UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
                 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1998 Commission File 
Number 333-45093
             
HUNTWAY REFINING COMPANY
(Exact Name of Registrant as Specified in its Charter)

Delaware                     						95-4680045
(State or Other Jurisdiction of 		(I.R.S. Employer
Incorporation or Organization)   		Identification No.)

25129 The Old Road, #322                        
Newhall, California  	                     91381 	
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number 
Including Area Code:  (661) 286-1582
                  
Securities Registered Pursuant to Section 12(b) of the Act:

	Name of Each Exchange
	Title of Each Class	               on Which Registered
	Common Stock	                     New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.     
Yes   X       No       .

Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-K is not contained herein 
and will not be considered, to the best of registrants 
knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of the Form 10-K or any 
amendment to this Form 10-K. [   ]

At March 22, 1999, the aggregate market value of the Common Stock 
held by persons other than directors and officers of the 
registrant and beneficial owners of 5% or more of the Common 
Stocks was approximately $7,571,000 based upon the closing price 
on the New York Stock Exchange Composite tape.  At March 22, 
1999, there were 14,983,271 shares outstanding.
                  
DOCUMENTS INCORPORATED BY REFERENCE

	Document 	       Form 10-K Part

Specified portions of registrant's Proxy 
Statement to be filed for the annual meeting
of stockholders to be held on May 12, 1999.	      Part II

Huntway Refining Company
Index to Annual Report on
Form 10K
For the Year Ended December 31, 1998

PART I								

Item 1	Business
Item 2	Properties
Item 3	Legal
Item 4	Submission of Matters to a Vote
     		of Security Holders

PART II

Item 5	Market For Registrants Common Equity
     		and Related Stockholder Matters
Item 6	Selected Financial Data
Item 7	Managements Discussion and Analysis
		     Of Financial Condition and Results
		     Of Operations
Item 7a	Quantitative and Qualitative Disclosures
		      About Market Risk
Item 8	Financial Statements and Supplementary Data
Item 9	Changes in and Disagreements with Accountants
		     on Accounting and Financial Disclosure

PART III

Item 10	Directors and Executive Officers of 
      		The Registrant
Item 11	Executive Compensation
Item 12	Security Ownership of Certain Beneficial
		      Owners and Management
Item 13	Certain Relationships and Related Transactions
Item 14	Exhibits, Financial Statements, Financial Statement
		      Schedules, and Reports on Form 8K

      		Signatures

PART I

Item 1.  Business

INTRODUCTION
Huntway Refining Company, a Delaware corporation (the Company), 
owns three crude oil refineries located in California and 
Arizona.  The Company is currently operating the two California 
refineries while the Arizona refinery has been shut down since 
August 1993 due to adverse market conditions.

The Company was formed for the purpose of effecting the 
conversion of Huntway Partners, L.P., a Delaware limited 
partnership (the Partnership), from a publicly-traded limited 
partnership to a publicly-traded corporation (the Conversion) on 
June 1, 1998 through the merger of the Partnership into the 
Company. As a result of the merger, the Company succeeded to the 
Partnership's assets, liabilities and operations.

The principal executive offices of the Company are located at 
25129 The Old Road, Suite 322, Newhall, California 91381 and 
their telephone number is (661) 286-1582. 

General

The three refineries owned by the Company are located in 
Wilmington, California near Los Angeles Harbor, in Benicia, 
California near San Francisco Bay and in Coolidge, Arizona, which 
is midway between Phoenix and Tucson.  The Wilmington, Benicia 
and Coolidge refineries have refining capacities of 6,000 barrels 
per day (bpd), 9,000 bpd and 8,500 bpd, respectively (see Item 2. 
Properties).

The two California refineries produce liquid asphalt products and 
light-end products such as gas oil, diesel fuel, naphtha and 
kerosene distillate, from crude oil obtained from onshore and 
offshore California production sources.  The Arizona refinery, 
which was shut down in August 1993, also produced jet fuel and 
diesel fuel.  The California refineries supply liquid asphalt to 
hot mix asphalt producers, material supply companies, contractors 
and government agencies, principally for use in road paving in 
California and to a lesser extent Nevada, Arizona, Utah, Oregon 
and Mexico.  The Arizona refinery is owned by a subsidiary of the 
Company, Sunbelt Refining Company, L.P. (Sunbelt).  The refining 
business conducted by the Company (and, prior to the Conversion, 
by the Partnership) and its subsidiary is referred to herein as 
Huntway.

Some competing refineries typically produce liquid asphalt as a 
residual by-product from refining higher-cost, light crude oil 
into products such as gasoline.  In contrast, Huntway's 
California refineries were designed specifically to produce 
liquid asphalt from lower-cost, heavy crude oil produced in 
California.

Products and Markets

Market Area

Huntway markets liquid asphalt primarily in California and, to a 
lesser extent, in Nevada, Arizona, Utah, Oregon and Mexico.  The 
market area served by the Wilmington refinery includes the 
southern portion of California from Bakersfield to San Diego, 
into Baja, California in Mexico, and east into southern Nevada 
and Arizona (the Southern Market).  The market area covered by 
the Benicia refinery includes northern California from Monterey 
and Modesto north to southern Oregon and east to northern Nevada 
and Utah (the Northern Market).  The Arizona market area is no 
longer serviced through the Sunbelt refinery, as the refinery was 
shut down in August 1993.

Liquid Asphalt

Liquid asphalt is one of Huntway's two principal products and 
accounted for approximately 61% of its revenues in 1998 and 51% 
of its revenues in 1997.  The principal uses of liquid asphalt 
are in road paving and, to a lesser extent, manufacturing roofing 
products.  About 89% of Huntway's liquid asphalt sales consists 
of paving grade liquid asphalt.  The remaining 11% is sold for 
use in producing roofing products such as tar paper, roofing 
shingles and built-up roofing products, and as a component of 
fuel oil and other specialty products. 
 
Paving grade liquid asphalt, including grades set by standards 
determined by the National Highway and Transportation 
Administrations Strategic Highway Research Program (SHRP), is 
sold by Huntway to hot mix asphalt producers, material supply 
companies, contractors and government agencies.  These customers, 
in turn, mix liquid asphalt with sand and gravel to produce hot 
mix asphalt which is used for road paving.  In addition to 
conventional paving grade asphalt, Huntway also produces modified 
and cutback asphalt products.  Modified asphalt is a blend of 
recycled plastics, rubber and polymer materials with liquid 
asphalt, which produces a more durable product that can withstand 
greater changes in temperature.  Cutback asphalt is a blend of 
liquid asphalt and lighter petroleum products that is used 
primarily to repair asphalt road surfaces.

Demand for liquid asphalt is generally lowest in the first 
quarter of the year, slightly higher in the second and fourth 
quarters and significantly higher in the third quarter.  Liquid 
asphalt sales in the Northern Market are somewhat more seasonal 
than sales in the Southern Market (including Arizona) due to the 
rain and cold weather usually experienced in the Northern Market 
during the winter months, which affect road paving activities.  

Liquid asphalt customers primarily take delivery via trucks, at 
the refineries.

Light-End Products
In addition to liquid asphalt, Huntways two California 
refineries produce certain light-end products.  These products, 
described below, constitute approximately one-half of total 
production (as measured by barrels produced), with liquid asphalt 
comprising the other half.  Huntways light-end product revenues 
are tied to the prices of finished gasoline and diesel fuel in 
California, which decreased in 1998 as gasoline and diesel 
inventories remained high and California crude oil prices 
declined through the year.  Light-end customers primarily take 
delivery of the product via pipelines or barges.

Gas Oil
Gas oil accounted for about 23% of Huntway's revenues during 1998 
and 28% during 1997.  This product is used either as a blending 
stock to make marine diesel fuel or bunker fuel or by other 
refiners as a feedstock for producing gasoline and diesel fuel.  
It is generally priced at a discount to wholesale gasoline and 
diesel fuel prices. 

Kerosene Distillate and Naphtha
Kerosene distillate is primarily sold to customers to be used as 
a refinery feedstock and is generally priced at a discount to 
wholesale diesel fuel prices.

Huntway also produces a gasoline range naphtha, which is sold to 
other refiners for further processing into finished gasoline 
products.  It is generally priced at a discount to wholesale 
gasoline prices.  Sales of kerosene distillate and naphtha each 
accounted for approximately 8% of revenues in 1998 and accounted 
for approximately 11% and 10% of revenues in 1997, respectively.

Bunker Fuel Blend Stock
This product is blended with lower viscosity blend stock to make 
finished marine fuels used by oceangoing ships and barges, and is 
sold primarily to ship bunkering companies. Bunker fuel sales 
were insignificant in 1998 and 1997.
	
Major Customers

Ultramar Diamond Shamrock and Mobil Corporation accounted for 17% 
and 11% of revenues, respectively, in 1998. In 1997, Ultramar 
Diamond Shamrock accounted for 25% of revenues.  Chevron, Inc. 
accounted for 15% in 1996. In the event that one or more 
customers significantly reduces the level of their purchases from 
Huntway, Huntway's management believes that it could find 
alternative purchasers for the affected output and that such 
reduction would not have a material adverse effect upon Huntways 
financial condition, results of operations or cash flow.


Factors Affecting Demand for Liquid Asphalt
General
Demand for liquid paving asphalt products is primarily affected 
by federal, state and local highway spending, as well as the 
general state of the California economy, which drives commercial 
construction.  Another factor is weather, as asphalt paving 
projects are usually shut down in cold, wet weather conditions.  
All of these demand factors are beyond the control of the 
Company. Government highway spending provides a source of demand 
which is relatively unaffected by normal business cycles but is 
dependent on appropriations. During 1998, approximately 75% of 
liquid asphalt sales were ultimately funded by the public sector. 

Historically, approximately 70% of Huntway's liquid asphalt sales 
have been made to purchasers whose business is directly tied to 
these various governmental expenditures.  Over the long term, 
demand for liquid asphalt will also tend to be influenced by 
changes in population, the level of commercial construction, and 
housing activity.

The California economy continued to improve in 1998, fueled by 
growth in foreign trade as well as growth in high technology, 
tourism and entertainment. This growth in business activity 
resulted in increases in road construction and repair activity in 
both the private and public sectors.  Further expansion is being 
forecast for California in 1999, as growth rates as measured by 
growth in jobs, personal income, consumer spending and 
construction are expected to exceed national averages. Growth in 
the California economy generally bodes well for the Company, as 
increased business activity results in increased construction 
activity, including increased new road construction and increased 
repair efforts on existing roads in both the public and private 
sectors.  In 1995 and 1996, public funding was diverted to 
freeway and bridge repair resulting from the January 1994 
Northridge earthquake.  Private asphalt demand rebounded slightly 
in 1997 and continued to improve in 1998 due to the improvement 
in the California economy, although it was curtailed through the 
first five months of 1998 due to heavy El Nino-related rainfall.

Government Funding

General  

With the closure of the Sunbelt refinery in 1993, Huntway's two 
remaining refineries are in California.  Therefore the following 
discussion focuses on government highway funds available in 
California.

Federal Funding
Federal funding of highway projects is accomplished through the 
Federal Aid Highway Program.  The Federal Aid Highway Program is 
a federally-assisted, state-administered program that distributes 
federal funds to the states to construct and improve urban and 
rural highway systems.  The program is administered by the 
Federal Highway Administration (FHWA), an agency of the 
Department of Transportation.  Nearly all federal highway funds 
are derived from gasoline user taxes assessed at the pump.

In June 1998, Congress passed the $217 billion federal highway 
bill, officially known as the Transportation Equity Act for the 
21st Century, or TEA-21. The bill is estimated to increase 
transportation-related expenditures by $800 million a year in 
California alone over a six year period anticipated to begin in 
1999.  This will equate to a 45 percent increase over existing 
funding levels.  It is anticipated that approximately $400 
million of this annual increase will relate to road construction 
and repair activities.  Historically, 65 percent of federal 
gasoline taxes raised in California were returned to the state; 
now that figure will be 91 percent.

State and Local Funding
In addition to federal funding for highway projects, states 
individually fund transportation improvements with the proceeds 
of a variety of gasoline and other taxes.  In California, the 
California Department of Transportation (CALTRANS) administers 
state expenditures for highway projects.

In November 1998, the California electorate passed Proposition 2.  
Proposition 2 protects the State transportation fund by requiring 
that any funds borrowed from the California State Transportation 
Fund be repaid with interest within one year except in the case 
of a fiscal emergency.  In that case funds must be repaid within 
three years with interest.  Such emergencies are infrequent and 
have occurred only twice in California since 1900.

On March 26, 1996, the California electorate approved Proposition 
192, the Seismic Retrofit Bond Act of 1996.  This bond measure 
raised $2 billion to finance a seismic retrofit program for state 
bridges, highway overpasses and interchanges and has had the 
indirect effect of increasing expenditures for conventional road 
repair and construction over that which would have been spent had 
Proposition 192 not been approved.

Local governmental units (such as cities, counties and townships) 
provide additional funding for road and highway projects through 
various taxes and bond issues.

Crude Oil Supply

Huntway's California refineries require approximately 15,000 bpd 
of crude oil when operating at their full capacities.  According 
to the 1998 Refining Survey published by the Oil & Gas Journal, 
total refinery crude oil processing capacity in California is 
approximately 1.95 million bpd and refinery capacity for the 
Western United States, excluding Hawaii, is 2.57 million bpd.  
Management believes that these refineries generally run at an 
average of 90% of their capacity.  

California refineries are supplied primarily by onshore and 
offshore California production and by crude oil transported from 
Alaska with some imports from South America, Mexico, the Far East 
and Persian Gulf.  Current production of crude oil in California 
and Alaska alone totals approximately 2.5 million bpd. 

Huntway's California refineries are located near substantial 
crude oil reserves.  A significant portion of this crude oil is 
heavy, high sulfur crude oil, which is well suited for liquid 
asphalt production due to the higher percentage yield of liquid 
asphalt per barrel.  Nearly all of Huntways crude oil supply is 
delivered to its refineries by pipeline.

The Arizona refinery is located adjacent to the All-American 
Pipeline, a common carrier pipeline which transports crude oil 
from California to Texas. 

Huntway coordinates its purchases of crude oil to meet the supply 
needs of its refineries.  Huntway purchases a substantial portion 
of its crude oil requirements under contracts with a variety of 
crude oil producers for terms typically varying from 30 days to 
90 days.   In addition, Huntway supplements its contract 
purchases with purchases of crude oil on the spot market.

Competition

The markets for refined petroleum products are highly competitive 
and pricing is a primary competitive factor.  With respect to 
liquid asphalt, Huntway's management believes that Huntway's 
reputation for consistently high product quality, its ability to 
provide high levels of service and its long-standing 
relationships with its major customers are important to its 
continued success.

Huntway's five-state market area is served by numerous 
refineries, including refineries operated by major integrated oil 
companies and by other independent refiners.  All of Huntways 
primary competitors are located in California.  Many have larger 
refining capacity and greater financial resources than does 
Huntway.  Huntway's management believes that in 1998 Shell Oil 
Company accounted for a majority of the volume of liquid asphalt 
sales in the Northern Market and that Huntway accounted for 20% 
to 25% of liquid asphalt sales in this market area.  The 
remaining 10% to 20% estimated market share is apportioned 
amongst several other competitors located outside of the Northern 
California area. Huntway's management believes that Paramount 
Petroleum Company accounted for approximately 50% of the liquid 
asphalt sales in the Southern Market, that Huntway accounted for 
approximately 15% of such sales and that the remaining 30% to 35% 
was apportioned among several other competitors.

Employees

Huntway currently has 75 full-time and 10 part-time employees.  
None of Huntway's employees is represented by a union, and 
management believes that labor relations are excellent.

Environmental Matters

Huntway's refinery activities involve the transportation, 
storage, handling and processing of crude oil and petroleum 
products which contain substances regulated under various federal 
and state environmental laws and regulations. Huntway is also 
subject to federal, state and local laws and regulations relating 
to air emissions and disposal of wastewater and hazardous waste, 
as well as other environmental laws and regulations, including 
those governing the handling, treatment, release and cleanup of 
hazardous materials and wastes.

Huntway has from time to time expended significant resources, 
both financial and management, to comply with environmental 
regulations and permitting requirements and anticipates that it 
will continue to be required to expend financial and management 
resources for this purpose in the future.  Stringent 
environmental regulations have been adopted which require most 
refiners in Huntway's market area to expend substantial sums of 
money in order to comply.  While these regulations principally 
impact refiners that produce motor vehicle fuels, which Huntway 
does not produce, in 1998 the Company expended approximately 
$2,500,000 on projects primarily relating to environmental 
regulations, the largest of which was the completion in 1998 of a 
waste water treatment facility at the Wilmington refinery.  
Compliance with such regulations and requirements has not had a 
material adverse effect on the assets, financial position or 
results of operations of Huntway.  In each of 1998 and 1997, the 
Company spent less than $5,000 on environmentally-related 
remediation expenditures.  However, Huntways environmentally-
related remediation expenditures in 1996 totaled approximately 
$150,000, primarily related to expenditures made to remove 20 
drums improperly buried at the Wilmington refinery site prior to 
its construction. Of the $150,000 expenditure, approximately 
$80,000 was recovered from the former owners and operators of the 
site, as well as entities involved in the construction of the 
refinery.


Item 2.  Properties 

Wilmington Refinery

The Wilmington refinery and its related facilities are located on 
a seven-acre site under a lease expiring on December 31, 2003.  
This ground lease covers three contiguous parcels: (a) land owned 
by and leased directly from Industrial Asphalt, on which 
Huntway's tank farm is located; (b) land owned by the Southern 
Pacific Railroad leased to Industrial Asphalt for a term ending 
June 1, 2032, on which the processing facility is located; and 
(c) two strip parcels bordering the facility owned by Southern 
Pacific and leased to Industrial Asphalt under a lease cancelable 
upon 30 days notice, which are used for access to the refinery.  
In addition, the ground lease grants Huntway a non-exclusive 
license in Industrial Asphalt's rights of access to the 
properties under an agreement with Southern Pacific.  The Company 
has the right to (i) purchase from Industrial Asphalt an 
undivided interest in the land under the tank farm at fair market 
value and (ii) assume the two Southern Pacific leases from 
Industrial Asphalt.  Wilmington has storage 103,000 gross barrels 
of crude oil on site.  Huntway also owns refined product tankage 
for storage of liquid asphalt and other refined products, which 
management believes is adequate for its needs.

Benicia Refinery

The Benicia refinery is located adjacent to the Carquinez Strait, 
near San Francisco Bay.  The refinery and related facilities are 
located on nineteen acres of land owned by Huntway.  Crude oil 
tankage at Benicia totals 214,000 gross barrels, while refined 
product tankage for storage of liquid asphalt and light oils 
totals 334,000 gross barrels.  To enhance Benicia's ability to 
receive crude oil by water and to ship finished products by ship 
and barge, Huntway leases dock and loading facilities for a term 
expiring February 2031.  The dock facilities are connected to the 
refinery by two two-mile pipelines.

The Company has committed to expand the production and storage 
capacity of the Benicia refinery in the first half of 1999.  This 
project, which is budgeted at $5,600,000, will expand production 
capacity to approximately 13,000 barrels per day and expand 
product storage capacity to approximately 408,000 gross barrels.  
However, operating permits limit production to a maximum of 
18,000 barrels in any one day and to an annual average of 10,000 
barrels per day.  

Huntway has seen an increase in the demand for SHRP-grade 
performance-based asphalt products in recent years by both the 
public and private sectors.  This increased demand for better 
performing, more durable paving, roofing and other specialty 
products has caused Huntway to expand its production capabilities 
in this area.  As a result, in 1997, approximately $2,500,000 was 
invested to expand the modified plant and to allow the Company to 
utilize low-cost recycled modifiers.  This facilitys larger 
production and storage capacity has improved the economics of 
production and allows for the production of a higher quality 
product for the Companys customers.

Arizona Refinery

The Arizona refinery and its related facilities are located on a 
thirty-seven acre parcel leased from the City of Mesa under a 
lease expiring on April 12, 2008 (with options to renew for up to 
an additional twenty years until 2028). The Arizona refinery has 
100,000 barrels of crude oil storage capacity, and 195,000 
barrels of storage capacity for liquid asphalt and other refined 
products.  The Arizona refinery was closed in 1993.

Item 3.  Legal Proceedings

In 1992, Huntway and its subsidiary, Sunbelt, were charged by the 
State of Arizona with violations of certain environmental 
regulations and provisions of the Arizona refinery's installation 
permit.  Sunbelt acknowledged that it had certain environmental 
compliance problems in the past, but believed that none of these 
resulted in any harm to public health or to the environment.  
While Huntway and Sunbelt consistently denied that any criminal 
activity occurred, the parties agreed on December 21, 1993 to 
settle both the civil and criminal charges.  As part of the 
settlement, Sunbelt agreed to pay a penalty of $700,000 over a 
period of seven years without interest and to undertake certain 
environmental improvements at the Arizona refinery.  Huntway has 
made payments against this obligation of $650,000, with the final 
payment of $50,000 due January 7, 2000.  The settlement, which 
consisted of a civil consent judgment and a plea agreement, was 
reviewed and approved by the court, the U.S. Attorney's Office 
and the U.S. Environmental Protection Agency.  Under the terms of 
the settlement, Huntway was released from any further liability 
for the alleged violations.  Huntway considers the matter closed.  
Huntway has instituted programs and procedures designed to ensure 
that it is operating in compliance with all environmental laws 
and regulations.

The Company is party to a number of additional lawsuits and other 
proceedings arising in the ordinary course of its business.  
While the results of such lawsuits and proceedings cannot be 
predicted with certainty, management does not expect that the 
ultimate liability, if any, will have a material adverse effect 
on the consolidated financial condition, results of operations or 
cash flow of the Company.

Item 4. Submission of Matters to a Vote of Security Holders

None 
	
PART II

Item 5.  Market for Registrants Common Equity and Related 
Stockholder Matters

Market

As of March 22, 1999 there were approximately 2,000 holders of 
record of the Companys shares.  The shares are traded on the New 
York Stock Exchange under the ticker symbol HWY.  The following 
table indicates the high and low sale prices as reported by the 
New York Stock Exchange for the periods indicated of the shares 
of Huntway Refining Company on or after June 1, 1998 and of the 
limited partner units of the Partnership prior to that date.  
<TABLE>
<CAPTION>
                                             Dividends
   1998    		 High		      Low		     Close		     Paid
<S>          <C>         <C>        <C>        <C>								
1st Quarter		2.7500	     1.6250	    1.8125	      --
2nd Quarter		2.1875	     1.4375	    1.6250	      --
3rd Quarter		1.9375	     1.2500	    1.3125	      --
4th Quarter		1.8125	     1.0000	    1.6875	      --
								
								                                     Dividends
   1997			    High		      Low		     Close		    Paid
								
1st Quarter		1.6250	     0.7500	    1.3750	      --
2nd Quarter		1.5000	     1.1250	    1.5000	      --
3rd Quarter		1.6250	     1.2500	    1.3750	      --
4th Quarter		3.2500	     1.2500    	2.6250     	 --
</TABLE>
				
Dividend Policy

The  Companys board of directors currently believes that 
earnings will create greater long-term value if reinvested to 
create growth.  The Company does not anticipate paying cash 
dividends on its common stock for the foreseeable future.

Further, under the Companys agreements with its principal 
lenders, cash dividends are prohibited until the payment in full 
on all obligations to its senior lenders.


Item 6.  Selected Financial Data 
(In thousands except diluted per share or unit data and per 
barrel data)

The following historical selected financial data as of and for 
each of the years in the five-year period ended December 31, 
1998, are derived from the financial statements of Huntway 
Refining Company and its predecessor, Huntway Partners, L.P., 
which have been audited by Deloitte & Touche LLP, independent 
auditors, which financial statements and reports thereon (except 
for 1994 and 1995 and as to the balance sheet, 1996) are included 
elsewhere herein.   All of the selected information should be 
read in conjunction with the financial statements and notes 
thereto.
<TABLE>
                   					Huntway  Refining Company			
						                       Year Ended					
						                       December 31,					
<CAPTION>
				                    1994		       1995		   1996   		   1997 	       1998
<S>                     <C>          <C>       <C>        <C>         <C>
OPERATING DATA										
Revenues		            $79,139     $83,069     $99,021     $96,715     $79,050 
Costs and Expenses										
 Material& 
 Processing
 Costs		               70,621      76,643      87,683      85,201      61,719 
Selling and 
 Administrative
 Expenses		             4,182 	     3,819       4,297 	     4,476 	     6,143 
Interest 
 Expense,net     	      4,984 	     5,177 	     4,916 	     3,492 	     3,368 
Plant Closure
 and Write Down	           -- 	     9,492(c)	      -- 	        --	         -- 
Depreciation 
 and 
 Amortization	          2,356 	     2,399 	     2,219 	     2,414 	     2,605 
Income(Loss)
 Before Income
 Taxes and										
 Extraordinary
 Items		               (3,004)    (14,461)	       (94)	     1,132	      5,215 
Provision for 
 Income Taxes(f)   	        - 	         - 	         - 	         -       2,071 
Income (Loss) 
 Before 
 Extraordinary
 Items		               (3,004)    (14,461)	       (94)	     1,132 	     3,144 
Extraordinary 
 Gain on 
 Refinancing		             --  	       --      58,668 	        -- 	        -- 
Related Costs 
 of Refinancing	 	         --          --      (2,180)	        -- 	        -- 
Net Income(Loss)      $(3,004)   $(14,461)    $56,394      $1,132 	     3,144 
Income (Loss) 
 Per Diluted
 Share or Unit					
 From Operations(a)    $(0.26)     $(1.24)     $(0.01)	     $0.04 	     $0.15 
Income Per 
 Diluted Share 
 or Unit from 										
 Extraordinary 
 Gain and 
 Related Costs		           --  	       --        4.37 	        --          --  
Net Income(Loss)
 Per Diluted 
 Share or Unit(a)     $(0.26)	     $(1.24)	      4.36 	     $0.04 	     $0.15 
										
Barrels Sold	          4,584 	      4,400 	     4,566       4,547       4,565 
Revenues Per 
 Barrel		             $17.26 	     $18.88      $21.69      $21.27      $17.32 
										
BALANCE SHEET DATA										
Working 
 Capital(b)	          $2,725 	   $(91,796)     $5,798(d)   $8,375     $11,939 
Total Assets(b)       85,796       74,393      75,891      80,243      81,644 
Long-term 
 Obligations	         91,312 		       350      28,174(d)   36,668      36,110 
Total Capital
 (Deficiency)(e)     (16,053)	    (30,514)     39,041(d)   33,779      37,590 

a)11,673 Limited Partner Equivalent Units were outstanding in 
  1994 and 1995, an average of  12,871 Limited Partner Equivalent 
  Units were outstanding in 1996 and   an average of 
  23,787 Limited Partner Equivalent Units were outstanding in 
  1997.  Average outstanding common shares in 1998 were 14,806.
b)After the cumulative LIFO reserve of  $1,203, $1,170, $2,192, 
  $1,028 and $0 at December 31, 1994, 1995, 1996, 1997 and 1998, 
  respectively.
c)Write down of Sunbelt refinery assets to reflect expected 
  operation as a crude or product terminal in the future rather 
  than as a petroleum refinery.
d)Reflects impact of 1996 Restructuring decreasing debt and 
  accrued interest by $71,748 as measured at November 30, 1996 
  (see Managements Discussion and Analysis).
e) No distributions have been paid since 1990.
f) Prior to June 1, 1998 Huntway operated as a partnership and 
   taxable income or loss was passed through to its partners.  
   Accordingly, no provision for income taxes was made.  Had the 
   operations of Huntway been carried on under corporate form as 
   of the beginning of each of the years presented, net income 
   before extraordinary items would have been $(3,004), $(14,461), 
   $(94), $679 and $3,129 in 1994, 1995, 1996, 1997 and 1998, 
   respectively. 
</TABLE>

Item 7.   Management's Discussion and Analysis of Financial 
Condition and Results of Operations

Throughout the following discussion, the business operated by 
Huntway Refining Company is referred to as Huntway and all per 
share data is diluted per share data.  On June 1, 1998, Huntway 
merged the partnership, Huntway Partners L.P., into a newly 
formed corporation, Huntway Refining Company, effectively 
converting the business to corporate status.

The following should be read in conjunction with the foregoing 
Selected Financial Data and the historical financial statements 
and notes included elsewhere in this report.

This Annual Report on Form 10-K contains forward-looking 
statements, as defined in the Private Securities Litigation 
Reform Act of 1995, that involve a number of risks and 
uncertainties.  The words believes, expects, estimates, will be 
and similar words or expressions, identify such forward looking 
statements.  These risks and uncertainties include the price of 
crude oil, demand for liquid asphalt and government and private 
funding for road construction and repair.  The Companys actual 
results may differ materially from these forward-looking 
statements.

RESULTS OF OPERATIONS

Huntway is principally engaged in the processing and sale of 
liquid asphalt products, as well as the production of other 
refined petroleum products such as gas oil, naphtha, kerosene 
distillate and bunker fuel.

Huntways ability to generate income depends principally upon the 
margins between the prices for its refined petroleum products and 
the cost of crude oil, as well as upon demand for liquid asphalt, 
which affects both price and sales volume.

Historically, refined petroleum product prices (including prices 
for liquid asphalt, although to a lesser degree than for 
Huntways other refined petroleum products) generally fluctuate 
with crude oil price levels.  There has not been a relationship 
between total revenues and income due to the volatile commodity 
character of crude oil prices.  As a result, management believes 
that increases or decreases in revenues is not a meaningful basis 
for comparing historical results of operations.  

Management believes earnings before interest, depreciation and 
amortization and income taxes provides the most meaningful basis 
for comparing the historical results of operations discussed 
below.  Earnings before interest, depreciation and amortization 
and income taxes is not a measurement criterion under generally 
accepted accounting principles and should not be viewed as 
superior to or in isolation from net income.

1998 COMPARED TO 1997

In 1998, Huntway reported net income of $3,144,000 ($.15 per 
diluted share) versus net income of $1,132,000 ($.04 per diluted 
share) in 1997.  Net income in 1998 was net of a $2,071,000 
income tax provision as Huntway converted to corporate form 
effective June 1, 1998.  No income tax provision was recorded in 
the prior year because Huntway was operating as a partnership.  
Pre-tax income increased to $5,215,000 in 1998 from $1,132,000 in 
1997.  This 360 percent improvement in pre-tax income of 
$4,083,000 between years was primarily caused by increased 
asphalt gross profit.

Earnings before interest, depreciation and amortization and 
income taxes increased to $11,188,000 versus $7,038,000 in 1997.  

Revenues declined to $79,050,000 in 1998 from $96,715,000 in 1997 
while total barrels sold increased slightly to 4,565,000 barrels 
in 1998 from 4,547,000 barrels in 1997.  The decline in revenues 
between periods of $17,665,000 or 18% was caused by lower average 
product prices, which moved down with lower crude oil costs.  
Average per barrel product selling prices declined from $21.27 in 
1997 to $17.32 in 1998, a decline of $3.95 or 19%.  Average per 
barrel product prices did not decline to the same degree as the 
decline in average per barrel crude oil prices due to fairly 
stable asphalt selling prices between periods, partially 
offsetting the decline in light end selling prices that declined 
commensurate with the fall in crude oil costs.

Average asphalt selling prices declined only slightly (5%) 
between years despite the decline in average per barrel crude oil 
costs.  This was caused by stronger asphalt demand due to 
improved public and private construction activity in California 
in 1998 as well as increased sales of higher margin specialty 
asphalt products.  The combination of fairly stable asphalt 
pricing and significantly lower crude oil costs caused asphalt 
per barrel margins and total asphalt gross profit to increase 
between years.

The improved California economy caused private construction to 
increase in 1998.  In addition, public expenditures for road 
construction and repair intensified in the second half of 1998 
due to increased emphasis on road construction and repair by 
CALTRANS.  In addition, the effect of heavy first half-1998 El 
Nino-related rainfall compressed the asphalt season and caused 
even greater necessity for road repairs in the second half of 
1998.  CALTRANS is also increasingly specifying more higher 
margin specialized asphalt products in its projects as these 
products last longer and perform better than conventional paving 
asphalts.  In recent years a substantial amount of public 
transportation dollars (financed by CALTRANS) were diverted to 
complete earthquake-related bridge retrofit work.  This work was 
substantially completed by 1998 and, accordingly, this resulted 
in increased public road repair and construction expenditures in 
the current year.

Light end margins, on the other hand, continued to decline in 
1998 versus 1997 as they had in 1997 versus 1996.  The lack of 
any major refinery problems in 1998 and the impact of less 
expensive crude oil caused an oversupply of finished gasoline and 
diesel products in California.  Relatively inexpensive crude oil 
costs caused refiners to run incremental barrels despite lower 
per barrel refining margins.  The resultant oversupply of these 
finished fuels reduced prices for Huntways unfinished light end 
products as these products are priced off of finished gasoline 
and diesel prices.

Huntways average per barrel crude oil costs declined 34% in 
1998.  Huntways lower per barrel crude oil costs reflect lower 
average California crude oil posted prices in 1998 versus 1997 
partially offset by Huntways mix of crude oil and its crude 
hedging costs.  California average crude oil postings decreased 
between years as a result of lower world crude oil prices.  These 
costs declined in response to reduced world demand for crude oil 
due to lower Asian demand as a result of economic problems in 
that area of the world and overproduction (relative to demand) by 
oil producing nations.  As a result, world oil inventories 
increased in 1998.  This fact and the perception that the supply 
of crude oil will continue to exceed demand in the near future 
caused world oil prices to collapse in 1998.

Cash processing costs generally include production wages and 
benefits, utility costs, repairs and maintenance, insurance, 
property taxes and environmental compliance costs.  Such costs 
increased on an aggregate and on a per barrel basis in 1998.  
This increase reflects higher labor and benefits and higher 
heating costs due to increased natural gas prices as well as 
increased repair and maintenance expenditures.  Other increases 
were due to higher environmental compliance costs.  

The following table sets forth the effects of changes in price 
and volume on sales and materials (mostly crude) and processing 
costs for the year ended December 31, 1998 as compared to the 
year ended December 31, 1997:

<TABLE>
<CAPTION>
					
                         Materials &    		Net		          Barrels
			             Sales		  Processing		    Margin	         Sold
<S>             <C>        <C>            <C>            <C>											
Year Ended 
December 
31, 1997	   $96,715,000 	 $85,201,000    $11,514,000 	    4,547,000 
											
Effect of 
Changes in 
Price	 	    (18,048,000)	 (23,819,000)     5,771,000 	
Effect of 
Changes in 
Volume	         383,000 	     337,000 	       46,000 	       18,000 
											
Year Ended 
December 31, 
1998		      $79,050,000 	 $61,719,000    $17,331,000 	    4,565,000 
</TABLE>

Net margin increased 51% in 1998 due to the decline in crude oil 
costs exceeding the decline in average product prices.  This 
favorable impact on margins reflects improved asphalt margins 
more than offsetting lower light end margins.  On a per barrel 
basis, net margin was $3.80 in 1998 versus $2.53 in 1997.

On a per barrel basis, sales averaged $17.32 in 1998 versus 
$21.27 in 1997, or a decline of 19%.  Material and processing 
costs averaged $13.52 in 1998 versus $18.74 in 1997, or a decline 
of 28%.  This decline reflects lower average per barrel crude oil 
costs between years.

Selling, general and administrative expenses increased 37% to 
$6,143,000 in 1998 from $4,476,000 in 1997.  The $1,667,000 
increase was primarily due to higher incentive plan accruals, 
higher wage and salary costs, and higher professional fee 
expenses.  Professional fee expenses increased due to costs 
incurred in converting to corporate form effective June 1, 1998.  
Incentive plan accruals increased due to increased levels of 
profitability.  Wage and salary costs increased due to the 
addition of a new refinery manager at the Benicia refinery and 
normal wage increases.

Net interest expense declined between years by $124,000 due to 
higher levels of interest income.  Depreciation and amortization 
increased $191,000 between years due to the accounting for 
employee stock options issued in January 1998.

Effective with the conversion to corporate form on June 1, 1998, 
the operations of Huntway became subject to corporate Federal and 
state taxes on income and a provision for income taxes of 
$2,071,000 was provided for the results of operations subsequent 
to that date.  No such provision was made prior to that date as 
the taxable income or loss of the Partnership was passed on to 
its partners. 

1997 COMPARED TO 1996

In 1997, Huntway reported net income of $1,132,000, or $.04 per 
unit, versus net income of $56,394,000 or $4.36 per unit in 1996.  
Prior year net income included a $58,668,000 extraordinary gain, 
or $4.54 per unit, partially offset by transaction costs of 
$2,180,000, or $.17 per unit.

Absent the impact of the extraordinary gain net of associated 
transaction costs, net income improved $1,226,000 between years 
from a loss of $94,000 in 1996 to net income of $1,132,000 in 
1997.  The improvement in net results reflects lower interest 
expense between periods of $1,424,000 partially offset by higher 
depreciation and amortization between years of $195,000.

Net interest expense declined between years due to lower average 
debt levels.  On December 30, 1996, Huntways prepackaged plan of 
reorganization was consummated by the U.S. Bankruptcy Court.  As 
a result, total debt and accrued interest declined $71,748,000 to 
$27,924,000 from $99,672,000 as measured at November 30, 1996.  
Average debt levels in 1997 were $29,597,000 versus $80,515,000 
in 1996.

On October 31, 1997 the Partnership issued $21,750,000 in 9.25 % 
Senior Subordinated Secured Convertible Debt due 2007, retired 
$11,707,000 in 12% senior debt, and redeemed 10,758,696 units or 
42% of its total units outstanding.  The transaction also reduced 
the effective interest rate on the Partnerships $8,600,000 
Industrial Development Bond from 12% to approximately 6% and 
provided the Partnership with $2,500,000 in additional working 
capital.  As a result of this transaction, the Partnerships debt 
increased from $27,924,000 to $37,967,000 effective October 31, 
1997.  Net interest expense however remained essentially 
unchanged due to the lower net interest rate on the new 
convertible debt and the buydown of the approximate 6% interest 
spread on the Industrial Development Bond.

Depreciation and amortization increased $195,000 between years.  
This increase was due to $268,000 in amortization of deferred 
compensation in 1997 relating to the accounting for employee 
stock options issued in December 1996.

Earnings before interest and depreciation and amortization were 
$7,038,000 in 1997 versus $7,041,000 in 1996.  The decrease in 
revenues between years to $96,715,000 in 1997 from $99,021,000 in 
1996 was primarily the result of lower crude oil costs.

Between years, asphalt gross profit increased in aggregate and on 
a per barrel basis due to the effect of the decline in crude oil 
costs coupled with slightly higher asphalt selling prices due to 
increased demand.  The expanding California economy increased 
demand for asphalt in the private sector.  Demand for asphalt by 
the public sector was flat between years despite the improving 
California economy as some public expenditures were diverted to 
complete earthquake bridge and freeway overpass retrofit 
projects.  These projects primarily require steel and concrete 
and use very little asphalt.

Light-end margins conversely declined in 1997 versus 1996 as no 
major refinery problems occurred in 1997 causing the supply of 
finished (Phase II) gasoline CARB (California Air Resources 
Board) diesel products in California to exceed prior year levels.  
This caused downward pressure on the prices for Huntways 
unfinished light-end products such as gas oil, kerosene 
distillate and naphtha.  These products are priced off of 
finished diesel and gasoline prices.  Huntway's light-end product 
prices also declined due to the decline in crude oil costs.

Crude oil costs on a per barrel basis declined 4% in 1997.  The 
decline in Huntways crude oil costs reflects overall lower crude 
costs on world markets.  The effect of Iraq selling crude oil for 
humanitarian purposes throughout all of 1997 versus only the 
fourth quarter of 1996, production by OPEC members above stated 
quotas, weaker Asian demand due to economic problems in that area 
of the world and the effect of comparatively warmer weather in 
1997 than 1996 in the eastern United States and Western Europe 
reducing heating oil demand caused downward pressure on world oil 
prices.  Crude oil prices began to decline in the fourth quarter 
of 1996 and continued to reflect a relatively declining trend 
throughout 1997.

California average crude oil postings decreased 5% in 1997 versus 
1996.  This decline reflected the weakness in world oil prices.  
Moreover, in 1997 California oil refineries did not experience 
the operating difficulties that arose in 1996 (particularly in 
the first half of 1996) as in the first half of 1996 these 
refineries experienced production problems as they began to 
produce large quantities of the new cleaner fuels (Phase II 
gasoline and CARB diesel).  As a result Huntways light-end 
margins in 1997 declined versus 1996 due to higher finished fuel 
inventories commensurate with increased production by major 
California refineries.

Cash processing costs in 1997, which include utility costs, 
operating salaries, wages and benefits, repair and maintenance 
costs, property taxes and environmental compliance costs, were 
comparable to 1996 on an aggregate and per-barrel basis.

The following table sets forth the effects of changes in price 
and volume on sales and materials (mostly crude) and processing 
costs for the year ended December 31, 1997 as compared to the 
year ended December 31, 1996:
<TABLE>
<CAPTION>

                   					  Materials &		      Net			          Barrels
			              Sales		  Processing		     Margin		          Sold
<S>               <C>       <C>            <C>              <C>											
Year Ended 
December 31, 
1996		        $99,021,000 	$87,683,000 	 $11,338,000 	      4,566,000 
											
Effect of 
Changes 
in Price	      (1,894,000)	 (2,117,000)	     223,000 		
Effect of 
Changes in 
Volume	          (412,000)	   (365,000)	     (47,000)	       (19,000)
											
Year Ended 
December 31, 
1997		        $96,715,000 	$85,201,000 	 $11,514,000 	     4,547,000 
</TABLE>
											
Net margin increased a modest 2% in 1997 as the decline in 
material and processing costs due to falling crude prices 
contributed to lower sales prices.  The slight increase in net 
margins reflects higher asphalt margins offsetting lower light-
end margins.  On a per barrel basis net margin per barrel was 
$2.53 a barrel in 1997 versus $2.48 in 1996.

On a per-barrel basis, sales averaged $21.27 in 1997 versus 
$21.69 in 1996.  Material and processing costs averaged $18.74 in 
1997 versus $19.20 in the prior year.  The decline of 2% reflects 
lower average crude prices between years.

Selling, general and administrative expenses increased 4% to 
$4,476,000 in 1997 from $4,297,000 in 1996.  The $179,000 
increase primarily reflects higher salary and wage expense and 
higher travel expense due to increased promotion and marketing 
efforts.

OUTLOOK AND FACTORS THAT AFFECT FUTURE RESULTS

A number of uncertainties exist that may affect Huntways future 
operations including the possibility of increases in crude oil 
costs that Huntway may be unable to pass on to customers in the 
form of higher prices.  Crude oil costs could rise to such an 
extent that Huntway may not have sufficient letter of credit 
availability to purchase all the crude oil it needs to sustain 
operations to capacity, especially during the summer season.  If 
this occurred, Huntway may be forced to prepay for crude oil or 
curtail refining operations, either of which could adversely 
impact results of operations.  The Companys primary product is 
liquid asphalt. Some of Huntways competitors produce liquid 
asphalt as a by-product and are of greater size and have larger 
financial resources than the Company.  Accordingly, the Company 
has in the past, and may in the future, have difficulty raising 
prices in the face of increasing crude oil costs.  To some of 
Huntways competitors, the margins they receive on asphalt are 
not as important to their operations as asphalt margins are to 
Huntway.

Another potential risk factor concerns the demand for the 
Companys light-end products.  These products, which include 
naphtha, kerosene distillate and gas oil, are manufactured as 
part of the refining process to produce liquid asphalt.  These 
light-end products are usually sold to larger refiners as feed 
stocks for their operations and are priced at a discount to 
finished gasoline and diesel prices.  If demand for Huntways 
light-end products were to decline it would create downward 
pressure on the Companys light-end margins or potentially stop 
operations if light-end inventory could not be sold.  In 
addition, regulatory pressures of an environmental nature could 
negatively impact the demand for finished fuels in California, 
which, in turn, would reduce demand for Huntways light-end 
products.  While historically the Company has had little 
difficulty in moving its light-end production at profitable 
margins, the potential exists that this demand could be reduced 
through factors beyond the Companys control.

To mitigate fluctuations in crude oil prices, Huntway has 
negotiated hedge arrangements with independent producers of 
California crude oil.  Huntways net cost of crude oil increased 
in 1998 as a result of the hedge (due to falling crude oil 
prices).  The Companys net cost of crude oil was reduced in 1997 
and 1996 from what it might otherwise have been as a result of 
these hedge arrangements.

The January 1994 Northridge earthquake destroyed a major pipeline 
bringing crude oil into Southern California.  Both of Huntways 
California refineries are vulnerable to disruption in operations 
and reduced operating results due to the possibility of 
additional earthquakes in California.  For example, the 1994 
Northridge earthquake destroyed or severely damaged many bridges, 
overpasses and freeways in Southern California.  The work to 
repair this damage was substantially completed by early 1998 but 
required primarily concrete and steel and comparatively little 
liquid asphalt.  Future earthquakes could temporarily reduce 
asphalt demand if substantial damage were sustained by concrete 
road structures.

Demand for liquid paving asphalt products is primarily affected 
by federal, state and local highway spending, commercial 
construction and the level of housing starts, all of which are 
beyond the control of the Company.  Government highway spending 
provides a source of demand which is relatively unaffected by 
normal business cycles but is dependent upon appropriations. 
Historically, approximately 70% of Huntways liquid asphalt sales 
have been made to purchasers whose business is directly tied to 
these various governmental expenditures.  Over the long-term, the 
demand for liquid asphalt will also tend to be influenced by 
changes in population, the level of commercial construction, and 
housing activity.

Federal funding of highway projects is accomplished through the 
Federal Aid Highway Program.  The Federal Aid Highway Program is 
a Federally assisted, state administered program that distributes 
federal funds to the states to construct and improve urban and 
rural highway systems.  Substantially all federal highway funds 
are derived from gasoline user taxes assessed at the pump.  In 
addition to federal funding for highway projects, states 
individually fund transportation improvements with the proceeds 
of a variety of gasoline and other taxes.  In California, 
CALTRANS administers state expenditures for highway projects.

In June 1998 Congress passed the $217 billion federal highway 
bill, officially known as the Transportation Equity Act for the 
21st Century, or TEA-21.  The bill is estimated to increase 
transportation related expenditures by $800 million a year in 
California alone over a six year period anticipated to begin in 
1999.  This will equate to a 45 percent increase over existing 
funding levels.  It is anticipated that approximately $400 
million of this annual increase will relate to road construction 
and repair activities.  Historically 65 percent of federal 
gasoline taxes raised in California were returned to the state, 
now that figure will be 91 percent.

In addition, in November 1998 the California electorate passed 
Proposition 2.  Proposition 2 protects the State transportation 
fund by requiring that any funds borrowed from the California 
State Transportation Fund be repaid with interest within one year 
except in the case of a fiscal emergency.  In that case funds 
must be repaid within three years with interest.  Such 
emergencies are infrequent and have occurred only twice in the 
20th century in California.

Both the 1998 Federal highway bill and California Proposition 2 
bode well for road construction and repair funding in California 
into the foreseeable future.

Demographic studies suggest continued rapid growth in the 
population of California.  For example, recent studies suggest 
Californias population will increase to approximately 50 million 
people by 2020 up from approximately 33 million today.  This 
population growth should translate into increased private and 
public transportation expenditures including road construction 
and repair.

By early 1998 the majority of the earthquake bridge retrofit work 
was completed.  This work was designed to strengthen many of the 
bridges and overpasses in the state in advance of the next 
earthquake, the timing of which is unknown.  As expected, 
CALTRANS expenditures on road construction and repair did 
increase in 1998 versus 1997.  However, expenditures were delayed 
for the first half of 1998 due to the heavy El Nino-related 
rainfall.

As discussed above, it appears that sufficient funding will be 
available at the state and Federal level to finance needed road 
construction and repair activities into the foreseeable future.  
Limiting factors that potentially could prevent these funds from 
being fully spent include the availability of necessary equipment 
and personnel in California to complete the work.

The strength of the California economy also influences demand for 
Huntways asphalt and light-end products.  The California economy 
began to recover in 1995 and has experienced continued growth 
through 1998.  This has stimulated private demand for Huntways 
asphalt products.  Private demand for asphalt, however, 
constitutes only approximately 25% of Huntways annual asphalt 
demand.  The Company believes private demand for asphalt will 
continue to expand for the next several years commensurate with 
the expected continued expansion of the California economy.  
Long-term, Huntway remains optimistic about the outlook for 
future growth in California, based on the level of existing 
expansion already underway and forecasts by several prominent 
economic studies.  This expected growth in the California economy 
should lead to continued growth in the demand for Huntways 
products.  There can be no assurance, however, that the 
California economy will continue to expand as it has since 1995 
or as forecasted by economic studies.

Generally, cold, wet weather is not conducive to asphalt road 
construction.  Accordingly, the Company almost always experiences 
a loss in the first quarter of the year.  Periods of unusually 
heavy rainfall such as occurred in the last quarter of 1997 and 
first five months of 1998 associated with the El Nino weather 
phenomenon also depress asphalt demand.  However, heavy rainfall 
does damage asphalt roads, increasing the backlog of needed road 
repairs.

Barriers to entry in the asphalt market are limited.  The 
sophistication level of the required facilities is low, 
indicating that existing refineries could enter the market if 
they chose to do so.  The capital needed to undertake asphalt 
manufacturing at an existing California refinery operation is 
small by refinery standards.  Permit issues for these existing 
refineries, while they exist, are not of such a nature that they 
are likely to be a significant deterrent to new entrants.  If a 
major existing California refinery operation decided to produce 
liquid asphalt with any meaningful volume, the supply/demand 
relationship for asphalt in California could be severely 
disrupted with a resultant decline in asphalt prices and margins.  
However, construction of new asphalt refineries is very unlikely 
due to the inability to obtain required permits.  Newly 
constructed refineries would have high barriers to entry due to 
environmental regulations and the limited size of the market.  

The Company is subject to federal, state and local laws, 
regulations and ordinances that govern activities or operations 
that might have adverse environmental effects, and that impose 
liability for the costs of cleaning up, and certain damages 
resulting from sites of past spills, disposals or other releases 
of hazardous substances.  Although management believes that the 
Companys operations procedures and safety precautions are 
enforced stringently, there can be no assurance that 
environmental problems will not occur in the future.

As a result of the factors described above, while the Company is 
generally optimistic regarding its future business prospects, the 
outlook is uncertain due to the nature of the business in which 
the Company operates.  For example crude oil costs represent a 
large percentage of the total annual cash costs of the Company 
(ranging from 65% to 80% of cash costs depending on the cost of 
crude oil).  The Company remains optimistic regarding growth in 
the sale of higher margin polymer based asphalt products.  As 
with conventional asphalt products, growth in the area of polymer 
sales is also dependent on funding availability that can rise and 
fall with the economic climate.  On an overall basis the impact 
of the 1998 Federal highway bill and the passage of Proposition 2 
in California in 1998 suggest public funding for road 
construction and repair should be sufficient to keep asphalt 
demand strong.  At the present time, private demand for asphalt 
also looks strong as the California economy continues to expand.  
This demand probably would decline however, with any downturn in 
the California economic environment.

Year 2000 Issue.  

The Year 2000 Issue is the result of computer programs being 
written using two digits rather than four to define the 
applicable year.  Any computer programs that have time-sensitive 
software may recognize a date using 00 as the year 1900 rather 
than the year 2000.  This could result in a system failure or 
miscalculations causing disruptions of operations, including, 
among other things, a temporary inability to process 
transactions, send invoices, or engage in similar normal business 
activities.

Management has determined that the year 2000 issue will not pose 
significant operational problems for either its computer systems 
(IT systems) or its process controls (Non-IT systems), and 
believes any remediation costs are not material. Any such 
remediation costs will be charged to operations as incurred.  The 
Companys process controls are not computerized and do not rely 
upon time/date sensitive control equipment.  The Companys 
accounting and billing systems are computerized and are sensitive 
to the year 2000 issue.  However, these applications are being 
replaced and the new applications should be in place by July, 
1999.  In the event that these applications are not in place by 
the year 2000 the Company believes that it has sufficient manual 
backup systems that could be used to prevent any material 
disruption of its operations.  

The Company has initiated formal communications with its 
significant suppliers and customers to determine the extent to 
which the Company's interface systems are vulnerable to those 
third parties failure to remediate their own Year 2000 Issue.  
However, the Company does not utilize any electronic data 
interchange directly with its customers and believes its exposure 
is limited to systems associated with the Federal Wire system, 
common carrier pipelines and utilities.  While there can be no 
guarantee that the systems of other companies on which the 
Company relies will be timely converted and would not have an 
adverse effect on its operations, management does not currently 
anticipate significant problems with these systems and has not 
yet done any contingency planning pending the results of its 
communications with its suppliers and customers.  However, should 
the Company be denied access to crude supplies, natural gas or 
other vital materials and services due to the failure of its 
suppliers' delivery systems due to year 2000 compliance problems, 
it could be forced to either curtail operations or shut down 
until such materials can again be delivered.  Additionally, 
should its customers be unable to make payments for their 
purchases, the Company could be faced with a liquidity shortfall. 

CAPITAL RESOURCES AND LIQUIDITY

The Companys cash requirements and liquidity positions are 
affected by various factors including the selling prices for its 
refined products (liquid asphalt and light-end products) and the 
price of crude oil.  The selling prices for asphalt products are 
influenced by the price of crude oil and by local market supply 
and demand factors for asphalt including public and private 
demand for road construction and improvements.  The selling 
prices for Huntways light end products (naphtha, kerosene 
distillate and gas oil) are also strongly impacted by the price 
of crude oil and by supply and demand factors for finished 
gasoline and diesel products in California.  Fluctuations in the 
cost of crude oil are impacted by a myriad of market factors, 
both foreign and domestic.  In addition, capital expenditure 
requirements, including costs to maintain compliance with 
environmental regulations as well as debt service requirements, 
impact the Companys cash needs.

Net income increased to $3,144,000 in 1998 from $1,132,000 in 
1997.  Results in 1998 were net of a $2,071,000 provision for 
income taxes as the Company converted to corporate form effective 
June 1, 1998.  Prior to June 1, 1998 Huntway operated as a 
partnership.  No income tax provision was recorded in 1997.

Earnings before interest, depreciation and amortization and taxes 
on income increased $4,150,000 to $11,188,000 in 1998 from 
$7,038,000 in 1997.  Pretax income increased to $5,215,000 in 
1998 from $1,132,000 in 1997, or an increase of $4,083,000.  This 
sharp rise in pre-tax profits reflects significantly higher 
asphalt gross profit partially offset by lower light-end gross 
profit and higher selling, general and administrative expenses.

Asphalt gross profit increased significantly in 1998 due to the 
34% decline in average per barrel crude oil costs between years.  
Despite the decline in crude oil costs, asphalt sales prices 
declined only slightly between years due to improved 
supply/demand factors and increased sales of higher priced 
specialty asphalt products.  These higher priced specialty 
asphalt products are increasingly being specified in road 
construction projects in California especially in Northern 
California.  Asphalt margins generally increase when crude costs 
fall and decline when crude costs rise as asphalt pricing is 
generally established several months in advance of delivery and 
established on fixed prices.  However, partially mitigating the 
influences of increases or decreases in crude oil costs are 
certain escalators for CALTRANS related projects.  In addition 
the Company seeks to partially hedge its crude oil costs.

The Company estimates that 20% of its asphalt sales are tied to 
CALTRANS contracts and are impacted by escalators relating to the 
cost of crude oil.

Asphalt demand by both the public and private sector has 
increased over the past several years commensurate with the 
improving business climate in California.  Public demand for 
asphalt funded primarily by CALTRANS increased in 1998 over 1997 
as a result of substantial completion by early 1998 of earthquake 
related bridge retrofit work.  Bridge retrofit projects utilize 
concrete and steel and use comparatively little asphalt.  In 
1998, as this work was nearing completion, more funds were 
available to be expended for road construction and repair.  
Moreover, in June 1998, the $217 billion Federal Highway Bill was 
passed.  This bill is anticipated to add another $800 million a 
year into California transportation related projects. It is 
estimated that approximately one-half of that total, or $400 
million will be added annually over each of the next six years 
for road construction and repair.

Private demand for asphalt has also increased commensurate with 
the expanding California economy.  This growth in private demand 
for asphalt is expected to continue as long as the growth in the 
California economy continues.  Accordingly, the Company 
anticipates that absent any severe increases in crude oil costs 
that its 1999 per barrel asphalt margins should remain relatively 
strong.

Light end margins continued to decline in 1998 due to increased 
inventory levels of finished gasoline and diesel in the state.  
In 1998 no major refinery problems occurred and low crude oil 
costs caused refiners to continue to refine barrels as long as 
incremental margins exist.  While wholesale margins were 
depressed, retail margins for the major refiners continued 
significantly positive, providing an incentive for these larger 
refiners to continue to run incremental barrels.  The growing 
inventory levels and the perception that prices would remain low 
for the foreseeable future depressed wholesale finished fuel 
prices.  As Huntways light end prices are priced at a discount 
to wholesale finished fuel prices margins decreased.

The Company anticipates that its light end prices will increase 
in 1999 commensurate with an expected increase in average crude 
oil costs.  However, per barrel light end margins in 1999 are 
expected to remain below historical levels.

On June 1, 1998 the Company converted to corporate form.  
Accordingly, earnings generated from June 1, 1998 through the end 
of the year were subject to state and federal taxes.  In 1998 
cash income taxes of $1,300,000 were paid while a $940,000 
deferred tax provision was recorded primarily due to excess 
depreciation for tax purposes on refinery assets.  

Commensurate with the conversion to corporate form the Company 
sold 150,000 new shares of stock in June 1998 raising $262,000 
before $16,000 in transaction costs.

On January 21, 1999 the Company obtained a new seven year, 
$13,390,000 senior debt facility.  The facility bears interest at 
a fixed rate of 9.234%.  Proceeds from the borrowings were used 
to retire all $12,798,000 of Huntways then existing senior debt, 
to pay transaction costs and to provide the Company with a small 
amount of working capital.

The Company presently anticipates that it will also be borrowing 
an additional $2,800,000 from its existing senior lender in April 
1999 to provide partial funding for improvements to its Benicia 
refinery.  These borrowings are anticipated to be also amortized 
over seven years at fixed rates of interest determined at 
funding.  However, it is the Companys present intention to repay 
the anticipated $2,800,000 in new borrowings on March 31, 2000 
(although there will be no requirement to do so).  In addition to 
this expected $2,800,000 in new borrowings, the Company expects 
to invest another $2,800,000 of cash on hand to complete the 
improvements planned for the Benicia refinery.  It is expected 
that these improvements to the Benicia refinery will increase 
asphalt and light end production and improve asphalt and light 
end product quality.  Construction of these improvements will 
involve the cessation of production for a period of time, 
estimated to be approximately 30 days, during the second quarter 
of 1999.  During this period, light-product sales will be 
curtailed but asphalt sales will continue from inventory.

The blended interest rate on the $12,798,000 of senior debt paid 
off on January 21, 1999 was approximately 8.2%.  The Company 
anticipates that net interest expense in 1999 will only slightly 
exceed net interest expense in 1998 despite higher debt levels 
due to increased interest income.

In October 1997 the Company issued $21,750,000 in 9 1/4% Senior 
Subordinated Secured Convertible Debt due 2007.  The holders of 
the convertible debt can convert into equity at $1.50 a share at 
any time.  Huntway can force conversion after October 15, 2000 
assuming certain trading criteria are met.  

In 1996, Huntway completed a restructuring of its debt through a 
prepackaged plan of reorganization that was filed with the U.S. 
Bankruptcy Court in Wilmington, Delaware, on November 12, 1996, 
confirmed by the Court on December 12, 1996 and consummated on 
December 30, 1996.  As a result of that transaction, Huntway 
reduced debt and accrued interest by $71,748,000 as measured at 
November 30, 1996.  Huntway recorded a $58,668,000 extraordinary 
gain on the transaction excluding $2,180,000 in related 
transaction costs.  The Partnership also recorded a $13,080,000 
capital contribution on the transaction represented by a decrease 
in debt and an increase in partners capital.

The average interest rate and weighted average debt outstanding 
during each of the past three years was as follows:
<TABLE>
<CAPTION>
			                  Average
	  		                Interest		            Weighted Average
	   		               Rate			               Debt Outstanding
<S>                  <C>                    <C>
	1996 	 	             5.62%			              80,514,941
	1997		              11.13%		               29,597,375
	1998		              11.08%		               37,465,950
</TABLE>

Cash increased to $10,910,000 at December 31, 1998 from 
$9,406,000 at December 31, 1997.  This $1,504,000 increase in 
cash can be primarily attributed to net income of $3,144,000 plus 
depreciation and amortization of $2,605,000 less additions to 
property of $2,554,000 and repayments of long-term obligations of 
$1,548,000.

Net cash provided by operating activities totaled $5,741,000 in 
1998.  Net income of $3,144,000 plus depreciation and 
amortization of $2,605,000, deferred income taxes of $940,000 and 
interest expense paid by the issuance of notes of $248,000 
provided a combined $6,937,000 in cash.  Increases in accrued 
liabilities primarily relating to increased incentive plan 
accruals and higher pension and profit sharing (401K) accruals 
provided $1,164,000 in cash.  Incentive plan accruals increased 
due to increased levels of profitability.  Cash was also 
generated from decreases in inventory of $634,000.  The decrease 
in inventory reflects the 34% decrease in the average cost of 
crude oil between years.  Accounts receivable decreased and 
provided $83,000 in cash and reflected lower light end revenues 
due to depressed finished fuel prices.  Prepaid expenses 
decreased and provided $138,000 in cash and reflected lower 
insurance and turnaround costs.  Accounts Payable declined using 
$3,215,000 in cash and reflects lower crude oil costs.

Net cash provided by operating activities totaled $4,634,000 in 
1997.  Net income of $1,132,000 plus depreciation and 
amortization of $2,414,000 and interest expense paid by the 
issuance of notes of $894,000  provided a combined $4,440,000 in 
cash.  Decreases in accounts receivable generated $1,082,000 in 
cash and were caused by the timing of light end sales between 
years.  Inventory increased using $700,000 in cash.  This 
increase reflects higher crude and finished goods inventory at 
Benicia due to the timing of light end sales and lower than 
expected asphalt sales in December 1997 due to effects of wet 
weather.  Prepaid expenses decreased providing $41,000 in cash 
and primarily reflects lower prepaid turnaround expenses as no 
major repair projects were incurred in 1997. Accounts payable 
decreased using $183,000 in cash primarily due to the effect of 
lower crude oil prices between years.  Accrued liabilities 
decreased using $46,000 in cash.  This decline reflects lower 
Sunbelt related accruals substantially offset by higher interest 
expense accruals.

Investing activities used $2,935,000 in cash in 1998.  Property 
additions were comprised of completion of the waste water 
treatment facility at the Wilmington refinery as well as other 
smaller improvements at the Wilmington refinery.  Improvements at 
the Benicia refinery consisted of engineering and other costs 
relating to the Benicia improvement project, storage tank 
improvements, improvements to the modified asphalt facility and 
other smaller additions.  Additions to other assets primarily 
consisted of deposits, additions to computer software and 
environmental manuals and plans.

Investment activities used $2,815,000 in cash in 1997.  Property 
additions reflect construction of the wastewater treatment 
facility at the Wilmington refinery, construction of a pipeline 
to a customer at the Wilmington refinery and costs to relocate 
the railroad loading rack at the Wilmington refinery.  At Benicia 
costs were incurred to improve the asphalt storage and delivery 
systems, to double-bottom certain storage tanks, to replace heat 
exchangers, to purchase new heaters, to construct new pipelines 
and several other projects.  In addition, other assets increased 
$769,000 in 1997 and primarily relate to costs associated with 
raising $21,750,000 in convertible debt.

Financing activities used $1,302,000 in cash in 1998 and related 
to reductions of debt of $1,548,000.  In addition, a net $246,000 
in cash was generated from the sale of 150,000 shares in June 
1998 commensurate with conversion to corporate form.

Cash flows from financing activities in 1997 generated $2,300,000 
in cash.  The October sale of convertible debt generated 
$2,500,000 in cash while $200,000 in payments were made to the 
State of Arizona relating to the 1993 Sunbelt environmental 
compliance agreement.  As of March 22, 1999, one payment of 
$50,000 remains to be made on the agreement and is due in January 
2000.

The sale of $21,750,000 in convertible debt in October 1997 
significantly improved Huntways capital structure and provided 
the Company with $2,500,000 in cash.  In addition it reduced 
required principal payments by $2,480,000 in 1998. On conversion 
of the convertible debt, total debt would decline $21,750,000 
while annual interest expense would decline by $2,012,000.

The new senior loan facility obtained in January 1999 amortizes 
over an 84 month period beginning in February 1999.  Monthly 
payments on the debt including principal and interest total 
approximately $218,000.

Interest paid on the convertible debt notes is due on a semi-
annual basis payable $1,006,000 on June 30 and $1,006,000 on 
December 31.

Scheduled fixed principal and cash interest payments in 1999 
total $4,762,000.  Principal and cash interest payments totaled 
$4,547,000 in 1998 and $2,343,000 in 1997.

The Company has a $17,500,000 letter of credit facility to 
support crude oil purchases through December 31, 1999.  The 
Company is presently negotiating with several banks to obtain a 
replacement letter of credit facility that will run beyond 1999 
and expects to have this new facility in place by the second half 
of 1999.  Fees on the existing letter of credit facility are 
2.00%.

Management continues to address all areas of the Companys 
operations in an effort to reduce costs, improve profitability 
and to provide a sound basis for future operations.  This 
evaluation resulted in the decision in 1993 to temporarily 
suspend operations at its Sunbelt refinery located in Coolidge, 
Arizona, until such time as there is a sustained improvement in 
market conditions.  The primary factors involved in the Companys 
decision were poor margins at the facility, a limitation on 
working capital availability and, to a lesser extent, the impact 
of an environmental lawsuit and investigations filed by the State 
of Arizona which was settled in 1993.  The Company may eventually 
reopen the refinery as a terminal when market conditions improve 
or it may sell the facility.  

The Company believes its current level of letter of credit 
facilities are sufficient to guarantee requirements for crude oil 
purchases, collateralization of other obligations and for hedging 
activities at current crude price levels.  However, due to the 
volatility in the price of crude oil there can be no assurance 
that these facilities will be adequate in the future.  If crude 
oil prices increased beyond the level of the Companys letter of 
credit facilities, it would be required to prepay for crude oil 
or reduce its crude oil purchases, either of which would 
adversely impact profitability.

Management believes cash on hand and expected cash flow from 
operations will be sufficient to meet liquidity needs in 1999 and 
for the foreseeable future.  However, due to the volatility in 
the price of crude oil there can be no assurance that sufficient 
amounts of cash will be available to meet operating requirements.





Item 7A.   Quantitative and Qualitative Disclosures About Market 
Risk

As previously noted, the Companys profitability depends largely 
on the spread between market prices for its refined products and 
its crude oil costs.  A substantial and prolonged decrease in 
this overall spread would have a significant negative effect on 
the Companys earnings, financial position and cash flows.  
Approximately half of Huntways production consists of light 
products and half of asphalts.  The prices of Huntways light 
products have historically followed changes in crude oil prices 
over 12 to 18 month time periods despite high short-term 
volatility.  Managements believes that approximately 20% of 
Huntways asphalt unit sales volume will be covered by 
contractual escalation and deescalation clauses with various 
state highway agencies, which are based upon various crude oil 
cost indexes.  In an effort to mitigate the remaining risk, the 
Company enters into contracts intended to partially hedge its 
exposure to crude oil price fluctuations.  Historically, such 
contracts are zero cost collars under which the Company receives 
or makes a monthly payment if crude oil prices for the month rise 
above, or fall below, the contracts ceiling or floor levels, 
respectively. As of December 31, 1998, the Company had entered 
into such an arrangement for all of 1999 and covering 
approximately 20% of its expected crude oil requirements over 
that period.  The Companys maximum exposure (payments) under 
this contract is approximately $250,000 per month.  The Company 
does not enter into such arrangements for trading or other 
speculative purposes.

To a lesser extent, the Company is also exposed to risks 
associated with interest rate fluctuations.  However, because the 
Company invests only in short-term investment grade securities 
and, as discussed in Note 2 to the financial statements, has only 
fixed rate debt, such risks to its cash flows are not material.  
However, the fixed rate debt does expose the Company to losses in 
fair value when interest rates decline.  This fair value loss 
represents the opportunity cost of not obtaining financing in the 
lower rate environment.  A 10% increase or decrease in interest 
rates would lower or raise the fair value of the Companys 
currently outstanding debt instruments by approximately 
$2,000,000, respectively. 
    




Item 8.   Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders,

We have audited the accompanying consolidated balance sheets of 
Huntway Refining Company, successor to Huntway Partners, L.P. (a 
limited partnership) and subsidiary as of December 31, 1998 and 
1997, and the related consolidated statements of operations, 
capital, and cash flows for each of the three years in the period 
ended December 31, 1998. These financial statements are the 
responsibility of the Companys management.  Our responsibility 
is to express an opinion on these financial statements based on 
our audits.

We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe our 
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the financial 
position of Huntway Refining Company and subsidiary as of 
December 31, 1998 and 1997, and the results of their operations 
and their cash flows for each of the three years in the period 
ended December 31, 1998 in conformity with generally accepted 
accounting principles.














/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Los Angeles, California
January 29, 1999

<TABLE>
HUNTWAY REFINING COMPANY							
CONSOLIDATED BALANCE SHEETS							
<CAPTION>
					                         December 31,			            December 31,	
						                            1998	 				                 1997	
<S>                              <C>                      <C>							
CURRENT ASSETS:							
        Cash			                 $10,910,000 			            $9,406,000 	
        Accounts 
	        Receivable		             3,983,000 			             4,066,000 	
        Inventories		             3,551,000 			             4,112,000 	
        Prepaid Expenses	           449,000 			               587,000 	
          Total Current 
           Assets		  	           18,893,000 			            18,171,000 	
							
PROPERTY - Net			                59,827,000 			            59,346,000 	
OTHER ASSETS - Net		              1,280,000 			             1,025,000 	
GOODWILL - Net			                 1,644,000 			             1,701,000 	
TOTAL ASSETS			                 $81,644,000 			           $80,243,000 	
												
CURRENT LIABILITIES:							
        Accounts  Payable  	     $3,515,000 			            $6,730,000 	
        Current Portion
        of Long-Term 
        Obligations		               757,000 			             1,449,000 	
        Accrued Interest	           593,000 			               571,000 	
        Other Accrued 
        Liabilities		             2,089,000 			             1,046,000 	
          Total Current 
           Liabilities	       	   6,954,000            			  9,796,000 	
							
Long-Term Debt	              		  36,110,000            			 36,518,000 	
Deferred Income Taxes 
 and Other 
 Long-Term Obligations       		     990,000            			    150,000 	
 							
CAPITAL:							
        Partners' Capital		               - 			            33,779,000 	
        Preferred Stock 
	        (1,000,000 shares							
         authorized, none 
	        issued)			                       - 			                     - 	
        Common Stock 
         (75,000,000 shares							
          authorized, 
          14,881,271 
          outstanding)         	    149,000 			                     - 	
        Additional Paid-In 
        Capital		  	             34,334,000 			                     - 	
        Retained Earnings   	     3,107,000 			                     - 	
          Total Capital	  	      37,590,000 		             33,779,000 	
							
TOTAL LIABILITIES AND 
 CAPITAL			                     $81,644,000 		            $80,243,000 	
							

See accompanying notes to consolidated financial statements.
</TABLE>


<TABLE>
HUNTWAY REFINING COMPANY						
CONSOLIDATED STATEMENTS OF OPERATIONS					
For the years ended December 31, 1998, 1997 and 1996			
<CAPTION>					
						                        1998		        1997		           1996
<S>                           <C>           <C>              <C>								
Sales				 	               $79,050,000 	  $96,715,000     $99,021,000 
Costs & Expenses:								
 Material & Processing 
 Costs				                 61,719,000 	   85,201,000      87,683,000 
Selling and 
 Administration Expenses	   6,143,000 	    4,476,000       4,297,000 
Interest Expense, net	   	  3,368,000 	    3,492,000       4,916,000 
Depreciation and 
 Amortization			            2,605,000 	    2,414,000       2,219,000 
Total Costs and Expenses	  73,835,000 	   95,583,000      99,115,000 
Income (Loss) before 
 Income Taxes and								
  Extraordinary Items	   	  5,215,000 	    1,132,000         (94,000)
Provision for Income Taxes  2,071,000 		           -   	           -   
Income (Loss) from 
 Operations			   	          3,144,000 	    1,132,000         (94,000)
Extraordinary Gain on 
 Refinancing				                    -   		         -      58,668,000 
Related Costs of 
Refinancing				                     -   		         -       2,180,000 
Net Income			              $3,144,000 	   $1,132,000     $56,394,000 
								
Basic Earnings per 
 Share or Unit:								
Income (Loss) from 
 operations 				                $0.21 		       $0.05          $(0.01)
Extraordinary Items			              -   		         -   	        4.37 
Net Income				 	                $0.21 		       $0.05 	         $4.36 
Diluted Earnings per 
 Share or Unit:								
Income (Loss) 
 from operations			 	           $0.15 		       $0.04 	        $(0.01)
Extraordinary Items			              -   		         -   	        4.37 
Net Income				 	                $0.15 		       $0.04 	         $4.36 
								
Pro Forma Financial Information
(See Note 1 to Consolidated Financial Statements)					
					
Income (Loss) before 
Income Taxes and 
Extraordinary Items		      $5,215,000 		  $1,132,000        $(94,000)
Pro Forma Income 
Tax Provision			            2,086,000 	  	   453,000 	           - 
Pro Forma Net 
Income (Loss)	           		$3,129,000 	  	  $679,000        $(94,000)
Pro Forma Basic 
Income (Loss) per Share	  	     $0.21   		     $0.03          $(0.01)
								
Pro Forma Diluted 
 Income (Loss) per Share	       $0.14   		     $0.02          $(0.01)
See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
HUNTWAY REFINING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS					
For the years ended December 31, 1998, 1997 and 1996		
<CAPTION>		
							                         1998		          1997		           1996
<S>                             <C>              <C>             <C>
CASH FLOWS FROM OPERATING 
 ACTIVITIES:						    
Net Income		 			              $3,144,000     $1,132,000      $56,394,000 
Adjustments to 
 Reconcile Net Income		 		 		 
 to Net Cash Provided 
 by Operating Activities:		 		 		 
Interest Expense Paid by 
 the Issuance of Notes		   	     248,000 	      894,000        2,354,000 
Depreciation and Amortization	 2,605,000      2,414,000 	      2,219,000 
Deferred Income Taxes		   	      940,000 		           - 		             - 
Extraordinary Gain on 
 Refinancing			                                					         (58,668,000)      
Related Costs 
 of Refinancing						          	                               2,180,000 
 Changes in Operating 
 Assets and Liabilities:				   		   
Decrease (Increase) in 
 Accounts Receivable		    	       83,000      1,082,000 	       (327,000)       
Decrease (Increase) in 
 Inventories		                   634,000       (700,000)	        (89,000)
	
Decrease in Prepaid Expenses		   138,000 	       41,000 	         24,000 
	
Increase (Decrease) in 
Accounts Payable		     		     (3,215,000)      (183,000)	        331,000 
	
Increase (Decrease) 
in Accrued Liabilities		 	     1,164,000        (46,000)	       (933,000)
	
 		 		 		 	
NET CASH PROVIDED BY 
 OPERATING ACTIVITIES		 	      5,741,000      4,634,000 	      3,485,000 
	
							
CASH FLOWS FROM INVESTING 
 ACTIVITIES:							
 Additions to Property	     		(2,554,000)    (2,046,000)      (2,620,000)
	
 Other Assets		                 (381,000)      (769,000)	        218,000 
	
 				 		 	
NET CASH USED BY 
 INVESTING ACTIVITIES			      (2,935,000)    (2,815,000)      (2,402,000)	
 		 		 		 	
CASH FLOWS FROM 
 FINANCING ACTIVITIES:		 		 		 	
 Sale of Common Stock			         262,000 		           - 		              - 	
 Issuance Costs and Expenses		   (16,000)		           - 		              - 	
 Proceeds of Notes Payable		 	         - 	    2,500,000 		              - 	
 Repayment of Long-term 
  Obligations		       	       (1,548,000)	     (200,000)	        (100,000)	
 		 		 		 	
NET CASH PROVIDED (USED)  
 BY FINANCING ACTIVITIES   		 (1,302,000)	    2,300,000 	        (100,000)	
 		 		 		 	
NET INCREASE IN CASH	   		     1,504,000 	    4,119,000 	         983,000 	
 		 		 		 	
CASH BALANCE - BEGINNING 
 OF PERIOD		        		         9,406,000 	    5,287,000         4,304,000 	
 							
CASH BALANCE - END 
 OF PERIOD		      	          $10,910,000 	   $9,406,000        $5,287,000 	
							
Supplemental Disclosures:							
Interest Paid in Cash 
 During the Period		  	       $3,098,000 	   $2,343,000 	        $738,000 	
Income Taxes Paid in 
 Cash During the Period	  		  $1,131,000 		          $- 		              $- 	
Issuance (Redemption) of 
 Units Not Involving Cash                  $(6,596,000)       $13,080,000 	
Issuance of Notes Not 
 Involving Cash		    		         $248,000   $19,250,000        $25,570,000 
Retirement of Notes 
 Not Involving Cash		                      $11,707,000        $85,745,000 
						

See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
HUNTWAY REFINING COMPANY						
CONSOLIDATED STATEMENT OF CAPITAL						
<CAPTION>						
			               	                Additional		                  Treasury	
		            Partners'	  Common	   Paid In	      Retained	       Stock	Total
		             Capital	    Stock	  Capital	    Earnings(at cost)     Capital
<S>             <C>        <C>      <C>           <C>                   <C>
Balance at 
January 1, 
1996	      $(30,514,000)                         				            $(30,514,000)
Earned 
Portion of 
Option 
Awards	          81,000 					                                          81,000 
Net Income 
for the 
Year Ended 
December 31, 
1996	        56,394,000 					                                      56,394,000 
Capital 
Contri-
bution       13,080,000 	  	  	  	  	                              13,080,000 
Balance 
at 
December
 31, 
1996	        39,041,000 	     	- 	 - 	 - 	 - 	                     39,041,000 
Earned 
Portion 
of Option 
Awards	         268,000 					                                         268,000 
Net Income 
for the 
Year Ended 
December 31, 
1997	         1,132,000 					                                       1,132,000 
Capital 
Redemption   (6,662,000)	  	  	  	  	                              (6,662,000)
Balance at 
December 31, 
1997	        33,779,000 	     - 	 - 	 - 	 - 	                      33,779,000 
Earned Portion 
of Option 
Awards	         212,000 		 $209,000 			                               421,000 
Net Income 
for the Year						
Ended 
December 31, 
1998	            37,000 			           $3,107,000 		                 3,144,000 
Issuance of 
14,731,271 
shares in						
exchange for 
partnership 
interests   (34,028,000)   $147,000   33,881,000 			        - 
Sale and 
Issuance of 
150,000 shares		              2,000      260,000 			                  262,000 
Issuance Costs			                        (16,000)			                  (16,000)
Sale and 
Issuance of 
850,000 shares						
to Huntway 
Partners L.P. and						
reclassified to 
Treasury Stock						
upon Merger	  	    8,000 	    1,000 	  	                $(9,000)	          - 
						
Balance at 
December 31, 
1998	               $- 	 $157,000  $34,335,000 $3,107,000 $(9,000)$37,590,000 

See accompanying notes to consolidated financial statements.
</TABLE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Huntway Refining Company (the Company) was formed for the purpose 
of effecting the conversion of Huntway Partners, L.P. (the 
Partnership) from a publicly traded limited partnership to a 
publicly traded corporation on June 1, 1998 through the merger of 
the Partnership into the Company (the Conversion).  The Company 
issued 14,583,958 shares of $0.01 par value common stock to the 
Partnership's limited partners in a one for one exchange for 
their limited partner units.  The Company also issued 147,313 
shares of common stock to the Partnership's general partners in 
exchange for their 1% general partner interest.  As a result of 
the merger, the Company succeeded to the Partnership's assets, 
liabilities and operations.  The transaction has been accounted 
for as a reorganization of affiliated entities with the assets 
and liabilities of the Company recorded at their historical cost 
basis.

General.  Huntway Refining Company, a Delaware corporation, is 
engaged primarily in the operation of the 6,000 barrel-per-day 
Wilmington refinery located in Southern California and the 9,000 
barrel-per-day Benicia refinery located in Northern California, 
which produce and sell refined petroleum products.  Also owned by 
the Company is an 8,500 barrel-per-day Arizona refinery, which 
was closed in 1993. 

Principles of Consolidation.  The consolidated financial 
statements include the accounts of Huntway Refining Company and 
its subsidiary, Sunbelt Refining Company, L.P. (Sunbelt).  All 
significant inter-company items have been eliminated in 
consolidation.

Exchange Transactions.  In connection with its refinery 
activities, the Company engages from time to time in exchange 
transactions common to the industry where crude oil or refined 
product is exchanged with other unrelated entities for similar 
commodities.  The accounting of such exchanges is based on the 
recorded value of the commodities relinquished.  At December 31, 
1998 and 1997 Huntway Refining Company owed balances, which were 
included in inventories, for commodities on exchange valued at 
approximately $63,000 and $244,000, respectively. 

Environmental Costs.   The Company is subject to various 
environmental laws and regulations of the United States and the 
states of California and Arizona.  As is the case with other 
companies engaged in similar industries, the Company faces 
exposure from potential claims and lawsuits involving 
environmental matters.  These matters may involve alleged soil 
and water contamination and air pollution.  The Company's policy 
is to accrue environmental and clean-up costs when it is probable 
that a liability has been incurred and the amount of the 
liability is reasonably estimable. The Company expenses or 
capitalizes costs associated with environmental clean-up and 
other repairs and maintenance at its refineries in accordance 
with Emerging Issues Task Force Topic 90-8 and exhibits thereto.

Turnaround Costs.  Costs of turnarounds, which consist of 
complete shutdown and inspection of a refinery unit for repair 
and maintenance, are deferred and amortized over the estimated 
period of benefit, which generally ranges from 18 to 60 months.

Accounts Receivable.  Included in Accounts Receivable are 
allowances for doubtful accounts of $301,000 and $184,000 at 
December 31, 1998 and 1997 respectively.

Income Taxes.  Effective with the Conversion on June 1, 1998, the 
operations of Huntway became subject to corporate Federal and 
state taxes on income and provision for such taxes both current 
and deferred has been made for the results of operations 
subsequent to that date. Deferred income taxes result primarily 
from temporary differences between financial reporting and tax 
reporting.  Determination of deferred tax assets and liabilities 
is based on the difference between the financial statement bases 
and tax bases of assets and liabilities using enacted tax rates.  
Pro forma information is presented to assist in comparing the 
results of operations as if the Conversion had occurred at the 
beginning of each period for which financial statements are 
presented.  The pro forma provision for income taxes has been 
calculated at an estimated combined Federal and State rate of 
40%.

No provision has been made for income taxes in the accompanying 
consolidated financial statements for periods prior to June 1, 
1998 when the operations of the Company were carried on in 
partnership form as the taxable income or loss of the Partnership 
was allocated to each partner in accordance with the provisions 
of the partnership agreement.  The partnership agreement provided 
generally that income, loss and cash distributions be allocated 1 
percent to the general partners and 99 percent to the limited 
partners.  In turn, each partner's tax status determined the 
appropriate income tax for that partner's allocated share of 
Partnerships taxable income or loss.

Inventories.  Crude oil and finished product inventories are 
stated at cost determined by the last-in, first-out method 
(LIFO), which is not in excess of market.

Management believes the LIFO method of accounting for inventories 
is preferable because it more closely matches revenues and 
expenses and reflects the prevailing practice in the petroleum 
industry.

The effect of LIFO in 1998 was to increase the net income from 
operations by $1,028,000 and net income per share  by 
approximately $.07 and in 1997 was to increase the net income and 
net income per limited partner unit by approximately $1,164,000 
and $0.05.  In 1996, the effect of LIFO was to increase the net 
loss and net loss per limited partner unit by approximately 
$1,022,000 and $.08.
<TABLE>
Inventories at December 31, 1998 and 1997 were as follows:				
						 
<CAPTION>
                                   1998 	        		1997                             
<S>                              <C>               <C>
Finished Products			           $ 2,180,000		      $ 2,480,000
Crude Oil and Supplies	 		       1,371,000		        2,660,000
						                           3,551,000		        5,140,000
Less LIFO Reserve	                		     0		       (1,028,000)
Total					                     $ 3,551,000		      $ 4,112,000
</TABLE>
		
Hedging Activities.  From time to time, the Company enters into 
contracts intended to partially hedge its exposure to crude oil 
price fluctuations.  Historically, such contracts are zero cost 
collars under which the Company receives or makes a monthly 
payment if crude oil prices for the month rise above, or fall 
below, the contracts ceiling or floor levels, respectively.  
Because these contracts relate to the Companys basic raw 
material and cover amounts significantly less than the Companys 
actual usage, cash flows associated with such hedging 
transactions are considered an integral part of the cost of 
acquiring crude oil and are included in the cost when purchased.  
During 1998, such hedges increased the cost of crude acquired by 
$2,187,000 or approximately 5%.  In 1997 and 1996, such hedges 
decreased the cost of crude acquired by $262,000 or less than 1% 
and $2,701,000 or approximately 3%, respectively.  As of December 
31, 1998 the Company had entered into such an arrangement for all 
of 1999 and covering approximately 20% of its expected crude 
requirements over that period.  The Companys maximum exposure 
(payments) under this contract is approximately $250,000 per 
month.  The Company does not enter into such arrangements for 
trading or other speculative purposes.

Property and Depreciation.  Property is stated at cost and 
depreciated using the straight-line method over the estimated 
useful lives of the assets.  Facilities, which are temporarily 
closed, are retained in the property accounts as idle facilities 
and are depreciated.
<TABLE>
Property at December 31, 1998 and 1997 consisted of:
<CAPTION>							
					                Depreciable						
					 	                  Life			        1998		          1997
<S>                   <C>               <C>             <C>							
Land	 						    	                     $2,176,000      $2,176,000 
Buildings	 			         40 yrs.	  	       887,000 	       887,000 
Refineries and 
 Related Equipment		   40 yrs.   	    73,429,000 	    70,653,000 
Other					         5 - 10 yrs.		       1,257,000 	     1,215,000 
Construction in Progress				             708,000 	       971,000 
Idle Facilities				                    1,227,000 	     1,227,000 
				                   	              79,684,000 	    77,129,000 
Less Accumulated Depreciation							
   and Amortization				              (19,857,000)    (17,783,000)
Property - Net			                    $59,827,000     $59,346,000 
</TABLE>

In August 1993, the Company suspended operations at its Sunbelt 
refinery located in Coolidge, Arizona. The primary factors 
involved in this decision were poor margins at the facility, 
limited working capital availability and, to a lesser extent, the 
impact of an environmental lawsuit and investigation filed by the 
State of Arizona, which was settled in 1993. Pursuant to an 
evaluation of the operating potential of the facility, the plant 
was subsequently written down to $1,227,000 in 1995.  This write 
down considered, among other things, the outlook for the asphalt 
market in Arizona, the regulatory environment impacting both the 
plant operations as well as the formulation requirements of 
diesel and jet fuel in the markets the plant would serve and the 
ability of the Company to market those products.  This evaluation 
indicated and it is the opinion of management that the likelihood 
of operation as a petroleum refinery in the future is remote, but 
that the facility may be operated effectively as a crude or 
products terminal and storage facility at some time in the 
future.

Other Assets.  Other assets are stated at cost and amortized over 
2 to 10 years, where appropriate, using various methods over the 
useful lives of the assets.
<TABLE>
Other assets at December 31, 1998 and 1997 consisted of:
<CAPTION>						
							                             1998				               1997
<S>                                  <C>                   <C>						
Computer Software			            $   658,000 		          $ 624,000 
Loan Costs					                     604,000 			           597,000 
Deposits					                       459,000 			           218,000 
Other						                         682,000 			           587,000 
					                             2,403,000 		          2,026,000 
Less Accumulated Amortization	   (1,123,000)		         (1,001,000)
Other Assets - Net		            $ 1,280,000 		         $1,025,000 
</TABLE>

Goodwill.  Goodwill is stated at cost and amortized using the 
straight-line method over a period of 40 years and relates to the 
Companys California refineries.   Huntway Refining Companys 
refineries are designed to produce asphalt and unfinished light-
end products and, accordingly, are not prone to obsolescence to 
the same degree as more sophisticated refineries.  The Company 
evaluates such goodwill and other long-lived assets for 
impairment whenever changes in circumstances indicate that the 
carrying value may not be fully recoverable from projected, 
undiscounted net cash flows of the two refineries.  The related 
accumulated amortization at December 31, 1998 and 1997 was 
$643,000 and $586,000, respectively.

Interest Capitalization.  Huntway Refining Company and Sunbelt 
capitalize interest incurred in connection with the construction 
of refinery facilities.  In 1998, $68,000 of interest was 
capitalized relating to the waste water treatment facility at the 
Wilmington refinery.  No interest was capitalized in 1997 or 
1996.

Other Accrued Liabilities.  Included in other accrued liabilities 
at December 31, 1998 and 1997 are accrued compensation-related 
costs of $1,987,000 and $618,000, respectively.
Deferred Income Taxes and Other Long-Term Obligations.  Included 
in deferred income taxes and other long-term obligations at 
December 31, 1998 are deferred income tax liabilities of $940,000 
and an amount due to the state of Arizona under an agreement 
reached in 1993 relating to the Sunbelt Refinery of $50,000.  
Included in current portion of long-term obligations at December 
31, 1998 is $100,000 relating to this settlement, which was paid 
on January 7, 1999.  The payment for 1998 was made December 1997 
and therefore $0 was included in current portion of long-term 
obligations at December 31, 1997.

Fair Value of Financial Instruments.  The recorded values of 
accounts receivable, accounts payable and  approximate their fair 
values based on their short-term nature.  The recorded values of 
the convertible debt and the junior subordinated debentures 
approximates fair values as the contractual rates of interest 
approximates market rates.  The combined fair value of the 12% 
Senior Secured Notes and the Industrial Development Bonds was 
approximately $12,000,000 and $14,000,000 at December 31, 1998 
and 1997, respectively.

Use of Estimates.  The preparation of financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the 
reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses 
during the reporting period.  Actual results would differ from 
these estimates. 

Reclassifications and New Accounting Standards.  Certain items in 
the prior years financial statements have been reclassified to 
conform to the current year presentation.

In June 1998 the Financial Accounting Standards Board (FASB) 
issued SFAS No. 133 Accounting for Derivative Instruments and 
Hedging Activities.  SFAS 133 establishes accounting and 
reporting standards for derivative instruments and hedging 
activities.  It is effective for financial periods beginning 
after June 15, 1999 and requires that an entity recognize all 
derivatives as either assets or liabilities in the balance sheet 
and measure those instruments at fair value.  The Company is 
currently unable to accurately estimate the impact this 
pronouncement may have upon its financial statements.

NOTE 2.  FINANCING ARRANGEMENTS AND SUBSEQUENT EVENT

On January 21, 1999, the Company obtained a new seven-year, 
$16,190,000 senior debt facility.  The facility amortizes monthly 
and bears interest at a fixed rate determined at the time of 
funding.  Initial proceeds of $13,390,000 from the facility, 
bearing interest at 9.234%, were used to retire all $12,798,000 
of Huntways then existing senior debt, to pay transaction costs 
and to provide the Company with a small amount of working 
capital.   It is anticipated that the remaining $2,800,000 of the 
facility will be used to partially fund improvements at the 
Benicia refinery in 1999. 
<TABLE>
On a pro forma basis, had the senior debt facility been 
refinanced on December 31, 1998, the Companys debt as of 
December 31, 1998 and 1997 would have consisted of the following:
<CAPTION>
							                               1998				                     1997	 
					                          As Reported		Pro Forma	
<S>                               <C>         <C>                 <C>
12% Senior Secured Notes 
 due December 31, 2005		      $  4,599,000	  $       -	      $  5,547,000
   
9.234% Senior Secured 
 Notes due January 21, 2006	 	           -	 13,390,000		                -

12% Junior Subordinated 
 Debentures due 			
 December 31, 2005		             2,318,000	  2,318,000	         2,070,000	

9.25% Senior Subordinated 
 Convertible Notes 
 Due October 15, 2007		         21,750,000	 21,750,000	        21,750,000

Series 1988 Variable Rate 
 Demand Industrial Development 
 Bonds (IDB) due September 1, 
 2005,Interest on the IDB is 
 Payable Monthly at Rates 
 Determined Weekly Based on 
 Market Rates for Comparable 
 Interest (4.20% and 3.95% at 
 December 31, 1998 and 1997, 
 Respectively) and Collateralized 
 by a Standby Letter of Credit
 Issued by a Bank.                8,100,000    		   -	          8,600,000	
						  		         				        
Total	       			                 36,767,000 37,458,000       	 37,967,000
  
Less Amount Classified 
 as Current 	                       657,000	 1,300,000	         1,449,000	

Net Long-Term Debt		            $36,110,000$36,158,000       	$36,518,000
</TABLE>

All of the Company's assets serve as collateral for this debt.

On October 31, 1997 the Company issued $21,750,000 in 9.25% Senior 
Subordinated Secured Convertible Notes (the Convertible Debt) due 
2007, retired $11,707,000 in 12% senior debt, and redeemed 
10,758,696 units or 42% of its total units outstanding.  The 
transaction also reduced the effective interest rate on the 
Companys $8,600,000 Industrial Development Bond from 12% to 
approximately 6% and provided the Company with $2,500,000 in 
additional working capital.  The Company also extended through 
2005 its letter of credit arrangement with its existing bank to 
continue to collateralize its outstanding Industrial Development 
Bond.

The notes are convertible into equity at $1.50 per share (subject 
to adjustment).  The Company can force conversion after October 
15, 2000 providing that the price of Huntways stock exceeds 
$2.50 for at least 10 consecutive trading days during which the 
cumulative sales volume is at least 200,000 shares.  This 
transaction immediately reduced total units outstanding to 
14,583,958 from 25,342,654.  On an as converted basis, total 
shares would increase to 29,381,271.

Interest on the Convertible Debt is due on June 30 and December 
31 and the principal balance is due October 15, 2007 unless 
earlier converted.

As a result of the transaction, the Companys debt increased from 
$27,924,000 to $37,967,000 although interest expense remained 
essentially unchanged due to the lower interest rate on the 
Convertible Debt and the reduction of the effective interest rate 
on the Industrial Development Bonds.
<TABLE>
Minimum required principal payments, as of December 31, 1998 
(assuming the Convertible Debt does not convert), under the 
Companys debt agreements are as follows:
<CAPTION>
				                        	As Reported			          Pro Forma
<S>                             <C>                    <C>
1999	            		             $	657,000          $ 	1,300,000
2000						                        657,000		           1,545,000
2001					                       1,657,000		           1,700,000
2002					                       1,657,000		           1,866,000
2003					                       1,657,000		           2,048,000
Thereafter	    			             30,482,000	           28,999,000
					                         $36,767,000	          $37,458,000
</TABLE>

In the event some or all of the Convertible Debt  is converted 
into common shares, the amount of minimum required cash principal 
payments subsequent to 2003 would be reduced by the amount of the 
debt so converted.

The 12% junior subordinated debentures mature on December 31, 
2005.  Under the agreement, no principal payments or prepayments 
will be made on the junior subordinated debentures until all 
senior secured notes are paid in full.  Interest on the junior 
subordinated debt at 12% is payable only in kind.

The Company has a letter of credit facility of $17,500,000 
through December 31, 1999.  This facility provides for crude 
purchases and other activities.  Fees for this facility are 2% on 
the face amount of any letter of credit issued up to an aggregate 
of $14,500,000 and 3% on any letter of credit issued above that 
amount. 





Note 3.  Extraordinary Gain and Related Costs

On December 30, 1996, the Partnership emerged from bankruptcy 
following consummation of its prepackaged plan of reorganization 
(reorganization plan).  Huntway filed its reorganization plan 48 
days earlier in U.S. Bankruptcy Court in Wilmington, Delaware, on 
November 12, 1996.  The reorganization plan was confirmed by the 
Court on December 12, 1996.

Under the terms of the reorganization plan total debt, including 
accrued interest, declined $71,748,000 to $27,924,000 from 
$99,672,000 as measured at November 30, 1996.  In exchange for 
this reduction in debt and accrued interest, 13,786,404 units 
(valued at $13,080,000 based on a 30 day average unit price) were 
issued to the Partnerships senior and junior lenders raising 
total units outstanding to 25,342,654.  At December 31, 1996, 
total debt and accrued interest on all senior and junior debt 
totaled $28,172,000.  Huntways trade vendors and suppliers were 
not impacted by the reorganization plan and were paid in full 
under normal trade terms during the pendancy of the bankruptcy 
proceedings.

The Partnership was forced to file its prepackaged plan of 
reorganization because it was unable to secure unanimous approval 
of all of its senior lenders to its restructuring agreement.  In 
April 1996, four of five (or 80%) of its senior lenders 
representing 86% of its senior debt agreed to the restructuring 
plan.  Unanimous approval of the prepackaged plan of 
reorganization was obtained just prior to the December 12, 1996 
confirmation of the plan when Huntways one remaining senior 
lender, representing 14% of senior debt, agreed to join the other 
senior lenders in agreeing to a consensual restructuring.

In addition to Huntways senior lenders, the reorganization plan 
was approved by 100% of warrant holders, 100% of junior 
noteholders and 98.6% of voting unitholders.  The approval of 
these impaired parties to the reorganization plan was obtained 
during the solicitation time period of October 11, 1996 through 
November 7, 1996.

Accordingly, for the year ended December 31, 1996, the Company 
reported an extraordinary gain of $58,668,000 determined as 
follows:
<TABLE>
<S>                                             <C>
Pre-existing debt and accrued interest		 	      $99,672,000 
		
Less:		
New Senior Debt		 					                          23,500,000 
New Junior Debt		 					                           2,070,000 
Accrued Interest on New Debt		 			                2,354,000 
Total Book Value of New Debt		 			              (27,924,000)
		
Capital Contribution of New Units Exchanged		   (13,080,000)
		
Extraordinary Gain on Refinancing		 		          $58,668,000 
</TABLE>
		

NOTE 4.  INCOME TAXES
Prior to the conversion to corporate form on June 1, 1998, the 
Partnership (a publicly-traded partnership for federal and state 
income tax purposes) was not subject to income taxes, but was 
treated as a publicly-traded partnership for federal and state 
income tax purposes and the Partnerships income or loss was 
allocated directly to its partners.
 
The Conversion was structured as a merger of affiliated entities; 
it did not have an impact on the book basis of Huntways assets.  
However, it did result in a step-up in the tax basis of those 
assets to an amount, which was approximately equal to their book 
bases.  Accordingly, no deferred tax asset or liability was 
recorded as a result of the Conversion.

The pro forma provision for income taxes, estimated at 40 
percent, differed from the amounts computed by applying the U.S. 
federal tax rate of 35 percent to pretax earnings primarily as a 
result of state income taxes, net of related federal tax benefit.  
The actual provision for the period from June 1, 1998 through 
December 31, 1998 of $2,071,000 (of which $1,131,000 was current 
and $940,000 was deferred) also varies from the amount computed 
by applying the U.S. federal tax rate to pretax earnings as a 
result of state income taxes net of related federal tax benefit.
 
Deferred income taxes reflect the net tax effects of temporary 
differences between the carrying amounts of assets and 
liabilities for financial reporting purposes and the amounts for 
income tax purposes.  As of December 31, 1998 the deferred tax 
liability of $940,000 included in Deferred Income Taxes and Other 
Long-Term Obligations results from the excess of tax depreciation 
on refinery assets at accelerated rates over shorter lives than 
is used for book purposes.
  
NOTE 5.  LEASE COMMITMENTS

The Company has entered into certain ground leases for its 
refinery facilities.  Such leases range from five to 41 years in 
duration.  All such leases are classified as operating leases.

The Company also leases a deep-water terminal facility in 
Benicia, California.  Under terms of the lease agreement, the 
Company pays minimum annual lease payments of approximately 
$385,000 through the year 2031, subject to an escalation clause.  
This lease is cancelable upon one year's notice and is accounted 
for as an operating lease.

Future minimum annual rental payments required under operating 
leases which have non-cancelable lease terms of one year or more, 
as of December 31, 1998 are:
<TABLE>
<S>                             <C>
			1999			                 $     756,000
			2000				                      374,000
			2001				                      321,000
			2002				                      230,000
			2003 and Beyond	              290,000
			Total	 		                 $ 1,971,000
</TABLE>

Rental expense for all operating leases (some of which have terms 
of less than a year) was $1,011,000, $1,042,000 and $1,046,000 
for the years ended December 31, 1998, 1997 and 1996, 
respectively.

NOTE 6.  BASIC AND DILUTED SHARES/UNITS OUTSTANDING, EARNINGS PER 
SHARE/UNIT AND ALLOCATION OF INCOME AND LOSS

The following table summarizes the changes in the equity 
interests over each of the past three years:
<TABLE>
<CAPTION>

			                Interest of	  Limited	 Total	    Outstanding   Outstanding
			                    General	  Partner	 Equivalent	Common	      Preferred
			                  Partners	    Units	    Units	   Stock	       Stock
<S>                    <C>          <C>     <C>       <C>         <C>
Balance at 
 January 1, 1996	     116,730   11,556,250  11,672,980 	    - 	          - 
Issuance of Units 
 in Restructuring					
 Effective December 
 18, 1996	 	          139,257   13,786,404  13,925,661 	    - 	          - 
Balance at December 
 31, 1996	 	          255,987   25,342,654  25,598,641 	    - 	          - 
Redemption of 
 Limited Partner 
 Units On October 
 31, 1997	 	         (108,674) (10,758,696)(10,867,370)	    - 	 	    - 
Balance at December 
 31, 1997	 	          147,313   14,583,958 	 4,731,271 	    - 	 	    - 
Issuance of Common 
 Shares in Exchange 
 for Partnership 
 Interests	 	        (147,313) (14,583,958)(14,731,271)	14,731,271 	 	    - 
Sale and Issuance 
 of Common Shares	 	        - 	 	        - 	 	       - 	 1,000,000 		    - 
Treasury Stock 
 Acquired in Merger	        - 	 	        - 	 	       - 	  (850,000)	 	    - 
					
Balance at December 
 31, 1998	 		               - 	 	        - 	 	       - 	 14,881,271 	    - 
</TABLE>

The 1996 debt restructuring increased limited common units 
outstanding by 13,786,404 to 25,342,654 from 11,556,250 effective 
November 30, 1996.  Additionally, as part of the restructuring 
warrants exercisable to purchase 3,340,757 units and options held 
by management to acquire 1,022,000 units were cancelled.  The 
debt restructuring provided that new options to purchase 
3,415,850 units at $.50 a unit were issued (2,815,450 issued to 
Huntway employees and management) while an option to purchase 
546,059 units remained outstanding.
 
On October 31, 1997, pursuant to the issuance of the Convertible 
Debt, the Company redeemed 10,758,696 units, reducing the total 
number of units outstanding to 14,583,958 from 25,342,654. 

On June 1, 1998, Huntway merged the partnership, Huntway Partners 
L.P., into a newly formed corporation, Huntway Refining Company, 
effectively converting the business to corporate status.  
Earnings for the year ended December 31, 1998 are shown on a per 
share basis while earnings for the years ended December 31, 1997 
and 1996 are shown on a per unit basis.

Earnings per share is calculated based upon the weighted average 
number of common equivalent shares outstanding.  Earnings per 
unit was calculated based upon the weighted average number of 
limited partner equivalent units outstanding.  Limited partner 
equivalent units was calculated by adding to actual limited 
common units outstanding a general partner interest representing 
an overall 1% interest.  

Generally, through May 31, 1998, Partnership income and loss was 
allocated 1% to the general partners and 99% to the limited 
partners.

The following table reconciles the calculation of basic and fully 
diluted earnings per share or unit (000s omitted):
<TABLE>
<CAPTION>
			            Year End 12-31-98 		Year End 12-31-97  Year End 12-31-96	
	 	                Income Shares 		Income Units  	     Income UNIT
                   PER-SHARE        PER-UNIT           PER-UNIT
              (Num)(Den)Amount    (Num)(Den)Amount   (Num)(Den)Amount
<S>            <C>  <C>  <C>       <C>  <C> <C>       <C>  <C>  <C>
Net Income 
(Loss) before									
 Extraordinary 
 Items	     $3,144 			           $1,132 	            $(94)
		
											
Unit Equivalent 
 of General 								
 Partner Interest	   - 			              238 			             129 	
Limited Partner 
 Units		 	           - 			            23,549               12,742 	
Common Shares		    14,806 				            - 				               - 
	
Basic Earnings 
 Per Share 
 or Unit    3,144 	14,806  $0.21  1,132 23,787  $0.05 	(94)12,871 $(0.01)
											
Effect of Dilutive 
 Securities:							
				
Share or 
 Unit Options		     1,888 			          2,695 	
Convertible 
 Debt	     1,542 	 14,500 		   - 	 	  - 		  - 	      -									
Diluted Earnings 
 Per Share 
 or Unit  $4,686 	 31,194  $0.15  $1,132 26,482 $0.04 	$(94)12,871 $(0.01)
</TABLE>

For 1996, options to purchase 1,022,000 units at prices, which 
ranged from $0.85 to $1.00 were not included in the computation 
of diluted earnings per unit because their effect was 
antidilutive.  These options were cancelled in 1997.  For 1998, 
options to purchase 1,273,000 shares at prices, which ranged from 
$1.50 to $1.625 were not included in the computation of diluted 
earnings per share because their effect was antidilutive.

During 1997, the Company issued convertible notes, which may be 
converted into equity at $1.50 per unit.  These notes were not 
included in the computation of calculated earnings per unit in 
1997 because the effect of their assumed exercise was 
antidilutive.  These notes mature on October 15, 2007.

NOTE 7.  PROFIT SHARING AND TAX DEFERRED SAVINGS (401K) PLAN AND 
PENSION PLAN
The Company has a profit sharing and tax deferred savings (401K) 
plan and a defined contribution pension plan.  The Company's 
contributions to the plans generally vest to participants on the 
basis of length of employment.  Beginning in 1994, the Company 
matches up to 2% of participants base compensation to the tax 
deferred savings (401K) plan.  Profit sharing contributions by 
the Company may be made from profits, not to exceed the Company's 
current net income.  For 1998, 4% was accrued for profit sharing 
contributions.  No such contributions were charged to income in 
1997 or 1996.  The Company also makes a minimum pension 
contribution equal to 4% of participants' base compensation, 
which is made each year regardless of current profits or losses.  

The amounts of the Companys contributions to the plans charged 
to income for the years ended December 31, 1998, 1997 and 1996 
were $444,000, $286,000, and $275,000, respectively.

NOTE 8. CONTINGENCIES
As the Companys business is the refining of crude oil into 
liquid asphalt and other light-end products, it is subject to 
certain environmental laws and regulations.  Adherence to 
environmental laws and regulations creates the opportunity for 
unknown costs and loss contingencies to arise in the future.  
Unknown costs and loss contingencies could also occur due to the 
nature of the Companys business.  The Company is not aware of 
any costs or loss contingencies relating to environmental laws 
and regulations that have not been recorded in its financial 
statements.  However, future environmental costs cannot be 
reasonably estimated due to unknown factors.  Although 
environmental costs may have a significant impact on results of 
operations for any single period, the Company believes that such 
costs will not have a material adverse effect on the Companys 
financial position, results of operations or cash flows.

The Company is party to a number of lawsuits and other 
proceedings arising in the ordinary course of its business.  
While the results of such lawsuits and proceedings cannot be 
predicted with certainty, management does not expect that the 
ultimate liability, if any, will have a material adverse effect 
on the financial position, results of operations, or cash flows 
of the Company.


NOTE 9.  STOCK OPTIONS 

In 1998, the Company created the 1998 stock option plan (the 
Share Plan) to compensate certain directors, officers and 
employees of the Corporation.  The Share Plan, which provides for 
the issuance of up to 2,000,000 common shares, was approved, 
along with the conversion to corporate form, by the then 
unitholders in a special meeting on May 29, 1998.  The Share Plan 
became effective upon the Conversion on June 1, 1998 and does not 
have a fixed termination date.

In 1996, the Partnership created an option plan for its employees 
and management entitled the 1996 Huntway Employee Incentive 
Option Plan (the Unit Plan).  The Unit Plan was approved by the 
unitholders, senior lenders and junior lenders, among others, as 
well as by the U.S. Bankruptcy Court pursuant to the confirmation 
of the Companys prepackaged reorganization plan.  Effective with 
the Conversion, Huntway Refining Company assumed the obligation 
to issue securities under the Unit Plan and will issue one share 
for each unit option exercised.  As of the Conversion on June 1, 
1998 there were 3,957,750 unit options outstanding under the Unit 
Plan and no additional options may be granted subsequent to that 
date.

The Compensation Committee of Huntways Board of Directors 
administers both plans.  No member of the Compensation Committee 
may be an employee of Huntway Refining Company.

On June 16, 1998 options for 200,000 shares were issued under the 
Share Plan at a price of $1.625, which was the closing price of 
the underlying shares on that date.  The options vest 25% on each 
of the first four anniversary dates of the grants and expire on 
June 16, 2008.

On January 27, 1998, 1,098,500 unit options were granted at 
$1.50.  These options vest on October 15, 2000 and expire on 
October 15, 2010.  On the grant date, the market price of the 
units was $2.125.  On April 1, 1998 an additional 70,000 unit 
options were granted at $1.50 that vest on October 15, 2000 and 
expire on October 15, 2010.  On the grant date the market price 
of the units was $1.8125. As a result of these transactions, 
$708,000 in deferred compensation expense will be charged to 
income through 2000.  During 1998, 3,000 options were canceled.

During 1997, no options were granted and options for 21,850 units 
were canceled.

The Unit Plan issued options for 2,815,850 units commensurate 
with the confirmation of the Partnerships prepackaged plan of 
reorganization on December 18, 1996 at an exercise price of $.50 
per unit and expiring on December 18, 2006. All full-time 
employees of the Company at December 18, 1996 received options.  
Also, as part of this plan of reorganization, 1,022,000 
previously issued options at exercise prices of $.625 and $1.00 
per unit were cancelled, however, vesting rights under these 
prior options were retained as part of the new grant.  In 
addition, restructuring warrants exercisable to purchase an 
aggregate of 3,340,757 units held by the senior lenders were 
cancelled while an option to purchase 546,059 units at $.50 per 
unit held by a unit holder and consultant remained outstanding.

Of the 2,815,850 units granted on December 18, 1996, 439,600 
units were fully vested at the date of grant.  The remaining 
2,376,250 units vested on August 22, 1998.  In March 1999, the 
Company issued 102,000 shares upon exercise of 102,000 of these 
options.  In addition, an option for 600,000 units was issued on 
December 18, 1996 to a unit holder and consultant at $.50 a unit.

Options granted on December 18, 1996 at $.50 a unit pursuant to 
the reorganization plan were originally contemplated as part of 
the January 8, 1996 debt restructuring term sheet that had been 
approved by holders of 86% of senior debt and by all the 
Companys junior noteholders.  The market price of the 
Partnerships units at January 8, 1996 was $.375.  However, on 
December 18, 1996, the unit price was $.6875.  Accordingly, in 
accordance with Accounting Principles Board Opinion No. 25, 
$447,000 in deferred compensation expense was charged to income 
through 1998 represented by the difference between the value of 
the shares at the date of grant and the option price times the 
number of units vested under the plan.

Compensation expense related to these grants was recorded in 
1998, 1997 and 1996 of $421,000, $268,000 and $81,000, 
respectively.

The Company accounts for its plans in accordance with Accounting 
Principles Board Opinion No. 25.  Had compensation cost for the 
plans been determined consistent with Statement of Financial 
Accounting Standards No. 123, Accounting for Stock-Based 
Compensation, pro forma net income and net income per share or 
unit would have been $572,000 and $.02, respectively, for 1997 
and $56,262,000 and $4.37, respectively, for 1996. For 1998 the 
difference was not significant.

The weighted average fair value of stock options granted during 
1998 was $362,000.  The fair value of stock options was estimated 
on the grant date using the Black Scholes option pricing model 
with the following weighted average assumptions:  Risk free 
interest rate of 5%; expected life of five years; and expected 
volatility of 70%.

The weighted average fair value of unit options granted during 
1996 was $1,380,000.  The fair value of stock options was 
estimated on the grant date using the Black Scholes option 
pricing model with the following weighted average assumptions:  
Risk free interest rate of 7%; expected life of five years; and 
expected volatility of 73%.

NOTE 10.  SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS

The Company operates in the single reportable business segment of 
petroleum refining.

Export sales were less than 10% of total sales in all periods. 

Two unrelated customers, Ultramar Diamond Shamrock and Mobil Oil, 
accounted for approximately 17% and 11% of revenues in 1998, 
respectively.  One unrelated customer, Ultramar Diamond Shamrock, 
accounted for approximately 25% of revenues in 1997.  Another, 
Chevron, Inc., accounted for approximately 15% of revenues in 
1996.
	




Item 9.  Changes in and Disagreements With Accountants on 
Accounting and Financial Disclosure
	
None.

PART III

Information required to be furnished in this part of the Form 10-
K has been omitted because the Registrant will file with the 
Securities and Exchange Commission a definitive proxy statement 
pursuant to Regulation 14A under the Securities Exchange Act of 
1934 which involves the election of directors not later than 
April 30, 1999.

Item 10.  Directors and Executive Officers of the Registrant

The information set forth under the headings Election of 
Directors, Executive Officers and Section 16(a) Beneficial 
Ownership Reporting Compliance in the Registrants Proxy 
Statement for the annual meeting of stockholders to be held on 
May 12, 1999 is incorporated herein by reference.

Item 11.  Executive Compensation

The information set forth under the headings Compensation 
Committee Interlocks and Insider Participation, Compensation, 
Compensation Committee Report on Executive Compensation and 
Performance Graph in the Registrants Proxy Statement for the 
annual meeting of stockholders to be held on May 12, 1999 is 
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and 
Management

The information set forth under the heading Security Ownership of 
Certain Beneficial Owners and Management in the Registrants 
Proxy Statement for the annual meeting of stockholders to be held 
on may 12, 1999 is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions
The information set forth under the heading Certain Transactions 
in the Registrants Proxy Statement for the annual meeting of 
stockholders to be held on May 12, 1999 is incorporated herein by 
reference.


PART IV

Item 14.  Exhibits, Financial Statements, Financial Statement
Schedules, and Reports on Form 8-K

The financial statements, schedules and exhibits listed below are 
filed as a part of this annual report.
		
(a)(1) Financial Statements 

1) Balance Sheet as of the end of the two most recent 
fiscal years

2) Consolidated statements of operations, statements of 
cash flows, and statement of capital for each of the 
three fiscal years preceding the date of the most 
recent audited balance sheet

(a)(2) Financial Statements Schedules
	
	None

The financial statements schedules are omitted because of the 
absence of the conditions under which they are required or 
because the required information is included in the financial 
statements or notes thereto.

(a)(3) Exhibits

Exhibit
Number	Description of Exhibit							

3.1 	Certificate of Incorporation of Huntway Refining 
	    Company

3.2 	Bylaws of Huntway Refining Company

4.1	Indenture dated as of October 31, 1997 between Huntway 
	   Partners, L.P. and State Street Bank and Trust Company,
	   as trustee, pursuant to which the 9.25% Senior Subordinated 
	   Secured Convertible Notes due 2007 were issued 
	   (incorporated by reference herein to Exhibit 4.1 of the 
	   Report of Huntway Partners, L.P. on Form 8-K, filed 
	   November 17, 1997, Commission file No. 1-10091)
	
4.2 	Form of 9.25% Senior Subordinated Secured Convertible 
	    Note due 2007(included in Exhibit 4.1)(incorporated 
	    by reference herein to Exhibit 4.2 of the 
	    Report of Huntway Partners, L.P. on Form 8-K, filed 
	    November 17, 1997, Commission file No. 1-10091)







Exhibit
Number		Description of Exhibit							


4.3 	First Supplemental Indenture dated as of January 14, 
	    1998 between Huntway Partners, L.P. and State Street 
	    Bank and Trust Company, as trustee, relating to the 
	    9.25% Senior Subordinated Secured Convertible Notes due 
	    2007 (incorporated by reference herein to Exhibit 10.4 
	    of the Report of Huntway Partners, L.P. on Form 8-K, 
	    filed March 31, 1998, Commission file No. 1-10091)

4.4 	Second Supplemental Indenture dated as of March 30, 
	    1998 between Huntway Partners, L.P. and State Street
	    Bank and Trust Company, as trustee, relating to the 
	    9.25% Senior Subordinated Secured Convertible Notes 
	    due 2007

4.6 	Exchange and Purchase Agreement entered into as of October 
	    31, 1997, by and among Huntway Partners, L.P., Lighthouse 
	    Investors, L.L.C., B III Capital Partners, L.P., Contrarian 
	    Capital Fund I, L.P., Contrarian Capital Fund II, L.P., 
	    Oppenheimer Horizon Partners, L.P., Oppenheimer 
	    Institutional Horizon Partners, L.P., Oppenheimer 
	    International Horizon Fund II, Ltd.,  Oppenheimer & Co. 
	    and The & Trust, First Plaza Group Trust and The IBM 
	    Retirement Plan Trust (incorporated by reference herein 
	    to Exhibit 10.2 of the Report of Huntway Partners, L.P. 
	    on Form 8-K, filed November 17, 1997, Commission file 
	    No. 1-10091)

4.7 	Indenture dated as of December 12, 1996 between Huntway 
	    Partners, L.P. and IBJ Schroder Bank & Trust Company 
	    (n/k/a IBJ Whitehall Bank & Trust Company), as trustee, 
	    relating to the Junior Subordinated Notes due 2005, 
	    including the forms of security (incorporated by 
	    reference herein to Exhibit 4.2 of the Report of Huntway 
	    Partners, L.P. on Form 8-K, filed December 27, 1996, 
	    Commission File No. 1-0091)

4.8 	First Supplemental Indenture dated as of October 31, 
	    1997 between Huntway Partners, L.P. and IBJ Schroder 
	    Bank & Trust (n/k/a IBJ Whitehall Bank & Trust Company), 
	    as trustee, relating to the Junior Subordinated Notes 
	    due 2005 (incorporated by reference herein to Exhibit 
	    10.3 of the Report of Huntway Partners, L.P. on Form 8-K, 
	    filed March 31, 1998, Commission file No. 1-10091)

Exhibit
Number		               Description of Exhibit						

4.10	Sequencing and Amendatory Agreement dated as of October 
	    31, 1997 among Huntway Partners, L.P., Sunbelt Refining 
	    Company, L.P., Lighthouse Investors, L.L.C., B III 
	    Capital Partners, L.P., Contrarian Capital Fund I, L.P., 
	    Contrarian Capital Fund II, L.P., Bankers Trust 
	    Company, Massachusetts Mutual Life Insurance Company, 
	    Mellon Bank, N.A., as trustee for First Plaza Group Trust, 
	    Oppenheimer & Company, Inc., as agent for itself and as 
	    agent for Oppenheimer Horizon Partners, L.P., Oppenheimer 
	    Institutional Horizon Partners, L.P., Oppenheimer 
	    International Horizon Fund II Ltd. and The & Trust, The 
	    IBM Retirement Plan Trust, Lindner Growth Fund, Madison 
	    Dearborn Partners III, First Chicago Equity Corporation, 
	    United States Trust Company of New York, as Collateral 
	    Agent under the Intercreditor Agreement, State Street 
	    Bank and Trust Company, as trustee under the indenture 
	    pursuant to which the 9.25 % Senior Subordinated Secured 
	    Convertible Notes due 2007 were issued, and Fleet 
	    National Bank, as trustee under the indenture pursuant 
	    to which the 12% Senior Notes (Other) were issued 
	    (incorporated by reference herein to Exhibit 10.1 of 
	    the Report of Huntway Partners, L.P. on Form 8-K, filed 
	    November 17, 1997, Commission file No. 1-10091)

4.11	Refinancing and Amendatory Agreement dated as of 
	    January 20, 1999 among Huntway Refining Company, 
	    Sunbelt Refining Company, L.P., Lighthouse Investors, 
	    L.L.C., BIII Capital Partners, L.P., Contrarian
	    Capital Fund I, L.P., Contrarian Capital Fund II, L.P., 
	    Mellon Bank, N.A., as trustee for First Plaza Group Trust, 
	    Contrarian Capital Advisors, L.L.C., as agent for the 
	    entities listed under its signature thereon, and The 
	    IBM Retirement Plan Trust, Bankers Trust Company, 
	    Oppenheimer & Co., Inc., Lindner Growth Fund, Madison 
	    Dearborn Partners III and First Chicago Equity Corporation, 
	    United States Trust Company of New York, as Collateral 
	    Agent under the Intercreditor Agreement, State Street 
	    Bank and Trust Company, as trustee under the Senior 
	    Subordinated Indenture, State Street Bank and Trust 
	    Company, as successor in interest to Fleet National 
	    Bank, as trustee under the Senior Indenture, and Boeing 
     Capital Corporation.

4.12	Loan Agreement entered into as of January 20, 1999, 
	    between Boeing Capital Corporation and Huntway 
	    Refining Company(excluding Exhibit A, Approved
	    Project Budget)

4.13	Amendment Number One to Loan Agreement dated as of
     January 31, 1999 between Boeing Capital Corporation
     and Huntway Refining Company




Exhibit
Number		Description of Exhibit							

10.1 	Second Amended and Restated Agreement of Limited 
      Partnership of Sunbelt Refining Company, L.P. 
      (incorporated by reference herein to Exhibit 10.8 
      of the Annual Report of Huntway Partners, L.P. on 
      Form 10-K, filed March 30, 1990, Commission file 
      No. 1-10091)

10.2 	Amended and Restated Ground Lease dated as of July 31, 
      1987 by and between Industrial Asphalt and Huntway 
      Partners, L.P. (incorporated by reference herein to 
      Exhibit 10.7 of the Registration Statement of 
      Huntway Partners, L.P. on Form S-1, filed September 26, 
      1988, Registration No. 33-24445).

10.3 	Amended and Restated Letter of Credit and Reimbursement 
      Agreement dated as of January 20, 1999 by and among 
      Huntway Refining Company, Sunbelt Refining Company, L.P. 
      and Bankers Trust Company (included as Exhibit C to Exhibit
      4.11)

10.4 	First Amendment to Amended and Restated Letter of 
      Credit and Reimbursement Agreement dated as of 
      February 1, 1999 by and among Huntway Refining 
      Company, Sunbelt Refining Company, L.P., and Bankers 
      Trust Company 

10.5 	Huntway Partners, L.P. 1996 Employee Incentive Option 
      Plan dated as of December 12, 1996 (incorporated by 
      reference herein to Appendix C of the Consent Solicitation 
      and Disclosure Statement of Huntway Partners, L.P. on 
      Schedule 14A, filed October 15, 1996, Commission 
      file No. 1-10091)

10.6 	Huntway Refining Company 1998 Stock Incentive Plan 
	
10.7 	Amended and Restated Registration Rights Agreement 
     	entered into as of October 31, 1997, by and among 
	     Huntway Partners, L.P., Lighthouse Investors, L.L.C., 
	     B III Capital Partners, L.P., Contrarian Capital Fund 
	     I, L.P., Contrarian Capital Fund II, L.P., Mellon Bank, 
	     N.A., as trustee for First Plaza Group Trust, 
	     Oppenheimer & Company, Inc., for itself and as agent for 
	     Oppenheimer Horizon Partners, L.P., Oppenheimer 
	     Institutional Horizon Partners, L.P., Oppenheimer 
	     International Horizon Fund II, Ltd. and The & Trust, 
	     The IBM Retirement Plan Trust, First Chicago Equity 
	     Corporation and Madison Dearborn Partners, III 
	     (incorporated by reference herein to Exhibit 10.3 of 
	     the Report of Huntway Partners, L.P. on Form 8-K, filed 
	     November 17, 1997, Commission file No. 1-10091)

10.8 	Settlement and Release dated November 30, 1998, by and 
	     between Andre Danesh and  Huntway Refining Company


21	   Schedule of Subsidiaries (incorporated by reference 
	     herein to Exhibit 22 of the Registration Statement of 
	     Huntway Partners, L.P. on Form S-1, as amended 
	     by Amendment No. 2, filed November 2, 1988, 
	     Registration No. 33-24445).


(b) 	Reports on Form 8-K

     None.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, Huntway Refining Company 
has duly caused this report to be signed on its behalf by 
the undersigned, thereunto duly authorized, on the 31st day 
of March, 1999.

					HUNTWAY REFINING COMPANY

 					By:	/s/ Juan Y. Forster			
						Juan Y. Forster
						President and Chief Executive Officer         
											
Pursuant to the requirements of the Securities Exchange Act 
of 1934, this report has been signed below by the following 
persons on behalf of the registrant and in the capacities 
indicated on March 31, 1999.

          Signature                              	Title
                        	
/s/ Juan Y. Forster	
    Juan Y. Forster			Member of the Board of Directors and
					                 Chief Executive Officer

/s/ Warren J. Nelson	
    Warren J. Nelson	 Member of the Board of Directors and
					                 Executive Vice President and
					                 Chief Financial and Accounting Officer


    Justin S. Huscher 		Member of the Board of Directors

/s/ Samuel M. Mencoff	
    Samuel M. Mencoff 		Member of the Board of Directors

/s/ Harris Kaplan	
    Harris Kaplan 			   Member of the Board of Directors


    John C. McFarland 		Member of the Board of Directors

/s/ Richard Spencer	
    Richard Spencer 			 Member of the Board of Directors




REFINANCING AND AMENDATORY AGREEMENT


Refinancing and Amendatory Agreement dated as of January 20, 1999 
among Huntway Refining Company, a Delaware corporation (the Company), 
Sunbelt Refining Company, L.P. (Sunbelt), Lighthouse Investors, L.L.C., a 
Delaware limited liability company (Lighthouse), B III Capital Partners, 
L.P., a Delaware limited partnership (B III), Contrarian Capital Fund I, 
L.P., a Delaware limited partnership (Contrarian I), Contrarian Capital 
Fund II, L.P., a Delaware limited partnership (Contrarian II), Mellon 
Bank, N.A., as trustee for First Plaza Group Trust (Mellon), Contrarian 
Capital Advisors, L.L.C., as agent for the entities listed under its 
signature hereon (Contrarian), and The IBM Retirement Plan Trust (IBM; 
Lighthouse, B III, Contrarian I, Contrarian II, Mellon, Contrarian and 
IBM being sometimes referred to as the Senior Subordinated Lenders), 
Bankers Trust Company (BT), Oppenheimer & Co., Inc. (Oppenheimer), 
Lindner Growth Fund(Lindner), Madison Dearborn Partners III and First 
Chicago Equity Corporation (the Junior Lenders), United States Trust 
Company of New York, as Collateral Agent under the Intercreditor 
Agreement referred to below (the Collateral Agent), State Street Bank 
and Trust Company, as trustee under the Senior Subordinated Indenture 
referred to below (the Senior Subordinated Trustee), State Street 
Bank and Trust Company, as successor in interest to 
Fleet National Bank, as trustee under the Senior Indenture 
referred to below(the Senior Trustee), and Boeing Capital 
Corporation (Boeing Capital).

RECITALS

The Company is about to enter into a Loan Agreement of even date 
herewith with Boeing Capital (the Boeing Capital Loan Agreement).

The proceeds of the Boeing Capital Loan Agreement are to be used 
for, among other purposes, the retirement of all indebtedness 
outstanding under the Amended and Restated Collateralized Note 
Indenture dated as of December 12, 1996, as supplemented (the Senior 
Indenture), between the Company and the Senior Trustee, including 
both the indebtedness evidenced by the Senior Notes 
(Other) as defined in the Senior Indenture (the Senior Notes 
(Other)) and the indebtedness evidenced by the Senior Notes 
(Sunbelt IDB) as defined in the Senior Indenture (the Senior Notes 
(Sunbelt IDB)).

In connection with the entering into of the Boeing Capital Loan 
Agreement and the retirement of such indebtedness, the parties 
hereto desire to amend and/or consent to deviations from the 
terms of certain other documents and agreements and to take certain 
other actions (including without limitation entering into 
certain other agreements).

NOW THEREFORE, in consideration of the premises, the parties 
hereto agree as follows:

Refinancing-Related Actions.  The parties hereto covenant and 
agree that the following actions, amendments and or consents 
are occurring substantially simultaneously immediately following 
the execution and delivery of this Agreement, regardless of the 
timing of the execution and delivery of the documents and 
instruments related thereto:

The execution and delivery of the Boeing Capital Loan Agreement,  
the related Master Agreement Business Deposit Accounts (the 
Benicia Escrow Agreement) dated January 19, 1999 by and between 
the Company and Bank of America (BofA) and the related notice 
(the Lien Notice) from the Collateral Agent to B of A 
of the Collateral Agents lien on the account at B of As branch 
in California to which the Benicia Escrow Agreement relates 
(the Benicia Escrow Account).

The amendments set forth on Exhibit A hereto to the Amended and 
Restated Intercreditor and Collateral Trust Agreement dated as 
of December 12, 1996, as amended (the Intercreditor Agreement), 
among BT, as issuer of letters of credit under the Existing LOC 
Agreement referred to below, BT, Oppenheimer, Lindner, Mellon, 
the Senior Subordinated Lenders, the Senior Trustee, the 
Senior Subordinated Trustee and the Collateral Agent, as 
acknowledged by the Company and Sunbelt, and the related 
agreements set forth on Exhibit A hereto, to which amendments 
and agreements each of BT, as such issuer of letters of 
credit, BT, Oppenheimer, Lindner, Mellon, the Senior Subordinated 
Lenders, the Senior Trustee, the Senior Subordinated Trustee and 
the Collateral Agent, as all of the parties to the Intercreditor 
Agreement immediately prior to such amendments and agreements, the 
Company and Sunbelt, as acknowledgers of the Intercreditor Agreement, 
and Boeing Capital, as a new party to the Intercreditor Agreement 
by virtue of such amendments and related agreements, hereby agree.

The amendments set forth on Exhibit B hereto to the Amended and 
Restated Collateral Accounts Security Agreement dated as of December 12, 
1996, as amended (the Collateral Accounts Agreement), among the Company, 
Sunbelt, the Collateral Agent and BT, as agent for the Collateral Agent, to 
which amendments each of the Company, Sunbelt, the Collateral Agent and 
BT, as all of the parties to the Collateral Accounts Agreement, hereby 
agree.

The execution and delivery of the Amended and Restated Letter of 
Credit and Reimbursement Agreement set forth on Exhibit C hereto (the 
Restated LOC Agreement) by and among the Company, Sunbelt and BT, 
which amends and restates the Letter of Credit  and Reimbursement 
Agreement dated as of December 12, 1996, as amended (the Existing LOC 
Agreement), between the Company, Sunbelt and BT, to which execution 
and delivery the Company, Sunbelt and BT, as all the parties to the 
Existing LOC Agreement, hereby agree.  

The consents and amendments set forth on Exhibit D hereto to  the 
Indenture dated as of October 15, 1997, as supplemented (the Senior 
Subordinated Indenture), between the Company and the Senior 
Subordinated Trustee, to which consents and amendments the Company 
and the Senior Subordinated Lenders, as all of the Securityholders 
under the Senior Subordinated Debenture Indenture, hereby agree.

[Intentionally Left Blank]
 
The amendments set forth on Exhibit E hereto to the Exchange and 
Purchase Agreement dated as of October 31, 1997 among the Company 
and the Senior Subordinated Lenders, as amended (the Exchange and 
Purchase Agreement), to which amendments the Senior Subordinated 
Lenders, as Three-Fourths in Interest of the Purchasers under the 
Exchange and Purchase Agreement and each of such Purchasers who 
owns at least $3.5 million principal amount of the Notes issued 
to it thereunder, hereby agree.

The consents and amendments set forth on Exhibit F hereto to the 
Amended and Restated Junior Subordinated Debenture Indenture dated 
as of December 12, 1996, as supplemented (the Junior Indenture), 
between the Company and IBJ Schroder Bank & Trust Company (n/k/a 
IBJ Whitehall Bank & Trust Company), as trustee (the Junior Trustee), 
to which consents and amendments the Company and the Junior Lenders, 
as all of the Holders under the Junior Indenture,hereby agree.

The borrowing by the Company from Boeing Capital, pursuant to the 
Boeing Capital Loan Agreement, of $13,389,750 (the Initial Boeing 
Capital Borrowing), the receipt of which is hereby acknowledged by the 
Company.

The payment by the Company of $3,085,755.75 from the proceeds of 
the Initial Boeing Capital Borrowing to Lindner, the receipt of 
which is hereby acknowledged by Lindner, in exchange for all of 
the Senior Notes (Other) held by Lindner, including the Senior 
Note (Other) issued to Lindner as a Secondary Security as defined 
in the Senior Indenture, in the aggregate principal amount 
of $3,065,320.28, duly endorsed for assignment  to the Company, 
the receipt of which is hereby acknowledged by the Company 
(the excess of the amount being paid by the Company over the 
principal amount of such Senior Notes (Other) representing 
interest accrued thereon since December 31, 1998).

The payment by the Company of $808,525.92 from the proceeds of 
the Initial Boeing Capital Borrowing to Mellon, the receipt of 
which is hereby acknowledged by Mellon, in exchange for all of 
the Senior Notes (Other) held by Mellon, including the Senior 
Note (Other) issued to Mellon as a Secondary Security as defined 
in the Senior Indenture, in the aggregate principal amount of 
$766,384.97, duly endorsed for assignment to the Company, the 
receipt of which is hereby acknowledged by the Company  (the 
excess of the amount being paid by the Company over the principal 
amount of such Senior Notes (Other) representing interest accrued 
thereon since December 31, 1998 and prepayment premium).

The payment by the Company of $805,525.92 from the proceeds of 
the Initial Boeing Capital Borrowing to Oppenheimer, the receipt 
of which is hereby acknowledged by Oppenheimer, in exchange for all 
of the Senior Notes (Other) held by Oppenheimer, including the 
Senior Notes (Other) issued to Oppenheimer as a Secondary Security 
as defined in the Senior Indenture, in the aggregate principal amount 
of $766,384.97, duly endorsed for assignment to the Company, 
the receipt of which is hereby acknowledged by the Company  (the 
excess of the amount being paid by the Company over the principal 
amount of such Senior Notes (Other) representing interest accrued 
thereon since December 31, 1998 and prepayment premium).

The surrender by BT to the Company of the Senior Note (Sunbelt 
IDB) held by BT, duly endorsed for assignment to the Company, 
the receipt of which is hereby acknowledged by the Company.

The deposit by the Company of $3,500,000, less amounts credited 
against such $3,500,000 pursuant to the Boeing Capital Loan Agreement 
for expenses already paid by the Company, into the Benicia Escrow 
Account.

The delivery by Sunbelt from the proceeds of the Initial Boeing 
Capital Borrowing (through direct payment by Boeing Capital) to BT, 
as Credit Bank under the Indenture of Trust (the Sunbelt IDB Indenture) 
between Dai-Ichi Kangyo Bank of California, as Trustee, and The 
Industrial Development Authority of the County of Pinal dated as 
of August 1, 1988, of an amount (the IDB Prepayment) equal to 103% 
of the sum of (x) the principal amount of the bonds issued under the 
Sunbelt IDB Indenture that are outstanding on the date 
hereof (the Sunbelt IDBs)  plus (y) $950.00 per day for each day 
subsequent to January 4, 1999 through and including the date hereof, the 
receipt of which sum is hereby acknowledged by BT.  Upon any drawing 
under the Letter of Credit referred to in the Sunbelt IDB Indenture 
(the Sunbelt IDB Letter of Credit), BT shall apply the IDB Prepayment, 
plus an amount (the Interest Equivalent) equivalent to interest on the IDB 
Prepayment from the date hereof (or, if the IDB Prepayment is received 
by BT after 2:00 p.m., Eastern Standard Time, on the date hereof, from 
the first business day after the date hereof) to the date of such draw 
at the rate of 2.51% per annum against amounts owed to BT by 
the Company and Sunbelt in respect of such drawing.  Following 
the cancellation of the IDB Letter of Credit, in the event the 
aggregate amount of all draws on the IDB Letter of Credit honored on 
or after the date hereof exceeds or is less than the sum of the IDB 
Prepayment and the Interest Equivalent, the Company shall pay to BT 
any excess, or BT shall pay to the Company any shortfall, upon demand.
 
The payment by the Company and Sunbelt to BT of all accrued and 
unpaid commissions and commitment fees payable in respect of Letters of 
Credit and the IDB Letter of Credit under Section 2.03 of the Existing LOC 
Agreement, the receipt of which is hereby acknowledged by BT.


The reimbursement by the Company and Sunbelt to BT of all costs 
and expenses incurred by BT and its counsel accrued through the date hereof in 
connection with the negotiation and execution of this Agreement and the 
Exhibits hereto and the transactions contemplated thereby, the receipt of which 
is hereby acknowledged by BT.

Further Assurances. The parties hereto shall (at the Companys 
expense), from time to time, execute and deliver to the Company or to 
such party 
or parties as the Company may designate, any and all further instruments as 
may be necessary or advisable to give full force and effect to the 
provisions of this Agreement and the intent and purposes hereof.  Without 
limiting the generality of the foregoing, each of the parties hereto 
acknowledges and agrees that (a) the signatures of Lindner, Oppenheimer, 
Mellon and BT to this Agreement shall constitute a consent, by Act of such 
parties pursuant to Section 104 of the Senior Indenture, to terminate 
the Senior 
Indenture; (b) the signatures of the Senior Subordinated Lenders  to this 
Agreement shall constitute a written consent of such parties pursuant 
to Section 
9.02 of the Senior Subordinated Indenture to amend, modify and/or 
supplement the 
Senior Subordinated Indenture as specified in Exhibit D hereto; (c) the 
signatures of the Junior Lenders to this Agreement shall constitute a consent, 
by Act of such parties pursuant to Section 104 of the Junior Indenture, to 
amend, modify and/or supplement the Junior Indenture as specified in Exhibit F  
hereto; and (d) each of the parties referred to in clauses (a),  (b) and (c)  
above will (at the Companys expense) execute and deliver instruments or 
documents evidencing such consents reasonably required in connection with the 
Company and the Senior Trustee , the Senior Subordinated Trustee and the Junior 
Trustee entering into supplemental indentures effecting such termination, 
amendments, modifications and/or supplements.

Representations and Warranties; Directing Parties Request, Order 
or Instruction; Agreement of Boeing Capital.  

Each of the parties hereto hereby represents and warrants to the 
other parties hereto that the execution, delivery and performance by it of this 
Agreement are within its corporate, partnership or limited liability 
company power, as applicable, and have been duly authorized by all necessary 
corporate, partnership or limited liability company action, as applicable, 
on the part of such party, and that this Agreement is the legal, valid and 
binding obligation of such party, enforceable against it in accordance with its 
terms.  

BT (i) hereby requests the Collateral Agent to execute and 
deliver this Agreement and the Lien Notice; and (ii) certifies to the 
Collateral Agent that it represents not less than 51% of the LOC 
Obligations (as 
defined in the Intercreditor Agreement) and constitutes Directing Parties (as 
defined in the Intercreditor Agreement) immediately prior to the amendments and 
agreements referred to in paragraph 1(b) above for purposes of such request 
and is entitled to give such direction under the Intercreditor 
Agreement. 


Boeing Capital (i) hereby requests the Collateral Agent to 
execute and deliver the Lien Notice; and (ii) certifies to the Collateral Agent 
that it represents not less than 51% of the outstanding principal amount of the 
Boeing Capital Notes (as defined in the Intercreditor Agreement) and 
constitutes 
Directing Parties (as defined in the Intercreditor Agreement) immediately 
after the amendments and agreement referred to in paragraph 1(b) above for 
purposes of such request and is entitled to give such direction under the 
Intercreditor Agreement.

 Sunbelt hereby represents and warrants to the other parties 
hereto that it has sent to all necessary parties timely written notice of 
Sunbelts direction that the Sunbelt IDBs be redeemed on February 1, 1999 at a 
redemption price equal to the aggregate principal amount of the Sunbelt IDBs 
plus accrued interest thereon to the redemption date, without premium, as 
permitted by Section 2.6(a) of the Sunbelt IDB Indenture.  The Company and 
Sunbelt hereby represent and warrant to the other parties hereto that the 
aggregate principal amount of the Sunbelt IDBs that is outstanding on the date 
hereof is $8,100,000 and that interest on the Sunbelt IDBs has been paid 
through January 4, 1999.

Boeing Capital hereby represents and warrants to the other 
parties hereto that pursuant to the Benicia Escrow Agreement Boeing Capital is 
the only person (other than B of A, to the extent of unpaid account-related 
fees)with authority to direct disbursements from the Benicia Escrow 
Account.  Boeing Capital hereby agrees, for the benefit of each of the other 
parties hereto, (i) that Boeing Capital will not consent to any amendment to 
the 
Benicia Escrow Agreement without the consent of the Collateral Agent (as 
directed by the relevant Directing Parties under the Intercreditor Agreement) 
and BT, and (ii) that Boeing Capital will cause the funds in the Benicia 
Escrow Account to be disbursed pursuant to its authority under the Benicia 
Escrow Agreement in accordance with, and only in accordance with, the Boeing 
Capital Loan Agreement.

Lien on Benicia Escrow Account.  The Company hereby assigns and 
pledges to the Collateral Agent for its benefit and the ratable benefit of the 
Secured Parties (as defined in the Intercreditor Agreement, as amended, 
supplemented, restated or otherwise modified from time to time), and hereby 
grants to the Collateral Agent for its benefit and the ratable benefit of such 
Secured Parties a security interest in, the Benicia Escrow Account and 
the proceeds thereof.  The Company hereby agrees that upon the occurrence of 
an Event of Default (as defined in the Intercreditor Agreement, as amended, 
supplemented, restated or otherwise modified from time to time) the Collateral 
Agent may exercise with respect to the Benicia Escrow Account and the 
proceeds thereof all the rights and remedies of a secured party on default 
under 
the Uniform Commercial Code in effect in the State of California at that 
time.  Any successor to the Collateral Agent shall succeed to the rights, 
powers and privileges of the Collateral Agent under this paragraph.  This 
paragraph shall be governed by, and construed and enforced in accordance with, 
the laws of the State of California.


Effect on Documents.  Except as specifically amended or modified 
herein and in the Exhibits hereto, the Senior Indenture, Senior Subordinated 
Indenture, Exchange and Purchase Agreement, Junior Indenture, Intercreditor 
Agreement, Existing LOC Agreement, Collateral Accounts Agreement and other 
Collateral Documents (as defined in the Intercreditor Agreement) shall 
remain in full force and effect.  Without limiting the foregoing, each of the 
Company and Sunbelt acknowledges and confirms that all obligations of the 
Company and Sunbelt under or in respect of the Restated LOC Agreement, the 
Boeing Capital Loan Agreement and the Senior Subordinated Indenture constitute 
Obligations or Secured Obligations as defined in the Collateral Documents and 
constitute Indebtedness as defined in one or more of  the Guaranties (as 
Guaranties is defined in the Intercreditor Agreement); and the Company and 
Sunbelt hereby ratify and affirm the Collateral Documents to which they are a 
party.

Miscellaneous.

Entire Agreement.  This Agreement, including the Exhibits hereto, 
constitutes the entire agreement of the parties with respect to the subject 
matter hereof and supersedes all other understandings, oral or written, with 
respect to the subject matter hereof.

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

Governing Law. Except as provided in paragraph 4 above, this 
Agreement shall be governed by and construed in accordance with the internal 
laws (as opposed to conflicts of law provisions) of the State of New York.

Headings.  Section headings in this Agreement are included herein 
for convenience of reference only and shall not constitute a part of 
this Agreement for any other purpose.

Successors and Assigns.  This Agreement shall be binding upon 
each of the parties hereto and its successors and assigns.


IN WITNESS WHEREOF, this Agreement has been duly executed as of 
the 20th day of January, 1999.

HUNTWAY REFINING COMPANY

By: 	
Name:
Title:

SUNBELT REFINING COMPANY, L.P.

By:	HUNTWAY REFINING COMPANY,
its sole General Partner

By:  	
Name:
Title:

BANKERS TRUST COMPANY

By:  	
Name:
Title:

BOEING CAPITAL CORPORATION

By:  	
Name:
Title:

MADISON DEARBORN PARTNERS III

By:  	
Name:
Title:



FIRST CHICAGO EQUITY CORPORATION

By:  	
Name:
Title:	




LIGHTHOUSE INVESTORS, L.L.C.

By:  	Lighthouse Capital, LLC, its Manager

By:  	
Name:
Title:

GOLDMAN SACHS & COMPANY
FFC BIII Capital Partners, L.P.

By:  	
Name:
Title:

B III CAPITAL PARTNERS, L.P.

By:	DDJ Capital III, LLC, its General Partner
By:	DDJ Capital Management, LLC, Manager

By:  	
Name:
Title:

CONTRARIAN CAPITAL FUND I, L.P.
By:	Contrarian Capital Management, LLC, its general partner

By:  	
Name:
Title:

CONTRARIAN CAPITAL FUND II, L.P.
By:	Contrarian Capital Management, LLC, its general partner

By:  	
Name:
Title:





CONTRARIAN CAPITAL ADVISORS, L.L.C.,as agent for the entities 
listed below.

By:  	
Name:
Title:
Oppenheimer Horizon Partners, L.P.
Oppenheimer Institutional Horizon Partners, L.P.
Oppenheimer International Horizon Fund II Ltd.
Oppenheimer & Co., Inc.The & Trust




KANE & CO.
As nominee for The Chase Manhattan Bank

By:  	
Name:
Title:

THE CHASE MANHATTAN BANK 
As Directed Trustee For The IBM Retirement
Plan Trust

By:  	
Name:
Title:

LINDNER GROWTH FUND

By:	Ryback Management Corporation

By:  	
Name:
Title:

MELLON BANK, N.A., solely in its capacity as Trustee for First 
Plaza Group 
Trust (as directed by Contrarian Capital Advisors, L.L.C.) and not 
in its individual capacity.

By:  	
Name:
Title:

UNITED STATES TRUST COMPANY OF NEW YORK, as Collateral Agent 
(acting at the direction of parties that constitute Directing 
Parties, as defined in the Intercreditor Agreement, immediately 
prior to the execution and delivery of this Agreement, which direction such 
Directing Parties by their execution and delivery hereof hereby confirm)

By:  	
Name:
Title:

STATE STREET  BANK AND TRUST COMPANY, as successor in interest to 
Fleet National Bank, as trustee under the Senior Indenture

By:  	
Name:
Title:










STATE STREET BANK AND TRUST COMPANY, as 
trustee under the Senior Subordinated Indenture

By:  	
Name:
Title:



EXHIBIT A


AMENDMENTS TO INTERCREDITOR AGREEMENT/RELATED AGREEMENTS

Certain Definitions.	Capitalized terms used in this Exhibit A 
but not otherwise defined herein shall have the meanings given such terms 
in the Refinancing and Amendatory Agreement to which this Exhibit A is 
attached.

Amendments to the Intercreditor Agreement.  The Intercreditor 
Agreement is amended as follow:

Definitions.

The following definitions contained in the Intercreditor 
Agreement are amended as follows:

The definition of Bankers is amended by deleting the words 
Collateralized Note Obligations and.

The definition of Business Day is amended by substituting for the 
words the Indenture Trustee the words Boeing Capital.

The definitions of Collateralized Note Indenture and 
Collateralized Note Obligations are deleted.

The definition of Event of Default is amended by substituting for 
clause (b) thereof the following:  (b) in the case of the Boeing Capital 
Loan Obligations, an Event of Default as defined in the Boeing Capital 
Loan Agreement as a result of a failure to pay any portion of the 
principal of or interest accrued on the Boeing Capital Loan Obligations 
(whether by acceleration or otherwise).

The definition of Financing Agreements is amended by substituting 
for the words the Collateralized Note Indenture, the Senior Notes the 
words the Boeing Capital Loan Agreement, the Boeing Capital Notes.

The definition of IDB Letter of Credit is deleted.

The definition of Indenture Trustee is deleted.

The definition of Letter of Credit Agreement is amended by 
deleting the words that becomes secured by the Replacement LOC 
Collateral.

The definition of Letter of Credit Usage is amended by deleting 
the words (other than the IDB Letter of Credit) each time such words 
appear.

The definition of LOC Bank is amended by deleting the words that 
becomes secured by the Replacement LOC Collateral.

The definition of LOC Obligation is amended by deleting the words 
(other than in respect of the IDB Letter of Credit).

The definition of Ordinary Course Receipts is amended by 
inserting after the word businesses the words (including upon the 
release to Huntway of amounts held pursuant to the Benicia Escrow 
Agreement).

The definition of Permitted Investments is amended by: (A) 
deleting the words and in the Collateralized Note Indenture; 
(B) substituting for the amount $5,000,000 the amount $100,000,000;  
(C) inserting in 
clause (d), immediately after the words Collateral Agent the first 
time they appear, the words (or, in the case of repurchase obligations 
held pursuant to the Benicia Escrow Agreement, to Boeing Capital) and 
immediately after the words Collateral Agent the second time they appear, 
the words (or, in the case of underlying securities held pursuant to 
the Benicia Escrow Agreement, to B of A); (D) inserting in clause 
(e), immediately following the words Collateral Agent, the words 
(or, in the case of deposit or other accounts held pursuant 
to the Benicia Escrow Agreement, with B of A); (E) inserting the 
following at the end of clause (i): (provided that, in the case 
of any such Permitted Investment held pursuant to the Benicia 
Escrow Agreement, the foregoing references in this clause (i) 
to the Collateral Agent shall be deemed references to B of A); 
and (F) inserting in clause (ii), following the words 
Collateral Agent, the words (or, in the case of any such 
Permitted Investment held pursuant to the Benicia Escrow Agreement, 
counsel to Boeing Capital).

The definition of Replacement LOC Collateral is deleted.

The definition of Replacement LOC Collateral Proceeds is deleted.

The definition of Replacement LOC Obligations is deleted.

The definition of Secured Obligations is amended by substituting 
for the words all Collateralized Note Obligations the words all Boeing 
Capital Loan Obligations.

The definition of Secured Parties is amended by deleting the words 
Indenture Trustee and substituting for the words the Senior Note 
Holders the words Boeing Capital.

The definitions of Senior Note Holders, Senior Notes, Senior 
Notes (Other) and Senior Notes (Sunbelt IDB) are deleted.

The definition of Sharing Event is amended by substituting the 
words Boeing Capital Loan Obligations for the words Collateralized 
Note Obligations and by substituting the words Boeing Capital Loan 
Agreement for the words Collateralized Note Indenture.

The following definitions contained in Section 1.1 of the 
Intercreditor Agreement are restated in their entirety to read 
as follows:

Amended Letter of Credit Agreement means the Amended and Restated 
Letter of Credit and Reimbursement Agreement dated as of January 20, 
1999, by and among Huntway, Sunbelt and Bankers, as such agreement 
may be amended, amended and restated or otherwise modified or 
supplemented from time to time.

Directing Parties means the following: 

(x)	for purposes of directing the Collateral Agent with respect 
to any actions to be taken with respect to the Boeing Capital First 
Priority Collateral and the Collateral Documents encumbering such 
Collateral, Secured Parties (other than the Collateral Agent) who hold not less 
than 51% of the outstanding principal amount of the Boeing Capital Notes; 
provided, that upon payment in full of the Boeing Capital Notes, Directing 
Parties for the purposes described in this clause (x) means Secured Parties 
(other than the Collateral Agent) holding not less than 51% of the LOC 
Obligations; provided further, that upon payment in full of the Boeing Capital 
Notes and the LOC Obligations (without replacement of the Amended Letter of 
Credit Agreement by the Replacement Letter of Credit Agreement) and termination 
of the commitments to extend credit thereunder, Directing Parties for the 
purposes described in this clause (x) means Secured Parties (other than the 
Collateral Agent) holding not less than 66-2/3% of the outstanding principal 
amount of the Convertible Notes;

 (y)	for purposes of directing the Collateral Agent with respect 
to the Boeing Capital Second Priority Collateral and all Collateral 
Documents encumbering such Collateral and all Guaranties, Secured Parties 
(other than the Collateral Agent) who hold not less than 51% of the LOC 
Obligations; provided, that upon payment in full of the LOC Obligations 
(without replacement of the Amended Letter of Credit Agreement by the 
Replacement Letter of Credit Agreement) and termination of the commitments to 
extend credit thereunder, Directing Parties for the purposes described 
in this clause (y) means Secured Parties (other than the Collateral Agent) 
holding not less than 51% of the outstanding principal amount of the Boeing 
Capital Notes; provided further, that upon payment in full of the Boeing 
Capital 
Notes and the LOC Obligations (without replacement of the Amended Letter of 
Credit Agreement by the Replacement Letter of Credit Agreement) and 
termination of the commitments to extend credit thereunder, Directing Parties 
for the purposes described in this clause (y) means Secured Parties 
(other than the Collateral Agent) holding not less than 66-2/3% of the 
outstanding principal amount of the Convertible Notes; and 


(z)	for any other purpose, Secured Parties (other than the 
Collateral Agent) who hold not less than 51% of the outstanding principal 
amount 
of the Boeing Capital Notes and not less than 51% of the LOC Obligations; 
provided, that upon payment in full of the Boeing Capital Notes and the LOC 
Obligations (without replacement of the Amended Letter of Credit Agreement by 
the Replacement Letter of Credit Agreement) and termination of the 
commitments to extend credit thereunder, Directing Parties for the purposes 
described in this clause (z) means Secured Parties (other than Collateral 
Agent) 
holding not less than 66-2/3% of the outstanding principal amount of the 
Convertible Notes.

Directing Parties  Request, Order or Instruction means any 
request, order or instruction delivered to a Responsible Officer of the 
Collateral Agent signed by Secured Parties constituting not less than Directing 
Parties and certifying that the parties giving such direction represent one 
or more of (i) not less than 51% of the LOC Obligations, (ii) not less than 51% 
of the outstanding principal amount of the Boeing Capital Notes, or 
(iii) not less than 66-2/3% of the outstanding principal amount of the 
Convertible Notes, and that such parties constitute Directing Parties for 
purposes of such request,order or instruction and are entitled to give such 
direction hereunder.

Huntway means Huntway Refining Company, a Delaware corporation 
that is the successor by merger to Huntway Partners, L.P., a Delaware limited 
partnership.

The following definitions are added to Section 1.10 of the 
Intercreditor Agreement:

Benicia Escrow Agreement means that certain Master Agreement 
Business Deposit Accounts dated January 19, 1999 by and between Huntway 
and B of A, as such agreement may be amended, amended and restated, 
supplemented 
or modified from time to time.

Boeing Capital means Boeing Capital Corporation, in its capacity 
as a holder of the Boeing Capital Obligations.

Boeing Capital Loan Agreement means that certain Loan  Agreement 
dated as of January 20, 1999 by and between Huntway and Boeing Capital, as 
such agreement may be amended, amended and restated, supplemented or modified 
from time to time.

Boeing Capital Loan Obligations means the principal, interest, 
fee and other obligations owed to Boeing Capital arising under the Boeing 
Capital Loan Agreement.


Boeing Capital Notes means the Secured Promissory Note dated 
January 20, 1999 issued by Huntway pursuant to the Boeing Capital Loan 
Agreement and any note or notes issued in replacement or substitution therefor.

Boeing Capital First Priority Collateral means the entire right, 
title and interest that Huntway or Sunbelt, as the case may be,  now has or 
may hereafter acquire in the following Collateral:  

 (i)	 that certain real property described in 
Appendix A to Exhibit A to  the Refinancing and Amendatory 
Agreement under the heading Legal Description of Benicia Property (the Benicia 
Property);

(ii)	that certain real property described in Appendix B to 
Exhibit A to the Refinancing and Amendatory Agreement under the heading Legal 
Description of Wilmington Property (the Wilmington Property);

(iii)	that certain real property described in Appendix C to 
Exhibit A to the Refinancing and Amendatory Agreement under the heading Legal 
Description (the Pinal Property);

(iv)	all buildings, structures, improvements, fixtures, equipment 
and appurtenances now and hereafter owned, constructed, located, 
erected, installed or affixed by or on behalf of Huntway or Sunbelt, as 
the case may be, upon or appurtenant to the Benicia Property, the Wilmington 
Property or the Pinal Property and all replacements and substitutions 
therefor (the Facilities);

(v)	all appurtenances, improvements, easements, pipes, 
transmission lines or wires and other rights used in connection with the 
Benicia 
Property, the Wilmington Property or the Pinal Property or as a means of access 
thereto, whether now or hereafter owned or constructed or placed upon or 
in any such Property or any Facilities (the Appurtenances);

(vi)	all machinery and equipment  of Huntway or Sunbelt, as the 
case may be, if the same is now or hereafter located at or used in connection 
with the Facilities, and all replacements and substitutions therefor (the 
Equipment);


(vii)	all proceeds of any and all of the foregoing, to the 
extent not otherwise included, all payments under insurance or any 
indemnity, warranty or guaranty, payable by reason of loss or damage to or 
otherwise with respect to any of the foregoing.  The term proceeds includes 
whatever is receivable or received when components of the Wilmington Property, 
Benicia Property, Pinal Property, Facilities, Appurtenances,  Equipment or 
proceeds are sold, collected, exchanged or otherwise disposed of, whether such 
disposition is voluntary or involuntary, and includes, without limitation, all 
rights to payment, including returned premiums, with respect to any 
insurance relating thereto; and
 
(viii)	all moneys, investments, reinvestments and proceeds 
held in the account to which the Benicia Escrow Agreement relates.

Boeing Capital First Priority Collateral Proceeds means any funds 
or property received from the collection of, sale or other 
disposition of, set off against or foreclosure upon any of the Boeing Capital 
First Priority Collateral.

Boeing Capital Second Priority Collateral means all Collateral 
other than Boeing Capital First Priority Collateral, and includes, without 
limitation, all Collateral as defined in the Amended and Restated Current 
Assets Pledge and Security Agreement and the Collateral Accounts Security 
Agreement included in the Collateral Documents (other than the account to which 
the Benicia Escrow Agreement relates).

Boeing Capital Second Priority Collateral Proceeds means any 
funds or property received from the collection of, sale or other 
disposition of, set off against or foreclosure upon any of the Boeing Capital 
Second Priority Collateral.

B of A means Bank of America.

Refinancing and Amendatory Agreement means the Refinancing and 
Amendatory Agreement dated as of January 20, 1999 among Huntway, Sunbelt, 
the Secured Parties and others.

Section 2 Amendments.

 Section 2.1B(1) of the Intercreditor Agreement is amended by (i) 
deleting the word FOURTH in the first paragraph thereof and substituting the 
word THIRD therefor, and (ii) deleting clauses FIRST through FIFTH therefrom 
and substituting the following therefor:

FIRST:  To the payment of the reasonable costs and expenses of 
such sale, collection or other realization, including reasonable 
compensation to the Collateral Agent and its agents and counsel, and to the 
payment of any and all reasonable expenses and costs and all other liabilities 
and indemnification made, incurred or suffered by the Collateral Agent and its 
agents and counsel, including (but limited to) amounts required to be provided 
to the Collateral Agent pursuant to subsection 3.14, in connection therewith or 
in connection with this Agreement or the Collateral Documents (which costs and 
expenses, expenses and costs and other liabilities and indemnification 
shall be charged against the sub-accounts of the Distribution Account as 
provided in Section 3.2C);

SECOND: After payment in full of the outstanding obligations 
described in subsection 2.1(B)(1) FIRST, then:

(x)	if there shall be any Boeing Capital Loan Obligations 
outstanding, all Boeing Capital First Priority Collateral Proceeds shall be 
applied to the ratable payment of all Boeing Capital Loan Obligations, provided 
that there shall have occurred a Sharing Event described in clause (a) of 
the definition thereof or described in clause (b) of such definition 
relating to 
the Boeing Capital Loan Obligations; if there shall not be any Boeing 
Capital Loan Obligations outstanding, or if after giving effect to the 
preceding provisions of this clause (x) any Boeing Capital First Priority 
Collateral Proceeds remain, all Boeing Capital First Priority Collateral 
Proceeds, or remaining Boeing Capital First Priority Collateral Proceeds, shall 
be applied in the same manner as Boeing Capital Second Priority Collateral 
Proceeds;  and

(y)	all Boeing Capital Second Priority Collateral Proceeds and 
Guaranty Proceeds shall be applied as follows: first, to the ratable 
payment of all LOC Obligations, provided that there shall have occurred a 
Sharing Event described in clause (a) of the definition thereof or described in 
clause (b) of such definition relating to the LOC Obligations; second, after 
giving effect to the provisions of clause first, to the ratable payment of all 
Boeing Capital Loan Obligations, provided that there shall have occurred a 
sharing Event described in clause (a) of the definition thereof or described in 
clause (b) of such definition relating to the Boeing Capital Loan Obligations; 
and third, after giving effect to the provisions of clauses first and 
second, to 
the ratable payment of the Convertible Note Obligations; and 

THIRD:  After payment in full of all Secured Obligations, to the 
payment to or upon the order of Huntway, or to whomsoever may be lawfully 
entitled to receive the same or as a court of competent jurisdiction may 
direct, of any surplus then remaining from such Ordinary Course Receipts, 
Extraordinary Proceeds, Guaranty Proceeds and other amounts.

The foregoing distributions set forth in FIRST through THIRD to 
the contrary notwithstanding, should Huntway or Sunbelt assert that any 
Secured Party other than the Collateral Agent  has committed a 726 Action  (as 
defined in Section 2.8 hereof): (i) any distributions that would otherwise be 
made hereunder to such Secured Party  shall be suspended unless such Secured 
Party has debt offerings rated BBB+ or better by Moodys Investor Service, Inc. 
or an equivalent rating by another recognized rating agency (any such 
Secured Party  being Investment Grade) and shall be held by the Collateral 
Agent in a separate investment account and invested in Cash Equivalents as 
directed by such Secured Party until there is a Final Judgment (as defined in 
Section 2.9 hereof); (ii)  the Secured Party alleged to have committed the 
726 Action (unless it is Investment Grade) shall receive no distributions 
until either the affected Secured Party or Parties have received payment in 
full of the Secured Obligations owed to them or there has been a Final 
Judgment holding that such Secured Party did not commit a 726 Action or 
such 726 
Action did not damage the other Secured Parties; and (iii) should there be a 
Final Judgment holding that any such Secured Party committed a 726 Action that 
adversely affected the distributions hereunder to any other Secured Party 
or Parties, payments otherwise payable to the Secured Party committing the 
726 Action shall be paid within fifteen (15) days of the entry of such Final 
Judgment to the adversely affected Secured Party or Parties until such 
Secured Party or Parties have been paid in full for the damages suffered 
by them 
as a result of such 726 Action.

Section 2.1B(2) of the Intercreditor Agreement is amended by 
deleting all of the words following the words subsection 2.1(B)(1) above.

Section 2.1C(3) of the Intercreditor Agreement is amended to 
substitute for the words SECOND through FIFTH the words SECOND or THIRD.

 Section 2.2 of the Intercreditor Agreement is restated to read 
as follows:

2.2	Amendments to Letter of Credit Agreement or Boeing Capital 
Loan Agreement.  

(1)	The LOC Bank hereby agrees that it shall enter into no 
amendment, modification or waiver of any provision of the Letter of Credit 
Agreement having the effect of (i) decreasing the aggregate stated amount 
of letters of credit permitted to be outstanding thereunder to below 
$17,500,000, (ii) increasing the aggregate stated amount of letters of credit 
permitted to be outstanding thereunder to above $25,000,000, or (iii) 
shortening 
the maturity of the LOC Banks commitment to issue letters of credit 
thereunder, without the concurrence of the Directing Parties; provided, 
however, 
that the LOC Bank may terminate the Amended Letter of Credit Agreement if, 
concurrently with such termination, Huntway enters into a Replacement Letter of 
Credit Agreement.

(2)	Boeing Capital agrees that it shall enter into no amendment, 
modification or waiver of any provision of the Boeing Capital 
Loan Agreement or the Boeing Capital Notes having the effect of (i) increasing 
the aggregate principal amount of notes permitted to be outstanding thereunder 
to above $20,000,000 or (ii) shortening the maturity of the Boeing Capital 
Notes, without the concurrence of the Directing Parties.


Section 2.3 of the Intercreditor Agreement is amended by (A) 
deleting the words (other than with respect to the IDB Letter of Credit) in 
clause (i) of the first sentence thereof; (B) deleting the words (other than 
the IDB Letter of Credit) each time they appear in such clause (i); (C) 
substituting for the word Bankers in clause (iv) of the first sentence thereof 
the words Boeing Capital; (D) substituting the word Collateral for the words 
Replacement  LOC Collateral at the end of the first sentence thereof; (E) 
substituting for the second sentence thereof the following:  As used herein, a 
Replacement Letter of Credit Agreement means any agreement to issue letters 
of credit for the account of Huntway containing the following terms and 
conditions:  (i) the letters of credit issued thereunder shall be used 
solely to 
support (x) purchases of crude oil and inventory, (y) obligations under 
hedging agreements relating to the price of crude oil and (z) on a backup 
basis, letters of credit outstanding under the Amended Letter of Credit 
Agreement during the transition period following the replacement thereof by 
such agreement; (ii) the aggregate stated amount of letters of credit 
issued thereunder shall not exceed $25,000,000; (iii) the term of such 
agreement shall not be less than 12 months; and (iv) the obligations of 
Huntway thereunder shall not be secured by any assets of Huntway or its 
affiliates other than the Collateral; as such agreement may be amended, 
amended and restated, supplemented or modified from time to time.; and (E) 
deleting the final sentence thereof.

Section 2.4(b) of the Intercreditor Agreement is amended by 
substituting for the text prior to the proviso therein the following: 

The security interests granted for the benefit of the Secured 
Parties in particular Collateral may be released at any time upon receipt by 
the Collateral Agent of both (x) a Directing Parties, Request, Order 
or  Instruction issued by Secured Parties who are at such time 
Directing Parties with respect to actions to be taken with respect to such 
Collateral and (y) a certificate from those other Secured Parties. if any, who, 
under the definition of Directing Parties, could become Directing Parties 
with respect to actions to be taken with respect to such Collateral pursuant 
to the proviso(s) in such definition, which certificate directs the 
Collateral Agent to release such Collateral and certifies that such Secured 
Parties could become Directing Parties under the circumstances described in 
this clause (y) and are entitled to give such certificate hereunder.

Section 2.5 of the Intercreditor Agreement is recaptioned Notices 
of Events of Default and the following sentence is added at the end of such 
Section:

Boeing Capital agrees to promptly notify each of the other 
Secured Parties of the occurrence of an Event of Default under the Boeing 
Capital Loan Agreement or an acceleration of the payment of the Boeing Capital 
Loan Obligations thereunder.

Section 2.6 of the Intercreditor Agreement is restated to read as 
follows:

2.6	Instructions to Senior Subordinated Indenture Trustee.

The holders of the Convertible Note Obligations party to this 
Agreement agree to give written instructions to the Senior Subordinated 
Indenture Trustee to take actions (with sufficient particularity of 
instruction) 
consistent with the agreements of such holders under this Agreement.

(ix)	The following sections are added following Section 2.7 of the 
Intercreditor Agreement:

2.8	Actions with respect to the Huntway or Sunbelt Assets.  

Secured Parties agree and acknowledge that the Collateral 
includes real property  located within the States of Arizona and California.  
Secured Parties other than the Collateral Agent further agree and 
acknowledge that they are familiar with the provisions of California Code of 
Civil Procedure Section 726 (Section 726), and while they do not believe 
that it 
applies to the relationships between Huntway, Sunbelt and Secured Parties, 
each agrees to act in a manner as if Section 726 applied.  Thus, each Secured 
Party other than the Collateral Agent agrees that notwithstanding anything in 
Section 3.8 hereof to the contrary, it shall not commit an action within the 
meaning of Section 726 to recover any Secured Obligation or enforce any 
right secured by any deed of trust or mortgage included in the Collateral 
Documents (726 Action), which such actions include, among other actions, 
exercising rights of set-off against any of the Huntway or Sunbelt assets, 
regardless of whether such assets are pledged to Collateral Agent for the 
benefit of Secured Parties but shall exclude actions taken in accordance with 
the Code on Collateral in which it has a security interest.

2.9	Indemnification with respect to an Asserted 726 Act.  

Each Secured Party other than the Collateral Agent (each, an 
Indemnifying Party) shall pay, indemnify, defend, and hold every other Secured 
Party (each, an Indemnified Person), harmless (to the fullest extent 
permitted by law) from and against any and all suits, actions, and damages, 
and all reasonable attorneys fees, including those incurred in 
proceedings brought pursuant to the Bankruptcy Code and disbursements and other 
costs and expenses actually incurred in connection therewith (as and when they 
are incurred), at any time incurred by such Indemnified Person as a result of a 
breach or violation by such Indemnifying Party of its obligations under 
Section 2.8 hereof, as determined in a final judgment (Final Judgement) by a 
court of competent jurisdiction in either a proceeding brought among 
Secured Parties or a proceeding brought by Huntway or Sunbelt against the 
Collateral Agent or other Secured Parties seeking to prevent a foreclosure 
under 
one or more of the Collateral Documents encumbering the real property.  
Any sums 
not paid by or on behalf of a Secured Party other than the Collateral Agent  
(including, without limitation, payments made pursuant to the final paragraph 
of Section 2.1B(1) hereof from distributions withheld from such 
Secured Party)  within 15 days of the date of entry of a Final Judgment holding 
that such Secured Party  breached or violated its obligations under Section 
2.8 hereof shall bear interest, compounded monthly, at the rate of  ten 
percent (10%) per annum from the date of entry at such Final Judgment.

Section 3 Amendments.

Section 3.2A of the Intercreditor Agreement is amended by adding 
the following Section 3.2A(3):

(3)	The Collateral Agent shall segregate in separate sub-
accounts in the Distribution Account the moneys that are the proceeds of the 
Boeing Capital First Priority Collateral and the moneys that are the 
proceeds of 
the Boeing Capital Second Priority Collateral and the Guaranty Proceeds.

Section 3.2C of the Intercreditor Agreement is amended by 
substituting for the second sentence thereof the following sentence: All such 
investments of moneys segregated in a particular sub-account of the 
Distribution 
Account, and the interest and income received thereon and the net proceeds 
realized on the sale thereof, shall be held in the Distribution Account as part 
of the Collateral and segregated in such sub-account., and by adding the 
following sentence at the end of such Section:  Such costs and expenses 
shall be charged against the particular sub-account to which such costs 
and expenses relate or, if such costs and expenses relate to both sub-
accounts, pro rata in proportion to the then outstanding amount of the LOC 
Obligations and the Boeing Capital Loan Obligations.  In the event that the 
charges against either sub-account exceed the amount in such sub-account (the 
underfunded sub-account) at such time, the Collateral Agent may charge the 
other 
sub-account for the amount of such excess, provided that the Collateral Agent 
shall restore amounts charged to such sub-account from deposits, if 
any, that are thereafter made to the underfunded sub-account prior to making 
any other distributions from the underfunded sub-account. 

Section 3.4(a) of the Intercreditor Agreement is amended by (A) 
substituting for the word Bankers each time it appears the words Boeing 
Capital, (B) substituting for the words Collateralized Note Indenture the 
words Boeing Capital Loan Agreement and deleting the words the 
Indenture Trustee.

Section 3.5 of the Intercreditor Agreement is amended by deleting 
the words , the Indenture Trustee,.

The last sentence of Section 3.8 of the Intercreditor Agreement 
is amended by inserting the words , but subject to Section 2.8 hereof 
immediately after the words In furtherance and not in limitation of the 
foregoing.

Section 3.9 of the Intercreditor Agreement is amended by 
substituting for clause (b) thereof the following:

(b)	payments by the Collateral Agent with respect to the Boeing 
Capital Loan Obligations shall be made to Boeing Capital.

Section 3.10 of the Intercreditor Agreement is amended by (A) 
substituting for the words by the Indenture Trustee as to any amounts payable 
with respect to the Collateralized Note Obligations the words by Boeing Capital 
as to any amounts payable with respect to the Boeing Capital Loan 
Obligations, (B) substituting for the words Collateralized Note Obligations 
the words Boeing Capital Loan Obligations, and (C) substituting for the 
words or the Indenture Trustee the words or Boeing Capital.


Section 3.12(c) of the Intercreditor Agreement is amended by (A) 
substituting for the words Collateralized Note Obligations the words Boeing 
Capital Loan Obligations and (B) substituting for the words Senior Notes 
the words Boeing Capital Notes.

Section 3.19(b) is amended by substituting for the words the 
Indenture Trustee the words Boeing Capital, the Senior Subordinated 
Indenture Trustee.

Notices.  Section 4.1 of the Intercreditor Agreement is amended 
by substituting for the third sentence thereof the following 
sentence:  For purposes hereof, the address of Boeing Capital shall be 4060 
Lakewood Boulevard, Long Beach, California 90808-1700, Attention: Vice 
President - Taxes and Associate General Counsel (until notice of a change 
thereof is delivered as provided in this subsection 4.1)..

Amendments and Waivers.  The first sentence of Section 4.2 of the 
Intercreditor Agreement is restated to read as follows: 

This Agreement may be amended, amended and restated, supplemented 
or otherwise modified by an instrument or instruments in writing signed by the 
Collateral Agent, Secured Parties holding not less than 51% of the LOC 
Obligations (if any such LOC Obligations are outstanding), Secured Parties 
(other than the Collateral Agent) holding not less than 51% of the Boeing 
Capital Loan Obligations (if any such Obligations are outstanding), and 
Secured Parties (other than the Collateral Agent) holding not less than 66-2/3% 
of the outstanding Convertible Note Obligations (if any such Obligations 
are outstanding. 

Schedule B.  Schedule B to the Intercreditor Agreement is amended 
by adding the following items:

15.	 Paragraph 4 of the Refinancing and Amendatory Agreement;

16.	That certain Assignment and Assumption dated as of May 29, 
1998 between Huntway Partners, L.P. and Huntway Refining Company;

17.	That certain Affirmation of Amended and Restated Huntway 
Managing Partner Guaranty Agreement dated as of May 29, 1998 by Huntway 
Managing Partner, L.P. in favor of the Secured Parties;


18.	That certain Affirmation of Amended and Restated Sunbelt 
Pledge and Security Agreement dated as of May 29, 1998 by Sunbelt for the 
benefit of the Collateral Agent for and representative of the Secured Parties;

19.	That certain Affirmation of Amended and Restated Assets 
Pledge and Security Agreement With Respect to Huntway Special General 
Partner Pledge and Security Agreement dated as of May 29, 1998 by Huntway 
Holdings, L.P. for the benefit of the Collateral Agent, as collateral agent for 
and representative of the Secured Parties;

20.	That certain Affirmation of Amended and Restated Current 
Pledge and Security Agreement dated as of May 29, 1998 by the Company, for 
the benefit of the Collateral Agent, as collateral agent for and representative 
of  the Secured Parties;

21.	That certain Affirmation of Amended and Restated Huntway 
Pledge and Security Agreement dated as of May 29, 1998 by the Company, for 
the benefit of the Collateral Agent, as collateral agent for and representative 
of  the Secured Parties;

22.	That certain Affirmation of Amended and Restated Pledge and 
Security Agreement With Respect to Huntway Managing Partner Pledge and 
Security Agreement dated as of May 29, 1998 by Huntway Managing Partner, 
L.P. for the benefit of the Collateral Agent, as collateral agent for and 
representative of the Secured Parties;

23.	That certain Affirmation of Amended and Restated Sunbelt 
Guaranty Agreement dated as of May 29, 1998 by Sunbelt for the benefit of 
the Secured Parties;

24.	That certain Affirmation of Amended and Restated Huntway 
Special General Partner Guaranty Agreement dated as of May 29, 1998 by Huntway 
Holdings, L.P. for the benefit of the Secured Parties;

25.	That certain Affirmation of Amended and Restated Collateral 
Accounts Security Agreement dated as of May 29, 1998 by the Company and 
Sunbelt for the benefit of the Collateral Agent, as collateral agent for and 
representative of the Secured Parties and BT as an agent of the Collateral 
Agent 
maintaining certain accounts for the Company and Sunbelt; and


26.	That certain Affirmation of Amended and Restated Huntway 
Guaranty Agreement dated as of May 29, 1998 by the Company for the benefit 
of the Secured Parties.
 .
(g)	Schedule I.  Schedule I to the Intercreditor Agreement is 
amended by replacing the second sentence thereof with the following:  The 
undersigned has entered into a Replacement Letter of Credit Agreement with 
Huntway Refining Company, a Delaware corporation, and requests that the 
obligations thereunder be secured by the Collateral (as defined in the 
Intercreditor Agreement.

Agreements.

Effective simultaneously with the amendments contained in Section 
2 above,State Street Bank and Trust Company, as successor in interest to 
Fleet National Bank, as the Indenture Trustee, BT, as the holder of the 
Senior Notes (Sunbelt IDB), and Mellon, Oppenheimer and Lindner, as the 
holders of Senior Notes (Other), shall cease to be parties to the Intercreditor 
Agreement and Boeing Capital, as the holder of the Boeing Capital Notes (as 
defined in Section 2 above), shall become a party to the Intercreditor 
Agreement.  BT shall remain a party to the Intercreditor Agreement in its 
capacity as LOC Bank thereunder.

The rights of the Collateral Agent under Section 3.14(a) of the 
Intercreditor Agreement shall survive the amendment of the Intercreditor 
Agreement pursuant to the Refinancing and Amendatory Agreement to which this 
Exhibit A is attached.  Nothing contained in such Refinancing and Amendatory 
Agreement or any Exhibit thereto shall be deemed to limit any obligations of 
any Secured Party ceasing to be a Secured Party on the date hereof under 
Section 3.14(a) of the Intercreditor Agreement with respect to liabilities 
under 
such Section arising from any action or inaction taken or omitted to be taken 
prior to the date hereof.

Appendices A, B and C attached to this Exhibit A are an integral 
part hereof.



APPENDIX A

Legal Description of Benicia Property


The real property situated in the State of California, County of 
Solano, and described as follows:

PARCEL ONE:

Parcel 6-3, as shown on the map entitled: PARCEL MAP, A PORTION 
OF BOOK 9 OF SURVEYS AT PAGE 11, filed in the office of the recorder of Solano 
County, California on September 29, 1980 in Book 21 of Parcel Maps, at 
Pages 29 and 30, Certificate of Correction of said herein described parcel map 
Dated November 20, 1981 and Recorded November 23, 1981 in Book 1981, 
Page 83012, Instrument No. 49164, Solano County Records.

EXCEPTING THEREFROM all oil, gas, casinghead gas, asphaltum, 
other hydrocarbons, and all chemical gas, now or hereafter found, 
situated or located in all or any part or portion of said land lying below a 
depth of more than five hundred feet (500') below the surface thereof together 
with the right to slant drill for and remove all or any of said oil, gas, 
casinghead gas, asphaltum, other hydrocarbons and chemical gas lying below a 
depth of five hundred feet (500'), but without any right whatsoever to 
enter upon the surface of said land or upon any part of said lands within five 
hundred feet vertical distance below the surface thereof, as excepted in the 
Deed Executed by Shareholder Properties Ltd., a Liquidated Partnership, 
Recorded October 17, 1930 in Book 1980, Page 74533, Instrument No. 45437.

PARCEL TWO:

Being a portion of Parcel B as shown on the Parcel Map filed 
September 21, 1984 in Book 26 of Parcel Maps at Page 95, Solano County Records, 
more particularly described as follows:


Beginning at the most Northeasterly corner of Parcel 6-3, as 
shown on Parcel Map 21 PM 29, filed September 29, 1980, County of Solano; 
thence 
S 78 degrees 11' 23 W 27.60 feet to the beginning of a curve concave to the 
Southeast having a radius of 366.24 feet; thence Westerly and Southerly 
along the curve 12.26 feet through a central angle of 1 degrees 55' 02 to the 
true point of beginning; thence along the same curve 229.05 feet through a 
central angle 35 degrees 49' 58; thence S 40 degrees 26' 23 W 60.00 feet to the 
beginning of a curve concave to the Northwest having a radius of 398.24 feet; 
thence along the curve 315.71 feet through a central angle of 45 degrees 25' 
21; thence N 5 degrees 20' 31 W 14.51 feet to the beginning of a curve concave 
to the Northwest having a radius of 392.24 feet; thence along the curve 
302.71 feet through a central angle of 44 degrees 13' 06 thence N 40 degrees 
26' 23 E 49.63 feet to the beginning of a curve concave to the Southeast 
having a radius of 392.24 feet; thence along the curve 231.15 feet through 
a central angle of 33 degrees 45' 52; thence N 81 degrees 45' 26 E 17.72 
feet; thence S 14 degrees 56' 47 E 11.50 feet to the true point of beginning.

PARCEL THREE:

An easement for oil pipeline purposes, as described in the 
Indenture Recorded August 31, 1981 in Book 1981, Page 64066, Instrument No. 
37021, and as described in the Indenture Recorded August 31, 1981 in Book 1981, 
Page 64118, Instrument No. 37022.

PARCEL FOUR:

An easement for Rail Spur Right-Of-Way, as described in that 
certain document Recorded July 7, 1987 in Book 1987, Page 92804 of Official 
Records, Instrument No. 45732, described as follows:

Beginning at the most easterly point of Parcel B (PM 26-95) as 
defined by the intersection of the property line bearing north 41 degrees 39 
minutes 00 seconds west and the property line bearing north 50 degrees 36 
minutes 51 seconds east; thence south 50 degrees 36 minutes 51 seconds west 
106.67 feet; 
thence north 41 degrees 31 minutes 30 seconds west 252.96 feet to 
the true point of beginning; thence north 41 degrees 31 minutes 30 seconds 
west 22.92 feet to the beginning of a curve concave to the south having a 
radius of 366.24 feet and whose radial bears north 19 degrees 15 minutes 39 
seconds east; thence along the curve 198.61 feet through a central angle 
of 31 degrees 04 minutes 16 seconds; thence south 78 degrees 11 minutes 23 
seconds west 196.89 feet to the beginning of a curve concave to the southeast 
having a radius of 366.24 feet; thence 12.26 feet along the curve through 
a central angle of 1 degree 55 minutes 02 seconds; thence north 14 degrees 
56 minutes 47 seconds west 36.26 feet; thence north 78 degrees 11 minutes 23 
seconds east 211.13 feet to the beginning of a curve concave to the south 
having a radius of 402.24 feet; thence along the curve 218.13 feet through a 
central angle of 31 degrees 04 minutes 16 seconds; thence south 70 degrees 44 
minutes 21 seconds east 20.00 feet; thence south 19 degrees 15 minutes 39 
seconds west 47.19 feet to the true point of beginning.



APPENDIX B

Legal Description of Wilmington Property

(All recording references are to the
Official Records of Los Angeles County, California)

A leasehold estate as to the following described Parcels 1, 2 and 
3 as created by that certain Ground Lease dated March 1, 1979 by and between 
Huntmix Inc., a California corporation, as landlord, and Huntway Refining 
Company, a California limited partnership, as tenant, as amended and 
restated in full by that certain Amended and Restated Ground Lease (the Ground 
Lease) dated as of July 31, 1987 by and between Industrial Asphalt, a 
California 
joint venture (as successor in interest to Huntmix, Inc., a California 
corporation) as landlord, and Huntway Refining Company, a California limited 
partnership, as tenant.  (A memorandum of said Ground Lease was recorded 
September 30, 1987 as Instrument No. 87-1566656 of official records, and re-
recorded on January 11, 1988 as Document No. 88-34444.)

As to part of Parcel 1, such leasehold estate under the Ground 
Lease is a subleasehold under that certain Commercial Lease dated April 14, 
1981 by and between Southern Pacific Transportation Company as landlord and 
Huntmix, Inc., a California corporation, as tenant; and as to Parcels 2 and 3, 
such leasehold estate under the Ground Lease is a subleasehold under that 
certain Industrial Lease dated April 14, 1981 by and between Southern Pacific 
Transportation Company as landlord and Huntmix, Inc., a California corporation, 
as tenant.  
(A memorandum of said Commercial Lease and said Industrial Lease 
was recorded on January 11, 1988 as Document No. 88-34443.)

An option to purchase an interest in the following described 
Parcels 1, 2, 3 and 4 and other real property created by that certain option 
agreement (the Option Agreement) dated June 24, 1985 between Industrial 
Asphalt, 
a California joint venture, as optionor, and Huntway Refining 
Company, a California limited partnership, the predecessor in interest to 
Huntway Refining Company L.P., as optionee.  (A memorandum of said Option 
Agreement was recorded on September 30, 1987 as Document No. 87-1566656 and 
re-recorded on January 11, 1988 as Document No. 88-34444.)

An easement as to the following described Parcel 4 as created by 
the instrument described therein.


PARCEL 1:

ALL OF PARCEL A EXCEPT THE NORTHERLY 15.00 FEET THEREOF, OF 
PARCEL MAP, L.A. NO. 5085, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, 
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 66 AND 67 OF 
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH 
A PORTION OF LOT 1, OF TRACT 13038, IN SAID CITY, COUNTY AND STATE AS PER MAP 
RECORDED IN BOOK 254 PAGE 20 OF MAPS IN SAID COUNTY RECORDERS OFFICE, 
DESCRIBED AS FOLLOWS:





BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 1, THENCE SOUTH 17 
DEGREES 09 MINUTES 45 SECONDS WEST ALONG THE SOUTHEASTERLY LINE OF SAID LOT 
1, 605.96 FEET; THENCE NORTH 72 DEGREES 47 MINUTES 25 SECONDS WEST 90.19 
FEET; THENCE NORTH 18 DEGREES 18 MINUTES 55 SECONDS WEST 251.00 FEET MORE OR 
LESS TO A POINT ON THE NORTHWESTERLY LINE OF SAID LOT 1; THENCE NORTH 29 
DEGREES 54 MINUTES EAST ALONG SAID NORTHWESTERLY LINE 411.61 FEET, MORE OR 
LESS TO THE NORTHWEST CORNER OF SAID LOT 1; THENCE SOUTH 72 DEGREES 50 
MINUTES 15 SECONDS EAST, ALONG THE MOST NORTHERLY LINE OF SAID LOT 1, 145.11 
FEET TO THE POINT OF BEGINNING.

PARCEL 2:

A STRIP OF LAND 45.00 FEET WIDE BEING PARALLEL WITH AND ADJACENT 
TO THE WESTERLY LINE OF THE ABOVE MENTIONED PARCEL A OF PARCEL MAP L.A. 
NO. 5085 AND THE WESTERLY LINE OF THE ABOVE MENTIONED LOT 1, OF TRACT 
13038, BOTH IN SAID CITY, COUNTY AND STATE, BEING BOUNDED ON THE SOUTH BY THE 
NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID LOT 1 OF SAID 
TRACT NO. 13038, AND BOUNDED ON THE NORTH BY THE NORTHWESTERLY PROLONGATION OF 
THE SOUTHERLY LINE OF THE NORTHERLY 15.00 FEET OF SAID PARCEL A OF SAID PARCEL 
MAP L.A. NO. 5085.

PARCEL 3:

RIGHT OF WAY FOR RAILROAD PURPOSES AN EXCLUSIVE RIGHT OF WAY AS 
PROVIDED IN DEEDS RECORDED IN BOOK 13 PAGE 615, IN BOOK 14 PAGE 301 AND IN 
BOOK 18 PAGE 63 ALL OF DEEDS, OVER A STRIP OF LAND 35.00 FEET WIDE BEING 
PARALLEL WITH AND ADJACENT TO THE EASTERLY LINE OF THE ABOVE MENTIONED PARCEL A 
OF PARCEL MAP L.A. NO. 5085 AND THE EASTERLY LINE OF THE ABOVE MENTIONED LOT 1 
OF TRACT NO. 13038, BOTH IN SAID CITY, COUNTY AND STATE, BEING BOUNDED ON THE 
SOUTH BY THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID LOT 
1 OF SAID TRACT NO. 13038, AND BOUNDED ON THE NORTH BY THE SOUTHEASTERLY 
PROLONGATION OF THE SOUTHERLY LINE OF THE NORTHERLY 15.00 FEET OF SAID PARCEL A 
OF SAID PARCEL MAP L.A. NO. 5085.

PARCEL 4:

EASEMENT FOR THE BENEFIT OF PARCEL 1 FOR INGRESS AND EGRESS AS 
CREATED BY PRIVATE ROAD CROSSING INDENTURE DATED MARCH 13, 1981 AND RECORDED 
MARCH 17, 1981 AS INSTRUMENT NO. 81-273017 OFFICIAL RECORDS BY AND BETWEEN 
SOUTHERN PACIFIC TRANSPORTATION COMPANY AND HUNTMIX, INC.




APPENDIX  C

Legal Description

A parcel of land situated in the N of Section 10, Township 6 
South, Range 8 
East, Gila and Salt River Base and Meridian, Pinal County, 
Arizona, more 
particularly described as follows:

Commencing for a tie at an Arizona Department of Transportation 
(ADOT) Cap which is the North West section corner of said Section 10 from 
whence a  I.P. which is the N  corner bears N 89 o58'00E a distance of 
2631.89 feet, thence from said North West section corner N89o58'00E along the 
North section line a distance of 1492.93 feet to a point which is the TRUE 
POINT OF BEGINNING;

Thence S0o10'05W a distance of 33.00 feet to a point on the Pinal 
County road easement and Southern Pacific Railroad right-of-way;

Thence continuing S0o10'05W along said railroad right-of-way a 
distance of 847.00 feet;

Thence N89o58'00E a distance of 1820.00 feet to a point;

Thence N0o10'05E a distance of 880.00 feet to a point on the 
North section line;

Thence S89o58'00W along the North section line a distance of 
1820.00 feet to the TRUE POINT OF BEGINNING.

Comprising 36.77 acres more or less.


EXHIBIT B

AMENDMENTS TO COLLATERAL ACCOUNTS AGREEMENT

Amendments to the Collateral Accounts Agreement.  The Collateral 
Accounts Agreement is amended as follows:

Definitions.

The following definitions contained in the Collateral Accounts 
Agreement are amended and restated as follows:

Collateralized Note Indenture means the Amended and Restated 
Collateralized Note Indenture dated as of December 12, 1996 between Huntway and 
Fleet National Bank, as trustee, as the same has been amended, 
supplemented, restated or otherwise modified prior to January 20, 1999.

Event of Default shall have the meaning assigned to such term in 
each of the Letter of Credit Agreement, the Boeing Capital Loan Agreement and 
the Senior Subordinated Indenture.

Letters of Credit means the letters of credit issued under the 
Letter of Credit Agreement or the Replacement Letter of Credit Agreement.

Permitted Encumbrances shall have the meaning assigned to the 
term Permitted Liens in the Letter of Credit Agreement.

Potential Event of Default shall have the meaning assigned to 
such term in each of the Letter of Credit Agreement and the Senior 
Subordinated Indenture and the meaning assigned to the term Default in the 
Boeing Capital Loan Agreement.

Replacement Letter of Credit Agreement shall have the meaning 
assigned to such term in the Intercreditor Agreement.

Secured Obligations means all obligations and liabilities of 
every nature of Pledgors owing to Secured Parties now or hereafter existing 
under or arising out of or in connection with the Letter of Credit Agreement, 
the Replacement Letter of Credit Agreement, the Boeing Capital Loan Agreement, 
the Boeing Capital Notes, the Senior Subordinated Indenture, the Convertible 
Notes, the Intercreditor Agreement and each of the Collateral Documents and 
all extensions, or renewals thereof, whether for principal, interest 
(including, without limitation, interest that, but for the filing of a 
petition in bankruptcy with respect to Pledgors, would accrue on such 
obligations), reimbursement of amounts drawn under Letters of Credit, fees, 
commissions, expenses, indemnities or otherwise, whether voluntary or 
involuntary, direct or indirect, absolute or contingent, liquidated or 
unliquidated, whether or not jointly owed with others, and whether or not from 
time to time decreased or extinguished and later increased, created or 
incurred, 
and all or any portion of such obligations or liabilities that are paid, to the 
extent all or any part of such payment  is avoided or recovered directly or 
indirectly from Collateral Agent as a preference, fraudulent transfer or 
otherwise, and all obligations of every nature of Pledgors now or hereafter 
existing under this Agreement.

The following definitions are added to Section 1 of the 
Collateral Accounts Agreement:

Boeing Capital means Boeing Capital Corporation, a Delaware 
corporation.

Boeing Capital Loan Agreement means the Loan  Agreement dated as 
of January 20, 1999 between Boeing Capital and Huntway, as the same 
may be amended, supplemented, restated or otherwise modified from time 
to time.

Boeing Capital Notes means the Secured Promissory Note dated 
January 20, 1999 issued by Huntway pursuant to the Boeing Capital Loan 
Agreement and any note or notes issued in replacement or substitution therefor.

The definition of CDSA Account is deleted from Section 1 of the 
Collateral Accounts Agreement.

CDSA Account.  Section 5 of the Collateral Accounts Agreement is 
deleted.

Continuing Security Interest; Transfer of Obligations.  Section 
20 of the Collateral Accounts Agreement is amended by (A) substituting for 
the words and the cancellation or expiration of all outstanding Letters of 
Credit and the IDB Letter of Credit (as defined in the Letter of Credit 
Agreement) and for the subsequent words and the cancellation or expiration of 
all outstanding Letters of Credit and the IDB Letter of Credit the 
words or the commitment pursuant to the Replacement Letter of Credit Agreement 
and the cancellation or expiration of all outstanding Letters of Credit.


EXHIBIT C

AMENDED AND RESTATED LETTER OF CREDIT
	AND
	REIMBURSEMENT AGREEMENT

	This AMENDED AND RESTATED LETTER OF CREDIT AND 
REIMBURSEMENT AGREEMENT is dated as of January 20, 
1999 and entered into by and among  HUNTWAY REFINING 
COMPANY, a Delaware corporation that is the successor 
by merger to Huntway Partners, L.P., a Delaware 
limited partnership (Huntway), SUNBELT REFINING 
COMPANY, L.P., a Delaware limited partnership 
(Sunbelt), and BANKERS TRUST COMPANY (Bankers).

PRELIMINARY STATEMENTS

A.	Huntway Partners, L.P., the predecessor 
in interest to Huntway, Sunbelt, and Bankers have 
heretofore entered into that certain Letter of Credit 
and Reimbursement Agreement dated as of June 22, 1993, 
as amended by that certain First Amendment to Letter 
of Credit and Reimbursement Agreement dated as of 
December 12, 1996, that certain Sequencing and 
Amendatory Agreement dated as of October 31, 1997, 
that certain Third Amendment to Letter of Credit and 
Reimbursement Agreement dated as of November 30, 1997, 
that certain Fourth Amendment to Letter of Credit and 
Reimbursement Agreement dated as of August 31, 1998 
and that certain Fifth Amendment to Letter of Credit 
and Reimbursement Agreement dated as of January 5, 
1999 (said Letter of Credit Agreement, as so amended, 
being the Existing Letter of Credit Agreement), 
pursuant to which Bankers has made certain 
commitments, subject to the terms and conditions set 
forth in the Existing Letter of Credit Agreement, to 
extend certain letter of credit facilities to Huntway 
and Sunbelt.

B.	Huntway and Sunbelt have entered into 
that certain Refinancing and Amendatory Agreement 
dated as of January 20, 1999 with Lighthouse 
Investors, L.L.C., a Delaware limited liability 
company, B III Capital Partners, L.P., a Delaware 
limited partnership, Contrarian Capital Fund I, L.P., 
a Delaware limited partnership, Contrarian Capital 
Fund II, L.P., a Delaware limited partnership, Mellon 
Bank, N.A., as trustee for First Plaza Group Trust, 
Contrarian Capital Advisors, L.L.C., as agent for the 
entities listed under its signature thereon, The IBM 
Retirement Plan Trust, Bankers, Oppenheimer & Co., 
Inc., Lindner Growth Fund, Madison Dearborn 
Partners III and First Chicago Equity Corporation, 
United States Trust Company of New York, as Collateral 
Agent under the Intercreditor Agreement referred to 
therein, State Street Bank and Trust Company, as 
trustee under the Senior Subordinated Indenture 
referred to therein, State Street Bank and Trust 
Company, as successor in interest to Fleet National 
Bank, as trustee under the Senior Indenture referred 
to therein, and Boeing Capital Corporation (Boeing 
Capital) (the Refinancing and Amendatory Agreement).  
Pursuant to the Refinancing and Amendatory Agreement, 
among other things, (i) Huntway will enter into the 
Senior Note Agreement with Boeing Capital; 
(ii) Bankers will return to Huntway for cancellation 
its Variable Rate Senior Secured Note (Sunbelt IDB) 
(the Senior Note (Sunbelt IDB)) issued under that 
certain Amended and Restated Collateralized Note 
Indenture dated as of December 12, 1996 between 
Huntway and Fleet National Bank, as Trustee (the 
Senior Note Indenture), and (iii) the priority of the 
security interests securing the obligations under the 
Existing Letter of Credit Agreement in respect of the 
IDB Letter of Credit and the Letters of Credit will be 
revised as set forth in the amendments to the 
Intercreditor Agreement set forth in Exhibit  A to the 
Refinancing and Amendatory Agreement.

C.	Huntway, Sunbelt, and Bankers desire to 
amend and restate the Existing Letter of Credit 
Agreement as provided herein in order to provide for, 
among other things, (i) the addition of certain 
affirmative and negative covenants as set forth 
herein, (ii) the modification of the reimbursement 
obligation in respect of the IDB Letter of Credit, 
(iii) the modification of the commitment termination 
date in respect of Letters of Credit, and (iv) the 
revision of other covenants, warranties and defaults 
as set forth herein.

NOW, THEREFORE, in consideration of the 
premises and in order to induce Bankers to enter into 
the Refinancing and Amendatory Agreement, to amend the 
Existing Letter of Credit Agreement as provided 
therein, and to return to Huntway the Senior Note 
(Sunbelt IDB), and for other good and valuable 
consideration, the receipt and adequacy of which are 
hereby acknowledged, the parties hereto hereby agree 
to amend and restate the Existing Letter of Credit 
Agreement in its entirety as follows:

ARTICLE I
DEFINITIONS 

Section 1.01. Definitions.  Unless otherwise 
indicated in this Agreement, the capitalized terms 
used herein shall have the following meanings:
Affiliate, as applied to any Person, means any 
other Person directly or indirectly controlling, 
controlled by, or under common control with, that 
Person.  For purposes of this definition, control 
(including with correlative meaning, the terms 
controlling, controlled by and under common control 
with), as applied to any Person, means the possession, 
directly or indirectly, of the power to direct or 
cause the direction of the management and policies of 
that Person, whether through the ownership of voting 
securities or memberships or by contract or otherwise.
Agreement means this Amended and Restated Letter 
of Credit and Reimbursement Agreement as it may be 
amended, supplemented or otherwise modified from time 
to time.
Authorized Officer means,  with respect to 
Huntway, any president, vice president, secretary, 
controller, treasurer, assistant vice president, 
assistant secretary or assistant treasurer of Huntway.
Bankers has the meaning set forth in the intro-
ductory paragraph of this Agreement.
 Bankruptcy Code means Title 11 of the United 
States Code entitled Bankruptcy, as now and hereafter 
in effect, or any successor statute.
Base Rate means, for any day, the rate of interest 
per annum equal to the greater of (a) the rate 
announced by Bankers from time to time as its prime 
lending rate for domestic commercial loans (such rate 
not necessarily being the lowest rate which Bankers 
charges to a borrower or group of borrowers) in effect 
on such day and (b) (i) the rate on overnight Federal 
funds transactions with members of the Federal Reserve 
System arranged by Federal funds brokers, as published 
for such day (or, if such day is not a Business Day, 
the next succeeding Business Day) by the Federal 
Reserve Bank of New York, or (ii) if such rate is not 
so published for any day which is a Business Day, the 
average of the quotations for such day on such 
transactions received by Bankers from three Federal 
funds brokers of recognized standing selected by it 
plus in each case specified in (i) and (ii) .50% per 
annum, each change in the Base Rate to be effective as 
of the opening of business on the day such change 
occurs.  If for any reason Bankers shall have 
determined that it is unable to ascertain the rate on 
overnight Federal funds transactions, including, 
without limitation, the inability or failure of 
Bankers to obtain sufficient bids or publications in 
accordance with the terms hereof, the Base Rate shall 
be the prime lending rate of Bankers until the 
circumstances giving rise to such inability no longer 
exist.
Business Day means a day which is not (i) a 
Saturday, Sunday or legal holiday under the laws of 
the State of New York or (ii) any other day on which 
banking institutions in the State of New York or in 
any jurisdiction in which the office of Bankers at 
which drawings under any Letter of Credit must be 
presented are authorized or required to be closed.
Capital Lease, as applied to any Person, means any 
lease of any property (whether real, personal or 
mixed) by that Person as lessee that, in conformity 
with GAAP, is accounted for as a capital lease on the 
balance sheet of that Person.
Cash Equivalents means (i) marketable direct 
obligations issued or unconditionally guarantied by 
the United States Government or issued by an agency 
thereof and backed by the full faith and credit of the 
United States, in each case maturing within six months 
from the date of acquisition thereof; (ii) marketable 
direct obligations issued by any state of the United 
States of America or any political subdivision of any 
such state or any public instrumentality thereof 
maturing within six months from the date of 
acquisition thereof and, at the time of acquisition, 
having the highest rating obtainable from either 
Standard & Poors Corporation or Moodys Investors 
Service; (iii) commercial paper maturing no more than 
270 days from the date of creation thereof and, at the 
time of acquisition, having a rating of at least A-2 
or P-2 from either Standard & Poors Corporation or 
Moodys Investors Services; and (iv) time deposits, 
certificates of deposit (whether or not Eurodollar in 
nature), bankers acceptances, repurchase agreements, 
reverse repurchase agreements, Eurodollar time 
deposits maturing within one year or similar 
investments maturing within 12 months from the date of 
acquisition thereof issued by Bankers.
Collateral means all real and personal property of 
Huntway and Sunbelt on which a lien exists for the 
benefit of Bankers in its capacity as letter of credit 
issuer under this Agreement, the holders of the Senior 
Notes and the holders of the Convertible Notes, 
subject to the terms of the Intercreditor Agreement.
Collateral Account Agreement means that certain 
Collateral Accounts Security Agreement dated as of 
December 12, 1996 by and among Huntway, Sunbelt and 
Collateral Agent, as the same may be amended, restated 
or otherwise modified from time to time.
Collateral Agent means United States Trust 
Company of New York (or its successor), the entity 
named in the Intercreditor Agreement as collateral 
agent under the Intercreditor Agreement and the 
Security Documents.
Commercial Letters of Credit means any dollar-
denominated commercial letter of credit issued, deemed 
issued or extended by Bankers for the account of 
Huntway for the benefit of Exxon Company U.S.A. or one 
of its Affiliates pursuant to Section 2.01 of this 
Agreement for the purpose of supporting the purchases 
and exchanges of crude and crude products by Huntway 
in the normal course of business or for other purposes 
which have previously been approved by Bankers.
Commitment means the Letter of Credit Commitment.
Commitment Termination Date means December 31, 
1999.
Compliance Certificate means a certificate 
executed by Authorized Officers of Huntway who are 
authorized to certify as to the matters contained in 
such certificate.
Consolidated Capital Expenditures means, for any 
period, the aggregate of all expenditures (whether 
paid in cash or accrued as liabilities and including 
that portion of Capital Leases capitalized on the 
consolidated balance sheet of Huntway and its 
Subsidiaries, excluding (i) the interest portion of 
Capital Leases to the extent not required to be 
capitalized and (ii) expenditures made in connection 
with the replacement, substitution or restoration of 
assets to the extent financed (a) from insurance 
proceeds received from third party insurers paid on 
account of the loss of or damage to the assets being 
replaced or restored or (b) with awards of 
compensation arising from the taking by eminent domain 
or condemnation of the assets being replaced) by 
Huntway and its Subsidiaries during the relevant 
period that, in conformity with GAAP, should be 
included in the property, plant or equipment reflected 
in the consolidated balance sheet of Huntway and its 
Subsidiaries.
Consolidated EBITDA means, for any period, the sum 
(without duplication) of (i) Consolidated Net Income, 
(ii) Consolidated Interest Expense, (iii) provisions 
for taxes based on income, (iv) to the extent 
Consolidated Net Income has been reduced thereby, 
amortization expense, depreciation expense and other 
non-cash expenses, and (v) other non-cash items 
reducing Consolidated Net Income less other non-cash 
items increasing Consolidated Net Income, all as 
determined on a consolidated basis for Huntway and its 
Subsidiaries in conformity with GAAP.
Consolidated Interest Expense means, for any 
period, interest expense with respect to all 
outstanding Indebtedness of Huntway and its 
Subsidiaries for such period determined on a 
consolidated basis in conformity with GAAP; provided 
that Consolidated Interest Expense shall not include 
(i) letter of credit fees and commissions on the 
Letters of Credit, (ii) amortization of original issue 
discount or (iii) for purposes of Section 5.15, any 
interest not paid in cash.
Consolidated Net Income means, for any period, the 
net income (or loss) determined in conformity with 
GAAP of Huntway and its Subsidiaries on a consolidated 
basis, consolidated in conformity with GAAP for such 
period taken as a single accounting period; provided 
that there shall be excluded (i) the income (or loss) 
of any Person accrued prior to the date it becomes a 
Subsidiary of Huntway or is merged into or 
consolidated with Huntway or any of its Subsidiaries 
or that Persons assets are acquired by Huntway or any 
of its Subsidiaries, (ii) the income (or loss) related 
to (x) any merger, consolidation, liquidation, winding 
up or dissolving of Huntway or any of its Subsidiaries 
or (y) any conveyance, sale, lease, sub-lease, 
transfer or other disposition of all or any 
substantial part of Huntways or any Subsidiarys 
business or rights related thereto, property (whether 
leased or owned in fee) or fixed assets outside the 
ordinary course of business and (iii) the income of 
any Subsidiary of Huntway to the extent that the 
declaration or payment of dividends or similar 
distributions by that Subsidiary of that income is not 
at the time permitted by operation of the terms of its 
charter or any agreement, instrument, judgment, 
decree, order, statute, rule or governmental 
regulation applicable to that Subsidiary; and provided 
further, that letter of credit fees and commissions on 
the Letters of Credit shall be treated as an operating 
expense in calculating Consolidated Net Income.
Contingent Obligation, as applied to any Person, 
means any direct or indirect liability, contingent or 
otherwise, of that Person (i) with respect to any 
Indebtedness, lease, dividend or other obligation of 
another if the primary purpose or intent thereof by 
the Person incurring the Contingent Obligation is to 
provide assurance to the obligee of such obligation of 
another that such obligation of another will be paid 
or discharged, or that any agreements relating thereto 
will be complied with, or that the holders of such 
obligation will be protected (in whole or in part) 
against loss in respect thereof, (ii) with respect to 
any letter of credit issued for the account of that 
Person or as to which that Person is otherwise liable 
for reimbursement of drawings, or (iii) under Interest 
Rate Agreements and Currency Agreements.  Contingent 
Obligations shall include, without limitation, (a) the 
direct or indirect guaranty, endorsement (otherwise 
than for collection or deposit in the ordinary course 
of business), co-making, discounting with recourse or 
sale with recourse by such Person of the obligation of 
another, (b) the obligation to make take-or-pay or 
similar payments if required regardless of non-
performance by any other party or parties to an 
agreement, and (c) any liability of such Person for 
the obligation of another through any agreement 
(contingent or otherwise) (x) to purchase, repurchase 
or otherwise acquire such obligation or any security 
therefor, or to provide funds for the payment or 
discharge of such obligation (whether in the form of 
loans, advances, stock purchases, capital 
contributions or otherwise) or (y) to maintain the 
solvency or any balance sheet item, level of income or 
financial condition of another if, in the case of any 
agreement described under subclauses (x) or (y) of 
this sentence, the primary purpose or intent thereof 
is as described in the preceding sentence.  The amount 
of any Contingent Obligation shall be equal to the 
amount of the obligation so guaranteed or otherwise 
supported or, if less, the amount to which such 
Contingent Obligation is specifically limited.
Convertible Notes means the 9-1/4% Senior 
Subordinated Secured Convertible Notes due 2007 issued 
by Huntway under the Senior Subordinated Indenture.
Crude Supply Subfacility has the meaning set forth 
in Section 2.01D.
Currency Agreement means any foreign exchange 
contract, currency swap agreement, futures contract, 
option contract, synthetic cap or other similar 
agreement or arrangement to which Huntway or any of 
its Subsidiaries is a party.
Designated Officer means, with respect to Huntway 
and Sunbelt, the president, chief financial officer or 
controller of Huntway.
Effective Date means the date on which the 
condition to the effectiveness of this Agreement set 
forth in Section 3.01 is satisfied.
Employee Benefit Plan means any employee benefit 
plan within the meaning of Section 3(3) of ERISA that 
is maintained for employees of Huntway or any ERISA 
Affiliate of Huntway.
Environmental Claim means any written accusation, 
allegation, notice of violation, claim, demand, 
abatement order or other order or direction 
(conditional or otherwise) by any governmental 
authority or any Person for any damage, including, 
without limitation, personal injury (including 
sickness, disease or death), tangible or intangible 
property damage, contribution, indemnity, indirect or 
consequential damages, damage to the environment, 
nuisance, pollution, contamination or other adverse 
effects on the environment, or for fines, penalties or 
restrictions, in each case relating to, resulting from 
or in connection with Hazardous Materials and relating 
to Huntway, any of its Subsidiaries, any of their 
respective Affiliates or any Facility.
Environmental Laws means all statutes, ordinances, 
orders, rules, regulations or decrees and similar 
provisions having the force and effect of law relating 
to (i) environmental matters, including, without 
limitation, those relating to fines, injunctions, 
penalties, damages, contribution, cost recovery 
compensation, losses or injuries resulting from the 
Release or threatened Release of Hazardous Materials, 
(ii) the generation, use, storage, transportation or 
disposal of Hazardous Materials, or (iii) occupational 
safety and health, industrial hygiene, land use or the 
protection of human, plant or animal health or safety, 
in any manner applicable to Huntway or any of its 
Subsidiaries or any or their respective properties, 
including, without limitation, the Comprehensive 
Environmental Response, Compensation, and Liability 
Act (42 U.S.C.  9601 et seq.), the Hazardous 
Materials Transportation Act (49 U.S.C.  1801 et 
seq.), the Resource Conservation and Recovery Act (42 
U.S.C.  6901 et seq.), the Federal Water Pollution 
Control Act ( 33 U.S.C.  1251 et seq.), the Clean Air 
Act (42 U.S.C.  7401 et seq.), the Toxic Substances 
Control Act (15 U.S.C.  2601 et seq.), the Federal 
Insecticide, Fungicide and Rodenticide Act (7 U.S.C. 
136 et seq.), the Occupational Safety and Health Act 
(29 U.S.C.  651 et seq.) and the Emergency Planning 
and Community Right-to-Know Act (42 U.S.C.  11001 et 
seq.), each as amended or supplemented, and any 
analogous future or present local, state and federal 
statutes and regulations promulgated pursuant thereto, 
each as in effect as of the date of determination.
ERISA means the Employee Retirement Income 
Security Act of 1974, as amended and any successor 
statute.
ERISA Affiliate, as applied to any Person, means 
(i) any corporation that is a member of a controlled 
group of corporations within the meaning of Sec-
tion 414(b) of the Internal Revenue Code of which that 
person is, or was at any time, a member, (ii) any 
trade or business (whether or not incorporated) that 
is a member of a group of trades or businesses under 
common control within the meaning of Section 414(c) of 
the Internal Revenue Code of which that Person is a 
member and (iii) any member of an affiliated service 
group within the meaning of Section 414(m) or (o) of 
the Internal Revenue Code of which that Person, any 
corporation described in clause (i) above or any trade 
or business described in clause (ii) above is a 
member.
ERISA Event means (i) a reportable event described 
in Section 4043 of ERISA and the regulations issued 
thereunder with respect to any Pension Plan (excluding 
those for which the provision for 30-day notice to the 
PBGC has been waived by regulation); (ii) the failure 
to meet the minimum funding standard of Section 412 of 
the Internal Revenue Code with respect to any Pension 
Plan (whether or not waived in accordance with Section 
412(d) of the Internal Revenue Code) or the failure to 
make by its due date a required installment under 
Section 412(m) of the Internal Revenue Code with 
respect to any Pension Plan or the failure to make any 
required contribution to a Multiemployer Plan; 
(iii) the provision by the administrator of any 
Pension Plan pursuant to Section 4041(a)(2) of ERISA 
of a notice of intent to terminate such plan in a 
distress termination described in Section 4041(c) of 
ERISA; (iv) the withdrawal by Huntway or any of its 
ERISA Affiliates from any Pension Plan with two or 
more contributing sponsors or the termination of any 
such Pension Plan resulting in liability pursuant to 
Sections 4063 or 4064 of ERISA; (v) the institution by 
the PBGC of proceedings to terminate any Pension Plan, 
or the occurrence of any event or condition which 
could constitute grounds under ERISA for the 
termination of, or the appointment of a trustee to 
administer, any Pension Plan; (vi) the imposition of 
liability on Huntway or any of its ERISA Affiliates 
pursuant to Section 4062(e) or 4069 of ERISA or by 
reason of the application of Section 4212(c) of ERISA; 
(vii) the withdrawal by Huntway or any of its ERISA 
Affiliates in a complete or partial withdrawal (within 
the meaning of Sections 4203 and 4205 of ERISA) from 
any Multiemployer Plan if there is any potential 
liability therefor, or the receipt by Huntway or any 
ERISA Affiliate of notice from any Multiemployer Plan 
that it is in reorganization or insolvency pursuant to 
Section 4241 or 4245 of ERISA or that it intends to 
terminate or has terminated under Section 4041A or 
4042 of ERISA; (viii) the occurrence of an act or 
omission which could give rise to the imposition on 
Huntway or any of its ERISA Affiliates of fines, 
penalties, taxes or related charges under Chapter 43 
of the Internal Revenue Code or under Section 409 or 
502(c), (i) or (l) or 4071 of ERISA in respect of any 
Employee Benefit Plan; (ix) the assertion of a 
material claim (other than routine claims for 
benefits) against any Employee Benefit Plan (other 
than any Multiemployer Plan) or the assets thereof, or 
against Huntway or any of its ERISA Affiliates in 
connection with any such plan; (x) receipt from the 
Internal Revenue Service of notice of the failure of 
any Pension Plan (or any other Employee Benefit Plan 
intended to be qualified under Section 401(a) of the 
Internal Revenue Code) to qualify under Section 401(a) 
of the Internal Revenue Code, or the failure of any 
trust forming part of any Pension Plan to fail to 
qualify for exemption from taxation under Section 
501(a) of the Internal Revenue Code; or (xi) the 
imposition of a Lien pursuant to Section 401(a)(29) or 
412(n) of the Internal Revenue Code or pursuant to 
ERISA with respect to any Pension Plan.
Event of Default has the meaning set forth in 
Section 6.01.
Existing Letter of Credit Agreement has the 
meaning set forth in the recitals to this Agreement.
 Facilities means any and all real property 
(including, without limitation, all buildings, 
fixtures or other improvements located thereon) now, 
hereafter or heretofore owned, leased, operated or 
used by Huntway or any of its Subsidiaries or any of 
their respective predecessors or Affiliates.
GAAP means generally accepted accounting princi-
ples set forth in the opinions and pronouncements of 
the Accounting Principles Board of the American Insti-
tute of Certified Public Accountants and statements 
and pronouncements of the Financial Accounting 
Standards Board or in such other statements by such 
other entity as may be approved by a significant 
segment of the accounting profession, which are 
applicable to the circumstances as of the date of 
determination.
Governmental Authorization means any permit, 
license, authorization, plan, directive, consent order 
or consent decree of or from any federal, state or 
local governmental authority, agency or court.
Guaranty, as applied to any Person, means all loan 
commitments of that Person and all obligations of that 
Person guaranteeing in any manner, whether directly or 
indirectly, any obligation of any other Person for the 
payment of principal or interest with respect to 
borrowed money.
Hazardous Materials means (i) any chemical, 
material or substance at any time defined as or 
included in the definition of hazardous substances, 
hazardous wastes, hazardous materials, extremely 
hazardous waste, restricted hazardous waste, 
infectious waste, toxic substances or any other 
formulations intended to define, list or classify 
substances by reason of deleterious properties such as 
ignitability, corrosivity, reactivity, 
carcinogenicity, toxicity, reproductive toxicity, TCLP 
toxicity or EP toxicity or words of similar import 
under any applicable Environmental Laws; (ii) any oil, 
petroleum, petroleum fraction or petroleum derived 
substance; (iii) any drilling fluids, produced waters 
and other wastes associated with the exploration, 
development or production of crude oil, natural gas or 
geothermal resources; (iv) any flammable substances or 
explosives; (v) any radioactive materials; 
(vi) asbestos in any form; (vii) urea formaldehyde 
foam insulation; (viii) electrical equipment which 
contains any oil or dielectric fluid containing levels 
of polychlorinated biphenyls in excess of fifty parts 
per million; (ix) pesticides; and (x) any other 
chemical, material or substance, exposure to which is 
prohibited, limited or regulated by any governmental 
authority or which may or could pose a hazard to the 
health and safety of the owners, occupants or any 
Persons in the vicinity of the Facilities.
Hedging Subfacility has the meaning set forth in 
Section 2.01D.
Huntway means Huntway Refining Company, a Delaware 
corporation.
 IDB Bonds means the $8,600,000 aggregate 
principal amount of The Industrial Development 
Authority of the County of Pinals Variable/Fixed Rate 
Demand Industrial Development Revenue Bonds Series 
1988 (Sunbelt Refining Company, L.P. Project) issued 
pursuant to the IDB Indenture to finance the 
acquisition, construction and equipping by Sunbelt of 
an asphalt refinery in the County of Pinal, Arizona.
IDB Indenture means that certain Indenture of 
Trust dated as of August 1, 1988 between The 
Industrial Development Authority of the County of 
Pinal and the Dai-Ichi Kangyo Bank of California, as 
trustee, pursuant to which the IDB Bonds were issued.
IDB Letter of Credit means that certain 
Irrevocable Letter of Credit No. S04377 dated 
October 5, 1988 in the original stated amount of 
$9,510,411.00 issued by Bankers to the Trustee under 
the IDB Indenture to support payment of the IDB Bonds, 
as amended to date and as the same may be further 
amended from time to time.
Incremental Subfacility has the meaning set forth 
in Section 2.01D.
Indebtedness, as applied to any Person, means 
without duplication, (a) any liability of any Person 
(i) for borrowed money, or under any reimbursement 
obligation relating to a letter of credit or a 
bankers acceptance, or (ii) evidenced by a bond, 
note, debenture or similar instrument (including a 
purchase money obligation given in connection with the 
acquisition of any businesses, properties or assets of 
any kind, other than a trade payable or a current 
liability arising in the ordinary course of business), 
or (iii) for the payment of money with respect to a 
Capital Lease, or (iv) in respect of an interest rate, 
currency, commodity or other hedge or protection 
arrangement; (b) any guarantee with respect to 
Indebtedness (of the kind otherwise described in this 
definition) of another Person; and (c) any amendment, 
supplement, modification, deferral, renewal, extension 
or refunding of any liability of the types referred to 
in clauses (a) and (b) above.
Indemnitee has the meaning set forth in Section 
7.06.
Intercreditor Agreement means that certain 
Amended and Restated Intercreditor and Collateral 
Trust Agreement dated as of December 12, 1996, by and 
among Bankers (in its capacity as issuer of Letters of 
Credit hereunder), the financial institutions named 
therein in their capacity as holders of Senior Notes 
and Convertible Notes, the trustees under the Senior 
Subordinated Indenture and the Junior Subordinated 
Indenture, and Collateral Agent, as such agreement has 
been amended to the date hereof and as it may be 
amended, supplemented, restated or otherwise modified 
from time to time.
Interest Rate Agreement means any interest rate 
swap agreement, interest rate cap agreement, interest 
rate collar agreement or other similar agreement or 
arrangement to which Huntway or any of its 
Subsidiaries is a party.
Internal Revenue Code means the Internal Revenue 
Code of 1986, as amended.
Junior Subordinated Debentures means Huntways 12% 
Junior Subordinated Debentures Due 2005 issued and 
outstanding pursuant to the Junior Subordinated 
Debenture Indenture.
Junior Subordinated Debenture Indenture means the 
Amended and Restated Junior Subordinated Debenture 
Indenture of December 12, 1996 between Huntway and the 
trustee named therein, pursuant to which the Junior 
Subordinated Debentures are issued, as such indenture 
has been amended to the date hereof and as it may 
hereafter be further amended, supplemented or modified 
from time to time to the extent permitted by Section 
5.24.
Letters of Credit means the Standby Letters of 
Credit and the Commercial Letters of Credit.
Letter of Credit Commitment has the meaning set 
forth in Section 2.01B.
Letter of Credit Commitment Amount has the meaning 
set forth in Section 2.01B.
Letter of Credit Usage means, as at any date of 
determination, the sum of (i) the maximum aggregate 
amount which is or at any time thereafter may become 
available for drawing under all Letters of Credit then 
outstanding plus (ii) the aggregate amount of all 
drawings under all Letters of Credit honored by 
Bankers and not theretofore reimbursed by Huntway or 
Sunbelt.
Lien means any lien, mortgage, pledge, security 
interest, charge or encumbrance of any kind (including 
any conditional sale or other title retention agree-
ment, any lease in the nature thereof, and any agree-
ment to give any lien or security interest).
Material Adverse Effect means (i) a material 
adverse effect upon the business, operations, 
properties, assets, condition (financial or otherwise) 
or prospects of Huntway and its Subsidiaries, taken as 
a whole, or (ii) the impairment of the ability of 
Huntway to perform, or of Bankers or the Collateral 
Agent to enforce, the Obligations. 
Multiemployer Plan means a multiemployer plan 
within the meaning of Section 3(37) of ERISA to which 
Huntway or any of its ERISA Affiliates is contributing 
or to which Huntway or any of its ERISA Affiliates has 
an obligation to contribute.
Notice of Request to Issue or Amend a Letter of 
Credit has the meaning set forth in Section 2.01C.
Obligations means all obligations of Huntway and 
Sunbelt to Bankers of every kind and description 
(whether or not evidenced by a note or other 
instrument and whether or not for the payment of 
money) direct or indirect, absolute or contingent, due 
or to become due, now existing or hereafter arising 
pursuant to the terms of this Agreement or any Letter 
of Credit and the IDB Letter of Credit or any other 
document or instrument issued pursuant hereto or 
thereto.
Officers Certificate means a certificate signed 
on behalf of Huntway by two Authorized Officers.
Participant has the meaning set forth in Section 
2.07.
PBGC means the Pension Benefit Guaranty Cor-
poration (or any successor thereto).
Pension Plan means any Employee Benefit Plan that 
is subject to the provisions of Section 412 of the 
Internal Revenue Code and that is maintained for em-
ployees of Huntway or any ERISA Affiliate of Huntway, 
other than a Multiemployer Plan.
Permitted Liens means the following types of 
Liens:
(i)	Liens (other than any Lien imposed by 
ERISA) for taxes (including Liens for real 
property taxes), assessments or governmental 
charges or governmental claims the payment of 
which is not at the time required by Section 5.05 
hereof;
(ii)	Statutory Liens of landlords and Liens of 
carriers, warehousemen, mechanics, materialmen and 
other liens imposed by law incurred in the 
ordinary course of business for sums not yet 
delinquent or being contested in good faith, if 
such reserve or other appropriate provision, if 
any, as shall be required by GAAP shall have been 
made therefor;
(iii)	Liens (other than any Lien imposed by 
ERISA) incurred or deposits made in the ordinary 
course of business in connection with workers 
compensation, unemployment insurance and other 
types of social security, or to secure the 
performance of tenders, statutory obligations, 
surety and appeal bonds, bids, leases, government 
contracts, performance and return-of-money bonds 
and other similar obligations (exclusive of 
obligations for the payment of borrowed money);
(iv)	Any attachment or judgment Lien not in 
excess of $100,000 (exclusive of any amount 
adequately covered by insurance as to which the 
insurance company has acknowledged coverage) and 
any other attachment or judgment lien unless the 
judgment it secures shall, within 45 days after 
the entry thereof, not have been discharged or 
execution thereof stayed pending appeal, or shall 
not have been discharged within 45 days after the 
expiration of any such stay;
(v)	Leases or subleases granted to others not 
interfering in any material respect with the 
business of Huntway or any of its Subsidiaries;
(vi)	Easements, rights-of-way, restrictions, 
minor defects or irregularities in title and other 
similar charges or encumbrances not interfering in 
any material respect with the ordinary conduct of 
the business of Huntway or any of its 
Subsidiaries;
(vii)	Liens arising from UCC financing 
statements regarding leases permitted by this 
Agreement;
(viii)	Liens in favor of customs and revenue 
authorities arising as a matter of law to secure 
payment of customs duties in connection with the 
importation of goods; and
(ix)	Liens securing obligations not in excess 
of $100,000 in aggregate outstanding amount 
arising from automobile and personal property 
leases.
Person means an individual, a corporation, a 
partnership, an association, a trust or any other 
entity or organization, including a government or 
political subdivision or an agency or instrumentality 
thereof.
Potential Event of Default means a condition or 
event which, after notice or lapse of time or both, 
would constitute an Event of Default if that condition 
or event were not cured or removed within any 
applicable grace or cure period.
Principal Office means the principal office of 
Bankers at 1 BT Plaza, 130 Liberty Street, New York, 
New York, 10006.
Proceeding means any suit in equity, action at law 
or other judicial or administrative proceeding.
Related Documents means each Letter of Credit, 
each Notice of Request to Issue or Amend a Letter of 
Credit, and each Security Document and any instrument, 
document or agreement relating thereto.
Release means any release, spill, emission, 
leaking, pumping, pouring, injection, escaping, 
deposit, disposal, discharge, dispersal, dumping, 
leaching or migration of Hazardous Materials into the 
indoor or outdoor environment (including, without 
limitation, the abandonment or disposal of any 
barrels, containers or other closed receptacles 
containing any Hazardous Materials), or into or out of 
any Facility, including the movement of any Hazardous 
Material through the air, soil, surface water, 
groundwater or property. 
Restricted Junior Payment means any distribution, 
direct or indirect, whether in cash or other property 
on account of (i) the units of ownership in or capital 
stock of Huntway or any other equity ownership in 
Huntway or dividend, distribution or similar payment, 
redemption, purchase, retirement or other acquisition 
for value, direct or indirect, of any units of 
ownership in or capital stock of  Huntway or any other 
equity ownership interest in Huntway, (ii) the 
Convertible Notes for the payment or prepayment of 
principal or the redemption, purchase, retirement or 
defeasance with respect to such securities, (iii) the 
Junior Subordinated Debentures for the payment or 
prepayment of principal or interest or the redemption, 
purchase, retirement, defeasance, sinking fund or 
similar payment with respect to such securities 
(except for the payment of interest in the form of 
securities in the same form and tenor as the Junior 
Subordinated Debentures pursuant to Section 307(a) of 
the Junior Subordinated Debenture Indenture), and (iv) 
warrants, options or other rights to acquire units of 
ownership in or capital stock of Huntway in order to 
retire, or to obtain the surrender of, such securities
Security Documents means the Collateral Documents 
(as such term is defined in the Intercreditor 
Agreement), which create or perfect security interests 
for obligations under this Agreement, the Senior Note 
Agreement and the Senior Subordinated Indenture.
Senior Note Agreement  means that certain Loan 
Agreement dated as of January 20, 1999 by and between 
Huntway and Boeing Capital, as such agreement may be 
amended, amended and restated, supplemented or 
modified from time to time.
Senior Notes means the promissory notes now or 
hereafter issued by Huntway pursuant to the Senior 
Note Agreement.
Senior Subordinated Indenture means the Indenture 
dated as of October 15, 1997 between Huntway and State 
Street Bank and Trust Company, as trustee, pursuant to 
which the Convertible Notes have been issued, as 
amended from time to time in accordance with 
Section 5.24 hereof. 
Standby Letters of Credit means any dollar-
denominated standby letter of credit (other than the 
IDB Letter of Credit) issued, deemed issued or renewed 
by Bankers for the account of Huntway or Sunbelt 
pursuant to Section 2.01 of this Agreement.
Stated Termination Date means with respect to any 
Letter of Credit or the IDB Letter of Credit, the date 
on which Bankers obligations under such Letter of 
Credit or the IDB Letter of Credit, as the case may 
be, expire or terminate.
Subfacility has the meaning set forth in Section 
2.01D.
Subfacility Commitments has the meaning set forth 
in Section 2.01D.
Subfacility Enhancement means an increase in any 
Subfacility (and corresponding decrease in another 
Subfacility) pursuant to the proviso in Section 2.01D.
Subsidiary means any corporation, association, 
partnership or other business entity of which more 
than 50% of the total voting power of shares of stock 
or memberships entitled (without regard to the 
occurrence of any contingency) to vote in the election 
of the Person or Persons (whether directors, managers, 
trustees or other Persons performing similar 
functions) having the power to direct or cause the 
direction of the management and policies thereof is at 
the time owned or controlled, directly or indirectly, 
by any Person or one or more of the other Subsidiaries 
of that Person or a combination thereof, and 
references herein to Subsidiaries of Huntway, Huntway 
and its Subsidiaries or other similar references shall 
include Sunbelt unless otherwise excluded.
Sunbelt General Partner means Huntway, the Sunbelt 
Managing General Partner and any other Person made a 
general partner pursuant to the terms of the Sunbelt 
Partnership Agreement. 
Sunbelt Managing General Partner means the general 
partner of Sunbelt which (i) owns at least 51% of the 
profit participation percentages of Sunbelt, and 
(ii) exercises management powers with respect to 
Sunbelt.
Sunbelt Partnership Agreement means that certain 
agreement of limited partnership dated as of 
October 5, 1988 between the Sunbelt General Partner 
and the limited partners named therein, as such 
agreement may be amended from time to time to the 
extent permitted by Section 5.19, or otherwise with 
the consent of Bankers, which consent in such other 
cases will not be unreasonably withheld.
 Tax or Taxes means any present or future tax, 
levy, impost, duty, charge, fee, deduction or with-
holding of any nature and whatever called, by whom-
soever, on whomsoever and wherever imposed, levied, 
collected, withheld or assessed.  Tax on overall net 
income of a Person shall be construed as a reference 
to tax imposed by the jurisdiction in which its prin-
cipal office (and/or, in the case of Bankers, its 
lending office) is located on all or part of the net 
income, profits or gains of that Person (whether 
worldwide, or only insofar as such income, profits or 
gains are considered to arise in or to relate to a 
particular jurisdiction, or otherwise).
Termination  Event means (i) a Reportable Event 
described in Section 4043 of ERISA and the regulations 
issued thereunder (other than a Reportable Event not 
subject to the provisions for 30-day notice to the 
PBGC under such regulations), or (ii) the withdrawal 
of Huntway or any of its ERISA Affiliates from a 
Pension Plan during a plan year in which it was a 
substantial employer as defined in Section 4001(a)(2) 
of ERISA, or (iii) the filing of a notice of intent to 
terminate a Pension Plan or the treatment of a Pension 
Plan amendment as a termination under Section 4041 of 
ERISA, or (iv) the institution of proceedings to 
terminate a Pension Plan by the PBCG, or (v) any other 
event or condition which would constitute grounds 
under Section 4042 of ERISA for the termination of, or 
the appointment of a trustee to administer, any 
Pension Plan.
Total Letters of Credit means the Letters of 
Credit and the IDB Letter of Credit.
Section 1.02. Accounting Terms; Utilization of GAAP 
for Purposes of Calculations Under Agreement. For 
purposes of this Agreement, all accounting terms not 
otherwise defined herein shall have the meanings 
assigned to them in conformity with GAAP.  
Calculations in connection with the definitions, 
covenants and other provisions of this Agreement shall 
utilize accounting principles and policies in 
conformity with those used to prepare the audited 
financial statements of Huntway and its Subsidiaries 
for the year ended December 31, 1997.
Section 1.03. Other Definitional Provisions. 
References to Sections and subsections shall be to 
Sections and subsections, respectively, of this 
Agreement unless otherwise specifically provided.  Any 
of the terms defined in subsection 1.1 may, unless the 
context otherwise requires, be used in the singular or 
the plural depending on the reference.

ARTICLE II
AMOUNT AND TERMS OF LETTERS OF CREDIT

Section 2.01. The Letters of Credit and the IDB 
Letter of Credit.
A.	Request for Issuance or Amendment.  
Huntway and Sunbelt may request that, in accordance 
with the provisions of this Section 2.01, on and after 
the Effective Date to and excluding the 30th day prior 
to the Commitment Termination Date, Bankers (A) issue 
Letters of Credit for the account of Huntway or 
Sunbelt or (B) amend any Letter of Credit previously 
issued or deemed to have been issued under this 
Agreement; provided that (i) in no event shall Bankers 
issue any Letter of Credit or amend any Letter of 
Credit in a manner that would result in (v) any 
Commercial Letter of Credit having a Stated 
Termination Date later than the date that is 30 days 
prior to the Commitment Termination Date, 
(w) [intentionally omitted], (x) any Standby Letter of 
Credit having a Stated Termination Date later than the 
date that is 10 days prior to the Commitment 
Termination Date, (y) any Letter of Credit that is not 
a sight draft Letter of Credit or (z) any Letter of 
Credit having a Stated Termination Date more than 9 
months after its date of issuance; (ii) neither 
Huntway nor Sunbelt shall request that Bankers issue 
or amend any Letter of Credit if, after giving effect 
to such issuance or amendment, either (x) the Letter 
of Credit Usage would exceed the Letter of Credit 
Commitment Amount or (y) the aggregate amount of 
Letters of Credit under any Subfacility would exceed 
its respective Subfacility Commitment and (iii) no 
Commercial Letter of Credit may be issued for the 
account of Sunbelt.  The issuance or amendment of any 
Letter of Credit in accordance with the provisions of 
this Section 2.01 shall require the satisfaction of 
each condition set forth in Section 3.02.
	Each Letter of Credit may provide that Bankers 
may (but shall not be required to) pay the beneficiary 
thereof upon the occurrence of an Event of Default and 
the acceleration of the Obligations as provided in 
Section 6.02 or, if payment is not then due to the 
beneficiary, provide for the deposit of funds in an 
account to secure payment to the beneficiary and that 
any funds so deposited shall be paid to the 
beneficiary of such Letter of Credit if conditions to 
such payment are satisfied or returned to Bankers (or, 
if all Obligations shall have been indefeasibly paid 
in full, to Huntway or Sunbelt, as the case may be) if 
no payment to the beneficiary has been made and the 
final date available for drawings under such Letter of 
Credit has passed.  Each payment or deposit of funds 
by Bankers as provided in this paragraph shall be 
treated for all purposes of this Agreement as a 
drawing duly honored by Bankers under the related 
Letter of Credit. 
	Huntway, Sunbelt and Bankers agree that any 
letters of credit issued or deemed issued under the 
Existing Letter of Credit Agreement that are 
outstanding on the Effective Date shall for all 
purposes be deemed to have been issued under and 
pursuant to the terms of this Agreement, and all 
obligations of Huntway and Sunbelt under the Existing 
Letter of Credit Agreement that shall not have been 
paid in full on the Effective Date shall continue as 
obligations of Huntway and Sunbelt hereunder.  Huntway 
represents and warrants that Schedule I hereto 
correctly sets forth all letters of credit issued or 
deemed issued under the Existing Letter of Credit 
Agreement that are outstanding on the Effective Date.

B.	Letter of Credit Commitment.
(i)	Bankers commitment to issue and amend 
Letters of Credit pursuant to this Section 2.01 
from the Effective Date to and excluding the 
Commitment Termination Date is herein referred to 
as its Letter of Credit Commitment. The maximum 
aggregate amount of the Letter of Credit 
Commitment of Bankers at any time is $17,500,000 
(the amount available pursuant to Section 2.01D(i) 
at any date of determination being the Letter of 
Credit Commitment Amount) and the Letter of Credit 
Commitment shall expire on the Commitment 
Termination Date.  If Huntway requests an increase 
in the Letter of Credit Commitment Amount as a 
result of increases in the price of crude oil, 
Bankers shall respond promptly to such request; 
provided that Bankers shall accept or deny such 
request in its sole and absolute discretion. The 
aggregate face amount of all Letters of Credit 
outstanding under this Agreement shall not exceed 
the Letter of Credit Commitment Amount.
(ii)	The Stated Termination Date of the IDB 
Letter of Credit shall not be extended beyond its 
Stated Termination Date as in effect on the 
Effective Date.   The IDB Letter of Credit shall 
not be included within the defined term Letter of 
Credit and the amount available for drawing 
thereunder shall not be included in determining 
usage or availability of the Letter of Credit 
Amount. 
C.	Notice of Request to Issue or Amend 
Letters of Credit.  Whenever Huntway or Sunbelt 
desires the issuance of a Letter of Credit or the 
amendment of an existing Letter of Credit, a 
Designated Officer of Huntway or Sunbelt, as the case 
may be, shall execute and deliver to Bankers a Notice 
of  Request to Issue or Amend a Letter of Credit in 
the form of Exhibit A annexed hereto (a Notice of 
Request to Issue or Amend a Letter of Credit) no later 
than 3:00 P.M. (New York time) at least five Business 
Days, or such shorter period as may be agreed to by 
Bankers in any particular instance, in advance of the 
proposed date of issuance or amendment.  Such delivery 
may be made by facsimile or by delivery of the 
original.  The Notice of  Request to Issue or Amend a 
Letter of Credit shall specify (i) the proposed date 
of issuance or amendment (which shall be a Business 
Day); (ii) the face amount of such Letter of Credit; 
(iii) the expiration date of such Letter of Credit; 
(iv) the name and address of the beneficiary; (v) the 
purpose (which shall be limited to the purposes 
identified in Section 2.01D) for which such Letter of 
Credit is being issued or amended; (vi) the 
Subfacility pursuant to which such Letter of Credit is 
being issued or amended and, if it is being issued or 
amended pursuant to a Subfacility Enhancement, the 
Subfacility being reduced to effect such enhancement; 
and (vii) specify a precise description of the 
documents, the verbatim text of any certificate to be 
presented by the beneficiary and all other terms and 
conditions required which, if presented and/or 
satisfied, as the case may be, by the beneficiary 
prior to the expiration date of such Letter of Credit, 
would require Bankers to make payment under such 
Letter of Credit; provided that Bankers, in its sole 
judgment, may require changes in any such documents 
and certificates.  In determining whether to pay under 
any Letter of Credit or the IDB Letter of Credit, 
Bankers shall be responsible only to determine that 
the documents and certificates required to be 
delivered under that Letter of Credit or the IDB 
Letter of Credit, as the case may be, have been 
delivered and that they substantially comply on their 
face with the requirements of that Letter of Credit or 
the IDB Letter of Credit, as the case may be.
D.	Purposes of Letters of Credit.
(i)	The Letters of Credit may be requested by 
Huntway or Sunbelt for the following purposes (the 
availability of Letters of Credit for each such 
purpose being a Subfacility)and in the following face 
amounts (as such amounts are reduced or increased as a 
result of a Subfacility Enhancement, the Subfacility 
Commitments):
	(a)	Standby Letters of Credit in an aggregate 
face amount of up to $1,500,000 at any one time 
outstanding may be requested to support 
nonspeculative hedging agreements relating to the 
price of crude oil entered into by Huntway (the 
Hedging Subfacility);
	(b)	Commercial Letters of Credit in an 
aggregate face amount of up to $17,500,000 at any 
one time outstanding may be requested to support 
the purchase and exchange of crude and crude 
products by Huntway and Sunbelt (the Crude Supply 
Subfacility); and
	(c)	Standby Letters of Credit in an aggregate 
face amount of up to $1,500,000 at any one time 
outstanding may be requested to support existing 
lease obligations of Huntway or Sunbelt, other 
obligations of Huntway or Sunbelt for which 
Bankers has previously issued Letters of Credit 
not specified in clauses (a) or (b) above, capital 
leases entered into by Huntway after the date 
hereof to the extent permitted hereunder, modifier 
purchases, performance bonds and surety bonds (the 
Incremental Subfacility);
provided that (A) up to $500,000 face amount of the 
Letters of Credit available under the Incremental 
Subfacility may be requested for use and may be 
outstanding for the purposes identified in clause (b) 
above; and (B) in no event shall the aggregate Letter 
of Credit Usage exceed the Letter of Credit Commitment 
Amount.
		(ii)	Sunbelt or Huntway may not request 
amendments to extend the IDB Letter of Credit. 
Section 2.02. Reimbursement
		(i)	Huntway or Sunbelt, as the case may be, 
hereby agrees to pay to Bankers (x) on the date 
that any amount drawn is paid under any Letter of 
Credit issued for its account, a sum equal to such 
amount; (y) on demand, any other amounts expressly 
payable by Huntway or Sunbelt to Bankers under 
this Agreement, and (z) on demand, interest on any 
amounts unpaid by Huntway or Sunbelt when due 
under this Agreement, whether at maturity, by 
acceleration, on the date demanded or otherwise, 
including post-petition interest in any proceeding 
under the United States Bankruptcy Code or other 
applicable bankruptcy laws, from and including the 
date such amounts become due until payment in 
full, whether before or after judgment, at a 
fluctuating interest rate per annum equal to the 
Base Rate plus 5%. Payment or acceptance of 
interest provided for herein is not a permitted 
alternative to timely payment and shall not 
constitute a waiver of any Event of Default or 
otherwise prejudice or limit any rights or 
remedies of Bankers.
		(ii)	Subject to the provisions of Section 1(o) 
of the Refinancing and Amendatory Agreement, 
Huntway hereby agrees to pay to Bankers on the 
date that any amount drawn is honored under the 
IDB Letter of Credit, a sum equal to such amount.
Section 2.03. Fees.
		(a)	Huntway or Sunbelt, as the case may be, 
hereby agrees to pay to Bankers with respect to each 
Letter of Credit issued by it with respect to all 
Letters of Credit, a commission equal to 2.00% per 
annum on the face amount of Letters of Credit 
outstanding; provided that Huntway or Sunbelt, as the 
case may be, shall pay a commission of 3.00% per annum 
on the face amount of any Letter of Credit issued 
under the Crude Supply Subfacility when the aggregate 
face amount of Letters of Credit outstanding under 
such subfacility exceeds $14,500,000.  Notwithstanding 
the grant of any participation pursuant to Section 
2.07, Bankers shall at all times retain a portion of 
such commission equal to .25% per annum on the face 
amount of Letters of Credit Outstanding in payment for 
administrative services in connection therewith.  All 
such commissions shall be payable on the thirtieth day 
of each calendar month (or the last day of the month 
in the case of February) during each year commencing 
on the thirtieth day of the first month ending after 
the Effective Date and on the Commitment Termination 
Date and shall be calculated on the basis of a 360-day 
year for the actual number of days elapsed.
		(b)	Huntway or Sunbelt, as the case may be, 
hereby agrees to pay to Bankers with respect to the 
issuance, amendment or transfer of each Letter of 
Credit and the IDB Letter of Credit and each drawing 
made thereunder, documentary and processing charges in 
accordance with Bankers standard schedule for such 
charges in effect at the time of such issuance, 
amendment, transfer or drawing, as the case may be, or 
as otherwise agreed to by Bankers.
		(c)	Each of Huntway and Sunbelt agrees to pay 
to Bankers a commitment fee for the period from and 
including the Effective Date to and excluding the 
Commitment Termination Date equal to the average of 
the daily unused portion of the Letter of Credit 
Commitment multiplied by 1/2 of 1% per annum, such 
commitment fees to be calculated on the basis of a 
360-day year and the actual number of days elapsed and 
to be payable monthly in arrears on the last Business 
Day of each calendar month commencing in the first 
month ending after the Effective Date, and on the 
Commitment Termination Date for the Letters of Credit.  
		(d)	Huntway hereby agrees to pay to Bankers 
with respect to the IDB Letter of Credit a commission 
equal to the undrawn face amount of the IDB Letter of 
Credit multiplied by (i) 3.00% per annum from the 
Effective Date to December 31, 1998, and (ii) 2.33% 
per annum thereafter.  Such commissions shall be 
calculated on the basis of a 360-day year for the 
actual number of days elapsed and shall be payable 
monthly in arrears on the on the last Business Day of 
each calendar month commencing in the first month 
ending after the Effective Date, and on the Stated 
Termination Date for the IDB Letter of Credit.
Section 2.04. Increased Costs
		If Bankers determines (which determination 
shall, in the absence of demonstrable error, be final 
and conclusive and binding on all parties) that any 
law, treaty or governmental rule, regulation or order, 
or any change therein or in the interpretation, 
administration or application thereof (including the 
introduction of any new law, treaty, governmental 
rule, regulation or order) or any determination of any 
governmental authority, court, central bank or 
comparable agency, or compliance by Bankers with any 
guideline, request or directive issued or made after 
the date hereof by any central bank or other 
governmental or quasi-governmental authority (whether 
or not having the force of law) shall:
		(A)	subject Bankers to any additional Tax with 
respect to any Letter of Credit or the IDB Letter 
of Credit, or shall change the amounts due under 
this Agreement or any of the Related Documents or 
its obligation to make any payment under the 
Letters of Credit or the IDB Letter of Credit 
(except for changes in the rate of Tax on the 
overall net income of Bankers imposed by the 
jurisdiction in which Bankers Principal Office is 
located); or
		(B)	impose, modify or deem applicable any 
reserve (including, without limitation, any 
marginal, emergency, supplemental, special or 
other reserve), capital adequacy, special deposit, 
insurance or similar requirement (including, 
without limitation, any such requirement imposed 
by the Board of Governors of the Federal Reserve 
System) against letters of credit issued by or 
assets held by, deposits with or for the account 
of, or credit extended by, Bankers; or 
		(C)	impose on Bankers any condition with 
respect to this Agreement, the Letters of Credit 
or the IDB Letter of Credit or any of the Related 
Documents;
and the result of any of the foregoing is to increase 
the cost to Bankers of the issuance or maintenance of 
the Letters of Credit or the IDB Letter of Credit, or 
to reduce the amount of any sum received or receivable 
by Bankers under this Agreement or under any of the 
Related Documents with respect thereto, by an amount 
deemed by Bankers to be material, or to reduce the 
rate of return on Bankers capital as a consequence of 
its obligations hereunder to a level below which 
Bankers could have achieved, but for such compliance, 
taking into account Bankers policies with respect to 
capital adequacy, then, within ten days after demand 
by Bankers, Huntway and Sunbelt shall pay for Bankers 
account such additional amount or amounts as will 
compensate Bankers for such increased cost or 
reduction together with interest on each such amount 
at a rate equal to the Base Rate plus 2% from the date 
of such demand by Bankers until payment in full 
thereof.  Bankers will promptly notify Huntway and 
Sunbelt of any event occurring after the date hereof 
of which Bankers has knowledge which will entitle 
Bankers to compensation pursuant to this Section 2.04.  
A certificate of Bankers claiming compensation under 
this Section 2.04 and setting forth in reasonable 
detail the calculation of the additional amount or 
amounts to be paid to it hereunder and the basis 
therefor shall be conclusive and binding in the 
absence of demonstrable error.  In determining such 
amount, Bankers may use any reasonable averaging and 
attribution methods.  The provisions of this Section 
shall apply equally to any Person acting as a 
Participant in the Total Letters of Credit, as if such 
Person were Bankers hereunder.
Section 2.05. Payments and Computations  All 
payments by Huntway and Sunbelt to Bankers hereunder 
shall be made in lawful currency of the United States 
and in immediately available funds at the Principal 
Office of Bankers or at such other address as Bankers 
may designate in writing to Huntway and Sunbelt.  
Whenever any payment under this Agreement shall be due 
on a day which is not a Business Day, the date for 
payment thereof shall be extended to the next suc-
ceeding Business Day.  If the date for any payment of 
principal is extended by operation of law or 
otherwise, interest thereon shall be payable for such 
extended time.  Computations of interest and fees 
hereunder shall be made by Bankers on the basis of a 
year of 360 days for the actual number of days elapsed 
(including the first day but excluding the last day) 
and shall be conclusive with respect to the amount of 
interest owed by Huntway and Sunbelt absent manifest 
error.  
Section 2.06. Obligations Absolute.  The payment 
Obligations of Huntway and Sunbelt under this 
Agreement shall be absolute, unconditional and 
irrevocable, and shall be paid strictly in accordance 
with the terms of this Agreement under all 
circumstances whatsoever, including, without 
limitation, any of  the following circumstances:
		(i)	any lack of validity or enforceability of 
any Letter of Credit or the IDB Letter of Credit, 
this Agreement or any other Related Document;
		(ii)	any amendment or waiver of or any consent 
to departure from this Agreement or all or any of 
the Related Documents except to the extent such 
amendment, waiver or consent relates to the 
specific payment Obligations in question;
		(iii)	the existence of any claim, set-off, 
defense or other rights which Huntway, Sunbelt or 
any other Person may have at any time against any 
beneficiary or any transferee of any Letter of 
Credit or the IDB Letter of Credit (or any Persons 
for whom any such beneficiary or any such 
transferee may be acting), Bankers or any other 
Person, whether in connection with this Agreement, 
the transactions contemplated herein or in the 
Related Documents or any unrelated transaction;
		(iv)	any statement or any other document 
presented under any Letter of Credit or the IDB 
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 whatsoever;
		(v)	payment by Bankers under any Letter of 
Credit or the IDB Letter of Credit against 
presentation of a draft or certificate which does 
not comply with the terms of such Letter of Credit 
or the IDB Letter of Credit, as the case may be; 
provided that such payment does not constitute 
gross negligence or willful misconduct of Bankers 
as determined by a court of competent 
jurisdiction; or
		(vi)	any other circumstance or happening 
whatsoever, whether or not similar to any of the 
foregoing.
Section 2.07. Participations. 
Bankers shall have the right to grant 
participation rights in this Agreement and Bankers 
obligations under the Total Letters of Credit at any 
time and from time to time to one or more financial 
institutions (each a Participant); provided, however, 
that, except as provided to the contrary in this 
Agreement, such participation rights shall be 
obligations only of Bankers and shall not create any 
direct obligation of Huntway or Sunbelt to any such 
Participant under this Agreement or create any direct 
liability of any such Participant under any Letter of 
Credit or the IDB Letter of Credit.  The grant of 
participation rights shall not affect or diminish the 
rights of Bankers to reimbursement or other payments 
under Article II of this Agreement, such reimbursement 
or payments to be calculated as if Bankers had not 
granted any such participation rights.
Section 2.08. Taxes.
All sums payable by Huntway and Sunbelt under 
this Agreement and the Related Documents shall be paid 
(i) free of any restriction or condition, (ii) free 
and clear of and (except to the extent required by 
law) without any deduction or withholding on account 
of any Tax imposed, levied, collected, withheld or 
assessed by or within the United States of America or 
any political sub-division in or of the United States 
of America or any other jurisdiction from or to which 
a payment is made by or on behalf of Huntway or 
Sunbelt or by any federation or organization of which 
the United States of America or any such jurisdiction 
is a member at the time of payment and (iii) without 
deduction or withholding (except to the extent 
required by law) on account of any other amount, 
whether by way of set-off or otherwise.

If Huntway, Sunbelt or any other Person making 
a payment to Bankers is required by law to make any 
deduction or withholding on account of any such Tax or 
other amount as is referred to in the immediately 
preceding paragraph from any sum paid or payable by 
Huntway or Sunbelt to Bankers under this Agreement or 
the Related Documents:

		(i)	Huntway and Sunbelt shall notify Bankers 
of any such requirement or any change in any such 
requirement as soon as Huntway becomes aware of 
it;
		(ii)	Huntway or Sunbelt, as the case may be, 
shall pay any such tax or other amount before the 
date on which penalties attach thereto, such 
payment to be made (if the liability to pay is 
imposed on Huntway or Sunbelt, as the case may be) 
for its own account or (if that liability is 
imposed on Bankers) on behalf of and in the name 
of Bankers; 
		(iii)	the sum payable by Huntway or Sunbelt 
in respect of which the relevant deduction, 
withholding or payment is required shall be 
increased to the extent necessary to ensure that, 
after the making of that deduction, withholding or 
payment, Bankers or any other party receives on 
the due date and retains (free from any liability 
in respect of any such deduction, withholding or 
payment) a net sum equal to what it would have 
received and so retained had no such deduction, 
withholding or payment been required or made; and
		(iv)	within 30 days after paying any sum from 
which it is required by law to make any deduction 
or withholding, and within 30 days after the due 
date of payment of any Tax or other amount which 
it is required by clause (ii) above to pay, 
Huntway or Sunbelt, as the case may be, shall 
deliver to Bankers evidence satisfactory to 
Bankers of such deduction, withholding or payment 
and of the remittance thereof to the relevant 
taxing or other authority. 

ARTICLE III
CONDITIONS OF EFFECTIVENESS AND ISSUANCE
Section 3.01. Condition Precedent to Effectiveness 
of this Agreement  This Agreement shall become 
effective upon satisfaction of or written waiver by 
Bankers of each of the following conditions:
1. Bankers shall have received a favorable 
legal opinion of Kirkland & Ellis, special counsel 
to Huntway and Sunbelt, substantially in the form 
of Exhibit B hereto.
2. Each of the conditions to effectiveness of 
the Refinancing and Amendatory Agreement (other 
than the effectiveness hereof) shall have been 
satisfied or waived in accordance with the terms 
thereof and Bankers shall have received the 
amounts required to be delivered to it pursuant to 
Section 1 thereof.
3. Bankers shall have received copies of the 
mortgagee title insurance policies or 
unconditional commitments therefor issued by 
Chicago Title Insurance Company pursuant to the 
Senior Note Agreement with respect to the real 
estate properties owned by Huntway and Sunbelt, in 
amounts not less than $16,000,000, insuring fee 
simple title to, or a valid leasehold interest in, 
each such property vested in  Huntway and Sunbelt 
and assuring Collateral Agent that the applicable 
Security Documents create valid and enforceable 
mortgage Liens on the respective properties 
encumbered thereby, subject only to Liens 
permitted hereunder.
Section 3.02. Conditions Precedent to Issuance or 
Amendment of each Letter of Credit.  The obligation of 
Bankers to issue or amend each Letter of Credit shall 
be subject to the following further conditions 
precedent:
		(a)	On or before the date of issuance or 
amendment of each Letter of Credit, Bankers shall 
have received, in accordance with the provisions 
of Section 2.01C, an originally executed Notice of 
Request to Issue or Amend a Letter of Credit 
signed by a Designated Officer requesting such 
issuance or amendment, all other information 
specified in Section 2.01C and such other 
documents as Bankers may reasonably require in 
connection with the issuance or amendment of such 
Letter of Credit.
		(b)	As of the date of issuance or amendment of 
such Letter of Credit:
			1.	The representations and warranties 
contained herein and in the Related Documents 
shall be true, correct and complete in all 
material respects on and as of that date of 
issuance or amendment to the same extent as 
though made on and as of that date;
			2.	No event shall have occurred and be 
continuing or would result from the issuance 
or amendment of such Letter of Credit which 
would constitute an Event of Default or a 
Potential Event of Default; 
			3.	Huntway and Sunbelt shall have 
performed in all material respects all 
agreements and satisfied all conditions which 
this Agreement provides shall be performed and 
satisfied by them on or before such issuance 
or amendment of such Letter of Credit;
			4.	No order, judgment or decree of any 
court, arbitrator or governmental authority 
shall purport to enjoin or restrain Bankers 
from issuing or amending such Letter of 
Credit; and
			5.	There shall not be pending or, to the 
knowledge of Huntway or Sunbelt, threatened, 
any action, suit, proceeding, governmental 
investigation or arbitration against or 
affecting Huntway or Sunbelt or any property 
of Huntway or Sunbelt that has not been 
disclosed by Huntway or Sunbelt in writing as 
required pursuant to Section 5.09(i) hereof 
prior to the issuance or renewal of the last 
preceding Letter of Credit (or, in the case of 
the initial Letter of Credit, prior to the 
execution of this Agreement), and there shall 
have occurred no development not disclosed in 
any such action, suit, proceeding, 
governmental investigation or arbitration so 
disclosed that, in either event, in the 
opinion of Bankers, would be expected to have 
a Material Adverse Effect.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01. Representations and Warranties.  
Huntway and Sunbelt each represents and warrants as 
follows:
		(a)	Huntway is a corporation duly incorporated 
and validly existing under the laws of the State 
of Delaware;  Sunbelt is a limited partnership 
duly formed and validly existing under the laws of 
the State of Delaware; Huntway has the requisite 
corporate power and authority and Sunbelt has the 
requisite partnership power and authority to own 
their respective properties and to carry on their 
respective businesses as now conducted and as 
proposed to be conducted; Huntway has the 
requisite corporate power and authority and 
Sunbelt has the requisite partnership power and 
authority to enter into and perform this Agreement 
and each Related Document to which each is a 
party; each of Huntway and Sunbelt is in good 
standing in the State of Delaware and wherever 
necessary to carry on its respective present 
business and operations, except in jurisdictions 
in which the failure to be in good standing has 
and will have no material adverse effect on the 
conduct of the business of Huntway or Sunbelt, as 
the case may be;
		(b)	The execution, delivery and performance of 
this Agreement and the Related Documents to which 
it is a party have been duly authorized by all 
necessary corporate or partnership action by 
Huntway and Sunbelt.
		(c)	This Agreement and each Related Document 
to which Huntway or Sunbelt is a party are the 
legal, valid and binding obligations of Huntway or 
Sunbelt, as the case may be, enforceable against 
it in accordance with their respective terms, 
subject, however, to the application by a court of 
general principles of equity and to the effect of 
any applicable bankruptcy, insolvency, 
reorganization, moratorium or similar law 
affecting creditors rights generally.
		(d)	The execution and delivery of this 
Agreement and the Related Documents, the 
consummation of the transactions herein and 
therein contemplated and the fulfillment of or 
compliance with the terms and conditions hereof 
and thereof will not in any material respect 
conflict with or constitute a violation or breach 
of or default (with due notice or the passage of 
time or both) under the certificate of 
incorporation of Huntway and certificate of 
limited partnership or agreement of limited 
partnership of Sunbelt or any applicable law or 
administrative rule or regulation, or any 
applicable court or administrative decree or 
order, or any trust agreement, mortgage, deed of 
trust, loan agreement, material lease, material 
contract or other material agreement or instrument 
to which Huntway or Sunbelt is a party or by which 
either of them or their respective properties are 
otherwise subject or bound, or result in the 
creation or imposition of any Lien of any nature 
whatsoever, other than a Permitted Lien, upon any 
of the property or assets of Huntway or Sunbelt.
		(e)	No consent or approval of any trustee, 
holder of any indebtedness of Huntway, Sunbelt or 
any other Person, and no consent, permission, 
authorization, order or license of, or filing or 
registration with, any governmental authority is 
necessary in connection with the execution and 
delivery of this Agreement or the Related 
Documents, the consummation of any transaction 
herein or therein contemplated, or the fulfillment 
of or compliance with the terms and conditions 
hereof or thereof, except as have been obtained or 
made and as are in full force and effect.
		(f)	Except as set forth on Schedule II 
attached hereto, there is no action, suit, 
proceeding, inquiry or investigation before or by 
any court or federal, state, municipal or other 
governmental authority or arbitrator or other 
Person, pending or, to the knowledge of Huntway or 
Sunbelt after reasonable inquiry and 
investigation, threatened against or affecting 
Huntway or any of its Subsidiaries or the assets, 
properties or operations of Huntway or any of its 
Subsidiaries which, if determined adversely to 
Huntway or any of its Subsidiaries or their 
respective interests, would be reasonably likely 
to have a material adverse effect upon the 
consummation of the transactions contemplated by 
or the fulfillment or compliance with the terms 
and conditions, or the legality, validity or 
enforceability, of this Agreement or the Related 
Documents, or upon the financial condition, 
assets, properties or operations of Huntway and 
its Subsidiaries, taken as a whole, and neither 
Huntway nor any of its Subsidiaries is in default 
(and no event has occurred and is continuing which 
with the giving of notice or the passage of time 
or both could constitute a default) with respect 
to any order or decree of any court or any order, 
regulation or demand of any federal, state, 
municipal or other governmental authority or 
arbitrator or other Person, which default would be 
reasonably likely to have consequences that would 
materially and adversely affect the consummation 
of the transactions contemplated by this Agreement 
or the Related Documents, or the financial 
condition, assets, properties, prospects or 
operations of Huntway and its Subsidiaries, taken 
as a whole, or their respective properties.
		(g)	Except as set forth on Schedule III 
attached hereto, all tax returns (federal, state 
and local) required to be filed by or on behalf of 
Huntway and its Subsidiaries have been filed, and 
all taxes shown thereon to be due, including 
interest and penalties, except such, if any, as 
are being actively contested by Huntway or any of 
its Subsidiaries in good faith, have been paid or 
adequate reserves have been made for the payment 
thereof, which reserves, if any, are reflected in 
the financial statements described in subsection 
(h) of this Section.
		(h)	The audited consolidated balance sheet of 
Huntway as at December 31, 1997, and the related 
statements of income and changes in partners 
equity were prepared in conformity with GAAP and 
present fairly the financial position of Huntway 
and its Subsidiaries as at such date, and since 
December 31, 1997, there has been no material 
adverse change in the financial condition, assets, 
liabilities, properties, prospects or results of 
operations of Huntway and its Subsidiaries, taken 
as a whole.  Neither Huntway nor any of its 
Subsidiaries has any material Guaranty or 
Indebtedness, contingent obligation, contingent 
liability or liability for taxes, long term lease 
or unusual forward or long-term commitment that is 
not reflected in the foregoing financial 
statements or the notes thereto and that in any 
case is material in relation to the business, 
operations, properties, assets, condition 
(financial or otherwise) or prospects of Huntway 
and its Subsidiaries, taken as a whole.
		(i)	Huntway and its Subsidiaries have good and 
marketable title to all their respective 
properties and assets reflected in the most recent 
consolidated balance sheet referred to in Section 
4.01(h) or in the most recent financial statements 
delivered pursuant to Section 5.09 hereof, except 
for assets acquired or disposed of in the ordinary 
course of business since the date of such 
consolidated balance sheet or financial statements 
or as otherwise permitted hereunder, and all such 
properties and assets are free from any adverse 
Lien of any kind whatsoever, excepting only 
Permitted Liens.
		(j)	Except as set forth on Schedule VI hereto 
or disclosed in writing to Bankers prior to the 
date hereof, Huntway and each of its ERISA 
Affiliates are each in compliance in all material 
respects with all applicable provisions of ERISA 
and the regulations and published interpretations 
thereunder with respect to each Employee Benefit 
Plan, and have performed all their obligations 
under each Employee Benefit Plan.
			(ii)	Except as set forth on Schedule VI 
hereto, no ERISA Event has occurred or is 
reasonably expected to occur with respect to 
any Employee Benefit Plan.  
			(iii)	Except to the extent required 
under Section 4980B of the Internal Revenue 
Code or applicable state continuation coverage 
laws, no Employee Benefit Plan provides health 
or welfare benefits (through the purchase of 
insurance or otherwise) for any retired or 
former employees of Huntway or any of its 
ERISA Affiliates.
			(iv)	As of the most recent valuation date 
for any Pension Plan, the amount of unfunded 
benefit liabilities (as defined in 
Section 4001(a)(18) of ERISA), individually or 
in the aggregate for all Pension Plans 
(excluding for purposes of such computation 
any Pension Plans with respect to which assets 
exceed benefit liabilities), does not exceed 
$250,000.  
		(k)	Except as set forth on Schedule IV 
attached hereto, Huntway and each of its 
Subsidiaries has complied with all statutes, 
regulations and other laws of all governmental 
authorities, including environmental laws and 
regulations, applicable to Huntway and its 
Subsidiaries except those statutes, regulations 
and other laws that if violated or breached by 
Huntway or any of its Subsidiaries would not be 
reasonably expected to have a Material Adverse 
Effect.
		(l)	Neither Huntway nor any of its 
Subsidiaries is subject to regulation under the 
Public Utility Holding Company Act of 1935, the 
Federal Power Act, the Interstate Commerce Act, 
the Investment Company Act of 1940 or any other 
federal or state statute or regulation that may 
limit Huntways ability to incur Indebtedness or 
that may otherwise render all or any portion of 
the Obligations unenforceable.  Neither Huntway 
nor any of its Subsidiaries is engaged 
principally, or as one of its important 
activities, in the business of extending credit 
for the purchase of stock or other securities.
		(m)	No information furnished by (or on behalf 
of) Huntway or Sunbelt to Bankers in connection 
with this Agreement or the Related Documents 
includes any untrue statement of a material fact 
or omits to state a material fact necessary in 
order to make the statements made in such 
information, in the light of the circumstances in 
which they were made, not misleading in any 
material respect.
		(n)	As of the date hereof, Huntway and Sunbelt 
each possesses all necessary trade names and 
licenses to conduct its business as now operated 
without any known conflict with the valid 
trademarks, tradenames, copyrights, patents, 
patent rights and licenses or other intangible 
property rights of others.
		(o)	Huntway does not have a Subsidiary other 
than Sunbelt.
		(p)	Except as set forth in Schedule V annexed 
hereto:
			(i)	the operations of Huntway and each of 
its Subsidiaries (including, without 
limitation, all operations and conditions at 
or in the Facilities) comply in all material 
respects with all Environmental Laws;
			(ii)	Huntway and each of its Subsidiaries 
have obtained all Governmental Authorizations 
under Environmental Laws necessary to their 
respective operations, and all such 
Governmental Authorizations are in good 
standing, and Huntway and each of its 
Subsidiaries are in compliance with all 
material terms and conditions of such 
Governmental Authorizations; 
			(iii)	neither Huntway nor any of its 
Subsidiaries has received (a) any notice or 
claim to the effect that it is or may be 
liable to any Person as a result of or in 
connection with any Hazardous Materials or 
(b) any letter or request for information 
under Section 104 of the Comprehensive 
Environmental Response, Compensation, and 
Liability Act (42 U.S.C.  9604) or comparable 
state laws, that in either case Huntway was 
required to advise Bankers of pursuant to 
Section 423(c) of the Senior Note Indenture 
and did not advise Bankers of, and, to the 
best of Huntways knowledge, none of the 
operations of Huntway or any of its 
Subsidiaries is the subject of any federal or 
state investigation relating to or in 
connection with any Hazardous Materials at any 
Facility or at any other location that Huntway 
was required to advise Bankers of pursuant to 
Section 423(c) of the Senior Note Indenture 
and did not advise Bankers of;
			(iv)	none of the operations of Huntway or 
any of its Subsidiaries is subject to any 
judicial or administrative proceeding alleging 
the violation of or liability under any 
Environmental Laws which if adversely 
determined is reasonably likely to have a 
Material Adverse Effect;
			(v)	neither Huntway nor any of its 
Subsidiaries nor any of their respective 
Facilities or operations are subject to any 
outstanding written order or agreement with 
any governmental authority or private party 
relating to (a) any Environmental Laws or 
(b) any Environmental Claims;
			(vi)	neither Huntway nor any of its 
Subsidiaries has any contingent liability in 
connection with any Release of any Hazardous 
Materials by Huntway or any of its 
Subsidiaries;
			(vii)	neither Huntway nor any of its 
Subsidiaries nor, to the best knowledge of 
Huntway, any predecessor of Huntway or any of 
its Subsidiaries has filed any notice under 
any Environmental Law indicating past or 
present treatment or Release of Hazardous 
Materials at any Facility, and none of 
Huntways or any of its Subsidiaries 
operations involves the generation, 
transportation, treatment, storage or disposal 
of hazardous waste, as defined under 40 C.F.R. 
Parts 260-270 or any state equivalent except 
to the extent any such activity is conducted 
in compliance with all applicable laws;
			(viii)	no Hazardous Materials exist on, 
under or about any Facility in a manner that 
has a reasonably possibility of giving rise to 
an Environmental Claim having a Material 
Adverse Effect, and neither Huntway nor any of 
its Subsidiaries has filed any notice or 
report of a Release of any Hazardous Materials 
that has a reasonable possibility of giving 
rise to an Environmental Claim having a 
Material Adverse Effect;
			(ix)	neither Huntway nor any of its 
Subsidiaries nor, to the best knowledge of 
Huntway, any of their respective predecessors 
has disposed of any Hazardous Materials in a 
manner that has a reasonable possibility of 
giving rise to an Environmental Claim having a 
Material Adverse Effect;
			(x)	no underground storage tanks or 
surface impoundments are on or at any 
Facility; and
			(xi)	no Lien in favor of any Person 
relating to or in connection with any 
Environmental Claim has been filed or has been 
attached to any Facility.
(q) 	All Information Systems and Equipment 
are either Year 2000 Compliant, or any 
reprogramming, remediation, or any other 
corrective action, including the internal testing 
of all such Information Systems and Equipment, 
will be completed by September 30, 1999.  Further, 
to the extent that such reprogramming/remediation 
and testing action is required, the cost thereof, 
as well as the cost of the reasonably foreseeable 
consequences of failure to become Year 2000 
Compliant, to Huntway and its Subsidiaries 
(including, without limitation, reprogramming 
errors and the failure of other systems or 
equipment) will not result in an Event of  Default 
or a Material Adverse Effect
Year 2000 Compliant means that all Information 
Systems and Equipment accurately process date data 
(including, but not limited to, calculating, 
comparing and sequencing), before, during and 
after the year 2000, as well as same and multi-
century dates, or between the years 1999 and 2000, 
taking into account all leap years, including the 
fact that the year 2000 is a leap year. Year 2000 
Compliant further means that all Information 
Systems and Equipment, when used in combination 
with, or interfacing with, other Information 
Systems and Equipment, shall accurately accept, 
release and exchange date data, and in all 
material respects continue to function in the same 
manner as such Information Systems and Equipment 
performs today and that the use in combination 
with or interfacing with other Information Systems 
and Equipment shall not otherwise impair the 
accuracy or functionality of any such Information 
Systems and Equipment.
Information Systems and Equipment means all 
computer hardware, firmware and software, as well 
as other information processing systems, or any 
equipment containing embedded microchips, whether 
directly owned, licensed, leased, operated or 
otherwise controlled by Huntway or any of its 
Subsidiaries, including through third-party 
service providers, and which, in whole or in part, 
are used, operated, relied upon, or integral to, 
Huntways or any of its Subsidiaries conduct of 
their business.
		The representations and warranties made by 
Huntway and Sunbelt in the Related Documents are 
hereby incorporated by reference herein.

ARTICLE V
COVENANTS OF HUNTWAY AND SUNBELT
		Each of Huntway and Sunbelt covenants and 
agrees that, so long as the Commitment hereunder shall 
be in effect and until termination or expiration of 
the Total Letters of Credit and reimbursement of all 
amounts owing in respect thereof, unless Bankers shall 
otherwise give prior written consent, Huntway and 
Sunbelt shall perform all covenants in this Article V.
Section 5.01. Scheduled Redemptions of IDB Bonds.  
	Huntway shall cause 100% of the IDB Bonds to be 
called for redemption effective on or before 
February 1, 1999.
Section 5.02.  [intentionally omitted].
Section 5.03.  [intentionally omitted].
Section 5.04. Maintenance of Existence; Compliance 
with Laws
Huntway will do or cause to be done all things 
necessary to preserve and keep in full force and 
effect its corporate existence and the corporate or 
partnership existence, as the case may be, of each of 
its Subsidiaries and all rights, privileges, 
franchises, permits, licenses, patents, patent rights 
and other authority which if not so preserved or kept 
in full force and effect would have a material adverse 
effect on the business of Huntway and its Subsidiaries 
taken as a whole, provided that the foregoing 
provisions of this Section 5.04 shall not prevent any 
transaction permitted by Section 5.19.  Huntway and 
its Subsidiaries will at all times conduct their 
business in an orderly manner without voluntary 
interruption and shall exercise all reasonable 
diligence in order to comply with the requirements of 
all material applicable laws, rules, regulations, 
licenses, permits and orders of any governmental 
authority, noncompliance with which could materially 
and adversely affect the business, properties, assets, 
operations or condition (financial or otherwise) of 
Huntway and its Subsidiaries taken as a whole.

Section 5.05. Payment of Taxes and Other Claims
		(a)	Huntway will, and will cause each of its 
Subsidiaries to, pay all taxes, assessments and other 
governmental charges imposed upon it or any of its 
properties or assets or in respect of any of its 
franchises, business, income or property before any 
penalty or interest accrues thereon, and all claims 
(including, without limitation, claims for labor, 
services, material and supplies) of sums which have 
become due and payable and which by law have or may 
become a Lien upon any of its properties or assets, 
prior to the time when any penalty or fine shall be 
incurred with respect thereof; provided that no such 
charge or claim need be paid if being contested in 
good faith by appropriate Proceedings promptly 
instituted and diligently conducted and if such 
reserve or other appropriate provision, if any, as 
shall be required in conformity with GAAP shall have 
been made therefor.
		(b)	Huntway will not, nor will it permit any 
of its Subsidiaries to, file or consent to the filing 
of any consolidated income tax return with any Person 
(other than its Subsidiaries).
Section 5.06. Limitation on Indebtedness
Huntway will not, and will not permit any of 
its Subsidiaries to, directly or indirectly, create, 
incur, assume, guarantee, or otherwise become or 
remain directly or indirectly liable with respect to, 
any Indebtedness, except:

(a)	Huntway may become and remain liable with 
respect to Indebtedness under the Senior Notes in an 
aggregate principal amount not to exceed $20,000,000; 
(b)	Huntway may become and remain liable with 
respect to the Indebtedness under the Junior 
Subordinated Debentures;
(c)	Huntway may become and remain liable with 
respect to the Obligations;
(d)	Huntway and its Subsidiaries may become 
and remain liable with respect to intercompany loans 
and advances among Huntway and its wholly-owned 
Subsidiaries, and Sunbelt may become and remain liable 
with respect to Indebtedness owed to Huntway, provided 
that if such Indebtedness is or becomes evidenced by 
any promissory note or other instrument, Huntway shall 
promptly pledge and deliver to the Collateral Agent 
such promissory note or other instrument, duly 
endorsed in blank;
(e)	Huntway and its Subsidiaries may become 
and remain liable with respect to letters of credit in 
addition to those issued hereunder, issued to support 
crude oil purchases and exchanges; provided that the 
crude oil or other asset so acquired shall be subject 
to a Lien in favor of the Collateral Agent securing 
the Secured Obligations; and provided further that 
each such letter of credit shall state that the issuer 
of such letter of credit has no Lien on any assets of 
Huntway or its Subsidiaries except for cash 
collateral, if any, relating to such letter of credit;
(f)	Huntway and its Subsidiaries may become 
and remain liable with respect to hedging agreements 
relating to the price of crude oil in an amount not to 
exceed $1,500,000;
(g)	Sunbelt may remain liable with respect to 
the IDB Bonds until February 1, 1999;
(h)	Huntway may become liable with respect to 
Capital Leases to the extent otherwise permitted 
hereunder;
(i)	[intentionally omitted];
(j)	[intentionally omitted];
(k)	Huntway may become and remain liable with 
respect to the Indebtedness under the Senior 
Subordinated Indenture;
(l)	[intentionally omitted]; and
(m)	in addition to Indebtedness permitted by 
clauses (a) through (l) above, Huntway and its 
Subsidiaries may become and remain liable with respect 
to Indebtedness in an amount not to exceed $500,000 in 
the aggregate at any one time.
Section 5.07. Limitation on Restricted Junior 
Payments
Huntway and its Subsidiaries will not, 
directly or indirectly, declare, order, pay, make or 
set apart any sum for any Restricted Junior Payment 
prior to the termination or expiration of all Letters 
of Credit and the IDB Letter of Credit, the 
cancellation or expiration of the Commitment, and 
payment in full of all Obligations.
Section 5.08. Limitation on Restrictions Affecting 
Subsidiaries.
Huntway will not, and will not permit any of 
its Subsidiaries to, create or otherwise cause or 
suffer to exist or become effective any consensual 
encumbrance or restriction of any kind on the ability 
of any Subsidiary to (a) pay dividends or make any 
other distribution on any of such Subsidiarys capital 
stock or partnership interests owned by Huntway or any 
Subsidiary of Huntway, (b) pay any Indebtedness owed 
to Huntway or any other Subsidiary of Huntway, 
(c) make loans or advances to Huntway or any other 
Subsidiary of Huntway or (d) transfer any of its 
property or assets to Huntway or any other Subsidiary 
of Huntway.

Section 5.09. Financial Statements and Other 
Reports
Huntway will maintain a system of accounting 
established and administered in accordance with past 
sound business practices to permit preparation of 
financial statements in conformity with GAAP.  Huntway 
will deliver to Bankers:
(a)	as soon as practicable, and in any event 
within 30 days after the end of each of the first two 
calendar months of each quarter (except 50 days in the 
case of January and 40 days in the case of February) 
in each year, consolidated and consolidating balance 
sheets of Huntway and its Subsidiaries as at the end 
of such period and the related consolidated (and, as 
to statements of income only, consolidating) 
statements of income, cash flows and equity of Huntway 
and its Subsidiaries for such month, setting forth in 
each case in comparative form the consolidated figures 
for the corresponding periods of the previous fiscal 
year, all in reasonable detail and certified by the 
chief financial officer of Huntway that they fairly 
present the financial condition of Huntway and its 
Subsidiaries as at the dates indicated and the results 
of their operations for the periods indicated, subject 
to changes resulting from audit and normal year-end 
adjustment; and within 10 days after the end of each 
calendar month in each year, a flash report 
(substantially in the form presently prepared by 
Huntway) setting forth the number of barrels sold, 
revenues and gross margins for such month;
(b)	as soon as practicable, and in any event 
within 45 days after the end of each of the first 
three quarters in each year, consolidated balance 
sheets of Huntway and its Subsidiaries as at the end 
of such period and the related consolidated statements 
of income, cash flows and partners equity of Huntway 
and its Subsidiaries for such month and for the period 
from the beginning of the current fiscal year to the 
end of such quarter, setting forth in each case in 
comparative form the consolidated figures for the 
corresponding periods of the previous fiscal year, all 
in reasonable detail and certified by the chief 
financial officer of Huntway that they fairly present 
the financial condition of Huntway and its 
Subsidiaries as at the dates indicated and the results 
of their operations for the periods indicated, subject 
to changes resulting from audit and normal year-end 
adjustment;
(c)	as soon as practicable, and in any event 
within 90 days after the end of each year, 
consolidated balance sheets of Huntway and its 
Subsidiaries as at the end of such year and the 
related consolidated statements of income, cash flows 
and equity of Huntway and its Subsidiaries for such 
year with a report thereon by the independent public 
accountants of Huntway, setting forth in each case in 
comparative form the consolidated figures for the 
previous fiscal year, all in reasonable detail and 
certified by the chief financial officer of Huntway 
that they fairly present the financial condition of 
Huntway and its Subsidiaries as at the dates indicated 
and the results of their operations for the periods 
indicated;
(d)	As soon as practicable, and in any event 
within 30 days after the end of January and February 
of each year, preliminary consolidated balance sheets 
of Huntway as at the end of such period and the 
related preliminary consolidated statements of income 
of Huntway and its Subsidiaries for such month, 
setting forth in each case in comparative form the 
consolidated figures for the corresponding periods of 
the previous fiscal year;
(e)	together with each delivery of financial 
statements of Huntway and its Subsidiaries pursuant to 
subsections (a), (b) and (c) above, (i) an Officers 
Certificate stating that the signers have reviewed the 
terms of this Agreement and have made, or caused to be 
made under their supervision, a review in reasonable 
detail of the transactions and condition of Huntway 
and its Subsidiaries during the accounting period 
covered by such financial statements and that such 
review has not disclosed the existence at the end of 
such accounting period, and that the signers do not 
have knowledge of the existence as at the date of the 
Officers Certificate, of any condition or event which 
constitutes an Event of Default or Potential Event of 
Default, or, if any such condition or event existed or 
exists, specifying the nature and period of existence 
thereof and what action Huntway has taken, is taking 
and proposes to take with respect thereto; and (ii) a 
Compliance Certificate demonstrating in reasonable 
detail compliance at the end of each applicable 
accounting period with the restrictions contained in 
Section 5.15, and specifying the aggregate amount of 
interest paid (in cash and in kind) or accrued by 
Huntway and its Subsidiaries, and the aggregate amount 
of depreciation and amortization charged on the books 
of Huntway and its Subsidiaries; provided that a 
Compliance Certificate need not be delivered with 
delivery of financial statements of Huntway and its 
Subsidiaries pursuant to subsection (a) above;
(f)	promptly upon receipt thereof, copies of 
all reports submitted to Huntway or its Subsidiaries 
by independent public accountants in connection with 
each annual, interim or special audit of the financial 
statements of Huntway and its Subsidiaries made by 
such accountants, including, without limitation, the 
management letter submitted by such accountants in 
connection with their annual audit;
(g)	promptly upon their becoming available, 
copies of all financial statements, reports, notices 
and proxy statements, if any, sent or made available 
generally by Huntway to its security holders or by any 
Subsidiary of Huntway to its security holders other 
than Huntway or another Subsidiary, of all regular and 
periodic reports (including, Forms 10-Q, 10-K and 8-
K), all registration statements and prospectuses, if 
any, and all other information and documents filed by 
Huntway or any of its Subsidiaries with any securities 
exchange or with the Securities and Exchange 
Commission or any governmental authority succeeding to 
any of its functions, and of all press releases and 
other statements made available generally by Huntway 
or any Subsidiary of Huntway to the public concerning 
material developments in the business of Huntway and 
its Subsidiaries;
(h)	promptly upon any officer of Huntway 
obtaining knowledge (i) of any condition or event 
which constitutes an Event of Default or Potential 
Event of Default, (ii) that any Person has given any 
notice to Huntway or any Subsidiary of Huntway or 
taken any other action with respect to a claimed 
default or event or condition of the type referred to 
in Section 6.01(vii), (iii) of a material adverse 
change in the business, operations, properties, 
assets, condition (financial or otherwise) or 
prospects of Huntway and its Subsidiaries, taken as a 
whole, an Officers Certificate specifying the nature 
and period of existence of any such condition or 
event, or specifying the notice given or action taken 
by such holder or Person and the nature of such 
claimed default, Event of Default, Potential Event of 
Default, or event or condition, and what action 
Huntway or such Subsidiary, as the case may be, has 
taken, is taking and proposes to take with respect 
thereto, or (iv) that any holder of a Lien permitted 
by Section 5.10(g) has given any notice to Huntway or 
any Subsidiary of Huntway or taken any other action 
with respect to such Lien that could result in the 
foreclosure or enforcement of such Lien against the 
assets of Huntway or any Subsidiary;
(i)	promptly upon any officer of Huntway 
obtaining knowledge of (i) the institution of, or 
threat of, any action, suit, proceeding, governmental 
investigation or arbitration against or materially and 
adversely affecting Huntway or any of its Subsidiaries 
or any property of Huntway or any of its Subsidiaries, 
which constitutes a claim with a reasonable likelihood 
of success and which has not previously been disclosed 
by Huntway to Bankers, or (ii) any material 
development in any such action, suit, proceeding, 
governmental investigation or arbitration, which if 
adversely determined, might materially and adversely 
affect the business, operations, properties, assets or 
condition (financial or otherwise) of Huntway and its 
Subsidiaries, taken as a whole, Huntway shall promptly 
given notice thereof to Bankers and provide such other 
information as may be reasonably available to Huntway 
to enable Bankers and its counsel to evaluate such 
matters;
(j)	promptly upon becoming aware of the 
occurrence of any (i) Termination Event, or 
(ii) prohibited transaction, as such term is defined 
in Section 4975 of the Internal Revenue Code, in 
connection with any Pension Plan or any trust created 
thereunder, a written notice specifying the nature 
thereof, what action Huntway has taken, is taking or 
proposes to take with respect thereto and, when known, 
any action taken or threatened by the Internal Revenue 
Service or the PBGC with respect thereto;
(k)	with reasonable promptness copies of 
(i) all notices received by Huntway or any of its 
ERISA Affiliates of the PBGCs intent to terminate any 
Pension Plan or to have a trustee appointed to 
administer any Pension Plan; (ii) each Schedule B 
(Actuarial Information) to the annual report (Form 
5500 Series) filed by Huntway or any of its ERISA 
Affiliates with the Internal Revenue Service with 
respect to each Pension Plan; and (iii) all notices 
received by Huntway or any of its ERISA Affiliates 
from a Multiemployer Plan sponsor concerning the 
imposition or amount of withdrawal liability pursuant 
to Section 4202 of ERISA;
(l)	as soon as practicable, and in any event 
within 10 days after the end of each month, a report 
setting forth a list of letters of credit outstanding, 
the issue date, the expiration date, the beneficiary 
and the use of each letter of credit outstanding as of 
such date;
(m)	on or before November 1 of each year 
draft, and on or before November 30 of each year 
final, projections for Huntway for the next year 
containing balance sheets, income statements and cash 
flow statements for the year and for each month of the 
year; and
(n)	with reasonable promptness, such other 
information and data with respect to Huntway or its 
Subsidiaries as from time to time may be reasonably 
requested by Bankers.
Section 5.10. Limitation on Liens.
Huntway will not, and will not permit any of 
its Subsidiaries to, directly or indirectly, create, 
incur, assume or permit to exist any Lien on or with 
respect to any of its properties or assets or the 
properties or assets of any of its Subsidiaries, 
respectively, whether now owned or hereafter acquired, 
or any income or profits therefrom, except:
(a)	Permitted Liens;
(b)	Liens created by the Collateral Documents 
in favor of Bankers or the Collateral Agent;
 (c)	Liens on the assets that are subject to 
that certain Master Agreement Business Deposit 
Accounts by and between Huntway and Bank of America 
(BofA) dated as of  January 19, 1999, in favor of  
BofA;
(d)	[intentionally omitted];
(e)	[intentionally omitted];
(f)	[intentionally omitted]; and
(g)	Liens which have been consented to in 
writing by Bankers.
Neither Huntway nor any of its Subsidiaries 
will enter into any agreement prohibiting the creation 
or assumption of any Lien upon any of their properties 
or assets, whether now owned or hereafter acquired, to 
secure payment of the Obligations.
Section 5.11. Restrictions on Acquisition of 
Subsidiaries
Huntway will not, nor will it permit any 
Subsidiary to, acquire or form any Subsidiaries 
without the express prior written consent of Bankers, 
which consent shall not be unreasonably withheld; 
provided that in all cases Bankers or the Collateral 
Agent shall obtain a Lien with respect to the stock 
and assets of such Subsidiaries.  Reference to 
Subsidiaries in this Indenture shall not be applicable 
until any such Subsidiaries are formed.
Section 5.12. Inspection
Huntway will permit authorized representatives 
designated by Bankers, at the expense of Bankers, to 
visit and inspect properties of Huntway or any of its 
Subsidiaries, including its and their financial and 
accounting records, and to make copies and take 
extracts therefrom, and to discuss its and their 
affairs, finances and accounts with its and their 
officers and independent public accountants, all upon 
reasonable notice to Huntway and at such reasonable 
times during normal business hours and as often as may 
be reasonably requested.
Section 5.13. Maintenance of Properties and 
Insurance.
Huntway will cause all material properties 
owned by or leased to it or any of its Subsidiaries 
and used or useful in the conduct of its business or 
the business of such Subsidiary to be maintained and 
kept in normal condition, repair and working order and 
supplied with all necessary equipment and will cause 
to be made all necessary repairs, renewals, 
replacements, betterments and improvements thereof, 
all as in the judgment of Huntway may be necessary, so 
that the business carried on in connection therewith 
may be properly and advantageously conducted at all 
times.  Huntway will provide or cause to be provided, 
for itself and the Subsidiaries, insurance against 
loss or damage of the kinds customarily insured 
against by entities similarly situated and owning like 
properties, including, but not limited to, products 
liability insurance and public liability insurance, 
with reputable insurers or with the government of the 
United States of America or an agency or 
instrumentality thereof, in such amounts with such 
deductibles and by such methods as shall be customary 
for entities similarly situated in the industry.
Section 5.14. Transactions with Partners and 
Affiliates.
Huntway will not, and will not permit any of 
its Subsidiaries to, directly or indirectly, enter 
into or permit to exist any transaction (including, 
without limitation, the purchase, sale, lease or 
exchange of any property or the rendering of any 
service) with any holder of 5% or more of the total 
capital stock of Huntway, or with an Affiliate of 
Huntway or of any such holder, on terms that are less 
favorable to Huntway or that Subsidiary, as the case 
may be, than those which might be obtained at the time 
from Persons who are not such a holder or Affiliate; 
provided that the foregoing restriction shall not 
apply to (i) any transaction between Huntway and any 
of its wholly-owned Subsidiaries or between any of 
Huntways wholly-owned Subsidiaries , (ii) any loan to 
any employee permitted under Section 5.17 or (iii) the 
grant of any stock option by Huntway to any of its 
directors or employees or the exercise of such stock 
options.
Section 5.15. Financial Covenants.
Huntway will not permit Consolidated EBITDA as 
of the last day of each quarter for the four 
consecutive quarter period ended on such day to be 
less than $8,500,000.
Section 5.16.  [intentionally omitted]
Section 5.17. Limitation on Investments, Loans and 
Advances.
Huntway will not, nor will it permit any 
Subsidiary to, make any advance, loan, extension of 
credit or capital contribution to, or purchase any 
stock, bonds, notes, debentures or other securities 
of, or make any other investment in, any Person, 
except (a) extensions of trade credit in the ordinary 
course of business and investments in Cash 
Equivalents; (b) advances to employees in the ordinary 
course of business which shall not exceed $10,000 to 
any single employee and $25,000 in the aggregate to 
all employees at any time outstanding; and (c) hedging 
transactions relating to crude oil purchases otherwise 
permitted hereunder; (d) Loans by Huntway to Sunbelt 
and (e) investments made pursuant to that certain 
Master Agreement Business Deposit Accounts by and 
between Huntway and Bank of America (BofA) dated as of  
January 19, 1999, in favor of  BofA.
Section 5.18. Limitation on Consolidated Capital 
Expenditures.
Huntway will not and will not permit any of 
its Subsidiaries to make, in the aggregate, 
Consolidated Capital Expenditures in an amount in 
excess of $2,500,000 during 1997, in excess of 
$3,500,000 during 1998 or in excess of $8,500,000 
during 1999.
With respect to the capital expenditure 
limitations set forth above, Bankers, in connection 
with its review of the information required by Section 
5.09(m) will discuss with Huntway any necessary 
increases to the permitted level of capital 
expenditures as a result of presently unanticipated 
remedial actions required by regulation or law.
Section 5.19. Fundamental Changes Only on Certain 
Terms.
Huntway will not, and will not permit any of 
its Subsidiaries to, (i) amend the Sunbelt Partnership 
Agreement other than to add additional limited 
partners or general partners pursuant to the terms 
thereof, alter the obligations of the Sunbelt General 
Partner under the Sunbelt Partnership Agreement, or 
allow Huntway to withdraw from the Sunbelt partnership 
or to sell or otherwise transfer any of its Sunbelt 
partnership interests to any Person such that Huntway 
ceases to be the Sunbelt Managing General Partner, or 
add any person as a general partner such that Huntway 
ceases to be the Sunbelt Managing General Partner, 
without the express prior written consent of Bankers; 
provided, however, that Sunbelt may alter the 
existence of the limited partners in accordance with 
the provisions of Articles V and VI of the Sunbelt 
Partnership Agreement, or (ii) enter into any 
transaction of merger or consolidation, or liquidate, 
wind up or dissolve itself (or suffer any liquidation 
or dissolution), or convey, sell, lease, sub-lease, 
transfer or otherwise dispose of, in one transaction 
or a series of transactions, all or any substantial 
part of its business or rights related thereto, 
property (whether leased or owned in fee) or fixed 
assets outside of the ordinary course of business 
consistent with past practices, whether now owned or 
hereafter acquired or acquire by purchase or otherwise 
all or substantially all the business, property or 
fixed assets of, or stock or other evidence of 
beneficial ownership of, any Person except:
(a)	Huntway may transfer its Sunbelt 
partnership interests or Sunbelt may transfer its 
interest in the underlying assets of Sunbelt if it 
receives at least the fair market value of such 
transferred interests or assets and the proceeds from 
such transfer that constitute proceeds of Boeing 
Capital First Priority Collateral (as such term is 
defined in the Intercreditor Agreement) are applied to 
prepay Indebtedness owed under the Senior Notes and 
the proceeds from such transfer that constitute 
proceeds of Boeing Capital Second Priority Collateral 
(as such term is defined in the Intercreditor 
Agreement) are applied to  cash collateralize the 
Letters of Credit and permanently reduce the 
Commitment in the amount of such cash 
collateralization;
 (b)	any Subsidiary of Huntway may be merged 
or consolidated with or into Huntway or any of its 
wholly-owned Subsidiaries, or be liquidated, wound up 
or dissolved, or all or substantially all of its 
business, property or assets may be conveyed, sold, 
leased, exchanged, transferred or otherwise disposed 
of, in one transaction or a series of transactions, to 
Huntway or any wholly-owned Subsidiary of Huntway; 
provided that, in the case of such a merger or 
consolidation, Huntway or such wholly-owned Subsidiary 
shall be the continuing and surviving corporation;
(c)	Huntway and its Subsidiaries may sell or 
otherwise dispose of any of their other assets outside 
of the ordinary course of business; provided that 
(i) any such sale or other disposition is made for at 
least the fair market value of such assets; and 
(ii) the fair market value of assets sold in any 
transaction or transactions otherwise permitted by 
this subsection (c) shall not exceed $250,000 in the 
aggregate in any calendar year (except as permitted in 
subsection (a) above); 
(d)	[intentionally omitted]; and
(e)	acquisitions of assets or stock permitted 
by Section 5.14.
Section 5.20. Contingent Obligations.
Huntway will not, and will not permit any of 
its Subsidiaries to, directly or indirectly, create or 
become or be liable with respect to any Contingent 
Obligation except:
(a)	guarantees resulting from endorsement of 
negotiable instruments for collection in the ordinary 
course of business;
(b)	Huntway and its Subsidiaries may become 
liable with respect to Contingent Obligations in an 
aggregate amount not in excess of $100,000 outstanding 
at any one time; 
(c)	[intentionally omitted];
(d)	Huntway and its Subsidiaries may become 
and remain liable with respect to additional letters 
of credit permitted under Section 5.06(e); 
(e)	Huntway and its Subsidiaries may become 
and remain liable with respect to hedging agreements 
relating to the price of crude oil in an amount not to 
exceed $1,500,000;
(f)	Huntway may become and remain liable with 
respect to its obligations arising solely by being the 
general partner of Sunbelt; and
(g)	Huntway and Sunbelt may become and remain 
liable with respect to Contingent Obligations arising 
under the Letters of Credit and the IDB Letter of 
Credit.
Section 5.21. Conduct of Business.
Huntway will not, and will not permit any of 
its Subsidiaries to, engage in any business other than 
the business engaged in by Huntway and its 
Subsidiaries on the Effective Date and substantially 
similar or related businesses and any other businesses 
which in the aggregate are not material to Huntway and 
its Subsidiaries taken as a whole.
Section 5.22. Intentionally Omitted.
Section 5.23. Environmental Covenants.
(a)	Huntway shall, and shall cause each of 
its Subsidiaries to, exercise all due diligence in 
order to comply and cause (i) all tenants under any 
leases or occupancy agreements affecting any portion 
of the Facilities and (ii) all other Persons on or 
occupying such property, to comply with all 
Environmental Laws in all material respects.
(b)	Huntway agrees that Bankers may, from 
time to time and in its sole and absolute discretion, 
upon obtaining knowledge of a Release of Hazardous 
Materials or any violation of any Environmental Laws 
which has a reasonable possibility of creating a 
liability to Huntway or adversely impacting the value 
of any real property owned, operated or used by 
Huntway, retain, at Huntways expense, an independent 
professional consultant to review any report relating 
to Hazardous Materials prepared by or for Huntway and 
to conduct its own investigation of any Facility 
currently owned, leased, operated or used by Huntway 
or any of its Subsidiaries, and Huntway agrees to use 
its best efforts to obtain permission for such 
professional consultant to conduct its own 
investigation of any Facility previously owned, 
leased, operated or used by Huntway or any of its 
Subsidiaries.  Huntway hereby grants to Bankers and 
its agents, employees, consultants and contractors, 
the right to enter into or on the Facilities currently 
owned, leased, operated or used by Huntway or any of 
its Subsidiaries to perform such tests on such 
property as are reasonably necessary to conduct such a 
review and/or investigation.  Any such investigation 
of any Facility shall be conducted, unless otherwise 
agreed to by Huntway and Bankers, during normal 
business hours and, to the extent reasonably 
practicable, shall be conducted so as not to interfere 
with the ongoing operations at any such Facility or to 
cause any damage or loss to any property at such 
Facility.  Any report of any investigation conducted 
at the request of Bankers pursuant to this Section 
5.23(b) will be obtained and shall be used by Bankers 
for Bankers internal business purposes, to monitor 
compliance with this Agreement and to protect Bankers 
security interests created by this Agreement and the 
Collateral Documents.  A copy of any such report shall 
be delivered to Huntway with the understanding that 
Huntway acknowledges and agrees that (i) it will 
indemnify and hold harmless Bankers from any costs, 
losses or liabilities relating to Huntways use of or 
reliance on such report, (ii) Bankers makes no 
representation or warranty with respect to such 
report, and (iii) by delivering such report to 
Huntway, Bankers is not requiring or recommending the 
implementation of any suggestions or recommendations 
contained in such report.
(c)	Huntway shall promptly advise Bankers in 
writing and in reasonable detail of (i) any Release of 
any Hazardous Materials required to be reported to any 
federal, state or local governmental or regulatory 
agency under any applicable Environmental Laws, 
(ii) any and all written communications with respect 
to any Environmental Claims that have a reasonable 
probability of giving rise to a Material Adverse 
Effect or with respect to any Release of Hazardous 
Materials required to be reported to any federal, 
state or local governmental or regulatory agency, 
(iii) any remedial action taken by Huntway or any 
other Person in response to (x) any Hazardous 
Materials on, under or about any Facility, the 
existence of which has a reasonable probability of 
resulting in an Environmental Claim having a Material 
Adverse Effect, or (y) any Environmental Claim that 
could have a Material Adverse Effect, (iv) Huntways 
discovery of any occurrence or condition on any real 
property adjoining or in the vicinity of any Facility 
that could cause such Facility or any part thereof to 
be subject to any restrictions on the ownership, 
occupancy, transferability or use thereof under any 
Environmental Laws, and (v) any written request for 
information from any governmental agency relating to 
Huntways or any of its Subsidiaries potential 
responsibility for a Release of Hazardous Materials.
(d)	Huntway shall promptly notify Bankers of 
(i) any proposed acquisition of stock, assets, or 
property by Huntway or any of its Subsidiaries that 
could reasonably be expected to expose Huntway or any 
of its Subsidiaries to, or result in, Environmental 
Claims that could have a Material Adverse Effect or 
that could reasonably be expected to have a material 
adverse effect on any Governmental Authorization then 
held by Huntway or any of its Subsidiaries and 
(ii) any proposed action to be taken by Huntway or any 
of its Subsidiaries to commence new and substantially 
different manufacturing, industrial or other 
operations that could reasonably be expected to 
subject Huntway or any of its Subsidiaries to 
additional laws, rules or regulations, including, 
without limitation, laws, rules and regulations 
requiring additional environmental permits or 
licenses.
(e)	Huntway shall, at its own expense, 
provide copies of such documents or information as 
Bankers may reasonably request in relation to any 
matters disclosed pursuant to this Section 5.23.
(f)	Huntway shall promptly take, and shall 
cause each of its Subsidiaries promptly to take, any 
and all necessary remedial action in connection with 
the presence, storage, use, disposal, transportation 
or Release of any Hazardous Materials on, under or 
about any Facility in order to comply with all 
applicable Environmental Laws and Governmental 
Authorizations in all material respects.  In the event 
Huntway or any of its Subsidiaries undertakes any 
remedial action with respect to any Hazardous 
Materials on, under or about any Facility, Huntway or 
such Subsidiary shall conduct and complete such 
remedial action in compliance with all applicable 
Environmental Laws, and in accordance with the 
policies, orders and directives of all federal, state 
and local governmental authorities, in each case in 
all material respects, except when, and only to the 
extent that, Huntways or such Subsidiarys liability 
for such presence, storage, use, disposal, 
transportation or discharge of any Hazardous Materials 
is being contested in good faith by Huntway or such 
Subsidiary.
Section 5.24. Amendments of Other Indentures
Huntway will not amend either the Junior 
Subordinated Debenture Indenture or the Senior 
Subordinated Indenture if any such amendment would 
either (i) amend or otherwise change the terms of the 
Indebtedness represented by such indenture, or make 
any payment consistent with an amendment or change 
thereto, if the effect of such amendment, change or 
payment is to increase the interest rate on such 
Indebtedness, change the dates upon which payments of 
principal or interest are due thereon, change any 
event default or condition to an event of default 
(such as the giving of notice or expiration of 
applicable grace periods) with respect to such 
Indebtedness, change the redemption provisions 
thereof, change the subordination provisions thereof 
(or of any guaranty thereof) or which, together with 
all other amendments or changes made, increase 
materially the obligations of Huntway or other obligor 
or confer additional rights on the holders of such 
Indebtedness which would be adverse to Huntway or 
Bankers; or (ii) defease, or make any payments the 
effect of which is to defease (whether pursuant to the 
defeasance provisions of such indenture or the terms 
of the securities issued thereunder or otherwise), 
such Indebtedness in whole or in part.
Section 5.25. Year 2000 Compliance.
Huntway will ensure that its Information 
Systems and Equipment are at all times after 
September 30, 1999 Year 2000 Compliant, except insofar 
as the failure to do so will not result in a Material 
Adverse Effect, and shall notify Bankers promptly upon 
detecting any failure of the Information Systems and 
Equipment to then be Year 2000 Compliant.  In 
addition, Huntway shall provide Bankers  with such 
information about its year 2000 computer readiness 
(including, without limitation, information as to 
contingency plans, budgets and testing results) as 
Bankers  shall reasonably request.
Section 5.26. Collateral Agent and Security 
Documents 	

Huntway and Sunbelt shall cause the due and 
punctual payment of all Obligations when and as the 
same shall be due and payable, whether at maturity, by 
acceleration, or otherwise, and interest on the 
overdue reimbursement obligations in respect of and 
interest (to the extent permitted by law), if any, on 
the Obligations to be secured as provided in the 
Security Documents.  Huntway and Sunbelt will do or 
cause to be done all such acts and things as may be 
necessary or proper, or as may be required by the 
provisions of the Security Documents, to assure and 
confirm to the Collateral Agent, for the benefit and 
security of Bankers, the security interest in the 
Collateral contemplated hereby and by the Security 
Documents, so as to render the same available for the 
security and benefit of the Obligations, according to 
the intent and purposes herein expressed, subject to 
the Intercreditor Agreement.  Huntway and Sunbelt 
shall take, upon request of Bankers, any and all 
actions reasonably required to cause the Security 
Documents to create and maintain, as security for the 
Obligations, valid and enforceable, perfected (except 
as expressly provided therein) Liens in and on all the 
Collateral and such property, in favor of the 
Collateral Agent, for the benefit and security of 
Bankers, superior to and prior to the rights of all 
third persons, and subject to no other Liens, other 
than as provided herein, in the Security Documents, 
and in the Intercreditor Agreement.

ARTICLE VI
EVENTS OF DEFAULT
Section 6.01. Events of Default
		The occurrence of any of the following events 
shall be an Event of Default:
		(i)	Huntway or Sunbelt shall fail to pay any 
amount payable hereunder when due and continuance 
of such default for a period of three days; or
		(ii)	Huntway or Sunbelt shall use any Letter of 
Credit for a purpose other than that specified in 
the Notice of Request to Issue or Amend a Letter 
of Credit delivered with respect thereto or for 
any purpose not permitted by Section 2.01D; or
		(iii)	The aggregate face amount of Letters 
of Credit outstanding shall exceed $17,500,000 at 
any time; or
		(iv)	Any representation or warranty made by 
Huntway or Sunbelt herein, or by Huntway or 
Sunbelt (or any of its officers) in connection 
with this Agreement or any Related Document shall 
prove to have been incorrect when made; or
		(v)	Huntway or Sunbelt shall fail to perform 
or observe any other term, covenant or agreement 
contained in this Agreement and any such failure 
shall remain unremedied for 15 days after written 
notice thereof shall have been given to Huntway or 
Sunbelt, as the case may be, by Bankers; provided 
that an Event of Default shall occur without 
regard to the giving of notice or lapse of time if 
Huntway shall fail to perform or observe the 
covenants set forth in Sections 5.06, 5.07, 5.10, 
5.17, 5.18, 5.19 or 5.20 hereof; or
		(vi)	Any material provision of this Agreement 
shall at any time for any reason cease to be in 
full force and effect or shall be declared to be 
null and void, or the validity or enforceability 
thereof shall be contested by Huntway, Sunbelt or 
any governmental agency or authority, or Huntway 
or Sunbelt shall deny that it has any or further 
liability or obligation under this Agreement; or
		(vii)	Huntway or Sunbelt shall (A) fail to 
pay when due (whether by scheduled maturity, 
required prepayment, acceleration, demand or 
otherwise) any payment of any Indebtedness in the 
outstanding principal amount of $250,000 or more, 
or in the payment of any Contingent Obligation, 
the outstanding principal amount of which is 
$250,000 or more, and such failure shall continue 
after the applicable grace period, if any, 
specified in such agreements or instruments 
relating to such Indebtedness, or (B) breach or 
default with respect to any other term of any 
evidence of Indebtedness, the outstanding 
principal amount of which is $250,000 or more or 
of any loan agreement, mortgage, indenture or 
other material agreement relating thereto if, in 
the case of any such Indebtedness other than the 
Senior Note Agreement , the effect of such failure 
to perform or observe is to accelerate, or to 
permit the acceleration of, the maturity of such 
Indebtedness (upon giving or receiving of notice, 
lapse of time, both or otherwise), or (C) fail to 
perform or observe any other term, covenant or 
condition on its part to be performed or observed 
under the Senior Note Agreement when required to 
be performed or observed; or
		(viii)	(i) A court having jurisdiction in the 
premises shall enter a decree or order for relief 
in respect of Huntway, Sunbelt or any of their 
respective Subsidiaries in an involuntary case 
under the Bankruptcy Code or under any other 
applicable bankruptcy, insolvency or similar law 
now or hereafter in effect, which decree or order 
is not stayed, or any other similar relief shall 
be granted under any applicable federal or state 
law; or (ii) an involuntary case shall be 
commenced against Huntway, Sunbelt or any of their 
Subsidiaries under the Bankruptcy Code or under 
any other applicable bankruptcy, insolvency or 
similar law now or hereafter in effect; or a 
decree or order of a court having jurisdiction in 
the premises for the appointment of a receiver, 
liquidator, sequestrator, trustee, custodian or 
other officer having similar powers over Huntway, 
Sunbelt or any of their Subsidiaries, or over all 
or a substantial part of their property, shall 
have been entered; or there shall have occurred 
the involuntary appointment of an interim 
receiver, trustee or other custodian of Huntway, 
Sunbelt or any of their Subsidiaries for all or a 
substantial part of their respective properties; 
or a warrant of attachment, execution or similar 
process shall have been issued against any 
substantial part of the property of Huntway, 
Sunbelt or any of their Subsidiaries, and any such 
event described in this clause (ii) shall continue 
for 60 days unless dismissed, bonded or 
discharged; or
		(ix)	(i) Huntway, Sunbelt, or any of their 
Subsidiaries shall have an order for relief 
entered with respect to it or commence a voluntary 
case under the Bankruptcy Code or under any other 
applicable bankruptcy, insolvency or similar law 
now or hereafter in effect, or shall consent to 
the entry of an order for relief in an involuntary 
case, or to the conversion of an involuntary case 
to a voluntary case, under any such law, or shall 
consent to the appointment of or taking possession 
by a receiver, trustee or other custodian for all 
or a substantial part of its property; or Huntway, 
Sunbelt or any of their Subsidiaries shall make 
any assignment for the benefit of creditors; or 
(ii) Huntway, Sunbelt,  or any of their 
Subsidiaries shall be unable, or shall fail 
generally, or shall admit in writing its 
inability, to pay its debts as such debts become 
due; or the Board of Directors of Huntway or any 
of its Subsidiaries (or any committee thereof) or 
any general partner of Sunbelt  shall adopt any 
resolution or otherwise authorize any action to 
approve any of the actions referred to in clause 
(i) above or this clause (ii); or
		(x)	except as otherwise agreed to by Bankers, 
any money judgment, writ or warrant of attachment, 
or similar process involving in any case an amount 
in excess of $350,000 not adequately covered by 
insurance shall be entered or filed against 
Huntway or any of its material Subsidiaries or any 
of their respective assets and shall remain 
undischarged, unvacated, unbonded or unstayed for 
a period of 30 days or in any event later than 
five days prior to the date of any proposed sale 
thereunder; or
		(xi)  any order, judgment or decree shall be 
entered against Huntway or any of its material 
Subsidiaries, decreeing the dissolution or split 
up of Huntway or that Subsidiary and such order 
shall remain undischarged or unstayed for a period 
in excess of 30 days; or
		(xii)  any Pension Plan maintained by Huntway 
or any of its respective ERISA Affiliates shall be 
terminated within the meaning of Title IV of ERISA 
or a trustee shall be appointed by an appropriate 
United States district court to administer any 
Pension Plan, or the Pension Benefit Guaranty 
Corporation (or any successor thereto) shall 
institute Proceedings to terminate any Pension 
Plan or to appoint a trustee to administer any 
Pension Plan if as of the date thereof Huntways 
liability or any such ERISA Affiliates liability 
(after giving effect to the tax consequences 
thereof) to the Pension Benefit Guaranty 
Corporation (or any successor thereto) for 
unfunded guaranteed vested benefits under the 
Pension Plans exceeds the then current fair market 
value of assets accumulated in such Pension Plan 
by more than $250,000, in the aggregate (or in the 
case of a termination involving Huntway or any of 
its ERISA Affiliates as a substantial employer (as 
defined in Section 4001(a)(2) of ERISA) the 
withdrawing employers proportionate share of such 
excess shall exceed such amount); or
		(xiii)  Huntway or any of its ERISA Affiliates 
as employer under a Multiemployer Plan shall have 
made a complete or partial withdrawal from such 
Multiemployer Plan and the plan sponsor of such 
Multiemployer Plan shall have notified such 
withdrawing employer that such employer has 
incurred a withdrawal liability in an annual 
amount exceeding $100,000; or
		(xiv)  or the protection or security afforded 
the Collateral Agent in any portion of the 
Collateral is thereby in any material respect 
impaired for any reason; or the Collateral Agent 
shall fail to have a valid, perfected and 
enforceable first priority security interest in 
(subject to the Liens permitted by Section 5.10 
hereof) Huntways or Sunbelts right, title and 
interest in any Collateral; or Huntway or Sunbelt 
shall contest in any manner that this Agreement 
constitutes its valid and enforceable agreement; 
or Huntway or Sunbelt shall contest the validity 
or enforceability of or assert in any manner that 
it has no further obligation or liability under 
any Security Document or Guaranty (as Guaranty is 
defined in the Intercreditor Agreement) to which 
it is a party, including without limitation with 
respect to future extensions of  credit by 
Bankers; or any Guaranty (as Guaranty is defined 
in the Intercreditor Agreement) for any reason, 
other than the satisfaction in full of all 
Indebtedness (as defined therein), shall cease to 
be in full force and effect (other than in 
accordance with its terms) or shall be declared to 
be null and void.
Section 6.02. Upon an Event of Default.
		(a)  If an Event of Default described under 
Section 6.01(viii) or 6.01(ix) occurs, any and all 
Obligations (i) then owing or (ii) which would 
become owing upon a drawing of any amount 
available under any Letter of Credit or the IDB 
Letter of Credit shall automatically become due 
and payable, and the Commitment shall 
automatically terminate.  Any amounts described in 
clause (ii) above when received by Bankers shall 
be delivered to the Collateral Agent pursuant to 
the Collateral Account Agreement as cash 
collateral for the Obligations and for the Senior 
Notes and Convertible Notes, as required by the 
Intercreditor Agreement.  
		(b)	If any Event of Default shall have 
occurred and be continuing (including under 
Section 6.01(viii) or 6.01(ix) with respect to 
clause (iii) below), Bankers may, in its sole 
discretion, but shall not be obligated to, (i) by 
notice to Huntway and Sunbelt, declare the 
Commitment to be terminated, whereupon the same 
shall forthwith terminate, (ii) declare any and 
all Obligations (x) then owing and (y) which would 
become owing upon a drawing of any amount 
available under any Letter of Credit or the IDB 
Letter of Credit to be immediately due and 
payable, whereupon all obligations described in 
the preceding clauses (x) and (y) shall 
automatically become due and payable, or 
(iii) exercise any other remedy available to it at 
law, in equity or otherwise.  Any amounts 
described in clause (y) above when received by 
Bankers shall be delivered to the Collateral Agent 
pursuant to the Collateral Account Agreement as 
cash collateral for the Obligations and for the 
Senior Notes and Convertible Notes, as required by 
the Intercreditor Agreement.		

ARTICLE VII
MISCELLANEOUS
Section 7.01. Amendments, Etc. No amendment or 
waiver of any provision of this Agreement, nor consent 
to any departure by Huntway or Sunbelt therefrom, 
shall in any event be effective unless the same shall 
be in writing and signed by Bankers, Huntway and 
Sunbelt and then such waiver or consent shall be 
effective only in the specific instance and for the 
specific purpose for which given.
Section 7.02. Notice, Etc.  All notices, demands 
and other communications provided for hereunder shall, 
unless otherwise stated herein, be in writing 
(including facsimile notice with telephonic 
confirmation) and mailed, sent or delivered, if to 
Huntway or Sunbelt at 25129 The Old Road, Suite 322, 
Newhall, California 91381, to the attention of the 
Chief Financial Officer, and in the case of telecopy 
to telecopy no.: (805) 286-1588; if to Bankers, in the 
case of deliveries or mailings, at its address at One 
Bankers Trust Plaza, Mail Stop 2283, 130 Liberty 
Street, 28th Floor New York, New York, 10006 and in 
the case of telecopy, to telecopy no.:  (212) 669-
1575, in each case Attention: Keith Braun, or, as to 
each party, to such other Person and/or at such other 
address or number as shall be designated by such party 
in a written notice to each other party.  All such 
notices and communications shall be effective when 
mailed or sent, addressed as aforesaid, except that 
notices to Bankers pursuant to the provisions of 
Article II shall not be effective until received by 
Bankers.  Notices of any Potential Event of Default 
shall be sent by Huntway or Sunbelt to Bankers by 
telecopy (with immediate telephonic confirmation).
Section 7.03. No Waiver; Remedies.  No failure on 
the part of Bankers to exercise, and no delay in exer-
cising, any right hereunder shall operate as a waiver 
thereof; nor shall any single or partial exercise of 
any right hereunder preclude any other or further 
exercise thereof or the exercise of any other right.  
The remedies herein provided are cumulative and not 
exclusive of any remedies provided by law.
Section 7.04. Set-off by Bankers; Security Interest 
in Deposit Accounts.  Upon the occurrence and during 
the continuance of any Event of Default, Bankers is 
hereby authorized at any time and from time to time, 
without notice to Huntway or Sunbelt (any such notice 
being expressly waived by Huntway or Sunbelt 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 and 
other indebtedness at any time owing by Bankers to or 
for the credit or the account of Huntway or Sunbelt 
against any and all of the Obligations now or 
hereafter existing under this Agreement except as 
otherwise provided in the Intercreditor Agreement, 
irrespective of whether or not Bankers shall have made 
any demand hereunder and although such obligations may 
be contingent or unmatured.  Bankers agrees promptly 
to notify Huntway or Sunbelt after any such setoff and 
application; provided that the failure to give such 
notice shall not affect the validity of such setoff 
and application.  Subject to the limitations set forth 
above, the rights of Bankers under this Section are in 
addition to other rights and remedies (including, 
without limitation, other rights of set-off) which 
Bankers may have.  Huntway and Sunbelt each hereby 
grants to Collateral Agent a security interest in all 
deposits and accounts maintained with Bankers as 
security for the Obligations, the Senior Notes and 
Convertible Notes and Subordinated Notes, subject to 
the terms of the Intercreditor Agreement.
Section 7.05. Indemnification.  Each of Huntway and 
Sunbelt hereby indemnifies and holds Bankers and the 
officers, directors, employees, agents and Affiliates 
of Bankers (the Indemnitees) harmless from and against 
any and all claims, damages, losses, liabilities, 
costs or expenses (including reasonable attorneys 
fees and expenses) which the Indemnitees may incur or 
which may be claimed against the Indemnitees by any 
Person:
		(a)	by reason of or in connection with the 
execution, delivery or performance of this 
Agreement, the Refinancing and Amendatory 
Agreement or any Related Document, the 
Intercreditor Agreement or any transaction 
contemplated herein or therein (including the 
issuance or amendment of any Letter of Credit or 
the IDB Letter of Credit); provided, however, that 
neither Huntway nor Sunbelt shall be liable under 
this Section to indemnify the Indemnitees for any 
claims, damages, losses, liabilities, costs or 
expenses resulting solely from Bankers gross 
negligence or willful misconduct as determined by 
a court of competent jurisdiction or from other 
contracts, agreements or instruments to which 
Bankers is a party, not related to this Agreement; 
or
		(b)	by reason of or in connection with the 
execution and delivery or transfer of, or payment 
or failure to make lawful payment under, any 
Letter of Credit or the IDB Letter of Credit; 
provided, however, that neither Huntway nor 
Sunbelt shall be required to indemnify the 
Indemnitees pursuant to this Section for any 
claims, damages, losses, liabilities, costs or 
expenses to the extent, but only to the extent, 
caused by (i) the willful misconduct or gross 
negligence of Bankers, as determined by a court of 
competent jurisdiction,  in determining whether a 
draft or certificate presented under any Letter of 
Credit or the IDB Letter of Credit substantially 
complied with such terms of such Letter of Credit 
or the IDB Letter of Credit or (ii) Bankers 
willful failure, as determined by a court of 
competent jurisdiction, to make lawful payment 
under any Letter of Credit or the IDB Letter of 
Credit after the presentation to it by the 
beneficiary thereof of a draft and certificate 
strictly complying with the terms and conditions 
of such Letter of Credit or the IDB Letter of 
Credit; or
		(c)  the failure of Bankers to honor a drawing 
under any Letter of Credit or the IDB Letter of 
Credit as a result of any act or omission, whether 
rightful or wrongful, of any present or future de 
jure or de facto government or governmental 
authority (all such acts or omissions herein 
called Governmental Acts).
Nothing in this Section is intended to limit the other 
Obligations of Huntway or Sunbelt hereunder.  Without 
prejudice to the survival of any other Obligation 
hereunder, the obligations contained in this Section 
shall survive the payment in full of all amounts 
payable pursuant to Article II and the termination of 
each Letter of Credit, the IDB Letter of Credit and 
this Agreement.
Section 7.06. Liability of Parties.
(i)	Except as otherwise expressly set forth in this 
Agreement, Huntway or Sunbelt, as the case may be, 
assumes all risks of the acts or omissions of any 
beneficiary or transferee of any Letter of Credit or 
the IDB Letter of Credit with respect to its use of 
such Letter of Credit or the IDB Letter of Credit.  
Neither Bankers nor any of its officers or directors 
shall be liable or responsible (absent gross 
negligence or willful misconduct (as determined by a 
court of competent jurisdiction)) for:
		(a)	the use or misuse which may be made of any 
Letter of Credit or the IDB Letter of Credit or 
any acts or omissions of any beneficiary or 
transferee in connection therewith;
		(b)	the validity, accuracy, sufficiency or 
genuineness of documents, or of any endorsement 
thereon, even if such documents shall prove to be 
in any or all respects invalid, inaccurate, 
insufficient, fraudulent or forged;
		(c)	payment by Bankers against presentation of 
documents which do not comply with the terms of 
any Letter of Credit or the IDB Letter of Credit, 
including failure of any documents to bear any 
reference or adequate reference to such Letter of 
Credit or the IDB Letter of Credit; or
		(d)	failure of the beneficiary of any Letter 
of Credit or the IDB Letter of Credit to comply 
fully with conditions required in order to draw 
upon such Letter of Credit or the IDB Letter of 
Credit; or
		(e)  omissions, interruptions or delays in 
transmission or delivery of any messages, by mail, 
cable telegraph, telex or otherwise, whether or 
not they be in cipher; or
		(f)  errors in interpretation of technical 
terms; or
		(g)  any loss or delay in the transmission or 
otherwise of any document required in order to 
make a drawing under any Letter of Credit or the 
IDB Letter of Credit or of the proceeds thereof; 
or
		(h)  the misapplication by the beneficiary of 
any Letter of Credit or the IDB Letter of Credit 
of the proceeds of any drawing thereunder; or
		(i)  any consequences arising from causes 
beyond the control of Bankers, including, without 
limitation, any Governmental Acts (as defined in 
Section 7.05); or
		(j)  any other circumstances whatsoever in 
making or failing to make payment under any Letter 
of Credit or the IDB Letter of Credit.
In furtherance and not in limitation of the foregoing, 
Bankers 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.
		(ii)	Each of Huntway and Sunbelt shall be 
liable for payment of fees under Section 2.03(b), 
commissions under Section 2.03(a) and unreimbursed 
drawings under Section 2.02 only with respect to 
Letters of Credit issued for their other respective 
accounts, but they shall be jointly and severally 
liable for payment of amounts due for commitment fees 
under Section 2.03(c), tax payments under Section 
2.08, increased costs under Section 2.04, 
indemnification payments under Section 7.05, costs, 
expenses and taxes under Section 7.07 and all other 
amounts owed hereunder not specifically described in 
this Section 7.06(ii); provided that Huntway shall be 
obligated to pay for Sunbelts obligations hereunder 
to the extent provided in the Huntway Guaranty dated 
as of May 31, 1989, as amended.
Section 7.07. Costs, Expenses and Taxes.  Huntway 
and Sunbelt each hereby severally agrees to pay on 
demand all reasonable costs and expenses incurred in 
connection with the preparation, execution, delivery, 
filing, recording and administration of this 
Agreement, the Related Documents and the Intercreditor 
Agreement and any amendments or waivers thereto, 
including, without limitation, the reasonable fees and 
expenses of counsel for Bankers with respect to 
advising Bankers as to its rights and responsibilities 
under this Agreement whether or not any Letter of 
Credit or the IDB Letter of Credit is issued or 
amended.  Huntway and Sunbelt each severally also 
agrees to pay all reasonable costs and expenses 
(including reasonable counsel fees and expenses) 
incurred in connection with (i) the enforcement or 
amendment of this Agreement, the Intercreditor 
Agreement or any Related Document or any insolvency or 
bankruptcy proceeding, or (ii) any action or 
proceeding relating to a court order, injunction or 
other process or decree restraining or seeking to 
restrain Bankers from paying any amount under any 
Letter of Credit or the IDB Letter of Credit.  In 
addition, Huntway and Sunbelt shall pay any and all 
stamp and other taxes and fees payable or determined 
to be payable in connection with the execution, 
delivery, filing and recording of this Agreement, the 
Intercreditor Agreement and Related Documents (except 
as otherwise provided herein), and agrees to save 
Bankers harmless from and against any and all 
liabilities with respect to or resulting from any 
delay in paying or omitting to pay such taxes and 
fees, except to the extent that such liability results 
from the gross negligence or willful misconduct of 
Bankers, as determined by a court of competent 
jurisdiction.
Section 7.08. Binding Effect.  This Agreement shall 
become effective when it shall have been executed by 
Huntway, Sunbelt and Bankers and the condition 
precedent set forth in Section 3.01 is satisfied and 
thereafter shall be binding upon and inure to the 
benefit of Huntway, Sunbelt and Bankers and their 
respective successors and assigns, except that neither 
Huntway nor Sunbelt shall have the right to assign its 
rights hereunder or any interest herein to any Person 
without the prior written consent of Bankers.  Bankers 
may assign to any Participant all or any part of, or 
any interest (undivided or divided) in, Bankers 
rights and benefits under this Agreement in accordance 
with Section 2.07.
Section 7.09. Independence of Covenants.  All 
covenants hereunder shall be given independent effect 
so that if a particular action or condition is not 
permitted by any of such covenants, the fact that it 
would be permitted by an exception to, or would 
otherwise be within the limitations of, another 
covenant should not avoid the occurrence of a 
Potential Event of Default or Event of Default if such 
action is taken or condition exists.
Section 7.10. Severability.  Any provision of this 
Agreement which is prohibited, unenforceable or not 
authorized in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such 
prohibition, unenforceability or non-authorization 
without invalidating or affecting the remaining 
provisions hereof, or affecting the validity, 
enforceability or legality of such provision in any 
other jurisdiction.
Section 7.11. Governing Law and Jurisdiction.  This 
Agreement shall be deemed to be a contract made under 
the laws of the State of New York and for all purposes 
shall be construed in accordance with the laws of said 
state, without regard to the principles of conflicts 
of laws.  Any action or proceeding arising out of or 
relating to this Agreement or any Letter of Credit or 
the IDB Letter of Credit shall be heard and determined 
in an appropriate state or federal court in the State 
of New York.
Section 7.12. Waiver of Jury Trial.  EACH OF THE 
PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE THEIR 
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR 
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS 
AGREEMENT, ANY OF THE RELATED DOCUMENTS, OR ANY 
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER 
OF ANY LETTER OF CREDIT, THE IDB LETTER OF CREDIT AND 
THIS AGREEMENT AND THE LENDER/BORROWER RELATIONSHIP 
THAT IS BEING ESTABLISHED.  The scope of this waiver 
is intended to be all-encompassing of any and all 
disputes that may be filed in any court and that 
relate to the subject matter of this transactions, 
including without limitation, contract claims, tort 
claims, breach of duty claims, and all other common 
law and statutory claims.  Each party hereto 
acknowledges that this waiver is a material inducement 
to enter into a business relationship, that each has 
already relied on the waiver in entering into this 
Agreement, and that each will continue to rely on the 
waiver in their related future dealings.  Each party 
hereto further warrants and represents that each has 
reviewed this waiver with its legal counsel, and that 
each knowingly and voluntarily waives its jury trial 
rights following consultation with legal counsel.  
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE 
MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER 
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, 
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, THE 
RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR 
AGREEMENTS RELATING TO ANY LETTER OF CREDIT OR THE IDB 
LETTER OF CREDIT.  In the event of litigation, this 
Agreement may be filed as a written consent to a trial 
by the court.
Section 7.13. Headings.  Section and subsection 
headings in this Agreement are included herein for 
convenience of reference only and shall not constitute 
a part of this Agreement for any other purpose.
Section 7.14. Counterparts.  This Agreement may be 
executed in any number of counterparts and by 
different parties hereto on separate counterparts, 
each of which counterpart, when so executed and 
delivered, shall be deemed to be an original and all 
of which counterparts, taken together, shall 
constitute but one and the same agreement.

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

				HUNTWAY REFINING COMPANY
				By:___________________________
			      Title:________________________

				SUNBELT REFINING COMPANY, L.P.
				by	HUNTWAY REFINING COMPANY
				its Sole General Partner

				By:___________________________
				Title:								
			

				BANKERS TRUST COMPANY
				By: __________________________
				Title: _______________________
	
















EXHIBIT A
	
TO AMENDED AND RESTATED
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

FORM OF NOTICE OF REQUEST TO ISSUE OR AMEND A LETTER 
OF CREDIT

		Pursuant to that certain Amended and Restated 
Letter of Credit and Reimbursement Agreement dated as 
of January 20, 1999 (as such agreement may be amended, 
restated, supplemented or otherwise modified from time 
to time, the L/C Agreement) entered into by and 
between Huntway Refining Company, (Huntway), Sunbelt 
Partners, L.P. (Sunbelt) and Bankers Trust Company 
(Bankers), this represents [Huntways] [Sunbelts] 
request to have Bankers [issue] [amend] [a Standby 
Letter of Credit] [a Commercial Letter of Credit] on 
______________   in the stated amount of 
$____________  with an expiration date of ________, 
____   for the benefit of ___________  .  The purpose 
of such Letter of Credit is   and given such purpose, 
it is being [issued] [amended] under the  Subfacility 
[,which is the result of an enhancement of such 
Subfacility by a reduction of the  Subfacility].  The 
contemplated terms of such Letter of Credit, including 
the listing of all required documents, are attached 
hereto and made an integral part of this Notice.   
Capitalized terms used herein without definition shall 
have the meanings set forth in the L/C Agreement.
		The undersigned officer on behalf of [Huntway] 
[Sunbelt] certifies that (i) the representations and 
warranties contained in the L/C Agreement and the 
Related Documents are true in all material respects on 
and as of the date hereof to the same extent as though 
made on and as of the date hereof; (ii) no event has 
occurred and is continuing under the L/C Agreement or 
will result from the proposed issuance of a Letter of 
Credit which would constitute an Event of Default or 
Potential Event of Default; (iii) Huntway and Sunbelt 
have performed all agreements in all material respects 
and satisfied all conditions which the L/C Agreement 
and the other Related Documents provide shall be 
performed or satisfied on or before the date of 
issuance of the Letter of Credit requested pursuant to 
this Notice of Request to Issue or Amend a Letter of 
Credit; (iv) there is not pending or, to the knowledge 
of Huntway or Sunbelt, threatened, any action, suit, 
proceeding, governmental investigation or arbitration 
against or affecting Huntway or any of its 
Subsidiaries or any property of Huntway or any of its 
Subsidiaries which has not been disclosed by Huntway 
pursuant to Section 5.09 of the L/C Agreement prior to 
the issuance of the last preceding Letter of Credit  
(or, in the case of the initial Letter of Credit, 
prior to the execution of this Agreement) and there 
has occurred no development not so disclosed in any 
such action, suit, proceeding, governmental 
investigation or arbitration so disclosed, which, in 
either event, in the opinion of Bankers would be 
expected to (i) have a material adverse effect upon 
the business, operations, properties, assets, 
condition (financial or otherwise) or prospects of 
Huntway or Sunbelt or (ii) impair the ability of 
Huntway or Sunbelt to perform or of Bankers or the 
Collateral Agent to enforce, the Obligations and no 
injunction or other restraining order has been issued 
and no hearing to cause an injunction or other 
restraining order to be issued is pending or noticed 
with respect to any action, suit or proceeding seeking 
to enjoin or otherwise prevent the consummation of, or 
to recover any damages or obtain relief as a result 
of, the transactions contemplated by the L/C Agreement 
or the issuing or amending of a Letter of Credit 
thereunder; (v) the Letter of Credit Usage, after 
giving effect to the proposed issuance of the Letter 
of Credit requested hereby, does not exceed the Letter 
of Credit Commitment Amount and (vi) the Letter of 
Credit will be used only for the purpose identified in 
the prior paragraph.
Date: 
					[HUNTWAY REFINING COMPANY]
					By: __________________________
			        Title: 							
					[SUNBELT REFINING COMPANY, .P.]
					by	HUNTWAY REFINING COMPANY
						its Sole General Partner

					By: ______________________
				    	Title:_______________________



EXHIBIT B

FORM OF OPINION OF SPECIAL COUNSEL TO HUNTWAY

	KIRKLAND & ELLIS
	PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS

	200 East Randolph Drive
	Chicago, Illinois 60601
	
	To Call Writer Direct:		Facsimile:
	312 861-2000	312 861-2000	312 861-2200


	[Effective Date]

Bankers Trust Company				
130 Liberty Street
New York, New York 10006

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity 
as special legal counsel to Huntway Refining Company, 
a Delaware corporation (Huntway), in response to the 
requirement in Section  3.01(1) of the Amended and 
Restated Letter of Credit and Reimbursement Agreement 
dated as of January 20, 1999 (the Letter of Credit 
Agreement) by and among Huntway, Sunbelt Refining 
Company, L.P., a Delaware limited partnership 
(Sunbelt), and Bankers Trust Company (Bankers).  The 
term Delaware Act whenever it is used in this letter 
means the Delaware Business Corporation Act, as 
amended,  as in effect on the date hereof. The term 
Delaware RULPA whenever it is used in this letter 
means the Delaware Revised Uniform Limited Partnership 
Act, as amended, as in effect on the date hereof.

Subject to the assumptions, qualifications, 
exclusions and other limitations which are identified 
in this letter and in the schedules attached to this 
letter, we advise you that: 

1. Huntway is a corporation, duly incorporated, 
existing and in good standing under the Delaware 
Act, and is qualified to do business as a foreign 
corporation and in good standing as such in the 
State of California.

2. Sunbelt is a limited partnership existing and in 
good standing under Delaware RULPA, and is 
qualified to do business as a foreign limited 
partnership and in good standing as such in the 
State of Arizona.



3. The Delaware Act and the Certificate of 
Incorporation of Huntway (the Huntway Constituent 
Instrument), grant Huntway the corporate power to 
operate asphalt refineries, to execute and deliver 
the Letter of Credit Agreement, and to perform its 
other obligations under the Letter of Credit 
Agreement. 

4. The Delaware RULPA and the Certificate of Limited 
Partnership of Sunbelt and the Second Amended and 
Restated Agreement of Limited Partnership of 
Sunbelt dated as of December 27, 1989 
(collectively, the Sunbelt Constituent Instruments 
and, together with the Huntway Constituent 
Instrument, the Constituent Instruments), grant 
Sunbelt the limited partnership power to operate 
an asphalt refinery, to execute and deliver the 
Letter of Credit Agreement and to perform its 
obligations under the Letter of Credit Agreement.

5. Huntways board of directors has adopted the 
resolutions necessary to authorize Huntway's 
execution, delivery and performance of the Letter 
of Credit Agreement and the consummation of the 
transactions on its part contemplated thereby.  No 
approval by Huntway's shareholders of such 
execution, delivery, performance and consummation 
is required. 

6. Huntway, as Sunbelt's general partner, has adopted 
the resolutions necessary to authorize Sunbelt's 
execution, delivery and performance of the Letter 
of Credit Agreement.  No approval of such 
execution, delivery and performance by Sunbelt's 
limited partner is required.

7. Each of Huntway and Sunbelt has duly executed and 
delivered the Letter of Credit Agreement.

8. The Letter of Credit Agreement is a valid and 
binding obligation of Huntway and is enforceable 
against Huntway in accordance with its terms.  The 
Letter of Credit Agreement is a valid and binding 
obligation of Sunbelt and is enforceable against 
Sunbelt in accordance with its terms.

After giving effect to the Refinancing and 
Amendatory Agreement dated as of January 20, 1999 
among Huntway, Sunbelt, Lighthouse Investors, L.L.C., 
B III Capital Partners, L.P., Contrarian Capital Fund 
I, L.P., Contrarian Capital Fund II, L.P., Mellon 
Bank, N.A., as trustee for First Plaza Group Trust, 
Contrarian Capital Advisors, L.L.C., as agent for the 
entities listed under its signature thereon, The IBM 
Retirement Plan Trust, Bankers, Oppenheimer & Co., 
Inc.,  Lindner Growth Fund, Madison Dearborn Partners 
III, First Chicago Equity Corporation, United States 
Trust Company of New York, as Collateral Agent, State 
Street Bank and Trust Company, as trustee, State 
Street Bank and Trust Company, as successor in 
interest to Fleet National Bank, as trustee, and 
Boeing Capital Corporation (the Refinancing and 
Amendatory Agreement), Huntway's and Sunbelt's 
respective execution, delivery and performance of the 
Letter of Credit Agreement, and the consummation by 
Huntway and Sunbelt of the respective transactions on 
their parts contemplated thereby, do not (i) violate 
the Constituent Instruments,  (ii) breach, or result 
in a default under, any existing obligation of Huntway 
or Sunbelt under any of the Specified Agreements, 
(iii) except as provided in that certain Master 
Agreement Business Deposit Account by and between 
Huntway and The Bank of America National Trust & 
Savings Association (BofA) dated as of  January 19, 
1999 (the Benecia Escrow Agreement) and the Collateral 
Documents (as defined in the Intercreditor Agreement, 
as defined in the Refinancing and Amendatory 
Agreement), result in the creation or imposition of 
any lien or encumbrance on any property or asset of 
Huntway or Sunbelt under any such existing obligation 
or (iv) require any authorization, consent, approval, 
license or exemption or other action by, or 
registration, qualification, designation, declaration 
or filing with, the Securities and Exchange Commission 
or the Delaware Secretary of State.  Our opinion in 
this paragraph does not address any impact Huntway's 
or Sunbelt's actions may have under any financial 
covenants or tests, any consequences a default by 
Huntway or Sunbelt under the Letter of Credit 
Agreement may have under any of the Specified 
Agreements or any cross default provision in the 
Specified Agreements.  The term Specified Agreements 
in the preceding sentence means the Senior Indenture, 
the Senior Subordinated Indenture, the Exchange and 
Purchase Agreement, the Junior Indenture, the Boeing 
Capital Loan Agreement and the Benecia Escrow 
Agreement (each as defined in the Refinancing and 
Amendatory Agreement).

9. Huntway's and Sunbelt's execution and delivery of 
the Letter of Credit Agreement and the performance 
by them of their respective agreements in the 
Letter of Credit Agreement are not prohibited by 
any statute or regulation covered by this letter 
and will not subject Huntway or Sunbelt to any 
material fine, penalty or similar sanction under 
any such statute or regulation.
 
10. We have no knowledge that any litigation is 
pending against Huntway or Sunbelt or being 
threatened against Huntway or Sunbelt that 
questions the validity of, or seeks to enjoin or 
limit Huntway's or Sunbelt's performance of its 
obligations under, the Letter of Credit Agreement.

In preparing this letter, we have relied without 
any independent verification upon the assumptions 
recited in Schedule B to this letter and upon:  (i) 
information contained in certificates obtained from 
governmental authorities; (ii) factual information 
represented to be true in the Refinancing and 
Amendatory Agreement and the Letter of Credit 
Agreement; (iii) factual information provided to us in 
a Support Certificate signed on behalf of Huntway and 
Sunbelt (the Support Certificate); and (iv) factual 
information we have obtained from such other sources 
as we have deemed reasonable.  We have assumed without 
investigation that there has been no relevant change 
or development between the dates as of which the 
information cited in the preceding sentence was given 
and the date of this letter and that the information 
upon which we have relied is accurate and does not 
omit disclosures necessary to prevent such information 
from being misleading.  For purposes of each opinion 
in paragraph  1 or 2 or (insofar as it relates to a 
Constituent Instrument) paragraph 3 or 4, we have 
relied exclusively upon a certificate issued by a 
governmental authority in the relevant jurisdiction, 
and such opinion is not intended to provide any 
conclusion or assurance beyond that conveyed by that 
certificate. 

While we have not conducted any independent 
investigation to determine facts upon which our 
opinions are based or to obtain factual information 
about which this letter advises you,  we confirm that 
we do not have any knowledge which has caused us to 
conclude that our reliance and assumptions cited in 
the preceding paragraph are unwarranted or that any 
information supplied in this letter is wrong.  The 
term knowledge whenever it is used in this letter with 
respect to our firm means conscious awareness at the 
time this letter is delivered on the date it bears by 
the following Kirkland & Ellis lawyers who have had 
significant involvement with negotiation or 
preparation of the Letter of Credit Agreement  (herein 
called our Designated Transaction Lawyers):  Brian D. 
Hogan and James A. Stempel.  

Our opinion on every legal issue addressed in this 
letter (collectively, our opinions) is based 
exclusively on such internal law of New York or such 
federal law of the United States which, in each case, 
is in our experience normally applicable to general 
business corporations not engaged in regulated 
business activities and to transactions of the type 
contemplated between Huntway or Sunbelt, on the one 
hand, and you, on the other hand, in the Letter of 
Credit Agreement (but without our having made any 
special investigation as to any other laws), except 
that we express no opinion or advice as to any law (i) 
to which Huntway or Sunbelt may be subject as a result 
of your legal or regulatory status or your (as opposed 
to any other lenders') involvement in the transactions 
contemplated by the Letter of Credit Agreement or (ii) 
identified on Schedule C, and except that the opinions 
in paragraphs 1 through 8 (except insofar as they 
relate to qualification or standing as a foreign 
corporation or a foreign limited partnership) are 
based exclusively on the Delaware Act or Delaware 
RULPA. Our opinions are subject to all qualifications 
in Schedule A and do not cover or otherwise address 
any law or legal issue which is identified in Schedule 
C or  any provision in the Letter of Credit Agreement 
of any type identified in Schedule D.  Provisions in 
the Letter of Credit Agreement which are not excluded 
by Schedule D or any other part of this letter or its 
attachments are called the Relevant Agreement Terms.

Our advice on each legal issue addressed in this 
letter represents our opinion as to how that issue 
would be resolved were it to be considered by the 
highest court of the jurisdiction upon whose law our 
opinion on that issue is based.  The manner in which 
any particular issue would be treated in any actual 
court case would depend in part on facts and 
circumstances particular to the case, and this letter 
is not intended to guarantee the outcome of any legal 
dispute which may arise in the future.  It is possible 
that some Relevant Agreement Terms may not prove 
enforceable for reasons other than those cited in this 
letter should an actual enforcement action be brought, 
but (subject to all the exceptions, qualifications, 
exclusions and other limitations contained in this 
letter) such unenforceability would not in our opinion 
prevent you from realizing the principal benefits 
purported to be provided by the Relevant Agreement 
Terms.

This letter speaks as of the time of its delivery 
on the date it bears. We do not assume any obligation 
to provide you with any subsequent opinion or advice 
by reason of any fact about which our Designated 
Transaction Lawyers did not have actual knowledge at 
that time, by reason of any change subsequent to that 
time in any law covered by any of our opinions, or for 
any other reason.  The attached schedules are an 
integral part of this letter, and any term defined in 
this letter or any schedule has that defined meaning 
wherever it is used in this letter or in any schedule 
to this letter.

You may rely upon this letter only for the purpose 
served by the provision in the Letter of Credit 
Agreement cited in the initial paragraph of this 
letter in response to which it has been delivered.  
Without our written consent: (i)  no person other than 
you may rely on this letter for any purpose; (ii) this 
letter may not be cited or quoted in any financial 
statement, prospectus, private placement memorandum or 
other similar document; (iii) this letter may not be 
cited or quoted in any other document or communication 
which might encourage reliance upon this letter by any 
person or for any purpose excluded by the restrictions 
in this paragraph; and (iv) copies of this letter may 
not be furnished to anyone for purposes of encouraging 
such reliance.  Your successors under the Letter of 
Credit Agreement may rely on this letter as of the 
time of its delivery on the date it bears as if this 
letter were addressed to them.


Sincerely,



Kirkland & Ellis




								SCHEDULE I TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               
HUNTWAY 
REFINING 
COMPANY
BANKERS 
TRUST 
LETTERS OF 
CREDIT AS 
OF JANUARY 
20, 1999

HUNTWAY

BENEFICIARY				LC #				LC AMOUNT
CHEVRON				S-11903			519,000.00
CITY OF LONG BEACH		S-12256			550,000.00
ARCO OIL				S-12279			500,000.00
EQUIVA				S-12720			3,042,000.00
EXXON					S-12789			358,000.00
EXXON					S-12816			490,000.00
TOSCO					S-12822			262,000.00
EXXON					S-12829			296,000.00


HUNTWAY 
TOTAL									6,017,000.00

SUNBELT

DAI ICHI 
KANGYO BANK				#S-04377			8,559,369.86



								SCHEDULE II TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               


PROCEEDINGS

No exceptions



								SCHEDULE III TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               


TAX RETURNS

No exceptions



								SCHEDULE IV TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               


COMPLIANCE WITH LAW

No exceptions



								SCHEDULE V TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               

ENVIRONMENTAL MATTERS

Superfund Notices


PRC Patterson Superfund Site
U. S. Environmental Protection Agency 
Unilateral Administrative Order for Performance of 
Removal Action,
Dated August 12, 1998, EPA Docket No. 98-12

On  August 12, 1998 EPA issued a Unilateral 
Administrative Order (UAO) under CERCLA (42 U.S.C. 
9601 to 9675)  to various PRPs to conduct a Removal 
action at the abandoned PRC Patterson Oil Recycling 
Site,  in Patterson, California (Stanislaus County). 
Huntway has joined a PRP group to comply with the UAO 
while it reviews its defenses.  The Company has 
contributed approximately $3000 to  the Patterson PRP 
group and is obligated to contribute another $7,000. 
The Removal Action is estimated to cost approximately 
$8 million dollars and based upon the current 
allocation Huntway's share would be 1.06% or 
$84,000.00. 

Outstanding Judicial or Administrative Orders Relating 
to Environmental Laws


PRC Patterson Superfund Site - See discussion above 

State of Arizona V. Sunbelt Refining Company et al, 
Superior Court of the State of Arizona, County of 
Maricopa,Consent Judgment, Case No. CV 92-08642.

In 1992,  the State of Arizona sued Sunbelt and for 
alleged violations of environmental laws.  The 
litigation was settled by the above Consent Judgment 
in 1994. The Consent Judgment includes provisions for 
the payment of monetary penalties over a seven-year 
period. The last payment, of $50,000, is due on 
January 7, 2000.  Following this payment, Huntway will 
ask the Court to terminate the Judgment. 

Releases of Hazardous Materials

Huntway and Sunbelt in the normal course of business 
use and manufacture Hazardous Materials.  Due to the 
nature of manufacturing process, said materials may 
have from time to time be  spill or leak or otherwise 
be released on to real property or the environment in 
violation of various laws. Huntway when required 
reports such releases of Hazardous Materials to the 
environment.  To date, all releases of Hazardous 
Materials have been either immaterial at the time of 
release or have been mitigated or remediated to where 
they are now immaterial.

Surface Impoundments and Underground Tanks

Surface Impoundments

Sunbelt's wastewater treatment system includes a 
surface impoundment that is (was) used as a biological 
treatment pond.

Underground Tanks

None of Huntway's facilities  (including Sunbelt) 
contain underground tanks that are subject to federal 
or state underground tank rules or requirements.  
However, the facilities do have underground process 
(flow through) tanks. 



								SCHEDULE VI TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               


ERISA MATTERS


No exceptions


EXECUTION VERSION

FIRST AMENDMENT TO 
AMENDED AND RESTATED LETTER OF CREDIT 
AND REIMBURSEMENT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED 
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  (this 
Amendment) is dated as of  February 1, 1999, and 
entered into by and among HUNTWAY REFINING COMPANY,  
a Delaware corporation (Huntway), SUNBELT 
REFINING COMPANY, L.P., a Delaware limited 
partnership (Sunbelt), and BANKERS TRUST COMPANY  
(Bankers), and is made with reference to that 
certain Amended and Restated Letter of Credit and 
Reimbursement Agreement, dated as of January 20, 
1999, by and among Huntway, Sunbelt and Bankers (the 
Letter of Credit Agreement).  Capitalized terms 
used herein without definition shall have the same 
meanings herein as set forth in the Letter of Credit 
Agreement.

PRELIMINARY STATEMENTS
WHEREAS, the parties hereto desire to amend 
Section 5.15 of the Letter of Credit Agreement as 
set forth herein.
NOW, THEREFORE, in consideration of the 
premises and the agreements, provisions and 
covenants herein contained, the parties hereto agree 
as follows:

Section 1. AMENDMENT TO THE LETTER OF CREDIT AGREEMENT.
A	Section 5.15 of the Letter of Credit 
Agreement is hereby amended by deleting it in its 
entirety and substituting the following therefor:
Section 5.15.  Financial Covenants.
Huntway will not permit, as of the last day 
of any quarter, the ratio of  (x) Consolidated 
EBITDA for the four consecutive quarter period 
ended on such day divided by (y) the sum of 
Consolidated Interest Expense plus all payments 
of principal on Indebtedness (other than 
payments of principal on Indebtedness made 
pursuant to the Refinancing and Amendatory 
Agreement) for such period to be less than 1.50 
to 1.00.

Section 2. CONDITIONS TO EFFECTIVENESS.  
Section 1 of this Amendment shall become 
effective on the date that each of the following 
conditions has been satisfied or waived in writing 
by Bankers (such date being referred to herein as 
the First Amendment Effective Date).
1.	Each of the parties hereto shall 
have executed and delivered counterparts hereof 
to the other parties hereto.
2.	Bankers shall have received 
evidence satisfactory to it that Section 7.18(a) 
of the Senior Note Agreement and/or the 
definition of Cash Flow Coverage contained in 
the Senior Note Agreement have been modified or 
amended to conform, in substance, to Section 
5.15 of the Letter of Credit Agreement, as 
amended hereby.
3.	Bankers shall have received 
evidence satisfactory to it that Section 415 of 
the Junior Subordinated Debenture Indenture 
and/or the definition of Cash Flow Coverage 
contained in the Junior Subordinated Debenture 
Indenture have been modified or amended to 
conform, in substance, to Section 5.15 of the 
Letter of Credit Agreement, as amended hereby. 
Section 3. MISCELLANEOUS.
3.1 Reference to and Effect on the Letter of Credit 
Agreement and Modified Documents.  
A. On and after the First Amendment Effective 
Date, each reference in the Letter of Credit 
Agreement to this Agreement, hereunder, 
hereof, herein or words of like import 
referring to the Letter of Credit Agreement, and 
each reference in the Restructured Documents (as 
defined on the Intercreditor Agreement) to the 
Letter of Credit Agreement, thereunder, 
thereof or words of like import referring to the 
Letter of Credit Agreement shall mean and be a 
reference to the Letter of Credit Agreement as 
amended by this Amendment (the Amended 
Agreement).
B. Except as specifically amended by this 
Amendment, the Letter of Credit Agreement shall 
remain in full force and effect and is hereby 
ratified and confirmed.  
3.2 Headings.  
Section and subsection headings in this 
Amendment are included herein for convenience of 
reference only and shall not constitute a part of 
this Amendment for any other purpose or be given any 
substantive effect. 
3.3 Applicable Law.  
THIS AMENDMENT AND THE RIGHTS AND 
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE 
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN 
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF 
NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-
1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF 
NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAWS 
PRINCIPLES.
3.4 Waiver of Jury Trial.  
EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS 
RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM OR 
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS 
AMENDMENT OR ANY DEALINGS BETWEEN OR AMONG THEM 
RELATING TO THE SUBJECT MATTER OF THE TRANSACTION 
CONTEMPLATED HEREBY AND THE RELATIONSHIP BEING 
ESTABLISHED.  The scope of this waiver is intended 
to be all-encompassing of any and all disputes that 
may be filed in any court that relate to the subject 
matter of the transactions contemplated hereby, 
including, without limitation, contract claims, tort 
claims, breach of duty claims and all other common 
law and statutory claims.  Each party hereto 
acknowledges that this waiver is a material 
inducement to enter into a business relationship, 
that each has already relied on the waiver in 
entering into this Amendment and that each will 
continue to rely on the waiver in their related 
future dealings.  Each party hereto further warrants 
and represents that each has reviewed this waiver 
with its legal counsel, and that each knowingly and 
voluntarily waives its jury trial rights following 
consultation  with legal counsel.  THIS WAIVER IS 
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED 
EITHER ORALLY OR IN WRITING, AND  THIS WAIVER SHALL 
APPLY TO ANY SUBSEQUENT AMENDMENTS, AMENDMENTS AND 
RESTATEMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS 
TO THIS AMENDMENT OR TO ANY OTHER DOCUMENTS OR 
AGREEMENTS RELATING TO EXTENSIONS OF CREDIT PURSUANT 
TO THIS AGREEMENT.  In the event of litigation, this 
Agreement may be filed as a written consent to a 
trial by the court.  
3.5 Counterparts.  
This Amendment may be executed in any number 
of counterparts and by different parties hereto in 
separate counterparts, each of which when so 
executed and delivered shall be deemed an original, 
but all such counterparts together shall constitute 
but one and the same instrument; signature pages may 
be detached from multiple separate counterparts and 
attached to a single counterpart so that all 
signature pages are physically attached to the same 
document.  This Amendment (other than the provisions 
of Section 1 hereof, the effectiveness of which is 
governed by Section 2 hereof) shall become effective 
upon the execution of a counterpart hereof by each 
of the parties hereto and receipt by each of the 
parties hereto of written or telephonic notification 
of such execution and authorization of delivery 
thereof.  
[Remainder of page intentionally left blank.

IN WITNESS WHEREOF, the parties hereto have 
caused this Amendment to be duly executed and 
delivered by their respective officers thereunto 
duly authorized as of the date first written above.
BANKERS TRUST COMPANY
By:______________________
Title:






HUNTWAY REFINING COMPANY, 
a Delaware corporation

By:___________________
Title:

SUNBELT REFINING COMPANY, 
L.P.,
a Delaware limited 
partnership

By:	HUNTWAY REFINING 
COMPANY, its sole general partner
						
By: 
___________________________
Title:

LA1:836549.1	5
LA1:836549.1	1 
Page S-1 to First Amendment to Amended and Restated Letter of 
Credit and Reimbursement Agreement
LA1:836549.1	S- 1 








EXHIBIT D

AMENDMENTS/CONSENTS TO SENIOR SUBORDINATED INDENTURE

1.	Certain Definitions.  Capitalized terms used in this Exhibit 
D but not otherwise defined herein shall have the meanings given such terms 
in the Refinancing and Amendatory Agreement to which this Exhibit D is 
attached.

2.	Amendments to the Senior Subordinated Indenture.  The Senior 
Subordinated Indenture is amended as follows:

(a)	Definitions.

(i)	The following definitions contained in the Senior 
Subordinated Indenture are amended and restated as follows:

Board of Directors means the Board of Directors of the Issuer or 
any authorized committee of such Board of Directors.

Letter of Credit Agreement means the Amended and Restated Letter 
of Credit and Reimbursement Agreement dated as of January 20, 1999, by and 
among the Issuer, Sunbelt and Bankers Trust Company, as such Agreement has 
been or may from time to time be amended, renewed, supplemented, restated or 
otherwise modified, and any Replacement Letter  of Credit Agreement (as 
such term is defined in the Intercreditor Agreement).

Letter of Credit Agreement Obligations means the reimbursement, 
fee and other obligations owed to the issuer of letters of credit arising 
under the Letter of Credit Agreement.

(ii)	The following definitions contained in the Senior 
Subordinated Indenture are amended as follows:
 
The definition of Officers is amended by inserting after the 
words the Chief Financial Officer, the words the Controller,.

The definition of Permitted Liens is amended by inserting the 
following at the end of clause (xv): or arising pursuant to 
paragraph 4 of the Refinancing and Amendatory 
Agreement or in favor of B of A as the institution at which the 
account referenced in such paragraph is maintained.

The definition of Senior Indebtedness is amended by (i) 
substituting for the words Senior Notes in each place they appear the words 
Boeing Capital Notes; (ii) substituting for the words Senior Note Indenture in 
each place they appear the words Boeing Capital Loan Agreement; and (iii) 
substituting for the words the trustee under the Senior Note Indenture the 
words the holders of the Boeing Capital Notes. 	

The definitions of Senior Notes and Senior Note Indenture are 
deleted in their entirety.

(iii)	The following definitions are added to Section 1 of the 
Senior Subordinated Indenture:	

Benicia Escrow Agreement means the Master Agreement Business 
Deposit Accounts dated January 19, 1999 by and between the Issuer and B 
of A, as such agreement may be amended, amended and restated, supplemented or 
modified from time to time.

Boeing Capital means Boeing Capital Corporation, a Delaware 
corporation.

Boeing Capital Loan Agreement means the Loan  Agreement dated as 
of January 20, 1999 between Boeing Capital and the Issuer, as such agreement 
may be amended, amended and restated, supplemented or modified from time 
to time.

Boeing Capital Loan Obligations means the principal, interest, 
fee and other obligations owed to Boeing Capital arising under the Boeing 
Capital Loan Agreement.

Boeing Capital Notes means the Secured Promissory Note dated 
January 20, 1999 issued by the Issuer pursuant to the Boeing Capital Loan 
Agreement and any note or notes issued in replacement or substitution therefor.

B of A means Bank of America.

Refinancing and Amendatory Agreement   means the Refinancing and 
Amendatory Agreement dated as of January 20,1999 among the Issuer, Sunbelt, 
the then Secured Parties (as defined in the Intercreditor Agreement) and 
others.

Sunbelt Merger means a merger of Sunbelt into the Issuer.

(b)	Limitation on Dividends and Other Payment Restrictions 
Affecting Subsidiaries.  Section 4.08 of the Senior Subordinated Indenture 
is amended by substituting for the words Senior Note Indenture, the Senior 
Notes in clause (i) thereof the words Boeing Capital Loan Agreement, the Boeing 
Capital Notes.

(c)	Limitation on Incurrence of Indebtedness and Issuance of 
Disqualified Stock.  Section 4.09 of the Senior Subordinated Indenture is 
amended by (i) substituting for the words Senior Notes the words Boeing Capital 
Notes; and (ii) substituting for the amount $22 million the amount $25 
million.

(d)	Limitation on Transactions with Affiliates.  Section 4.10 of 
the Senior Subordinated Indenture is amended by (i) inserting at the end of 
clause (ii) of the first paragraph thereof the words or grant of an option by 
the Issuer to a director or employee (or exercise thereof); (ii) deleting 
the word and in the eleventh line of such Section; and (iii) inserting the 
words , and (v) the Sunbelt Merger after the word business in the thirteenth 
line of such Section.

(e)	Limitation on Liens.  Section 4.11 of the Senior 
Subordinated Indenture is amended by (i) inserting the words Boeing Capital, 
BofA, after the words granted to in the sixth line of such Section; and (ii) 
substituting for the words Senior Note Indenture each time they appear in 
clause 
(iii) thereof  the words Boeing Capital Loan Agreement.

(f)	Merger, Consolidation or Sale of Assets.  Section 5.01 of 
the Senior Subordinated Indenture is amended by inserting the words and the 
Sunbelt Merger at the end of such Section.

(g)	Notice.    Section 13.02 of the Senior Subordinated 
Indenture is amended by deleting the word telex,.

3.	Consents under Senior Subordinated Indenture.  The following 
transactions are consented to, and shall be permitted 
notwithstanding any prohibition or other provision to the contrary contained in 
the Senior Subordinated Indenture:

(a)	The issuance of the Boeing Capital Notes by the Company 
under the Boeing Capital Loan Agreement;

(b)         The Companys entering into the Benicia Escrow 
Agreement  and funding the account to which it relates; 

(c)	The retirement by the Company of the Senior Notes (Other) 
and the Senior Note (Sunbelt IDB) in accordance with the Refinancing and 
Amendatory Agreement to which this Exhibit D is attached;

(d)	The amendment of the Junior Indenture as specified on 
Exhibit F to the Refinancing and Amendatory Agreement to which this 
Exhibit D is attached;

(e)	The consummation of the transactions contemplated by the 
Boeing Capital Loan Agreement in accordance with the terms and conditions 
thereof; and

(f)	The Companys entering into the Amended and Restated Letter 
of Credit and Reimbursement Agreement attached as Exhibit C to the 
Refinancing and Amendatory Agreement to which this Exhibit D is attached.


 



EXHIBIT E


AMENDMENTS TO EXCHANGE AND PURCHASE AGREEMENT


a.	Amendments to the Exchange and Purchase Agreement.  The 
Exchange and Purchase Agreement is amended as follows:

b.	Section 3.4 is amended by substituting for the words (the 
Indenture) the words (as amended, supplemented or modified from time to time 
to the extent permitted by such Indenture, the Indenture).

c.	Section 3.5 is amended by substituting for the words (the 
Amended Intercreditor Agreement) the words (as amended pursuant to the 
Sequencing and Amendatory Agreement and pursuant to the Refinancing and 
Amendatory Agreement dated as of January 20, 1999 among the Purchasers, the 
Company and the other parties thereto, the Amended Intercreditor Agreement).

d.	Section 6.3(a) is amended by deleting the words and the IDB 
Letter of Credit.

e.	Section 6.3(b) is amended by substituting the words the 
Boeing Capital Notes for the words the Senior Notes (Other), the Senior Notes 
(Sunbelt IDB).

f.	Section 6.3(f) is amended by inserting the following words 
at the end of such Section: and may become and remain liable with respect to 
Indebtedness to the Company.

g.	Section 6.8 is amended by inserting at the end of clause 
(iv) the words: and grants by the Company of options to directors and employees 
(and exercises thereof).

h.	Section 6.10 is amended by (i) substituting for the amount 
$5,000 the amount $10,000; (ii) substituting for the amount $25,000 the 
amount $100,000; and (iii) inserting the following at the end of such 
clause: and loans by the Company to Sunbelt. 

i.	Section 6.11 is amended by substituting for the words during 
each calendar year the words in 1997, $3,500,000 in 1998, $8,500,000 
in 1999 and $4,000,000 in any subsequent calendar year.

j.	Section 6.13(e) is amended by deleting the words guarantee 
of letters of credit issued on behalf of Sunbelt under the IDB Letter of 
Credit and other.

k.	Section 6.15 is amended to restate clause (ii) thereof to 
read in its entirety as follows:  (ii) the Company may increase or decrease 
the amount outstanding under the Letter of Credit Agreement, exclusive of 
the IDB Letter of Credit, provided such amount does not exceed $25,000,000.


l.	Section 6.17(e) is amended by inserting the words or 
directors following the word employees.

m.	In Section 12.1, the following definitions are added:

Boeing Capital shall mean Boeing Capital Corporation, a Delaware 
corporation.

Boeing Capital Loan Agreement shall mean the Loan  Agreement 
dated as of January 20, 1999 by and between the Company and Boeing Capital, 
as such agreement may be amended, supplemented or modified from time to 
time to the extent permitted by the Indenture.

Boeing Capital Notes shall mean the Secured Promissory Note dated 
January 20, 1999 issued by the Company pursuant to the Boeing Capital 
Loan Agreement and any note or notes issued in replacement or substitution 
therefor.

n.	In Section 12.1, the definition of Letter of Credit 
Agreement is restated in its entirety to read as follows:

Letter of Credit Agreement shall have the meaning ascribed to 
that term in the Amended Intercreditor Agreement.




	 EXHIBIT F

AMENDMENTS/CONSENTS TO JUNIOR INDENTURE

1.	Certain Definitions.  Capitalized terms used in this Exhibit 
F but not otherwise defined herein shall have the meanings given such terms 
in the Refinancing and Amendatory Agreement to which this Exhibit F is 
attached.

2.	Amendments to the Junior Indenture.  The Junior Indenture is 
amended as follows:

(a)	Definitions. 
 
(i)	The following definitions contained in the Junior Indenture 
are amended 
as follows:

The definition of Authorized Officer is amended by inserting 
after the word secretary, the word controller,.

The definition of Cash Equivalents is amended by deleting the 
words issued by Bankers Trust Company.

The definition of Collateralized Note Indenture is deleted in its 
entirety.

The definition of Consolidated Interest Expense is amended by 
deleting the words issued by Bankers Trust Company.

The definition of Consolidated Net Income is amended by deleting 
the words issued by Bankers Trust Company.

The definition of Permitted Encumbrances is amended by (A) 
deleting the words not in excess of $50,000 in aggregate outstanding amount 
from clause (ix), (B) deleting the word and following clause (ix), (C) re-
lettering existing clause (x) as clause (xi), and (D) inserting the 
following new clause (x):  (x) Liens arising under paragraph 4 of the 
Refinancing and Amendatory Agreement and in favor of B of A as the institution 
at which the account referred to in such paragraph is maintained; and.

The definition of Replacement Letter of Credit Agreement is 
amended by substituting for the words Collateralized Note Indenture the 
words Intercreditor Agreement.

The definition of Reprise is deleted in its entirety.

The definition of  Senior Indebtedness is amended by substituting 
for clause (ii) the words (ii) the principal of the Boeing Capital Notes and 
the Convertible Notes, interest accrued or accruing thereon both 
before and after the date of filing a petition in bankruptcy, insolvency, 
arrangement, reorganization or receivership proceedings, whether or not 
allowed as a claim in such case or proceeding (in accordance with and at the 
contract rate) and any and all other amounts due under the Boeing Capital 
Notes, 
the Boeing Capital Loan Agreement, the Convertible Notes and the Senior 
Subordinated Indenture, whether direct or indirect, absolute or contingent, 
secured or unsecured, due or to become due, now existing or hereafter 
arising (including, without limitation, amounts for which the holders of the 
Boeing Capital Notes or  the trustee under the Senior Subordinated 
Indenture are 
entitled to reimbursement under the terms of the Boeing Capital Loan 
Agreement or such Indenture);.

The definitions of Senior Securities, Senior Notes, Senior Notes 
(Other), and Senior Notes (Sunbelt IDB) are deleted in their 
entirety.

The definition of Specified Senior Debt is amended by 
substituting for the words Collateralized Note Indenture the words Boeing 
Capital Loan Agreement.

(ii)	The following definitions contained in Section 101 of the 
Junior Indenture are restated to read as follows:

Letter of Credit Facility means the Amended and Restated Letter 
of Credit and Reimbursement Agreement dated as of January 20, 1999, by and 
among the Company, Sunbelt and Bankers Trust Company, as such Agreement may 
from time to time be amended, renewed, supplemented, restated or otherwise 
modified, and any successor, substitute or replacement letter of credit 
facility including, without limitation, any Replacement Letter of Credit 
Agreement.

LOC Bank means the issuer of the letters of credit issued under 
the Letter of Credit Facility.

Representative means with respect to the Letter of Credit 
Facility, the issuer of the letters of credit thereunder, and with respect to 
any Senior Indebtedness arising under the Boeing Capital Loan Agreement and 
the Senior Subordinated Indenture, Boeing Capital and the trustee named in 
such Indenture, respectively.

(iii)	The following definitions are added to Section 101 of 
the Junior Indenture:

Benicia Escrow Agreement means the Master Agreement Business 
Deposit Accounts dated January 19, 1999 by and between the Company and B 
of A, as such Agreement may be amended, amended and restated, supplemented or 
modified from time to time.

Boeing Capital means Boeing Capital Corporation, in its capacity 
as a holder of the Boeing Capital Obligations.

Boeing Capital Loan Agreement means that certain Loan  Agreement 
dated as of January 20, 1999 by and between the Company and Boeing Capital, 
as such agreement may be amended, amended and restated, supplemented or 
modified from time to time.

Boeing Capital Loan Obligations means the principal, interest, 
fee and other obligations owed to Boeing Capital arising under the Boeing 
Capital Loan Agreement.

Boeing Capital Notes means the Secured Promissory Note dated 
January 20, 1999 issued by the Company pursuant to the Boeing Capital Loan 
Agreement and any note or notes issued in replacement or substitution therefor.

B of A means Bank of America.

Cash Flow Coverage means (a) Consolidated EBITDA, divided by (b) 
the sum of cash interest expense and principal payments on indebtedness 
(excluding any prepayment pursuant to the Companys one-time right in Section 
2.2 of the Boeing Capital Loan Agreement).

Refinancing and Amendatory Agreement  means the Refinancing and 
Amendatory Agreement dated as of January 20,1999 among the Company, Sunbelt, 
the then holders of the Securities and others.

Sunbelt Merger means a merger of Sunbelt into the Company.

(b)	Payment of Interest.  Sections 307(a) - (c) and (f) of the 
Junior Indenture are amended by (i) substituting for the words 
(including Secondary Securities, as defined in the Collateralized Note 
Indenture, issued with respect thereto) on the Senior Securities and the words 
(including Secondary Securities as defined in the Collateralized Note 
Indenture 
issued with respect thereto) on the Senior Securitieseach time they appear in 
subsection 307(a) the words on the Boeing Capital Notes; (ii) substituting 
for the words Senior Notes the words Boeing Capital Notes in the second 
sentence of subsection 307(a) and (iii) deleting the words (including 
Secondary Securities, as defined in the Collateralized Note Indenture) and 
the words (including Secondary Securities as defined in the Collateralized 
Note Indenture) each time they appear in subsections 307(b), (c) and 
(f).

(c)	Payment of Taxes and Other Claims.  Section 405 of the 
Junior Indenture is amended by deleting the words or Reprise.

(d)	Limitation on Indebtedness.  Section 406 of the Junior 
Indenture is amended by (i) substituting for the words (including Secondary 
Securities, as defined in the Collateralized Note Indenture issued with respect 
thereto) on the Senior Securities the words on the Boeing Capital Notes; (ii) 
deleting the words so long as it continues to own the property described 
in Exhibit A to the Collateralized Note Indenture as the Pinal Property in 
subsection (b) of such Section; (iii) deleting the words , in an aggregate 
amount not to exceed $100,000 from subsection (d) of such Section; (iv)  
inserting the words and obligations under hedging agreements related to the 
price of crude oil at the end of subsection (e) of such Section; and (v) 
substituting for subsection (i) of such Section the following:  (i) the Company 
may become and remain liable with respect to Indebtedness under the Boeing 
Capital Loan Agreement;.

(e)	Limitation on Restricted Junior Payments.  Section 407 of 
the Junior Indenture is amended by substituting for the words (including 
Secondary Securities, as defined in the Collateralized Note Indenture 
issued with respect thereto) on the Senior Securities the words on the Boeing 
Capital Notes.

(f)	Limitation on Restrictions Affecting Subsidiaries.  Section 
408 of the Junior Indenture is amended by substituting for the words 
(including Secondary Securities, as defined in the Collateralized Note 
Indenture issued with respect thereto) on the Senior Securities the words 
on the Boeing Capital Notes.

(g)	Limitation on Liens.  Section 410 of the Junior Indenture is 
amended by (i) substituting for the words (including Secondary Securities, 
as defined in the Collateralized Note Indenture, issued with respect thereto) 
on the Senior Securities the words on the Boeing Capital Notes; (ii) restating 
paragraph (b) in its entirety to read (b) Liens securing obligations under 
the Boeing Capital Loan Agreement; and (iii) substituting for the words 
Collateralized Note Indenture in the last line of such Section the words Boeing 
Capital Loan Agreement and the Senior Subordinated Indenture.

(h)	Transactions with Partners and Affiliates.  Section 414 of 
the Junior Indenture is amended by (i) substituting for the words (including 
Secondary Securities, as defined in the Collateralized Note Indenture 
issued with respect thereto) on the Senior Securities the words on the Boeing 
Capital Notes; and (ii) inserting the words ; or (iii) the Sunbelt 
Merger, or (iv) any grant of an option by the Company to a director or employee 
(or exercise thereof) at the end of such Section.

(i)	Financial Covenants.  Section 415 of the Junior Indenture is 
restated to read as follows: After the Company has paid in full the principal 
of and all accrued interest on the Boeing Capital Notes, the Company will 
maintain a Cash Flow Coverage ratio of at least 1.5:1.0 calculated on the basis 
of the most recently ended four fiscal quarters

(j)	Limitation on Investments, Loans and Advances.  Section 417 
of the Junior Indenture is amended by  (i) substituting for the words 
(including Secondary Securities, as defined in the Collateralized Note 
Indenture issued with respect thereto) on the Senior Securities the words 
on the Boeing Capital Notes; (ii) deleting the words which shall not exceed 
$5,000 to any single employee and $25,000 in the aggregate to all employees at 
any time outstanding ; and (iii) inserting at the end of clause (b) the 
words and loans by the Company to Sunbelt.

(k)	Limitation on Consolidated Capital Expenditures.  Section 
418 of the Junior Indenture is amended by (i) substituting for the amount 
$3,000,000 the amount $4,000,000 and (ii) inserting the following at the end 
of such Section: (or, in the case of 1999, if this covenant becomes 
applicable during 1999, $8,500,000).

(l)	Fundamental Changes Only on Certain Terms.  Section 419 of 
the Junior Indenture is amended by (i) substituting for the words (including 
Secondary Securities, as defined in the Collateralized Note Indenture 
issued with respect thereto) on the Senior Securities the words on the Boeing 
Capital Notes; (ii) deleting the word and  from subsection (d) of such 
Section; (iii) inserting the word ; and at the end of subsection (e) of 
such Section; and (iv) adding the following new clause (f):

(f)	the Company and Sunbelt may effect the Sunbelt Merger.

(m)	Contingent Obligations.  Section 420 of the Junior Indenture 
is amended by (i) substituting for the words (including Secondary 
Securities, as defined in the Collateralized Note Indenture issued with respect 
thereto) on the Senior Securities the words on the Boeing Capital Notes; (ii) 
inserting the words and obligations under hedging agreements related to the 
price of crude oil at the end of subsection (d) of such Section; and (iii) 
deleting the words in an amount not to exceed $1,500,000 in subsection (e) of 
such Section.

(n)	Grant of Lien to Secure Obligations.  Section 422(a) of the 
Junior Indenture is amended by (i) substituting for the words (including 
Secondary Securities, as defined in the Collateralized Note Indenture 
issued with respect thereto) on the Senior Securities the words on the Boeing 
Capital Notes; and (ii) substituting for the words Collateralized Note 
Indenture the words Intercreditor Agreement.

(o)	Events of Default.  Section 501 of the Junior Indenture is 
amended by restating subsection 501(l) to read as follows:

(l)	the Company shall cease to be the Sunbelt Managing General 
Partner, other than as a result of the Sunbelt Merger.

(p)	Acceleration of Maturity.  Section 502 of the Junior 
Indenture is amended by substituting for the words to the trustee under the 
Collateralized Note Indenture (at Fleet National Bank, One Federal Street, 
Boston, Massachusetts 02211, Attention: Corporate Trust Administration), 
the words to Boeing Capital (at 4060 Lakewood Boulevard, Long Beach, 
California 90808-1700, Attention: Vice President - Taxes and Associate General 
Counsel).

(q)	Right of Redemption.  Section 901 of the Junior Indenture is 
amended by substituting for the words (including Secondary Securities, as 
defined in the Collateralized Note Indenture, issued with respect thereto) on 
the Senior Securities the words on the Boeing Capital Notes.

(r)	Approval of Senior Indebtedness.  Section 1006 of the Junior 
Indenture is amended by substituting for the words the Senior Securities, 
and the Collateralized Note Indenture  in clause (i) the words the Boeing 
Capital Notes, the Boeing Capital Loan Agreement.
 
3.	Consents under Junior Indenture.  The following transactions 
are consented to, and shall be permitted notwithstanding any 
prohibition or other provision to the contrary contained in the Junior 
Indenture:

(a)	The issuance of the Boeing Capital Notes by the Company 
under the Boeing Capital Loan Agreement;

(b)	The Companys entering into the Benicia Escrow Agreement and 
funding the account to which it relates;

(c)	The retirement by the Company of the Senior Notes (Other) 
and the Senior Note (Sunbelt IDB) in accordance with the Refinancing and 
Amendatory Agreement to which this Exhibit F is attached;

(d)	The amendment of the Senior Subordinated Indenture as 
specified on Exhibit D to the Refinancing and Amendatory Agreement to which 
this Exhibit F is attached;

(e)	The consummation of the transactions contemplated by the 
Boeing Capital Loan Agreement in accordance with the terms and conditions 
thereof; and

(f)	The Companys entering into the Amended and Restated Letter 
of Credit and Reimbursement Agreement attached as Exhibit C to the 
Refinancing and Amendatory Agreement to which this Exhibit F is attached.


TABLE OF CONTENTS

ARTICLE I		DEFINITIONS								2
Section 1.01.	Definitions								2
Section 1.02.	Accounting Terms; Utilization of GAAP for 
Purposes of Calculations Under Agreement.			14
Section 1.03.	Other Definitional Provisions.				14

ARTICLE II	AMOUNT AND TERMS OF LETTERS OF CREDIT				14

Section 2.01.	The Letters of Credit and the IDB Letter of Credit.	14
Section 2.02.	Reimbursement							17
Section 2.03.	Fees									17
Section 2.04.	Increased Costs							18
Section 2.05.	Payments and Computations					19
Section 2.06.	Obligations Absolute						19
Section 2.07.	Participations							20
Section 2.08.	Taxes.								20

ARTICLE III	CONDITIONS OF EFFECTIVENESS AND ISSUANCE				21

Section 3.01.	Condition Precedent to Effectiveness of this Agreement 21
Section 3.02.	Conditions Precedent to Issuance or 
Amendment of each Letter of Credit				22

ARTICLE IV	REPRESENTATIONS AND WARRANTIES					23

Section 4.01.	Representations and Warranties				23

ARTICLE V	COVENANTS OF HUNTWAY AND SUNBELT					28

Section 5.01.	Scheduled Redemptions of IDB Bonds.				28
Section 5.02.	[intentionally omitted].					28
Section 5.03.	[intentionally omitted].					28
Section 5.04.	Maintenance of Existence; Compliance with Laws		28
Section 5.05.	Payment of Taxes and Other Claims				29
Section 5.06.	Limitation on Indebtedness					29
Section 5.07.	Limitation on Restricted Junior Payments			30
Section 5.08.	Limitation on Restrictions Affecting 
Subsidiaries.							30
Section 5.09.	Financial Statements and Other Reports			31
Section 5.10.	Limitation on Liens.						33
Section 5.11.	Restrictions on Acquisition of Subsidiaries		34
Section 5.12.	Inspection								34
Section 5.13.	Maintenance of Properties and Insurance.			34
Section 5.14.	Transactions with Partners and Affiliates.		35
Section 5.15.	Financial Covenants.						35
Section 5.16.	[intentionally omitted]						35
Section 5.17.	Limitation on Investments, Loans and Advances.		35
Section 5.18.	Limitation on Consolidated Capital Expenditures.	36
Section 5.19.	Fundamental Changes Only on Certain Terms			36
Section 5.20.	Contingent Obligations.						37
Section 5.21.	Conduct of Business.						37
Section 5.22.	Intentionally Omitted.						38
Section 5.23.	Environmental Covenants.					38
Section 5.24.	Amendments of Other Indentures				39
Section 5.25.	Year 2000 Compliance.						40
Section 5.26.	Collateral Agent and Security Documents			40

ARTICLE VI	EVENTS OF DEFAULT								41

Section 6.01.	Events of Default							41
Section 6.02.	Upon an Event of Default					43

ARTICLE VII	MISCELLANEOUS								44

Section 7.01.	Amendments, Etc.							44
Section 7.02.	Notice, Etc.							44
Section 7.03.	No Waiver; Remedies.						44
Section 7.04.	Set-off by Bankers; Security Interest in 
Deposit Accounts.							44
Section 7.05.	Indemnification.							45
Section 7.06.	Liability of Parties.						46
Section 7.07.	Costs, Expenses and Taxes.					47
Section 7.08.	Binding Effect.							47
Section 7.09.	Independence of Covenants.					48
Section 7.10.	Severability.							48
Section 7.11.	Governing Law and Jurisdiction.				48
Section 7.12.	Waiver of Jury Trial.						48
Section 7.13.	Headings.								49
Section 7.14.	Counterparts.							49


Exhibit A	- Form of Notice Request to Issue or Amend a 
		  Letter of Credit

Exhibit B	- Form of opinion of Counsel

Schedule I	- Existing Letters of Credit 

Schedule II	- Proceedings

Schedule III- Tax Returns

Schedule IV	- Compliance with Law

Schedule V	- Environmental Matters

Schedule VI	- ERISA Matters
      	  Insert proposed date of issuance of the Letter of Credit.
      	  Insert stated amount of the Letter of Credit in numbers.
      	  Insert expiration date for the Letter of Credit.
      	  Insert name and address of the beneficiary of the 
		  Letter of Credit.
      	  Insert purpose of the Letter of Credit.
      	  Insert name of Subfacility pursuant to which it is 
		  being issued.
      	  Insert name of Subfacility being reduced.
      	  Attach a summary of the salient contemplated terms of 
		  the Letter of Credit and all required documents.



LA1:829437.12	1
 
Page S-1 to Amended and Restated Letter of Credit and 
Reimbursement Agreement 



LA1:829437.12	S-1
LA1:829437.12	S-1
LA1:829437.12	B-10
 
LA1:829437.12	I-2
 
LA1:829437.12	II-1
 
	III-1
 
LA1:829437.12 
LA1:829437.12	IV-1
 
LA1:829437.12	V-2
 
LA1:829437.12	VI-1
 

LA1:829437.12	I-1
 
LA1:829437.12 
TABLE OF CONTENTS
(continued)
Page

LA1:829437.12 
-iii-


TABLE OF CONTENTS

Page

LA1:829437.12 
-i-





LA1:829437.12 

LA1:829437.12 











LOAN AGREEMENT


by and between


HUNTWAY REFINING COMPANY


and



BOEING CAPITAL CORPORATION





Dated as of January 20, 1999


TABLE OF CONTENTS


Page

1.	DEFINITIONS AND CONSTRUCTION					1
1.1	Definitions								1
1.2	Accounting Terms							12
1.3	Code									12
1.4	Construction							12
1.5	Schedules and Exhibits						13

2.	LOAN AND TERMS OF PAYMENT					13
2.1	Term Loan								13
2.2	Capital Expenditure Loans					13
2.3	Interest:  Rates, Payments, and Calculations.		15
2.4	Disbursement of Loans.  					15
2.5	Maintenance of Loan Account; Statements of 
Obligations; Note. 						16
2.6	Fee.									16

3.	CONDITIONS; TERM OF AGREEMENT					16
3.1	Conditions Precedent to Term Loan, Initial Capital 
Expenditure Loan and Initial Funding from Escrow 
Account.								16
3.2	Conditions Precedent to Term Loan, all Capital 
Expenditure Loans and All Release of Funds 
from Escrow Account.						19
3.3	Term.									20
3.4	Effect of Termination.						20
3.5	Early Termination or Paydown by Borrower			21
3.6	Termination Upon Event of Default				21

4.	CONFIRMATION OF LIEN AND SECURITY INTEREST		21
4.1	Confirmation of Grant of Lien and Security Interest.	21
4.2	Delivery of Additional Documentation Required.		21
4.3	Right to Inspect.							22

5.	COMPLETION OF THE WORK						22
5.1	Commencement and Completion					22
5.2	Sufficiency of Loan and Escrow Account			23

6.	REPRESENTATIONS AND WARRANTIES				23
6.1	No Encumbrances.							23
6.2	Accounts; Deposit Accounts.					23
6.3	Inventory.								23
6.4	Equipment								23
6.5	Location of Inventory and Equipment.			23
6.6	Inventory Records.						23
6.7	Location of Chief Executive Office; FEIN.			23
6.8	Due Organization and Qualification; Subsidiaries.	24
6.9	Due Authorization; No Conflict.				24
6.10	Litigation.								25
6.11	No Material Adverse Change. 					25
6.12	Solvency.								25
6.13	Employee Benefits.						25
6.14	Environmental Condition						26
6.15	Compliance With The ADA						26
6.16	Governmental Compliance						26
6.17	Plan Changes							27
6.18	Compliance with Laws						27

7.	AFFIRMATIVE COVENANTS						27
7.1	Accounting System.						27
7.2	Financial Statements, Reports, Certificates.		27
7.3	Tax Returns.							28
7.4	Maintenance of Equipment.					28
7.5	Taxes.								28
7.6	Insurance								28
7.7	No Setoffs or Counterclaims					28
7.8	Location of Inventory and Equipment.			29
7.9	Maintain Letter of Credit Facility.  			29
7.10	Compliance with Laws.						29
7.11	Employee Benefits.						29
7.12	Leases.								30
7.13	Environmental Condition						30
7.14	Compliance With The ADA						32
7.15	Use of Loan Proceeds						32
7.16	Construction of Improvements					32
7.17	Mechanic's Liens and Contest Thereof			32
7.18	Financial Covenants.						33

8.	NEGATIVE COVENANTS						33
8.1	Indebtedness.							33
8.2	Liens.								34
8.3	Restrictions on Fundamental Changes.			35
8.4	Deposit Accounts.							35
8.5	Change Name.							35
8.6	Guarantee.								35
8.7	Nature of Business.						35
8.8	Prepayments and Amendments.					35
8.9	Change of Control.						35
8.10	Consignments.							36
8.11	Distributions.							36
8.12	Accounting Methods.						36
8.13	Investments.							36
8.14	Transactions with Affiliates.					36
8.15	Suspension.								37
8.16	Change in Location of Chief Executive Office.		37
8.17	No Prohibited Transactions Under ERISA			37

9.	EVENTS OF DEFAULT							38

10.	LENDER'S RIGHTS AND REMEDIES					40
10.1	Rights and Remedies.						40
10.2	Remedies Cumulative						40
10.3	Foreclosure Not A Discharge as to Indemnity 
	Obligations								40

11.	TAXES AND EXPENSES REGARDING THE COLLATERAL		41

12.	WAIVERS; INDEMNIFICATION					41
12.1	Demand; Protest; etc						41
12.2	Lender's Liability for Collateral				41
12.3	Indemnification							41

13.	NOTICES								42

14.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER		43

15.	DESTRUCTION OF BORROWER'S DOCUMENTS				44

16.	GENERAL PROVISIONS						44
16.1	Effectiveness							44
16.2	Successors and Assigns						44
16.3	Section Headings							44
16.4	Interpretation							45
16.5	Severability of Provisions					45
16.6	Amendments in Writing						45
16.7	Counterparts; Telefacsimile Execution			45
16.8	Revival and Reinstatement of Obligations			45
16.9	Lending Relationship						45
16.10	Integration								46
16.11	Insider Trading							46
16.12	Confidentiality							46



	EXHIBITS

	Exhibit A			Approved Project Budget


	SCHEDULES

	Schedule D-1		Deposit Accounts
	Schedule P-1		Permitted Liens
	Schedule R-1		Real Property
	Schedule 6.8		Borrower's Corporate Structure
	Schedule 6.10		Litigation
	Schedule 6.13		Benefit Plans 
	Schedule 6.14		Environmental Condition
	Schedule 7.8		Location of Inventory and Equipment




LOAN AGREEMENT


	THIS LOAN AGREEMENT (this Agreement), is entered into as of 
January 20, 1999, between BOEING CAPITAL CORPORATION, a Delaware 
corporation (Lender), with a place of business located at 4060 
Lakewood Boulevard, 6th Floor, Long Beach, California 90808-1700, and 
HUNTWAY REFINING COMPANY, a Delaware corporation (Borrower), with its 
chief executive office located at 25129 The Old Road, Newhall, 
California  91381.

The parties agree as follows:

DEFINITIONS AND CONSTRUCTION.

Definitions .  As used in this Agreement, the following 
terms shall have the following definitions:

	Accounts means all currently existing and 
hereafter arising accounts, contract rights, and all other forms 
of obligations owing to Borrower arising out of the sale or lease of 
goods or the rendition of services by Borrower, irrespective of whether 
earned by performance, and any and all credit insurance, guaranties, or 
other security therefor.

	Act means all present and future laws, 
regulations, statutes, common law, rules, ordinances, codes, 
licenses, permits, orders, approvals, plans, authorizations, concessions, 
franchises, and similar items of any federal, state, or local 
government, instrumentality, or body, as the same may be amended, modified, 
or supplemented from time to time and that are related to Hazardous 
Materials or any other substances that are:  (a) defined or listed in, or 
otherwise classified pursuant to, any such laws, regulations, statutes, 
common law, rules, ordinances, codes, licenses, permits, orders, approvals, 
plans, authorizations, concessions, or franchises as hazardous 
substances, hazardous materials, hazardous wastes, toxic substances, or any 
other formulation intended to define, list, or classify 
substances by reason of deleterious properties such as ignitability, 
corrosivity, reactivity, carcinogenicity, or reproductive toxicity, or EP 
toxicity, (b) oil, petroleum, or petroleum derived substances, natural gas, 
natural gas liquids, synthetic gas, drilling fluids, produced waters, and 
other wastes associated with the exploration, development, or 
production of crude oil, natural gas, or geothermal resources, (c) any 
flammable substances or explosives or any radioactive materials, or (d) 
asbestos in any form or electrical equipment that contains any oil or 
dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 
parts per million.

	ADA means the Americans with Disabilities Act, 
42 U.S.C.12101, et seq., and all applicable rules and 
regulations promulgated thereunder, as the same may be amended, modified, or 
supplemented from time to time.

	Affiliate means, as applied to any Person, any 
other Person who directly or indirectly controls, is controlled 
by, is under common control with or is a director of such Person.  For 
purposes of this definition, control means the possession, directly or 
indirectly, of the power to vote 5% or more of the securities 
having ordinary voting power for the election of directors or the direct 
or indirect power to direct the management and policies of a Person.

	Agreement has the meaning set forth in the preamble hereto.

	Approved Project Budget means the budget more particularly defined in 
Section 3.1 and set forth on Exhibit A attached hereto and incorporated 
herein, as the same may be amended from time to 
time with the prior written consent of Lender, which consent 
shall not be unreasonably withheld or delayed.  

	Authorized Person means the officer of the Borrower bearing 
the title President & Chief Executive Officer, the 
officer of the Borrower bearing the title Executive Vice 
President and Chief Financial Officer, or the officer of the 
Borrower bearing the title Controller.  

	Bankruptcy Code means the United States Bankruptcy Code 
(11 U.S.C. 101 et seq.), as amended, and any successor statute.

	Benefit Plan means a defined benefit plan (as defined in 
Section 3(35) of ERISA) for which Borrower, any Subsidiary of 
Borrower, or any ERISA Affiliate has been an employer (as defined 
in Section 3(5) of ERISA) within the past six years.

	Borrower has the meaning set forth in the 
preamble to this Agreement.

	Borrower's Engineers means Eichleay Engineers 
Incorporated of California or such other architect or engineer as 
may be approved by Lender.

	Borrower's Books means all of Borrower's books 
and records including: ledgers; records indicating, summarizing, 
or evidencing Borrower's properties or assets (including the 
Collateral) or liabilities; all information relating to Borrower's 
business operations or financial condition; and all computer programs, 
disk or tape files, printouts, runs, or other computer prepared 
information.

	Business Day means any day that is not a Saturday, Sunday, 
or other day on which national banks are authorized or required 
to close.

	Capital Expenditures means the sum of (a) all expenditures 
capitalized for financial statement purposes in accordance 
with GAAP plus, without duplication, (b) the entire principal 
amount of any debt incurred in connection with any such expenditures.
				
	Capital Expenditure Loan has the meaning set forth in 
Section 2.2.

	Cash Flow Coverage means (a) EBITDA , divided by 
(b)  the sum of cash interest expense and principal payments on 
indebtedness (excluding any prepayment pursuant to Borrowers 
one-time right in Section 2.2).  

	Change of Control shall be deemed to have occurred at such 
time as a person or group (within the meaning of Sections 13(d) 
and 14(d)(2) of the Securities Exchange Act of 1934 but excluding 
any initial purchasers of the Securities (under and as defined 
in the Indenture dated as of October 15, 1997, executed by 
Borrower, as Issuer, and State Street Bank and Trust Company, 
as Trustee, respecting the $21,750,000 9-1/4% Senior Subordinated 
Secured Convertible Notes due 2007) or Related Parties with 
respect thereto) becomes the beneficial owner (as defined in 
Rule 13d-3 under the Securities Exchange Act of 1934), 
directly or indirectly, of more than 50% of the total 
voting power of all classes of stock then outstanding of 
Borrower normally entitled to vote in the election of directors.  
Related Party with respect to any initial purchaser of the 
Securities means (A) any controlling stockholder, partner or 
member (or spouse of such stockholder, partner or member), 
80% (or more) owned Subsidiary, or spouse or immediate 
family member (in the case of any individual), of such initial 
purchaser or (B) any trust, corporation, partnership or other 
entity, the beneficiaries, stockholders, partners, owners or 
persons beneficially holding an 80% or more controlling interest 
of which consist of such initial purchaser and/or 
such other persons referred to in the immediately preceding 
clause (A).  

	Closing Date means the date of funding of the Term Loan.

	Code means the California Uniform Commercial Code.

	Collateral has the meaning given such term in the Intercreditor 
Agreement, together with the Escrow Account.  

	Collateral Documents has the meaning given such term in 
the Intercreditor Agreement.  

	Collateral Agent has the meaning given such term in the 
Intercreditor Agreement. 

	Completion Date means June 30, 1999, subject to Force 
Majeure, but no later than September 30, 1999.  

	Default means an event, condition, or default 
that, with the giving of notice, the passage of time, or both, 
would be an Event of Default.

	Deposit Accounts means those deposit accounts of 
Borrower identified by account  number, bank and bank branch 
address on Schedule D-1.

	Disbursement Letter means an instructional letter executed 
and delivered by Borrower to Lender regarding the extensions of 
credit to be made on the Closing Date, the form and substance of 
which shall be satisfactory to Lender.

	Dollars or $ means United States dollars.

	EBITDA means net income, plus interest expense, 
plus provision for taxes, plus depreciation and amortization and 
other non-cash expenses, less interest income and any extraordinary 
gains, all calculated according to GAAP.  

	Early Paydown Premium has the meaning set forth in Section 3.5.

	Equipment means all of Borrower's present and 
hereafter acquired machinery, machine tools, motors, equipment, 
furniture, furnishings, fixtures, vehicles (including motor vehicles and 
trailers), tools, parts, goods (other than consumer goods, farm products, or 
Inventory), wherever located, including, (a) any of the foregoing 
acquired by Borrower with the proceeds of a Capital Expenditure Loan, (b) 
any interest of Borrower in any of the foregoing, and (c) all 
attachments, accessories, accessions, replacements, substitutions, additions, 
and improvements to any of the foregoing.

	ERISA means the Employee Retirement Income Security Act of 1974, 29 U.S.C.
1000 et seq., amendments thereto, successor statutes, and regulations 
promulgated thereunder.

	ERISA Affiliate means (a) any corporation subject to ERISA whose employees 
are treated as employed by the same employer as the employees of Borrower under 
IRC Section 414(b),(b) any trade or business subject to ERISA whose employees 
are treated as employed by the same employer as the employees of Borrower under 
IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and 
Section 412 of the IRC, any organization subject to ERISA that is a member 
of an affiliated service group of which Borrower is a member under IRC 
Section 414(m), or (d) solely for purposes of Section 302 of ERISA and 
Section 412 
of the IRC, any party subject to ERISA that is a party to an arrangement 
with Borrower and whose employees are aggregated with the employees of 
Borrower under IRC Section 414(o).

	ERISA Event means (a) a Reportable Event with 
respect to any Benefit Plan or Multiemployer Plan, (b) the 
withdrawal of Borrower, any of its Subsidiaries or ERISA Affiliates from a 
Benefit Plan during a plan year in which it was a substantial employer (as 
defined in Section 4001(a)(2) of ERISA) with respect thereto, (c) the 
providing of notice of intent to terminate a Benefit Plan in a distress 
termination (as described in Section 4041(c) of ERISA), (d) the institution by 
the PBGC of proceedings to terminate a Benefit Plan or Multiemployer Plan, 
(e) any event or condition (i) that provides a basis under Section 
4042(a)(1), (2), or (3) of ERISA for the termination of, or the appointment 
of a trustee to administer, any Benefit Plan or Multiemployer Plan, or 
(ii) that may result in termination of a Multiemployer Plan 
pursuant to Section 4041A of ERISA, (f) the partial or complete withdrawal 
within the meaning of Sections 4203 and 4205 of ERISA, of Borrower, any of 
its Subsidiaries or ERISA Affiliates from a Multiemployer Plan, or 
(g) providing any security to any Benefit Plan under Section 
401(a)(29) of the IRC by Borrower or its Subsidiaries or any of their ERISA 
Affiliates.

	Escrow Account has the meaning set forth in Section 2.2.

	Event of Default has the meaning set forth in Section 9.

	Exchange Act means the Securities Exchange Act of 1934, as amended.  

	FEIN means Federal Employer Identification Number.

	Force Majeure means only those work stoppages 
which occur by reason of governmental order, decree, regulation, 
shortage of materials, acts of God, strikes, or other causes beyond the 
ability of Borrower reasonably to control.

	GAAP means generally accepted accounting principles as in effect 
from time to time in the United States, consistently applied.

	Governing Documents means the certificate or 
articles of incorporation, by-laws, or other organizational or 
governing documents of any Person.

	Hazardous Materials means:
those substances defined as hazardous substances, 
hazardous materials, toxic substances, or solid waste in the 
Comprehensive Environmental Response, Compensation and Liability 
Act, 42 U.S.C. 9601 et seq., Resource Conservation and Recovery Act, 42 
U.S.C.6901 et seq. (RCRA), or the Hazardous Materials Transportation 
Act, 49 U.S.C. Section 1801 et seq.;

 those substances designated as a hazardous 
substance under or pursuant to the Federal Water Pollution Control Act, 33 
U.S.C. 1257 et seq., or defined as a hazardous waste under or pursuant 
to RCRA;

those substances listed in the United States 
Department of Transportation Table (40 CFR 172.101 and amendments thereto) 
or by the Environmental Protection Agency (or any successor agency) as 
hazardous substances (40 CFR Part 302 and amendments thereto); and

any other substances, materials and wastes the 
use, storage, transportation or disposal of which are regulated under 
any Act, or which are classified as hazardous or toxic under any Act.

	All of the statutes, acts, codes, sections 
and tables listed above shall include all amendments, modifications 
and supplements thereto, together with all regulations promulgated 
pursuant to such statutes, acts, codes, sections and tables.

	Improvements means all of the improvements 
and such other items to be constructed or provided in connection with 
the Project, all as are set forth in the Approved Project Budget with 
respect to the Project.  

	Indebtedness means: (a) all obligations of 
Borrower for borrowed money, (b) all obligations of Borrower 
evidenced by bonds, debentures, notes, or other similar instruments and all 
reimbursement or other obligations of Borrower in respect of 
letters of credit, bankers acceptances, the net obligations of Borrower 
under interest rate swaps and hedge agreements, or other financial 
products, (c) all obligations of Borrower under capital leases, (d) all 
obligations or liabilities of others secured by a Lien on any property or asset 
of Borrower, irrespective of whether such obligation or liability is 
assumed, and (e) any obligation of Borrower guaranteeing or intended to 
guarantee (whether guaranteed, endorsed, co-made, discounted, or sold with 
recourse to Borrower) any indebtedness, lease, dividend, letter of credit, 
or other obligation of any other Person.

	Indemnified Persons means Lender and its 
parents, subsidiaries and affiliates, and each of their officers, 
directors, agents, employees, attorneys, trustees, receivers, 
executors,and administrators, and the heirs, successors, and assigns of all 
of the foregoing.

	Insolvency Proceeding means any proceeding 
commenced by or against any Person under any provision of the 
Bankruptcy Code or under any other bankruptcy or insolvency law, including 
assignments for the benefit of creditors, formal or informal 
moratoria, compositions, extensions generally with its creditors, or 
proceedings seeking reorganization, arrangement, or other similar relief.

	Intangible Assets means, with respect to any 
Person, that portion of the book value of all of such Person's 
assets that would be treated as intangibles under GAAP.

	Intercreditor Agreement means that certain 
Amended and Restated Intercreditor and Collateral Trust Agreement 
dated as of December 12, 1996 among Bankers Trust Company, as LOC Bank, 
Fleet National Bank, as Indenture Trustee under the Collateralized Note 
Indenture, and the Financial Institutions listed on the signature 
pages thereof and United States Trust Company of New York, as 
Collateral Agent, as it has been or may from time to time be amended, renewed, 
supplemented,restated or otherwise modified.  

	Interest Rate means, with respect to the Term 
Loan and each Capital Expenditure Loan, the fixed rate of 
interest, per annum, calculated as of the Monday preceding the date of the 
funding thereof, calculated as follows:  9.39% plus (or minus) the sum 
of:  (i) 87% of any increase (or decrease) in the average yield on U.S. 
Treasuries maturing in 60 months (or if such 60-month yield is not quoted, 
such yield as calculated by interpolation from the yields quoted for the 
closest longer and shorter maturities) as quoted in the Treasury Bonds, 
Notes & Bills section of The Wall Street Journal (or any similar 
publication in the event the foregoing is not available) published on such 
Monday (or if not published on such Monday, as published on the first preceding 
Business Day) from 5.42%; and (ii) 87% of any increase (or decrease) in 
the five year spread for BBB finance companies as stated in the Lehman 
Brothers Fixed Income Global Relative Value Report most recently published 
as of such Monday (or any similar publication in the event the 
foregoing is not available) from 76 basis points.  By way of example, as of 
November 9, 1998, such Treasuries yield was 4.5% and the five year spread 
from the Lehman Report was 145 basis points.  Therefore, the Interest Rate 
calculated as of such date would be 9.19%.  

	Inventory means all present and future 
inventory in which Borrower has any interest, including goods held for sale 
or lease or to be furnished under a contract of service and all of 
Borrower's present and future raw materials, work in process, finished 
goods, and packing and shipping materials, wherever located, and any 
documents of title representing any of the above.

	IRC means the Internal Revenue Code of 1986, 
as amended, and the regulations thereunder.

	Lender has the meaning set forth in the 
preamble to this Agreement.				

	Lender Expenses means all: costs or expenses 
(including taxes, photocopying, notarization, telecommunication 
and insurance premiums) required to be paid by Borrower under any of 
the Loan Documents that are paid or advanced by Lender pursuant to the 
terms of this Agreement; costs, expenses and premiums for documentation 
(and, to the extent incurred by Lender and not Collateral Agent or another 
Person, filing, recording and publication), appraisal (including periodic 
Collateral appraisals), real property taxes on any of the Real 
Property (should Lender elect to pay them pursuant to the terms of this 
Agreement), environmental audit, and search fees assessed, paid, or incurred 
by Lender (and not the Collateral Agent or another Person) in connection 
with this Agreement or the transactions contemplated hereunder; costs and 
expenses incurred by Lender in preserving the value of the Collateral; 
costs and expenses incurred by Lender in the disbursement of funds to 
Borrower (by wire transfer or otherwise) pursuant to this Agreement; charges 
paid or incurred by Lender resulting from the dishonor of checks received 
pursuant to this Agreement; costs and expenses paid or incurred by Lender 
to correct any Default or Event of Default or enforce any provision 
of the Loan Documents (or, to the extent incurred by Lender and not 
Collateral Agent or another Person, in gaining possession of, maintaining, 
handling, preserving, storing, shipping, selling, preparing for sale, or 
advertising to sell the Collateral, or any portion thereof, irrespective of 
whether a sale is consummated); costs and expenses paid or incurred by 
Lender in examining Borrower's Books; costs and expenses of third party 
claims or any other suit paid or incurred by Lender in enforcing or 
defending the Loan Documents; and Lender's reasonable attorneys fees and 
expenses incurred in advising, structuring, drafting, reviewing, 
administering, amending, terminating, enforcing, defending, or concerning the 
Loan Documents (including attorneys fees and expenses incurred in 
connection with a workout, a restructuring, or an Insolvency Proceeding 
concerning Borrower or any guarantor of the Obligations), 
irrespective of whether suit is brought; provided that Lender Expenses shall 
not include income tax liability of Lender except to the extent, if any, 
reimbursable by Borrower to Lender pursuant hereto or pursuant to any of the 
Collateral Documents.  

	Lien means any interest in property, tangible or 
intangible, securing an obligation owed to, or a claim by, any 
Person other than the owner of such property, whether such interest 
shall be based on the common law, statute, or contract, whether such 
interest shall be recorded or perfected, and whether such interest shall be 
contingent upon the occurrence of some future event or events or the 
existence of some future circumstance or circumstances, including any lien or 
security interest arising from a mortgage, deed of trust, encumbrance, 
pledge, hypothecation, assignment, deposit arrangement, security 
agreement, adverse claim or charge, conditional sale or trust receipt, or 
from a lease, consignment, or bailment for security purposes and also 
including reservations, exceptions, encroachments, easements, rights-of-
way, covenants, conditions, restrictions, leases, and other title 
exceptions and encumbrances affecting Real Property.

	Loan Account has the meaning set forth in Section 2.5.

	Loan Documents means this Agreement, the Disbursement Letter, 
any note or notes executed by Borrower and payable to 
Lender to evidence any of the Obligations, the Collateral 
Documents, and any other agreement entered into, now or in the future, 
in connection with this Agreement or the transactions contemplated hereby.

	Losses shall mean any and all losses, liabilities, contingent 
liabilities, damages, obligations, claims, contingent claims, actions, 
suits, proceedings, disbursements, penalties, costs, and expenses arising 
in connection with this Agreement or any other Loan Document (including, 
without limitation, actual attorneys' fees and costs of counsel retained by 
Lender to monitor the proceedings and actions of Borrower in satisfying its 
obligations hereunder, and to advise and represent Lender with respect to 
matters related hereto, including,without limitation, fees incurred pursuant to 
the Bankruptcy Code) and all other professional or consultants' fees and 
expenses), whether or not an action or proceeding is commenced or threatened; 
provided that Losses shall not include income tax liability of Lender except to 
the extent, if any, reimbursable by Borrower to Lender pursuant hereto or 
pursuant to any of the Collateral Documents.  

	Material Adverse Change means (a) a material adverse change in the 
business, prospects, operations, results of operations, assets, 
liabilities or condition (financial or otherwise) of Borrower and its 
Subsidiaries, taken as a whole, (b) the material impairment of Borrower's 
ability to perform its obligations under the Loan Documents to which it is a 
party or of Lenders ability  to enforce the Obligations or realize 
upon the Collateral, (c) a material adverse effect 
on the value of the Collateral or the amount that Lender would be 
likely to receive (after giving consideration to delays in payment and 
costs of enforcement) in the liquidation of such Collateral, or (d) a 
material impairment of the priority of the Liens of Lender with respect to 
the Collateral.

	Multiemployer Plan means a multiemployer plan (as defined in Section 
4001(a)(3) of ERISA) to which Borrower, any of its Subsidiaries, or any ERISA 
Affiliate has contributed, or was obligated to contribute, within the past six 
years.

	Note means that certain Secured Promissory Note, 
dated of even date herewith, executed by Borrower, as maker, in 
favor of Lender, as payee, to further evidence the Term Loan and the 
Capital Expenditure Loans.  

	Obligations means the Term Loan, all Capital 
Expenditure Loans, the Early Paydown Premium arising under 
Section 3.5 or Section 3.6, and all other loans, debts, principal, interest 
(including any interest that, but for the provisions of the Bankruptcy Code, 
would have accrued), liabilities, obligations, fees, charges, costs, or 
Lender Expenses (including any fees or expenses that, but for the 
provisions of the Bankruptcy Code, would have accrued), guaranties, covenants, 
and duties owing by Borrower to Lender of any kind and description 
arising pursuant to, or evidenced by, or in connection with the Loan 
Documents and irrespective of whether for the payment of money, whether direct 
or indirect, absolute or contingent, due or to become due, now 
existing or hereafter arising, and further including all interest owing to 
Lender pursuant to this Agreement not paid when due and all Lender 
Expenses and Losses that Borrower is required to pay or reimburse to Lender 
under the Loan Documents, by law, or otherwise.

	Payment Date has the meaning set forth in Section 2.1.

	PBGC means the Pension Benefit Guaranty Corporation as defined in 
Title IV of ERISA, or any successor thereto.

	Permitted Liens means (a) Liens held by Collateral Agent, 
(b) Liens for unpaid taxes, assessments, governmental 
charges or claims that either (i) are not yet due and payable or 
(ii) are the subject of Permitted Protests, (c) Liens set forth on 
Schedule P-1, (d) the interests of lessors under operating leases, 
and purchase money Liens of lessors, vendors or lenders under capital 
leases or other Indebtedness to the extent that the acquisition or 
lease or of the underlying asset is permitted under Section 8.1 and 
so long as the Lien 
only attaches to the asset purchased or acquired and only secures 
the purchase price of the asset, (e) Liens arising by operation of 
law in favor of warehousemen, landlords, carriers, mechanics, 
materialmen, repairmen, laborers, or suppliers, incurred in the ordinary 
course of business of Borrower and not in connection with the borrowing of 
money, and which Liens either (i) are for sums not yet due and payable, 
or (ii) are the subject of Permitted Protests, (f) Liens arising 
from or deposits made in connection with obtaining worker's compensation 
unemployment insurance and other types of social security, (g) 
Liens or deposits to secure performance of bids, tenders, leases, 
statutory obligations or government contracts, incurred in the ordinary 
course of business of Borrower and not in connection with the borrowing of 
money, (h) Liens arising by reason of security for surety, performance 
or appeal bonds in the ordinary course of business of Borrower, (i) Liens 
of or resulting from any judgment or award as to which the time for the 
appeal or petition for rehearing of which has not yet expired, or in 
respect of which Borrower is in good faith prosecuting an appeal or 
proceeding for a review, and in respect of which a stay of execution pending 
such appeal or proceeding for review has been secured, (j) Liens with respect 
to the Real Property Collateral that are exceptions to the commitments for 
title insurance issued in favor of  Collateral Agent, as accepted by 
Lender, (k) with respect to any Real Property that is not part of the Real 
Property Collateral, easements, rights of way, zoning and similar 
covenants and restrictions, and similar encumbrances that customarily exist on 
properties of Persons engaged in similar activities and similarly 
situated and that in any event do not materially interfere with or 
materially impair the use or operation of the Collateral by Borrower or the 
value of Lender's Lien thereon or therein, or materially interfere with 
the ordinary conduct of the business of Borrower, (l) with respect to 
the Escrow Account, Liens for fees payable to the bank at which the 
Escrow Account is maintained, (m) with respect to Indebtedness permitted 
under Section 8.1, Liens for fees and costs related thereto payable to 
trustees under indentures related thereto, (n) Liens securing 
reimbursement obligations with respect to letters of credit which encumber only 
documents and other property relating to such letters of credit 
and the products and proceeds thereof, (o) Liens arising out of 
consignment or similar arrangement of the sale of goods entered into by 
Borrower or Sunbelt in the ordinary course of business, (p) leases or 
subleases granted to others not interfering in any material respect with 
the business of Borrower or Sunbelt; (q) Liens in favor of custom and 
revenue authorities arising as a matter of law to secure payment of 
customs duties in connection with the importation of goods, and (r) Liens 
arising from Indebtedness incurred by Borrower or Sunbelt in connection with 
any hedging or interest rate swap agreements, performance bonds, 
letter of credit obligations and bank overdrafts incurred in the ordinary 
course of business.  

	Permitted Protest means the right of Borrower to 
protest any Lien other than any such Lien that secures the 
Obligations, tax (other than payroll taxes or taxes that are the subject of a 
United States federal tax lien), or rental payment, provided that (a) to 
the extent required by GAAP, a reserve with respect to such 
obligation is established on the books of Borrower in an amount that is 
reasonably satisfactory to Lender, (b) any such protest is instituted and 
diligently prosecuted by Borrower in good faith, and (c) Lender is 
reasonably satisfied that, while any such protest is pending, there will be 
no impairment of the enforceability, validity, or priority of any of 
the Liens of Lender in and to the Collateral.

	Person means and includes governments and 
agencies and political subdivisions thereof, natural persons, 
corporations, limited liability companies, limited partnerships, 
general partnerships, limited liability partnerships, joint ventures, 
trusts, land trusts, business trusts, or other organizations, irrespective of 
whether they are legal entities.

	Personal Property Collateral means all Collateral other than the Real 
Property Collateral.

	Plan means anemployee benefit plan (as defined 
in Section 3(3) of ERISA), including any maintained by any other 
Person with respect to which Borrower may incur liability.  

	Plans and Specifications shall mean (i) with 
respect to the modernization project, the final plans and 
specifications for the Project prepared by Borrowers Engineers, dated December 
30, 1998, and identified as Transmittal No. 5324\documents\trGY1230, and 
(ii) with respect to the storage tank project, the plans, specifications 
and permits prepared by Borrowers Engineers and Rocky Mountain Fabrication 
as approved by the city of Benicia on December 12, 1998.  

	Project shall mean the construction and 
completion of the Improvements at Borrowers Real Property 
consisting of the Benicia, California refining facility.

	Real Property means any estates or interests in 
real property now owned or hereafter acquired by Borrower or 
Sunbelt, together with all improvements thereon, including the Real 
Property Collateral.

	Real Property Collateral means the interests of 
Borrower and Sunbelt in the parcel or parcels of real property 
and the related improvements thereto identified on Schedule R-1, and the 
interests of Borrower and Sunbelt in any Real Property and related 
improvements thereto hereafter acquired by Borrower or Sunbelt, including, 
without limitation the interests of Borrower and Sunbelt in the 
Improvements.

	Refinancing and Amendatory Agreement means that 
certain Refinancing and Amendatory Agreement, dated the date 
hereof, among Borrower, Lender, Collateral Agent, and certain other parties.  

	Remediate and Remediation shall include, but 
not be limited to, the investigation of the environmental 
condition of the Real Property, the preparation of any feasibility studies, 
reports or remedial plans, and the performance of any cleanup, abatement, 
removal, remediation, containment, operation, maintenance, monitoring or 
restoration work, whether on or off of the Real Property.

	Reportable Event means any of the events 
described in Section 4043(c) of ERISA or the regulations 
thereunder other than a Reportable Event as to which the provision of 30 days 
notice to the PBGC is waived under applicable regulations.

	Retiree Health Plan means an employee welfare 
benefit plan within the meaning of Section 3(1) of ERISA that 
provides benefits to individuals after termination of their employment, 
other than as required by Section 601 of ERISA or applicable state law.

	Solvent means, with respect to any Person on a 
particular date, that on such date (a) at fair valuations, all of 
the properties and assets of such Person are greater than the sum of 
the debts, including contingent liabilities, of such Person, (b) the 
present fair salable value of the properties and assets of such Person is 
not less than the amount that will be required to pay the probable 
liability of such Person on its debts as they become absolute and matured, (c) 
such Person is able to realize upon its properties and assets and pay 
its debts and other liabilities, contingent obligations and other 
commitments as they mature in the normal course of business, (d) such Person 
does not intend to, and does not believe that it will, incur debts beyond 
such Person's ability to pay as such debts mature, and (e) such Person 
is not engaged in business or a transaction, and is not about to engage 
in business or a transaction, for which such Person's properties and 
assets would constitute unreasonably small capital after giving due 
consideration to the prevailing practices in the industry in which such Person 
is engaged.  In computing the amount of contingent liabilities at 
any time, it is intended that such liabilities will be computed at the 
amount that, in light of all the facts and circumstances existing at such 
time, represents the amount that reasonably can be expected to become 
an actual or matured liability.

	Subsidiary of a Person means a corporation, 
partnership, limited liability company, or other entity in which 
that Person directly or indirectly owns or controls the shares of 
stock or other ownership interests having ordinary voting power to elect a 
majority of the board of directors (or appoint other comparable managers) 
of such corporation, partnership, limited liability company, or other 
entity.

	Sunbelt means Sunbelt Refining Company, L.P., a 
Delaware limited partnership, the sole general partner of which 
is Borrower.  

	Term Loan has the meaning set forth in Section 2.1.

	Voidable Transfer has the meaning set forth in Section 16.8.

	Accounting Terms .  All accounting terms not 
specifically defined herein shall be construed in accordance with 
GAAP.  When used herein, the term financial statements shall include the 
notes and schedules thereto.  Whenever the term Borrower is used in 
respect of a financial covenant or a related definition, it shall be 
understood to mean Borrower on a consolidated basis unless the context clearly 
requires otherwise.

	Code .  Any terms used in this Agreement that are 
defined in the Code shall be construed and defined as set forth 
in the Code unless otherwise defined herein.

	Construction .  Unless the context of this Agreement 
clearly requires otherwise, references to the plural include the 
singular, references to the singular include the plural, the term including 
is not limiting, and the term or has, except where otherwise indicated, 
the inclusive meaning represented by the phrase and/or.  The words 
hereof, herein, hereby, hereunder, and similar terms in this Agreement 
refer to this Agreement as a whole and not to any particular provision 
of this Agreement.  An Event of Default shall continue or be continuing 
until such Event of Default has either been cured (to the extent 
curable hereunder) or has been waived in writing by Lender.  Section, 
subsection, clause, schedule, and exhibit references are to this Agreement 
unless otherwise specified.  Any reference in this Agreement or in the 
Loan Documents (other than the Collateral Documents) to this Agreement 
or any of the Loan Documents shall include all alterations, amendments, 
changes, extensions, modifications, renewals, replacements, substitutions, 
and supplements, thereto and thereof, as applicable.

	Schedules and Exhibits .  All of the schedules and 
exhibits attached to this Agreement shall be deemed incorporated 
herein by reference.

LOAN AND TERMS OF PAYMENT.

	Term Loan .  Lender has agreed to make a term loan (the 
Term Loan) to Borrower in the original principal amount of 
$13,389,750.  
The Term Loan shall be repaid in 84 equal monthly installments, 
in arrears, of principal and interest, commencing on the one-month 
anniversary date of the Closing Date and continuing on such day 
of each succeeding month (the Payment Date) until and including the date 
on which the unpaid balance of the Term Loan is paid in full.  The 
outstanding principal balance and all accrued and unpaid interest 
under the Term Loan shall be due and payable upon the termination of 
this Agreement, whether by its terms, by prepayment, by acceleration, 
or otherwise.  

	The unpaid principal balance of the Term Loan may 
be prepaid subject to the following conditions:  (i) Borrower 
shall have provided Lender 90 days prior written notice of Borrowers intent 
to prepay; (ii) the Term Loan may be prepaid in full only (no 
partial prepayments permitted); (iii) the Term Loan may be prepaid only 
together with payment in full of all Capital Expenditure Loans and all 
other Obligations; (iv) such prepayment may be made only on (but not 
prior to) the third anniversary date of the Closing Date and on any 
anniversary date of the Closing Date thereafter (but only on such an 
anniversary date and not during any period between such anniversary dates); 
and (v) any such prepayment shall be made together with payment of the 
applicable Early Paydown Premium as provided in Section 3.5.

	Capital Expenditure Loans .  Subject to the terms and 
conditions of this Agreement, Lender agrees to make a series of 
term loans to Borrower (each, a Capital Expenditure Loan) in an aggregate 
original principal amount not to exceed the lesser of (i) $2,800,000, and 
(ii) one half the cost of the Improvements.  Each Capital Expenditure Loan 
shall be repayable in 84 equal monthly installments of principal and 
interest, such installments to be payable commencing on the next Payment Date 
following the date of the funding of such Loan and continuing on each 
Payment Date of each succeeding month until and including the date on which 
the unpaid balance of such Loan is paid in full.  The outstanding principal 
balance and all accrued and unpaid interest under all Capital Expenditure 
Loans shall be due and payable upon the termination of this Agreement, 
whether by its terms, by prepayment, by acceleration, or otherwise.  The 
unpaid principal balance of each Capital Expenditure Loan may be prepaid 
in whole only, and only together with the Term Loan, as provided in 
Section 2.1, together with payment of the applicable Early Paydown Premium; 
provided, however, that in addition Borrower shall have a one-time right to 
prepay all or any of the Capital Expenditure Loans on and only on March 
31, 2000 if and only if:  (i) Borrower shall have provided to Lender 30 
days prior written notice of such intention to prepay; and (ii) Borrower 
pays to Lender the then outstanding principal balance and all accrued 
interest with respect to the Capital Expenditure Loans being prepaid; and 
(iii) Borrower pays to Lender an amount equal to three-fourths of one 
percent (3/4%) of the principal amount being prepaid; and (iv) Borrower 
pays to Lender the excess, if any, of (X) the aggregate of the present 
values of the payment stream of each Capital Expenditure Loan being prepaid 
calculated using a discount rate equal to the average yield on 
U.S. Treasuries maturing in 60 months (or if such 60-month yield is 
not quoted, such yield as calculated by interpolation from the yields quoted 
for the closest longer and shorter maturities) , as quoted in the 
Treasury Bonds, Notes & Bills section of The Wall Street Journal (or any 
similar publication in the event that the foregoing is not published) 
published on the Monday (or if not then published, on the first preceding 
Business Day) preceding the date of such prepayment, over (Y) the aggregate of 
the present values of the payment stream of each such Capital 
Expenditure Loan calculated using a discount rate equal to the average yield on 
U.S. Treasuries maturing in 60 months used to calculate the Interest 
Rate for such Capital Expenditure Loan; and (v) such prepayment is funded 
from operating cash flow and not from the proceeds of any refinancing 
or other source of funds other than Borrowers operations.  

	Each Capital Expenditure Loan shall be made by 
Lender upon Borrowers request in writing and upon provision by 
Borrower to Lender of evidence reasonably satisfactory to Lender of the 
then-to-date construction of the Improvements and of the cost to complete 
the Improvements.  Proceeds of each Capital Expenditure Loan may be 
advanced directly to the applicable vendor, contractor or subcontractor, 
or Borrower, as Lender may determine.  

	The foregoing to the contrary notwithstanding, the 
initial $2,800,000 cost of the Improvements shall be, subject to 
the conditions set forth in this Agreement, released and paid from 
the escrow account (Escrow Account) maintained by Borrower, with withdrawals 
permitted only by Lender, at Bank of America NT&SA, from the 
funds deposited therein by Borrower on or before the Closing Date and 
no Capital Expenditure Loans shall be made by Lender until such time as such 
initial $2,800,000 shall have been funded from the Escrow Account 
(provided that, upon the review and approval thereof by Lender, there shall be 
credited as against such $2,800,000 all cost of the Improvements paid by 
Borrower prior to the Closing Date); thereafter, the next $2,800,000 of 
the cost of the Improvements shall be paid by the funding by Lender of 
Capital Expenditure Loans, subject to the terms and conditions hereof; 
thereafter, the next $700,000 of cost of the Improvements shall be paid from 
the Escrow Account from funds deposited therein by Borrower on or 
before the Closing Date; and thereafter, Borrower shall pay the cost of all 
Improvements required to complete the Project.  

	In the event that the total cost of the Improvements to complete the 
Project is less than $6,300,000, the funds remaining thereafter in the Escrow 
Account shall be released to Borrower.  
In the event that the total cost of the Improvements to complete 
the Project is less than $5,600,000, the balance remaining in the 
Escrow Account shall be released to Borrower and Lender shall make an 
additional Capital Expenditure Loan to Borrower in an original principal 
amount equal to the difference between one-half (.5) of the total cost of the 
Improvements and the sum of all Capital Expenditure Loans 
previously made.  

	Interest:  Rates, Payments, and Calculations. 

	Interest Rate.  Except as provided in clause 
(b) below, all Obligations shall bear interest at a per annum rate 
equal to the Interest Rate.  

	Default Rate.  Upon the occurrence and during the 
continuation of an Event of Default, all Obligations shall bear 
interest at a per annum rate equal to two (2) percentage points above the 
Interest Rate otherwise applicable.  

	Payments.  Interest payable hereunder shall be due 
and payable, in arrears, on each Payment Date.  Borrower 
authorizes Lender, at its option, without prior notice to Borrower, to 
charge such interest, all Lender Expenses (as and when incurred), and all 
other payments to Lender due under any Loan Document to Borrower's Loan 
Account, which amounts thereafter shall accrue interest at the rate 
applicable to the subject Term Loan or Capital Expenditure Loan, or if none, 
the most recently funded of the Term Loan or a Capital Expenditure Loan.  
Any interest not paid when due shall be compounded and shall 
thereafter accrue interest at the rate applicable to the subject Term Loan or 
Capital Expenditure Loan.  

	Computation.  The Interest Rate as of the date of 
this Agreement is 9.234 % per annum.  The Interest Rate shall be 
calculated and fixed for each Capital Expenditure Loan as 
provided in the definition of Interest Rate set forth hereinabove.  
All interest and fees chargeable hereunder shall be computed on the 
basis of a 360 day year for the actual number of days elapsed.

	Intent to Limit Charges to Maximum Lawful Rate.  
In no event shall the interest rate or rates payable under this 
Agreement, plus any other amounts paid in connection herewith, exceed the 
highest rate permissible under any law that a court of competent 
jurisdiction shall, in a final determination, deem applicable.  Borrower and 
Lender, in executing and delivering this Agreement, intend legally to agree 
upon the rate or rates of interest and manner of payment stated within it; 
provided, however, that, anything contained herein to the 
contrary notwithstanding, if said rate or rates of interest or manner of 
payment exceeds the maximum allowable under applicable law, then, ipso 
facto as of the date of this Agreement, Borrower is and shall be liable only 
for the payment of such maximum as allowed by law, and payment received 
from Borrower in excess of such legal maximum, whenever received, 
shall be applied to reduce the principal balance of the Obligations to the 
extent of such excess.

	Disbursement of Loans.   Lender is authorized to make 
the Term Loan and the Capital Expenditure Loans under this 
Agreement based upon written instructions received from anyone believed in good 
faith by Lender (without independent investigation) to be an Authorized 
Person and subject to the terms and conditions hereof.  Borrower agrees to 
designate to Lender the Deposit Account into which are to be deposited the 
proceeds of the Term Loan and the Capital Expenditure Loans requested by 
Borrower and made by Lender hereunder.  Subject to Lenders right 
hereunder to directly pay vendors, contractors, subcontractors and others 
providing or constructing the Improvements, the Term Loan and Capital 
Expenditure Loans requested by Borrower and made by Lender hereunder shall be 
made to such Deposit Account.

	Maintenance of Loan Account; Statements of Obligations; 
Note.    Lender shall maintain an account on its books in the 
name of Borrower (the Loan Account) on which Borrower will be charged 
with the Term Loan and all Capital Expenditure Loans made by Lender to 
Borrower or for Borrower's account, including, accrued interest, Lender 
Expenses, and any other payment Obligations of Borrower.  Lender shall render 
statements regarding the Loan Account to Borrower, including principal, 
interest, fees, and including an itemization of all charges and expenses 
constituting Lender Expenses owing, and such statements shall be 
conclusively presumed to be correct and accurate and constitute 
an account stated between Borrower and Lender unless, within 30 days after 
receipt thereof by Borrower, Borrower shall deliver to Lender written 
objection thereto describing the error or errors contained in any such 
statements.  
Borrower shall execute and deliver to Lender the Note which shall 
further evidence the Term Loan and the Capital Expenditure Loans.  

	Fee.   Borrower shall pay to Lender on the Closing Date, 
a closing fee of $39,750.

	CONDITIONS; TERM OF AGREEMENT.

	Conditions Precedent to Term Loan, Initial Capital 
Expenditure Loan and Initial Funding from Escrow Account.   The 
obligation of Lender to make the Term Loan, to make the initial Capital 
Expenditure Loan or to make the original release of funds from the Escrow 
Account is subject to the fulfillment, to the satisfaction of Lender and its 
counsel, of each of the following conditions: 

	The Closing Date shall occur on or before January 20, 1999;

	As to the initial release of funds from the Escrow 
Account only, Lender shall have received and approved a 
construction schedule for the construction of the Improvements, which schedule 
shall provide for completion of the Improvements and all on and off 
site work by the Completion Date.  Such schedule shall show a trade-by-trade 
breakdown of the estimated periods of commencement and completion of such 
work;

	On or before the Closing Date, Lender shall have 
confirmed the perfection and priority of the Liens upon the 
Collateral held by Collateral Agent for the benefit of Lender;

	On or before the Closing Date, Lender shall have 
received each of the following documents, duly executed, and each 
such document shall be in full force and effect:

	the Escrow Account agreement establishing the Escrow Account and evidence 
of Borrowers deposit of $3,500,000 into the 
Escrow Account (provided that, upon the review and approval 
thereof by Lender, there shall be credited as against such $3,500,000 all 
cost of the Improvements paid by Borrower prior to the Closing Date);  

		the Disbursement Letter;

		Borrowers Engineers Certificate; 

		this Agreement; 

		the Note; 

		As to the initial release of funds from the 
Escrow Account only, Lender shall have received and approved (which 
approval shall not be unreasonably withheld or delayed) final Plans and 
Specifications, together with certificates, in such detail as 
reasonably required by Lender, from the architect(s) and engineer(s) 
preparing or contributing to the Plans and Specifications and such evidence of 
approval by all governmental agencies as is required to complete and 
construct the Project in Lender's judgment;

		As to the initial release of funds from the Escrow 
Account only, Lender shall have received and approved (which 
approval shall not be unreasonably withheld or delayed) a certificate 
executed in duplicate by Borrowers Engineers, containing (i) a detailed 
listing of the Plans and Specifications, (ii) a statement that the Plans and 
Specifications comply with all applicable laws and ordinances, 
(iii) a statement that the Plans and Specifications are complete in all 
respects and contain all details requisite to construct the Improvements, 
which Improvements, when built in accordance therewith, shall be in 
accordance with all applicable zoning and building ordinances or regulations 
and with all other requirements of all appropriate or necessary 
governmental instrumentalities, agencies or authorities, and (iv) a statement 
that all permits required to construct and complete construction of the 
Project in compliance with all applicable laws and governmental regulations 
have, as and when, and to the extent required, been duly and validly 
issued;

	As to the initial release of funds from the Escrow 
Account only, Lender shall have received and approved (which 
approval shall not be unreasonably withheld or delayed) evidence which, in 
Lender's sole judgment, confirms that the Project conforms and will 
conform to all applicable building, zoning, use and environmental laws and 
ordinances.  
Such evidence shall include, but not be limited to, certified 
copies of all building permits and all approvals, consents and permits of 
all governmental authorities under all environmental protection, land 
use and development laws, ordinances and regulations;

	As to the initial release of funds from the Escrow 
Account only, Lender shall have received and approved (which 
approval shall not be unreasonably withheld or delayed) a detailed budget 
specifying all costs of constructing and completing the Project 
accompanied by such back-up data as Lender may require (the 
Approved Project Budget);

	On or before the Closing Date, Lender shall have 
received a certificate from the Secretary of Borrower attesting 
to the resolutions of Borrower's Board of Directors authorizing its 
execution, delivery, and performance of this Agreement and the other Loan 
Documents to be executed and delivered contemporaneously herewith or 
hereafter to which Borrower is a party and authorizing specific officers of 
Borrower to execute the same;

	On or before the Closing Date, Lender shall have 
received copies of Borrower's Governing Documents, as amended, 
modified, or supplemented prior to the Closing Date, certified by the 
Secretary of Borrower;

	On or before the Closing Date, Lender shall have 
received a certificate of status with respect to Borrower, dated 
within 10 days of the Closing Date, such certificate to be issued by the 
appropriate officer of the jurisdiction of organization of Borrower, which 
certificate shall indicate that Borrower is in good standing in such 
jurisdiction;
	On or before the Closing Date, Lender shall have 
received certificates of status with respect to Borrower, each 
dated within 15 days of the Closing Date, such certificates to be 
issued by the appropriate officer of the jurisdictions in which its failure to 
be duly qualified or licensed would constitute a Material Adverse Change, 
which certificates shall indicate that Borrower is in good standing in 
such jurisdictions;

	On or before the Closing Date, Lender shall have 
received the certificates of insurance, together with the 
endorsements thereto, as are required by Section 7.6, the form and substance 
of which shall be satisfactory to Lender and its counsel;

	On or before the Closing Date, Lender shall have 
received an opinion of Borrower's special counsel in form and 
substance satisfactory to Lender in its sole discretion;

	On or before the Closing Date, Lender shall have 
received (i) appraisals of the Real Property Collateral and 
appraisals of the Equipment, in each case reasonably satisfactory to Lender, 
and (ii) copies of mortgagee title insurance policies (or marked 
commitments to issue the same) for the Real Property Collateral (other than 
that located in Arizona) issued to the Collateral Agent by a title insurance 
company reasonably satisfactory to Lender (each a Mortgage Policy and, 
collectively, the Mortgage Policies) in amounts reasonably 
satisfactory to Lender assuring Lender that the Collateral Documents providing 
for a Lien on such Real Property Collateral are valid and enforceable 
Liens on such Real Property Collateral, free and clear of all defects and 
encumbrances except Permitted Liens, and the Mortgage Policies 
shall otherwise be in form and substance reasonably satisfactory to 
Lender;

	On or before the Closing Date, Lender shall have 
received a phase-I environmental report with respect to the Real 
Property Collateral; the environmental consultants retained for such 
report, the scope of the report, and the results thereof shall be reasonably 
acceptable to Lender; 

	On or before the Closing Date, Lender shall have 
received reasonably satisfactory evidence that all tax returns 
required to be filed by Borrower have been timely filed and all taxes upon 
Borrower or its properties, assets, income, and franchises (including real 
property taxes and payroll taxes) have been paid prior to delinquency, 
except such taxes that are the subject of a Permitted Protest; 

	On or before the Closing Date, evidence that no 
Material Adverse Change shall have occurred since September 30, 
1998; and 

	On or before the Closing Date, all other documents 
and legal matters in connection with the transactions 
contemplated by this Agreement shall have been delivered, executed, or recorded 
and shall be in form and substance satisfactory to Lender and its counsel.

	Conditions Precedent to Term Loan, all Capital 
Expenditure Loans and All Release of Funds from Escrow Account.   
The following shall be conditions precedent to the Term Loan, all 
Capital Expenditure Loans and all release of funds by Lender from the 
Escrow Account:  

	the representations and warranties contained in 
this Agreement and the other Loan Documents shall be true and 
correct in all material respects on and as of the date of such extension of 
credit, as though made on and as of such date (except to the extent that 
such representations and warranties relate solely to an earlier date);

	no Default or Event of Default shall have occurred 
and be continuing on the date of such extension of credit, nor 
shall either result from the making thereof;

	no injunction, writ, restraining order, or other 
order of any nature prohibiting, directly or indirectly, the 
extending of such credit shall have been issued and remain in force by any 
governmental authority against Borrower, Lender, or any of their Affiliates;

	As to the Capital Expenditure Loans and the 
release of funds from the Escrow Account only, no event or 
circumstance shall exist, in the reasonable judgment of Lender, which would 
preclude completion of the Improvements by the Completion Date;

	If requested by Lender, prior to each Capital 
Expenditure Loan, Lender shall have received an endorsement to 
the applicable policy of title insurance reflecting the date and the 
amount of the intended loan by Lender, or satisfactory confirmation from 
the title insurer that it is in a position to issue such an endorsement.  
If any intervening mechanics' liens or other liens or bonded stop 
notices are filed against the Project or served on Lender at any time, 
Borrower shall cause the title insurer to provide affirmative coverage over 
such liens, or Borrower shall cause such liens or bonded stop notices to be 
released, as Lender may require; 

	Prior to the funding of each Capital Expenditure 
Loan or release of funds from the Escrow Account, provision by 
Borrower to Lender of evidence satisfactory to Lender of the then-to-date 
construction of the Improvements and of the cost to complete the Improvements, 
and in addition and at the discretion of Lender, a certification by 
Borrowers Engineers that the portion of the Improvements as to which the 
Capital Expenditure Loan or Escrow Account funds have been requested has 
been completed in accordance with the Plans and Specifications and in 
a good and workmanlike manner.  If Lender determines that any work or 
materials are not in conformity with the Plans and Specifications approved 
by Lender, or are not in conformity with sound building practice, or 
otherwise depart from any of the requirements of this Agreement, 
Lender shall have the right to stop the work and order disbursements 
withheld hereunder and to order the replacement or correction of any such 
work or materials regardless of whether or not such work or materials 
have been incorporated in the Project; and evidence that no Material Adverse 
Change shall have occurred since September 30, 1998. 

	Term.   This Agreement shall become effective upon the 
execution and delivery hereof by Borrower and Lender and shall 
continue in full force and effect for a term ending on the last Payment Date 
of the last Capital Expenditure Loan funded hereunder.  The foregoing 
notwithstanding, as provided in Section 10.1 Lender shall have 
the right to terminate its obligations under this Agreement immediately and 
without notice upon the occurrence and during the continuation of an 
Event of Default.

	Effect of Termination.   On the date of termination of 
this Agreement, all Obligations shall become immediately due and 
payable to Lender without notice or demand.  No termination of this 
Agreement, however, shall relieve or discharge Borrower of Borrower's 
duties, Obligations, or covenants hereunder, and Lender's continuing 
security interests in the Collateral shall remain in effect until all 
Obligations have been fully and finally discharged and Lender's obligation to 
provide additional credit hereunder is terminated.

	Early Termination or Paydown by Borrower .  
Borrower has the option, on the third anniversary date of the Closing Date and 
on each anniversary date of the Closing Date thereafter, and subject to 
the further conditions provided in Section 2.1, to terminate this 
Agreement by paying to Lender, in cash, the Obligations together with a 
premium (the Early Paydown Premium) equal to the applicable percentage set 
forth below of the then outstanding aggregate principal balance of the 
Term Loan and the Capital Expenditure Loans: 

Anniversary of Closing Date              Early Paydown Premium
Third								2.5%
Fourth							2.0%
Fifth								1.5%
Sixth								1.0%
Seventh and thereafter					 0

	Termination Upon Event of Default .  If Lender 
terminates this Agreement upon the occurrence of an Event of 
Default, in view of the impracticability and extreme difficulty of 
ascertaining actual damages and by mutual agreement of the parties as to a 
reasonable calculation of Lender's lost profits as a result thereof, 
Borrower shall pay to Lender upon the effective date of such termination, in 
addition to all other Obligations, a premium in an amount equal to the Early 
Paydown Premium applicable as of the most recently occurring anniversary 
date of the Closing Date; provided that during the first three years 
following the Closing Date until the third anniversary date thereof, the 
applicable Early Paydown Premium for the purposes of this Section 3.6 shall 
be that applicable under Section 3.5 on the third anniversary date.  The 
Early Paydown Premium shall be presumed to be the amount of damages 
sustained by Lender as the result of the early termination and Borrower agrees 
that it is reasonable under the circumstances currently existing.

		CONFIRMATION OF LIEN AND SECURITY INTEREST.

	Confirmation of Grant of Lien and Security Interest.   
Borrower hereby acknowledges and confirms that it has granted to 
Collateral Agent, for the benefit of Lender and others, a 
continuing Lien upon and security interest in the Collateral which secures 
prompt repayment of the Obligations, all as provided in the Collateral 
Documents and the Intercreditor Agreement. 

	Delivery of Additional Documentation Required.   
At any time upon the request of Collateral Agent and in compliance with 
the Collateral Documents, for the benefit of Lender, Borrower shall 
execute and deliver to Collateral Agent, for the benefit of Lender and 
others, all financing statements, continuation financing statements, fixture 
filings, security agreements, pledges, assignments, endorsements of 
certificates of title, applications for title, affidavits, reports, notices, 
schedules of accounts, letters of authority, and all other documents that 
Lender reasonably may request, in form satisfactory to Lender, to 
perfect and continue perfected Collateral Agents Liens, held for the benefit 
of Lender and others, in the Collateral, and in order to fully 
consummate all of the transactions contemplated hereby and under the other Loan 
Documents.

	Right to Inspect. 

	Lender (through any of its officers, employees, 
or agents) shall have the right, from time to time hereafter to 
inspect Borrower's Books.

	Only during and immediately after construction 
of the Improvements, Lender or any governmental unit shall have 
the right to enter onto and inspect the Project at any time and from time 
to time, upon reasonable advance notice, and, if in Lender's opinion, the 
construction is not in conformance with the Plans and 
Specifications, Lender has the right to stop construction progress, and to 
require Borrower or any of its agents, to promptly remedy such 
nonconforming construction, whether or not nonconforming work has already been 
incorporated into the Improvements, and Lender further reserves the 
right to withhold all further advances until such time as Lender, in its 
sole and absolute discretion, is satisfied with the remedies which 
Borrower has taken to correct such nonconforming construction conditions.  
Borrower further authorizes Lender and all government agencies to consult 
with any architect, engineer, contractor, subcontractor or supplier 
performing services or furnishing materials in connection with the Project.  
Lender's rights under this Section are for the sole purpose of protecting 
its collateral interest in the Project.

	Lender shall have no liability or obligation whatsoever in 
connection with the Improvements or the construction or 
completion thereof or work performed thereon and shall not be 
liable for the performance or default of any contractor or subcontractor, or 
for any failure to construct, complete, protect or insure the 
Improvements or for the payment of any costs or expenses incurred in connection 
therewith, or for the performance or nonperformance of any obligation of 
Borrower to Lender and nothing, including without limitation, any 
disbursement hereunder or the deposit or acceptance of any document or 
instrument, shall be construed as a representation or warranty, express or 
implied, on behalf of Lender.

	In addition to the inspection rights set forth 
above under subsection (a), Lender shall have the right, upon 
reasonable advance notice and without unreasonable disruption of the 
operation of Borrowers business, to inspect the Collateral and Borrowers 
books and records regarding the Collateral. 

	COMPLETION OF THE WORK

	Commencement and Completion .  Construction of the 
Improvements shall be commenced on or before the Commencement 
Date and construction must be completed on or before the Completion Date, 
with the progress of construction being pursued diligently until 
completion.  Upon completion, upon Lenders request and at Borrowers expense, 
Baker & OBrien Incorporated or such other appraisal firm as Lender may 
designate shall evaluate the completed Project to verify the same has been 
accomplished in compliance with the Plans and Specifications and 
appraise the value of the Improvements.  

	Sufficiency of Loan and Escrow Account .  In the event 
that the cost of the Improvements to complete the Project exceeds 
$6,300,000, Borrower shall pay all such costs as provided in 
Section 2.2 and take such other action as required to assure that the Project 
is completed on or before the Completion Date.

	REPRESENTATIONS AND WARRANTIES.

	In order to induce Lender to enter into this Agreement, 
Borrower makes the following representations and warranties which 
shall be true, correct, and complete in all material respects as of the 
Closing Date, and at and as of the date of the making of the Term Loan or 
each Capital Expenditure Loan made thereafter, as though made on and 
as of the date of the Term Loan or such Capital Expenditure Loan (except to 
the extent that such representations and warranties relate solely to 
an earlier date) and such representations and warranties shall 
survive the execution and delivery of this Agreement:

	No Encumbrances.   Borrower has good and indefeasible 
marketable title to the Collateral, free and clear of Liens 
except for Permitted Liens.

	Accounts; Deposit Accounts.   The Accounts are bona fide 
existing obligations created by the sale and delivery of 
Inventory or the rendition of services to account debtors in 
the ordinary course of Borrower's business.  The Deposit Accounts 
are the  only bank accounts, demand deposit accounts and time 
deposit accounts maintained by Borrower.  

	Inventory.   The Inventory is of good and merchantable 
quality.

	Equipment .  Other than obsolete Equipment to be 
disposed of in the ordinary course of Borrowers business, all of 
the Equipment is used or held for use in Borrower's or Sunbelts 
business and is fit for such purposes in all material respects.

	Location of Inventory and Equipment.   The Inventory and 
Equipment are located only at the locations identified on 
Schedule 7.8 or as otherwise permitted by Section 7.8.

	Inventory Records.   Borrower keeps correct and 
accurate records itemizing and describing the kind and quantity of the 
Inventory, and Borrower's cost therefor.

	Location of Chief Executive Office; FEIN.   The 
chief executive office of Borrower is located at the address indicated 
in the preamble to this Agreement and Borrower's FEIN is 95-4680045.  

	Due Organization and Qualification; Subsidiaries. 

	Borrower is duly organized and existing and in 
good standing under the laws of the jurisdiction of its 
incorporation and qualified and licensed to do business in, and in good stan-
ding in, any state where the failure to be so licensed or qualified reasonably 
could be expected to have a Material Adverse Change.

	Set forth on Schedule 6.8, is a complete and 
accurate list of Borrower's direct and indirect Subsidiaries, 
showing: (i) the jurisdiction of their formation; (ii) the number of shares of 
each class of common and preferred stock authorized or other units of 
ownership interest for each of such Subsidiaries; and (iii) the number and 
the percentage of the outstanding shares or other units of ownership 
interest of each such class or type of ownership interest owned directly 
or indirectly by Borrower.  All of the outstanding capital stock of 
each such Subsidiary which is a corporation has been validly issued and is 
fully paid and non-assessable.

	Except as set forth on Schedule 6.8, no capital 
stock (or any securities, instruments, warrants, options, 
purchase rights, conversion or exchange rights, calls, commitments or claims of 
any character convertible into or exercisable for capital stock) of 
any direct or indirect Subsidiary of Borrower is subject to any Lien, 
security, instrument, warrant, option, purchase right, conversion or 
exchange right,call, commitment or claim of any right, title, or interest 
therein or thereto.

	Due Authorization; No Conflict. 

	The execution, delivery, and performance by 
Borrower of this Agreement and the Loan Documents to which it is 
a party and the transactions contemplated hereby and thereby have been 
duly authorized by all necessary corporate action.

	The execution, delivery, and performance by 
Borrower of this Agreement and the Loan Documents to which it is 
a party do not and will not (i) violate any provision of federal, state, 
or local law or regulation (including Regulations T, U, and X of the 
Federal Reserve Board) applicable to Borrower, the Governing Documents of 
Borrower, or any order, judgment, or decree of any court or other 
governmental authority binding on Borrower, (ii) after giving 
effect to the Refinancing and Amendatory Agreement, conflict with, result 
in a breach of, or constitute (with due notice or lapse of time or 
both) a default under any material contractual obligation or material 
lease of Borrower, (iii) result in or require the creation or imposition 
of any Lien of any nature whatsoever upon any properties or assets of 
Borrower, other than Permitted Liens, or (iv) after giving effect to the 
Refinancing and Amendatory Agreement, require any approval of stockholders or 
any approval or consent of any Person under any material contractual 
obligation of Borrower.
	After giving effect to the Refinancing and 
Amendatory Agreement, other than the filing of appropriate 
financing statements, fixture filings, and mortgages, the execution, 
delivery, and performance by Borrower of this Agreement and the other Loan 
Documents to be executed and delivered contemporaneously herewith to which 
Borrower is a party do not and will not require any registration with, 
consent, or approval of, or notice to, or other action with or by, any 
federal, state, foreign, or other governmental authority or other Person.

	This Agreement and the Loan Documents to which 
Borrower is a party, and all other documents contemplated hereby 
and thereby, as or when executed and delivered by Borrower are or 
will be, as applicable, the legally valid and binding obligations of 
Borrower, enforceable against Borrower in accordance with their respective 
terms, except as enforcement may be limited by equitable principles or 
by bankruptcy, insolvency, reorganization, moratorium, or similar 
laws relating to or limiting creditors' rights generally.

	After giving effect to the Refinancing and 
Amendatory Agreement, the Obligations shall be secured by the 
Liens upon the Collateral granted by Borrower to Collateral Agent for the 
benefit of Lender and others pursuant to the Collateral Documents and as 
provided therein and in the Intercreditor Agreement.  

	Litigation.   There are no actions or proceedings 
pending by or against Borrower before any court or administrative 
agency and Borrower does not have knowledge or belief of any pending, 
threatened, or imminent litigation, governmental investigations, or claims, 
complaints, actions, or prosecutions involving Borrower or any 
guarantor of the Obligations, except for:  (a) ongoing collection matters 
in which Borrower is the plaintiff; (b) matters disclosed on Schedule 
6.10; and (c) matters arising after the date hereof that would not reasonably 
be expected to have a Material Adverse Change. 

	No Material Adverse Change.   All financial statements 
relating to Borrower that have been delivered by Borrower to 
Lender have been prepared in accordance with GAAP (except, in the case of 
unaudited financial statements, for the lack of footnotes and being subject 
to year-end audit adjustments) and fairly present Borrower's financial 
condition as of the date thereof and Borrower's results of operations for 
the period then ended.  There has not been a Material Adverse Change with 
respect to Borrower since September 30, 1998. 

	Solvency.   Borrower is Solvent.  No transfer of 
property is being made by Borrower and no obligation is being 
incurred by Borrower in connection with the transactions contemplated by this 
Agreement or the other Loan Documents with the intent to hinder, 
delay, or defraud either present or future creditors of Borrower.

	Employee Benefits.   None of Borrower, any of its 
Subsidiaries, or any of their ERISA Affiliates maintains or 
contributes to any Benefit Plan, other than those listed on Schedule 6.13.  
Borrower, each of its Subsidiaries and each ERISA Affiliate have satisfied 
the minimum funding standards of ERISA and the IRC with respect to 
each Benefit Plan to which it is obligated to contribute.  No ERISA 
Event has occurred nor has any other event occurred that may result in an 
ERISA Event that reasonably could be expected to result in a Material 
Adverse Change.  None of Borrower or its Subsidiaries or any ERISA 
Affiliate is required to provide security to any Benefit Plan under Section 
401(a)(29) of the IRC.

	Environmental Condition .

	Except as set forth on Schedule 6.14, Borrower and 
Sunbelt have not used Hazardous Materials at or affecting the 
Real Property in any manner which violates any Act governing the use, 
storage, treatment, transportation, manufacturing, refinement, handling, 
production, or disposal of Hazardous Materials, or that may make 
the owner of any of the Real Property liable in tort under a common law 
public or private nuisance action.

	Except as set forth on Schedule 6.14, no prior or 
current owner, occupant or operator of the Real Property other 
than Borrower or Sunbelt has used Hazardous Materials at or affecting 
the Real Property in any manner that may make Borrower or Sunbelt liable, 
in tort under a common law public or private nuisance action or 
otherwise; provided that if it is discovered that the foregoing is not 
correct and if all Remediation is thereupon promptly undertaken and diligently 
pursued in compliance with any applicable Act, this subsection (b) shall not 
be breached.  

	Compliance With The ADA .

	All of the Real Property is presently used as an 
administrative, office, manufacturing, or distribution facility 
and for other commercial purposes, and no portions of the Real Property 
are used as or for a public accommodation, within the meaning of the ADA.

	Borrower has made all modifications or provided 
all accommodations which are required to be made or provided by 
Borrower to the Real Property pursuant to the ADA in order to accommodate 
the needs and requirements of any disabled persons.

	Borrower has received no notice or complaint 
regarding any noncompliance with the ADA with respect to any of 
the Real Property or of Borrower's employment practices and, to the best 
of Borrower's knowledge, there has been no threatened litigation 
alleging any such noncompliance by Borrower or the Real Property.

	Governmental Compliance .  The Project and the use 
thereof are in compliance with all applicable zoning and all 
other laws, ordinances, rules, and regulations and Borrower has obtained all 
currently required permits, authorizations and approvals from appropriate 
governmental boards or agencies (federal, state, regional, county 
and local), to enable it to construct, own, operate and maintain the 
Project.

	Plan Changes .  The Project concept will not be changed 
without the prior written consent of Lender, which consent will 
not be unreasonably withheld or delayed.

	Compliance with Laws .  Borrower has complied in all 
material respects with the requirements of all applicable laws, 
rules, regulations, and orders of any governmental authority, including 
the Fair Labor Standards Act and the ADA.

	AFFIRMATIVE COVENANTS.

	Borrower covenants and agrees that, so long as any 
credit hereunder shall be available and until full and final 
payment of the Obligations, and unless Lender shall otherwise consent in 
writing, Borrower shall do all of the following:

	Accounting System.   Maintain a standard and modern 
system of accounting that enables Borrower to produce financial 
statements in accordance with GAAP, and maintain records pertaining to the 
Collateral that contain information as from time to time may be reasonably 
requested by Lender.  Borrower also shall keep a modern inventory reporting 
system that shows all additions, sales, claims, returns, and allowances 
with respect to the Inventory.

	Financial Statements, Reports, Certificates.   
Deliver to Lender:  (a) as soon as available, but in any event within 30 
days after the end of each month (or within 45 days as to each month 
which is the end of a fiscal quarter and within 90 days as to  the month 
which is the end of a fiscal year) during each of Borrower's fiscal years, 
a company prepared balance sheet, income statement, and statement 
of cash flow covering Borrower's operations during such period; and (b) 
as soon as available, but in any event within 90 days after the end of each 
of Borrower's fiscal years, financial statements of Borrower for 
such fiscal year, audited by independent certified public accountants 
reasonably acceptable to Lender and certified, without any qualifications, 
by such accountants to have been prepared in accordance with GAAP, 
together with a certificate of such accountants addressed to Lender stating 
that such accountants do not have knowledge of the existence of any Default 
or Event of Default, or if they have knowledge that such a Default or 
Event of Default exists, disclosing the same.  Such audited financial 
statements shall include a balance sheet, profit and loss statement, and 
statement of cash flow and, if prepared, such accountants' letter to 
management. 

	Borrower also shall deliver to Lender any filings 
made by Borrower with the Securities and Exchange Commission, if 
any, including Borrower's Form 10-Q Quarterly Reports, Form 10-K 
Annual Reports, and Form 8-K Current Reports, as soon as the same are 
filed, or any other information that is provided by Borrower to its 
shareholders generally, and any other report reasonably requested by Lender 
relating to the financial condition of Borrower.

	Each fiscal quarter, together with the financial 
statements provided pursuant to Section 7.2(a), Borrower shall 
deliver to Lender a certificate signed by its chief financial officer to the 
effect that:  (i) such financial statements have been prepared in 
accordance with GAAP (except, in the case of unaudited financial statements, 
for the lack of footnotes and being subject to year-end audit adjustments) 
and fairly present the financial condition of Borrower, (ii) the 
representations and warranties of Borrower contained in this Agreement and the 
other Loan Documents are true and correct in all material respects on and as 
of the date of such certificate, as though made on and as of such date 
(except to the extent that such representations and warranties relate solely 
to an earlier date) or, if not, disclosing the discrepancy, (iii) on 
the date of delivery of such certificate to Lender there does not exist any 
condition or event that constitutes a Default or Event of Default, or if 
such a Default or Event of Default exists, disclosing the same and the 
action Borrower has taken, is taking, or proposes to take with respect 
thereto, and (iv) a calculation setting forth Borrowers compliance with 
the financial covenants set forth in Section 7.18.  

	Tax Returns.   Deliver to Lender copies of each of 
Borrower's future federal income tax returns, and any amendments 
thereto, within 30 days of the filing thereof with the Internal Revenue 
Service.

	Maintenance of Equipment.   Other than obsolete 
Equipment to be disposed of in the ordinary course of Borrowers 
business, maintain the Equipment in good operating condition and repair 
(ordinary wear and tear excepted), and make all necessary replacements 
thereto so that the value and operating efficiency thereof shall at all 
times be maintained and preserved. 

	Taxes.   Cause all assessments and taxes, whether 
real, personal, or otherwise, due or payable by, or imposed, levied, or 
assessed against Borrower or any of its property to be paid in full, 
before delinquency or before the expiration of any extension period, 
except to the extent that the validity or amount of such assessment or tax  
shall be the subject of a Permitted Protest.  Except any matter subject to 
a Permitted Protest, Borrower shall make due and timely payment or 
deposit of all such federal, state, and local taxes, assessments, or 
contributions required of it by law, and will execute and deliver to Lender, on 
demand, appropriate certificates attesting to the payment thereof or 
deposit with respect thereto.  Except any matter subject to a Permitted 
Protest, Borrower will make timely payment or deposit of all tax payments 
and withholding taxes required of it by applicable laws, including 
those laws concerning F.I.C.A., F.U.T.A., state disability, and local, 
state, and federal income taxes, and will, upon request, furnish Lender with 
proof satisfactory to Lender indicating that Borrower has made such 
payments or deposits.

	Insurance .  Maintain the insurance with respect to the 
Collateral as required under the Collateral Documents.  

	No Setoffs or Counterclaims .  Make or cause to be made 
all payments hereunder and under the other Loan Documents, made 
by or on behalf of Borrower, to or for the benefit of Lender, without 
setoff or counterclaim and free and clear of, and without deduction or 
withholding for or on account of, any federal, state, or local taxes provided 
that Lender has provided to Borrower or filed all necessary forms, 
filings and returns.  
		
	Location of Inventory and Equipment.   Keep the 
Inventory and Equipment only at the locations identified on 
Schedule 7.8; provided, however, that Borrower may amend Schedule 7.8 so long 
as such amendment occurs by prior written consent of Lender not less than 
30 days prior to the date on which the Inventory or Equipment is moved to 
such new location, so long as such new location is within the continental 
United States, and so long as, at the time of such written notification, 
Borrower provides any financing statements or fixture filings necessary to 
perfect and continue perfected Lender's security interests in such 
assets.

	Maintain Letter of Credit Facility.   Maintain a 
letter of credit facility to support the purchase of crude oil Inventory 
in an amount, with a financial institution and on other terms and 
conditions all as are reasonably satisfactory to Lender.  Lender hereby 
confirms that the Letter of Credit Agreement as contemplated under and 
defined in the  Intercreditor Agreement is satisfactory to Lender.  

	Compliance with Laws.   Comply with the 
requirements of all applicable laws, rules, regulations, and orders of any 
governmental authority, including the Fair Labor Standards Act and the 
Americans With Disabilities Act, other than laws, rules, regulations, and 
orders the non-compliance with which, individually or in the aggregate, would 
not cause and could not reasonably be expected to cause a Material Adverse 
Change.

	Employee Benefits. 

	(i) Promptly, and in any event within 10 Business 
Days after Borrower or any of its Subsidiaries knows or has 
reason to know that an ERISA Event has occurred that reasonably could be 
expected to result in a Material Adverse Change, provide Lender with a 
written statement of the chief financial officer of Borrower describing 
such ERISA Event and any action that is being taken with respect thereto by 
Borrower, any such Subsidiary or ERISA Affiliate, and any action taken or 
threatened by the IRS, Department of Labor, or PBGC (as to which Borrower or 
such Subsidiary, as applicable, shall be deemed to know all facts 
known by the administrator of any Benefit Plan of which it is the plan 
sponsor), (ii) promptly, and in any event within 3 Business Days after the 
filing thereof with the IRS, provide Lender with a copy of each funding waiver 
request filed with respect to any Benefit Plan and all communications 
received by Borrower, any of its Subsidiaries or, to the knowledge of 
Borrower, any ERISA Affiliate with respect to such request, and (iii) promptly, 
and in any event within 3 Business Days after receipt by Borrower, any 
of its Subsidiaries or, to the knowledge of Borrower, any ERISA 
Affiliate, of notice of the PBGC's intention to terminate a Benefit Plan or to 
have a trustee appointed to administer a Benefit Plan, provide Lender 
with copies of each such notice.

	Cause to be delivered to Lender, upon Lender's 
request, each of the following:  (i) a copy of each Plan (or, 
where any such Plan is not in writing, a complete description thereof) (and 
if applicable, related trust agreements or other funding 
instruments) and all amendments and all written interpretations thereof and 
written descriptions thereof that have been distributed to employees or 
former employees of Borrower or its Subsidiaries; (ii) the most recent 
determination letter issued by the IRS with respect to each 
Benefit Plan; (iii) for up to the three most recent plan years, annual reports 
on Form 5500 Series required to be filed with any governmental agency for 
each Benefit Plan; (iv) all actuarial reports prepared for up to the 
last three plan years for each Benefit Plan; (v) a listing of all 
Multiemployer Plans, with the aggregate amount of the most recent annual 
contributions required to be made by Borrower or any ERISA Affiliate to each 
such plan and copies of the collective bargaining agreements requiring such 
contributions; (vi) any information that has been provided to 
Borrower or any ERISA Affiliate regarding withdrawal liability under any 
Multiemployer Plan; and (vii) a statement of the aggregate amount of the most 
recent annual payments made to former employees of Borrower or its 
Subsidiaries under any Retiree Health Plan.

	Leases.   Pay when due all rents and other amounts 
payable under any leases to which Borrower is a party or by which 
Borrower's properties and assets are bound, unless such payments 
are the subject of a Permitted Protest. 

	Environmental Condition .  

	Borrower shall keep or cause the Real Property to 
be kept free of Hazardous Materials and not cause or permit the 
Real Property to be used to generate, manufacture, refine, transport, 
treat, store, handle, dispose, produce, or process Hazardous Materials 
except in compliance with all applicable Acts.

	Borrower shall ensure compliance with respect to the Real 
Property by all owners, operators, and occupants of the 
Real Property with all applicable Acts and will ensure that all such 
owners, operators and occupants obtain and comply with any and all 
required approvals, registrations, or permits with respect to the Real 
Property .

	Upon the reasonable request of Lender (but if no 
Event of Default shall have occurred and be continuing and if 
Lender does not reasonably believe that a material issue exists with respect 
to Hazardous Materials at or affecting the Real Property, then no 
more frequently than annually), Borrower shall conduct and complete 
investigations, studies, samplings, and testings relative to 
Hazardous Materials at or affecting the Real Property.  Upon the written 
request of Lender from time to time (but if no Event of Default shall have 
occurred and be continuing, no more frequently than annually), Borrower 
shall provide Lender at Borrower's sole cost and expense and without 
any liability to Lender, with an environmental site assessment or an 
environmental audit report, or an update of such assessment or 
report, by an environmental engineering firm acceptable to Lender, all in 
scope, form, and content satisfactory to Lender, to assess with a 
reasonable degree of certainty the presence or absence of Hazardous 
Materials, the potential cost in connection with the Remediation of any 
Hazardous Materials at or related to the Real Property, Borrowers 
compliance with all applicable Acts, and Borrowers maintenance of all required 
environmental permits.  Upon demand of Lender, and at Borrower's 
sole cost and expense, Borrower shall promptly take or cause to be taken 
all actions to Remediate the Real Property which are required by federal, 
state, or local governmental agency or any political subdivision thereof or 
which are reasonably necessary to mitigate a spill or a violation of 
any Act or to allow full economic use of the Real Property as industrial 
property or to allow Borrower to continue to operate its current business.  
All such work shall be performed by one or more contractors selected by 
Borrower and approved in advance and in writing by Lender.  Borrower shall 
proceed continuously and diligently with such investigatory and remedial 
actions, provided that in all cases, such actions shall be in accordance 
with all applicable requirements of all Acts. Any such actions shall be 
performed in a good, safe, and workmanlike manner and shall minimize any 
impact on the business conducted at or near the Real Property or the 
occupation of the Real Property or of any other real property near the Real 
Property. Borrower shall pay all costs in connection with such 
investigatory and remedial activities, including but not limited to, all power 
and utility costs, and  any and all taxes or fees that may be applicable to 
such activities.  Borrower shall promptly provide to Lender copies of 
testing results and reports that are generated in compliance with the 
above activities. Promptly upon completion of such investigation and 
Remediation, Borrower shall permanently seal or cap all test 
holes to industrial standards and in compliance with all Acts, remove all 
associated equipment, and restore the Real Property to the 
condition existing prior to the commencement of Remediation (but without 
relieving Borrowers obligation to conduct the Remediation), which shall 
include, without limitation, the repair of any surface damage, including 
to paving, caused by such investigation or Remediation hereunder.  Within 
ten (10) days of demand therefor, Borrower shall provide Lender with a 
bond, letter of credit, or similar financial insurance evidencing that the 
necessary funds are available for the obligations established by this 
subparagraph.

	The obligations of Borrower and the rights of 
Lender with respect to Hazardous Materials are in addition to and 
not in substitution of the obligations of Borrower and Sunbelt and the 
rights of Lender under all applicable, federal, state, and local laws, 
regulations, and ordinances relating to health and safety, and protection of 
the environment.  Such obligations of Borrower and the rights of 
Lender, notwithstanding anything contained herein or in any other 
document or agreement which may be construed to the contrary, (i) shall not 
be subject to any antideficiency laws or protections, if any, (ii) shall 
survive (y) a non-judicial sale, judicial sale or deed or other transaction 
in lieu of such sale hereunder, and (z) the repayment of the Obligations. In 
the event Borrower or Sunbelt does not timely perform any of its 
obligations with respect to Hazardous Materials, Lender may perform such 
obligations, but is not obligated to, at the expense of Borrower and such 
expense shall be added to the obligations and shall not cure Borrower's breach 
under this Agreement.

	Borrower shall comply and cause Sunbelt to comply, 
as applicable, with all obligations of the Consent Judgment dated 
December 20, 1993 filed in the Superior Court of the State of Arizona, 
County of Maricopa, No. C.V. 92-08642, including, without limitation, the 
obligation to clean and dispose of sludge remaining in process vessels and 
tanks on the subject Real Property on or before the date time such sludge 
will be deemed to be Hazardous Waste.  

	With respect to the Real Property Collateral 
located in Arizona, prior to the date of any recommencement of 
business operations by Borrower, Sunbelt or any Affiliate of either of 
them at such location, Borrower shall undertake and complete all Remediation 
as necessary or prudent in connection with the operation of such 
facility.

	Compliance With The ADA .

	Borrower shall promptly provide Lender with copies 
of all notices or claims which may be received by Borrower and 
involving claims made by any individual, entity or governmental agency as 
to any alleged noncompliance of the Real Property with the requirements 
of the ADA.

	Borrower shall observe and comply in all material 
respects with all obligations and requirements of the ADA as it 
applies to the Real Property, including, without limitation, any obligation 
or requirement to install or construct  improvements or alterations 
which may be necessary to cause the Real Property to be accessible to all 
persons if the use of any of the Real Property or any part thereof becomes a 
public accommodation, as defined in the ADA, or in the event additional 
building improvements are added or incorporated into the existing 
improvements, and any obligation or requirement to make any reasonable 
accommodations which may be necessary to accommodate the needs or requirements 
of any existing or future employee of Borrower.

	Use of Loan Proceeds .  Borrower shall use the Loan 
proceeds:  (i) of the Term Loan as provided in the Refinancing 
and Amendatory Agreement and the Disbursement Letter, to pay a 
$250,000 loan placement fee to Bank of America, and to pay the other 
transaction costs and expenses, including Lender Expenses, incurred in 
connection herewith and the funding of the Term Loan; and (ii) of each Capital 
Expenditure Loan, to pay or reimburse the cost of construction and provision 
of the Improvements strictly in accordance with the Plans and 
Specifications and the terms and conditions hereof, and in all cases for no 
other purposes.

	Construction of Improvements .  The construction work to 
be performed as a part of the Project will be performed in a good 
and workmanlike manner with materials of high quality, strictly in 
accordance with the Plans and Specifications, and all applicable building, 
zoning, subdivisions and other applicable governmental regulations, 
including pollution control regulations, and such construction will be 
prosecuted with due diligence and completed within the time requirements of 
any applicable law, rule or regulation or any governmental agency and 
as required by any contractual time requirements (taking account of 
extensions permitted by reason of Force Majeure).

	Mechanic's Liens and Contest Thereof .  Borrower 
will not suffer or permit any mechanics' lien or bonded stop notice 
claims to be filed or otherwise asserted against any part of the Project or 
against any funds covered by this Agreement and Borrower will promptly 
discharge the same, or, in case of the filing of any bonded stop notice 
claims, post the bond required by California Civil Code Section 3171; provided 
that in connection with any such lien, claim or stop notice which 
Borrower may in good faith desire to contest, Borrower may contest the same by 
appropriate legal proceedings diligently prosecuted, but only if Borrower 
shall furnish to Lender such security or indemnity as the title insurer 
may require to induce it to issue its title insurance policy insuring 
against all such claims or liens as Lender shall require with respect to 
bonded stop notices; and provided further, that Lender will not be 
required to make any further Loans until any mechanics' lien claims shown by 
preliminary report on title or interim binder have been so 
insured against by the title insurer.  Borrower agrees, upon demand by Lender, 
to defend, indemnify and hold Lender harmless against costs, expense and 
attorneys' fees incurred by Lender in connection with any such claim and/or 
stop notice and/or any action filed or asserted against Lender for any 
reason in connection therewith.

	Financial Covenants.  

	Borrower shall maintain a Cash Flow Coverage ratio 
of at least 1.5:1.0 calculated on the basis of the most recently 
ended four fiscal quarters.

	Borrowers Capital Expenditures shall not exceed $8,500,000 during 
Borrowers 1999 fiscal year, $4,000,000 during Borrowers 2000 fiscal year, and 
$3,000,000 during any fiscal year thereafter.  Lender agrees that it will 
review such limitations at the end of 2000 and consider changing such 
limitations at such time based upon the then extant circumstances. 

	NEGATIVE COVENANTS.

	Borrower covenants and agrees that, so long as any 
credit hereunder shall be available and until full and final 
payment of the Obligations, Borrower will not do any of the following 
without Lender's prior written consent:

	Indebtedness.   Create, incur, assume, or 
guarantee, directly or indirectly, any Indebtedness unless (i) after giving 
effect thereto, Borrowers Cash Flow Coverage ratio for the four fiscal 
quarters immediately preceding the date of incurrence of such Indebtedness 
would be greater than 1.5:1.0 and (ii) no Default or Event of Default 
shall have occurred and be continuing or would occur as a consequence 
thereof, except:

	Indebtedness evidenced by or arising under this 
Agreement;

	Indebtedness set forth in the latest financial 
statements of Borrower submitted to Lender on or prior to the 
Closing Date;

	Indebtedness secured by Permitted Liens or as 
contemplated under Section 7.9;

	refinancings, renewals, extensions or amendments 
of Indebtedness permitted under clauses (b) and (c) of this 
Section 8.1 (and continuance or renewal of any Permitted Liens associated 
therewith) so long as: (i) the terms and conditions of such refinancings, 
renewals, extensions or amendments do not materially reduce the prospects 
of repayment of the Obligations by Borrower, (ii) the net cash 
proceeds of such refinancings, renewals, extensions or amendments do not 
result in an increase in the aggregate principal amount of the Indebtedness so 
refinanced, renewed, extended or amended other than any such 
increase with respect to the Letter of Credit Agreement as contemplated under 
and defined in the Intercreditor Agreement), (iii) such refinancings, 
renewals, refundings, extensions or amendments do not result in a 
shortening of the average weighted maturity of the Indebtedness 
so refinanced, renewed, extended or amended , and (iv) to the extent 
that Indebtedness that is refinanced was subordinated in right of 
payment to the Obligations, then the subordination terms and conditions of 
the refinancing Indebtedness must be at least as favorable to Lender 
as those applicable to the refinanced Indebtedness; 

	Indebtedness incurred by Borrower or Sunbelt in 
connection with any hedging or interest rate swap agreements, 
performance bonds, letter of credit obligations and bank overdrafts incurred 
in the ordinary course of business;

	additional Indebtedness of Borrower and Sunbelt 
not to exceed $2,000,000 outstanding at any time; 

	Indebtedness of Sunbelt to Borrower incurred 
in the ordinary course of business (while Sunbelt is inactive) in 
connection with franchise fees, taxes, maintenance, utilities and like 
obligations of Sunbelt so long as Borrower is the sole general partner of 
Sunbelt; and 
	Indebtedness incurred by Borrower or Sunbelt 
arising from agreements providing for indemnification, adjustment 
of purchase price or similar obligations (including guarantees of 
performance bonds and letters of credit) incurred in connection with the 
disposition of any assets (as otherwise permitted hereunder) but other than 
the guarantee of any indebtedness of any purchaser of such assets, in 
a principal amount not to exceed 25% of the gross proceeds actually 
received by Borrower or Sunbelt in connection with such disposition.  
	Liens.   Create, incur, assume, or permit to 
exist, directly or indirectly, any Lien on or with respect to any of its 
property or assets, of any kind, whether now owned or hereafter acquired, 
or any income or profits therefrom, except for: (a) Permitted Liens 
(including Liens that are replacements of Permitted Liens to the extent that 
the original Indebtedness is refinanced under Section 8.1(d) and so 
long as the replacement Liens only encumber those assets or property that 
secured the original Indebtedness), (b) Liens arising in connection with 
the defeasance of any existing Indebtedness the payment of which is 
not prohibited by this Agreement, (c) Liens on the assets of a Person 
acquired by Borrower and incurred prior to and not in contemplation of 
such acquisition, and (d) Liens on the assets of Subsidiaries of 
Borrower securing Indebtedness permitted hereunder so long as the assets 
subject to such Liens are not Collateral.  

	Restrictions on Fundamental Changes.   Other than a 
merger of Sunbelt with and into Borrower (with Borrower being the 
surviving entity), enter into any merger, consolidation, or 
reorganization, or liquidate, wind up, or dissolve itself (or 
suffer any liquidation or dissolution), or convey, sell, assign, lease, 
transfer, or otherwise dispose of, in one transaction or a series of 
transactions, all or any substantial part of its property or assets, other than 
sales of Inventory to buyers in the ordinary course of Borrower's business 
as currently conducted.  

	Deposit Accounts.   Without Lenders prior written 
consent, which consent shall not be unreasonably withheld or 
delayed, open any bank accounts, demand deposit accounts or time deposit 
accounts other than the Deposit Accounts and other than any such new accounts 
maintained at Valencia National Bank.

	Change Name.   Change Borrower's name, FEIN, corporate 
structure (within the meaning of Section 9402(7) of the Code), or 
identity, or add any new fictitious name.

	Guarantee.   Other than liabilities incurred by 
Borrower, without affirmative action (or failure to take 
commercially reasonable action to avoid the incurrence) by Borrower after 
September 30, 1998, as general partner of Sunbelt, guarantee or otherwise 
become in any way liable with respect to the obligations of any third Person 
except by endorsement of instruments or items of payment for deposit to the 
account of Borrower or which are transmitted or turned over to Lender.
	

Nature of Business.   Make any change in the principal 
nature of Borrower's business.

	Prepayments and Amendments. 

	Except as contemplated by the Refinancing and 
Amendatory Agreement and except in connection with a refinancing 
permitted by Section 8.1(d), prepay, redeem, retire (other than at 
maturity), defease, purchase, or otherwise acquire any Indebtedness owing to 
any third Person, other than the Obligations in accordance with this 
Agreement and other than conversion of Indebtedness into common stock, and

	Except as contemplated by the Refinancing and 
Amendatory Agreement or under Section 8.1, directly or indirectly 
amend, modify, alter, increase, or change any of the terms or conditions 
of any agreement, instrument, document, indenture, or other writing 
evidencing  or concerning Indebtedness permitted under Sections 8.1(b), (c), 
or (d).

	Change of Control.   Cause, permit, or suffer, directly 
or indirectly, any Change of Control.

	Consignments.   Consign any Inventory or sell any 
Inventory on bill and hold, sale or return, sale on approval, or 
other conditional terms of sale.

	Distributions.   Make any distribution or declare 
or pay any dividends (in cash or other property, other than capital 
stock) on, or purchase, acquire, redeem, or retire any of Borrower's capital 
stock, of any class, whether now or hereafter outstanding.

	Accounting Methods.   Modify or change its method of 
accounting (except for modifications or changes recommended under 
GAAP), or enter into, modify, or terminate any agreement currently 
existing, or at any time hereafter entered into with any third party 
accounting firm or service bureau for the preparation or storage of Borrower's 
accounting records without said accounting firm or service bureau agreeing 
to provide Lender information regarding the Collateral or Borrower's 
financial condition.  Borrower waives the right to assert a confidential 
relationship, if any, it may have with any accounting firm or 
service bureau in connection with any information requested by Lender 
pursuant to or in accordance with this Agreement, and agrees that Lender may 
contact directly any such accounting firm or service bureau in order to 
obtain such information.

	Investments.   Directly or indirectly make, 
acquire, or incur any liabilities (including contingent obligations) for or 
in connection with (a) the acquisition of the securities (whether 
debt or equity) of, or other interests in, a Person, (b) loans, advances, 
capital contributions, or transfers of property to a Person, or (c) the 
acquisition of all or substantially all of the properties or 
assets of a Person, except for (i) cash, cash-equivalents and accounts 
receivable, (ii) any such investments in Sunbelt (while Borrower is the sole 
general partner of Sunbelt) or in wholly-owned Subsidiaries (or Persons 
that become wholly-owned Subsidiaries as a result of the acquisition 
thereof if not otherwise prohibited by this Agreement, (iii) the acquisition 
for value of options from employees or former employees of the 
Borrower to purchase up to 400,000 of shares of common stock of Borrower in 
the aggregate (as adjusted for splits, combinations and dividends 
paid in stock after the Closing Date) pursuant to arrangements approved 
by the Board of Directors of Borrower so long as no Event of Default 
exists immediately prior to or would be caused by any such acquisition, 
(iv) any such investment received as consideration for the disposition of 
assets otherwise permitted hereunder, (v) consideration received in the 
good faith settlement of any bankruptcy claim, (vi) Indebtedness 
incurred by or to Borrower or Sunbelt in connection with any hedging or 
interest rate swap agreements, performance bonds, letter of credit obliga-
tions and bank overdrafts incurred in the ordinary course of business, (vii) 
prepaid expenses and loans or advances to employees and similar items in 
the ordinary course of business, (viii) endorsements of negotiable 
instruments and other similar negotiable documents, and (ix) Indebtedness 
owing by Borrower or any Subsidiary in connection with the provision of 
any managerial or administrative services rendered in the ordinary 
course of business.  

	Transactions with Affiliates.   Directly or indirectly 
enter into or permit to exist any material transaction with any 
Affiliate of Borrower except for transactions that are in the ordinary 
course of Borrower's business, upon fair and reasonable terms, that are 
fully disclosed to Lender, and that are no less favorable to Borrower 
than would be obtained in an arm's length transaction with a non-Affiliate.

	Suspension.   Suspend or go out of a substantial portion 
of its business.

	Change in Location of Chief Executive Office.   
Relocate its chief executive office to a new location without providing 30 
days prior written notification thereof to Lender and so long as, at 
the time of such written notification, Borrower provides any financing 
statements or fixture filings necessary to perfect and continue perfected 
Lender's security interests. 

	No Prohibited Transactions Under ERISA .  Directly or 
indirectly:

	engage, or permit any Subsidiary of Borrower 
to engage, in any prohibited transaction which is reasonably likely 
to result in a civil penalty or excise tax described in Sections 406 of 
ERISA or 4975 of the IRC for which a statutory or class exemption is 
not available or a private exemption has not been previously obtained 
from the Department of Labor;

	permit to exist with respect to any Benefit Plan 
any accumulated funding deficiency (as defined in Sections 302 of 
ERISA and 412 of the IRC), whether or not waived;

	fail, or permit any Subsidiary of Borrower to 
fail, to pay timely required contributions or annual installments 
due with respect to any waived funding deficiency to any Benefit Plan;

	terminate, or permit any Subsidiary of Borrower to 
terminate, any Benefit Plan where such event would result in any 
liability of Borrower, any of its Subsidiaries or any ERISA Affiliate under 
Title IV of ERISA;

	fail, or permit any Subsidiary of Borrower to 
fail, to make any required contribution or payment to any 
Multiemployer Plan;

	fail, or permit any Subsidiary of Borrower to 
fail, to pay any required installment or any other payment 
required under Section 412 of the IRC on or before the due date for such 
installment or other payment;

	amend, or permit any Subsidiary of Borrower to 
amend, a Benefit Plan resulting in an increase in current 
liability for the plan year such that either of Borrower, any Subsidiary of 
Borrower or any ERISA Affiliate is required to provide security to such 
Benefit Plan under Section 401(a)(29) of the IRC; or

	withdraw, or permit any Subsidiary of Borrower to 
withdraw, from any Multiemployer Plan where such withdrawal is 
reasonably likely to result in any liability of any such entity under Title 
IV of ERISA;
which, individually or in the aggregate, results in or reasonably 
would be expected to result in a claim against or liability of Borrower, 
any of its Subsidiaries or any ERISA Affiliate in excess of $2,000,000. 

	EVENTS OF DEFAULT.

	Any one or more of the following events shall 
constitute an event of default (each, an Event of Default) under this 
Agreement:

	If Borrower fails to pay when due and payable or 
when declared due and payable, any portion of the Obligations 
(whether of principal, interest (including any interest which, but for the 
provisions of the Bankruptcy Code, would have accrued on such amounts), fees 
and charges due Lender, reimbursement of Lender Expenses, or other 
amounts constituting Obligations) and such failure shall continue for a 
period of 10 days or more from the due date thereof;  

	If Borrower fails or neglects to perform, keep, or 
observe in any material respect any term, provision, condition, 
covenant, or agreement contained in this Agreement, in any of the Loan 
Documents, or in any other present or future agreement between Borrower and 
Lender and the same is not cured, if curable, within 30 days;

	If Borrower fails or neglects to perform, keep, or 
observe in any material respect any term, provision, condition, 
or agreement contained in the Intercreditor Agreement and the same 
is not cured, if curable, within 30 days; 

	If there is a Material Adverse Change;

	If any material portion of Borrower's properties 
or assets is attached, seized, subjected to a writ or distress 
warrant, or is levied upon, or comes into the possession of any third Person;

	If an Insolvency Proceeding is commenced by Borrower;

	If an Insolvency Proceeding is commenced against 
Borrower and any of the following events occur:  (a) Borrower 
consents to the institution of the Insolvency Proceeding against it; (b) the 
petition commencing the Insolvency Proceeding is not timely controverted; 
(c) the petition commencing the Insolvency Proceeding is not dismissed 
within 60 calendar days of the date of the filing thereof; provided, 
however, that, during the pendency of such period, Lender shall be relieved of 
its obligation to extend credit hereunder; (d) an interim trustee is 
appointed to take possession of all or a substantial portion of the properties 
or assets of, or to operate all or any substantial portion of the 
business of, Borrower; or (e) an order for relief shall have been issued 
or entered therein;

	If Borrower is enjoined, restrained, or in any way 
prevented by court order from continuing to conduct all or any 
material part of its business affairs;
	Other than in connection with any Permitted 
Protest, or other than in connection with any matter disclosed by 
Borrower to Lender on or before the date hereof, if a notice of Lien, 
levy, or assessment is filed of record with respect to any of Borrower's 
properties or assets by the United States Government, or any department, 
agency, or instrumentality thereof, or by any state, county, municipal, or 
governmental agency, or if any taxes or debts owing at any time 
hereafter to any one or more of such entities becomes a Lien, whether 
choate or otherwise, upon any of Borrower's properties or assets and the 
same is not paid on the payment date thereof;

	If a judgment or other claim becomes a Lien or 
encumbrance upon any material portion of Borrower's properties or 
assets and the same is not discharged or bonded against within 30 days;

	If there is a default in any agreement to which 
Borrower is a party with one or more third Persons and such 
default (a) occurs at the final maturity of  $2,000,000 or more of 
obligations thereunder, or (b) if a payment default other than at maturity, 
is:  (X)  a default in the payment of interest of $500,000 or more, or (Y) 
is a default in the payment of principal which results in a right by 
such third Person(s), irrespective of whether exercised, to accelerate the 
maturity of $2,000,000 or more of Borrower's obligations thereunder, or 
(c) if a non-payment default, results in the acceleration by such third 
Person(s) of $2,000,000 or more of Borrowers obligations thereunder;  

	If Borrower makes any payment on account of 
Indebtedness that has been contractually subordinated in right of 
payment to the payment of the Obligations, except to the extent such 
payment is permitted by the terms of the subordination provisions applicable 
to such Indebtedness;

	If any material misstatement or misrepresentation 
exists now or hereafter in any warranty, representation, 
statement, or report made to Lender by Borrower or any officer, employee, 
agent, or director of Borrower, or if any material warranty or 
representation is withdrawn;

	The disapproval by Lender at any time of any 
construction work not performed in accordance with the Plans and 
Specifications, and Borrower's failure to commence correction of 
such work within fifteen (15) days from the date Lender notifies Borrower 
of such disapproval and to continue to make same with diligence; 

	There occurs unreasonable delay in the performance 
of the construction work or an unscheduled discontinuance of 
construction or fabrication for a period of ten (10) consecutive Business Days 
(both subject to Force Majeure), or in any event, a delay in 
performance of the construction of the Improvements so that the same may not,
in Lender's reasonable judgment, be completed on or before the Completion 
Date (as defined in the Loan Agreement); or

	Borrower changes or attempts to change any 
provision of the account agreement or other agreement or document 
relating to the Escrow Account which would alter Lenders control over the 
funds therein or permit Borrower to withdraw funds therein without 
Lenders consent.  


LENDER'S RIGHTS AND REMEDIES.

	Rights and Remedies.   Upon the occurrence, and during 
the continuation, of an Event of Default Lender may, at its 
election, without notice of its election and without demand, exercise all 
its rights and remedies with respect to acceleration and enforcement of the 
Obligations, and, with respect to the Collateral, cause 
Collateral Agent to exercise all of Collateral Agents rights and remedies to 
the extent Lender is permitted to do so under and as provided under the 
Collateral Documents and the Intercreditor Agreement, and Lender may do any 
one or more of the following, all of which are authorized by Borrower:

	Declare all Obligations, whether evidenced by 
this Agreement, by any of the other Loan Documents, or otherwise, to 
be immediately due and payable;

	Cease advancing money or extending credit to 
or for the benefit of Borrower under this Agreement, under any of 
the Loan Documents, or under any other agreement between Borrower and 
Lender; and

	Terminate this Agreement and any of the other 
Loan Documents (other than the Collateral Documents) as to any future 
liability or obligation of Lender, but without affecting Lender's rights or 
the Liens of Collateral Agent in the Collateral and without affecting 
the Obligations. 

	Remedies Cumulative .  Lender's rights and remedies 
under this Agreement, the Loan Documents, the Intercreditor 
Agreement and all other agreements shall be cumulative.  Lender shall have all 
other rights and remedies not inconsistent herewith as provided under 
the Code, by law, or in equity.  No exercise by Lender or Collateral Agent 
at the direction of Lender of one right or remedy shall be deemed an 
election, and no waiver by Lender of any Event of Default shall be deemed a 
continuing waiver.  No delay by Lender or Collateral Agent shall 
constitute a waiver, election, or acquiescence by Lender.  

	Foreclosure Not A Discharge as to Indemnity Obligations 
 .  As to Borrowers Obligations to Lender with respect to 
Hazardous Materials and the indemnity provisions in Section 12.3 only 
(i.e., not with respect to other Obligations), foreclosure shall not operate 
as a discharge to Borrower's Obligations to Lender; and in the event 
Borrower tenders a deed in lieu of foreclosure for all or part of the Real 
Property, Borrower shall deliver such property to Lender (or its 
designee) free of any and all Hazardous Materials.  The indemnity 
provisions in Section 12.3 with respect to Hazardous Materials shall not be 
discharged or affected in any way by foreclosure or by Lender's acceptance 
of a deed in lieu thereof, and the same shall continue for a period equal 
to the longest living child born in Los Angeles County on January 1, 
1999, plus twenty-one (21) years.

	TAXES AND EXPENSES REGARDING THE COLLATERAL.

	If Borrower fails to pay any monies (whether 
taxes, assessments, insurance premiums, or, in the case of leased 
properties or assets, rents or other amounts payable under such leases) due to 
third Persons, or fails to make any deposits or furnish any required 
proof of payment or deposit, all as required under the terms of this 
Agreement, then, to the extent that Lender determines that such failure by 
Borrower could result in a Material Adverse Change, in its discretion and 
without prior notice to Borrower, Lender may do any or all of the 
following:  (a) make payment of the same or any part thereof; (b) set up such 
reserves in Borrower's Loan Account as Lender deems necessary to protect 
Lender from the exposure created by such failure; or (c) obtain and maintain 
insurance policies of the type described in Section 7.6, and take any 
action with respect to such policies as Lender deems prudent.  Any such 
amounts paid by Lender shall constitute Lender Expenses.  Any such payments 
made by Lender shall not constitute an agreement by Lender to make 
similar payments in the future or a waiver by Lender of any Event of 
Default under this Agreement.  Lender need not inquire as to, or contest the 
validity of, any such expense, tax, or Lien and the receipt of the usual 
official notice for the payment thereof shall be conclusive evidence that 
the same was validly due and owing.

WAIVERS; INDEMNIFICATION.

	Demand; Protest; etc .  Borrower waives demand, protest, 
notice of protest, notice of default or dishonor, notice of 
payment and nonpayment, notice of any default, nonpayment at maturity, 
release, compromise, settlement, extension, or renewal of accounts, 
documents, instruments, chattel paper, and guarantees at any time held by 
Lender pursuant to this Agreement or the Loan Documents on which 
Borrower may in any way be liable.

	Lender's Liability for Collateral .  So long as Lender 
complies with its obligations, if any, under Section 9207 of the 
Code, Lender shall not in any way or manner be liable or responsible 
for:  (a) the safekeeping of the Collateral; (b) any loss or damage thereto 
occurring or arising in any manner or fashion from any cause; (c) 
any diminution in the value thereof; or (d) any act or default of any 
carrier, warehouseman, bailee, forwarding agency, or other Person. All 
risk of loss, damage, or destruction of the Collateral shall be borne by 
Borrower.

	Indemnification .  Borrower shall pay, indemnify, 
defend, and hold Lender and each of its officers, directors, 
employees, counsel, agents, and attorneys-in-fact (each, an Indemnified 
Person) harmless (to the fullest extent permitted by law) from and 
against any and all:  (a) Losses, and (b) Losses (including attorneys' fees) 
suffered or incurred by any Indemnified Person, regardless of negligence, 
whether as a holder of security interests in Real Property, as mortgagee in 
possession, or as successor in interest to Borrower as owner of the Real 
Property by virtue of foreclosure or acceptance of a deed or other 
transaction in lieu of foreclosure, or after partial or total reconveyance of 
the mortgage,arising from, in respect of, as a consequence of (whether 
foreseeable or unforeseeable) or in connection with the use, storage, disposal, 
generation, transportation, spill, or treatment of any Hazardous 
Materials at or related to the Real Property whether or not originating or 
emanating from the Real Property (all of the foregoing, collectively, the 
Indemnified Liabilities).  Borrower shall have no obligation to 
any Indemnified Person under this Section 12.3 with respect to any 
Indemnified Liability that a court of competent jurisdiction finally 
determines to have resulted from the gross negligence or willful misconduct of 
such Indemnified Person.  This provision shall survive the termination 
of this Agreement.

	NOTICES.

	Unless otherwise provided in this Agreement, any other 
Loan Document or the Intercreditor Agreement, all notices or 
demands by any party relating to this Agreement or any other Loan Document 
shall be in writing and (except for financial statements and other 
informational documents which may be sent by first-class mail, postage prepaid) 
shall be personally delivered or sent by registered or certified mail 
(postage prepaid, return receipt requested), overnight courier, or 
telefacsimile to Borrower or to Lender, as the case may be, at its address set 
forth below:

	If to Borrower:		HUNTWAY REFINING COMPANY
					25129 The Old Road
					Newhall, CA  91381
					Attn: Mr. Warren J. Nelson, 
					Executive Vice President & Chief 
Financial Officer
					Fax No. 805.286.1588

	with copies to:		Kirkland & Ellis
					200 E. Randolph Drive
					Chicago, IL  60601
					Attn:  Brian D. Hogan, Esq.
					Fax No. 312.861.2200

	If to Lender:		BOEING CAPITAL CORPORATION
					4060 Lakewood Boulevard, 6th Floor
					Long Beach, California 90808-1700
					Attn:	Vice-President - Operations
					Fax No. 562.627.3002

	with copies to:		Buchalter, Fields, Nemer & Younger
					601 S. Figueroa St., Suite 2400
					Los Angeles, California  90017
					Attn:  Matthew W. Kavanaugh, Esq.
					Fax No. 213.896.0400
			
The parties hereto may change the address at which 
they are to receive notices hereunder, by notice in writing in the 
foregoing manner given to the other.  All notices or demands sent in 
accordance with this Section 13, other than notices by Lender in connection 
with Sections 9504 or 9505 of the Code, shall be deemed received on the 
earlier of the date of actual receipt or 3 days after the deposit thereof 
in the mail.  
Borrower acknowledges and agrees that notices sent by Lender in 
connection with Sections 9504 or 9505 of the Code shall be deemed sent when 
deposited in the mail or personally delivered, or, where permitted by law, 
transmitted telefacsimile or other similar method set forth 
above.

CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

			THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN 
DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANY OTHER 
LOAN DOCUMENT OR IN THE INTERCREDITOR AGREEMENT), THE CONSTRUCTION, 
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF (UNLESS 
EXPRESSLY PROVIDED TO THE CONTRARY IN ANY OTHER LOAN DOCUMENT OR IN THE 
INTERCREDITOR AGREEMENT), AND THE RIGHTS OF THE PARTIES HERETO 
AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR 
RELATED HERETO OR THERETO (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN 
ANY OTHER LOAN DOCUMENT OR IN THE INTERCREDITOR AGREEMENT) SHALL BE 
DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF 
THE STATE OF CALIFORNIA.  THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS 
ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS 
(UNLESS EXPRESSLY PROVIDED OTHERWISE IN ANY SUCH  OTHER LOAN DOCUMENT OR 
THE INTERCREDITOR AGREEMENT) SHALL BE TRIED AND LITIGATED ONLY IN THE 
STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF 
CALIFORNIA OR, AT THE SOLE OPTION OF LENDER, IN ANY OTHER COURT 
IN WHICH LENDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH 
HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.  EACH OF 
BORROWER AND LENDER WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY 
RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR 
TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE 
WITH THIS SECTION 14.  BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE 
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BETWEEN THEM BASED 
UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE 
TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, 
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH 
OF BORROWER AND LENDER REPRESENTS THAT IT HAS REVIEWED THIS WAIVER 
AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING 
CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A 
COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY 
THE COURT.

	DESTRUCTION OF BORROWER'S DOCUMENTS.

	All documents, schedules, invoices or other papers 
delivered to Lender may be destroyed or otherwise disposed of by 
Lender four months after they are delivered to or received by Lender, 
unless Borrower requests, in writing, the return of said documents, 
schedules, or other papers and makes arrangements, at Borrower's expense, for 
their return.

	GENERAL PROVISIONS.

	Effectiveness .  This Agreement shall be binding and 
deemed effective when executed by Borrower and Lender.

	Successors and Assigns .  This Agreement shall bind and 
inure to the benefit of the respective successors and assigns of 
each of the parties; provided, however, that Borrower may not assign this 
Agreement or any rights or duties hereunder without Lender's 
prior written consent and any prohibited assignment shall be absolutely void.  
No consent to an assignment by Lender shall release Borrower from 
its Obligations nor be deemed to waive the requirement of obtaining 
consent to future assignments.  Lender may assign this Agreement and its 
rights and duties hereunder and no consent or approval by Borrower is 
required in connection with any such assignment; provided, however, Lender 
may not make any such assignment to any Person which is a business 
competitor of Borrower or in connection with any securitization of the 
Obligations.  
Lender reserves the right to sell participations in all or any 
part of Lender's rights and benefits hereunder; provided, however, Lender 
may not sell any such participation to any Person which is a business 
competitor of Borrower.  In connection with any such assignment or 
participation, Lender may disclose all documents and information which Lender 
now or hereafter may have relating to Borrower or Borrower's business.  
After funding of the Term Loan and all Capital Expenditure Loans, to 
the extent that Lender assigns its rights and obligations hereunder to a 
third Person, Lender thereafter shall be released from such assigned 
obligations to Borrower and such assignment shall effect a novation between 
Borrower and such third Person.

	Section Headings .  Headings and section numbers have 
been set forth herein for convenience only.  Unless the contrary is 
compelled by the context, everything contained in each section 
applies equally to this entire Agreement.

	Interpretation .  Neither this Agreement nor any 
uncertainty or ambiguity herein shall be construed or resolved 
against Lender or Borrower, whether under any rule of construction or 
otherwise.  
On the contrary, this Agreement has been reviewed by the parties 
hereto and shall be construed and interpreted according to the ordinary 
meaning of the words used so as to fairly accomplish the purposes and 
intentions of the parties hereto.

	Severability of Provisions .  Each provision of this 
Agreement shall be severable from every other provision of this 
Agreement for the purpose of determining the legal enforceability of any 
specific provision. 

	Amendments in Writing .  This Agreement can only be 
amended by a writing signed by both Lender and Borrower.

	Counterparts; Telefacsimile Execution .  This Agreement 
may be executed in counterparts and by different parties on 
separate counterparts, each of which, when executed and delivered, shall 
be deemed to be an original, and which, when taken together, shall 
constitute but one and the same Agreement.  Delivery of an executed counterpart 
of this Agreement by telefacsimile shall be equally as effective as 
delivery of an original executed counterpart of this Agreement.  Any party 
delivering an executed counterpart of this Agreement by telefacsimile also 
shall deliver an original executed counterpart of this Agreement but the 
failure to deliver an original executed counterpart shall not affect the 
validity, enforceability, and binding effect of this Agreement.

	Revival and Reinstatement of Obligations .  If the 
incurrence or payment of the Obligations by Borrower or any 
guarantor of the Obligations or the transfer by either or both of such parties 
to Lender of any property of either or both of such parties should 
for any reason subsequently be declared to be void or voidable under any 
state or federal law relating to creditors' rights, including provisions 
of the Bankruptcy Code relating to fraudulent conveyances, preferences, 
and other voidable or recoverable payments of money or transfers of 
property (collectively, a Voidable Transfer), and if Lender is required to 
repay or restore, in whole or in part, any such Voidable Transfer, or 
elects to do so upon the reasonable advice of its counsel, then, as to any 
such Voidable Transfer, or the amount thereof that Lender is required 
or elects to repay or restore, and as to all reasonable costs, expenses, 
and attorneys fees of Lender related thereto, the liability of 
Borrower or such guarantor automatically shall be revived, reinstated, and 
restored and shall exist as though such Voidable Transfer had never been 
made.

	Lending Relationship .  Nothing contained in the this 
Agreement or any of the other Loan Documents shall be deemed or 
construed by the parties hereto or by any third party to create the 
relationship of principal and agent, partnership, joint venture, or any 
association between Borrower and Lender, it being expressly understood and 
agreed that nothing contained in this Agreement or the other Loan Documents 
shall be deemed to create any relationship between Borrower and Lender 
other than the relationship of borrower and lender.

	Integration .  This Agreement, together with the other 
Loan Documents and the Intercreditor Agreement, reflect the 
entire understanding of the parties with respect to the transactions 
contemplated hereby and shall not be contradicted or qualified by any other 
agreement, oral or written, before the date hereof.

	Insider Trading .  Lender acknowledges that Borrower is 
an issuer of securities registered pursuant to the Exchange Act 
and that Lenders disclosure of nonpublic information regarding Borrower 
or any Subsidiary or Lenders trading in the securities of Borrower 
while in possession of such information may, depending on the facts and 
circumstances, subject Borrower to liability under the Exchange 
Act.  

	Confidentiality .  Lender agrees that it will not 
disclose, without the prior consent (which shall not be 
unreasonably withheld) of the Borrower (other than to its employees, auditors, 
or counsel), any information with respect to Borrower or any of its 
Subsidiaries which is furnished pursuant hereto and which is 
designated by Borrower to Lender in writing as confidential, provided, that 
Lender may disclose any such information (a) as has become generally 
available to the public, (b) as may be required or appropriate in any report, 
statement or testimony submitted to any governmental authority having or 
claiming to have jurisdiction over Lender, (c) as may be required or 
appropriate in response to any summons or subpoena or in connection with any 
litigation, (d) in order to comply with any applicable law, and (e) to any 
prospective or actual transferee or participant in connection with any 
contemplated permitted transfer or participation of any of the Obligations or 
any interest therein.  

	IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be executed in Los Angeles, California.

BOEING CAPITAL CORPORATION,			HUNTWAY REFINING COMPANY,
a Delaware corporation				a Delaware corporation
By____________________________ 		By____________________________
Title:_________________________		Title:_________________________