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                                                                   EXHIBIT 10.14

                      EQUIPMENT LOAN AND SECURITY AGREEMENT

      THIS EQUIPMENT LOAN AND SECURITY AGREEMENT (this "Agreement") is made as
of October 1, 2002 (the "Closing Date"), by and between GE CAPITAL FRANCHISE
FINANCE CORPORATION, a Delaware corporation ("Lender"), and SCS FINANCE II, L.P,
a Delaware limited partnership ("Borrower").

                                   AGREEMENT:

      In consideration of the mutual covenants and provisions of this Agreement,
the parties agree as follows:

      1. DEFINITIONS. The following terms shall have the following meanings for
all purposes of this Agreement:

      "Affiliate" means any Person which directly or indirectly controls, is
under common control with, or is controlled by any other Person. For purposes of
this definition, "controls," "under common control with" and "controlled by"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through
ownership of voting securities or otherwise.

      "Affiliated Borrower" means SCS Finance I, L.P., a Delaware limited
partnership.

      "Affiliated Borrower Loan Agreements" means, collectively, the Loan
Agreement and Equipment Loan and Security Agreement, both dated as of the date
of this Agreement, between Lender and an Affiliated Borrower pursuant to which
Lender is making mortgage and equipment loans to the Affiliated Borrower, as the
same may be supplemented and amended from time to time.

      "Affiliated Borrower Loan Document" or "Affiliated Borrower Loan
Documents" means, individually or collectively, as the context may require, the
Affiliated Borrower Loan Agreements, the notes, deeds of trust or mortgages,
environmental indemnity agreements, and other documents or instruments
contemplated by the Affiliated Borrower Loan Agreements, all as amended and
supplemented from time to time.

      "Borrower Parties" means, collectively, Borrower and any guarantors of the
Equipment Loan now or in the future (including, in each case, any
predecessors-in-interest).

      "Business Day" means any day on which Lender is open for business other
than a Saturday, Sunday or a legal holiday, ending at 5:00 P.M. Phoenix, Arizona
time.

      "Change of Control" means a change in control of any of the Borrower
Parties occurring as a result of: (i) any merger or consolidation by any of the
Borrower Parties, as applicable, with or into any other entity other than
another entity controlled by Alon Israel Oil Company Ltd. or any successor in
interest thereto; or (ii) if any "Person" as defined in Section 3(a)(9) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and as
used in Section 13(d) and 14(d) thereof, including a "group" as defined in
Section 13(d) of the Exchange Act, who, subsequent to the Closing, becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), of
securities of any of the Borrower Parties, as applicable, representing 50% or
more of the combined voting power of that Borrower Party's then outstanding
securities (other than indirectly as a result of the redemption by any of the
Borrower Parties, as applicable, of its securities) including, without
limitation, a change in control resulting from direct or indirect transfers of
voting stock or partnership, membership or other ownership interests, whether in
one or a series of transactions; provided, however, that if no Event of Default,
or events or circumstances which with the giving of notice or passage of time
will result in an Event of Default, then exists, then no Change in Control of
any of the Borrower Parties shall be deemed to have occurred if immediately
following the event that would otherwise cause that Change in Control: (i)
Lessee has an aggregate amount of partners' capital equal to or greater than the
aggregate amount of the partners' capital of Lessee, as determined in accordance
with GAAP immediately prior to that event and the Corporate Fixed Charged
Coverage Ratio (as defined in the Master Lease) of Lessee determined for the
last twelve full months occurring prior to that event is at least 1.5:1; or (ii)
the rating agency then rating the

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debt of Guarantor has confirmed that the credit rating of Guarantor is no lower
than its credit rating immediately prior to that event; and provided, further,
no event that would otherwise be deemed to be a Change in Control hereunder as a
result of any merger or consolidation of, or the transfer of the voting stock or
other voting ownership interests in, Alon Israel Oil Company Ltd. shall be
deemed to be a Change in Control under this Agreement or any other Loan
Document. For purposes of this definition, "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of any of the Borrower Parties, as applicable.

      "Closing" means the disbursement of the Equipment Loan Amount as
contemplated by this Agreement.

      "Code" means Title 11 of the United States Code, 11 U.S.C. Sec. 101 et
seq., as amended.

      "Confidential Information" means, except as otherwise contemplated by
Section 13.R, any proprietary or confidential or nonpublic information relating
to Borrower and Lessee which is provided by Borrower or Lessee to Lender,
provided that such information is confidential and is identified thereon as
being confidential.

      "Default Rate" has the meaning set forth in the Equipment Note.

      "Equipment" means the furniture, machinery, equipment, trade fixtures,
appliances, gas pumps and canopies and other tangible personal property (but
excluding inventory) now or hereafter located on the Premises and all income
therefrom and all proceeds thereof.

      "Equipment Loan" or "Equipment Loans" means, individually or collectively,
as the context may require, the equipment loan for each Premises, or the
equipment loans for more than one or all of the Premises, described in Section
2.

      "Equipment Loan Amount" or "Equipment Loan Amounts" means, individually or
collectively, as the context may require, the aggregate amount set forth in
Section 2 or, with respect to each Premises, the individual amount set forth on
Exhibit A.

      "Equipment Note" or "Equipment Notes" means, individually or collectively,
as the context may require, the equipment promissory note dated as of the
Closing Date executed by Borrower in favor of Lender, evidencing an Equipment
Loans with respect to a Premises or the equipment promissory notes dated as of
the date of this Agreement to be executed by Borrower in favor of Lender
evidencing the Equipment Loan with respect to all of the Premises, as the same
may be amended, restated and/or substituted from time to time. An Equipment Note
will be executed for each Premises in the Equipment Loan Amount corresponding to
such Premises as set forth on Exhibit A.

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

      "Fee" means an underwriting, valuation and processing fee equal to 1% of
the amount of the Equipment Loan.

      "Fee Equipment" means Borrower's interest in "Personal Property" as
defined in the Mortgage Loan Agreement.

      "Fee Property" or "Fee Properties" means, as the context may require, one
or more of the "Premises" as defined in the Mortgage Loan Agreement.

      "GAAP" means generally accepted accounting principles consistently applied
and in effect in the United States of America from time to time.

      "Governmental Authority" means any governmental authority, agency,
department, commission, bureau, board, instrumentality, court or
quasi-governmental authority having jurisdiction or supervisory or regulatory
authority over the Equipment or any of the Borrower Parties.

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      "Guarantor" means Alon USA, Inc., a Delaware corporation, and its
successors.

      "Guaranty" means the unconditional guaranty of payment and performance
dated as of the date of this Agreement executed by Guarantor for the benefit of
Borrower with respect to the Master Lease.

      "Lender Entities" means, collectively, Lender (including any
predecessor-in-interest to Lender) and any Affiliate of Lender (including any
Affiliate of any predecessor-in-interest to Lender).

      "Lessee" means Southwest Convenience Stores, LLC, a Texas limited
liability company, and its successors and assigns.

      "Lessee Parties" means, collectively, Lessee and any guarantors of the
Master Lease now or in the future (including, in each case, any
predecessors-in-interest, as applicable).

      "Loan Documents" means, collectively, this Agreement, the Equipment Notes,
the UCC-1 Financing Statements, the Master Lease and all other documents,
instruments and agreements executed in connection therewith or contemplated
thereby.

      "Loan Pool" means:

      (i)   in the context of a Securitization, any pool or group of loans that
            are a part of such Securitization;

      (ii)  in the context of a Transfer, all loans which are sold, transferred
            or assigned to the same transferee; and

      (iii) in the context of a Participation, all loans as to which
            participating interests are granted to the same participant.

      "Master Lease" means the master lease agreement between Borrower and
Lessee, of even date herewith, pursuant to which Borrower leases to Lessee all
of the Equipment and the Fee Properties.

      "Material Adverse Effect" means a material adverse effect on (i) all of
the Equipment subject to the security interest granted hereby, including without
limitation, the use of the Equipment in the operation of a Permitted Concept, or
(ii) Borrower's ability to perform its obligations under the Loan Documents.

      "Mortgage Loan" means the mortgage loan from Lender to Borrower evidenced
by the Mortgage Loan Documents.

      "Mortgage Loan Agreement" means that certain Loan Agreement dated as of
the date of this Agreement between Borrower and Lender with respect to the
mortgage loans to be made by Lender to Borrower and secured by a first priority
lien on each Fee Property and the Fee Equipment located thereon, as the same may
be amended and supplemented from time to time.

      "Mortgage Loan Document" or "Mortgage Loan Documents" mean, individually
or collectively, as the context may require, the "Loan Document" or a "Loan
Documents" as defined in the Mortgage Loan Agreement.

      "Obligations" has the meaning set forth in Section 4 hereof.

      "Other Agreements" means, collectively, all agreements and instruments
between, among or by (1) any of the Borrower Parties, Affiliated Borrower,
and/or any other Affiliate of any of the Borrower Parties (including any
Affiliate of any predecessor in interest to any of the Borrower Parties), and,
or for the benefit of, (2) any of the Lender Entities, including, without
limitation, promissory notes and guaranties; provided, however, the term "Other
Agreements" shall not include the agreements and instruments defined as the Loan
Documents, Mortgage Loan

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Documents, the Affiliated Borrower Loan Documents, or any agreements or
instruments between, among or by (a) Lessee and/or any guarantor, and, or for
the benefit of (b) and of the Lender Entities.

      "Participation" means one or more grants by Lender or any of the other
Lender Entities to a third party of a participating interest in notes evidencing
obligations to repay secured or unsecured loans owned by Lender or any of the
other Lender Entities or any or all servicing rights with respect thereto.

      "Permitted Concept" means the operation of each Premises as a recognized,
regionally or nationally branded convenience store or convenience store brand
used by Lessee for substantially all of its stores, with facilities for the sale
of gasoline, which sells gasoline under the brand name "Fina" (or any variant
thereof or successor brand thereto) or under any other national or brand name
for gasoline having a similar or greater name recognition in the market area in
which the Premises are located or any other brand to which Lender consents, in
Lender's reasonable discretion.

      "Permitted Exceptions" means (i) liens or encumbrances created by, through
or under the Lender or any Person claiming by or through Lender, (ii) liens or
encumbrances for taxes, assessments or other governmental charges either not yet
due or being contested by Borrower or Lessee in accordance with the Loan
Documents, or the Lease, (iii) inchoate materialmen's, mechanic's, workmen's,
repairmen's or other like liens arising in the ordinary course of business and
for amounts the payment of which is either not yet due or being contested by
Borrower or Lessee in good faith with due diligence by appropriate proceedings
(and for the payment of which adequate reserves have been provided or for which
performance or similar bond has been issued), if the nonpayment of such amount
does not involve any material danger of sale, forfeiture or loss of any part of
the Equipment, title thereto or any interest therein, and (iv) the Master Lease.

      "Permitted Recipients" means, collectively, Lender, its respective
successors and assigns, the authorized employees, agents and representatives,
lenders, purchasers, transferees, assignees, servicers, participants, investors,
analysts, attorneys and advisors of Lender and their respective successors and
assigns, and Governmental Authorities with regulatory authority over Lender and
selected rating agencies with a need to know.

      "Person" means any individual, corporation, partnership, limited liability
company, trust, unincorporated organization, Governmental Authority or any other
form of entity.

      "Premises" means the parcel or parcels of real estate where the Equipment
is located, more particularly described in Exhibit A attached hereto, which are
each leased to Lessee pursuant to a Premises Lease.

      "Premises Lease" or "Premises Leases" means, as the context may require,
one or more leases between Lessee, as lessee, and an owner of the fee simple
interest in one or more Premises (or, in either case, a success-in-interest) in
accordance with which Lessee has the right to operate a Permitted Concept at
such Premises.

      "Related Lease" means the master lease, dated as of the date of this
Agreement, between the Affiliated Borrower, as lessor, and Lessee, as lessee, as
the same may be amended and supplemented from time to time. The Related Lease
provides for the lease of certain real property and equipment owned by the
Affiliated Borrower.

      "Securitization" means one or more sales, dispositions, transfers or
assignments by Lender or any of the other Lender Entities to a special purpose
corporation, trust or other entity identified by Lender or any of the other
Lender Entities of notes evidencing obligations to repay secured or unsecured
loans owned by Lender or any of the other Lender Entities (and, to the extent
applicable, the subsequent sale, transfer or assignment of such notes to another
special purpose corporation, trust or other entity identified by Lender or any
of the other Lender Entities), and the issuance of bonds, certificates, notes or
other instruments evidencing interests in pools of such loans, whether in
connection with a permanent asset securitization or a sale of loans in
anticipation of a permanent asset securitization. Each Securitization shall be
undertaken in accordance with all requirements which may be imposed by the
investors or the rating agencies involved in each such sale, disposition,
transfer or assignment or which may be imposed by the investors or the rating
agencies involved in each such sale, disposition, transfer or assignment or
which may be imposed by applicable securities, tax or other laws or regulations.

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      "Substitute Equipment" means equipment substituted for Equipment in
accordance with the requirements of Section 12 hereof.

      "Substitute Premises" means one or more parcels of real property where
Substitute Equipment is located thereon (whether or not affixed to such real
property). For purposes of clarity, where two or more parcels of real property
comprise a Substitute Premises, such parcels shall be aggregated and deemed to
constitute the Substitute Premises for all purposes of this Agreement

      "Terrorism Laws" means Executive Order 13224 issued by the President of
the United States of America, the Terrorism Sanctions Regulations (Title 31 Part
595 of the U.S. Code of Federal Regulations), the Terrorism List Governments
Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal
Regulations), and the Foreign Terrorist Organizations Sanctions Regulations
(Title 31 Part 597 of the U.S. Code of Federal Regulations), and all other
present and future federal, state and local laws, ordinances, regulations,
policies and any other requirements of any Governmental Authority (including,
without limitation, the United States Department of the Treasury Office of
Foreign Assets Control) addressing, relating to, or attempting to eliminate,
terrorist acts and acts of war, each as hereafter supplemented, amended or
modified from time to time, and the present and future rules, regulations and
guidance documents promulgated under any of the foregoing, or under similar
laws, ordinances, regulations, policies or requirements of other states or
localities.

      "Transfer" means one or more sales, transfers or assignments by Lender or
any of the other Lender Entities to a third party of notes evidencing
obligations to repay secured or unsecured loans owned by Lender or any of the
other Lender Entities or any or all servicing rights with respect thereto.

      "UCC" means, with respect to each Premises, the Uniform Commercial Code as
in effect in the state in which such Premises is located.

      "UCC-1 Financing Statements" means such UCC-1 Financing Statements as
Lender shall file with respect to the transactions contemplated by this
Agreement.

      2. TRANSACTION. On the terms and subject to the conditions set forth in
the Loan Documents, Lender shall make the Equipment Loans to Borrower. The
Equipment Loans will be evidenced by the Equipment Notes and secured by this
Agreement and the UCC-1 Financing Statements. Borrower shall repay, and may
prepay (subject to the terms of the Note) the outstanding principal amount of
the Equipment Loans together with interest thereon in the manner and in
accordance with the terms and conditions of the Equipment Notes and the other
Loan Documents. The aggregate Equipment Loan Amount shall be $6,448,000.00. The
Equipment Loans shall be advanced at the Closing in cash or otherwise
immediately available funds subject to any prorations and adjustments required
by this Agreement. The Equipment shall be leased to the Lessee pursuant to the
Master Lease and, at Closing, Borrower shall (A) assign the Master Lease to
Lender pursuant to the Mortgage Loan Documents and (B) grant Lender a security
interest in the Master Lease pursuant to this Agreement.

      3. CLOSING CONDITIONS. The obligation of Lender to consummate the
transaction contemplated by this Agreement is subject to the fulfillment or
waiver of each of the following conditions:

      A. Title. Title to the Equipment shall be vested in Borrower, free of all
liens, encumbrances, restrictions, encroachments and easements, except Permitted
Exceptions and the liens or encumbrances created by this Agreement, the Master
Lease and the UCC-1 Financing Statements. Upon Closing, Lender will obtain a
valid and perfected first priority lien upon and security interest in the
Equipment.

      B. Compliance With Representations, Warranties and Covenants. No event
shall have occurred or condition shall exist which would, upon the Closing Date,
or, upon the giving of notice and/or passage of time, constitute a breach or
default hereunder or under the Loan Documents, the Mortgage Loan Documents, the
Affiliated Borrower Loan Documents or any other agreement between or among
Lender, any of the Borrower Parties or any other party to any other agreement
affecting the Premises pertaining to the subject matter hereof, and no event
shall have occurred or condition shall exist or information shall have been
disclosed by Borrower or discovered by Lender which has had or

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would be reasonably likely to have a material adverse effect on the Premises,
the Equipment, any of the Borrower Parties.

      C. Proof of Insurance. Borrower shall have delivered to Lender
certificates of insurance and copies of insurance policies showing that all
insurance required by the Loan Documents and providing coverage and limits
satisfactory to Lender are in full force and effect.

      D. Fee and Closing Costs. Borrower shall have paid the Fee to Lender and
shall have paid all costs of the transaction described in this Agreement,
including, without limitation, UCC search and litigation search charges, the
attorneys' fees of Borrower, reasonable attorneys' fees and expenses of Lender,
Lender's reasonable Equipment inspection costs and fees, stamp taxes, mortgage
taxes, transfer fees, and escrow, filing and recording fees (including
preparation, filing and recording fees for UCC continuation statements).

      E. Evidence of Ownership and Authority. Borrower shall have provided
Lender with evidence reasonably satisfactory to Lender that the Equipment is
owned by Borrower free and clear of all liens and encumbrances, which evidence
shall include, without limitation, certified UCC financing statement searches
and, to the extent the Equipment Loan is purchase money financing, invoices
and/or bills of sale from the vendors of the Equipment. Borrower shall have
provided Lender with evidence reasonably satisfactory to Lender that the Closing
Documents have been duly authorized, executed and delivered on behalf of the
Borrower Parties.

      F. Closing Documents. At or prior to the Closing Date, Lender and/or
Borrower, as may be appropriate, shall have executed and delivered or shall have
caused to be executed and delivered to Lender, or as Lender may otherwise
direct, the Loan Documents and such other documents, payments, instruments and
certificates, as Lender may require in form acceptable to Lender.

      G. Other Closings. The Mortgage Loan and those loans contemplated by the
Affiliated Borrower Loan Documents shall have closed simultaneously with the
closing of the Equipment Loans.

      H. Inspection of Equipment. Lender shall have inspected and approved the
Equipment.

      I. Master Lease. Borrower and Lessee shall have executed and delivered the
Master Lease and a memorandum of master lease in recordable form for each of the
Fee Properties and the Equipment located on the Premises (the "Memoranda"). The
Master Lease and the Memoranda shall be in form and substance satisfactory to
Lender. Lessee shall have delivered to Borrower an executed Guaranty with
respect to the Master Lease.

      J. Leases; Landlord's Agreements. Borrower shall have delivered to Lender
copies of each of the Premises Leases in effect for a Premises, which Premises
Leases shall be in a form and substance acceptable to Lender. Each landlord
under a Premises Lease shall have executed and delivered an executed Landlord's
Agreement regarding Equipment, in a form approved by Lender, evidencing that the
Equipment is not subject to any Landlord's Lien, superior to the lien of this
Agreement, pursuant to such Premises Lease.

      Upon fulfillment or waiver of all of the above conditions, this
transaction shall close in accordance with the terms and conditions of this
Agreement.

      4. SECURITY INTEREST CREATED; OBLIGATIONS SECURED. A. To secure the
payment of the Obligations (as defined below), Borrower hereby grants to Lender
a security interest in the Equipment and the Master Lease.

      B. This Agreement secures the following indebtedness and obligations (the
"Obligations"): (1) payment of indebtedness evidenced by the Equipment Notes,
together with all extensions, renewals, amendments and modifications thereof;
and (2) payment of all other indebtedness and other sums, including interest at
the applicable rate, which may be owed under, and performance of all other
obligations and covenants contained in, any other Loan Document, Mortgage Loan
Document, Affiliated Borrower Loan Document or any Other Agreement, together
with any other instrument given to evidence or further secure the payment and
performance of any obligation secured hereby or thereby.

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      C. Borrower authorizes Lender to file financing statements with respect to
the security interest of Lender, continuation statements with respect thereto,
and any amendments to such financing statements which may be necessitated by
reason of any of the changes described in Section 6.C. Borrower agrees that,
notwithstanding any provision in the UCC to the contrary, Borrower shall not
file a termination statement of any financing statement filed by Lender in
connection with any security interest granted under this Agreement if Lender
reasonably objects to the filing of such termination statement.

      D. Lender at all times shall have a perfected security interest in the
Equipment that shall be prior to any other interests therein. Borrower shall do
all acts and things, shall execute and file all instruments (including security
agreements, UCC financing statements, continuation statements, etc.) reasonably
requested by Lender to establish, maintain and continue the perfected security
interest of Lender in the Equipment, and shall promptly on demand pay all costs
and expenses of (1) filing and recording, including the costs of any searches
deemed necessary by Lender from time to time to establish and determine the
validity and the continuing priority of the security interest of Lender, and (2)
all other claims and charges that in the reasonable opinion of Lender might
prejudice, imperil or otherwise affect the Equipment or security interest
therein of Lender if not promptly paid. Borrower agrees that a carbon,
photographic or other reproduction of a security agreement or financing
statement shall be sufficient as a financing statement. Lender is hereby
irrevocably appointed Borrower's attorney-in-fact to take any of the foregoing
actions requested of Borrower by Lender if Borrower should fail to take such
actions, which appointment shall be deemed coupled with an interest.

      5. REPRESENTATIONS AND WARRANTIES OF BORROWER. The representations and
warranties of Borrower contained in this Section are being made by Borrower as
of the Closing Date to induce Lender to enter into this Agreement and consummate
the transactions contemplated herein and shall survive the Closing. Borrower
represents and warrants to Lender as follows:

      A. Financial Information. Borrower has delivered to Lender certain
financial statements and other information concerning the Borrower Parties in
connection with the transaction described in this Agreement (collectively, the
"Financial Information"). The Financial Information is true, correct and
complete in all material respects; there have been no amendments to the
Financial Information since the date such Financial Information was prepared or
delivered to Lender. Borrower understands that Lender is relying upon the
Financial Information and Borrower represents that such reliance is reasonable.
All financial statements included in the Financial Information were prepared in
accordance with GAAP and fairly present as of the date of such financial
statements the financial condition of each individual or entity to which they
pertain. No change has occurred with respect to the financial condition of any
of the Borrower Parties and/or the Equipment as reflected in the Financial
Information which has not been disclosed in writing to Lender or has had that
could reasonably be expected to result in, a Material Adverse Effect.

      B. Organization and Authority. Each of the Borrower Parties (other than
individuals), as applicable, is duly organized or formed, validly existing and
in good standing under the laws of its state of incorporation or formation,
Borrower is qualified as a foreign corporation, partnership or limited liability
company, as applicable, to do business in the state(s) where the Equipment is
located, and each of the Borrower Parties is qualified as a foreign corporation,
partnership or limited liability company, as applicable, to do business in any
other jurisdiction where the failure to be qualified could reasonably be
expected to result in a Material Adverse Effect. All necessary action has been
taken to authorize the execution, delivery and performance by the Borrower
Parties of this Agreement and the other Loan Documents. The person(s) who have
executed this Agreement on behalf of Borrower are duly authorized so to do.
Borrower is not a "foreign corporation," "foreign partnership," "foreign trust,"
"foreign estate" or "foreign person" (as those terms are defined by the Internal
Revenue Code of 1986, as amended). Borrower's U.S. Federal Tax Identification
number, Organization Identification number and principal place of business are
correctly set forth on the signature page of this Agreement. None of the
Borrower Parties or Lessee, and no individual or entity owning directly or
indirectly any interest in any of the Borrower Parties, is an individual or
entity whose property or interests are subject to being "blocked" under any of
the Terrorism Laws or who is otherwise in violation of any of the Terrorism
Laws.

      C. Enforceability of Documents. Upon execution by the Borrower Parties,
this Agreement and the other Loan Documents to which Borrower is a party shall
constitute the legal, valid and binding obligations of the

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Borrower, enforceable against the Borrower in accordance with their respective
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, liquidation, fraudulent conveyance, fraudulent transfer,
reorganization and other laws affecting the rights of creditors generally and
general principles of equity.

      D. Litigation. There are no suits, actions, proceedings or investigations
pending, or to its actual knowledge, threatened against or involving the
Borrower Parties, the Equipment or the Premises before any arbitrator or
Governmental Authority, except for such suits, actions, proceedings or
investigations which, individually or in the aggregate, have not had, and could
not reasonably be expected to result in, a Material Adverse Effect.

      E. Absence of Breaches or Defaults; Compliance with Laws. The Borrower
Parties are not, and the authorization, execution, delivery and performance of
this Agreement and the other Loan Documents will not result, in any breach or
default under any other document, instrument or agreement to which any of the
Borrower Parties is a party or by which any of the Borrower Parties, the
Premises, the Equipment or any of the property of any of the Borrower Parties is
subject or bound, except for such breaches or defaults which, individually or in
the aggregate, have not had, and could not reasonably be expected to result in,
a Material Adverse Effect. The authorization, execution, delivery and
performance of this Agreement and the other Loan Documents by the Borrower
Parties will not violate any applicable law, statute, regulation, rule,
ordinance, code, rule or order. The Equipment is not subject to any right of
first refusal, right of first offer or option to purchase or lease granted to a
third party other than the Lease. The Equipment is in compliance with all
applicable statutes, regulations, rules, ordinances, codes, licenses, permits,
orders and approvals of each Governmental Authority having jurisdiction over the
Equipment, and all policies or rules of common law, in each case, as amended,
and any judicial or administrative interpretation thereof, including any
judicial order, consent, decree or judgment applicable to any of the Borrower
Parties, except for such noncompliance which has not had, and could not
reasonably be expected to result in, a Material Adverse Effect.

      F. Licenses and Permits. All required licenses and permits, both
governmental and private, to use and operate the Equipment and to use and
operate the Premises as a Permitted Concept are in full force and effect, except
for such licenses and permits the failure of which to obtain has not had, and
could not reasonably be expected to result in, a Material Adverse Effect.

      G. Condition of Equipment. The Equipment is in good condition and repair
and well maintained, ordinary wear and tear excepted, and is fully operational.

      H. Title to Equipment; First Priority Lien. Borrower owns the Equipment,
free and clear of all liens, encumbrances, charges and security interests of any
nature whatsoever except Permitted Exceptions. Upon Closing (i) Borrower shall
lease the Equipment to Lessee pursuant to the Master Lease, and (ii) Lender
shall have a first priority lien upon and security interest in the Equipment
pursuant to this Agreement and the UCC-1 Financing Statements.

      I. Nonconsolidation. (1) Borrower maintains correct and complete books and
records of account separate from all other Persons. Where necessary or
appropriate, Borrower has disclosed the nature of the transaction contemplated
by the Loan Documents and Borrower's independent status to its creditors. The
Equipment, the Fee Properties, the Fee Equipment and related property represent
all of the assets owned or leased by Borrower as of the date hereof, and
Borrower has not commingled its assets and its liabilities with those of any
other Person.

      (2) Borrower maintains its own checking account or accounts with
commercial banking institutions separate from other Persons.

      (3) To the extent that Borrower shares the same employees with other
Persons, the salaries of and the expenses related to providing benefits to such
employees have been fairly and nonarbitrarily allocated among such Persons, with
the result that each such Person bears its fair share of the salary and benefit
costs associated with all such common employees.

SCS Finance II
Equipment Loan

                                       8
<PAGE>

      (4) To the extent that Borrower jointly contracts with other Persons to do
business with vendors or service providers or to share overhead expenses, the
costs incurred in so doing are, and at all times shall be, fairly and
nonarbitrarily allocated among such Persons, with the result that each such
Person bears its fair share of such costs. To the extent that Borrower contracts
or does business with vendors or service providers where the goods or services
provided are or shall be partially for the benefit of other Persons, the costs
incurred in so doing are fairly and nonarbitrarily allocated to or among such
Persons for whose benefit the goods or services are provided, with the result
that each such Person bears its fair share of such costs.

      (5) To the extent that Borrower or other Persons have offices in the same
location, there is a fair, appropriate and nonarbitrary allocation of overhead
among them, with the result that each such Person bears its fair share of such
expenses.

      (6) Borrower has not incurred any indebtedness, secured or unsecured,
direct or indirect, absolute or contingent, including, without limitation,
liability for the debts of any other Person (and Borrower has not held itself
out as being liable for the debts of any other Person), other than the Equipment
Loans, Mortgage Loan, trade and operational debt incurred in the ordinary course
of business with trade creditors and in amounts as are normal and reasonable
under the circumstances. Borrower is not a guarantor of any obligation.

      (7) Borrower is not presently a party to a pledge of its assets for the
benefit of other Persons. Borrower has not made any loans or advances to any
third party (including any Affiliate or constituent party of Borrower).

      (8) Borrower has conducted its affairs strictly in accordance with its
organizational documents including Borrower's corporate managing member's
organizational documents and has observed all necessary, appropriate and
customary formalities.

      (9) Borrower does not hold itself out to the public or to any of its
individual creditors as being a unified entity with assets and liabilities in
common with any other Person.

      (10) Borrower (a) is solvent, (b) is able to pay its obligations as they
become due and (c) is not and shall not be engaged in any business or
transaction for which its remaining capital is or may be unreasonably small.

      (11) Borrower has no actual intent to hinder, delay or defraud creditors
in connection with any of the transactions contemplated herein or intent to
incur (or belief that it is incurring) debts beyond its ability to pay the same
as they mature.

      (12) Borrower has not, as to itself or as to other Persons, (a) commenced
any case, proceeding or other action under any applicable law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to Borrower or other Persons or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to Borrower or its debts or other Persons or their
debts or (b) sought appointment of a receiver, trustee, custodian or other
similar official for Borrower or for all or any substantial part of its or other
Person's assets or made a general assignment for the benefit of Borrower's
creditors.

      6. COVENANTS. Borrower covenants to Lender from and after the Closing Date
and until all of the Obligations are satisfied in full, as follows:

      A. Payment of the Equipment Notes. Borrower shall punctually pay, or cause
to be paid, the principal, interest and all other sums to become due with
respect to the Equipment Notes and the other Loan Documents in accordance with
the Equipment Notes and the other Loan Documents.

      B. Title. Borrower shall own the Equipment (whether acquired prior to or
after the date hereof), free and clear of all liens, encumbrances, charges and
other exceptions to title except those in favor of Lender and Lessee's rights

SCS Finance II
Equipment Loan

                                       9
<PAGE>

pursuant to the Master Lease and other Permitted Exceptions. Lender shall have a
valid first lien upon and security interest in the Equipment pursuant to this
Agreement and the UCC-1 Financing Statements.

      C. Organization and Status; Preservation of Existence. Each of the
Borrower Parties (other than individuals), as applicable, shall be validly
existing and in good standing under the laws of its state of incorporation or
formation and qualified as a foreign corporation, partnership or limited
liability company to do business in the state(s) where the Equipment is located
and any other jurisdiction where the failure to be qualified could reasonably be
expected to result in a Material Adverse Effect. Borrower shall preserve its
current form of organization and shall not change its legal name, its state of
formation, nor, in one transaction or a series of related transactions, merge
with or into, or consolidate with, any other entity without providing, in each
case, Lender with 30 days' prior written notice and obtaining Lender's prior
written consent (to the extent such consent is required under Section 7 of this
Agreement).

      D. Licenses and Permits; Compliance With Laws. All required licenses and
permits, both governmental and private, to use and operate the Equipment and to
use and operate the Premises as a Permitted Concept shall be maintained in full
force and effect.

      E. Financial Statements. Within 45 days after the end of the first three
fiscal quarters and within 120 days after the end of each fiscal year of
Borrower, Borrower shall deliver to Lender (a) complete financial statements of
the Borrower Parties including a balance sheet, profit and loss statement,
statement of cash flows and all other related schedules for the fiscal period
then ended; (b) income statements for the business at each of the Premises; and
(c) such other financial information as Lender may reasonably request in order
to establish compliance with the financial covenants in the Loan Documents. All
such financial statements and information shall be prepared in accordance with
GAAP from period to period, and shall be certified to be accurate and complete
by Borrower (or the Treasurer or other appropriate officer of Borrower).
Borrower understands that Lender is relying upon such financial statements and
Borrower represents that such reliance is reasonable. The financial statements
delivered to Lender need not be audited, but Borrower shall deliver to Lender
copies of any audited financial statements of Borrower which may be prepared, as
soon as they are available. Borrower shall also cause to be delivered to Lender
copies of any financial statements required to be delivered to Borrower by
Lessee pursuant to the Master Lease.

      F. Inspections. Borrower shall, during normal business hours on two
Business Days' prior telephonic notice (or at any time in the event of an
emergency or if an Event of Default has occurred and is continuing), (1) provide
Lender and Lender's officers, employees, agents and advisors with access to the
Equipment and all files, correspondence and documents relating to the Equipment
(including, without limitation, any of the foregoing information stored in any
computer files), and (2) allow such persons to make such inspections, tests,
copies, and verifications as Lender reasonably requests.

      G. Removal of Equipment. Except for purposes of replacement with like
property of equal or greater value and repair or refurbishment in the ordinary
course of business, Borrower shall not remove or allow to be removed from the
Premises the Equipment, or any part thereof, without the prior written consent
of Lender other than de minimus amounts of equipment not required or necessary
to the conduct of the business of Lessee at the Premises. Borrower shall
promptly give written notice to Lender of any substantial change in the
character of the business conducted on the Premises and of the cessation of all
or any part thereof and of any loss or damage by fire or other casualty to any
substantial part of the Equipment.

      H. No Additional Encumbrances. Borrower shall remain the owner of the
Equipment (whether acquired prior to or after the date hereof) free from any
lien security interest or encumbrance except those in favor of Lender and those
arising under the Master Lease, and Borrower shall not execute or permit the
filing of any financing statement thereon other than other than the UCC-1
Financing Statements (and any financing statement contemplated by the Mortgage
Loan Agreement). Borrower shall defend the Equipment against all claims and
demands of all persons other than Lender. Borrower shall not permit any action
to be taken which would adversely affect the value of the Equipment or which
would encumber, cloud or adversely effect in any manner Borrower's title or
interest therein other than as contemplated by the Loan Documents.

SCS Finance II
Equipment Loan

                                       10
<PAGE>

      I. Maintenance and Repair. Borrower shall at all times keep and maintain
the Equipment in good order, repair and condition, ordinary wear and tear
excepted, and will promptly replace any part thereof that from time to time may
become obsolete, badly worn or in a state of disrepair and shall be necessary to
the operation of the Premises or, if supplies, be consumed in the normal course
of Borrower's or Lessee's business operations. Lender shall have a lien on and
security interest in all replacements and all replacements of Equipment shall be
free of any other lien, security interest or encumbrance of any nature,
including any purchase money lien or security interest except Permitted
Exceptions. Borrower shall not transfer or permit any transfer of any part of
the Equipment to be made or any interest therein to be created by way of a sale
(except as permitted below), by way of a grant of a security interest, or by way
of a levy or other judicial process. Borrower may sell or dispose of only that
part of the Equipment that Borrower will replace, and the proceeds from such
sale and disposition must be invested in replacement property of like kind and
of equal or greater value.

      J. Notices. Borrower shall promptly notify Lender of any levy, distraint
or other seizure by legal process or otherwise of any part of the Equipment and
of any threatened or filed claims or proceedings that might in any way affect or
impair any of the Equipment.

      K. Insurance. Borrower shall obtain and maintain (or cause Lessee to
obtain and maintain) in force insurance policies, naming Lender as sole loss
payee and as additional insured, covering losses or damage to the Equipment due
to fire (with extended coverage), theft, physical damage and such other risks as
Lender may from time to time reasonably require, which insurance shall insure
the Equipment for its full replacement cost. Lender is hereby irrevocably
appointed Borrower's attorney-in-fact to endorse any check or draft that may be
payable to Borrower, alone or jointly with other payees, so that Lender may
collect the proceeds payable for any loss under such insurance, which
appointment shall be deemed coupled with an interest. The proceeds of such
insurance, less any costs and expenses incurred or paid by Lender in the
collection thereof, shall be applied, at the option of Lender, either toward the
cost of repair or replacement of the items damaged or destroyed or on account of
any sums secured by this Agreement, whether or not then due or payable.

      L. Actions by Lender. (1) Borrower agrees that Lender may, at its option,
and without any obligation to do so, pay, perform, and discharge any and all
amounts, costs, expenses and liabilities that are the responsibility of Borrower
under the Loan Documents if Borrower fails to timely pay, perform or discharge
the same, and all amounts expended by Lender in so doing or in respect of or in
connection with the Equipment shall become part of the obligations secured by
the Loan Documents and shall be immediately due and payable by Borrower to
Lender upon demand therefor and shall bear interest at the Default Rate.

      (2) Borrower agrees that the Loan Documents shall remain in full effect,
without waiver or surrender of any of Lender's rights thereunder,
notwithstanding the occurrence of any one or more of the following: (a)
extension of the time of payment of the whole or any part of any Equipment Note;
(b) any change in the terms and conditions of one or more Equipment Notes; (c)
substitution of any other evidence of indebtedness for one or more Equipment
Notes; (d) acceptance by Lender of any collateral or security of any kind for
the payment of one or more Equipment Notes; (e) surrender, release, exchange or
alteration of any Equipment, collateral or other security, either in whole or in
part; or (f) release, settlement, discharge, compromise, change or amendment, in
whole or in part, of any claim of Lender against Borrower or of any claim of
Lender against any guarantor or other party secondarily or additionally liable
for the payment of an Equipment Note.

      M. Lost Note. Borrower shall, if an Equipment Note is mutilated,
destroyed, lost or stolen (a "Lost Note"), promptly deliver to Lender, upon
receipt from Lender of an affidavit and indemnity in a form reasonably
acceptable to Lender and Borrower stipulating that such Equipment Note has been
mutilated, destroyed, lost or stolen, in substitution therefor, a new promissory
note containing the same terms and conditions as the Lost Note with a notation
thereon of the unpaid principal and accrued and unpaid interest. Borrower shall
provide fifteen (15) days' prior notice to Lender before making any payments to
third parties in connection with a Lost Note.

      N. Affiliate Transactions. Unless otherwise approved by Lender, all
transactions between Borrower and any of its Affiliates shall be on terms
substantially as advantageous to Borrower as those which could be obtained by
Borrower in a comparable arm's length transaction with a non-Affiliate of
Borrower.

SCS Finance II
Equipment Loan

                                       11
<PAGE>

      O. Nonconsolidation. (1) Borrower shall at all times maintain correct and
complete books and records of account separate from all other Persons. Where
necessary or appropriate, Borrower shall disclose the nature of the transaction
contemplated by the Loan Documents and Borrower's independent status to its
creditors. Borrower shall not own or lease any assets other than the Fee
Properties, Fee Equipment, the Equipment and related property or its rights
under the Master Lease and any insurance policies, nor engage in any business
other than owning and leasing the Fee Properties, Fee Equipment, Equipment and
related property, including financing the Fee Properties, Fee Equipment and
Equipment with Lender. Borrower shall not commingle its assets and its
liabilities with those of any other Person.

      (2) Borrower shall maintain its own checking account or accounts with
commercial banking institutions separate from other Persons.

      (3) To the extent that Borrower shares the same employees with other
Persons, the salaries of and the expenses related to providing benefits to such
employees, at all times shall be, fairly and nonarbitrarily allocated among such
Persons, with the result that each such Person shall bear its fair share of the
salary and benefit costs associated with all such common employees.

      (4) To the extent that Borrower jointly contracts with other Persons to do
business with vendors or service providers or to share overhead expenses, the
costs incurred in so doing at all times shall be, fairly and nonarbitrarily
allocated among such Persons, with the result that each such Person shall bear
its fair share of such costs. To the extent that Borrower contracts or does
business with vendors or service providers where the goods or services provided
are or shall be partially for the benefit of other Persons, the costs incurred
in so doing at all times shall be, fairly and nonarbitrarily allocated to or
among such Persons for whose benefit the goods or services are provided, with
the result that each such Person shall bear its fair share of such costs. All
transactions between Borrower and other Persons shall be only on an arm's-length
basis.

      (5) To the extent that Borrower or other Persons have offices in the same
location, there shall be a fair, appropriate and nonarbitrary allocation of
overhead among them, with the result that each such Person shall bear its fair
share of such expenses.

      (6) Borrower shall not incur any indebtedness, secured or unsecured,
direct or indirect, absolute or contingent (including guaranteeing any
obligation or assuming liability for the debts of any other Person and Borrower
will not hold itself out as being liable for the debts of any other Person),
other than the Equipment Loans, the Mortgage Loan, trade and operational debt
incurred in the ordinary course of business with trade creditors and in amounts
as are normal and reasonable under the circumstances. No indebtedness other than
the Loans may be secured (subordinate or pari passu) by the Premises or any
portion thereof.

      (7) Borrower shall not enter into any contract or agreement with any
Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any
constituent party of Borrower except upon terms and conditions that are
intrinsically fair and substantially similar to those that would be available on
an arms-length basis with third parties other than any such party.

      (8) Except as contemplated by the Loan Documents or the Mortgage Loan
Documents, Borrower shall not pledge, grant any security interest in,
hypothecate or otherwise encumber its assets for the benefit of any other
Persons.

      (9) Borrower shall issue separate financial statements prepared not less
frequently than annually and prepared according to GAAP.

      (10) Borrower shall maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character in light of its
contemplated business operations.

      (11) Borrower shall conduct its affairs strictly in accordance with its
organizational documents, including Borrower's corporate general partner's
organizational documents and shall observe all necessary,

SCS Finance II
Equipment Loan

                                       12
<PAGE>

appropriate and customary formalities. The books, records and accounts of
Borrower shall at all times be maintained in a manner permitting the assets and
liabilities of Borrower to be easily separated and readily ascertained from
those of any other Person and Borrower shall file its own tax returns if it is
required to file tax returns.

      (12) Borrower shall not hold itself out to the public or to any of its
individual creditors as being a unified entity with assets and liabilities in
common with any other Person. Borrower shall maintain and utilize separate
stationery, invoices and checks.

      (13) Borrower shall not make any loans or advances to any third party
(including any Affiliate of Borrower or constituent party of Borrower).

      (14) Borrower shall not, as to itself or as to other Persons, (a) commence
any case, proceeding or other action under any applicable law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to Borrower or other Persons or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to Borrower or its debts or other Persons or their
debts or (b) seek appointment of a receiver, trustee, custodian or other similar
official for Borrower or for all or any substantial part of its or other
Person's assets or make a general assignment for the benefit of Borrower's
creditors. Borrower shall not take any action in furtherance of, or indicating
its consents to, approval of or acquiescence in, any of the acts set forth
above. Borrower shall not be unable to, or admit in writing its inability to,
pay its debts.

      P. Lease Modifications. Neither the Master Lease nor the Guaranty shall be
amended, modified, terminated, cancelled or surrendered.

      Q. Compliance Certificates. Within 60 days after the end of each fiscal
year of Borrower, Borrower shall deliver a compliance certificate to Lender in a
form to be provided by Lender in order to establish that Borrower is in
compliance in all material respects with all of its obligations, duties and
covenants under the Loan Documents.

      7. PROHIBITION ON CHANGE OF CONTROL, PLEDGE AND PROHIBITED TRANSACTION.
Without limiting the terms and conditions of Section 6.G and 6.I, Borrower
agrees that, from and after the Closing Date and until all of the Obligations
are satisfied in full, without the prior written consent of Lender: (1) no
Change of Control shall occur; and (2) no Prohibited Transaction (as defined
below) shall occur. In addition, no interest in any of the Borrower Parties, or
in any individual or person owning directly or indirectly any interest in any of
the Borrower Parties, shall be knowingly transferred, assigned or conveyed to
any individual or person whose property or interests are subject to being
blocked under any of the Terrorism Laws and/or who is in violation of any of the
Terrorism Laws. Lender's consent to a Change of Control and/or Prohibited
Transaction shall be subject to the satisfaction of such conditions as Lender
shall determine in its sole discretion, including, without limitation, (i) the
execution and delivery of such modifications to the terms of the Loan Documents
as Lender shall reasonably request, (ii) the proposed Change of Control and/or
Pledge having been approved by each of the rating agencies which have issued
ratings in connection with any Securitization of the Loans as well as any other
rating agency selected by Lender, and (iii) the proposed successor to Borrower
in any transaction resulting in a Change of Control having agreed to comply with
all of the terms and conditions of the Loan Documents (including any
modifications requested by Lender pursuant to clause (i) above). In addition,
any such consent shall be conditioned upon payment by Borrower to Lender of (x)
a fee equal to one percent (1%) of the then outstanding aggregate principal
balance of the Equipment Notes and (y) all out-of-pocket costs and expenses
incurred by Lender in connection with such consent, including, without
limitation, reasonable attorneys' fees. Lender shall not be required to
demonstrate any actual impairment of its security or any increased risk of
default hereunder in order to declare the Obligations immediately due and
payable upon a Change of Control or Prohibited Transaction in violation of this
Section. The provisions of this Section shall apply to every Change of Control
or Prohibited Transaction regardless of whether voluntary or not, or whether or
not Lender has consented to any previous Change of Control, Pledge or Prohibited
Transaction. For purposes of this Section 7, a "Prohibited Transaction" shall
mean any sale, conveyance, mortgage, grant, bargain, encumbrance, pledge,
assignment or other transfer of all or any of the Equipment or any part thereof,
other than

SCS Finance II
Equipment Loan

                                       13
<PAGE>

replacements as contemplated by Section 6.I. A sale, conveyance, mortgage,
grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning
of this Section shall be deemed to include, but not be limited to, (a) an
installment sale agreement wherein Borrower agrees to sell the Equipment or any
part thereof for a price to be paid in installments; and (b) an agreement by
Borrower, other than the Master Lease, leasing all or any part of the Equipment.

      8. TRANSACTION CHARACTERIZATION. It is the intent of the parties hereto
that this Agreement and the other Loan Documents are a contract to extend a
financial accommodation (as such term is used in the Code) for the benefit of
Borrower and that the Loan Documents evidence one unitary, unseverable
transaction pertaining to the Equipment. It is the intent of the parties hereto
that the business relationship created by the Loan Documents is solely that of
creditor and debtor and has been entered into by both parties in reliance upon
the economic and legal bargains contained in the Loan Documents. None of the
agreements contained in the Loan Documents is intended, nor shall the same be
deemed or construed, to create a partnership (either de jure or de facto)
between Borrower and Lender, to make them joint venturers, to make Borrower an
agent, legal representative, partner, subsidiary or employee of Lender, nor to
make Lender in any way responsible for the debts, obligations or losses of
Borrower.

      9. DEFAULT AND REMEDIES. A. Each of the following shall be deemed an event
of default by Borrower (each, an "Event of Default"):

      (1) If any representation or warranty of any of the Borrower Parties set
forth in any of the Loan Documents is false in any material respect or if any of
the Borrower Parties renders any statement or account which is false in any
material respect.

      (2) If any principal, interest or other monetary sum due under any
Equipment Note or any other Loan Document is not paid within five days after the
date when due; provided, however, notwithstanding the occurrence of such an
Event of Default, Lender shall not be entitled to exercise its rights and
remedies set forth below unless and until Lender shall have given Borrower
notice thereof and a period of five days from the delivery of such notice shall
have elapsed without such Event of Default being cured.

      (3) If Borrower fails to observe or perform any of the other covenants,
conditions, or obligations of this Agreement; provided, however, if any such
failure does not involve the payment of any monetary sum, is not willful or
intentional, does not place any rights or interest in collateral of Lender in
immediate jeopardy, and is within the reasonable power of Borrower to cure
within the period provided below after receipt of notice thereof, then such
failure shall not constitute an Event of Default hereunder, unless otherwise
expressly provided herein, unless and until Lender shall have given Borrower
notice thereof and a period of 30 days shall have elapsed, during which period
Borrower may correct or cure such failure, upon failure of which correction or
cure an Event of Default shall be deemed to have occurred hereunder without
further notice or demand of any kind being required. If such failure cannot
reasonably be cured within such 30-day period, and Borrower is diligently
pursuing a cure of such failure, then Borrower shall have a reasonable period to
cure such failure beyond such 30-day period, which shall not exceed 90 days
after receiving notice of the failure from Lender. If Borrower shall fail to
correct or cure such failure within such 90-day period, an Event of Default
shall be deemed to have occurred hereunder without further notice or demand of
any kind being required.

      (4) If any of the Borrower Parties becomes insolvent within the meaning of
the Code, files or notifies Lender that it intends to file a petition under the
Code, initiates a proceeding under any similar law or statute relating to
bankruptcy, insolvency, reorganization, winding up or adjustment of debts
(collectively, an "Action"), becomes the subject of either a petition under the
Code or an Action (and if such petition or Action is involuntary, such petition
or Action is not dismissed within 60 consecutive days), or is not generally
paying its debts as the same become due.

      (5) If an "Event of Default" has occurred and is continuing under any
other Loan Document, any Mortgage Loan Document, the Master Lease, any Related
Lease, any Affiliated Borrower Loan Document or there is a breach of default,
after the passage of all applicable notice and cure or grace periods, under any
of the Other Agreements.

      (6) If a final, nonappealable judgment is rendered by a court against any
of the Borrower Parties which (i) has a Material Adverse Effect, or (ii) is in
an amount greater than $350,000.00 as to Borrower, or

SCS Finance II
Equipment Loan

                                       14
<PAGE>

$700,000.00 as to any guarantor and not covered by insurance, and, in either
case, is not discharged or provision made for such discharge within 60 days from
the date of entry of such judgment.

      (7) If the Guaranty shall cease to be in full force and effect or shall be
declared to be null, void, invalid or unenforceable by the party signing or
issuing it.

      B.  Upon the occurrence and during the continuance of an Event of Default,
subject to the limitations set forth in Section 9.A, Lender shall have all
rights and remedies of a secured party in, to and against the Equipment granted
by the UCC and otherwise available at law or in equity, including, without
limitation: (1) the right to declare any or all payments due under the Equipment
Notes, the other Loan Documents, the Other Agreements and all other documents
evidencing the Obligations immediately due and payable without any presentment,
demand, protest or notice of any kind, except as otherwise expressly provided
herein, and Borrower hereby waives notice of intent to accelerate the
Obligations and notice of acceleration; (2) the right to recover all reasonable
fees and expenses (including reasonable attorneys' fees) in connection with the
collection or enforcement of the Obligations, which fees and expenses shall
constitute additional Obligations of Borrower hereunder; (3) the right to act
as, and Borrower hereby constitutes and appoints Lender, Borrower's true, lawful
and irrevocable attorney-in-fact (which appointment shall be deemed coupled with
an interest) to demand, receive and enforce payments and to give receipts,
releases, satisfaction for and to sue for moneys payable to Borrower under or
with respect to any of the Equipment, and actions taken pursuant to this
appointment may be taken either in the name of Borrower or in the name of Lender
with the same force and effect as if this appointment had not been made; (4) the
right to take immediate and exclusive possession of the Equipment, or any part
thereof, and for that purpose, with or without judicial process and notice to
the Borrower, enter (if this can be done without breach of the peace) upon any
premises on which the Equipment or any part thereof may be situated and remove
the same therefrom (provided that if the Equipment is affixed to real estate,
such removal shall be subject to the conditions stated in the UCC); (5) the
right to hold, maintain, preserve and prepare the Equipment for sale, until
disposed of; (6) the right to render the Equipment unusable and dispose of the
Equipment; (7) the right to require Borrower to assemble and package the
Equipment and make it available to Lender for its possession at a place to be
designated by Lender which is reasonably convenient to Lender; (8) the right to
sell, lease, hold or otherwise dispose of all or any part of the Equipment; and
(9) the right to sue for specific performance of any Obligations or to recover
damages for breach thereof.

      Lender shall be entitled to receive on demand, as additional Obligations
hereunder, interest accruing at the Default Rate on all amounts not paid when
due under the Equipment Notes or this Agreement until the date of actual
payment. Lender shall have no duty to mitigate any loss to Borrower occasioned
by enforcement of any remedy hereunder and shall have no duty of any kind to any
subordinated creditor of Borrower. Neither the acceptance of this Agreement nor
its enforcement shall prejudice or in any manner affect Lender's right to
realize upon or enforce any other security now or hereafter held by Lender, it
being agreed that Lender shall be entitled to enforce this Agreement and any
other security now or hereafter held by Lender in such order and manner as it
may in its absolute discretion determine. No remedy herein conferred upon or
reserved to Lender is intended to be exclusive of any other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every
power or remedy given by any of the Loan Documents to Lender, or to which Lender
may be otherwise entitled, may be exercised, concurrently or independently, from
time to time and as often as may be deemed expedient by Lender.

      10. APPLICATION OF PROCEEDS; POSSESSION. Should Lender exercise the rights
and remedies specified in Section 9 hereof, any proceeds received thereby shall
be first applied to pay the costs and expenses, including reasonable attorneys'
fees, incurred by Lender as a result of the Event of Default. The remainder of
any proceeds, net of Lender's costs and expenses, shall be applied to the
satisfaction of the Obligations and any excess paid over to Borrower. Until an
Event of Default shall occur, Borrower may retain possession of the Equipment
and may use it in any lawful manner not inconsistent with this Agreement, with
the provisions of any policies of insurance thereon or the other Loan Documents.

      11. INDEMNITY. A. Borrower shall, at its sole cost and expense, protect,
defend, indemnify, release and hold harmless each of the Indemnified Parties
for, from and against any and all claims, suits, liabilities (including, without
limitation, strict liabilities), actions, proceedings, obligations, debts,
damages, losses, costs,

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                                       15
<PAGE>

expenses, diminutions in value, fines, penalties, charges, fees, expenses,
judgments, awards, amounts paid in settlement and damages of whatever kind or
nature (including, without limitation, reasonable attorneys' fees, court costs
and other costs of defense) (collectively, "Losses") (excluding Losses suffered
by an Indemnified Party directly arising out of such Indemnified Party's gross
negligence or willful misconduct; provided, however, that the term "gross
negligence" shall not include gross negligence imputed as a matter of law to any
of the Indemnified Parties solely by reason of Borrower's interest in the
Equipment or Borrower's failure to act in respect of matters which are or were
the obligation of Borrower under the Loan Documents), engineers' fees,
governmental inspection fees, and costs of investigation imposed upon or
incurred by or asserted against any Indemnified Parties, and directly or
indirectly arising out of or in any way relating to any one or more of the
following: (a) any administrative processes or proceedings or judicial
proceedings in any way connected with any matter addressed in this Agreement;
(b) any past, present or threatened injury to, or destruction of, the Equipment,
including but not limited to costs to investigate and assess such injury or
destruction; (c) any personal injury, wrongful death, or property damage arising
under any statutory or common law or tort law theory, including but not limited
to damages assessed for the maintenance of a private or public nuisance or for
the conducting of an abnormally dangerous activity on or near the Equipment; or
(d) any misrepresentation or inaccuracy in any representation or warranty or
material breach or failure to perform any covenants or other obligations
pursuant to this Agreement. The term "Indemnified Parties" means Lender and any
person or entity who is or has been involved in the origination of the Equipment
Loans, any person or entity who is or has been involved in the servicing of the
Equipment Loans, persons and entities who may hold or acquire or has held a full
or partial interest in the Equipment Loans (including, but not limited to,
investors or prospective investors in any Securitization, Participation or
Transfer, as well as custodians, trustees and other fiduciaries who hold or have
held a full or partial interest in the Equipment Loans for the benefit of third
parties), as well as the respective directors, officers, shareholders, partners,
members, employees, lenders, agents, servants, representatives, contractors,
subcontractors, affiliates, subsidiaries, participants, and successors and
assigns of any and all of the foregoing (including, but not limited to, any
other person or entity who holds or acquires or will have held a participation
or other full or partial interest in an Equipment Loan or the Equipment, whether
during the term of such Equipment Loan or as a part of or following a
foreclosure of the Equipment Loan and including, but not limited to, any
successors by merger, consolidation or acquisition of all or a substantial
portion of Lender's assets and business).

      B. If an Indemnified Party desires to be indemnified by Borrower with
respect to any Loss pursuant to this Section 11, that Indemnified Party shall
notify Borrower promptly upon receiving notice of or otherwise learning of the
Loss for which indemnification will be sought. The failure or delay of an
Indemnified Party to provide notice required by the foregoing sentence shall not
release Borrower from its obligations under this Section 11; provided, however,
that if an Indemnified Party fails to provide or delays providing such notice to
Borrower and such failure or delay shall prejudice in a material adverse manner
the ability of Borrower to defend against the claim, cause of action or other
proceeding that may result in the Losses for which the Indemnified Party is
seeking indemnity, Borrower shall not have any obligation to indemnify the
Indemnified Party for such Losses to the extent the delay causes Borrower to be
unable to effectively provide a defense of such claims relating to the Losses.
If an Indemnified Party notifies Borrower of any claim of proceeding included
in, or any investigation or allegation concerning Losses for which Borrower is
responsible pursuant to this Section 11, Borrower shall assume on behalf of the
Indemnified Party and conduct with due diligence and in good faith the
investigation and defense thereof and the response thereto with counsel selected
by Borrower and approved by the Indemnified Party, in its sole discretion.
However, if any such claim, proceeding investigation or allegation involves both
Borrower and the Indemnified Party and the Indemnified Party shall have
reasonably concluded that there are legal defenses available to it which are
inconsistent with those available to Borrower and that as a result the counsel
selected to prosecute such defense would have an ethical conflict of interest in
its representation of the Indemnified Party, then the Indemnified Party shall
have the right to select separate counsel to participate in the investigation
and defense of and response to such claim, proceeding, investigation or
allegation on its own behalf, and Borrower shall pay or reimburse the
Indemnified Party for all attorney's fees incurred by the Indemnified Party
because of the selection of such separate counsel. If Borrower fails to assume
the defense of the Indemnified Party promptly following notification from the
Indemnified Party (and in any event fifteen days after Borrower is notified of
the applicable claim, proceeding, investigation or allegation), or at any time
an Indemnified Party determines in its reasonable discretion that immediate
action is necessary to preserve the rights of the Indemnified Party, then the
Indemnified Party may take actions as reasonably necessary to contest or defend
the claim, proceeding, investigation or allegation at Borrower's expense using
counsel selected by the Indemnified Party; provided, that if the Indemnified
Party takes such

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                                       16
<PAGE>

immediate action, Borrower may thereafter assume control of any remaining
aspects of the defense of such claim, cause of action or proceeding,
investigation or allegation as otherwise provided herein. Moreover, if such
failure by Borrower continues for thirty days or more after Borrower is notified
of any such claim, proceeding, investigation or allegation then the Indemnified
Party may elect not to contest or continue contesting such claim, proceeding,
investigation or allegation and instead, in accordance with the advice of
counsel, settle (or pay in full) any or all claims against the Indemnified Party
related thereto without Borrower's consent and without releasing Borrower from
any obligations to the Indemnified Party under this Section 11. Except as
expressly set forth in the preceding sentence, no Indemnified Party or Borrower
shall settle, compromise, permit a default judgment to be entered or agree to
the entry of a judgment in or in connection with any claim, cause of action,
proceeding, investigation or allegation which could result in Losses without the
prior written consent of Borrower and Indemnified Party.

      12. SUBSTITUTION. Borrower shall have the right to substitute the
Equipment securing the Equipment Notes at up to twenty percent (20%) of the
Premises with Substitute Equipment located at one or more Substitute Premises,
subject to the fulfillment of the following conditions:

            (i)   The proposed Substitute Equipment must:

                  (1) be suitable for use in connection with a Permitted
            Concept, and in good condition and repair, ordinary wear and tear
            excepted;

                  (2) be owned by and vested in Borrower, free and clear of all
            liens and encumbrances; and

                  (3) have a replacement cost no less than the replacement cost
            of the Equipment to be replaced at the subject Premises on the
            replacement date, as determined by an appraisal conducted in a
            manner agreed to by Borrower and Lender.

            (ii)  Lender shall have inspected and approved the Substitute
            Equipment. Borrower shall have reimbursed Lender for all of its
            costs and expenses incurred with respect to such proposed
            substitution, including, without limitation, Lender's reasonable
            third-party and/or in-house inspectors' costs and expenses with
            respect to the proposed Substitute Equipment, UCC search and
            litigation search charges, filing and recording charges and
            expenses, documentary stamps tax and the attorneys' fees and
            expenses of counsel to Borrower and Lender.

           (iii)  Borrower shall have provided Lender with evidence reasonably
      satisfactory to Lender that the proposed Substitute Equipment is owned by
      Borrower free and clear of all liens and encumbrances, except Permitted
      Exceptions, which evidence shall include, without limitation, certified
      UCC financing statement searches;

           (iv)   Borrower shall deliver, or cause to be delivered, such legal
      opinions as Lender may reasonably require with respect to the proposed
      substitution, all in a form and substance which would be satisfactory to a
      prudent institutional mortgage loan lender and its counsel. If the
      Equipment Loan relating to the Equipment to be replaced is part of a
      Securitization, such opinions shall include, without limitation, an
      opinion of counsel to the rating agencies which have issued ratings in
      connection with such Securitization that the substitution does not
      constitute a "significant modification" of such Equipment Loan under
      Section 1001 of the Internal Revenue Code or otherwise cause a tax to be
      imposed on a "prohibited transaction" by any REMIC Trust;

            (v)   no Event of Default shall have occurred and be continuing
      under any of the Loan Documents which will not be cured by such
      substitution;

            (vi)  Borrower and Lessee shall have executed such documents as are
      comparable to the security documents executed and delivered at Closing, as
      applicable (but with such revisions as may be reasonably required by
      Lender to address matters unique to the Substitute Equipment) or
      amendments to

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                                       17
<PAGE>

      such documents, including, without limitation, an amendment to this
      Agreement, an amendment to the Master Lease and UCC-1 Financing Statements
      (the "Substitute Documents"), to provide Lender with a first priority lien
      on and security interest in the proposed Substitute Equipment, subject
      only to the Permitted Exceptions for the Substitute Equipment, and all
      other rights, remedies and benefits with respect to the proposed
      Substitute Equipment which Lender holds in the Equipment to be replaced,
      all of which documents shall be in form and substance reasonably
      satisfactory to Lender;

            (vii)   Borrower shall have provided Lender with evidence reasonably
      satisfactory to Lender that the Substitute Documents have been duly
      authorized, executed and delivered on behalf of the Borrower Parties;

            (viii)  the representations and warranties set forth in the
      Substitute Documents and Section 5 of this Agreement applicable to the
      proposed Substitute Premises and Substitute Equipment shall be true and
      correct in all material respects as of the date of substitution, and
      Borrower shall have delivered to Lender an officer's certificate to that
      effect; and

            (ix)    Borrower shall have delivered to Lender certificates of
      insurance showing that all insurance required by the Substitute Documents
      is in full force and effect.

      Upon satisfaction of the foregoing conditions with respect to the release
      of the Equipment to be replaced:

            (a)     the proposed Substitute Equipment shall be deemed
substituted for the replaced Equipment;

            (b)     the Equipment Loan Amount for the Substitute Equipment shall
      be the same as for the replaced Equipment;

            (c)     the Substitute Equipment shall be included within the
      definition of "Equipment" as used in this Agreement and shall secure the
      same Obligations as were secured by the replaced Equipment;

            (d)     the Substitute Documents shall be dated as of the date of
      the substitution; and

            (e)     Lender will amend or release, or cause to be amended or
      released, the lien of this Agreement, the UCC-1 Financing Statements and
      any other Loan Documents or Mortgage Loan Documents encumbering the
      replaced Equipment to release the replaced Equipment from the lien of the
      Loan Documents.

      13.   MISCELLANEOUS PROVISIONS.

      A.    Notices. All notices, consents, approvals or other instruments
required or permitted to be given by either party pursuant to this Agreement or
the other Loan Documents shall be in writing and given by (i) hand delivery,
(ii) facsimile, (iii) express overnight delivery service or (iv) certified or
registered mail, return receipt requested, and shall be deemed to have been
delivered upon (a) receipt, if hand delivered, (b) transmission, if delivered by
facsimile, with receipt confirmed, (c) the next Business Day, if delivered by
express overnight delivery service, or (d) the third Business Day following the
day of deposit of such notice with the United States Postal Service, if sent by
certified or registered mail, return receipt requested. Notices shall be
provided to the parties and addresses (or facsimile numbers, as applicable)
specified below:

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<PAGE>

      If to Borrower:                   SCS Finance II, L.P.
                                        c/o SCS Finance, Inc.
                                        7616 LBJ Freeway, Suite 300
                                        Dallas, Texas 75251-1100
                                        Attention:           General Counsel
                                        Telephone:           (972) 367-4000
                                        Telecopy:            (972) 367-3724

                       with copies to:

                                        SCS Finance, Inc.
                                        c/o Alon USA LP
                                        7616 LBJ Freeway, Suite 300
                                        Dallas, Texas 75251-1100
                                        Attn:  Chief Financial Officer
                                        Telephone:  (972) 367-4000
                                        Telecopy:  (972) 367-3726

      If to Lender:                     GE Capital Franchise Finance Corporation
                                        17207 North Perimeter Drive
                                        Scottsdale, AZ  85255
                                        Attention:           General Counsel
                                        Telephone:           (480) 585-4500
                                        Telecopy:            (480) 585-2226

or to such other address or telephone number of which notice is properly given
in accordance with this provision.

      B. Brokerage Commission. Lender and Borrower represent and warrant to each
other that they have dealt with no broker, agent, finder or other intermediary
in connection with the transactions contemplated by this Agreement or the other
Loan Documents. Lender and Borrower shall indemnify and hold each other harmless
from and against any costs, claims or expenses, including attorneys' fees,
arising out of the breach of their respective representations and warranties
contained within this Section.

      C. Waiver and Amendment; Document Review. (1) No provisions of this
Agreement or the other Loan Documents shall be deemed waived or amended except
by a written instrument unambiguously setting forth the matter waived or amended
and signed by the party against which enforcement of such waiver or amendment is
sought. Waiver of any matter shall not be deemed a waiver of the same or any
other matter on any future occasion.

      (2) In the event Borrower makes any request upon Lender requiring Lender
or Lender's attorneys to review and/or prepare (or cause to be reviewed and/or
prepared) any documents or other submissions in connection with or arising out
of this Agreement or any of the other Loan Documents, then Borrower shall (x)
reimburse Lender promptly upon Lender's demand for all out-of-pocket costs and
expenses incurred by Lender in connection with such review and/or preparation,
including, without limitation, reasonable attorneys' fees, and (y) pay Lender a
reasonable processing and review fee.

      D. Captions. Captions are used throughout this Agreement and the other
Loan Documents for convenience of reference only and shall not be considered in
any manner in the construction or interpretation hereof.

      E. Lender's Liability. Notwithstanding anything to the contrary provided
in this Agreement or the other Loan Documents, it is specifically understood and
agreed, such agreement being a primary consideration for the execution of this
Agreement and the other Loan Documents by Lender, that (1) there shall be
absolutely no personal liability on the part of any shareholder, director,
officer or employee of Lender, with respect to any of the terms, covenants and
conditions of this Agreement or the other Loan Documents, (2) Borrower waives
all claims, demands and causes of action against Lender's officers, directors,
employees and agents in the event of any breach by Lender of any of the terms,
covenants and conditions of this Agreement or the other Loan Documents to be
performed by Lender and

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                                       19
<PAGE>

(3) Borrower shall look solely to the assets of Lender for the satisfaction of
each and every remedy of Borrower in the event of any breach by Lender of any of
the terms, covenants and conditions of this Agreement or the other Loan
Documents to be performed by Lender, such exculpation of liability to be
absolute and without any exception whatsoever.

      F. Severability. The provisions of this Agreement and the other Loan
Documents shall be deemed severable. If any part of this Agreement or the other
Loan Documents shall be held invalid, illegal or unenforceable, the remainder
shall remain in full force and effect, and such invalid, illegal or
unenforceable provision shall be reformed by such court so as to give maximum
legal effect to the intention of the parties as expressed therein.

      G. Construction Generally. This Agreement and the other Loan Documents
have been entered into by parties who are experienced in sophisticated and
complex matters similar to the transaction contemplated by this Agreement and
the other Loan Documents and is entered into by both parties in reliance upon
the economic and legal bargains contained therein and shall be interpreted and
construed in a fair and impartial manner without regard to such factors as the
party which prepared the instrument, the relative bargaining powers of the
parties or the domicile of any party. Borrower and Lender were each represented
by legal counsel competent in advising them of their obligations and liabilities
hereunder.

      H. Further Assurances. Borrower will, at its sole cost and expense, do,
execute, acknowledge and deliver or cause to be done, executed, acknowledged and
delivered all such further acts, documents, conveyances, notes, assignments,
security agreements, financing statements and assurances as Lender shall from
time to time reasonably require to carry into effect the purposes of this
Agreement and the other Loan Documents, to perfect any lien or security interest
granted in any of the Loan Documents and for the better assuring and confirming
of all of Lender's rights, powers and remedies under the Loan Documents.

      I. Attorneys' Fees. In the event of any judicial or other adversarial
proceeding between the parties concerning this Agreement or the other Loan
Documents, the prevailing party shall be entitled to recover its reasonable
attorneys' fees and other costs in addition to any other relief to which it may
be entitled.

      J. Entire Agreement. This Agreement and the other Loan Documents, together
with any other certificates, instruments or agreements to be delivered in
connection therewith, constitute the entire agreement between the parties with
respect to the subject matter hereof, and there are no other representations,
warranties or agreements, written or oral, between Borrower and Lender with
respect to the subject matter of this Agreement and other Loan Documents.
Notwithstanding anything in this Agreement and the other Loan Documents to the
contrary, upon the execution and delivery of this Agreement by Borrower and
Lender, any bid proposals or loan commitments with respect to the transactions
contemplated by this Agreement shall be deemed null and void and of no further
force and effect and the terms and conditions of this Agreement shall control
notwithstanding that such terms and conditions may be inconsistent with or vary
from those set forth in such bid proposals or loan commitments.

      K. Forum Selection; Jurisdiction; Venue; Choice of Law. Borrower
acknowledges that this Agreement and the other Loan Documents were substantially
negotiated in the State of Arizona, this Agreement and the other Loan Documents
were executed by Lender in the State of Arizona and delivered by Borrower in the
State of Arizona, all payments under the Equipment Notes will be delivered in
the State of Arizona and there are substantial contacts between the parties and
the transactions contemplated herein and the State of Arizona. For purposes of
any action or proceeding arising out of this Agreement or any of the other Loan
Documents, the parties hereto hereby expressly submit to the jurisdiction of all
federal and state courts located in the State of Arizona and Borrower consents
that it may be served with any process or paper by registered mail or by
personal service within or without the State of Arizona in accordance with
applicable law. Furthermore, Borrower waives and agrees not to assert in any
such action, suit or proceeding that it is not personally subject to the
jurisdiction of such courts, that the action, suit or proceeding is brought in
an inconvenient forum or that venue of the action, suit or proceeding is
improper. It is the intent of the parties hereto that all provisions of this
Agreement and the Equipment Notes shall be governed by and construed under the
laws of the State of Arizona, without giving effect to its principles of
conflicts of law. To the extent that a court of competent jurisdiction finds
Arizona law inapplicable with respect to any provisions of this Agreement or the
Equipment Note, then, as to those provisions only, the laws of the state(s)
where the Equipment is located shall be deemed to apply. Nothing in this

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                                       20
<PAGE>

Section shall limit or restrict the right of Lender to commence any proceeding
in the federal or state courts located in the state(s) in which the Equipment is
located to the extent Lender deems such proceeding necessary or advisable to
exercise remedies available under this Agreement or the other Loan Documents.

      L. Counterparts. This Agreement and the other Loan Documents may be
executed in one or more counterparts, each of which shall be deemed an original.

      M. Assignment by Lender; Binding Effect. Lender may assign in whole or in
part its rights under this Agreement. Upon any unconditional assignment of
Lender's entire right and interest hereunder in connection with any such
Transfer, Participation and/or Securitization, Lender shall automatically be
relieved, from and after the date of such assignment, of liability for the
performance of any obligation of Lender contained herein (other than the
obligation Lender may have under Section 11.B). This Agreement and the other
Loan Documents shall be binding upon and inure to the benefit of Borrower and
Lender and their respective successors and permitted assigns, including, without
limitation, any United States trustee, any debtor in possession or any trustee
appointed from a private panel.

      N. Survival. Except for the conditions of Closing set forth in Section 3,
which shall be satisfied or waived as of the Closing Date, all representations,
warranties, agreements, obligations and indemnities of Borrower and Lender set
forth in this Agreement and the other Loan Documents shall survive the Closing.

      O. Waiver of Jury Trial and Punitive, Consequential, Special and Indirect
Damages. BORROWER AND Lender HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL
ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY
EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO
ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER
LOAN DOCUMENTS OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THIS
WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS
BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE,
BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
RIGHT EITHER MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT
DAMAGES FROM THE OTHER AND ANY OF THE OTHER'S AFFILIATES, OFFICERS, DIRECTORS OR
EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES
PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER
PARTY AGAINST THE OTHER OR ANY OF THE OTHER'S AFFILIATES, OFFICERS, DIRECTORS OR
EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR ANY
DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY BORROWER AND
LENDER OF ANY RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND
INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL
ASPECT OF THEIR BARGAIN.

      P. Estoppel Certificate. At any time, and from time to time, Borrower
agrees, promptly and in no event later than fifteen (15) days after a request
from Lender, to execute, acknowledge and deliver to Lender a certificate in the
form supplied by Lender, certifying as to such information reasonably requested
by Lender in connection with this Agreement and the other Loan Documents. If
Borrower shall fail or refuse to sign a certificate in accordance with the
provisions of this Section within fifteen (15) days following a request by
Lender, Borrower irrevocably constitutes and appoints Lender as its
attorney-in-fact to execute and deliver the certificate to any such third party,
it being stipulated that such power of attorney is coupled with an interest and
is irrevocable and binding.

      Q. Transfers, Participations and Securitizations. (1) A material
inducement to Lender's willingness to complete the transactions contemplated by
the Loan Documents is Borrower's agreement that Lender may, at any time,
complete a Transfer, Participation or Securitization with respect to any
Equipment Note, this Agreement and/or any of the other Loan Documents or any or
all servicing rights with respect thereto.

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                                       21
<PAGE>

      (2) Borrower agrees to cooperate in good faith with Lender in connection
with any such Transfer, Participation and/or Securitization of any Equipment
Note, this Agreement and/or any of the other Loan Documents, or any or all
servicing rights with respect thereto, including, without limitation (i)
providing such documents, financial and other data, and other information and
materials (the "Disclosures") which would typically be required with respect to
the Borrower Parties or the Lessee Parties by a purchaser, transferee, assignee,
servicer, participant, investor or rating agency involved with respect to such
Transfer, Participation and/or Securitization, as applicable; provided, however,
the Borrower Parties and the Lessee Parties shall not be required to make
Disclosures of any confidential information or any information which has not
previously been made public unless required by applicable federal or state
securities laws; and (ii) amending the terms of the transactions evidenced by
the Loan Documents to the extent necessary so as to satisfy the requirements of
purchasers, transferees, assignees, servicers, participants, investors or
selected rating agencies involved in any such Transfer, Participation or
Securitization, so long as such amendments would not have a material adverse
effect upon the Borrower Parties, the Lessee Parties or the transactions
contemplated hereunder, result in any increase in the interest payable by
Borrower with respect to any Loans or any change in the maturity, amortization
schedule, prepayment rights or premium or collateral with respect to any Loans
or the covenants of Borrower under the Loan Documents or any document thereto or
result in any requirement that Borrower or Lessee make any payment in addition
to those previously agreed to be made by Borrower or Lessee pursuant to the Loan
Documents. Lender shall be responsible for preparing at its expense any
documents evidencing the amendments referred to in the preceding subitem (ii).

      (3) Borrower consents to Lender providing the Disclosures, as well as any
other information which Lender may now have or hereafter acquire with respect to
the Equipment or the financial condition of the Borrower Parties or the Lessee
Parties to each purchaser, transferee, assignee, servicer, participant, investor
or rating agency involved with respect to each Transfer, Participation and/or
Securitization, as applicable. Lender and Borrower (and their respective
Affiliates) shall each pay their own attorneys fees and other out-of-pocket
expenses incurred in connection with the performance of their respective
obligations under this Section. However, to the extent that Borrower's (and its
Affiliates) attorneys' fees and other out-of-pocket expenses incurred in
connection with the performance of their obligations hereunder are in excess of
$10,000 in the aggregate, Lender will reimburse Borrower and its Affiliates for
all such excess fees and expenses.

      (4) Notwithstanding anything to the contrary contained in this Agreement
or the other Loan Documents: (a) an Event of Default or a breach or default,
after the passage of all applicable notice and cure or grace periods, under any
Loan Document, any Affiliated Borrower Loan Document, any Mortgage Loan
Document, the Master Lease, any Related Lease or any Other Agreement which
relates to a loan or sale/leaseback transaction which has not been the subject
of a Securitization, Participation or Transfer shall not constitute an Event of
Default or a breach or default, as applicable, under any Loan Document, any
Affiliated Borrower Loan Document, any Mortgage Loan Document, the Master Lease,
any Related Lease or any Other Agreement which relates to a loan which has been
the subject of a Securitization, Participation or Transfer; (b) an Event of
Default or a breach or default, after the passage of all applicable notice and
cure or grace periods, under any Loan Document, any Affiliated Borrower Loan
Document, any Mortgage Loan Document, the Master Lease, any Related Lease or any
Other Agreement which relates to a loan which is included in any Loan Pool shall
not constitute an Event of Default or a breach or default, as applicable, under
any Loan Document, any Affiliated Borrower Loan Document, any Mortgage Loan
Document, the Master Lease, any Related Lease or any Other Agreement which
relates to a loan which is included in any other Loan Pool; (c) the Loan
Documents, Affiliated Borrower Loan Documents, Mortgage Loan Documents, and any
Other Agreements corresponding to the loans in any Loan Pool shall not secure
the obligations of any of the Borrower Parties and/or any Affiliated Borrower
contained in any Loan Document, any Affiliated Borrower Loan Document, any
Mortgage Loan Document or any Other Agreement which does not correspond to a
loan in such Loan Pool; and (d) the Loan Documents, Affiliated Borrower Loan
Documents, Mortgage Loan Documents and any Other Agreements which do not
correspond to a loan in any Loan Pool shall not secure the obligations of any of
the Borrower Parties and/or any Affiliated Borrower contained in any Loan
Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document or
any Other Agreement which does correspond to a loan in such Loan Pool.

      (5) In the event that at least one, but not all, of the Equipment Loans
are included in a Loan Pool, Borrower, at the request of Lender, shall execute
(i) a separate Equipment Loan and Security Agreement with respect to those
Equipment Loans included in such Loan Pool, which Equipment Loan and Security
Agreement shall be in substantially the same form and substance as this
Agreement but shall only apply with respect to those

SCS Finance II
Equipment Loan

                                       22
<PAGE>

Premises corresponding to such Loans (the "Other Loan Agreement"), and (ii) an
amendment to this Agreement that shall modify the term "Premises" to delete
those Premises corresponding to the Other Loan Agreement from this Agreement.
Lender shall prepare, at Lender's expense, the documents contemplated by the
preceding sentence. If Borrower shall fail to execute and deliver any of the
documents contemplated by this subsection (5) within ten (10) days after
Lender's request, Lender shall be and is hereby irrevocably appointed the agent
and attorney-in-fact of Borrower to execute and deliver such documents, which
appointment is coupled with an interest and is irrevocable and binding.

      R.    Confidentiality. (a) Confidential Information may be disclosed to
the Permitted Recipients, orally or in writing, by inspection or by permissive
observation, or in any other way, but no disclosure will allow the Permitted
Recipients to further disclose the Confidential Information or to use it except
as permitted by this Agreement. Confidential Information does not include:

            (i)   information which was in the public domain, publicly available
      and publicly known at the time of disclosure, including, without
      limitation, reports filed by Lessee with the United States Securities and
      Exchange Commission,

            (ii)  information which subsequently becomes public knowledge as a
      result of a disclosure by Borrower or Lessee, or in any way not involving
      any breach of this Agreement by Borrower, as of the date of its becoming
      public, or

            (iii) information which Lender obtains from sources other than
      Borrower, Lessee or their Affiliates in any manner not involving any
      breach of this Section by Lender.

      (b)   Borrower grants to the Permitted Recipients the nonexclusive right
to review and use the Confidential Information in order to understand the
operations of Borrower, Lessee and their Affiliates in connection with the
transactions contemplated by the Loan Documents. Except as otherwise provided
herein or contemplated by subsection (c) below:

            (i)   the Confidential Information may not be used for any other
      purpose or by any Person which is not a Permitted Recipient;

            (ii)  Lender will not release or disseminate the Confidential
      Information, or any part of it, to any Person which is not a Permitted
      Recipient without specific prior written consent from Borrower; and

            (iii) Lender agrees that in the event it is requested by a judicial,
      administrative or governmental body or an agency thereof to disclose any
      of the Confidential Information, it will promptly, insofar as it is
      practicable to do so, notify Borrower so that Borrower may seek a
      protective order or other appropriate remedy.

      Lender will in good faith treat the Confidential Information with at least
the same care that Lender uses in the protection of its own undisclosed and
proprietary information. Lender will advise its Permitted Recipients of the
confidential and proprietary nature of the Confidential Information and use
reasonable efforts to protect the secrecy of such Confidential Information in
accordance with the terms of this Agreement.

      Except as otherwise provided in this Section 12.5, upon the repayment of
the Loan, in full, Lender will immediately cease all use of the Confidential
Information.

      (c)   Notwithstanding the foregoing, nothing in this Section 12.5 shall
limit or prevent:

            (i)   Any Permitted Recipient from utilizing Confidential
      Information delivered by Borrower or Lessee for the purposes expressly
      contemplated by this Section 12.5;

SCS Finance II
Equipment Loan

                                       23
<PAGE>

            (ii)   Lender and its Permitted Recipients from disclosing,
      distributing and/or making Confidential Information available to any
      Permitted Recipient as necessary in connection with any Transfer,
      Participation and/or Securitization provided that Lender advises such
      Permitted Recipients of the confidential nature of such Confidential
      Information;

            (iii)  Any Permitted Recipient from utilizing Confidential
      Information in connection with the exercise of Borrower's rights and
      remedies under the Loan Document;

            (iv)   Any Permitted Recipient from disclosing Confidential
      Information as required by court order or subpoena or as otherwise
      required by any Governmental Authority under applicable law.

                            [SIGNATURE PAGE FOLLOWS]

SCS Finance II
Equipment Loan

                                       24
<PAGE>

      IN WITNESS WHEREOF, Borrower and Lender have entered into this Agreement
as of the Closing Date.

                              Lender:

                              GE CAPITAL FRANCHISE FINANCE
                              CORPORATION, a Delaware corporation

                              By /s/ STEPHEN Y. SCHWANZ
                                 ---------------------------------------
                                          Stephen Y. Schwanz
                                          Senior Vice President

                              BORROWER:

                              SCS FINANCE II, L.P., a Delaware
                              limited partnership

                              By: SCS Finance GP LLC, a Delaware limited
                                  liability company, its general partner

                                  By: SCS Finance, Inc., its managing member

                                               By /s/ JEFFREY D. MORRIS
                                                  ------------------------------
                                                         Jeffrey D. Morris
                                                         President

                              U.S. Federal Tax Identification Number: 71-0902288

                              Organization Identification Number:  3564734

SCS Finance II
Equipment Loan

<PAGE>

                                POWER OF ATTORNEY

      Lender may act as attorney-in-fact or otherwise on behalf of Borrower
pursuant to Sections 4, 6.K, 9.B(3) and 13.P of this Agreement. This power of
attorney is coupled with an interest, is durable and is not affected by
subsequent disability or incapacity of the principal or lapse of time.


/s/ K.P.                /s/ S.Y.S.               /s/ J.D.M.
----------------        ------------------       -------------------
Witness                 Lender                   Borrower

                                     WITNESS

      In accordance with the requirements of Arizona Revised Statutes Section
14-5506 and other applicable law, the undersigned has executed this Agreement
for the purpose of witnessing the grant of the powers of attorney by Borrower to
Lender.


                                                  /s/ (ILLEGIBLE)
                                                  ------------------------------

SCS Finance II
Equipment Loan

<PAGE>

STATE OF ARIZONA     )
                     ) SS.
COUNTY OF MARICOPA   )

      The foregoing instrument was acknowledged before me on September 27, 2002
by Stephen Y. Schwanz, Senior Vice President of GE Capital Franchise Finance
Corporation, a Delaware corporation, on behalf of the corporation.


                                        /s/ DEBBIE L. SUMAN
                                        ----------------------------------------
                                        Notary Public

                                        [SEAL]

My Commission Expires:


5-5-06
-------------------------------

STATE OF ARIZONA     )
                     ) SS.
COUNTY OF MARICOPA   )

      The foregoing instrument was acknowledged before me on September 27, 2002
by Jeffrey D. Morris, President of SCS Finance, Inc., a Delaware corporation,
Managing Member, on behalf of SCS Finance GP LLC, a Delaware limited liability
company, the General Partner on behalf of SCS Finance II, L.P., a Delaware
limited partnership, on behalf of the partnership.


                                        /s/ DEBBIE L. SUMAN
                                        ---------------------------
                                        Notary Public

My Commission Expires:


5-5-06                                  [SEAL]
-------------------------------
SCS Finance II
Equipment Loan