowings.

                  "Letter of Credit-Related Documents" means Letter of Credit
         Applications and Letter of Credit Amendment Applications that have
         been executed by the Company pursuant to the Issuance of any Letter of
         Credit.

                  "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

                                     -17-

<PAGE>   24

         (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 or pursuant to subsection 3.3(c), and may be a Base
         Rate Loan, CD Rate Loan or an Offshore Rate Loan (each, a "Type" of
         Loan), and includes any Committed Loan or Bid Loan.

                  "Loan Documents" means this Agreement, any Notes, the Fee
         Letter and the Letter of Credit-Related Documents.

                  "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 and the Letter of Credit
         Obligations. For purposes of this definition, each Bank shall be
         deemed to hold all outstanding Bid Loans of such Bank's Designated
         Bidder.

                  "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.

                  "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;

                                     -18-

<PAGE>   25
                           (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

                           (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.

                  "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):


                                     -19-

<PAGE>   26
                                    (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;

                                    (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 Committed Loan Note or Bid Loan Note executed
         by the Company in favor of a Bank or Designated Bidder and "Notes"
         means all Committed Loan Notes and all Bid Loan Notes issued by the
         Company.


                                     -20-

<PAGE>   27
                  "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 (including in its
         capacity as Issuing 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:

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

         Where,

                           "Eurodollar Reserve Percentage" means for any day
                  for any Interest Period the maximum reserve percentage
                  (expressed as a decimal, rounded upward to the next 1/100th
                  of 1%) in effect on such day (whether or not applicable to
                  any 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 

                                     -21-
<PAGE>   28

                  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).

                  "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 


                                     -22-
<PAGE>   29

         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.

                  "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. Section 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.

                                     -23-

<PAGE>   30
                  "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.

                  "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.

                  "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.

                  "Risk Participation Fee" means the fee payable pursuant to
         Section 3.7 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.


                                     -24-
<PAGE>   31
                  "SEC" means the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of its principal functions.

                  "Stated Termination Date" means the date that is five
         calendar years after the date of this Agreement.

                  "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.

                  "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.

                  "Termination Date" means the earlier to occur of:

                           (a)    the Stated Termination Date; and

                                     -25-

<PAGE>   32
                           (b)    the date on which the Commitments terminate in
                  accordance with the provisions of this Agreement.

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

                  "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 


                                     -26-
<PAGE>   33

         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.

                  "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.


                                     -27-

<PAGE>   34
                  (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 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     The Committed Credit. Each Bank severally agrees, on the terms
and conditions set forth herein, to make loans to the Company (each such loan,
a "Committed Loan") from time to time on any Business Day during the period
from the Closing Date to the Termination Date, in an aggregate amount not to
exceed at any time outstanding the amount set forth on Schedule 2.1 (such
amount as the same may be reduced under Section 2.8 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 of Committed Loans, the
incurrence or repayment of any other Loans and the issuance and expiry of any
Letters of Credit, without duplication, the Effective Amount of all outstanding
Committed Loans and Bid Loans plus the Effective Amount of all Letter of Credit
Obligations shall not at any time exceed the Total Commitment; and provided
further, that (a) the Effective Amount of any Bank's Committed Loans plus (b)
the participation of such Bank in the Effective Amount of all Letter of Credit
Obligations, 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, prepay under Section 2.9
and reborrow under this Section 2.1.

         II.2     Loan Accounts. (a) The Loans made by each Bank or Designated
Bidder, the Letters of Credit issued by each Issuing Bank and the Letter of
Credit Advances of each Bank in respect of a Letter of Credit Borrowing shall
be evidenced by one or more loan accounts or records maintained by such Bank,
Designated Bidder or Issuing Bank, as the case may be, in the ordinary course
of its business. The loan accounts or records maintained by the Administrative
Agent, each Issuing Bank and each Bank or Designated Bidder shall be rebuttable
presumptive evidence of (i) the amount of the Loans made by the Banks and
Designated Bidders to the Company and the interest and payments thereon and
(ii) the amount of each Letter of Credit issued by an Issuing Bank and the
Letter of Credit Borrowings advanced by any Issuing Bank. To the extent not
prohibited by law, any failure so to

                                     -28-

<PAGE>   35

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 or any Letter of Credit Obligations.

                  (b)      Upon the request of any Bank or Designated Bidder
made through the Administrative Agent, the Loans made by such Bank or
Designated Bidder and the Letter of Credit Advances of any Bank may be
evidenced by one or more Notes, instead of or in addition to loan accounts.
Each such Bank or Designated Bidder shall endorse on the schedules annexed to
its Note(s) the date, amount and maturity of each Loan made by it, the amount
of each Letter of Credit Advance made by it and the amount of each payment of
principal made by the Company with respect thereto. Each such Bank or
Designated Bidder is irrevocably authorized by the Company to endorse its
Note(s) and each Bank's or Designated Bidder'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 or Designated Bidder 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 or Designated Bidder.

         II.3     Procedure for Borrowings of Committed Loans.

                  (a       Notices of Borrowing. Each Borrowing consisting of
Committed 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).
                  (b       Funding Mechanics.

                           (i   The Administrative Agent will promptly notify
         each Bank of its receipt of any Notice of Borrowing relating to
         Committed Loans 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 Committed Borrowing 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


                                     -29-
<PAGE>   36
         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 10 different Interest Periods in effect in respect of Loans,
including Committed Loans and Bid Loans.

         II.4     Conversion and Continuation Elections for Committed 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
         Committed Loans of any other Type; or

                           (ii   elect, as of the last day of the applicable
         Interest Period, to continue any Committed 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 Committed 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
Committed Loans as, and convert such Committed 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 Committed Loans are to be converted into
or continued as Offshore Rate Loans; (ii) two Business Days in advance of the
Conversion/Continuation Date, if the Committed Loans are to be converted into
or continued as CD Rate Loans; and (iii) on the Conversion/Continuation Date,
if the Committed Loans are to be converted into Base Rate Loans, specifying:

                           (A       the proposed Conversion/Continuation Date;

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

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


                                     -30-

<PAGE>   37
                           (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 Committed 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
Committed 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 Committed Loans, there may not be more than ten different Interest Periods
in effect.

         II.5     [Intentionally Omitted.]

         II.6     Bid Borrowings. In addition to Committed Borrowings pursuant
to Section 2.3, each Bank severally agrees that the Company may, as set forth
in Section 2.7, from time to time request the Banks prior to the Termination
Date to submit offers to make Bid Loans to the Company; provided, however, that
the Banks may, but shall have no obligation to, submit such offers and the
Company may, but shall have no obligation to, accept any such offers, and any
Bank may designate one Designated Bidder to make such offers from time to time
and, if such offers are accepted by the Company, to make such Bid Loans; and
provided, further, that (a) at no time shall the Effective Amount of all Bid
Loans made by all Banks and Designated Bidders, plus the Effective Amount of
all Committed Loans made by all Banks, plus the Effective Amount of all Letter
of Credit Obligations, exceed the Total Commitment and (b) each Bid Loan made
by a Bid Loan Bank shall be a usage of the Total Commitment and so long as such
Bid Loan is outstanding, shall apply against each Bank's Commitment ratably in
accordance with its Pro Rata Share.


                                     -31-
<PAGE>   38
         II.7     Procedure for Bid Borrowings.

                 (a       When the Company wishes to request the Banks to submit
offers to make Bid Loans hereunder, they shall transmit to the Bid Agent by
telephone call followed promptly by facsimile transmission a notice with a copy
to the Administrative Agent in substantially the form of Exhibit H signed by an
Authorized Signatory (a "Competitive Bid Request") so as to be received no
later than 11:00 a.m. (San Francisco time) two Business Days prior to the date
of a proposed Bid Borrowing, specifying:

                          (i       the date of such Bid Borrowing, which shall
         be a Business Day;

                          (ii      the aggregate amount of such Bid Borrowing,
         which shall be a minimum amount of $5,000,000 or in multiples of
         $1,000,000 in excess thereof; and

                          (iii     the duration of each Interest Period
         applicable thereto, subject to the provisions of the definition of
         "Interest Period" herein.

         The Company may not request or invite Competitive Bids for more than
three Interest Periods in a single Competitive Bid Request and may not request
Competitive Bids more than twice in any period of five consecutive Business
Days.

                  (b      Upon receipt of a Competitive Bid Request, the 
Administrative Agent will determine the availability of Bid Borrowings under
Section 2.6 and the Bid Agent will promptly send to the Banks and Designated
Bidders by facsimile transmission an Invitation for Competitive Bids with a
copy to the Administrative Agent (if the Bid Agent is not the Administrative
Agent). Each Invitation for Competitive Bid transmitted by the Bid Agent shall
constitute an invitation by the Company to each Bank and Designated Bidder to
submit Competitive Bids offering to make the Bid Loans to which such
Competitive Bid Request relates in accordance with this Section 2.7.

                  (c      (i   Each Bank and Designated Bidder may at its
discretion submit a Competitive Bid containing an offer or offers to make Bid
Loans in response to any Invitation for Competitive Bids. Each Competitive Bid
must comply with the requirements of this Section 2.7(c) and must be submitted
to the Bid Agent by facsimile transmission not later than 9:00 a.m. (San
Francisco time) on the proposed Borrowing Date; provided that, if the
Administrative Agent is then the Bid Agent, Competitive Bids submitted by the
Administrative Agent (or any Affiliate of the Administrative Agent) in the
capacity of a Bank or a Designated Bidder must be submitted not later than 8:45
a.m. (San Francisco time) on the proposed Borrowing Date, and the
Administrative Agent shall notify the Company thereof promptly.

                          (ii  Each Competitive Bid shall be in substantially 
         the form of Exhibit I, specifying therein:

                          (A   the proposed Borrowing Date;

                                     -32-

<PAGE>   39


                          (B   the principal amount of each Bid Loan for which
                  such Competitive Bid is being made, which principal amount
                  (x) must be $5,000,000 or in multiples of $1,000,000 in
                  excess thereof, and (y) may not exceed the aggregate
                  principal amount of Bid Loans for which Competitive Bids were
                  requested;

                          (C   the Interest Period;

                          (D   the rate of interest per annum (rounded upward
                  to the next 1/100th of 1%) (the "Absolute Rate") offered for
                  each Bid Loan; and

                          (E   the identity of the quoting Bank or Designated
                  Bidder.

         A Competitive Bid may contain up to three separate offers by the
         quoting Bank or Designated Bidder with respect to each Interest Period
         specified in the related Invitation for Competitive Bids. A
         Competitive Bid may be made for a principal amount which is in excess
         of the quoting Bank's unused Commitment.

                          (iii  Any Competitive Bid shall be disregarded if it:

                          (A    is not substantially in conformity with Exhibit
                  I or does not specify all of the information required by 
                  subsection (c)(ii) of this Section;

                          (B    contains qualifying, conditional or similar
                  language;

                          (C    proposes  terms other than or in addition to 
                  those set forth in the applicable Invitation for Competitive
                  Bids; or

                          (D    arrives after the time set forth in Section
                  2.7(c)(i).

                          (iv   Notwithstanding anything to the contrary
         contained in this Section 2.7(c), a Competitive Bid by a Bank may
         contain, and will not be disregarded if it does contain, a restriction
         on the use of proceeds thereof in connection with a purchase of
         securities from such Bank's Affiliate which exercises powers related
         to securities; provided that the Company shall disregard such
         Competitive Bid unless the Company agrees to be bound by such
         restriction (which agreement shall be manifested by accepting such
         Competitive Bid).

                  (d       Promptly on receipt, but not later than 9:30 a.m. 
(San Francisco time) on the proposed Borrowing Date, the Bid Agent shall notify
the Company of the terms of any Competitive Bid submitted by a Bank or
Designated Bidder that is in accordance with Section 2.7(c) or, if no


                                     -33-
<PAGE>   40

Competitive Bids have been submitted, the absence of any Competitive Bids.
Subject only to the provisions of Section 5.2, any Competitive Bid shall be
irrevocable.

                  (e       Not later than 10:00 a.m. (San Francisco time) on the
proposed Borrowing Date, the Company shall notify the Administrative Agent and
the Bid Agent of its acceptance or non-acceptance of the Competitive Bids of
which it has received notice pursuant to Section 2.7(d) or which have been sent
to it pursuant to Section 2.7(c). The Company shall be under no obligation to
accept any Competitive Bid and may choose to reject all Competitive Bids. In
the case of acceptance, such notice shall specify the Bid Loan lenders and
their respective principal amounts and the aggregate amount of Competitive Bids
for each Interest Period that are accepted. The Company may accept any
Competitive Bid in whole or in part; provided that:

                           (i     the aggregate principal amount of each Bid
         Borrowing may not exceed the applicable amount set forth in the
         related Competitive Bid Request;

                           (ii    the principal amount of each Bid Borrowing
         must be $5,000,000 or in any multiple of $1,000,000 in excess thereof;

                           (iii   acceptance of Competitive Bids may only be
         made on the basis of ascending Absolute Rates within each Interest
         Period, as the case may be; and

                           (iv    the Company may not accept any Competitive
         Bid that is described in Section 2.7(c)(iii) (other than to the extent
         permitted pursuant to Section 2.7(c)(iv)) or that otherwise fails to
         comply with the requirements of this Agreement.

The Bid Agent shall give the information contained in Section 2.7(d) to the
Administrative Agent for all Competitive Bids accepted.

                  (f       If Competitive Bids are made by two or more Banks or
Designated Bidders with the same Absolute Rates for a greater aggregate
principal amount than the amount in respect of which such Competitive Bids are
permitted to be accepted for the related Interest Period, the principal amount
of Bid Loans in respect of which such Competitive Bids are accepted shall be
allocated by the Bid Agent among such Banks or Designated Bidders in proportion
to the aggregate principal amounts of such Competitive Bids. Determination by
the Bid Agent of the amounts of Bid Loans shall be conclusive in the absence of
manifest error.

                  (g       (i    The Bid Agent will promptly notify each Bank
         or Designated Bidder having submitted a Competitive Bid if its
         Competitive Bid has been accepted or not and, if its offer has been 
         accepted, of the amount of the Bid Loan or Bid Loans to be made on the
         date of the Bid Borrowing together with the Absolute Rate or Rates and
         the Interest Period or the Interest Periods with respect thereto.


                                     -34-

<PAGE>   41

                           (ii   Each Bank or Designated Bidder which has
         received notice pursuant to Section 2.7(g)(i) that its Competitive Bid
         has been accepted shall, subject to the satisfaction of all conditions
         precedent, make the amounts of such Bid Loans available to the Bid
         Agent for the account of the Company by 1:00 p.m. (San Francisco time)
         on the Borrowing Date.

                           (iii  Promptly following each Bid Borrowing, the Bid
         Agent shall notify each Bank, each Designated Bidder and the
         Administrative Agent (if different from the Bid Agent) of the ranges
         of Competitive Bids submitted and the highest and lowest Absolute
         Rates accepted for each Interest Period requested by the Company and
         the aggregate amount borrowed pursuant to such Bid Borrowing.

                           (iv   From time to time, the Company and the Banks
         and the Designated Bidders shall furnish such information to the Bid
         Agent as the Bid Agent may request relating to the making of Bid
         Loans, including the amounts, Absolute Rates, Borrowing Dates and
         maturities thereof, for purposes of the allocation of amounts received
         from the Company for payment of all amounts owing hereunder.

         II.8    Voluntary Termination or Reduction of Commitments. 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 and Letter of Credit Borrowings made on the effective date thereof,
(a) the Effective Amount of all Loans including Committed Loans and Bid Loans
plus the Effective Amount of all Letter of Credit Obligations would exceed the
amount of the Total Commitment then in effect or (b) the Effective Amount of
all Letter of Credit Obligations then outstanding would exceed the Letter of
Credit Commitment. 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 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.9    Optional Prepayments. (a) Subject to Section 4.4 and
subsection (b) of this Section 2.9, 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

                                     -35-

<PAGE>   42
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; and

                  (b      Bid Loans may not be voluntarily prepaid, except with
the consent of the Bank or Designated Bidder holding the applicable Bid Loan.

         II.10    General. If on any date the Effective Amount of all Committed
Loans and Bid Loans then outstanding plus the Effective Amount of all Letter of
Credit Obligations exceeds the Total Commitment, the Company shall immediately,
and without notice or demand, prepay the outstanding principal amount of the
Committed Loans, Bid Loans and Letter of Credit Borrowings owed by it to the
extent necessary to eliminate such excess over the Total Commitment.

         II.11    Repayment.

                  (a      The Company shall repay to the Banks on the
Termination Date the aggregate principal amount of Loans and Letter of Credit
Borrowings outstanding on such date and shall deposit cash collateral in an
amount as required by Section 3.8.

                  (b      The Company shall repay each Bid Loan on the last day
of the relevant Interest Period.

         II.12    Interest. (a) Each Committed Loan shall bear interest on the
outstanding principal amount thereof from the applicable Borrowing Date or, in
the case of Committed Loans made pursuant to Section 3.3(c), the Honor 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. Each Bid Loan shall
bear interest on the outstanding principal amount thereof from the relevant
Borrowing Date to the last day of the applicable Interest Period at a rate per
annum equal to the Absolute Rate.

                  (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 2.9 for the portion of the Loans so prepaid
and upon payment (including prepayment) in full thereof and, during the
existence of any Event of Default, interest shall be paid on demand of the
Administrative Agent at the request or with the consent of the Majority Banks.

                  (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 


                                     -36-
<PAGE>   43
judgment thereon to the extent permitted by law, payable on demand, at a
fluctuating rate per annum equal to the Base Rate (or in the case of Bid Loans,
the Absolute Rate) plus 2%.

         II.13    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 2.13 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 2.12, 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 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 


                                     -37-
<PAGE>   44

Section 2.12 had at all times been in effect, plus the amount of fees which
would have been received but for the effect of this Section 2.13; 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 2.13,
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 2.12 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 2.12 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.14    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 such Bank's Commitment, computed on a quarterly basis in
arrears on the last Business Day of each calendar quarter equal to such Bank's
Commitment in effect 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, in connection with
any reduction or termination of Commitments under Section 2.8, the accrued
Facility Fee calculated for the period ending on such 


                                     -38-

<PAGE>   45
date shall also be paid on the date of such reduction or termination, with the
following quarterly payment being calculated on the basis of the period from
such reduction or termination date to such quarterly payment date. The 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.15    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.16    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.

                  (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 and Designated Bidder on such due date an
amount equal to the amount then due such Bank or Designated Bidder. If and to
the extent the Company has not made such payment in full to the Administrative
Agent, each Bank or Designated Bidder shall repay to the Administrative Agent
on demand such amount distributed to such Bank or Designated Bidder, together
with interest thereon 

                                     -39-

<PAGE>   46
at the Federal Funds Rate for each day from the date such amount is distributed
to such Bank or Designated Bidder until the date repaid.

         II.17    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 Committed Borrowing 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
Committed 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
Committed Loans comprising such Borrowing.

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

         II.18    Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Committed Loans made
by it any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its Pro Rata Share, such Bank
shall immediately (a) notify the Administrative Agent of such fact, and (b)
purchase from the other Banks such participations in the Committed 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 


                                     -40-
<PAGE>   47

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.

                                  ARTICLE III

                     THE LETTERS OF CREDIT; CASH COLLATERAL

         III.1    The Letter of Credit Subfacility.

                  (a    On the terms and conditions set forth herein (i) each
Issuing Bank agrees, (A) from time to time on any Business Day during the
period from the Closing Date to the Termination Date to issue Letters of Credit
for the account of the Company, and to amend or renew Letters of Credit
previously issued by it, in accordance with subsections 3.2(c), 3.2(d) and
3.2(e), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks
severally agree to participate in Letters of Credit Issued for the account of
the Company; provided, that no Issuing Bank shall be obligated to Issue, and no
Bank shall be obligated to participate in, any Letter of Credit if, as of the
date of Issuance of such Letter of Credit (the "Issuance Date"): (1) the
Effective Amount of all Letter of Credit Obligations plus the Effective Amount
of all Committed Loans and all Bid Loans exceeds the Total Commitment, (2) the
sum of (x) the participation of any Bank in the Effective Amount of all Letter
of Credit Obligations plus (y) the Effective Amount of the Committed Loans of
such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of Letter
of Credit Obligations exceeds the Letter of Credit Commitment. Within the
foregoing limits, and subject to the other terms and conditions hereof, the
ability of the Company to obtain Letters of Credit shall be fully revolving,
and, accordingly, the Company may, during the foregoing period, obtain Letters
of Credit to replace Letters of Credit which have expired or which have been
drawn upon and reimbursed.

                  (b    No Issuing Bank is under any obligation to Issue any
Letter of Credit if: (i) any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain such
Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law
applicable to such Issuing Bank or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over
such Issuing Bank shall prohibit, or request that such Issuing Bank refrain
from, the Issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon such Issuing Bank with respect to such Letter
of Credit any 


                                     -41-

<PAGE>   48
restriction, reserve or capital requirement (for which such Issuing Bank is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon such Issuing Bank any unreimbursed loss, cost or expense which was
not applicable on the Closing Date and which such Issuing Bank in good faith
deems material to it; (ii) such Issuing Bank has received written notice from
any Bank, the Administrative Agent or the Company, on or prior to the Business
Day prior to the requested date of Issuance of such Letter of Credit, that one
or more of the applicable conditions contained in Article V is not then
satisfied; (iii) the expiry date of any requested Letter of Credit is after the
Stated Termination Date; (iv) any requested Letter of Credit does not provide
for drafts, or is not otherwise, in form and substance acceptable to such
Issuing Bank, or the Issuance of a Letter of Credit shall violate any
applicable policies of such Issuing Bank; provided, however, that clause (iii)
of this subsection 3.1(b) shall not be deemed to prohibit a Letter of Credit
that provides that it shall automatically renew unless the beneficiary thereof
receives notice from the Issuing Bank therefor that such Letter of Credit shall
not be renewed.

         III.2    Issuance, Amendment and Renewal of Letters of Credit.

                  (a    Each Letter of Credit shall be issued upon the
irrevocable written request of the Company received by an Issuing Bank (with a
copy sent by the Company to the Administrative Agent) at least three days (or
such shorter time as such Issuing Bank may agree in a particular instance in
its sole discretion) prior to the proposed date of issuance. Each such request
for issuance of a Letter of Credit shall be by facsimile, confirmed immediately
in an original writing, in the form of a Letter of Credit Application (with a
copy furnished to the Administrative Agent by the Company), and shall specify
in form and detail satisfactory to the Issuing Bank receiving such Letter of
Credit Application such matters as that Issuing Bank may require. Each Letter
of Credit (i) will be for the account of the Company or the Company and any of
its Subsidiaries, (ii) will be a direct pay, trade or standby letter of credit
to support certain performance or payment obligations of the Company that are
not prohibited by this Agreement and for purposes which are not prohibited by
this Agreement and do not violate any applicable policies of the Issuing Bank
which have not been waived by such Issuing Bank, and (iii) will contain such
terms and provisions as may be customarily required by the Issuing Bank of such
Letter of Credit.

                  (b    At least two Business Days prior to the Issuance of any
Letter of Credit, the Issuing Bank issuing such Letter of Credit will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of the Letter of Credit Application or
Letter of Credit Amendment Application from the Company and, if not, such
Issuing Bank will provide the Administrative Agent with a copy thereof. Unless
an Issuing Bank has received notice on or before the Business Day immediately
preceding the date such Issuing Bank is to Issue a requested Letter of Credit
from the Administrative Agent (A) directing such Issuing Bank not to issue such
Letter of Credit because such Issuance is not then permitted under subsection
3.1(a) as a result of the limitations set forth in clauses (1) through (3)
thereof; or (B) that one or more conditions specified in Article V are not then
satisfied or waived; then, subject to the terms and conditions hereof,


                                     -42-
<PAGE>   49

such Issuing Bank shall, on the requested date, issue a Letter of Credit for
the account of the Company in accordance with such Issuing Bank's usual and
customary business practices.

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

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

                  (e    If any outstanding Letter of Credit shall provide that
it shall be automatically renewed unless the beneficiary thereof receives
notice from the Issuing Bank therefor that such Letter of Credit shall not be
renewed, the Issuing Bank with respect to such Letter of Credit shall be
permitted to allow such Letter of Credit to renew, and the Company and the
Banks hereby authorize such renewal; provided that, the final expiry date shall
not be after the Stated Termination Date. No Issuing Bank shall be obligated to
allow such Letter of Credit to renew if such Issuing Bank would have no
obligation at such time to issue or amend such Letter of Credit under the terms
of this Agreement.

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

                  (g    This Agreement shall control in the event of any
conflict or  inconsistency with any Letter of Credit-Related Document.

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

                                     -43-

<PAGE>   50
         III.3    Risk Participations, Drawings and Reimbursements.

                  (a    Immediately upon the Issuance of each Letter of Credit
in accordance with the terms hereof, each Bank shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Issuing Bank that
Issued such Letter of Credit a participation therein and each drawing
thereunder in an amount equal to the product of (i) the Pro Rata Share of such
Bank, times (ii) the maximum amount available to be drawn under such Letter of
Credit and the amount of such drawing, respectively. For purposes of Sections
2.1 and 3.1(a), each Issuance of a Letter of Credit shall be deemed to utilize
the Commitment of each Bank by an amount equal to the amount of such
participation.

                  (b    In the event of any request for a drawing under a Letter
of Credit by the beneficiary thereof, the Issuing Bank of such Letter of Credit
will promptly notify the Company. In the case of Letters of Credit under which
drawings are payable one or more Business Days after the drawing is made, the
Issuing Bank of such Letter of Credit will give such notice to the Company at
least one Business Day prior to the Honor Date. The Company shall reimburse the
Issuing Bank of a Letter of Credit prior to 10:00 a.m. (San Francisco time), on
each date that any amount is paid by such Issuing Bank pursuant to such Letter
of Credit (each such date with respect to such Issuing Bank, an "Honor Date"),
in an amount equal to the amount so paid by the Issuing Bank. In the event the
Company fails to reimburse such Issuing Bank of a Letter of Credit for the full
amount of any drawing under such Letter of Credit by 10:00 a.m. (San Francisco
time) on the Honor Date, such Issuing Bank will promptly notify the
Administrative Agent and the Administrative Agent will promptly notify each
Bank thereof. By delivery of a Notice of Borrowing and subject to the
satisfaction of the other provisions of Section 5.2, the Company may request
that Committed Base Rate Loans be made by the Banks to be disbursed on the
Honor Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Commitment of each Bank pursuant to Section 2.1. Any notice
given by an Issuing Bank or the Administrative Agent pursuant to this
subsection 3.3(b) may be oral if immediately confirmed in writing (including by
facsimile); provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.

                  (c    Each Bank shall upon any notice from the Administrative
Agent to such Bank pursuant to subsection 3.3(b) make available to the
Administrative Agent for the account of the relevant Issuing Bank an amount in
Dollars and in immediately available funds equal to its Pro Rata Share of the
amount of the drawing. If any Bank so notified fails to make available to the
Administrative Agent for the account of the relevant Issuing Bank the amount of
such Bank's Pro Rata Share of the amount of the drawing by no later than 12:00
noon (San Francisco time) on the Honor Date, then interest payable to such
Issuing Bank on such Letter of Credit shall accrue on such Bank's obligation to
make such payment, from the Honor Date to the date such Bank makes such
payment, at a rate per annum equal to the Federal Funds Rate in effect from
time to time during such period. Upon the payment of its Pro Rata Share of the
amount of the drawing as set forth in this subsection 3.3(c) and the
satisfaction by the Company of the conditions set forth in Section 5.2, each
participating 


                                     -44-
<PAGE>   51

Bank shall (subject to subsection 3.3(d)) be deemed to have made a Committed
Loan consisting of a Base Rate Loan to the Company in that amount. The
Administrative Agent will promptly give notice to each Bank of the occurrence
of the Honor Date, but failure of the Administrative Agent to give any such
notice on the Honor Date or in sufficient time to enable any Bank to effect
such payment on such date shall not relieve such Bank from its obligations
under this Section 3.3.

                  (d    Any Letter of Credit Borrowing incurred by the Company
from the Issuing Bank which, in whole or in part, is not converted into
Committed Loans consisting of Base Rate Loans to the Company because of failure
of the Company to deliver a Notice of Borrowing or otherwise satisfy the
conditions set forth in Section 5.2 or for any other reason, shall be due and
payable on demand (together with interest) and shall bear interest at a rate
per annum equal to the Base Rate plus two percent (2%) per annum. Each Bank's
payment to the relevant Issuing Bank pursuant to subsection 3.3(c) shall be
deemed payment in respect of its participation in such Letter of Credit
Borrowing and shall constitute a Letter of Credit Advance from such Bank in
satisfaction of its participation obligation under this Section 3.3.

                  (e)   Each Bank's obligation in accordance with this Agreement
to make the Committed Loans or Letter of Credit Advances, as contemplated by
this Section 3.3, as a result of a drawing under a Letter of Credit, shall be
absolute and unconditional and without recourse to any Issuing Bank and shall
not be affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank may have against the
relevant Issuing Bank, the Company or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default, an Event of
Default or a Material Adverse Effect; or (iii) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing;
provided, however, that each Bank's obligation to make Committed Loans under
this Section 3.3 is subject to the conditions set forth in Section 5.2.

         III.4    Repayment of Participation.

                  (a)   When the Administrative Agent receives (and only if the
Administrative Agent receives), for the account of any Issuing Bank of a Letter
of Credit, immediately available funds from the Company (i) in reimbursement of
any payment made by such Issuing Bank under the Letter of Credit with respect
to which any Bank has paid the Administrative Agent for the account of such
Issuing Bank for such Bank's participation in the Letter of Credit pursuant to
Section 3.3 or (ii) in payment of interest thereon, the Administrative Agent
will pay to each Bank, in the same funds as those received by the
Administrative Agent for the account of such Issuing Bank, the amount of such
Bank's Pro Rata Share of such funds, and the relevant Issuing Bank shall
receive the amount of the Pro Rata Share of such funds of any Bank that did not
so pay the Administrative Agent for the account of such Issuing Bank. If the
Administrative Agent fails to send to any Bank its portion of any payment
timely received by the Administrative Agent hereunder by the close of business
on the day such payment is deemed received pursuant to subsection 2.16(a), the
Administrative Agent shall pay 


                                     -45-
<PAGE>   52

to such Bank interest on its portion of such payment from the day such payment
is deemed received by the Administrative Agent until the date such Bank's
portion of such payment is sent to such Bank, at the Federal Funds Rate.

                  (b)   If the Administrative Agent or an Issuing Bank is
required at any time to return to the Company, or to a trustee, receiver,
liquidator, custodian, or any official in any Insolvency Proceeding, any
portion of the payments made by the Company to the Administrative Agent for the
account of such Issuing Bank pursuant to subsection 3.4(a) in reimbursement of
a payment made under the Letter of Credit or interest or fee thereon which have
been remitted to and received by a Bank, such Bank shall, on demand of the
Administrative Agent, forthwith return to the Administrative Agent or the
relevant Issuing Bank the amount of its Pro Rata Share of any amounts so
received which are to be returned by the Administrative Agent or such Issuing
Bank plus interest thereon from the date such demand is made to the date such
amounts are returned by each such Bank to the Administrative Agent or such
Issuing Bank, at a rate per annum equal to the Federal Funds Rate in effect
from time to time.

         III.5    Role of Issuing Banks.  To the extent not prohibited by law:

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

                  (b)   No Issuing Bank or any of its correspondents,
participants or assignees shall be liable to any Bank for: (i) any action of
such Issuing Bank taken or omitted in connection herewith at the request or
with the approval of the Banks (including the Majority Banks, as applicable);
(ii) any action taken or omitted in the absence of gross negligence , willful
misconduct or unlawful acts; or (iii) the due execution, effectiveness,
validity or enforceability of this Agreement or any Letter of Credit-Related
Document.

                  (c)   The Company hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; provided, however, that this assumption is not intended to,
and shall not, preclude the Company from pursuing such rights and remedies as
it may have against the beneficiary or transferee at law or under any other
agreement. No Issuing Bank, and no correspondents, participants or assignees of
an Issuing Bank, shall be liable or responsible for any of the matters
described in clauses (i) through (vii) of Section 3.6; provided, however, that
the Company may have a claim against an Issuing Bank, and such Issuing Bank may
be liable to the Company, to the extent, but only to the extent, of any direct,
as opposed to consequential or exemplary, damages suffered or incurred by the
Company which are caused by such Issuing Bank's willful misconduct , gross
negligence or unlawful acts (i) in failing to pay under any 


                                     -46-
<PAGE>   53

Letter of Credit after the presentation to it by the beneficiary of a sight
draft, certificate(s) and other documents, if any, strictly complying with the
terms and conditions of such Letter of Credit, (ii) in its paying under a
Letter of Credit against presentation of a sight draft, certificate(s) or other
documents not complying with the terms of such Letter of Credit or (iii)
otherwise with respect to the Letters of Credit Issued by it; provided,
however, that (i) the Issuing Bank of a Letter of Credit may accept documents
that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary; and
(ii) the Issuing Bank of a Letter of Credit shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason, provided that any such instrument
appears on its face to be in order.

         III.6    Obligations Absolute. To the extent not prohibited by law,
the obligations of the Company under this Agreement and any Letter of
Credit-Related Document to reimburse an Issuing Bank for a drawing under a
Letter of Credit Issued by such Issuing Bank, and to repay any Letter of Credit
Borrowing and any drawing under a Letter of Credit converted into Committed
Loans, shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement and each such other Letter of
Credit-Related Document under all circumstances, including the following: (i)
any lack of validity or enforceability of this Agreement or any Letter of
Credit-Related Document; (ii) any change in the time, manner or place of
payment of, or in any other term of, all or any of the obligations of the
Company in respect of any Letter of Credit or any other amendment or waiver of
or any consent to departure from all or any of this Agreement or the Letter of
Credit-Related Documents; (iii) the existence of any claim, set-off, defense or
other right that the Company may have at any time against any beneficiary or
any transferee of any Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the Issuing Bank for such
Letter of Credit or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by the Letter of
Credit-Related Documents or any unrelated transaction; (iv) any draft, demand,
certificate or other document presented under any Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect (provided, that such forgery,
fraud, invalidity or insufficiency shall not have been the result of gross
negligence, willful misconduct or unlawful acts of the Issuing Bank, or any of
its officers, employees or agents) or any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any Letter
of Credit; (v) any payment by an Issuing Bank under any Letter of Credit
against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit (provided, that such payment shall not
have constituted or resulted from gross negligence, willful misconduct or
unlawful acts of the Issuing Bank, or any of its respective officers, employees
or agents) or any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, or any payment made by the Issuing Bank of a
Letter of Credit under such Letter of Credit to any trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any 


                                     -47-
<PAGE>   54
Insolvency Proceeding; (vi) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to departure
from any other guarantee, for all or any of the obligations of the Company in
respect of any Letter of Credit; or (vii) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, a Company or a
guarantor; provided, that such other circumstance or happening shall not have
been the result of gross negligence, willful misconduct or unlawful acts of the
Issuing Bank, or any of its respective officers, employees or agents.

         III.7    Letter of Credit Fees.

                  (a)   Risk Participation Fees. The Company shall pay to the
Administrative Agent for the account of each of the Banks a letter of credit
fee (a "Risk Participation Fee") with respect to Letters of Credit equal to the
Applicable Margin then in effect for Offshore Rate Loans multiplied by the
average daily maximum amount available to be drawn on the outstanding Letters
of Credit.

                  (b)   Fronting Fees. The Company shall pay to the
Administrative Agent for the account of the Issuing Bank Issuing a Letter of
Credit a letter of credit fronting fee (the "Fronting Fee") for each Letter of
Credit Issued by the Issuing Bank equal to 0.125% per annum multiplied by the
average daily maximum amount available to be drawn on the outstanding Letters
of Credit.

                  (c)   Calculation of Fees. The Risk Participation and the
Fronting Fee each shall be computed on a quarterly basis in arrears on the last
Business Day of each calendar quarter based upon Letters of Credit outstanding
for that quarter as calculated by the Administrative Agent. Such fees shall be
due and payable quarterly in arrears on the last Business Day of each calendar
quarter during which Letters of Credit are outstanding, commencing on the first
such quarterly date to occur after the Closing Date, through the Termination
Date (or such later date upon which the outstanding Letters of Credit shall
expire), with the final payment to be made on the Termination Date (or such
later expiration date).

                  (d)   Other. The Company shall pay to any Issuing Bank any
issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of such Issuing Bank relating to letters of credit Issued by
it as from time to time in effect.

         III.8    Cash Collateralization. If upon either the occurrence of an
Event of Default and the acceleration of the Obligations or the occurrence of
the Termination Date, any Letters of Credit may for any reason remain
outstanding and partially or wholly undrawn, then, the Company agrees that it
shall on the Business Day it receives notice from the Administrative Agent,
acting upon instructions of the Majority Banks, deposit in an account (the
"Cash Collateral Account") held by the Administrative Agent, for the benefit of
the Banks, an amount in cash equal to the undrawn face amount of the Letters of
Credit outstanding as of such date. Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
Obligations. The 

                                     -48-

<PAGE>   55
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Cash collateral shall be held
in a blocked, non-interest bearing account held by the Administrative Agent or
any Affiliate of the Administrative Agent upon such terms and in such type of
account as customary at that depository institution. The Company shall pay any
fees charged by such depository institution which fees are of the type
customarily charged by such institution with respect to such accounts. Moneys
in such account shall (i) be applied by the Administrative Agent to the payment
of Letter of Credit Borrowings and interest thereon, (ii) be held and used for
the satisfaction of the reimbursement obligations of the Company in respect of
Letters of Credit and (iii) if the maturity of the Loans has been accelerated,
with the consent of the Majority Banks, be applied to satisfy the Obligations.

         III.9    Uniform Customs and Practice. The Uniform Customs and Practice
for Documentary Credits as published by the International Chamber of Commerce
("UCP") most recently published in final form at the time of issuance of any
Letter of Credit shall (unless otherwise expressly provided in such Letter of
Credit) apply to such Letter of Credit.


                                   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
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


                                     -49-
<PAGE>   56
                           (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 and Letter of Credit Advances funded 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 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 


                                     -50-
<PAGE>   57

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
or participating in any Letters of Credit, or, in the case of an Issuing Bank,
any increase in the cost to such Issuing Bank of agreeing to issue, issuing or
maintaining Letters of Credit or of agreeing to make or making, funding or
maintaining any unpaid drawing under any Letter of Credit then the Company
shall be liable for, and shall from time to time, 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 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 


                                     -51-
<PAGE>   58
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 2.9;

                  (d)   the prepayment (including pursuant to Sections 2.9, 
2.10, 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 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 


                                     -52-

<PAGE>   59
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 2.12(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 and each
Issuing Bank to the extent required pursuant to 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), and such Affected Bank's participation in any Letter of
Credit Obligations 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 Notes and Loans and
Letter of Credit Advances plus interest accrued thereon to the date of such
purchase plus any other amounts then payable hereunder on a date therein
specified, and make arrangements reasonably satisfactory to such Bank(s), with
respect to all outstanding Letters of Credit as to which such Affected Bank is
the Issuing Bank, then upon acceptance of such purchase offer, the Company
shall be obligated to pay 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 


                                     -53-
<PAGE>   60

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 and Letter of Credit Advances 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, (b) reasonably satisfactory arrangements
are made with respect to all outstanding Letters of Credit as to which such
Bank is the Issuing Bank, and (c) 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 Credit Extension. The obligation of each
Bank to make its initial Credit Extension 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:


                                     -54-

<PAGE>   61
                        (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 and in sufficient copies for each Bank, 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, Competitive Bid Requests 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, Competitive Bid Requests and other
                  documents (except for Loan Documents) related to and required
                  for any Borrowing or Letter of Credit Issuance; 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 (one signed original with sufficient
         photocopies for each Bank):

                               (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.


                                     -55-

<PAGE>   62
                        (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.


                                     -56-

<PAGE>   63
                  (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 2.14 and 11.4.

                  (g)     Credit Agreement. The Company and the other parties
thereto shall have executed and delivered the $150,000,000 Credit Agreement and
the "Closing Date" under the $150,000,000 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 Facility 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 Credit Extensions, Conversions and
Continuations. The obligation of each Bank to make any Credit Extension or to
continue or convert any Loan is subject to the satisfaction of the following
conditions precedent on the relevant Borrowing Date or Issuance Date of a
Letter of Credit or Conversion/ Continuation Date:

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

                                     -57-

<PAGE>   64
received a Competitive Bid Request, or an Issuing Bank shall have received a
Letter of Credit Application or Letter of Credit Amendment Application.

                  (b)     Continuation of Representations and Warranties. If
there is any Credit Extension, 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, 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, Issuance Date or, in the case of Committed Loans
made pursuant to Section 3.3(c), Honor Date as the case may be, with the same
effect as if made on and as of such Borrowing Date, Conversion/Continuation
Date, Issuance Date or Honor Date, as the case may be (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, Competitive Bid Request and Letter of Credit Application
or Letter of Credit Amendment Application submitted by the Company hereunder
shall constitute a representation and warranty by the Company hereunder, as of
the date of each such notice and as of each Borrowing Date, Issuance Date or
Conversion/Continuation 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 Credit Extension,
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 Credit Extension or continuation or conversion.

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


                                     -58-

<PAGE>   65
                  (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
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 


                                     -59-
<PAGE>   66
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 assets or properties 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
administer any Multiemployer Plan which could result in the Company's making a
contribution, or 


                                     -60-
<PAGE>   67

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.


                                     -61-
<PAGE>   68

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 


                                     -62-
<PAGE>   69

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.


                                     -63-

<PAGE>   70
         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 Credit
Extension or other Obligation shall remain unpaid or unsatisfied or any Letter
of Credit shall remain outstanding, 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 


                                     -64-
<PAGE>   71
independent accountants stating that such information has been subjected to the
same auditing 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.


                                     -65-

<PAGE>   72

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

                  (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


                                     -66-
<PAGE>   73
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

                  (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.


                                     -67-

<PAGE>   74
         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 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.


                                     -68-

<PAGE>   75
                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Credit
Extension or other Obligation shall remain unpaid or unsatisfied or any Letter
of Credit shall remain outstanding, 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;


                                     -69-
<PAGE>   76
                        (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;

                        (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;


                                     -70-
<PAGE>   77

                        (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;

                        (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.


                                     -71-

<PAGE>   78

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

                           (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) reduce the Total Commitment hereunder (it
         being understood that the Company will repay Loans and Letter of
         Credit Borrowings in such principal amount as is required such that
         the sum of the Effective Amount of all Loans,


                                     -72-
<PAGE>   79
         whether Committed Loans or Bid Loans, plus the Effective Amount of all
         Letter of Credit Obligations outstanding after such repayment does not
         exceed the Total Commitment as so reduced) and (B) prior to the
         Transition Date (as defined in the $150,000,000 Credit Agreement)
         reduce the Total Commitment (as therein defined) pursuant to the
         $150,000,000 Credit Agreement (it being understood that the Company
         will repay Revolving Loans thereunder in such principal amount such
         that the aggregate principal amount of all Revolving Loans thereunder
         does not exceed the Total Commitment thereunder as so reduced) and (2)
         repay all other Indebtedness then outstanding (including Indebtedness
         evidenced by the Term Loans made pursuant to the $150,000,000 Credit
         Agreement 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.


                                     -73-
<PAGE>   80

                  (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 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 any Issuing Bank;
                  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 or any Issuing Bank.

                  (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.


                                     -74-

<PAGE>   81
         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

                                     -75-
<PAGE>   82

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>   83
                  (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 any Letter
of Credit Borrowing, 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

                                     -77-

<PAGE>   84
                  (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 


                                     -78-
<PAGE>   85

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 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 $150,000,000 Credit Agreement. Any Event of
Default shall occur and be continuing pursuant to the $150,000,000 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 and
any obligation of the Issuing Bank to Issue Letters of Credit 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 require cash collateral
as set forth in Section 3.8; 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 and any obligation of
an Issuing Bank to Issue Letters of Credit shall automatically terminate; (y)
the unpaid principal amount of all outstanding Loans and Letter of Credit
Borrowings and all interest and other amounts as aforesaid shall automatically
become due and payable and (z) cash collateral as set forth in Section 3.8
shall automatically be required to be paid with respect to all Letter of Credit
Obligations, in each case, without further act of the Administrative Agent, any
Issuing Bank or any Bank.


                                     -79-
<PAGE>   86
         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.

                                   ARTICLE X

                    THE ADMINISTRATIVE AGENT; ISSUING BANKS

         X.1      Appointment and Authorization. (a) 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.

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

         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 

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<PAGE>   87
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.

         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 


                                     -81-
<PAGE>   88
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 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


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<PAGE>   89
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 under
no obligation to provide such information to them. With respect to its Loans
and Letter of Credit Advances, 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.


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<PAGE>   90
         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

                        (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


                                     -84-
<PAGE>   91
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.

                                   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 Letter of Credit Advance, or (subject to clause
(i) below) any fees or other amounts payable under any Loan Document;

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<PAGE>   92
                  (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 2.18, 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 relevant Issuing Bank in addition to the Majority
Banks or all the Banks, as the case may be, affect the rights or duties of such
Issuing Bank under this Agreement or any Letter of Credit-Related Document
relating to such Letter of Credit Issued or to be Issued by it, (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Bid
Agent in addition to the Majority Banks or all the Banks, as the case may be,
affect the rights or duties of the Bid Agent under this Agreement or any other
Loan Document, (iii) 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 (iv)
the Fee Letters may be amended, or rights or privileges thereunder waived, in a
writing executed by the parties thereto.

         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, III or X
shall not be effective until actually received by the Administrative Agent and
notices pursuant to Article III to an Issuing Bank shall not be effective until
actually received by such Issuing Bank at the address specified for such
"Issuing Bank" in Schedule 11.2 or such other address as shall be designated by
such Issuing Bank pursuant to subsection 11.2(a).

                                     -86-

<PAGE>   93
                  (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 and
Letter of Credit Obligations 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, Bid Agent and Issuing Bank), 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) 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, (ii) all reasonable out-of-pocket expenses
incurred by any Issuing Bank in connection with the Issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, any Issuing Bank or any Bank, including all Attorney
Costs of counsel for the Administrative Agent, the Bid Agent, any of the
Issuing Banks 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, Letters of
Credit Issued or Letter of Credit Borrowings advanced 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 Bid Agent, the Agent-Related Persons, each Issuing
Bank 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


                                     -87-
<PAGE>   94
(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, Letter of
Credit Borrowing or Letter of Credit or the use of the proceeds therefrom
(including any refusal by any Issuing Bank to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (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, the Bid 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,
any Letter of Credit Borrowing or any Letter of Credit 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.

         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


                                     -88-
<PAGE>   95
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 (including any
Issuing 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
and the Issuing Banks, 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 or any Issuing Bank
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, the Letter of Credit Obligations and the other rights and
obligations of such Bank hereunder, in a minimum amount of $10,000,000;
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; and provided, further, the assignment may, at the
option of the assigning Bank and the Assignor, not assign any portion of any
outstanding Bid Loans.

                  (b)   From and after the date that the Administrative Agent
notifies the assignor Bank that it has received (and, if required, the
Administrative Agent, each Issuing Bank 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 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 


                                     -89-
<PAGE>   96

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 and Letter of Credit Advances 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, any Letters of Credit, 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, the Administrative Agent and each Issuing Bank 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 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,


                                     -90-
<PAGE>   97

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 ss.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     Designated Bidders. Any Bank may designate one Designated
Bidder to have a right to offer and make Bid Loans pursuant to Section 2.6;
provided, however, that (i) no such Bank may make more than one such
designation, (ii) each such Bank making any such designation shall retain the
right to make Bid Loans, and (iii) the parties to each such designation shall
execute and deliver to the Administrative Agent a Designation Agreement. Upon
its receipt of an appropriately completed Designation Agreement executed by a
designating Bank and a designee representing that it is a Designated Bidder,
the Administrative Agent will accept such Designation Agreement and give prompt
notice thereof to the Company, whereupon such designation of such Designated
Bidder shall become effective and such designee shall become a party to this
Agreement as a "Designated Bidder."

         XI.10    Confidentiality. Each Bank and each Designated Bidder
acknowledges that it has executed an agreement with the Company in
substantially the form of Exhibit L (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
L.

         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, cash collateral for Letter of Credit
Obligations has been required or demand for payment has been made with respect
to such Bank's portion of any Letter of Credit Borrowing, 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


                                     -91-
<PAGE>   98
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.

         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, EACH ISSUING BANK
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, EACH ISSUING BANK 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, EACH ISSUING BANK AND THE BANKS
IRREVOCABLY WAIVES TO THE EXTENT NOT PROHIBITED BY LAW, ANY OBJECTION,
INCLUDING


                                     -92-
<PAGE>   99
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, EACH ISSUING BANK AND
THE BANKS EACH WAIVE TO THE EXTENT NOT PROHIBITED BY LAW, PERSONAL SERVICE OF
ANY 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, THE
ADMINISTRATIVE AGENT, AND EACH ISSUING BANK 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, EACH ISSUING BANK 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.


                                     -93-
<PAGE>   100

         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>   101
                                       BANK OF AMERICA NATIONAL TRUST
                                       AND SAVINGS ASSOCIATION,
                                       as Administrative Agent


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



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


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



                                       BANK OF AMERICA NATIONAL TRUST
                                       AND SAVINGS ASSOCIATION, as Bank


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





<PAGE>   102

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


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




<PAGE>   103
                                       THE BANK OF NEW YORK,
                                       as Syndication Agent and as a Bank


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



<PAGE>   104
                                       CHASE MANHATTAN BANK,
                                       as Co-Agent and as a Bank


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



<PAGE>   105
                                       THE BANK OF TOKYO-MITSUBISHI, LTD.
                                       as Co-Agent and as a Bank


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



<PAGE>   106
                                       BANQUE NATIONALE DE PARIS,
                                       as Co-Agent and as a Bank


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



<PAGE>   107
                                       THE FUJI BANK, LIMITED - HOUSTON AGENCY,
                                       as Co-Agent and as a Bank


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



<PAGE>   108
                                       ABN AMRO BANK, N.V.


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



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



<PAGE>   109

                                       BANKBOSTON, N.A.


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




<PAGE>   110
                                       THE FIRST NATIONAL BANK OF CHICAGO


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





<PAGE>   111
                                       THE INDUSTRIAL BANK OF JAPAN, LIMITED


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


<PAGE>   112
                                       NATIONAL WESTMINSTER BANK PLC,
                                       NEW YORK BRANCH


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



                                       NATIONAL WESTMINSTER BANK PLC,
                                       NASSAU BRANCH


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



<PAGE>   113
                                       NATIONSBANK, N.A.


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



<PAGE>   114
                                       CITIBANK, N.A.


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



<PAGE>   115
                                       DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
                                       CAYMAN ISLAND BRANCH


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


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



<PAGE>   116

                                       SUNTRUST BANK, ATLANTA


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

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


<PAGE>   117
                                       BANK AUSTRIA AKTIENGESELLSCHAFT -
                                       NEW YORK BRANCH


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


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





<PAGE>   118
                                       THE NORTHERN TRUST COMPANY


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





<PAGE>   119
                                       BANK OF OKLAHOMA, NATIONAL ASSOCIATION


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





<PAGE>   120

                                       WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                       NEW YORK BRANCH


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



<PAGE>   121
                                  SCHEDULE 2.1


                                  COMMITMENTS
                              AND PRO RATA SHARES



<TABLE>
<CAPTION>
                                                                                                   Pro Rata
         Bank                                               Commitment                               Share  
         ----                                               ----------                               -----  

<S>                                                         <C>                                       <C>   
Bank of America NT & SA                                     $ 45,454,545.43                           11.36%
The Bank of New York                                        $ 36,363,636.36                            9.09%
Royal Bank of Canada                                        $ 36,363,636.36                            9.09%
The Chase Manhattan Bank                                    $ 25,454,545.45                            6.36%
The Bank of Tokyo-Mitsubishi Limited                        $ 25,454,545.45                            6.36%
Banque Nationale de Paris                                   $ 25,454,545.45                            6.36%
The Fuji Bank, Limited                                      $ 25,454,545.45                            6.36%
ABN AMRO Bank, N.V.                                         $ 14,545,454.55                            3.64%
BankBoston                                                  $ 14,545,454.55                            3.64%
The First National Bank of Chicago                          $ 14,545,454.55                            3.64%
The Industrial Bank of Japan, Limited                       $ 14,545,454.55                            3.64%
National Westminister Bank, PLC                             $ 14,545,454.55                            3.64%
NationsBank                                                 $ 14,545,454.55                            3.64%
Citibank                                                    $ 14,545,454.55                            3.64%
DG Bank                                                     $ 14,545,454.55                            3.64%
SunTrust                                                    $ 14,545,454.55                            3.64%
West LB                                                     $ 14,545,454.55                            3.64%
Bank Austria                                                $ 14,545,454.55                            3.64%
Northern Trust                                              $ 10,909,090.91                            2.73%
Bank of Oklahoma                                            $   9,090,909.09                           2.27%

        TOTAL                                               $400,000,000.00                          100.00%
</TABLE>


<PAGE>   122
                                  SCHEDULE 5.1


                     Qualification as a Foreign Corporation

Texas
Louisiana
Oklahoma
New York


<PAGE>   123
                                  SCHEDULE 6.5


                                   LITIGATION


<PAGE>   124
                                 SCHEDULE 6.13


                       EXPECTED MATERIAL ADVERSE EFFECTS

                                      None


<PAGE>   125
                                 SCHEDULE 6.14


                             ENVIRONMENTAL MATTERS

                                      None


<PAGE>   126
                                 SCHEDULE 6.17


                                  SUBSIDIARIES


<PAGE>   127
                                 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:
                           Claire Liu
                           Telephone: (713) 651-4855
                           Facsimile: (713) 651-4841


                             Schedule 11.2 - Page 1

<PAGE>   128
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>   129
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

Attention:                 William Mastrandrea
                           (re: Competitive Bids)
                           Telephone: (212) 804-2050
                           Facsimile: (212) 809-5272


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>   130
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>   131
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

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

                             Schedule 11.2 - Page 5

<PAGE>   132
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

Office for Letters of Credit:
ABN AMRO Bank N.V.
200 West Monroe Street, Suite 1100
Chicago, Illinois

Attention:
                           Trade Services
                           Telephone: (888) 226-5113
                           Facsimile: (888) 226-5119

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>   133
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

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


                             Schedule 11.2 - Page 7

<PAGE>   134
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>   135
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

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

                             Schedule 11.2 - Page 9

<PAGE>   136

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

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


                            Schedule 11.2 - Page 10
<PAGE>   137
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


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


                            Schedule 11.2 - Page 11
<PAGE>   138
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



                            Schedule 11.2 - Page 12

<PAGE>   139

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


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


                            Schedule 11.2 - Page 13


<PAGE>   140

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

Attention:
                           Charles Gerlach (re: Letters of Credit)
                           Telephone: (312) 444-4715
                           Facsimile: (312) 630-5015

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


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


                            Schedule 11.2 - Page 14
<PAGE>   141

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 15

<PAGE>   142


                                   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 $400,000,000 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 Committed Borrowing specified below:

            1. The Business Day of the proposed Committed 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:

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


                                  Exhibit A-1
<PAGE>   143





                  (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 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

                  (c) The proposed Borrowing will not cause the aggregate
         Effective Amount of all outstanding Loans, including Committed Loans
         and Bid Loans, plus the Effective Amount of all Letter of Credit
         Obligations to exceed the Total Commitment.


                                         CITGO PETROLEUM CORPORATION


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



                                  Exhibit A-2


<PAGE>   144






                                   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 $400,000,000 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 as 

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


                                  Exhibit B-1


<PAGE>   145



         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

                  (c) the proposed [conversion][continuation] will not cause
         the Effective Amount of all outstanding Loans, including Committed
         Loans and Bid Loans, plus the Effective Amount of all Letter of Credit
         Obligations 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




                                  Exhibit B-2



<PAGE>   146








                                   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 , 1998 (as
extended, renewed, amended or restated from time to time, 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>   147



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>   148


                                   SCHEDULE 1
                                   Exceptions









                                  Exhibit C-3


<PAGE>   149


                                   SCHEDULE 2
                         To the Compliance Certificate
                                  ($ in 000's)
<TABLE>
<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>   150



                                  EXHIBIT D-1


                     [FORM OF] OPINION OF COMPANY'S COUNSEL









                                  Page 1 of 1
<PAGE>   151








                                  EXHIBIT D-2

                [FORM OF] OPINION OF GENERAL COUNSEL OF COMPANY






                                  Page 1 of 1


<PAGE>   152



                                  EXHIBIT D-3

                     [FORM OF] OPINION OF COUNSEL FOR PDVSA



                                  Page 1 of 1

<PAGE>   153








                                   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 $400,000,000
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 "Committed Loans") to the Company in an
aggregate amount not to exceed $__________ (the "Commitment");

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

                  WHEREAS, [the Assignor has acquired a participation in the
Issuing Bank's liability under Letters of Credit in an aggregate principal
amount of $____________ (its "Letter of Credit Obligations")] [no Letters of
Credit 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 Committed Loans and Letter of Credit Obligations] 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;





                                  Exhibit E-1



<PAGE>   154
                  NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements contained herein, the parties hereto agree as follows:

         1.       Assignment and Acceptance.

                  (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 Committed Loans and the Letter of Credit
Obligations] 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, Committed Loans and Letter of Credit Obligations 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
$__________.



                                  Exhibit E-2



<PAGE>   155



         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
Committed Loans [and Letter of Credit Advances].

                  (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.

         3.       Reallocation of Payments.

                  Any interest, fees and other payments accrued to the
Effective Date with respect to the Commitment, Committed Loans and Letter of
Credit Obligations 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;




                                  Exhibit E-3


<PAGE>   156



                                (ii) the consent of the Company, each Issuing
Bank 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);

                                (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, each Issuing Bank and
the Administrative Agent for acknowledgment by the Administrative Agent, each
Issuing Bank 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 OR AN ISSUING BANK]

                  (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 hereby appoints and authorizes the Assignor
to take such action on its behalf and to exercise such powers under the Credit
Agreement as are delegated to an Issuing Bank by the Banks pursuant to the
terms of the Credit Agreement.

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



                                  Exhibit E-4

<PAGE>   157



         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.

         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



           
                                  Exhibit E-5



<PAGE>   158



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.

         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.



                                  Exhibit E-6



<PAGE>   159


                  (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).

                  [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:                   
                                           -----------------------------------



                                  Exhibit E-7


<PAGE>   160




                                    Address:

















                                  Exhibit E-8
<PAGE>   161
















                                                  [ASSIGNEE]


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



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

                                        Address:





                                  Exhibit E-9



<PAGE>   162


                                   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

Each Issuing Bank listed on Annex A hereto

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

Ladies and Gentlemen:

         We refer to the $400,000,000 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 Committed Loans made by the Assignor and the Assignor's
participation in the Letters of Credit) 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 Committed Loans is
$_____________, and its participation in Letter of Credit Obligations is
$_____________.


                                 Exhibit E-10



<PAGE>   163


         2. The Assignee agrees that, upon receiving the consent of the
Administrative Agent, each Issuing Bank and, if applicable, CITGO Petroleum
Corporation to such assignment, the Assignee will be bound by the 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-11


<PAGE>   164



         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:                              
                                           -----------------------------------


                                        [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


                                 Exhibit E-12

<PAGE>   165



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


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


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

[OTHER ISSUING BANKS]





                                 Exhibit E-13


<PAGE>   166






                                                                     Annex A to
                                                           Notice of Assignment
                                                                 and Acceptance


                                 Issuing Banks








                                  Exhibit E-14




<PAGE>   167

                                  Exhibit F-1

                         [FORM OF] COMMITTED LOAN 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 
Committed Loans made by the Bank to the Company pursuant to the $400,000,000
Credit Agreement, dated as of May 13, 1998 (such $400,000,000 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 Committed 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 Committed Loan
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-1 Page 1



<PAGE>   168


         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-1 Page 2



<PAGE>   169


                                                             Schedule A to Note



                BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS



<TABLE>
<CAPTION>

                              (2)                          (3)              
       (1)                  Amount                      Amount of                  (4)
      Date                  of Base                     Base Rate                Notation
      ----                 Rate Loan                   Loan Repaid               Made By
                           ---------                   -----------               -------
<S>                   <C>                        <C>                       <C>
------------------    --------------------        ----------------------    -------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------    --------------------        ----------------------    -------------------
</TABLE>


                              Exhibit F-1 Page 3


<PAGE>   170


                                                             Schedule B to Note



            OFFSHORE RATE LOANS AND REPAYMENT OF OFFSHORE RATE LOANS



<TABLE>
<CAPTION>

                              (2)                     (3)                       (4)              
       (1)                  Amount               Maturity Date                Amount                    (5)
      Date                of Offshore             of Offshore            of Offshore Rate             Notation
      ----                 Rate Loan               Rate Loan                Loan Repaid               Made By
                           ---------               ---------                -----------               -------
<S>                   <C>                     <C>                      <C>                      <C>
------------------    --------------------    --------------------     ----------------------    -------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------    --------------------    --------------------     ----------------------    -------------------
</TABLE>


                              Exhibit F-1 Page 4


<PAGE>   171


                                                             Schedule C to Note



                  CD RATE LOANS AND REPAYMENT OF CD RATE LOANS



<TABLE>
<CAPTION>

                              (2)                     (3)                       (4)              
       (1)                  Amount                 Maturity                  Amount of                  (5)
      Date                   of CD                Date of CD                  CD Rate                 Notation
      ----                 Rate Loan               Rate Loan                Loan Repaid               Made By
                           ---------               ---------                -----------               -------
<S>                   <C>                     <C>                      <C>                      <C>
------------------    --------------------    --------------------     ----------------------    -------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------    --------------------    --------------------     ----------------------    -------------------
</TABLE>




                              Exhibit F-1 Page 5





<PAGE>   172







                                  EXHIBIT F-2

                             FORM OF BID LOAN NOTE


$ ________ 





                                                                   May 13, 1998


         FOR VALUE RECEIVED, the undersigned, CITGO PETROLEUM CORPORATION (the
"Company"), hereby jointly and severally promises to pay to the order of
_______________ (the "Bank") the principal sum of ____________________ DOLLARS
($_______________) or, if less, the aggregate unpaid principal amount of all
Bid Loans made by the Bank to the Company pursuant to the $400,000,000 Credit
Agreement dated as of May 13, 1998 (such 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) and
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 Bid 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 Bid Loan is made, the maturity date therefor and each payment of principal
with respect thereto on the schedule 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 Bid Loan 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.

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



                              Exhibit F-2 Page 1


<PAGE>   173




         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-2 Page 2



<PAGE>   174


                                                    Schedule A to Bid Loan Note



                          LOANS AND REPAYMENT OF LOANS



<TABLE>
<CAPTION>

                              (2)                     (3)                       (4)                     (5)
       (1)                  Amount               Maturity Date               Amount of                Notation
      Date                  of Loan                 of Loan                 Loan Repaid               Made By
      ----                  -------                 -------                 -----------               -------
<S>                   <C>                     <C>                      <C>                      <C>
------------------    --------------------    --------------------     ----------------------    -------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------    --------------------    --------------------     ----------------------    -------------------
</TABLE>




                              Exhibit F-2 Page 3



<PAGE>   175







                                   EXHIBIT G

                        INVITATION FOR COMPETITIVE BIDS

Via Facsimile

To the Banks Listed on Schedule A attached hereto:

Re: CITGO Petroleum Corporation $400,000,000 Credit Agreement dated as of May
    13, 1998 (the "Credit Agreement")

Ladies and Gentlemen:

        Capitalized terms used herein have the meanings specified in the Credit
Agreement. Pursuant to Section 2.7 of the Credit Agreement, you are hereby
invited to submit offers to make Bid Loans to the Companies based on the
following specifications:

1.      Bid Type:        Absolute


      2.       Auction Date:      -----------------------------------

                                  -----------------------------------
                                      Day        Month        Year


      3.       Borrowing Date:    -----------------------------------

                                  -----------------------------------
                                       Day        Month         Year


      4.      Aggregate Amount Requested by Company:

5.      Specified Interest Periods:

<TABLE>
<CAPTION>

                                                    Date From              Date To          # of Days
         ============================================================================================   
<S>                                                <C>                    <C>               <C>
         Interest Period #1                         /    /                 /    /           #
                                                    ======                 ======           ======
         
         Interest Period #2                         /    /                 /    /           #
                                                    ======                 ======           ======

         Interest Period #3                        /    /                  /    /           #
         ============================================================================================   
</TABLE>

6.      Bid Loan principal amounts must be $________ or in multiples of
        $_______ in excess thereof and may not exceed the amount of Bid Loans
        which were requested.



                               Exhibit G Page 1

<PAGE>   176




        8.      The rate of interest should be rounded to 1/1000th of 1%.








                               Exhibit G Page 2



<PAGE>   177



        All Competitive Bids must be in the form of Exhibit I to the Credit
Agreement and must be received by the undersigned no later than_______________
on _________________, _____.



                                        --------------------------------,
                                        as Bid Agent

By:
   -----------------------------
Title:
      --------------------------        Facsimile:
                                                  ----------------------








                               Exhibit G Page 3


<PAGE>   178


                                   Schedule A

                                 List of Banks








                               Exhibit G Page 4




<PAGE>   179







                                   EXHIBIT H

                            COMPETITIVE BID REQUEST



                      ---------------, ----
Bid Agent
[Address]

Re: CITGO Petroleum Corporation $400,000,000 Credit Agreement dated as of May
          13, 1998 (the "Credit Agreement")

Ladies and Gentlemen:

    This is a Competitive Bid Request for Bid Loans pursuant to Section 2.7 of
the Credit Agreement as follows:

1.  Bid Type:                          Absolute



      2.   Auction Date:        -------------------------------------

                                 Day           Month          Year
                                -------------------------------------

      3.   Borrowing Date:      -------------------------------------

                                 Day           Month          Year
                                -------------------------------------
      4.   Aggregate Bid Amount:


5.   Bid Details:

<TABLE>
<CAPTION>

                                                    Date From              Date To         # of Days
         =================================================================================================
<S>                                                <C>                     <C>             <C>
         Interest Period #1                         /    /                 /    /           #
                                                   =======                =======          ======

         Interest Period #2                        /    /                  /    /           #
                                                   =======                =======          ======

         Interest Period #3                        /    /                  /    /           #
         =================================================================================================
</TABLE>





                               Exhibit H Page 1


<PAGE>   180




     Capitalized terms used herein have the meanings specified in the Credit
Agreement.

     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 contained in Article VI of
the Credit Agreement and in the other Loan Documents are true and correct in
all material respects 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),
except for the representation contained in Section 6.5;

              (b) no Default or Event of Default exists or would result from
such proposed Borrowing; and

              (c) to the best of our knowledge, this request will not put the
undersigned above the maximum Commitment limits set forth in the Credit
Agreement.



                                        CITGO PETROLEUM CORPORATION



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





                               Exhibit H Page 3


<PAGE>   181







                                   EXHIBIT I

                                COMPETITIVE BID

                      ------------------, ----
Bid Agent
[Address]

Re: $400,000,000 Credit Agreement dated as of May 13, 1998 (the "Credit
    Agreement")

Ladies and Gentlemen:

     Capitalized terms used herein have the meanings specified in the Credit
Agreement. In response to the Competitive Bid Request of the Company dated
______________, ____ and in accordance with subsection 2.7(c)(ii) of the Credit
Agreement, the undersigned Bank offers to make [a] Bid Loan[s] thereunder in
the following principal amount[s] at the following interest rates for the
following Interest Period[s]:

1.   Bid Type:        Absolute

                                    --------------------------------------
2.   Auction Date:                  
                                         Day        Month        Year
                                    --------------------------------------


                                    --------------------------------------
3.   Borrowing Date:
                                         Day        Month        Year
                                    --------------------------------------
4.   Aggregate Bid Amount:

5.   Bid Details:

<TABLE>
<CAPTION>
                                 Date From          Date To     # of Days     Offer   Principal    Interest Rate
--------------------------- ------------------ --------------- -----------    -----   ---------    --------------
<S>                         <C>                <C>             <C>            <C>     <C>          <C>
Interest Period #1               /    /            /    /      #                1        $            %
--------------------------- ------------------ --------------- -----------    -----   ---------    --------------
                                                                                2        $            %
--------------------------- ------------------ --------------- -----------    -----   ---------    --------------
                                                                                3        $            %
--------------------------- ------------------ --------------- -----------    -----   ---------    --------------
Interest Period #2              /    /            /   /        #                1        $            %
--------------------------- ------------------ --------------- -----------    -----   ---------    --------------
                                                                                2        $            %
--------------------------- ------------------ --------------- -----------    -----   ---------    --------------
                                                                                3        $            %
--------------------------- ------------------ --------------- -----------    -----   ---------    --------------
Interest Period #3              /    /            /   /        #                1        $            %
--------------------------- ------------------ --------------- -----------    -----   ---------    --------------
                                                                                2        $            %
--------------------------- ------------------ --------------- -----------    -----   ---------    --------------
                                                                                3        $            %
--------------------------- ------------------ --------------- -----------    -----   ---------    --------------
</TABLE>





                               Exhibit I Page 1



<PAGE>   182


[NAME OF BANK]


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










                               Exhibit I Page 2



<PAGE>   183







                                   EXHIBIT J

                         FORM OF DESIGNATION AGREEMENT


Dated ______________, 19__


         Reference is made to the $400,000,000 Credit Agreement dated as of May
13, 1998 (as amended from time to time, the "Credit Agreement") among CITGO
Petroleum Corporation (the "Company"), various financial institutions parties
thereto, the Syndication Agents (defined therein) and Bank of America National
Trust and Savings Association, as administrative agent for the Banks (the
"Administrative Agent"). Capitalized terms used herein have the meanings
specified in the Credit Agreement. Terms defined in the Credit Agreement are
used herein with the same meaning.

         _________________ (the "Designator") and ___________________ the 
("Designee") agree as follows:

1.       The Designator hereby designates the Designee, and the Designee hereby
         accepts such designation, to have a right to make Bid Loans pursuant
         to Section 2.6 of the Credit Agreement.

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

3.       The Designee (i) confirms that it has received a copy of the Credit 
         Agreement, together with copies of the financial statements referred
         to in Section 7.1 thereof and such other documents and information as
         it has deemed appropriate to make its own credit analysis and decision
         to enter into this Designation Agreement; (ii) agrees that it will,
         independently and without reliance upon the Administrative Agent,
         either Syndication Agent, the Designator 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 decisions in taking or not
         taking action under the Credit Agreement; (iii) confirms that it is an
         entity qualified to be a Designated Bidder; (iv) appoints and
         authorizes the Administrative Agent to take such 




                               Exhibit J Page 1


<PAGE>   184
         action as agent on its behalf and to exercise such powers under the
         Credit Agreement as are delegated to the Administrative Agent by the
         terms thereof, together with such powers as are reasonably incidental
         thereto; (v) 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 Designated Bidder; (vi) specifies
         as its Lending Office with respect to Bid Loans (and address for
         notices) the offices set forth beneath its name on the signature page
         hereof; and (vii) acknowledges that it has executed and delivered a
         Bank Confidentiality Agreement.

4.       Following the execution of this Designation Agreement by the
         Designator and its Designee, it will be delivered to the
         Administrative Agent for acceptance by the Administrative Agent. The
         effective date of this Designation Agreement shall be the date of
         acceptance thereof by the Administrative Agent, unless otherwise
         specified on the signature page hereto (the "Effective Date").

5.       Upon such acceptance and recording by the Administrative Agent, as of
         the Effective Date, the Designee shall be a party to the Credit
         Agreement as a "Designated Bidder" with a right to make Bid Loans as a
         Bank pursuant to Sections 2.6 and 2.7 of the Credit Agreement and the
         rights and obligations of a Designated Bidder related thereto.

6.       This Designation Agreement shall be governed by, and construed in
         accordance with, the laws of the State of New York.







                               Exhibit J Page 2





<PAGE>   185


IN WITNESS WHEREOF, the parties hereto have caused this Designation Agreement
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.

Effective Date:                              ________________, 19 __


[NAME OF DESIGNATOR]


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


[NAME OF DESIGNEE]


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


Lending Office (and
address for notices)
[Address]


Accepted this ___ day
of ____________, 19__


BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION


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


---------







                               Exhibit J Page 3
<PAGE>   186



*        This date should be no earlier than the date of acceptance by the 
         Administrative Agent.








                               Exhibit J Page 4




<PAGE>   187







         
                                   EXHIBIT K

          
                                   [RESERVED]













                               Exhibit K Page 1