<PAGE>

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



                      AMENDED AND RESTATED CREDIT AGREEMENT


                           Dated as of August 23, 2001


                                      among


                        THE PREMCOR REFINING GROUP INC.,
                                  as Borrower,

                         DEUTSCHE BANC ALEX. BROWN INC.,
                                as Lead Arranger

                             BANKERS TRUST COMPANY,
                  as Administrative Agent and Collateral Agent,

                           TD SECURITIES (USA), INC.,
                              as Syndication Agent,

                              FLEET NATIONAL BANK,
                             as Documentation Agent,

                                       and

            THE OTHER FINANCIAL INSTITUTIONS PARTY TO THIS AGREEMENT


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



<PAGE>



<TABLE>
<CAPTION>
<S>               <C>                                                                                           <C>
Article I.        DEFINITIONS....................................................................................1

         1.01     Certain Defined Terms..........................................................................1

         1.02     Accounting Principles.........................................................................32

Article II.       LOANS.........................................................................................33

         2.01     Commitments...................................................................................33

         2.02     Borrowing of Loans............................................................................33

         2.03     Settlement of Bank Advances and Repayments....................................................35

         2.04     Periodic Settlement of Agent and Bank Advances and Repayments.................................35

         2.05     Defaulting Banks..............................................................................37

         2.06     Mandatory Payment; Reduction of Commitments...................................................38

         2.07     Maintenance of Loan Account; Statements of Account............................................39

         2.08     Payment Procedures............................................................................39

         2.09     Cash Management System........................................................................40

         2.10     Application of Payments.......................................................................40

Article III.      LETTERS OF CREDIT.............................................................................40

         3.01     Issuance of Letters of Credit.................................................................40

         3.02     Terms of Letters of Credit; Existing Letters of Credit........................................41

         3.03     Banks' Participation..........................................................................42

         3.04     Notice of Issuance............................................................................42

         3.05     Payment of Amounts Drawn Under Letters of Credit..............................................43

         3.06     Payment by Banks..............................................................................44

         3.07     Nature of Issuing Bank's Duties...............................................................44

         3.08     Obligations Absolute..........................................................................45

         3.09     Uniform Customs and Practice and Uniform Commercial Code......................................45

Article IV.       INTEREST, FEES AND EXPENSES, ETC..............................................................46

         4.01     Interest on Prime Rate Loans..................................................................46

         4.02     Interest on Eurodollar Rate Loans.............................................................46

         4.03     Interest After Event of Default...............................................................46

         4.04     Reimbursement of Expenses.....................................................................47

         4.05     Commitment Fees and Certain Other Fees........................................................47

         4.06     Letter of Credit Fees.........................................................................48

         4.07     Special Provisions Relating to Eurodollar Rate Loans..........................................49

         4.08     Indemnification in Certain Events.............................................................52

                                       i
<PAGE>

         4.09     Net Payments..................................................................................53

         4.10     Affected Banks................................................................................56

         4.11     Sharing of Payments...........................................................................56

         4.12     Calculations..................................................................................57

Article V.        CONDITIONS PRECEDENT..........................................................................57

         5.01     Conditions of Effectiveness...................................................................57

         5.02     Addition of Banks.............................................................................60

         5.03     Reallocation of Pro Rata Shares...............................................................60

         5.04     Outstanding Loans and L/C Obligations.........................................................60

         5.05     Conditions to All Loans.......................................................................61

         5.06     Conditions to All Letters of Credit...........................................................62

Article VI.       REPRESENTATIONS AND WARRANTIES................................................................63

         6.01     Corporate Existence and Power.................................................................63

         6.02     Corporate Authorization; No Contravention.....................................................63

         6.03     Governmental Authorization....................................................................64

         6.04     Binding Effect................................................................................64

         6.05     Litigation....................................................................................64

         6.06     No Default....................................................................................64

         6.07     ERISA Compliance..............................................................................64

         6.08     Use of Proceeds; Margin Regulations...........................................................65

         6.09     Title to Properties...........................................................................65

         6.10     Taxes.........................................................................................65

         6.11     Financial Condition...........................................................................65

         6.12     Environmental Matters.........................................................................66

         6.13     Collateral Documents..........................................................................67

         6.14     Regulated Entities............................................................................68

         6.15     No Burdensome Restrictions....................................................................68

         6.16     Copyrights, Patents, Trademarks and Licenses, etc.............................................68

         6.17     Subsidiaries..................................................................................68

         6.18     Insurance.....................................................................................68

         6.19     Solvency......................................................................................69

         6.20     Full Disclosure...............................................................................69

         6.21     Maintenance of Accounts.......................................................................69


                                       ii
<PAGE>

         6.22     Receivables...................................................................................69

         6.23     Inventory.....................................................................................69

         6.24     Holdings Note Indenture, 9 1/2% Note Indenture, 1997 Floating and Fixed Rate Note
                  Indentures, 1998 Fixed Rate Note Indenture and 1998 Floating Rate Credit Agreement............69

         6.25     Material Adverse Effect.......................................................................70

Article VII.      AFFIRMATIVE COVENANTS.........................................................................70

         7.01     Financial Statements..........................................................................70

         7.02     Certificates; Other Information...............................................................71

         7.03     Notices.......................................................................................73

         7.04     Preservation of Corporate Existence, Etc......................................................74

         7.05     Maintenance of Property.......................................................................74

         7.06     Insurance.....................................................................................75

         7.07     Payment of Obligations........................................................................75

         7.08     Compliance with Laws..........................................................................75

         7.09     Inspection of Property and Books and Records..................................................76

         7.10     Environmental Laws............................................................................76

         7.11     Use of Proceeds...............................................................................77

         7.12     Further Assurances............................................................................77

         7.13     Account Customers.............................................................................77

         7.14     Accounts......................................................................................78

         7.15     Transfer of Funds into the Collection Bank Account and Concentration Account..................78

Article VIII.     NEGATIVE COVENANTS............................................................................79

         8.01     Limitation on Liens...........................................................................79

         8.02     Disposition of Assets.........................................................................81

         8.03     Consolidations and Mergers....................................................................82

         8.04     Loans and Investments.........................................................................82

         8.05     Limitation on Indebtedness....................................................................84

         8.06     Transactions with Affiliates..................................................................85

         8.07     Use of Proceeds...............................................................................85

         8.08     Contingent Obligations........................................................................85

         8.09     Joint Ventures and Pipeline Subsidiary........................................................86


                                       iii
<PAGE>

         8.10     Lease Obligations.............................................................................86

         8.11     Restricted Payments...........................................................................87

         8.12     Change in Business............................................................................87

         8.13     Accounting Changes............................................................................88

         8.14     ERISA.........................................................................................88

         8.15     Collection Banks and Concentration Banks; Cash, Cash Equivalents and Qualifying
                  Investments...................................................................................88

         8.16     Financial Covenants...........................................................................89

         8.17     Speculative Trading...........................................................................89

         8.18     Amendments of Certain Documents...............................................................89

Article IX.       EVENTS OF DEFAULT.............................................................................89

         9.01     Event of Default..............................................................................89

         9.02     Remedies......................................................................................92

         9.03     Rights Not Exclusive..........................................................................93

Article X.        THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT.............................................93

         10.01    Appointment of Agent..........................................................................93

         10.02    Nature of Duties of Administrative Agent......................................................94

         10.03    Lack of Reliance on Agent-Related Persons.....................................................94

         10.04    Certain Rights of the Administrative Agent....................................................95

         10.05    Reliance by Administrative Agent..............................................................95

         10.06    Indemnification of Agent-Related Persons......................................................95

         10.07    Administrative Agent in Individual Capacity...................................................95

         10.08    Holders of Notes..............................................................................96

         10.09    Successor Administrative Agent................................................................96

         10.10    Collateral Matters............................................................................97

         10.11    Actions with Respect to Default...............................................................98

         10.12    Delivery of Information.......................................................................98

         10.13    Liability of Agent-Related Persons............................................................99

         10.14    Agents Other Than Administrative Agent........................................................99

Article XI.       MISCELLANEOUS.................................................................................99

         11.01    Amendments and Waivers........................................................................99

         11.02    Notices......................................................................................101

         11.03    No Waiver: Cumulative Remedies...............................................................101



                                       iv
<PAGE>

         11.04    Indemnity....................................................................................102

         11.05    Marshaling; Payments Set Aside...............................................................103

         11.06    Successors and Assigns.......................................................................103

         11.07    Assignments, Participations, etc.............................................................103

         11.08    Confidentiality..............................................................................105

         11.09    Set-off......................................................................................106

         11.10    Notification of Addresses, Lending Offices, Etc..............................................106

         11.11    Counterparts.................................................................................106

         11.12    Severability.................................................................................106

         11.13    No Third Parties Benefitted..................................................................106

         11.14    Governing Law and Jurisdiction...............................................................106

         11.15    Waiver of Jury Trial.........................................................................107

         11.16    Entire Agreement.............................................................................107
</TABLE>


                                       v
<PAGE>


SCHEDULES
Schedule 1.01(a)     Commitments
Schedule 1.01(b)     Eligible Carriers
Schedule 1.01(c)     Reserved
Schedule 1.01(d)     Major Oil Companies
Schedule 1.01(e)     Pricing Grid
Schedule 1.01(f)     Money Market Mutual Funds
Schedule 3.02        Existing Letters of Credit
Schedule 5.01(j)     Material Contracts
Schedule 5.02        Additional Banks
Schedule 6.05        Litigation
Schedule 6.11        Permitted Liabilities
Schedule 6.12        Environmental Matters
Schedule 6.17        Subsidiaries and Minority Interests
Schedule 6.18        Insurance Matters
Schedule 6.25        Material Adverse Effect
Schedule 7.06        Insurance Policies
Schedule 8.01        Permitted Liens
Schedule 8.01(m)     Counterparties Not Subject to Pledge Requirement
Schedule 8.02        Asset Sales
Schedule 8.05        Permitted Indebtedness
Schedule 8.08        Contingent Obligations

EXHIBITS
Exhibit A            Form of Notice of Borrowing
Exhibit A-1          Form of Incumbency Certificate for Borrowings
Exhibit A-2          Form of L/C Request
Exhibit B            Form of Notice of Conversion/Continuation
Exhibit C            Form of Compliance Certificate
Exhibit D            Form of Borrowing Base Certificate
Exhibit E            Form of Perfection Certificate
Exhibit F            Form of Legal Opinion of the Company's Counsel
Exhibit G            Form of Legal Opinion of Administrative Agent's Counsel
Exhibit H            Form of Assignment and Acceptance
Exhibit I            Form of Note
Exhibit J-1          Form of Security Agreement
Exhibit J-2          Form of Trademark Security Agreement
Exhibit K            Form of Concentration Bank Agreement
Exhibit L            Form of Collection Bank Agreement
Exhibit M            Form of Custodian Account Agreement
Exhibit N-1          Form of Collateral Account Agreement
Exhibit N-2          Form of Commodities Account Agreement
Exhibit O            Form of Tax Sharing Agreement


                                       vi
<PAGE>


                                CREDIT AGREEMENT


                  This AMENDED AND RESTATED CREDIT AGREEMENT (the "Agreement")
is entered into as of August 23, 2001 by and among The Premcor Refining Group
Inc., a Delaware corporation (the "Company"), the several financial institutions
from time to time party to this Agreement (collectively, the "Banks" and
individually, a "Bank"), Deutsche Banc Alex. Brown Inc., a Delaware corporation,
as Lead Arranger ("DB"), Bankers Trust Company, a New York banking corporation
("BT"), as the administrative agent and collateral agent for the Banks (in such
capacities, together with its successors and assigns, the "Administrative Agent"
and the "Collateral Agent", respectively), as an Issuing Bank, TD Securities
(USA), Inc., a Delaware corporation ("TDSI"), as the syndication agent for the
Banks (in such capacity, the "Syndication Agent"), The Toronto Dominion Bank, a
Canadian chartered bank ("TD"), as an Issuing Bank and Fleet National Bank, a
national banking association ("Fleet"), as an Issuing Bank, and as documentation
agent (in such capacity, the "Documentation Agent").

                  WHEREAS, certain of the parties to this Agreement are party to
the Amended and Restated Credit Agreement, dated as of November 19, 1999 and as
further amended or modified (the "Existing Credit Agreement"), which provides
for aggregate Commitments (as therein defined) of $625,000,000; and

                  WHEREAS, the Company desires to amend and restate the Existing
Credit Agreement as provided herein, upon the terms and conditions set forth
herein.

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


                                   ARTICLE I.

                                   DEFINITIONS

                  1.01 Certain Defined Terms. The following terms have the
following meanings:

                  "Acceptable Issuer" means a United States domestic bank or
United States branch of a foreign bank, in each case rated "A-" or higher by S&P
and "A3" or higher by Moody's.

                  "Account" means, any "account", as such term is defined in
Section 9-102(a)(2) of the UCC, now owned or hereafter acquired by the Company
and, in any event, shall include, without limitation, all accounts receivable,
book debts and all other rights to receive the payment of money or other
consideration now owned or hereafter received or acquired by or owing to the
Company and arising in connection with services rendered or goods sold, leased
or delivered whether or not earned by performance and whether or not evidenced
by or set forth in or arising out of any present or future chattel paper, note,
draft, lease, acceptance, writing, bond, instrument, document or general
intangible, and all extensions and renewals thereof, and all rights in, to and
under all purchase orders or receipts now owned or hereafter acquired by the
Company and arising in connection with, services rendered or goods sold, leased
or delivered,


<PAGE>

and all of the Company's rights to any goods represented by any of the foregoing
(including, without limitation, rights of rescission, replevin, reclamation and
stoppage in transit and rights to returned, reclaimed or repossessed goods), and
all moneys due or to become due to the Company under all contracts for the sale
of goods or the performance of services or both (whether or not yet earned by
performance on the part of the Company or in connection with any other
transaction), now in existence or hereafter occurring, including, without
limitation, the right to receive the proceeds of any of the foregoing, and all
collateral security and guarantees of any kind given by any Person with respect
to any of the foregoing.

                  "Account Debtor" means any Person who is or who may become
obligated to the Company under, with respect to, or on account of, an Account.

                  "Adjusted Eurodollar Rate" means, with respect to each
Interest Period for any Eurodollar Rate Loan, the rate obtained by dividing (i)
the Eurodollar Rate for such Interest Period by (ii) a percentage equal to one
(1) minus the stated maximum rate (stated as a decimal) of all reserves, if any,
required to be maintained against "Eurocurrency Liabilities" as specified in
Regulation D of the FRB (or against any other category of liabilities which
includes deposits by reference to which the interest rate on Eurodollar Rate
Loans is determined or any category of extensions of credit or other assets
which includes loans by a non-United States office of any Bank to United States
residents).

                  "Administrative Agent" has the meaning specified in the
introductory clause of this Agreement.

                  "Administrative Agent's Payment Office" means the address for
payments set forth on the signature pages to this Agreement in relation to the
Administrative Agent, or such other address as the Administrative Agent may from
time to time specify.

                  "Affiliate" means, as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. A Person shall be deemed to control another Person if
the controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, by contract, or otherwise.

                  "Agent Advances" has the meaning specified in Section 2.02.

                  "Agent-Related Persons" means BT, Fleet and TD and any
successor Administrative Agent and Collateral Agent arising under Section 10.09
and any successor letter of credit issuing banks hereunder, in each case
together with their respective Affiliates (including, in the case of BT, in its
capacity as Collateral Agent, an Arranger, as the Concentration Bank, as a
Collection Bank and as the holder of the Collateral Account under the Collateral
Account Agreement), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

                  "Agents" means the Administrative Agent, the Syndication Agent
and the Documentation Agent, collectively.

                  "Agreement" means this Amended and Restated Credit Agreement.

                                       2
<PAGE>

                  "Applicable Margin" means with respect to any date of
determination, the interest rate per annum set forth on the Pricing Grid with
respect to determinations of the rate of interest accruing on Prime Rate Loans
or Eurodollar Rate Loans, in each case under the applicable calculation for such
date of determination.

                  "Assignment and Assumption Agreement" has the meaning
specified in Section 11.07(b).

                  "Backup LOI" has the meaning specified in the definition of
"Eligible LOI."

                  "Bank" has the meaning specified in the introductory clause to
this Agreement. References to the "Banks" shall include BT, Fleet and TD, in
their respective capacities as Issuing Banks.

                  "Bank Advances" has the meaning specified in Section 2.02.

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

                  "Bank Swap Parties" means any Bank or any Affiliate of any
Bank that has entered into a Swap Contract with the Company or a Subsidiary of
the Company.

                  "Borrowing" means a borrowing hereunder consisting of Loans of
the same Type made to the Company on the same day by the Tranche 2 Banks under
Article II, and, other than in the case of Prime Rate Loans, having the same
Interest Period.

                  "Borrowing Base" means, as of any date of determination, the
sum, without duplication, of the following amounts (in the case of items (a),
(b) and (g) as reflected on the books or records of the Administrative Agent on
such date of determination and in the case of items (c), (d), (e), (f) and (h)
as set forth in the latest Borrowing Base Certificate delivered pursuant to, and
subject to the provisions of, Section 7.02(e)):

                    (a)  100% of Eligible Cash and Eligible Cash Equivalents,
                         plus

                    (b)  95% of Eligible Investments, plus

                    (c)  90% of Major Oil Company Receivables, plus

                    (d)  85% of Eligible Receivables not included in clause (c)
                         above, plus

                    (e)  80% of Eligible Petroleum Inventory, plus

                    (f)  80% of Eligible Petroleum Inventory-Not-Received, plus

                    (g)  100% of Paid but Unexpired Standby Letters of Credit;
                         less

                    (h)  the greater of (i) the aggregate of all net obligations
                         of the Company, as of the date of determination of any
                         Borrowing Base, to any Bank Swap Party under any Swap
                         Contracts and (ii) zero ($0).

                                       3
<PAGE>

                  "Borrowing Base Certificate" has the meaning specified in
Section 7.02(e).

                  "Borrowing Date" means any date on which a Borrowing occurs
under Section 2.02 or under Section 3.05.

                  "British Petroleum" means, collectively, BP Exploration & Oil
Inc., an Ohio corporation, The Standard Oil Company, an Ohio corporation, BP Oil
Pipeline Company, a Delaware corporation, BP Amoco Corporation and BP Chemicals
Inc., an Ohio corporation, and their subsidiaries and successors.

                  "BT" has the meaning specified in the introductory clause to
this Agreement.

                  "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to close and, if the applicable Business Day relates to any Eurodollar
Rate Loan, means such a day on which dealings are carried on in the applicable
offshore dollar interbank market.

                  "Capital Expenditures" means, for any period, the sum of all
expenditures and other amounts capitalized for financial statement purposes in
accordance with GAAP (whether payable in cash or other property or accrued as a
liability), including the capitalized portion of Capitalized Leases, that
portion of Investments allocable to property, plant or equipment and "turnaround
expenditures" (as such term is customarily used in the refining industry).

                  "Capital Stock" of any Person means any and all shares,
interests, participations, or other equivalents (however designated) of capital
stock and any rights (other than debt securities convertible into capital
stock), warrants or options to acquire such capital stock.

                  "Capitalized Lease" means, as applied to any Person, any lease
of property by such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with GAAP.

                  "Capitalized Lease Obligations" means the capitalized amount
of all obligations under Capitalized Leases.

                  "Cash" means United States Dollars or a credit deposit in a
deposit account denominated in United States Dollars that is available for
withdrawal.

                  "Cash Collateralize" means to pledge and deposit with or
deliver to the Collateral Agent, for the benefit of the Banks, as additional
collateral for the L/C Obligations or Outstanding Eligible LOIs, as the case may
be, cash or deposit account balances pursuant to documentation in form and
substance satisfactory to the Administrative Agent (which documents are hereby
consented to by the Banks). Variations of such term shall have corresponding
meaning. The Company hereby grants to the Collateral Agent, for the benefit of
the Banks, a security interest in all such cash and deposit account balances.

                  "Cash Equivalents" means shares of the BT Institutional Cash
Management Fund, the BT Institutional Cash Reserve Fund and the BT Institutional
Treasury Money Fund and other similar funds as may be requested by the Company
and agreed to by the Administrative Agent.

                                       4
<PAGE>

                  "CERCLA" has the meaning specified in the definition of
"Environmental Laws."

                  "Change of Control" means any of (a) the failure of Holdings
(or, after a merger or consolidation in compliance with Section 8.03(d), Parent)
to own at all times (directly or indirectly) 100% of the outstanding Voting
Shares of the Company, (b) any Person or "group" (as such term is defined in
Section 13(d) of the Exchange Act), other than the Fund Affiliates or
Occidental, controls, directly or indirectly, whether by ownership of Voting
Shares, contract or otherwise, the power to direct the affairs of or control the
composition of at least a majority of the board of directors or other equivalent
body of Holdings (or, after a merger or consolidation in compliance with Section
8.03(d), Parent) or (c) the acquisition of the beneficial ownership, whether
directly or indirectly of more than 25% of the outstanding capital stock of
Holdings (or, after a merger or consolidation in compliance with Section
8.03(d), Parent) (including any stock so owned on the Effective Date) by any
Person or "group" (as such term is defined in Section 13(d) of the Exchange
Act), other than the Fund Affiliates or Occidental; provided, that, as long as
the Fund Affiliates maintain the power to direct the affairs or control the
board or other equivalent body of Holdings (or, after a merger or consolidation
in compliance with Section 8.03(d), Parent) (as described in clause (b) above),
a Change of Control shall not be deemed to occur under clause (c) above unless
and until a Person or "group" (as such term is defined in Section 13(d) of the
Exchange Act) other than the Fund Affiliates or Occidental, directly or
indirectly, acquires or holds more than 35% of the outstanding capital stock of
Holdings (or, after a merger or consolidation in compliance with Section
8.03(d), Parent) and provided, further, that the merger or consolidation of the
Company and Holdings in compliance with Section 8.03(d) shall not be deemed a
Change of Control.

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

                  "Collateral" means all property and interests in property and
proceeds thereof now owned or hereafter acquired by the Company and its
Restricted Subsidiaries in or upon which a Lien now or hereafter exists in favor
of the Collateral Agent for the benefit of the Banks and the Bank Swap Parties,
whether under this Agreement, under any Collateral Document, or under any other
documents executed by any such Person and delivered to the Administrative Agent,
the Collateral Agent or the Banks.

                  "Collateral Account" means those certain collateral accounts
maintained by the Collateral Agent with BT, the terms and conditions of which
are set forth in the Collateral Account Agreement.

                  "Collateral Account Agreement" means the Amended and Restated
Collateral Account Agreement entered into by the Company and the Collateral
Agent, on behalf of the Banks and the Bank Swap Parties, in substantially the
form of Exhibit N-1.

                  "Collateral Agent" has the meaning specified in the
introductory clause to this Agreement.

                  "Collateral Documents" means, collectively, (i) the Security
Agreement, the Trademark Security Agreement, the Collection Bank Agreement, the
Concentration Bank

                                       5
<PAGE>

Agreement, the Collateral Account Agreement, the Custodian Account Agreement,
and each of the Commodities Account Agreements and all other security
agreements, patent and trademark assignments, guarantees and other similar
agreements between the Company or any of its Subsidiaries and the Banks or the
Collateral Agent for the benefit of the Banks and the Bank Swap Parties now or
hereafter delivered to the Banks, the Collateral Agent or the Administrative
Agent pursuant to or in connection with the transactions contemplated hereby,
and all financing statements (or comparable documents now or hereafter filed in
accordance with the UCC or comparable law) against the Company or any of its
Subsidiaries as debtor in favor of the Collateral Agent for the benefit of the
Banks and the Bank Swap Parties as secured party, and (ii) any amendments,
supplements, modifications, renewals, replacements, consolidations,
substitutions and extensions of any of the foregoing.

                  "Collection Bank" means the "Collection Bank" as defined in
the Collection Bank Agreement.

                  "Collection Bank Agreement" means the Collection Account
Agreement among the Company, the Administrative Agent and the Collection Bank,
substantially in the form of Exhibit L.

                  "Collection Deposit Account" means each Collection Deposit
Account established pursuant to the Collection Bank Agreement.

                  "Commercial Letter of Credit" means any Letter of Credit
Issued by an Issuing Bank for the account of the Company under which the payment
for the purchase of Inventory by the Company is made in the ordinary course of
business through the presentation of applicable documentation, such as drafts,
bills of lading and/or other documents.

                  "Commitment" means, as to each Bank, the amount set forth
opposite such Bank's name on Schedule 1.01(a) as such amount may be increased or
reduced from time to time pursuant to the terms of this Agreement.

                  "Commitment Fee Rate" means, with respect to each day, the fee
rate per annum set forth on the Pricing Grid with respect to fees accruing on
the Commitments.

                  "Commodities Account Agreement" means an Assignment of
Commodities Account Security Agreement entered into by the Company and the
Administrative Agent, on behalf of the Banks and the Bank Swap Parties, in
substantially the form of Exhibit N-2.

                  "Company" has the meaning specified in the introductory clause
to this Agreement.

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

                  "Concentration Account" means the Concentration Collateral
Account established pursuant to the Concentration Bank Agreement.

                                       6
<PAGE>

                  "Concentration Bank" means the "Concentration Bank" as defined
in the Concentration Bank Agreement.

                  "Concentration Bank Agreement" means the Amended and Restated
Concentration Bank Agreement among the Company, the Concentration Bank and the
Collateral Agent on behalf of the Banks and the Bank Swap Parties, substantially
in the form of Exhibit K.

                  "Consolidated Debt" means, as of any date of determination,
without duplication the aggregate stated balance sheet amount of all
Indebtedness of the Company and its Restricted Subsidiaries on a consolidated
basis as determined in accordance with GAAP.

                  "Consolidated Debt to Capitalization Ratio" shall mean, at any
date of determination, the ratio of (x) Consolidated Debt on such date to (y)
Total Capitalization on such date.

                  "Contingent Obligation" means, as to any Person, any direct or
indirect liability of that Person, whether or not contingent, with or without
recourse, and without duplication, (a) with respect to any Indebtedness, lease,
dividend, letter of credit or other obligation (the "primary obligations") of
another Person (the "primary obligor"), including any obligation of that Person
(i) to purchase, repurchase or otherwise acquire such primary obligations or any
security therefor, (ii) to advance or provide funds for the payment or discharge
of any such primary obligation, or to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency or any
balance sheet item, level of income or financial condition of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation, or (iv)
otherwise to assure or hold harmless the holder of any such primary obligation
against loss in respect thereof (each, a "Guaranty Obligation"); (b) with
respect to any Surety Instrument issued for the account of that Person or as to
which that Person is otherwise liable for reimbursement of drawings or payments;
(c) to purchase any materials, supplies or other property from, or to obtain the
services of, another Person if the relevant contract or other related document
or obligation requires that payment for such materials, supplies or other
property, or for such services, shall be made regardless of whether delivery of
such materials, supplies or other property is ever made or tendered, or such
services are ever performed or tendered; (d) in respect of any Swap Contract; or
(e) in respect of any Outstanding Eligible LOI. The amount of any Contingent
Obligation shall, in the case of Guaranty Obligations, be deemed equal to the
stated or determinable amount of the primary obligation in respect of which,
such Guaranty Obligation is made or, if not stated or if indeterminable, the
maximum reasonably anticipated liability in respect thereof, and in the case of
other Contingent Obligations, shall be equal to the maximum reasonably
anticipated liability in respect thereof.

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

                                       7
<PAGE>

                  "Conversion/Continuation Date" means any date on which, under
Section 4.07, the Company (a) converts Loans of one Type to another Type, or (b)
continues as Loans of the same Type, but with a new Interest Period, Loans
having Interest Periods expiring on such date.

                  "Credit-Linked Note" means that certain Credit-Linked
Certificate of Deposit dated as of August 24, 2001 among Deutsche Bank AG - New
York Branch, Deutsche Bank AG - London Branch, BT and the investors set forth on
the signature pages thereto.

                  "Cumulative Cash Flow" means, for the period beginning on July
1, 2001 and ending on the applicable measurement date, (a)(i) EBITDA of the
Company and the Restricted Subsidiaries plus (ii) cumulative cash equity
contributions made by Holdings or Parent to the Company and the Restricted
Subsidiaries plus (iii) cumulative cash interest income of the Company and the
Restricted Subsidiaries plus (iv) borrowings, other than under this Agreement,
that are permitted under Section 8.05 plus (v) net cash proceeds to the Company
and the Restricted Subsidiaries from asset sales plus (vi) cash dividends paid
to the Company and the Restricted Subsidiaries by any of the Unrestricted
Subsidiaries plus (vii) $300,000,000 minus (b)(i) cash interest expense of the
Company and the Restricted Subsidiaries, (ii) cash dividends or distributions
paid by the Company and the Restricted Subsidiaries (other than to the Company
or another Restricted Subsidiary), (iii) cash taxes paid by the Company and the
Restricted Subsidiaries, (iv) Capital Expenditures made by the Company and the
Restricted Subsidiaries in cash, (v) cash payments by the Company and the
Restricted Subsidiaries of principal (including Capital Lease Obligations and
any reduction of outstanding Indebtedness as a result of refinancing the 9 1/2%
Notes, the 1997 Fixed Rate Notes, the 1998 Fixed Rate Notes or the 1998 Floating
Rate Loans but excluding Loans hereunder) on Indebtedness, (vi) Investments made
by the Company and the Restricted Subsidiaries not prohibited under Section 8.04
and (vii) cash charges taken by the Company and the Restricted Subsidiaries with
respect to extraordinary items for which accrual was made by the Company and the
Restricted Subsidiary, in each case on a cumulative basis during such period and
determined on a consolidated basis.

                  "Current Assets" of a Person means, as of any date of
determination, the aggregate amount of all assets of such Person that are
classified as current assets in accordance with GAAP.

                  "Current Liabilities" of a Person means, as of any date of
determination, the aggregate amount of all liabilities of such Person that are
classified as current liabilities in accordance with GAAP (including, without
limitation, tax and other proper accruals) and the current portion of any
Indebtedness and, with respect to the Company, the aggregate outstanding
principal amount of the Loans.

                  "Custodian Account Agreement" means the Custodian Account
Agreement entered into by Bankers Trust Company and the Collateral Agent, in
substantially the form of Exhibit M.

                  "DB" has the meaning specified in the introductory clause to
this Agreement.

                                       8
<PAGE>

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

                  "Depositor" has the meaning set forth in the Credit-Linked
Note.

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

                  "EBITDA" means, for any period, an amount equal to (a) Net
Income (other than extraordinary items (in accordance with GAAP)) plus (b) gross
accrued interest expense (other than capitalized interest) during such period,
plus (c) an amount equal to the Company's income tax expense, plus (d) charges
for depreciation and amortization during such period, plus (e) the amount of
expense, if any, from non-cash inventory write-down-to-market, minus (f) the
amount of income, if any, from non-cash inventory write-up- to-market, plus or
minus, as the case may be (g) any other non-cash charges and expenses which have
been subtracted or added, as the case may be, in calculating Net Income of such
Person for such period, all as determined in accordance with GAAP.

                  "Effective Amount" means (i) with respect to any Loans on any
date, the aggregate outstanding principal amount thereof after giving effect to
any Borrowings and prepayments or repayments of Loans occurring on such date;
(ii) with respect to any outstanding L/C Obligations on any date, the amount of
such L/C Obligations on such date after giving effect to any Issuances of
Letters of Credit occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including as a result of any
reimbursements of outstanding unpaid drawings under any Letters of Credit or any
reductions in the maximum amount available for drawing under Letters of Credit
taking effect on such date; and (iii) with respect to any Outstanding Eligible
LOI, the dollar value of the Petroleum Product in respect of which such
Outstanding Eligible LOI has been issued.

                  "Effective Date" means August 23, 2001.

                  "Eligible Carrier" means any of the carriers and pipeline
companies listed in Schedule 1.01(b) to this Agreement as revised by the Company
from time to time with the consent of the Administrative Agent, using reasonable
business judgment.

                  "Eligible Cash" means any and all Cash deposited with the
Collateral Agent or one of its Affiliates and in each case under the control of
the Collateral Agent, and which is subject to a valid, first priority perfected
lien and security interest in favor of the Collateral Agent on behalf of the
Banks and the Bank Swap Parties.

                  "Eligible Cash Equivalents" means any and all Cash Equivalents
held by the Collateral Agent in the Collateral Account and which are subject to
a valid, first priority perfected lien and security interest in favor of the
Collateral Agent on behalf of the Banks and the Bank Swap Parties.

                  "Eligible Investments" means any and all Qualifying
Investments of the Company which are subject to a valid, first priority
perfected lien and security interest in favor of the

                                       9
<PAGE>

Collateral Agent on behalf of the Banks and the Bank Swap Parties and which are
valued at market.

                  "Eligible LOI" means any LOI for which all of the following
criteria have been met: (i) the Company shall have made a request in writing to
a Bank to issue such LOI; (ii) such written request shall state (x) the dollar
value of the Petroleum Product in respect of which such LOI is to be issued, (y)
that there is no Event of Default under this Agreement and (z) the format of
such LOI; (iii) such written request shall have attached a letter of indemnity
or a copy thereof if the original is unavailable (the "Backup LOI") (in form and
substance satisfactory to such Bank) from the supplier of the Petroleum Product
addressed to the Company pursuant to which the supplier of the Petroleum Product
warrants good title is held by the Company; provided, however, if the Company is
the original supplier of the relevant Petroleum Product, this clause (iii) shall
not apply; (iv) the Administrative Agent shall have received a copy of such
written request, including a copy of the Backup LOI (if applicable), and shall
have confirmed availability under this Agreement; (v) such LOI shall include a
provision stating that such LOI will be canceled upon the receipt by the
beneficiary thereof of certain specified documents, including, without
limitation, title documents; (vi) such Bank shall have determined, in its sole
and absolute discretion, to issue such LOI; and (vii) such LOI shall be issued
pursuant to documentation negotiated between the Company and such Bank.

                  "Eligible Petroleum Inventory" means Petroleum Inventory that:

                  (a) (i) is subject to a valid, first priority perfected lien
and security interest in favor of the Collateral Agent on behalf of the Banks
and the Bank Swap Parties; provided that such requirement shall not apply to
Petroleum Inventory which is in transit on the high seas and not supported by a
Commercial Letter of Credit, the inclusion of which Inventory in the Borrowing
Base shall be limited as provided in the last proviso of this definition of
Eligible Petroleum Inventory or (ii) has been delivered to an Eligible Carrier
subject to a valid, first priority perfected lien and security interest in favor
of the Collateral Agent on behalf of the Banks and the Bank Swap Parties with
UCC financing statements (or any other applicable form) perfecting or continuing
the perfection in the security interest of the Collateral Agent on behalf of the
Banks and the Bank Swap Parties in such Petroleum Inventory having been duly
filed in each state and, where required, each county through which such
Petroleum Inventory is to be carried and the place of delivery and either (x) no
document of title is issued with respect to such Petroleum Inventory by such
Eligible Carrier, or (y) if a document of title is issued with respect to such
Petroleum Inventory by such Eligible Carrier, the original of such document of
title is delivered to the Collateral Agent or its designated bailee or agent;
provided that Eligible Petroleum Inventory shall not include any amount in
excess of $300,000,000 which is attributable to Inventory described in the
immediately preceding clause (ii) of this paragraph (a),

                  (b) is in good saleable condition, is not deteriorating in
quality and is not obsolete, and is of a quality which (in the locations where
sold by the Company) is marketable at prevailing market prices for such products
and meets all applicable governmental regulations and standards at the place of
intended sale,

                  (c) is owned by the Company or its Restricted Subsidiaries
(provided all documentation necessary to provide the Collateral Agent with a
first priority, perfected Lien

                                       10
<PAGE>

thereon shall be in full force and effect) or, in the case of Inventory
described in clause (ii) of paragraph (a) above, the Company has the absolute
and unconditional right to obtain such Inventory or Inventory equivalent to such
Inventory from an Eligible Carrier, in each case, free and clear of any and all
Liens, security interests and encumbrances whatsoever, other than those in favor
of the Collateral Agent on behalf of the Banks and the Bank Swap Parties created
pursuant to the Collateral Documents and other than the Permitted Liens
described in Sections 8.01(c) and 8.01(d) and Permitted Liens described in
Section 8.01(p) arising in the ordinary course of business which are not
delinquent or remain payable without penalty or which are being contested in
good faith and by appropriate proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the property subject thereto,

                  (d) is located at a location owned or leased by the Company,
the Pipeline Subsidiary or The Premcor Pipeline Company and set forth in the
Perfection Certificates or has been delivered to an Eligible Carrier under an
arrangement described in clause (ii) of paragraph (a) above; provided that the
value of Eligible Petroleum Inventory shall be reduced by the amount of unpaid
storage and throughput obligations for Petroleum Inventory located at a location
leased by the Company unless the Administrative Agent has received a waiver from
the landlord of such property with respect to any Liens (including, without
limitation, statutory liens) which the landlord may have on the Petroleum
Inventory located thereon (it being agreed that no such waiver shall be required
during the first ninety (90) days after the Effective Date or, with respect to
any lease entered into after the Effective Date, within ninety (90) days after
entering into such lease),

                  (e) is not commingled with Inventory of any Person other than
the Company and/or its Restricted Subsidiaries or has been delivered to an
Eligible Carrier under an arrangement described in clause (ii) of paragraph (a)
above, and

                  (f) is otherwise satisfactory to the Administrative Agent,
using reasonable business judgment;

provided that Eligible Petroleum Inventory shall not include any amount which is
attributable to Petroleum Inventory in transit on the high seas unless such
Petroleum Inventory (i) is supported by a Commercial Letter of Credit Issued
under this Agreement or (ii) is supported by a Standby Letter of Credit issued
under this Agreement and, with respect to this clause (ii), does not at any time
exceed $20,000,000 in the aggregate.

                  "Eligible Petroleum Inventory-Not-Received" means, at any date
of determination, the aggregate market price of Petroleum Inventory contracted
for purchase by the Company, if

                  (a) such Petroleum Inventory is subject to no Liens other than
those granted pursuant to the Collateral Documents,

                  (b) such Petroleum Inventory has not, as of such date of
determination, been delivered into an Eligible Carrier,

                  (c) such Petroleum Inventory has not been included for the
Company as Eligible Petroleum Inventory in the then effective Borrowing Base
Certificate but will be eligible

                                       11
<PAGE>

for inclusion in the Company's Borrowing Base upon delivery of such Petroleum
Inventory to the Company,

                  (d) such Petroleum Inventory is in good saleable condition, is
not deteriorating in quality and is not obsolete, and is of a quality which (in
the locations where sold by the Company) is marketable at prevailing market
prices for such products and meets all applicable governmental regulations and
standards at the place of intended sale, and

                  (e) the Company's obligations to pay the purchase price of
such Inventory is supported by (A) a Commercial Letter of Credit Issued under
this Agreement which Commercial Letter of Credit requires the original bill of
lading (or other original "document of title" (as defined in the UCC)) relating
to such Petroleum Inventory to be delivered to the applicable Issuing Bank or
its designee in connection with a drawing under such Commercial Letter of
Credit, or (B) a Standby Letter of Credit Issued under this Agreement which
Standby Letter of Credit provides that the beneficiary thereunder is not
permitted to make any drawing thereunder until the beneficiary has delivered a
certificate to the Issuing Bank certifying that delivery of such Petroleum
Inventory has been made by the beneficiary (to be paid for by such drawing) to
the Company and payment therefor is past due and owing, and (i) such Petroleum
Inventory, in the case of subclause (B) of this clause (e), is to be delivered
to the Company not more than thirty (30) days from the date such Petroleum
Inventory was shipped to the Company by the seller thereof and, if delivered to
a carrier, such carrier is an Eligible Carrier and (ii) for purposes of
inclusion of such Petroleum Inventory in the Borrowing Base, such Petroleum
Inventory shall be valued at an amount not to exceed the maximum drawing amount
of such Letter of Credit supporting the purchase price thereof.

                  "Eligible Receivables" means, at any given time, the aggregate
amount of all Accounts (including Accounts from Account Debtors located in
Canada which are acceptable to the Administrative Agent, in its sole
discretion), carried on the books of the Company in accordance with GAAP arising
from the sale or exchange of Inventory in the ordinary course of business with
any Person (other than any Affiliate of the Company), and which Accounts also
meet all of the following requirements:

                  (a) are invoiced upon delivery of such Inventory (or if such
delivery is made pursuant to a contract between the Company and the Account
Debtor, the invoice is issued not later than 40 days after such delivery) and
which Accounts are originally due within thirty (30) days of the original
invoice date thereof (or with respect to Account Debtors which are railroad
companies or purchasers of asphalt within forty-five (45) days of the original
invoice date thereof) and are not more than thirty (30) days past due;

                  (b) constitute the valid, binding and legally enforceable
obligation of the Account Debtor and are not subordinate to any other claim
against such Account Debtor;

                  (c) are not evidenced by any instrument, unless such
instrument has been pledged and delivered to the Collateral Agent on behalf of
the Banks and the Bank Swap Parties;

                  (d) are owned by the Company free and clear of all Liens,
security interests or encumbrances whatsoever, other than those in favor of the
Collateral Agent on behalf of the

                                       12
<PAGE>

Banks and the Bank Swap Parties and other than the Permitted Liens described in
Sections 8.01(c) and 8.01(d), and Permitted Liens described in Section 8.01(p)
arising in the ordinary course of business which are not delinquent or remain
payable without penalty or which are being contested in good faith and by
appropriate proceedings, which proceedings have the effect of preventing the
forfeiture or sale of the property subject thereto;

                  (e) are not the subject of a return, rejection, loss of or
damage to the goods, the sale of which gave rise to the Accounts, or any request
for credit or adjustment, or any other dispute with the Account Debtor on the
Accounts and all actions required to be performed by the Company with respect to
such Accounts have been performed (unless such return or rejection has been
made, such loss or damage has been compensated, or such credit or adjustment has
been allowed and, in each case, has been reflected in the amount of such
Eligible Receivable on the applicable Borrowing Base Certificate);

                  (f) if the Account Debtor on any such Accounts is located
outside the United States or Canada, such Accounts are payable in full in
Dollars and either (i) the Account Debtor has been approved in writing by the
Administrative Agent, using reasonable business judgment or (ii) an Acceptable
Issuer has issued an irrevocable letter of credit in the amount of such Accounts
for the benefit of the Company and on which the Company may draw in the event of
a default by such Account Debtor in respect of such Accounts, provided that such
letter of credit is subject to a valid, first priority perfected lien and
security interest in favor of the Collateral Agent on behalf of the Banks and
the Bank Swap Parties or that BT is the collecting bank for such letter of
credit and a copy of such letter of credit has been delivered to the Collateral
Agent and the Administrative Agent and, provided further, that the proceeds of
any drawing under such letter of credit are to be deposited into the
Concentration Account;

                  (g) are owing by an Account Debtor which has not been
determined to be uncreditworthy in the reasonable business judgment of the
Administrative Agent with notice of such determination, identifying such Account
Debtor, having been sent to the Company by the Administrative Agent; provided
that any Account of any Account Debtor which is so determined to be
uncreditworthy shall not be excluded from Eligible Receivables solely on the
basis of such determination if an Acceptable Issuer has issued an irrevocable
letter of credit in the amount of such Account for the benefit of the Company
and on which the Company may draw in the event of a default by such Account
Debtor in respect of such Account and (i) such letter of credit is subject to a
valid, first priority perfected lien and security interest in favor of the
Collateral Agent on behalf of the Banks and the Bank Swap Parties or BT is the
negotiating and collecting bank for such letter of credit and a copy of such
letter of credit has been delivered to the Collateral Agent and the
Administrative Agent and (ii) the proceeds of any drawing under such letter of
credit are to be deposited into the Concentration Account;

                  (h) are owing by an Account Debtor which has not (i) filed or
had filed against it, any Insolvency Proceeding, (ii) failed, (iii) suspended
business operations, (iv) become insolvent, (v) called a meeting of its
creditors for the purpose of obtaining any material financial concession or
accommodation, or (vi) had or suffered a receiver or a trustee to be appointed
for all or a significant portion of its assets or affairs (this clause (h) shall
not apply if and to the extent an Acceptable Issuer has issued an irrevocable
standby letter of credit in the amount of such Eligible Receivable for the
benefit of the Company and on which the Company may draw

                                       13
<PAGE>

in the event of a default by the Account Debtor with respect to such Eligible
Receivable; provided that such letter of credit is subject to a valid, first
priority perfected lien and security interest in favor of the Collateral Agent
on behalf of the Administrative Agent, the Banks and the Bank Swap Parties or
that BT is the collecting bank for such letter of credit and a copy of such
letter of credit has been delivered to the Collateral Agent and the
Administrative Agent; and provided, further, that the proceeds of any drawing
under such letter of credit are to be deposited into the Concentration Account);

                  (i) are subject to a valid, first priority, perfected lien and
security interest in favor of the Collateral Agent on behalf of the Banks and
the Bank Swap Parties;

                  (j) are due from a customer to the extent that such Accounts
due from such customer and its Affiliates do not exceed in the aggregate an
amount equal to (i) if such customer is a Person listed on Schedule 1.01(d) (as
such schedule may be amended from time to time with the approval of the
Administrative Agent), 25% of the aggregate of all Accounts at such time and
(ii) otherwise, 10% of the aggregate of all Accounts at such time; provided that
notwithstanding clause (i) or (ii) above, (x) there shall be no limit on
Accounts due from British Petroleum, Chevron U.S.A. Inc. or their respective
Affiliates which may be included as Eligible Receivables so long as, to the
extent that the amount of such receivables exceeds $50,000,000 from British
Petroleum or its Affiliates or $50,000,000 from Chevron U.S.A. Inc. or its
Affiliates, such excess is supported by a letter of credit from a financially
sound financial institution, on a dollar-for-dollar basis, for the benefit of
the Company (it being understood that only such portion of such excess which is
not so supported will be excluded from Eligible Receivables), and (y) Accounts
due from Clark Retail Enterprises Inc. may exceed the limitations set forth in
clauses (i) and (ii) but shall not exceed the lesser of (I) $10,000,000 and (II)
the Company's internal credit policy limit for such Account Debtor from time to
time, unless in each case the excess is supported by a letter of credit from a
financially sound financial institution, on a dollar-for-dollar basis, for the
benefit of the Company (it being understood that only such portion of such
excess which is not so supported will be excluded from Eligible Receivables) and
provided, further, that notwithstanding anything herein to the contrary, there
shall be excluded from Accounts and the aggregate of all Accounts in the above
calculations, Accounts generated from the sale of West Texas Intermediate -
Cushing and due from certain Account Debtors (as previously disclosed, in
writing, to the Agents and as may be changed, from time to time, with the
approval of the Administrative Agent) so long as, to the extent that the amount
of such receivables from any such Account Debtor exceeds the Company's internal
credit policy limit (as previously disclosed, in writing, to the Agents and as
may be changed, from time to time, with the approval of the Administrative
Agent) in respect of such Account Debtor, such excess is supported by a letter
of credit from a financially sound financial institution, on a dollar-for-dollar
basis, for the benefit of the Company (it being understood that only such
portion of such excess which is not so supported will be excluded from Eligible
Receivables);

                  (k) are denominated in Dollars and are not payable outside the
United States or Canada; and

                  (l) otherwise have not been determined to be unsatisfactory to
the Administrative Agent, using reasonable business judgment, with notice of
such determination,

                                       14
<PAGE>

identifying such Eligible Receivable, having been sent to the Company by the
Administrative Agent; and

                  (m) less (A) all reserves established in the reasonable
business judgment of the Administrative Agent with respect to such Accounts and
(B) any and all offsets, counterclaims or contracts in respect thereof,
including all federal, state and other taxes (but excluding income taxes) in
respect thereof. For the purpose of this definition, to the extent that the
Company is at any time directly or contingently indebted for any reason to any
Account Debtor, the Accounts owing to the Company by such Account Debtor shall
be deemed to be subject to an offset, counterclaim or contra in the amount of
such Indebtedness; provided that to the extent that any Indebtedness of the
Company to any Account Debtor is secured by a Letter of Credit, the portion of
the Indebtedness so secured (not to exceed the lesser of (i) the face amount of
the Letter of Credit and (ii) the outstanding amount of such Indebtedness) shall
not be deemed to be an offset, counterclaim or contra with respect to the
Accounts of such Account Debtor owing to the Company.

                  "Environmental Claims" means all claims, complaints, actions,
suits, proceedings or investigations, however commenced or asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment or threat to public health, personal injury (including
sickness, disease or death), property damage, natural resources damage, or
otherwise alleging liability or responsibility for damages (punitive or
otherwise), investigation, cleanup, removal, remedial or response costs,
monitoring, contribution, restitution, civil or criminal penalties, injunctive
relief, or other type of relief, resulting from or based upon the presence,
placement, storage, transportation or use, discharge, emission or release
(including intentional and unintentional, negligent and non-negligent, sudden or
non-sudden, accidental or non-accidental, placement, spills, leaks, discharges,
emissions or releases) of any Hazardous Material at, in, or from any Facility,
whether or not owned by the Company.

                  "Environmental Laws" means all federal, state or local laws,
statutes, common law duties, rules, regulations, ordinances and codes, together
with all administrative orders, directed duties, licenses, approvals, judicial
judgments or decrees, authorizations and permits of, and agreements with, any
Governmental Authorities, in each case relating to environmental, health, safety
and land use matters; including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, ("CERCLA"), the
Clean Air Act, the Federal Clean Water Act, the Solid Waste Disposal Act, the
Federal Resource Conservation and Recovery Act, the Toxic Substances Control
Act, the Emergency Planning, Community Right-to-Know Act, the Federal
Occupational Safety and Health Act, the Hazardous Materials Transportation Act,
the National Environmental Policy Act, the Federal Oil Pollution Act of 1990 and
any similar state laws (including state laws implementing such federal laws),
each as amended and in effect at the relevant time.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute thereto and all
final or temporary regulations promulgated thereunder and published, generally
applicable rulings entitled to precedential effect.

                                       15
<PAGE>

                  "ERISA Affiliate" means any entity required at any relevant
time to be aggregated with the Company under Sections 414(b) or (c) of the Code
or Section 4001 of ERISA; provided, however, that for purposes of the provisions
of this Agreement relating to Section 412 of the Code or Section 302 of ERISA,
the term ERISA Affiliate shall also mean any entity that is a member of any
group of persons, as provided in Sections 414(m) or (o) of the Code, of which
the Company is a member.

                  "ERISA Event" means (a) a Reportable Event with respect to a
Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which it was
a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations which is treated as such a withdrawal under Section
4062(e) of ERISA if such withdrawal could reasonably be expected to result in a
material liability to the Company; (c) a complete or partial withdrawal by the
Company or any ERISA Affiliate from a Multiemployer Plan, notification that a
Multiemployer Plan is in reorganization, the termination of a Multiemployer Plan
under Section 4041A of ERISA or the commencement of proceedings to terminate a
Multiemployer Plan, if any of the foregoing events could reasonably be expected
to result in a material liability to the Company; (d) the filing of a notice of
intent to terminate a Pension Plan under Section 4041(c) of ERISA or the
treatment of a Plan amendment as a termination under Section 4041 of ERISA, or
the commencement of proceedings by the PBGC to terminate a Pension Plan; or (e)
the imposition of any material liability under Title IV of ERISA, other than
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the
Company or any ERISA Affiliate.

                  "Eurodollar Rate" shall mean, with respect to the Interest
Period for each Eurodollar Rate Loan comprising part of the same Borrowing, an
interest rate per annum equal to the rate (rounded upward to the nearest whole
multiple of one-sixteenth (1/16) of one percent (1.00%) per annum, if such rate
is not such a multiple) of the offered quotation, if any, to first class banks
in the Eurodollar market by BT for U.S. dollar deposits of amounts in
immediately available funds comparable to the principal amount of the Eurodollar
Rate Loan for which the Eurodollar Rate is being determined with maturities
comparable to the Interest Period for which such Eurodollar Rate will apply as
of approximately 10:00 a.m. (New York City time), two (2) Business Days prior to
the commencement of such Interest Period. If BT fails to provide its offered
quotation to the Administrative Agent, the Eurodollar Rate shall be determined
on the basis of the arithmetic average of the quotations of such other reference
banks as determined by the Administrative Agent, in its sole discretion.

                  "Eurodollar Rate Loan" shall mean a Loan that bears interest
based on the Eurodollar Rate.

                  "Event of Default" means any of the events or circumstances
specified in Section 9.01.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

                  "Existing Credit Agreement" has the meaning specified in the
recitals to this Agreement.

                                       16
<PAGE>

                  "Expenses" shall mean all reasonable present and future
expenses incurred by or on behalf of the Administrative Agent and/or the
Collateral Agent in connection with any Loan Document or otherwise related
thereto, whether incurred heretofore or hereafter, which expenses shall include,
without being limited to, the cost of record searches, the reasonable fees and
expenses of attorneys and paralegals, all costs and expenses incurred by the
Administrative Agent and/or the Collateral Agent in opening bank accounts and
lockboxes, depositing checks, receiving and transferring funds, and any charges
imposed on the Administrative Agent and/or the Collateral Agent due to
insufficient funds of deposited checks and the Administrative Agent's and/or the
Collateral Agent's standard fee relating thereto, reasonable fees and expenses
of collateral examinations and collateral audits, and of accountants, appraisers
or other consultants, experts or advisors employed or retained by the
Administrative Agent and/or the Collateral Agent, fees and taxes relative to the
filing or recording of financing statements and other Collateral Documents,
costs of recording Collateral Documents, all expenses, costs and fees set forth
in Article 4 of this Agreement, reasonable fees and expenses incurred in
connection with the negotiation, preparation, review, execution and delivery of
the Loan Documents, irrespective of whether the transactions contemplated hereby
are consummated, including any amendments, supplements, waivers or consents
executed and delivered in connection therewith, with syndicating the credit
facility contemplated hereunder (including, without limitation, costs and
expenses for preparation of information packages for prospective Banks and
arranging and conducting "due diligence" meetings), with the administration,
collection, enforcement and termination (including termination of any Liens) of
the Loan Documents, and with the completion of the due diligence review by the
Administrative Agent and the Banks and all fees and expenses required to be paid
pursuant to the Fee Letters. In addition, Expenses shall include all costs and
expenses (including the reasonable fees and disbursements of counsel and other
professionals, including internal counsel) paid or incurred by the Agents or any
Bank in (i) enforcing or defending its rights under or in respect of any Loan
Document, the Collateral Documents or any other document or instrument now or
hereafter executed and delivered in connection herewith, (ii) collecting the
Loans and reimbursement obligations under Letters of Credit, (iii) foreclosing
or otherwise collecting upon the Collateral or any part thereof, and (iv)
obtaining any legal, accounting or other advice in connection with any of the
foregoing, including in a "work out", restructuring or similar scenario.

                  "Facilities" means any real property now, heretofore or
hereafter owned or leased or used by the Company or any of its Subsidiaries,
including all real property relating to the land and improvements known as the
Blue Island Refinery, located in Blue Island, Illinois, together with the
terminals, tanks, pipelines and related facilities used or intended for use in
connection therewith, the land and improvements known as the Hartford Refinery,
located in Hartford, Illinois, together with the terminals, tanks, pipelines and
related facilities used or intended for use in connection therewith, the land
and improvements known as the Lima Refinery, located in Lima, Ohio, together
with the terminals, tanks, pipelines and related facilities used or intended for
use in connection therewith, the Port Arthur Refinery and all terminals owned,
leased or operated by the Company or any of its Subsidiaries.

                  "Facility Expiry Date" means the earliest of (a) the
occurrence of an Event of Default and termination of the Commitments pursuant to
Section 9.02, (b) the date that is two years from the Effective Date and (c) any
other termination of the Commitments pursuant to the terms of this Agreement.

                                       17
<PAGE>

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

                  "Fee Letters" has the meaning specified in Section 4.05(a).

                  "Fees" shall mean, collectively, fees referred to in Sections
4.05 and 4.06.

                  "FIFO" means the first-in-first-out method of determining
value of Inventory in accordance with GAAP.

                  "Fleet" has the meaning specified in the introductory clause
to this Agreement.

                  "FRB" means the Board of Governors of the Federal Reserve
System, and any successor Governmental Authority.

                  "Fund Affiliates" means Blackstone Capital Partners III
Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore
Capital Partners III L.P., a Delaware limited partnership, Blackstone Family
Investment Partnership III L.P., a Delaware limited partnership, each of their
respective Affiliates that is not an operating company or controlled by an
operating company and each general partner of any of them who is a partner or
employee of The Blackstone Group L.P. and their families, related trusts and
controlled entities.

                  "GAAP", as more fully discussed in Section 1.02, means
generally accepted accounting principles in the United States as in effect from
time to time as set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements of such other entity as may be approved by a significant
segment of the accounting profession which are applicable to the circumstances.

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

                  "Guaranty Obligation" has the meaning specified in the
definition of "Contingent Obligation."

                  "Hazardous Materials" means any substances that are regulated
by, or which form the basis of liability under, any Environmental Law, including
all substances identified under any

                                       18
<PAGE>

Environmental Law as a pollutant, contaminant, hazardous waste, hazardous
constituent, special waste, hazardous substance, hazardous material, or toxic
substance, and petroleum or petroleum derived substance or waste.

                  "Holdings" means Premcor USA Inc., a Delaware corporation.

                  "Holdings Note Indenture" means that certain Indenture, dated
as of December 1, 1995 between Holdings and The Chase Manhattan Bank N.A., as
trustee relating to the 10 7/8% Notes, due 2005, as the same may hereafter be
amended, amended and restated, supplemented or otherwise modified in accordance
with the terms thereof and of this Agreement and in effect.

                  "Holdings Notes" means the 10 7/8% Notes, due 2005 of Holdings
issued under the Holdings Note Indenture.

                   "Indebtedness" of any Person means, without duplication, (a)
all indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary terms); (c)
all non-contingent reimbursement or payment obligations with respect to Surety
Instruments; (d) all obligations evidenced by notes, bonds, debentures or
similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses; (e) all indebtedness
created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to property
acquired by the Person (even though the rights and remedies of the seller or
bank under such agreement in the event of default are limited to repossession or
sale of such property) and all obligations under any linefill agreements; (f)
all Capitalized Lease Obligations; (g) all net obligations with respect to Swap
Contracts; (h) all indebtedness referred to in clauses (a) through (g) above
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in property
(including accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness;
and (i) all Guaranty Obligations in respect of indebtedness or obligations of
others of the kinds referred to in clauses (a) through (g) above.

                  "Indemnified Liabilities" has the meaning specified in Section
11.04

                  "Indemnified Person" has the meaning specified in Section
11.04

                  "Independent Auditor" has the meaning specified in Section
7.01(a).

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

                  "Institutional Finance Documents" means the 9 1/2% Notes, the
9 1/2% Note Indenture, the 1997 Fixed Rate Notes, the 1997 Fixed Rate Note
Indentures, the 1998 Fixed Rate

                                       19
<PAGE>

Notes, the 1998 Fixed Rate Note Indenture, the 1998 Floating Rate Loans, the
1998 Floating Rate Credit Agreement, the Holdings Notes, the Holdings Note
Indenture (including, in each case, any refinancing, replacement or refunding
thereof in accordance with the terms of this Agreement), each of the exhibits
and schedules thereto, and all other agreements, instruments and documents
relating thereto.

                  "Interest Period" means, as to any Eurodollar Rate Loan, the
period commencing on the Borrowing Date of such Loan or on the
Conversion/Continuation Date on which the Loan is converted into or continued as
a Eurodollar Rate Loan, and ending on the date one, two, three or six months
thereafter as selected by the Company in its Notice of Borrowing or Notice of
Conversion/Continuation; provided that: (i) if any Interest Period would
otherwise end on a day that is not a Business Day, that Interest Period shall be
extended to the following Business Day unless the result of such extension would
be to carry such Interest Period into another calendar month, in which event
such Interest Period shall end on the preceding Business Day; (ii) any Interest
Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of the calendar
month at the end of such Interest Period; and (iii) no Interest Period for any
Loan shall extend beyond the Facility Expiry Date then in effect.

                  "Inventory" means any "inventory" as that term is defined in
Section 9-102(a)(48) of the UCC, as well as all inventory which is held for sale
or which consists of raw materials or work in process.

                  "Investment" means all expenditures made and all liabilities
incurred (including Contingent Obligations) for or in connection with the
acquisition of stock, other equity interests or Indebtedness of another Person,
loans, advances, capital contributions or transfers of property (other than
sales or transfers permitted under Section 8.02) to another Person, acquisition
of assets of another Person (other than assets acquired as a creditor in a third
party's bankruptcy or reorganization and assets acquired in the ordinary course
of business), or any other investment whether such investment is acquired by
purchase, exchange, issuance of stock or other securities, merger,
reorganization or otherwise; provided, however, that the term "Investment" shall
not include (a) current trade and customer accounts receivable for goods
furnished or services rendered in the ordinary course of business and payable in
accordance with customary trade terms, (b) advances, payments and prepayments to
suppliers for goods and services in the ordinary course of business, (c)
advances to employees for travel expenses, drawing accounts and similar
expenditures, (d) stock or other securities acquired in connection with the
satisfaction or enforcement of Indebtedness or claims due or owing or as
security for any such Indebtedness or claim, (e) demand deposits in banks or
trust companies, (f) any Capital Expenditures or (g) Guaranty Obligations to the
extent included in Indebtedness. In determining the aggregate amount of
Investments outstanding at any particular time, (i) a guaranty shall be valued
at not less than the principal amount outstanding; (ii) returns of capital (but
only by repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution) shall be deducted; (iii) earnings, whether as
dividends, interest or otherwise, shall not be deducted; and (iv) decreases in
the market value shall not be deducted unless such decreases are computed in
accordance with GAAP.

                                       20
<PAGE>

                  "IRS" means the Internal Revenue Service, and any successor
Governmental Authority.

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

                  "Issuing Bank" means (i) each of BT (including but not limited
to Deutsche Bank AG - New York Branch), Fleet and TD, their respective
successors and, to the extent agreed to by such affiliates of the Issuing Banks,
their respective affiliates, and (ii) any other bank which the Company requests
to be an Issuing Bank and is approved by the Administrative Agent, each in its
capacity as issuer of one or more Letters of Credit.

                  "Issuing Bank Fees" has the meaning set forth in Section
4.06(c).

                  "Joint Venture" means a partnership, joint venture or other
similar legal arrangement (whether created by contract or conducted through a
separate legal entity) now or hereafter formed by the Company or any of its
Restricted Subsidiaries with another Person in order to conduct a common venture
or enterprise with such Person.

                  "L/C Obligations" means, at any time, without duplication, the
sum of (i) the aggregate undrawn stated amount of all Letters of Credit
outstanding at such time, plus (ii) with respect to determinations of whether a
Loan shall be made or a Letter of Credit issued, the aggregate undrawn stated
amount of all Letters of Credit requested by the Company the issuance of which
has been authorized by an Issuing Bank but which have not yet been issued, plus
(iii) the aggregate amount of all drawings under Letters of Credit for which any
Issuing Bank has not at such time been reimbursed, plus (iv) the aggregate
amount of all payments made by each Bank to an Issuing Bank with respect to such
Bank's participation in Letters of Credit as provided in Section 3.03(a) for
which the Company has not at such time reimbursed the Banks, whether by way of a
Loan or otherwise.

                  "L/C-Related Documents" means the Letters of Credit, the L/C
Requests and any other document relating to any Letter of Credit, including any
of the applicable Issuing Bank's standard form documents for Letter of Credit
Issuances.

                  "L/C Request" means a notice substantially in the form of
Exhibit A-2.

                  "Lead Bank" means each of BT, Fleet and TD, in each case in
its capacity as a Bank.

                  "Lending Office" means, as to any Bank, the office or offices
of such Bank specified as its "Lending Office" or "Domestic Lending Office" or
"Eurodollar Lending Office", as the case may be, on the signature page of such
Bank attached to this Agreement, or such other office or offices as such Bank
may from time to time notify the Company and the Administrative Agent.

                  "Letter of Credit" means any Letter of Credit (whether a
Standby Letter of Credit or a Commercial Letter of Credit) Issued by any Issuing
Bank pursuant to Article III (including

                                       21
<PAGE>

any Letter of Credit issued and outstanding under the Existing Credit Agreement
which is deemed a Letter of Credit hereunder pursuant to Article III).

                  "Lien" means any security interest, mortgage, deed of trust,
pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance or
lien (statutory or other) of any kind or nature whatsoever in respect of any
property (including those created by, arising under or evidenced by any
conditional sale or other title retention agreement, the interest of a lessor
under a capital lease, any financing lease having substantially the same
economic effect as any of the foregoing, or the filing of any financing
statement naming the owner of the asset to which such lien relates as debtor,
under the UCC or any comparable law) and any contingent or other agreement to
provide any of the foregoing, but not including the interest of a lessor under
an operating lease.

                  "Loan" has the meaning specified in Section 2.01 and may be a
Prime Rate Loan or a Eurodollar Rate Loan.

                  "Loan Account" has the meaning set forth in Section 2.07.

                  "Loan Documents" means this Agreement, any Notes, the
Collateral Documents, the Fee Letters, the L/C-Related Documents, any Swap
Contracts between the Company and the Bank Swap Parties, any Eligible LOIs (and
the agreements executed and delivered in connection therewith) and all other
documents delivered to the Administrative Agent, the Collateral Agent or any
Bank in connection herewith or therewith.

                  "Lockbox" means a lockbox and related accounts in which
wholesale customers deposit checks representing proceeds of Collateral, the
withdrawal of funds therefrom being limited to withdrawals by the Collection
Bank pursuant to the direction of the Company and otherwise in accordance with
this Agreement.

                  "LOI" means any letter of indemnity issued to enable the
Company to obtain payment under a letter of credit issued in favor of the
Company for payment, or to obtain payment from a purchaser, for Petroleum
Product sold by the Company despite the Company's inability to present to the
issuing bank or to the purchaser, as the case may be, certain documents
including, without limitation, title documents, required for payment.

                  "Major Oil Company Receivable" means, (a) an Eligible
Receivable carried on the books of the Company as to which the Account Debtor
thereon is listed on Schedule 1.01(d) to this Agreement (which Schedule may be
amended from time to time by the Administrative Agent, using reasonable business
judgment (by either adding to or deleting from such Schedule the names of
Account Debtors)), or (b) any Eligible Receivable as to which an Acceptable
Issuer has issued an irrevocable standby letter of credit in the amount of such
Eligible Receivable for the benefit of the Company and on which the Company may
draw in the event of a default by the Account Debtor with respect to such
Eligible Receivable; provided that such letter of credit is subject to a valid,
first priority perfected lien and security interest in favor of the Collateral
Agent on behalf of the Administrative Agent, the Banks and the Bank Swap Parties
or that BT is the collecting bank for such letter of credit and a copy of such
letter of credit has been delivered

                                       22
<PAGE>

to the Collateral Agent and the Administrative Agent; and provided, further,
that the proceeds of any drawing under such letter of credit are to be deposited
into the Concentration Account.

                  "Majority Banks" means at any time Banks then holding at least
51% of the Commitments, or if the aggregate Commitments have been terminated or
reduced to zero, 51% of the amount of the unpaid aggregate principal amount of
all Loans outstanding and the aggregate amount of the L/C Obligations
outstanding; provided, that for purposes of exercising remedies under Section
9.02 due to the occurrence of an Event of Default under Section 9.01(a),
regardless of whether the Commitments have been terminated or reduced to zero,
the term "Majority Banks" shall at all times mean the Banks then holding at
least 51% of the amount of the unpaid aggregate principal amount of all Loans
outstanding and the aggregate amount of the L/C Obligations outstanding.

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

                  "Material Adverse Effect" means (a) a material adverse effect
upon, the operations, business, properties, condition (financial or otherwise)
or prospects of the Company or the Company and the Restricted Subsidiaries taken
as a whole; (b) a material impairment of the ability of the Company or any
Restricted Subsidiary to perform under any Loan Document and to avoid any Event
of Default; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Company or any Restricted
Subsidiary of any Loan Document.

                  "Material Contracts" means each contract, agreement and
commitment (other than the other Loan Documents) to which the Company or any of
the Restricted Subsidiaries will be a party after giving effect to the
transactions contemplated by the Loan Documents, and that will be or are
material to the business, assets or operations of the Company and the Restricted
Subsidiaries, taken as a whole.

                  "Moody's" shall mean Moody's Investors Service, Inc. and any
successor thereto.

                  "Multiemployer Plan" means a "multiemployer plan", within the
meaning of Section 4001(a)(3) of ERISA, to which the Company or any ERISA
Affiliate makes, is making, or is obligated to make contributions or, during the
preceding three calendar years, has made, or been obligated to make,
contributions.

                  "Net Income" means, for any period, the net income (or net
loss, as the case may be) of the Company and the Restricted Subsidiaries for
such period, determined on a consolidated basis among them in accordance with
GAAP.

                  "Net Worth" of any Person means, as of any date of
determination, the excess of the Total Assets of such Person at such date of
determination over the Total Liabilities of such Person at such date of
determination.

                  "9 1/2% Note Indenture" means that certain Indenture dated as
of September 15, 1992 between the Company and Bank of New York, N.A., as
trustee, relating to the 9 1/2% Senior Notes, as the same may hereafter be
amended, amended and restated, supplemented or otherwise


                                       23
<PAGE>

modified or refinanced or replaced, in each case in accordance with the terms
thereof and of this Agreement and in effect.

                  "9 1/2% Notes" means the 9 1/2% Senior Notes due September 15,
2004 of the Company issued under the 9 1/2% Note Indenture.

                  "1997 Fixed Rate Note Indentures" means (i) that certain
Indenture, dated as of November 21, 1997, between the Company and Bankers Trust
Company, as trustee relating to the Company's 8-3/8% Notes of the Company due
2007, and (ii) that certain Indenture, dated as of November 21, 1997 between the
Company and Marine Midland Bank, as trustee relating to the Company's 8-7/8%
Notes due 2007.

                  "1997 Fixed Rate Notes" means (i) the Company's 8-3/8% Notes
due November 2007 and (ii) the Company's 8-7/8% Notes due November 2007.

                  "1998 Fixed Rate Notes" means the Company's 8-5/8% Senior
Notes due August 2008.

                  "1998 Fixed Rate Note Indenture" means that certain Indenture,
dated as of August 10, 1998, between the Company and Bankers Trust Company, as
Trustee, relating to the Company's 8-5/8% Notes.

                  "1998 Floating Rate Loans" means the loans under the 1998
Floating Rate Credit Agreement.

                  "1998 Floating Rate Credit Agreement" means the Credit
Agreement dated as of August 10, 1998 among the Company, the lenders signatory
thereto and Goldman Sachs Credit Partners, LP, as Administrative Agent.

                  "Note" means a promissory note executed by the Company in
favor of a Tranche 2 Bank pursuant to Sections 2.02 and 5.01(a), in
substantially the form of Exhibit I.

                  "Notice of Borrowing" means a notice in substantially the form
of Exhibit A.

                  "Notice of Conversion/Continuation" means a notice in
substantially the form of Exhibit B.

                  "Obligations" means all advances, debts, liabilities,
obligations, Fees and Expenses, covenants and duties arising under any Loan
Document owing by the Company to any Bank, the Administrative Agent, the
Collateral Agent, any Issuing Bank, any Bank Swap Party, any Indemnified Person,
or any other Agent-Related Persons whether direct or indirect (including those
acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising.

                  "Obligor" has the meaning set forth in the Credit-Linked Note.

                  "Occidental" means Occidental Petroleum Corporation, a
Delaware corporation.

                                       24
<PAGE>

                  "Organization Documents" means, for any corporation, the
certificate or articles of incorporation, the bylaws, any certificate of
designations or instrument relating to the rights of preferred shareholders of
such corporation, any shareholder rights agreement, and all applicable
resolutions of the board of directors (or any committee thereof) of such
corporation.

                  "Other Taxes" means any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to any Loan Document.

                  "Outstanding Eligible LOI" means any Eligible LOI for which
the Bank issuing such Eligible LOI has not notified the Administrative Agent
that such Eligible LOI has been canceled.

                  "PACC Coker Project" means the approximately 80,000 barrel per
stream day delayed coking unit, 35,000 barrel per stream day hydrocracker and
417 long ton per day sulfur complex and related assets owned by Port Arthur
Coker Company L.P. and operated by the Company.

                  "Paid but Unexpired Standby Letters of Credit" means, as of
any date of determination, the excess, if any, of (a) the maximum amount
available for drawing under outstanding Standby Letters of Credit issued to
support the purchase of Inventory of the Company as of such date of
determination, over (b) the aggregate outstanding amount due and owing as of
such date of determination by the Company to the supplier(s) of such Inventory
on account of the purchase(s) of such Inventory.

                  "Parent" means Premcor Inc., a Delaware corporation.

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
successor Governmental Authority.

                  "Pension Plan" means a pension plan (as defined in Section
3(2) of ERISA) subject to Title IV of ERISA (other than a Multiemployer Plan)
which the Company sponsors, maintains, or to which it makes, is making, or is
obligated to make contributions, or in the case of a multiple employer plan (as
described in Section 4064(a) of ERISA), has made contributions at any time
during the immediately preceding five (5) plan years.

                  "Perfection Certificate" has the meaning specified in Section
5.01(f).

                  "Permitted Liens" has the meaning specified in Section 8.01.

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

                  "Petroleum Inventory" means Inventory consisting of crude oil,
petroleum, refined petroleum products, byproducts and intermediate feedstocks,
and other energy-related commodities, including, without limitation, blend
components commonly used in the petroleum

                                       25
<PAGE>

industry to improve characteristics of, or meet governmental or customer
specifications for, petroleum or refined petroleum products, all of which
Inventory shall be valued at market.

                  "Petroleum Product" means crude oil, petroleum, refined
petroleum products, byproducts and intermediate feed stocks, and other
energy-related commodities, including, without limitation, blend components
commonly used in the petroleum industry to improve characteristics of, or meet
governmental or customer specifications for, petroleum or refined petroleum
products.

                  "Pipeline Subsidiary" means Premcor P.A. Pipeline Company, a
Delaware corporation and a wholly-owned subsidiary of the Company.

                  "Plan" means an employee benefit plan (as defined in Section
3(3) of ERISA), other than a multiemployer plan (as defined in Section 3(37) of
ERISA), which the Company sponsors or maintains or to which the Company makes,
is making, or is obligated to make contributions and includes any Pension Plan.

                  "Port Arthur Purchase Agreement" means that certain Asset
Purchase Agreement by and between Chevron U.S.A. Inc. and the Company dated as
of August 16, 1994, as the same may at any time be amended, amended and
restated, supplemented or otherwise modified in accordance with the terms
thereof and of this Agreement and in effect.

                  "Port Arthur Refinery" means the land and improvements known
as the Port Arthur Refinery, located in Port Arthur, Texas, together with the
terminals (including the Beaumont, Texas terminal, the Fannett, Texas terminal,
the Lucas, Texas terminal and the Port Arthur product station terminal), tanks,
pipelines and related facilities used or intended for use in connection
therewith.

                  "Pricing Grid" means the pricing grid attached as Schedule
1.01(e) to this Agreement.

                  "Prime Rate" means, for any day, the higher of: (a) 0.50% per
annum above the latest Federal Funds Rate; and (b) the rate of interest in
effect for such day as publicly announced from time to time by BT, as its "prime
lending rate." (The "prime lending rate" is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer
of BT and BT may make loans at rates of interest at, above or below the "prime
lending rate").

                  Any change in the "prime lending rate" announced by BT shall
take effect at the opening of business on the day specified in the public
announcement of such change.

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

                  "Pro Rata Share" as to any Bank, means the percentage
equivalent (expressed as a decimal rounded to the ninth decimal place) of (i) in
the case of a Tranche 1 Bank in the absence of a Trigger Event (a) for matters
relating to its exposure with respect to or its right to receive payments
(including any Fees) in respect of Letters of Credit, its Tranche 1 Percentage
Interest (it being understood that this clause (i)(a) is only applicable in
respect of up to the aggregate amount of the Tranche 1 Commitments of the Banks
at such time) and (b) for matters relating to

                                       26
<PAGE>

its obligations to purchase participations in or its rights to receive payments
(including any Fees) in respect of Loans, zero; (ii) in the case of a Tranche 2
Bank in the absence of a Trigger Event (a) for matters relating to its exposure
with respect to or its right to receive payments (including any Fees) in respect
of Letters of Credit, the result of multiplying its Tranche 2 Percentage
Interest by the result of subtracting the aggregate amount of the Tranche 1
Commitments of the Banks at such time from the aggregate L/C Obligations
outstanding at such time (with a negative number being deemed to be zero) (it
being understood that this clause (ii)(a) is only applicable in respect of the
excess L/C Obligations, if any, over the aggregate amount of the Tranche 1
Commitments at such time) and (b) for matters relating to its obligation to fund
or its right to receive payments (including any Fees) in respect of Loans, such
Bank's Tranche 2 Percentage Interest; (iii) in the case of a Tranche 1 Bank for
matters relating to its exposure with respect to or its right to receive
payments (including any Fees) in respect of Letters of Credit and its obligation
to purchase participations in or its right to receive payments (including any
Fees) in respect of Loans upon and during the continuance of a Trigger Event,
the result of multiplying its Tranche 1 Percentage Interest by a fraction, the
numerator of which equals the lesser of the aggregate amount of the Tranche 1
Commitments of the Banks at such time and the aggregate L/C Obligations
outstanding at such time and the denominator of which equals the sum of the
aggregate L/C Obligations outstanding at such time plus the aggregate principal
amount of Loans outstanding at such time; and (iv) in the case of a Tranche 2
Bank for matters relating to both its exposure with respect to or its right to
receive payments (including any Fees) in respect of Letters of Credit and its
obligation to fund or its right to receive payments (including any Fees) in
respect of Loans upon the occurrence and during the continuance of a Trigger
Event, the result of multiplying its Tranche 2 Percentage Interest by a
fraction, the numerator of which equals the aggregate L/C Obligations
outstanding at such time minus the aggregate amount of the Tranche 1 Commitments
of the Banks at such time (with a negative number being deemed to be zero) plus
the aggregate principal amount of Loans outstanding at such time and the
denominator of which equals the aggregate L/C Obligations outstanding at such
time plus the aggregate principal amount of Loans outstanding at such time.

                  "Qualifying Investments" means (i) readily marketable
certificates of deposit issued by a Bank or any other bank organized under the
laws of the United States of America or any state thereof, if as of the date of
purchase thereof by the Company, such Bank or bank has a short term debt rating
of not less than P-1 by Moody's and A-1 by S&P and having a final maturity of
not more than 360 days, (ii) commercial paper or finance company paper that is
rated as of the date of purchase thereof not less than P-1 by Moody's and A-1 by
S&P and having a final maturity of not more than 270 days, (iii) auction rate
securities with intermediate to perpetual maturities that are structured with
short term holding periods of 7-49 days and whose long-term debt rating as of
the date of purchase thereof is not less than any two of the following: Aaa by
Moody's, AAA by S&P or AAA by Fitch, (iv) direct obligations of the United
States having an average maturity of not more than one year, (v) obligations of
agencies of the United States of America including, but not limited to, Federal
Home Loan Bank, Federal National Mortgage Association, Student Loan Marketing
Association and Government National Mortgage Association that are rated as of
the date of purchase thereof not less than Aaa by Moody's and AAA by S&P and
having a final maturity of not more than 366 days, (vi) repurchase and reverse
repurchase agreements, in each case with durations of less than 31 days that are
fully secured by direct obligations of the United States, (vii) a portfolio
composed of any Qualifying Investments described in clauses (i) through (vi)
above with a weighted average maturity of not more than

                                       27
<PAGE>

one year, provided that the only Qualifying Investments in any such portfolio
which may have a longer maturity than described in the relevant sections (i)
through (vi) are those Qualifying Investments of the type described in clauses
(iv) and (v) above, and (viii) money market mutual funds set forth on Schedule
1.01(f) to this Agreement as it may be amended from time to time at the request
of the Company with the approval of the Administrative Agent, provided that
Qualifying Investments shall not include more than $50,000,000 invested in any
one such mutual fund.

                  "Related Fund" means with respect to any Bank which is a fund
that invests in loans, any other fund that invests in loans that is managed by
the same investment advisor as such Bank or by an Affiliate of such Bank or such
investment advisor.

                  "Reportable Event" means, any of the events set forth in
Section 4043(c) of ERISA or the regulations thereunder, other than any such
event for which the 30-day notice requirement under ERISA has been waived in
regulations issued by the PBGC.

                  "Requirement of Law" means, as to any Person, any law
(statutory or common), treaty, rule or regulation or determination of an
arbitrator or of a Governmental Authority, in each case applicable to or binding
upon the Person or any of its property or to which the Person or any of its
property is subject.

                  "Responsible Officer" means the chief executive officer, the
president, any executive vice president, the treasurer, the controller or the
secretary of the Company, or any other officer having substantially the same
authority and responsibility designated by the Company; or, with respect to
financial statements, compliance with financial covenants, the Compliance
Certificate and the Borrowing Base Certificate, the chief executive officer, the
chief financial officer, the controller or the treasurer of the Company.

                  "Restricted Subsidiary" means a Subsidiary of the Company that
is not an Unrestricted Subsidiary.

                  "Sale-Leaseback Transaction" means any arrangement between the
Company or any of the Restricted Subsidiaries and any other Person providing for
the leasing by the Company or such Restricted Subsidiary of real or personal or
mixed property which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such other Person.

                  "S&P" means Standard & Poor's Corporation and any successor
thereto.

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

                  "Security Agreement" means the Amended and Restated Security
Agreement executed by the Company and the Collateral Agent and the
Administrative Agent, on behalf of the Banks and the Bank Swap Parties, in
substantially the form of Exhibit J-1.

                  "Settlement Date" has the meaning specified in Section
2.04(a).

                                       28
<PAGE>

                  "Significant Environmental Issue" means any event, situation
or circumstance giving rise to any Environmental Claim, or requiring the
incurrence of remedial or capital expenditures, reasonably expected to equal or
exceed, $1,000,000 in relation to any retail gas station claim under the
indemnification provisions of the Asset Contribution and Recapitalization
Agreement, dated May 8, 1999, among the Company, Holdings and certain other
parties thereto, $2,000,000 in relation to any terminal (including related
storage tanks and pipelines) other than a terminal at a Facility or $7,500,000
in relation to any Facility (including any related storage tanks and pipe
lines).

                  "Solvent" means, as to any Person at any time, that (a) the
fair value of the property of such Person is greater than the amount of such
Person's liabilities (including disputed, contingent and unliquidated
liabilities) as such value is established and liabilities evaluated for purposes
of Section 101(31) of the Bankruptcy Code and, in the alternative, for purposes
of the applicable Uniform Fraudulent Transfer Act; (b) the present fair saleable
value of the property of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they
become absolute and matured; (c) such Person is able to realize upon its
property and pay its debts and other liabilities (including disputed, contingent
and unliquidated liabilities) as they mature in the normal course of business;
(d) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature; and (e) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person's property would constitute unreasonably small capital.

                  "Standby Letter of Credit" means any Letter of Credit which is
not a Commercial Letter of Credit.

                  "Subsidiary" of a Person means any corporation, association,
partnership, joint venture or other business entity of which more than 50% of
the voting stock or other equity interests (in the case of Persons other than
corporations), is owned or controlled directly or indirectly by the Person, or
one or more of the Subsidiaries of the Person, or a combination thereof.

                  "Surety Instrument" means any letter of credit (including
standby and commercial), banker's acceptance, bank guaranty, shipside bond,
surety bond or similar instrument.

                  "Swap Contract" means any swap agreement (as such term is
defined in Section 101 of the Bankruptcy Code) and any other agreement or
arrangement (including forwards and futures) designed to provide protection
against fluctuations in interest or currency exchange rates or commodity prices.

                  "Tangible Net Worth" of any Person means, as of any date of
determination, the Net Worth of such Person, as of such date of determination,
excluding however, from the determination of the Total Assets of such Person, as
of such date of determination (i) all goodwill, organizational expenses,
research and development expenses, trademarks, trade names, copyrights, patents,
patent applications, licenses and rights in any thereof, and other similar
intangibles, (ii) securities which are not readily marketable, and (iii) any
items (other than

                                       29
<PAGE>

capitalized financing fees) not included in clauses (i) and (ii) above which are
treated as intangibles in conformity with GAAP, all of the foregoing as
determined for any such date of determination as of the end of the immediately
preceding fiscal quarter in accordance with GAAP. Any calculation of Tangible
Net Worth shall be adjusted to eliminate any after-tax non-cash book writedown
or writeup of inventory carrying value to market and the cumulative effect of
changes in accounting principles in the year of adoption of such changes.

                  "Taxes" means any federal, state, local or foreign income,
gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental (including tax under
Internal Revenue Code Section 59A), customs duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transfer registration, value
added, alternative or add-on minimum, estimated, or other tax of any kind
whatsoever, including any interest, penalty, or addition thereto, whether
disputed or not, excluding in the case of each Bank, each Issuing Bank, each
Depositor, the Collateral Agent and the Administrative Agent, such taxes
(including income taxes or franchise taxes) as are imposed on or measured by
each Bank's, each Issuing Bank's, each Depositor's, the Collateral Agent's or
the Administrative Agent's net income by the jurisdiction (or any political
subdivision thereof) under the laws of which such Bank, the Issuing Bank, such
Depositor, the Collateral Agent or the Administrative Agent, as the case may be,
is organized or otherwise carries on business, maintains the lending office
through which it has entered into this agreement or its principal office.

                  "Tax Sharing Agreement" means the Tax Sharing Agreement
entered into as of August 19, 1999 among Holdings, Parent, the Company and the
signatories listed on the signature pages thereto, in the form attached to this
Agreement as Exhibit O, as the same may at any time be amended, amended and
restated, supplemented or otherwise modified in accordance with the terms
thereof and of this Agreement and in effect.

                  "TD" has the meaning specified in the introductory clause to
this Agreement.

                  "Terminal Business" means the terminals owned by the Company
and its Subsidiaries together with related inventory and assets and the business
conducted thereby.

                  "Total Assets" of any Person means, as of any date of
determination, the total consolidated assets of such Person, determined in
accordance with GAAP.

                  "Total Capitalization" means, at any date of determination,
the sum of Consolidated Debt plus the Tangible Net Worth of the Company and the
Restricted Subsidiaries, in each case as of such date.

                  "Total Liabilities" of any Person means, as of any date of
determination, the total consolidated liabilities of such Person, determined in
accordance with GAAP.

                  "Trademark Security Agreement" means the Amended and Restated
Trademark Security Agreement executed by the Company and the Collateral Agent
and the Administrative Agent, on behalf of the Banks and the Bank Swap Parties,
in substantially the form of Exhibit J-2.

                                       30
<PAGE>

                  "Tranche 1 Bank" means BT, its respective successors and, to
the extent agreed to by such affiliates of the Tranche 1 Bank, its respective
affiliates.

                  "Tranche 1 Commitment" means, as to each Tranche 1 Bank, the
amount set forth opposite such Tranche 1 Bank's name on Schedule 1.01(a) as such
amount may be increased or reduced from time to time pursuant to the terms of
this Agreement.

                  "Tranche 1 Facility" means the facility in which Tranche 1
Banks shall participate in the liability of Letters of Credit with aggregate
Effective Amount of L/C Obligations not in excess of the aggregate of the
Tranche 1 Commitments, subject to Section 3.03(b) and the definition of "Pro
Rata Share," unless increased or reduced from time to time pursuant to the terms
of this Agreement.

                  "Tranche 1 Percentage Interest" for any Tranche 1 Bank means
its Tranche 1 Commitment divided by the Tranche 1 Commitments for all the Banks.

                  "Tranche 2 Banks" means the Banks acting in their capacity as
Banks under the Tranche 2 Facility.

                  "Tranche 2 Commitment" means, as to each Tranche 2 Bank, the
amount set forth opposite such Tranche 2 Bank's name on Schedule 1.01(a) as such
amount may be increased or reduced from time to time pursuant to the terms of
this Agreement.

                  "Tranche 2 Facility" means the facility in which Tranche 2
Banks shall advance Loans and participate in the liability of Letters of Credit
to the extent, in the case of liability with respect to Letters of Credit, that
the aggregate Effective Amount of L/C Obligations under all Letters of Credit
Issued and outstanding under this Agreement at any time and from time to time
exceed the aggregate of the Tranche 1 Commitments, subject to Section 3.03(b)
and the definition of "Pro Rata Share," unless increased or reduced from time to
time pursuant to the terms of this Agreement.

                  "Tranche 2 Percentage Interest" for any Tranche 2 Bank means
its Tranche 2 Commitment divided by the Tranche 2 Commitments for all the Banks.

                  "Treasury Securities" means U.S. Treasury Notes with
maturities not exceeding two years.

                  "Trigger Event" means the occurrence of (i) any of the Events
of Default specified in Sections 9.01(a), (c) (but only with respect to a breach
of Section 8.16), (f) and (g); (ii) the acceleration of the maturity or due date
of the Obligations under Section 9.02(b) hereof; or (iii) the Facility Expiry
Date.

                  "Type" means either a Eurodollar Rate Loan or a Prime Rate
Loan.

                  "UCC" means the Uniform Commercial Code as in effect in the
State of New York, as amended from time to time.

                                       31
<PAGE>

                  "Unfunded Pension Liability" means the excess of a Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

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

                  "Unrestricted Subsidiary" means a Subsidiary of the Company
designated by the Company as an Unrestricted Subsidiary, but only if and for so
long as such Subsidiary: (i) has no Indebtedness as to which the Company or any
of its Restricted Subsidiaries (a) provides credit support of any kind other
than a non-recourse pledge of stock of an Unrestricted Subsidiary, (b) is
directly or indirectly liable (as a guarantor or otherwise), or (c) constitutes
the lender (other than as permitted by Section 8.04(j)), (ii) has no
Indebtedness with respect to which a default thereunder would permit any holder
of such Indebtedness or of any other Indebtedness of the Company or any of its
Subsidiaries to declare a default on any Indebtedness of the Company or any of
its Restricted Subsidiaries, or cause the payment of any Indebtedness of the
Company or any of its Restricted Subsidiaries to be accelerated or payable prior
to its stated maturity, (iii) has no Indebtedness as to which the lenders have
not been notified in writing that such lenders will not have any recourse to the
stock or assets of the Company or its Restricted Subsidiaries other than a
non-recourse pledge of stock of an Unrestricted Subsidiary, (iv) is a Person
with respect to which neither the Company nor any of its Restricted Subsidiaries
has any direct or indirect obligation to subscribe for additional equity
interest or to maintain or preserve such Subsidiary's financial condition or to
cause such Subsidiary to achieve any specified levels of operating results
(other than as permitted by Section 8.04(j))and (v) has no Guaranty Obligations
with respect to the Indebtedness of the Company or any of its Restricted
Subsidiaries.

                  "Voting Shares" means Capital Stock of any class or classes of
a corporation the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of corporate directors.

                  "Working Capital" means, as of any date of determination, the
amount by which Current Assets (determined on a FIFO basis) exceeds Current
Liabilities, in each case determined with respect to the Company and the
Restricted Subsidiaries on a consolidated basis among them in accordance with
GAAP.

                  1.02 Accounting Principles. Unless otherwise defined or
specified herein, all accounting terms used in this Credit Agreement shall be
construed in accordance with GAAP, applied on a basis consistent in all material
respects with the audited financial statements delivered to the Agent. All
accounting calculations under Section 8.16 shall be made in accordance with GAAP
as in effect on the Effective Date and applied on a basis consistent in all
material respects with such audited financial statements. The financial
statements required to be delivered hereunder from and after the Effective Date,
and all financial records, shall be prepared and maintained in accordance with
GAAP. If GAAP shall change from the basis used in preparing the audited
financial statements referred to in Section 6.11, the certificates required to
be delivered pursuant to Section 7.01 demonstrating compliance with the
covenants contained herein shall, at the election of the Company or upon the
request of the Majority Banks, include

                                       32
<PAGE>

calculations setting forth the adjustments necessary to demonstrate how the
Company is in compliance with the financial covenants based upon GAAP as in
effect on the Effective Date.


                                  ARTICLE II.

                                      LOANS

                  2.01 Commitments. On the terms and subject to the conditions
set forth in this Agreement, on and after the Effective Date and to and
excluding the Facility Expiry Date, each Tranche 2 Bank severally agrees to make
loans and advances to the Company under the Tranche 2 Facility ("Loans") in an
amount equal to such Tranche 2 Bank's Pro Rata Share of the Loans requested or
deemed requested by the Company. Notwithstanding the foregoing, (a) the
Effective Amount of all outstanding Loans plus the Effective Amount of all L/C
Obligations plus the Effective Amount of all Outstanding Eligible LOIs, shall
not at any time exceed the lesser of (i) the combined Commitments then in effect
and (ii) the Borrowing Base then applicable and (b) the Effective Amount of all
outstanding Loans shall not at any time exceed $50,000,000.

                  The Administrative Agent may, but shall not be required to,
rely on Borrowing Base Certificates and any other schedules or reports delivered
to the Administrative Agent in connection herewith, in determining eligibility.
Subject to the terms and conditions herein, amounts borrowed under this
Agreement will be in the form of revolving loans which may be repaid and
reborrowed from time to time.

                  2.02 Borrowing of Loans. It is contemplated that Loans will be
made available to the Company directly by the Tranche 2 Banks ("Bank Advances")
and, in the circumstances described in Section 2.02(b), from the Administrative
Agent acting on behalf of the Tranche 2 Banks ("Agent Advances"). The Company
hereby agrees to execute and deliver to each Tranche 2 Bank, upon the request of
each such Tranche 2 Bank, a Note in the form of Exhibit I to evidence the Loans
to the Company by such Tranche 2 Bank. Any Bank that at any time is owed
principal or interest on Loans may (but shall not be obligated to) request (and
the Company shall promptly comply therewith) that it be issued a Note to
evidence such Loans to the Company.

                  (a) Bank Advances of Loans. Subject to the determination by
the Administrative Agent and the Tranche 2 Banks that the conditions to
Borrowing contained in Article 5 are satisfied, upon receipt from the Company of
a Notice of Borrowing, Bank Advances of Loans shall be made to the extent of
each Tranche 2 Bank's Pro Rata Share of the requested Borrowing. The Notice of
Borrowing shall specify whether the requested Borrowing is of Prime Rate Loans
or Eurodollar Rate Loans.

                  (b) Agent Advances of Loans. The Administrative Agent is
authorized by the Tranche 2 Banks, but is not obligated, to make Agent Advances
consisting only of Prime Rate Loans upon a Notice of Borrowing received by the
Administrative Agent. Agent Advances shall be subject to periodic settlement
with the Tranche 2 Banks under Section 2.04. Any Agent Advance so made by the
Administrative Agent shall constitute part of the Obligations secured by the
Collateral and shall be repaid by the Company no later than the fifteenth (15th)
day after the

                                       33
<PAGE>

earliest date on which any condition precedent to the making of a Loan set forth
in Section 5.05 shall fail to be satisfied. Agent Advances may be made only in
the following circumstances:

                    (i) For administrative convenience and subject to Section
               2.01, the Administrative Agent may, but is not obligated to, make
               Agent Advances in reliance upon the Company's actual or deemed
               representations under Section 5.05 that the conditions for
               borrowing are satisfied;

                    (ii) If the conditions for borrowing under Section 5.05
               cannot be fulfilled, the Company shall in its Notice of Borrowing
               or otherwise give immediate notice thereof to the Administrative
               Agent and the Tranche 2 Banks, and the Administrative Agent may,
               but is not obligated to, continue to make Agent Advances during
               the thirteen-day period beginning two (2) Business Days after
               receipt of such notice by the Administrative Agent, if the
               Company shall at such time be in compliance with the limitations
               set forth in Section 2.01; provided, however, that the Majority
               Banks may sooner instruct the Administrative Agent to cease
               making such Agent Advances at any time.

The Administrative Agent may apply any payments or other amounts which it
receives to the repayment of the outstanding Agent Advances (beginning with the
oldest Agent Advance), prior to repayment of any other Loans, notwithstanding
any provision contained in any Loan Document or any direction of the Company or
any other Person to the contrary.

                  (c) Disbursement of Loans. Loans, whether made as Bank
Advances or Agent Advances, subject to the terms and conditions of this Credit
Agreement, will be made as follows:

                    (i) It is contemplated that Loans be made available to
               reimburse an Issuing Bank for a drawing under a Letter of Credit,
               as described in Section 3.05, and such Loans may be made
               available by the Administrative Agent directly to an Issuing Bank
               upon notice from such Issuing Bank of such drawing.

                    (ii) The Administrative Agent will make requested Loans
               available as instructed in a Notice of Borrowing.

                  (d) Notices of Borrowing; Minimum Amounts. A Notice of
Borrowing for (i) Bank Advances of Prime Rate Loans shall be given not later
than 1:00 p.m. (New York City time), on the Business Day prior to the proposed
Borrowing and (ii) Agent Advances of Prime Rate Loans shall be given not later
than 1:00 p.m. (New York City time), on the Business Day prior to the proposed
Borrowing. A Notice of Borrowing for Eurodollar Rate Loans shall be given not
later than 5:00 p.m. (New York City time), on the third Business Day prior to
the proposed Borrowing.

                         (A) Notices of Borrowing may be given under this
                    Section by telephone or facsimile transmission, and, if by
                    telephone, promptly confirmed in writing. Once given, a
                    Notice of Borrowing is irrevocable by and binding on the
                    Company.


                                       34
<PAGE>

                         (B) The Company shall specify in each Notice of
                    Borrowing whether the conditions for the requested Borrowing
                    are satisfied and whether the requested Borrowing is of
                    Prime Rate Loans or Eurodollar Rate Loans. The Company may
                    request one or more Borrowings on the same Business Day.
                    Each such Borrowing shall, unless otherwise specifically
                    provided herein, consist entirely of Loans of the same Type
                    and, if such Borrowing is to consist of Eurodollar Rate
                    Loans, shall be in an aggregate amount for all Tranche 2
                    Banks of not less than $5,000,000 or in an integral multiple
                    of $1,000,000 in excess thereof, unless such Loans are to be
                    made pursuant to Section 3.05, whether by Bank Advance or
                    Agent Advance, in which case the Administrative Agent may in
                    its discretion waive such minimums. The right of the Company
                    to choose Eurodollar Rate Loans is subject to the provisions
                    of Section 4.07.

                         (C) On or prior to the Effective Date, the Company
                    shall have provided to the Administrative Agent a list, with
                    specimen signatures, of officers authorized to request
                    Loans, substantially in the form attached to this Agreement
                    as Exhibit A-1, or to request the Issuance of Letters of
                    Credit, substantially in the form attached to this Agreement
                    as Exhibit A-2, and the amendments thereof. The
                    Administrative Agent is entitled to rely upon such list
                    until it is replaced by the Company. The Administrative
                    Agent shall have no duty to verify the authenticity of the
                    signature appearing on any Notice of Borrowing or other
                    writing delivered hereunder and, with respect to an oral
                    request for Loans, the Administrative Agent shall have no
                    duty to verify the identity of any individual representing
                    himself as one of the officers authorized to make such
                    request on behalf of the Company. Neither the Administrative
                    Agent nor any of the Tranche 2 Banks shall incur any
                    liability to the Company as a result of acting upon any
                    telephonic notice the Administrative Agent believes in good
                    faith to have been given by a duly authorized officer or
                    other individual authorized to request Loans on behalf of
                    the Company or for otherwise acting in good faith with
                    respect to any such request for Loans.

                  2.03 Settlement of Bank Advances and Repayments. The
Administrative Agent shall give each Tranche 2 Bank prompt notice by telephone
or facsimile transmission of a Notice of Borrowing that requests Bank Advances
of Loans and in any event shall use its reasonable efforts to notify each
Tranche 2 Bank on the same Business Day as receipt of such Notice of Borrowing.
No later than 2:00 p.m. (New York City time), on the date designated for the
Borrowing, each Tranche 2 Bank, for the account of its applicable Lending
Office, shall make available to the Administrative Agent at the Administrative
Agent's Payment Office its Pro Rata Share of such Borrowing in immediately
available funds. Unless the Administrative Agent receives contrary written
notice prior to the date of any such Borrowing of Loans, it is entitled to
assume that each Tranche 2 Bank will make available its Pro Rata Share of the
Borrowing and in reliance upon that assumption, but without any obligation to do
so, may advance such Pro Rata Share on behalf of such Tranche 2 Bank.

                  2.04 Periodic Settlement of Agent and Bank Advances and
Repayments.

                                       35
<PAGE>

                  (a) The Settlement Date. The amount of each Tranche 2 Bank's
Pro Rata Share of Loans shall be computed weekly (or more frequently in the
Administrative Agent's discretion) and shall be adjusted upward or downward
based on all Loans (including Agent Advances) and repayments of Loans received
by the Agent as of 5:00 p.m. (New York City time), on the last Business Day of
the period specified by the Administrative Agent (such date being referred to as
the "Settlement Date").

                  (b) Summary Statements; Settlements.

                    (i) The Administrative Agent shall deliver to each of the
               Tranche 2 Banks promptly after the Settlement Date a summary
               statement of the amount of outstanding Loans (including Agent
               Advances) for the period and the amount of repayments received
               for the period. As reflected on the summary statement: (i) the
               Administrative Agent shall transfer to each Tranche 2 Bank its
               allocated share of interest, commitment fees, Standby Letter of
               Credit fees and Commercial Letter of Credit fees, and its Pro
               Rata Share of repayments; and (ii) each Tranche 2 Bank shall
               transfer to the Administrative Agent (as provided below), or the
               Administrative Agent shall promptly transfer to each Tranche 2
               Bank, such amounts as are necessary to insure that, after giving
               effect to all such transfers, the amount of Loans made by each
               Tranche 2 Bank shall be equal to such Tranche 2 Bank's Pro Rata
               Share of the aggregate amount of Loans outstanding as of such
               Settlement Date. If the summary statement requires transfers to
               be made to the Administrative Agent by the Tranche 2 Banks and is
               received prior to 12:00 Noon, New York City time, on a Business
               Day, such transfers shall be made in immediately available funds
               no later than 3:00 p.m. (New York City time), that day; and, if
               received after 12:00 Noon, New York City time, then no later than
               3:00 p.m. (New York City time), on the next Business Day. The
               obligation of each Tranche 2 Bank to transfer such funds is
               irrevocable, unconditional and without recourse to or warranty by
               the Administrative Agent. Each of the Administrative Agent and
               the Tranche 2 Banks agree to mark their respective books and
               records on each Settlement Date to show at all times the Dollar
               amount of their respective Pro Rata Shares of the outstanding
               Loans.

                    (ii) To the extent that the Administrative Agent has made
               any such amounts available and the settlement described above
               shall not yet have occurred, upon repayment of Loans by the
               Company, the Administrative Agent may apply such amounts repaid
               directly to the amounts made available by the Administrative
               Agent pursuant to this Section 2.04(b).

                  (c) Distribution of Interest, Commitment Fees, Standby Letter
of Credit Fees and Commercial Letter of Credit Fees. Interest on the Loans
(including Agent Advances) together with the amount of the commitment fees,
Standby Letter of Credit fees and Commercial Letter of Credit fees, shall be
allocated by the Agent to each Bank in accordance with (i) with respect to each
of the Tranche 2 Banks, such Tranche 2 Bank's Pro Rata Share of Loans actually
funded by and repaid to each Tranche 2 Bank or such Tranche 2 Bank's Pro Rata
Share of Letters of Credit outstanding, as applicable, and (ii) with respect to
Tranche 1 Banks, the Tranche 1 Bank's Pro Rata Share of Letters of Credit
outstanding (and if Section 2.04(d) is applicable, Loans outstanding and repaid)
and shall, in each case, accrue from and including the date such Loans are so
advanced or such Letters of Credit are issued and (x) to but excluding the date
such Loans

                                       36
<PAGE>

are either repaid by the Company or actually settled under this Section or such
Letters of Credit are paid by the Issuing Bank upon a draw, cancelled or
terminated prior to its expiration date or (y) to and including the date such
Letters of Credit expire (so long as there is a balance outstanding). Promptly
after the end of each month (or, with respect to interest on Eurodollar Rate
Loans, promptly after such interest is received by the Agent), the Agent shall
distribute to each Bank its Pro Rata Share of the interest, commitment fees,
Standby Letter of Credit fees and Commercial Letter of Credit fees accrued
during that month.

                  (d) Upon and during the continuance of a Trigger Event, the
Administrative Agent shall make payments directly to Tranche 1 or Tranche 2
Banks on account of deemed participations purchased by them in accordance with
Section 3.03(b) hereof and shall deliver summary statements reflecting such
deemed participations.

                  2.05 Defaulting Banks.

                  (a) A Tranche 2 Bank who fails to pay the Administrative Agent
its Pro Rata Share of any Loans (including Agent Advances) made available by the
Administrative Agent on such Tranche 2 Bank's behalf, or who fails to pay any
other amount owing by it to the Administrative Agent or any Issuing Bank
(including, without limitation, under Section 3.06), is a "Defaulting Bank." The
Administrative Agent may recover all such amounts owing by a Defaulting Bank on
demand. If the Defaulting Bank does not pay such amounts on the Administrative
Agent's demand, the Administrative Agent shall promptly notify the Company and
the Company shall pay such amounts within five Business Days. In addition, the
Defaulting Bank or the Company, as the case may be in accordance with the two
immediately preceding sentences, shall pay the Administrative Agent interest on
such amount for each day from the date it was made available by the
Administrative Agent to the Company to the date it is recovered by the
Administrative Agent at a rate per annum equal to (x) the overnight Federal
Funds Rate, if paid by the Defaulting Bank, or (y) the then applicable rate of
interest calculated under Section 4.01, if paid by the Company. Nothing herein
shall be deemed to relieve any Tranche 2 Bank from its obligation to fulfill its
commitments hereunder or to prejudice any rights which the Company may have
against any Tranche 2 Bank as a result of any default by such Tranche 2 Bank
hereunder, including, without limitation, the right of the Company to seek
reimbursement from any Defaulting Bank for any amounts paid by the Company under
clause (y) above on account of such Defaulting Bank's default.

                  (b) The failure of any Tranche 2 Bank to fund its Pro Rata
Share of any Loan (including Agent Advances) shall not relieve any other Tranche
2 Bank of its obligation to fund its Pro Rata Share of such Loan. Conversely, no
Tranche 2 Bank shall be responsible for the failure of another Tranche 2 Bank to
fund its Pro Rata Share of a Loan.

                  (c) Notwithstanding anything contained herein to the contrary,
so long as any Tranche 2 Bank shall be in default in its obligation to fund its
Pro Rata Share of any Loan or shall have rejected its Commitment, then such
Tranche 2 Bank shall not be entitled to receive any payments of principal of or
interest on the Loans or its share of any Commitment or other fees payable
hereunder, and for purposes of voting or consenting to matters with respect to
the Loan Documents, such Tranche 2 Bank shall be deemed not to be a "Bank" or
"Tranche 2 Bank" hereunder, the combined Commitments of all the Banks and the
combined Commitments of the

                                       37
<PAGE>

Tranche 2 Banks then in effect shall be reduced by an amount equal to such
Tranche 2 Bank's Commitment and such Tranche 2 Bank's Commitment shall be deemed
to be zero (0), unless and until (x) (i) the Loans and all interest thereon and
all fees and other amounts owing under the Loan Documents (other than amounts
owing to such Tranche 2 Bank) have been paid in full in cash and (ii) the L/C
Obligations shall have been repaid in full in cash and/or collateralized in full
in cash in such manner and order as shall be determined by the Administrative
Agent, (y) such failure to fulfill its obligation to fund is cured and such
Tranche 2 Bank shall have paid, as and to the extent provided in this Section
2.05, to the applicable party, if any, interest on the amount of funds that such
Tranche 2 Bank failed to timely fund or (z) in respect of receiving payments but
not in respect of voting or consenting, the Obligations under this Agreement
shall have been declared or shall have become immediately due and payable. No
Commitment of any Bank shall be increased or otherwise affected by any such
failure or rejection by any Tranche 2 Bank. Any payments of principal or
interest which would, but for this paragraph, be paid to any Tranche 2 Bank, and
which shall have been reimbursed by the Company to the Administrative Agent
pursuant to Section 2.05(a), shall be paid to the Tranche 2 Banks who shall not
be in default under their respective Commitments and who shall not have rejected
any Commitment and to the Tranche 1 Banks to the extent of any participation in
Loans purchased by them pursuant to Section 3.03(b), for application to the
Loans or to provide cash collateral in such manner and order as shall be
determined by the Administrative Agent.

                  2.06 Mandatory Payment; Reduction of Commitments.

                  (a) In the event that (i) the Effective Amount of all Loans
then outstanding exceeds the lesser of (x) $50,000,000 and (y) the combined
Commitments then in effect or (ii) the Effective Amount of all Loans then
outstanding plus the Effective Amount of all L/C Obligations plus the Effective
Amount of all Outstanding Eligible LOIs exceeds the lesser of (x) the combined
Commitments then in effect and (y) the Borrowing Base, then the Loans (subject
to the third sentence of Section 2.06(c)) shall be immediately due and payable
in the amount of such excess without the necessity of any demand, provided that
if there shall be no Loans then outstanding, the Company shall Cash
Collateralize outstanding Letters of Credit and Outstanding Eligible LOIs as
provided in Section 2.06(d) in an amount equal to such excess.

                  (b) The Company shall repay Loans to the extent necessary to
ensure that during the year 2002, there is a consecutive thirty (30) day period
in which no Loans are outstanding.

                  (c) On the Facility Expiry Date, the Commitment of each Bank
shall automatically reduce to zero and may not be reinstated. The Company may
reduce or terminate either the Tranche 1 Commitments or the Tranche 2
Commitments, or a combination thereof, at any time and from time to time in
whole or in part upon at least five (5) Business Days' notice to the
Administrative Agent (a "Voluntary Reduction"). Each such Voluntary Reduction
must be in an amount not less than $5,000,000 (and in increments of $1,000,000
in excess thereof), provided, that the amount of each such Voluntary Reduction
may not (x) reduce the combined Commitments to an amount less than the sum of
(i) the Effective Amount of the Loans plus (ii) the Effective Amount of all L/C
Obligations plus (iii) the Effective Amount of all Outstanding Eligible LOIs
less, in the case of a Voluntary Reduction of the combined Commitments to zero,
the amount of Letters of Credit and Outstanding Eligible LOIs which are Cash
Collateralized in accordance with Section 2.06(d) or (y) reduce the combined
Commitments of the Tranche 2

                                       38
<PAGE>

Banks to an amount less than the Effective Amount of the Loans. Once reduced, no
portion of the Commitments may be reinstated.

                  (d) If any Letter of Credit is outstanding or there exists any
Outstanding Eligible LOIs upon (i) the termination of the combined Commitments,
or (ii) if at any time there shall be any Loans, interest thereon or commitment
fees, Standby Letter of Credit fees, or Commercial Letter of Credit fees
outstanding and unpaid and the L/C Obligations shall be greater than the lesser
of (x) the Borrowing Base and (y) the combined Commitments, the Company shall
deposit with the Administrative Agent, for the ratable benefit of the Banks,
Cash and/or, with respect to clause (i) above only, with the approval of the
Administrative Agent in its sole discretion, standby letters of credit (other
than Standby Letters of Credit) issued in favor of the Administrative Agent for
the benefit of the Banks by a financially sound financial institution reasonably
acceptable to the Administrative Agent, in the amount of all such Letters of
Credit outstanding and Outstanding Eligible LOIs upon such termination or the
amount of such excess L/C Obligations and Outstanding Eligible LOIs, as the case
may be, which Cash shall be held as collateral in an interest bearing account on
terms satisfactory to the Administrative Agent.

                  2.07 Maintenance of Loan Account; Statements of Account. The
Administrative Agent shall maintain an account on its books in the name of the
Company (the "Loan Account") in which the Company will be charged with all loans
and advances made by the Banks to the Company or for the Company's account,
including the Loans and all L/C Obligations, the Fees, the Expenses and any
other Obligations. The Loan Account will be credited with all amounts received
by the Administrative Agent from the Company or from others for the Company's
account, on the date received provided such amounts are received by no later
than 3:00 p.m. (New York City time), and on the next Business Day if received
after such time. In no event shall prior recourse to any Collateral be a
prerequisite to the Administrative Agent's right to demand payment of any
Obligation upon its maturity. After the end of each month, the Administrative
Agent shall send the Company a statement accounting for the charges, loans,
advances and other transactions occurring among and between the Administrative
Agent, the Banks and the Company during that month. The monthly statements
shall, absent manifest error, be an account statement, which is final,
conclusive and binding on the Company; provided, however, that in respect of
Expenses that are, by the express terms of this Agreement required to be
reasonable, the Company reserves the right to assert that unreasonable Expenses
should not be so reimbursed.

                  2.08 Payment Procedures. Payments of interest, Fees and
Expenses shall be made not later than 2:00 p.m. (New York City time), on the day
when due, in immediately available Dollars, to the Administrative Agent at its
address provided pursuant to Section 11.02 of this Agreement. The Company hereby
authorizes the Administrative Agent to charge the Loan Account or any other
deposit account of the Company with the Administrative Agent with the amount of
all payments to be made hereunder and under the other Loan Documents, including
all Fees and Expenses, as and when such payments become due. The Company's
obligations to the Banks with respect to such payments shall be discharged by
making such payments to the Administrative Agent pursuant to this Section or by
charging the Loan Account or such other deposit account.

                                       39
<PAGE>

                  2.09 Cash Management System. The Company shall during the term
of this Agreement maintain the existing cash management system including its
network of Lockbox, Collection Deposit Account and Concentration Account
pursuant to the Collection Bank Agreement and the Concentration Bank Agreement.

                  2.10 Application of Payments. All amounts received shall be
credited to the Loan Account for application to the Obligations in the following
order: first, to the payment of any Fees, Expenses or other Obligations due and
payable to the Collateral Agent and the Administrative Agent under any of the
Loan Documents, excluding Agent Advances; second, to the payment of interest due
on any Agent Advances and other amounts which have not been reimbursed to the
Administrative Agent by the Tranche 2 Banks; third, to the payment of principal
of Agent Advances; fourth, to the payment of any Fees, expenses or other
Obligations due and payable to the Issuing Banks under any of the Loan
Documents; fifth, to the ratable payment of any Fees, expenses or other
Obligations due and payable to the Banks under any of the Loan Documents other
than those Obligations specifically referred to in this Section 2.10; sixth, to
the ratable payment of interest due on the Loans; seventh, to the ratable
payment of principal due on the Loans; and eighth, to the Cash Collateralization
of outstanding Letters of Credit and Outstanding Eligible LOIs in such manner
and order as shall be determined by the Administrative Agent. Any payment
received hereunder as a distribution in any proceeding referred to in Section
9.01(f) or (g) shall, unless paid with respect to amounts specifically owing to
the Administrative Agent or any Issuing Bank, be distributed and applied to the
payment of the amounts due hereunder and under the Notes ratably in accordance
with such amounts (or, if a court of competent jurisdiction shall otherwise
specify, as specified by such court).


                                  ARTICLE III.

                                LETTERS OF CREDIT

                  3.01 Issuance of Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations and
warranties of the Company set forth herein, each Issuing Bank shall issue
Letters of Credit hereunder at the request of the Company and for its account,
as more specifically described below. No Issuing Bank shall, in the case of
clauses (a) and (b) be permitted to, and in the case of clauses (c) and (d) be
obligated to, issue any Letter of Credit for the account of the Company if at
the time of such requested Issuance:

                  (a) the Effective Amount of all L/C Obligations plus the
Effective Amount of all Outstanding Eligible LOIs plus the Effective Amount of
all Loans exceeds the lesser of the combined Commitments then in effect and the
Borrowing Base then in effect, or the participation (after giving effect to the
provisions of Section 3.03(b) hereof as if a Trigger Event has occurred and is
continuing) of any Bank in the Effective Amount of all L/C Obligations plus the
Effective Amount of the Loans of such Bank exceeds such Bank's Commitment;

                  (b) the aggregate face amount of all Standby Letters of Credit
issued for any purpose other than for the purchase of Petroleum Inventory is at
any time in excess of $50,000,000;

                                       40
<PAGE>

                  (c) Any order, judgment or decree of any Governmental
Authority or arbitrator shall purport by its terms to enjoin or restrain such
Issuing Bank from issuing such Letter of Credit or any Requirements of Law
applicable to such Issuing Bank or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over
such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from,
the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon such Issuing Bank with respect to such Letter of
Credit any restriction or reserve or capital requirement (for which such Issuing
Bank is not otherwise compensated) not in effect as of the Effective Date, or
any unreimbursed loss, cost or expense which was not applicable, in effect or
known to such Issuing Bank as of the Effective Date and which such Issuing Bank
deems in good faith to be material to it; or

                  (d) A default of any Bank's obligations to fund under Section
3.05 exists, or such Bank is a Defaulting Bank under Section 2.05, unless such
Issuing Bank has entered into satisfactory arrangements with the Company to
eliminate such Issuing Bank's risk with respect to such Bank, including Cash
Collateralization of such Bank's Pro Rata Share of the L/C Obligations in such
manner and order as the Administrative Agent shall determine.

                  3.02 Terms of Letters of Credit; Existing Letters of Credit.

                  (a) The Letters of Credit shall be in a form customarily
Issued by the Issuing Bank or in such other form as has been approved by such
Issuing Bank and shall be payable only (i) in U.S. Dollars and (ii) upon
presentation of a demand by the beneficiary thereof accompanied by the required
documentation in compliance with the terms and conditions of each such Letter of
Credit. At the time of Issuance the terms and conditions of each Letter of
Credit shall be subject to approval by the Issuing Bank and the Company. In no
event may the term of (i) any Standby Letter of Credit issued hereunder to
purchase Inventory exceed 120 days (except that such Letters of Credit may
provide for automatic renewal), (ii) any other Standby Letter of Credit exceed
one year (except that such Letters of Credit may provide for automatic
extensions for periods of up to one year) or (iii) the term of any Commercial
Letter of Credit exceed 90 days, and all Letters of Credit issued hereunder
shall expire no later than the date that is three (3) calendar days prior to the
Facility Expiry Date. Any Letter of Credit containing an automatic renewal
provision shall also contain a provision pursuant to which, notwithstanding any
other provisions thereof, it shall expire no later than the date that is, with
respect to Standby Letters of Credit, three (3) Business Days prior to the
Facility Expiry Date and, with respect to Commercial Letters of Credit, fifteen
(15) calendar days prior to the Facility Expiry Date, and a provision pursuant
to which the Issuing Bank may, by notice to the beneficiary of such Letter of
Credit at least thirty days (30) prior to the expiration of its term, elect not
to renew such Letter of Credit for an additional term.

                  (b) All outstanding letters of credit issued under the
Existing Credit Agreement and set forth on Schedule 3.02 shall be deemed issued
hereunder and shall be, for all purposes, Letters of Credit hereunder.

                                       41
<PAGE>

                  3.03 Banks' Participation.

                  (a) Subject to Section 3.03(b) below, immediately upon and
following the Issuance or amendment by the Issuing Bank of any Letter of Credit
in accordance with the procedures set forth in Section 3.01, each Bank shall be
deemed to have irrevocably and unconditionally purchased and received from the
Issuing Bank, without recourse or warranty, an undivided interest and
participation to the extent of such Bank's Pro Rata Share in the liability with
respect to such Letter of Credit (including, without limitation, all obligations
of the Company with respect thereto, other than amounts owing to the Issuing
Bank consisting of Issuing Bank Fees) and any security therefor or guaranty
pertaining thereto.

                  (b) Upon the occurrence of and during the continuation of a
Trigger Event and notwithstanding the provisions of Section 3.03(a) above, if
any Loans are outstanding, (x) each Tranche 1 Bank shall be deemed to have
irrevocably (until such Trigger Event is cured or waived) and unconditionally
purchased (at par) and received, without recourse or warranty, an undivided
interest and participation in the liability with respect to all Loans
(including, without limitation, all obligations of the Company with respect
thereto) and any security therefor or guaranty pertaining thereto to the extent
required for each Tranche 1 Bank to have its Pro Rata Share of such Loans and
(y) each Bank's Pro Rata Share of each outstanding Letter of Credit shall be
reallocated in accordance with the definition of "Pro Rata Share." If there are
any outstanding Loans, the Tranche 1 Banks shall pay to the Administrative Agent
such amounts as are necessary in accordance with this subsection 3.03(b) for
ratable distribution to the Tranche 2 Banks. If there are any outstanding
unreimbursed Letters of Credit, the Tranche 2 Banks shall pay to the
Administrative Agent such amounts as are necessary in accordance with this
subsection 3.03(b) for ratable distribution to the Tranche 1 Banks. Upon the
cure or waiver of all outstanding Trigger Events, the Banks shall sell back the
interest and participation purchased as aforesaid and, if there are any
outstanding Loans, the Tranche 2 Banks shall repay to the Administrative Agent
for ratable distribution to the Tranche 1 Banks all such amounts as are
necessary to reflect the applicable Pro Rata Shares in the absence of a Trigger
Event.

                  3.04 Notice of Issuance.

                  (a) Whenever the Company desires the Issuance of a Letter of
Credit, the Company shall deliver to the Administrative Agent an L/C Request,
substantially in the form attached to this Agreement as Exhibit A-2, not later
than 2:00 p.m. (New York City time), at least one (1) Business Day (or such
shorter period as may be agreed to by the Administrative Agent) in advance of
the proposed date of Issuance. Upon receipt of an L/C Request, the
Administrative Agent shall pass on the request to the Issuing Bank indicating
its approval to issue the requested Letter of Credit by adding its signature to
the L/C Request. If required to do so by the Issuing Bank, the Company shall
provide the Issuing Bank with such Issuing Bank's letter of credit application.
The transmittal by the Company of each L/C Request shall be deemed to be a
representation and warranty by the Company that the Letter of Credit may be
Issued in accordance with and will not violate any of the requirements of
Section 3.01. Prior to the Issuance of each Letter of Credit, the Company shall
provide to the applicable Issuing Bank a precise description of the documents
and the text of any certificate to be presented by the beneficiary of such
Letter of Credit which, if presented by such beneficiary on or prior to the
expiration date of the Letter of Credit, would require such Issuing Bank to make
payment under

                                       42
<PAGE>

the Letter of Credit. The Issuing Bank, in its reasonable judgment, may require
changes in any such documents and certificates. No Commercial Letter of Credit
shall require payment against a conforming document to be made thereunder prior
to the second Business Day (under the laws of the jurisdiction of the Issuing
Bank) after the date on which such document is presented, together with all
documents and/or certificates required to be presented in connection therewith
under the terms of the applicable Letter of Credit. A L/C Request and/or letter
of credit application may be given in writing or electronically and, if
requested by the Administrative Agent or the applicable Issuing Bank, with
prompt confirmation in writing. Any electronic L/C Request or letter of credit
application shall be deemed to have been prepared by, or under the supervision
of a Responsible Officer of the Company. In the event of any conflict between
the terms and conditions of any letter of credit application and this Agreement,
the terms and conditions of this Agreement will govern.

                  (b) When the Administrative Agent is not the Issuing Bank for
all Letters of Credit, then the other Issuing Banks are to send to the
Administrative Agent no later than 12:00 noon on each business day, by facsimile
transmission, their daily aggregate stated amount of Standby and Commercial
Letters of Credit balances for the previous day. With regard to Standby Letters
of Credit, in addition to the daily report, the other Issuing Banks shall
promptly, after the Issuance of or amendment to any Standby Letter of Credit,
deliver to the Administrative Agent copies of any such issuance or amendment.
The Administrative Agent shall, upon receiving reports from other Issuing Banks
regarding Standby Letters of Credit, notify each Bank of the daily aggregate
outstandings for Standby Letters of Credit. The Agent shall deliver to each Bank
upon each calendar month end and concurrently with each Letter of Credit fee
payment a report setting forth for such period the daily aggregate stated amount
available to be drawn under Standby and Commercial Letters of Credit issued by
all Issuing Banks during such period.

                  3.05 Payment of Amounts Drawn Under Letters of Credit. In the
event of any drawing under any Letter of Credit by the beneficiary thereof, the
applicable Issuing Bank shall notify the Administrative Agent, which shall
notify the Company of such draw, not later than 11:00 a.m. (New York City time),
on the day on which the Issuing Bank intends to honor such drawing. Unless the
Company shall, at the time of such drawing, have posted funds with such Issuing
Bank sufficient to reimburse such drawing in full in Cash, the Company will be
deemed to have concurrently given a Notice of Borrowing to the Administrative
Agent for Prime Rate Loans in the amount of and at the time of such drawing.
Subject to satisfaction or waiver of the conditions specified in Article 5 and
the other terms of and conditions to Borrowing contained herein, the Tranche 2
Banks shall be obligated, on the date such drawing is honored, to make Loans in
the amount of such drawing, the proceeds of which shall be applied directly by
the Administrative Agent to reimburse the applicable Issuing Bank for the amount
of such drawing or payment. If for any reason, proceeds of such Loans are not
received by such Issuing Bank on such date in an amount equal to the amount of
such drawing, the Company shall be obligated to and shall reimburse such Issuing
Bank, on the Business Day (under the laws of the jurisdiction of the Issuing
Bank) immediately following the date of such drawing, in an amount in
immediately available funds equal to the excess of the amount of such drawing
over the amount of such Loans, if any, which are so received, plus accrued
interest on such amount at the rate set forth in Section 4.01 of this Agreement.

                                       43
<PAGE>

                  3.06 Payment by Banks. If Loans are not made in an amount
sufficient to reimburse the applicable Issuing Bank in full for the amount of
any draw, the Administrative Agent shall promptly notify each Bank of the
unreimbursed amount of such drawing and of such Bank's respective participation
therein. Each Bank shall make available to the Administrative Agent for the
benefit of the applicable Issuing Bank an amount equal to such Bank's respective
participation in immediately available funds, not later than 1:00 p.m. (New York
City time), on the Business Day (under the laws of the jurisdiction of the
Issuing Bank) after the date notified by the Administrative Agent. In addition,
in the event that any Bank fails to make available to the Administrative Agent
the amount of any such Bank's participation in such L/C Obligation as provided
in this Section 3.06, the Administrative Agent may, but shall not be obligated
to, fund the amount of such Defaulting Bank's participation in such Letter of
Credit and recover such amount on demand from such Defaulting Bank in accordance
with Section 2.05 of this Agreement. In the event that any Bank fails to make
available to the Administrative Agent the amount of such Bank's participation in
such Letter of Credit as provided in this Section 3.06, and the Administrative
Agent does not elect to fund to the Issuing Bank such Defaulting Bank's
participation in such Letter of Credit, the Issuing Bank shall be entitled to
recover such amount on demand from such Bank together with interest at the
Federal Funds Rate for the first three Business Days while such amount remains
unpaid and thereafter at the Prime Rate. The Administrative Agent shall
distribute to each other Bank which has paid all amounts payable by it under
this Section 3.06 with respect to any Letter of Credit Issued by the applicable
Issuing Bank such other Bank's Pro Rata Share of all payments subsequently
received by the Administrative Agent from the Company in reimbursement of
drawings honored by the Issuing Bank under such Letter of Credit when such
payments are received.

                  3.07 Nature of Issuing Bank's Duties. In determining whether
to pay under any Letter of Credit, the applicable Issuing Bank shall be
responsible only to determine that the documents and certificates required to be
delivered under that Letter of Credit have been delivered and that they comply
on their face with the requirements of that Letter of Credit. As among the
Company, any Issuing Bank and each other Bank, the Company assumes all risks of
the acts and omissions of such Issuing Bank (except to the extent that it is
finally judicially determined that such acts or omissions were the result of
such Issuing Bank's gross negligence or willful misconduct as determined by a
court of competent jurisdiction) or misuse of the Letters of Credit by the
respective beneficiaries of such Letters of Credit. In furtherance and not in
limitation of the foregoing, neither the Administrative Agent, any Issuing Bank
nor any of the other Banks shall be responsible (i) for the form, validity,
sufficiency, accuracy, genuineness or legal effects of any document submitted by
any party in connection with the application for and Issuance of or any drawing
honored under such Letters of Credit even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged,
(ii) for the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign any such Letter of Credit, or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason, (iii) for failure of the beneficiary
of any such Letter of Credit to strictly comply with conditions required in
order to draw upon such Letter of Credit, (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, facsimile or otherwise, whether or not they be in
cipher, (v) for errors in interpretation of technical terms, (vi) for any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under any such Letter of Credit, or of the proceeds thereof,
(vii) for the misapplication by the beneficiary of any

                                       44

<PAGE>

such Letter of Credit of the proceeds of any drawing honored under such Letter
of Credit, and (viii) for any consequences arising from causes beyond the
control of such Issuing Bank, the Administrative Agent or the other Banks. The
Issuing Bank shall not be obligated to and shall not pay against any
non-conforming documents presented to it in connection with any Letters of
Credit without the prior written consent of the Company. None of the above shall
affect, impair, or prevent the vesting of any of the Issuing Bank's rights or
powers hereunder. Any action taken or omitted to be taken by the Issuing Bank
under or in connection with any Letter of Credit, if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for the
Issuing Bank any liability to the Company, the Administrative Agent or any Bank.

                  3.08 Obligations Absolute. The obligations of the Company to
reimburse the Issuing Bank for drawings honored under the Letters of Credit and
the obligations of the Banks under Section 3.06 shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including, without limitation, the following
circumstances:

                  (a) any lack of validity or enforceability of any Letter of
Credit;

                  (b) the existence of any claim, setoff, defense or other right
which the Company or any Affiliate of the Company may have at any time against a
beneficiary or any transferee of any Letter of Credit (or any Persons or
entities for whom any such beneficiary or transferee may be acting), the
applicable Issuing Bank, any Bank or any other Person, whether in connection
with this Agreement, the transactions contemplated herein or any unrelated
transaction;

                  (c) any draft, demand, certificate or any other documents
presented under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect;

                  (d) the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Loan Documents;

                  (e) payment by the Issuing Bank under any Letter of Credit
against presentation of a demand, draft or certificate or other document which
does not comply with the terms of such Letter of Credit;

                  (f) failure of any drawing under a Letter of Credit or any
nonapplication or misapplication by the beneficiary of the proceeds of any
drawing; or

                  (g) the fact that a Default or an Event of Default shall have
occurred and be continuing;

provided, however, that the Company shall have no obligation to reimburse any
Issuing Bank, and the Banks shall have no obligation under Section 3.06, in the
event of such Issuing Bank's willful misconduct or gross negligence in
determining whether documents presented under the Letter of Credit comply with
the terms of such Letter of Credit.

                  3.09 Uniform Customs and Practice and Uniform Commercial Code.
The Uniform Customs and Practice for Documentary Credits as published by the
International

                                       45
<PAGE>

Chamber of Commerce ("UCP") most recently at the time of Issuance of any Letter
of Credit shall (unless otherwise expressly provided in the Letters of Credit)
apply to the Letters of Credit. Without limiting the foregoing, to the extent
not addressed in the UCP, the UCC shall (unless otherwise expressly provided in
the Letters of Credit) apply to the Letters of Credit.


                                  ARTICLE IV.

                        INTEREST, FEES AND EXPENSES, ETC.

                  4.01 Interest on Prime Rate Loans. Subject to the provisions
of Section 4.03, interest on Prime Rate Loans shall be payable monthly in
arrears on the second Business Day of each month at an interest rate per annum
equal to the Prime Rate plus the Applicable Margin calculated for the relevant
period for which payment is required to be made. In the event of any change in
said Prime Rate, the rate under this Section 4.01 shall change, effective as of
the day the Prime Rate changes. Each determination by the Agent of an interest
rate under this Section 4.01 shall be conclusive and binding for all purposes,
absent manifest error.

                  4.02 Interest on Eurodollar Rate Loans. Subject to the
provisions of Section 4.03, interest on Eurodollar Rate Loans shall be payable
(a) on the last day of each month with respect to such Eurodollar Rate Loan, (b)
at the date of conversion of such Eurodollar Rate Loan (or a portion thereof) to
a Prime Rate Loan and (c) at maturity of such Eurodollar Rate Loan at an
interest rate per annum during the Interest Period in effect for such Eurodollar
Rate Loan equal to the Adjusted Eurodollar Rate for such Interest Period for
such Eurodollar Rate Loan plus the Applicable Margin calculated for the relevant
period for which payment is required to be made. The Administrative Agent upon
determining the Adjusted Eurodollar Rate for any Interest Period shall promptly
notify the Company and the Banks by telephone (confirmed promptly in writing) or
in writing thereof. Each determination by the Administrative Agent of an
interest rate under this Section 4.02 shall be conclusive and binding for all
purposes, absent manifest error.

                  4.03 Interest After Event of Default. Upon the occurrence and
during the continuation of an Event of Default resulting from the failure of the
Company to make any payment of principal or interest as provided in Section
9.01(a), or after notice is delivered to Company of the occurrence of any other
Event of Default, and at all times thereafter until the earlier of the date upon
which (i) all Obligations have been paid and satisfied in full or (ii) such
Event of Default shall no longer be continuing, interest on overdue principal on
the Loans and to the extent permitted by law, overdue interest in respect of
such Loans, shall be payable on demand at a rate per annum equal to the rate at
which such Loans would bear interest pursuant to Sections 4.01 and 4.02 above,
as the case may be, plus two percent (2.00%). In the event of any change in said
applicable interest rate, the rate under this Section 4.03 shall change,
effective as of the day the applicable interest rate changes, so as to remain
two percent (2.00%) above the then applicable interest rate.


                                       46
<PAGE>

                  4.04 Reimbursement of Expenses.

                  (a) From and after the Effective Date, the Company shall
reimburse BT within five (5) Business Days after demand (subject to Section
5.01(e)) (and the Administrative Agent is entitled to charge the Loan Account)
for all reasonable Expenses of BT incurred by BT and upon receipt of invoices
therefor and, if requested by the Company, such reasonable backup materials and
information as the Company shall reasonably request.

                  (b) The Company shall promptly reimburse the Agents and the
Banks (and the Administrative Agent is entitled to charge the Loan Account) upon
furnishing of an invoice for all costs and Expenses incurred by them in
connection with the enforcement, attempted enforcement or preservation of any
rights or remedies under any Loan Document and in connection with any workout,
restructuring, renegotiation or refinancing of the Loans and the other
Obligations under the Agreement and the other Loan Documents.

                  4.05 Commitment Fees and Certain Other Fees.

                  (a) The Company shall pay to the Administrative Agent, for
distribution in accordance with the terms thereof, all fees payable to each
applicable Person as required by (i) the letter agreement among the Company, DB
and BT and (ii) the letter agreement among the Company, DB, BT, Fleet and TD,
both of which are dated July 19, 2001 (the "Fee Letters").

                  (b) The Company shall pay to the Administrative Agent for the
account of each Tranche 2 Bank a commitment fee on the daily unused portion
(whether or not available to be used) of such Bank's Tranche 2 Commitment as set
forth in Schedule 1.01(a) to this Agreement, as such Commitment may be increased
or reduced hereunder, for the period commencing on the Effective Date and
continuing thereafter, and computed on a daily basis on the first Business Day
of each month for the preceding calendar month by the Administrative Agent,
based on an amount equal to the daily unused portion of such Bank's Tranche 2
Commitment for each day times the applicable rate per annum that is derived from
the Commitment Fee Rate for each such day. Except as set forth above, such
commitment fee shall accrue from the Effective Date to the Facility Expiry Date
and shall be due and payable monthly in arrears upon calculation by the
Administrative Agent and such fees shall be charged to the Loan Account in
accordance with Section 2.08; provided that, in connection with any termination
of Commitments under Section 2.06, the accrued commitment fee calculated for the
period ending on such date shall also be paid on the date of such termination.
The commitment fees provided in this Section shall accrue at all times after the
above-mentioned Effective Date, including at any time during which one or more
conditions in Article V are not met.

                  (c) The Company shall pay to the Administrative Agent for the
account of each Tranche 1 Bank (i) a per annum fee equal to the aggregate
Commitments of the Tranche 1 Banks multiplied by the Applicable L/C Margin as
set forth on the Pricing Grid, and (ii) a per annum fee equal to the aggregate
Commitments of the Tranche 1 Banks multiplied by .0003. Each fee set forth above
shall accrue from the Effective Date to the Facility Expiry Date and shall be
due and payable on a monthly basis in arrears upon calculation by the
Administrative Agent as of the first Business Day of each calendar month for the
preceding month, and such fees shall be charged to the Loan Account in
accordance with Section 2.08; provided that, in connection with

                                       47
<PAGE>

any termination of Commitments under Section 2.06, the accrued fees under this
subsection (c) shall be calculated for the period ending on such date and shall
also be paid on the date of such termination. The fees provided in this Section
shall accrue at all times after the above-mentioned Effective Date, including at
any time during which one or more conditions in Article V are not met.

                  (d) Upon the occurrence and during the continuation of an
Event of Default resulting from the failure of Company to make any payment of
principal or interest as provided in Section 9.01(a), or after notice is
delivered to Company of the occurrence of any other Event of Default, and at all
times thereafter until the earlier of the date upon which (i) all Obligations
have been paid and satisfied in full in cash (including any required Cash
Collateralization) or (ii) such Event of Default shall no longer be continuing,
as the case may be, the fees payable pursuant to Section 4.05(c)(i) shall be
increased by two percent (2.00%).

                  4.06 Letter of Credit Fees.

                  (a) The Company shall pay to the Administrative Agent for the
account of each Tranche 2 Bank, a Letter of Credit fee (i) with respect to
Standby Letters of Credit in an amount equal to the product of (A) the
applicable rate per annum that is derived from the Applicable Margin for Letters
of Credit calculated for the relevant period for which payment is required to be
made times (B) the average daily maximum amount available to be drawn under such
Tranche 2 Bank's Pro Rata portion of Standby Letters of Credit while
outstanding, and (ii) with respect to Commercial Letters of Credit in an amount
equal to the product of (A) the applicable rate per annum that is derived from
the Applicable Margin for Letters of Credit calculated for the relevant period
for which payment is required to be made times (B) the average daily maximum
amount available to be drawn under such Tranche 2 Bank's Pro Rata portion of
Commercial Letters of Credit while outstanding, in each case computed on the
first Business Day of each calendar month for the preceding month based upon
Letters of Credit outstanding for that month as calculated by the Administrative
Agent. Such Letter of Credit fees shall be due and payable monthly in arrears
upon calculation by the Administrative Agent and such amounts shall be charged
to the Loan Account in accordance with Section 2.08. Solely for purposes of
determining fees payable in connection with the outstanding Letters of Credit
issued under the Existing Credit Agreement, such Letters of Credit shall be
considered as if they were issued on the Effective Date; it being understood
that the fronting fees with respect to such Letters of Credit have been paid.

                  (b) The Company shall pay to each Issuing Bank a Letter of
Credit fronting fee for all Letters of Credit Issued by such Issuing Bank equal
to 0.15% per annum of the average daily maximum amount available to be drawn
under all such Letters of Credit while outstanding Issued by such Issuing Bank,
computed on the first Business Day of each month for the preceding month based
upon Letters of Credit outstanding for that month as calculated by the
applicable Issuing Bank. Such fronting fees shall be due and payable monthly in
arrears, and such amounts shall be charged to the Loan Account by the
Administrative Agent upon the written instructions of the Company.

                  (c) The Company shall pay to each Issuing Bank from time to
time on demand, upon the furnishing of an invoice therefor, the normal issuance,
payment, amendment and other

                                       48
<PAGE>

processing fees and commissions, and other standard costs and charges, of such
Issuing Bank relating to Letters of Credit Issued by such Issuing Bank as from
time to time in effect (the "Issuing Bank Fees").

                  (d) Upon the occurrence and during the continuation of an
Event of Default resulting from the failure of Company to make any payment of
principal or interest as provided in Section 9.01(a), or after notice is
delivered to Company of the occurrence of any other Event of Default, and at all
times thereafter until the earlier of the date upon which (i) all Obligations
have been paid and satisfied in full in cash (including any required Cash
Collateralization) or (ii) such Event of Default shall no longer be continuing,
as the case may be, the applicable Letter of Credit Fees payable on overdue
amounts on demand pursuant to Section 4.06(a) shall be increased by two percent
(2.00%).

                  4.07 Special Provisions Relating to Eurodollar Rate Loans.

                  (a) Continuation. With respect to any Borrowing consisting of
Eurodollar Rate Loans, the Company may (so long as no Default or Event of
Default has occurred and is continuing) unless otherwise agreed to by the
Majority Banks, subject to the provisions of Section 4.07(c), elect to maintain
such Borrowing or any portion thereof as consisting of Eurodollar Rate Loans by
selecting a new Interest Period for such Borrowing, which new Interest Period
shall commence on the last day of the immediately preceding Interest Period.
Each selection of a new Interest Period shall be made by the giving of a Notice
of Continuation not later than 5:00 p.m. (New York City time), on the third
Business Day prior to the date of any such continuation relating to Eurodollar
Rate Loans, by the Company to the Administrative Agent. Such Notice of
Continuation by the Company shall be by telephone or facsimile transmission, and
if by telephone, promptly confirmed in writing, in each case specifying (i) the
date of such continuation, (ii) the aggregate amount of Loans subject to such
continuation and (iii) the duration of the selected Interest Period. The Company
may elect to maintain more than one Borrowing consisting of Eurodollar Rate
Loans by combining such Borrowings into one Borrowing and selecting a new
Interest Period pursuant to this Section 4.07(a); provided, however, that each
of the Borrowings so combined shall consist of Loans having Interest Periods
ending on the same date. If the Company shall fail to select a new Interest
Period for any Borrowing consisting of Eurodollar Rate Loans in accordance with
this Section 4.07(a), such Loans will automatically on the last day of the then
existing Interest Period therefor, convert into Prime Rate Loans.

                  (b) Conversion. The Company may on any Business Day (so long
as no Default or Event of Default has occurred and is continuing) unless
otherwise agreed to by the Majority Banks, upon the giving of a Notice of
Conversion given to the Administrative Agent, and subject to the provisions of
Section 4.07(c), convert the entire amount of or a portion of all Loans of one
Type comprising the same Borrowing into Loans of another Type; provided,
however, that any conversion of any Eurodollar Rate Loans into Prime Rate Loans
shall be made on, and only on, the last day of an Interest Period for such
Eurodollar Rate Loans and, upon conversion of any Prime Rate Loans into
Eurodollar Rate Loans, the Company shall pay accrued interest to the date of
conversions on the principal amount converted. Each such Notice of Conversion
shall be given not later than 1:00 p.m. (New York City time), on the day of any
proposed conversion into Prime Rate Loans and not later than 5:00 p.m. (New York
City time) on the third Business Day

                                       49
<PAGE>

prior to the date of any proposed conversion into Eurodollar Rate Loans. Subject
to the restrictions specified above, each Notice of Conversion shall be by
telephone or facsimile transmission and, if by telephone, promptly confirmed in
writing, in each case specifying (i) the requested date of such conversion, (ii)
the Type of Loans to be converted, (iii) the portion of such Type of Loan to be
converted, (iv) the Type of Loan such Loans are to be converted into and (v) if
such conversion is into Eurodollar Rate Loans, the duration of the Interest
Period of such Loan. Each conversion shall be in an aggregate amount for the
Loans of all Tranche 2 Banks of not less than $5,000,000 or in an integral
multiple of $1,000,000 in excess thereof. The Company may elect to convert the
entire amount of or a portion of all Loans of one Type comprising more than one
Borrowing into Loans of another Type by combining such Borrowings into one
Borrowing consisting of Loans of another Type; provided, however, that if the
Borrowings so combined consist of Eurodollar Rate Loans, such Loans shall have
Interest Periods ending on the same date.

                  (c) Certain Limitations on Eurodollar Rate Loans. The right of
the Company to maintain, select, continue or convert Eurodollar Rate Loans shall
be limited as follows:

                    (i) If the Administrative Agent is advised by BT that it is
               not offering U.S. dollar deposits (in the applicable amounts) in
               the London interbank market, or the Administrative Agent
               determines that adequate and fair means do not otherwise exist
               for ascertaining the Eurodollar Rate for Eurodollar Rate Loans
               comprising any requested Borrowing, continuation or conversion,
               the right of the Company to select or maintain Eurodollar Rate
               Loans for such Borrowing or any subsequent Borrowing shall be
               suspended until the Administrative Agent shall notify the Company
               and the Tranche 2 Banks that the circumstances causing such
               suspension no longer exist, and each Loan comprising such
               Borrowing shall be made as a Prime Rate Loan.

                    (ii) If the Tranche 2 Banks holding at least 51% of the
               Tranche 2 Commitments shall, at least one Business Day before the
               date of any requested Borrowing of, continuation of or conversion
               into a Eurodollar Rate Loan, notify the Administrative Agent that
               the Eurodollar Rate for Loans comprising such Borrowing,
               continuation or conversion will not adequately reflect the cost
               to such Tranche 2 Banks of making or funding their respective
               Loans for such Borrowing or conversion, or maintaining such
               continuation, the right of the Company to select or continue
               Eurodollar Rate Loans for such Borrowing, continuation or
               conversion shall be suspended until such Tranche 2 Banks shall
               notify the Company and Administrative Agent that the
               circumstances causing such suspension no longer exist, and each
               Loan comprising such Borrowing, continuation or conversion shall
               be made as a Prime Rate Loan.

                    (iii) If at any time any Tranche 2 Bank determines (which
               determination shall, absent manifest error, be conclusive and
               binding on all parties) that the making, continuation or
               conversion of any Loan as a Eurodollar Rate Loan has become
               unlawful or impermissible by reason of compliance by that Tranche
               2 Bank with any law, governmental rule, regulation or order of
               any Governmental Authority (whether or not having the force of
               law or would result in costs or penalties), then, and in any such
               event, such Tranche 2 Bank may give notice of that determination,
               in writing, to the Company and the Administrative Agent and the
               Administrative Agent shall promptly


                                       50
<PAGE>

               transmit the notice to each other Tranche 2 Bank. Until such
               Tranche 2 Bank gives notice otherwise, the right of the Company
               to select Eurodollar Rate Loans from that Tranche 2 Bank shall be
               suspended and each Eurodollar Rate Loan outstanding from that
               Tranche 2 Bank shall automatically and immediately convert to a
               Prime Rate Loan.

                    (iv) No Agent Advance shall be made as a Eurodollar Rate
               Loan.

                    (v) The right of the Company to select, continue or convert
               Eurodollar Rate Loans shall not be effective during the
               continuance of any Default or Event of Default unless otherwise
               agreed to by the Majority Banks.

                    (vi) There shall not be outstanding at any one time more
               than an aggregate of five (5) Loans which consist of Eurodollar
               Rate Loans.

                  (d) Compensation.

                    (i) Each Notice of Continuation and Notice of Conversion
               shall be irrevocable by and binding on the Company. In the case
               of any Borrowing, continuation or conversion that the related
               Notice of Borrowing, Notice of Continuation or Notice of
               Conversion specifies is to be comprised of Eurodollar Rate Loans,
               the Company shall indemnify each Bank against any loss, cost or
               expense incurred by such Bank as a result of any failure to
               fulfill, on or before the date for such Borrowing, continuation
               or conversion specified in such Notice of Borrowing, Notice of
               Continuation or Notice of Conversion, the applicable conditions
               set forth in Article 5 or, in the event such conditions are
               satisfied, the failure of the Company to make such Borrowing,
               including, without limitation, in each case any loss (excluding
               loss of anticipated profits), cost or expense incurred by reason
               of the liquidation or reemployment of deposits or other funds
               acquired by such Bank to fund the Loan to be made by such Bank as
               part of such Borrowing, continuation or conversion.

                    (ii) If any payment of principal of, or conversion or
               continuation of, any Eurodollar Rate Loan is made other than on
               the last day of the Interest Period for such Loan as a result of
               a payment, prepayment, conversion or continuation of such Loan or
               acceleration of the maturity of the Notes pursuant to Article 9
               of this Agreement or for any other reason, the Company shall,
               upon demand by any Bank (with a copy of such demand to the
               Administrative Agent), pay to the Administrative Agent for the
               account of such Bank any amounts required to compensate such Bank
               for any additional losses, costs or expenses which it may
               reasonably incur as a result of such payment, including, without
               limitation, any loss (excluding loss of anticipated profits),
               cost or expense incurred by reason of the liquidation or
               reemployment of deposits or other funds acquired by any Bank to
               fund or maintain such Loan.

                    (iii) Calculation of all amounts payable to a Bank under
               this Section 4.07(d) shall be made as though such Bank elected to
               fund all Eurodollar Rate Loans by purchasing U.S. dollar deposits
               in its Eurodollar Lending Office's interbank eurodollar market.


                                       51
<PAGE>


                  4.08 Indemnification in Certain Events.

                  (a) If after the Effective Date, either (i) any change in or
in the interpretation of any law or regulation is introduced, including, without
limitation, with respect to reserve requirements, applicable to BT, any Bank or
any Affiliate controlling any Bank, or (ii) a Bank or an Affiliate controlling a
Bank complies with any future guideline or request from any central bank or
other Governmental Authority and in the case of any event described in clause
(i) or (ii) such event increases the cost to BT, of issuing, making or
maintaining the Letter of Credit or complying with its obligations under this
Agreement or reduces the amount receivable in respect thereof by BT or such
Affiliate, or (iii) a Bank or an Affiliate controlling a Bank determines that
the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof has or would
have the effect described below or, a Bank or an Affiliate controlling a Bank
complies with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, and in the case of any event set forth in this clause (iii), such
adoption, change or compliance has or would have the direct or indirect effect
of reducing the rate of return on any of the capital as a consequence of its
obligations hereunder to a level below that which a Bank or an Affiliate
controlling a Bank could have achieved but for such adoption, change or
compliance (taking into consideration such Bank's or Affiliate's policies as the
case may be with respect to capital adequacy) by an amount deemed by such Bank
or such Affiliate controlling such Bank to be material, then in any such case,
the Company shall, upon demand by the Agent, pay to the Administrative Agent,
for the account of each applicable Bank, each applicable Affiliate controlling a
Bank or, each applicable Issuing Bank, additional amounts sufficient to
indemnify such Bank or the Affiliate controlling such Bank against such increase
in cost or reduction in amount receivable. A certificate as to the amount of
such increased cost or reduction in amount and setting forth in reasonable
detail the calculation thereof shall be submitted to the Company by the
Administrative Agent, or the applicable Bank or the applicable Affiliate
controlling such Bank, and shall be conclusive, absent manifest error. Any party
entitled to payment hereunder in respect of such increased cost or reduction in
amount shall use reasonable efforts to designate a different Lending Office to
the extent such designation could reduce or eliminate such payment.

                  (b) It is understood that (i) Section 4.08(a) does not relate
to any changes in the rate of tax on the net income of the Issuing Bank, or any
Bank, or any Affiliate controlling such Bank imposed by the jurisdiction in
which it is organized, maintains a lending office or its principal office, or
has any other contacts or connections that would subject it to taxation therein
(excluding any connection or contact arising solely from the Issuing Bank, or
such Bank or such Affiliate having executed, delivered, performed its
obligations or received a payment under, or enforced this Agreement or any other
Loan Document) and (ii) any payment made under this Section 4.08 shall be made
without duplication for any item that is covered by Section 4.09.

                                       52
<PAGE>

                  4.09 Net Payments.

                  (a) Except as otherwise provided in this Section 4.09, all
payments by the Company hereunder or under any other Loan Document to or for the
benefit of any Bank, any Issuing Bank, the Collateral Agent or the
Administrative Agent shall be made without set-off, counterclaim or other
defense and shall be made free and clear of, and without deduction or
withholding for, any Taxes. In addition, the Company shall pay all Other Taxes.

                  (b) Except as otherwise provided in this Section 4.09, the
Company agrees to indemnify and hold harmless each Bank, the Issuing Bank, the
Collateral Agent and the Administrative Agent for the full amount of Taxes or
Other Taxes (including any additional Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 4.09(b)) paid by any Bank,
any Issuing Bank, the Collateral Agent or the Administrative Agent in respect of
any sum payable hereunder or under any other Loan Document (including penalties,
interest, additions to tax and any reasonable expenses).

                  (c) Payment under this indemnification shall be made within
thirty (30) days after the date any Bank, any Issuing Bank, the Collateral Agent
or the Administrative Agent makes written demand therefor.

                  (d) Except as otherwise provided in this Section 4.09, if the
Company shall be required by law to deduct or withhold any Taxes or Other Taxes
from or in respect of any sum payable hereunder (or under any other Loan
Document) to any Bank, any Issuing Bank, the Collateral Agent or the
Administrative Agent, then:

                    (i) the sum payable shall be increased as necessary so that
               after making all such required deductions and withholdings of
               Taxes or Other Taxes (including deductions and withholdings
               applicable to additional sums payable under this Section 4.09),
               such Bank, such Issuing Bank, the Collateral Agent or the
               Administrative Agent receives an amount equal to the sum it would
               have received had no such deductions or withholdings been made;

                    (ii) the Company shall make such deductions and
               withholdings; and

                    (iii) the Company shall pay the full amount deducted or
               withheld to the relevant taxing authority or other authority in
               accordance with applicable law.

                  (e) Within thirty (30) days after the date of any payment by
the Company of Taxes or Other Taxes, the Company shall furnish to the
Administrative Agent the original or a certified copy of a receipt evidencing
payment thereof, or other evidence of payment satisfactory to the Administrative
Agent if available from the appropriate taxing authority.

                  (f) If any Bank, the Issuing Bank, the Collateral Agent or the
Administrative Agent receives a refund in respect of any amounts paid by the
Company pursuant to this Section 4.09, which refund in the good faith judgment
of such Bank, Issuing Bank, Collateral Agent or Administrative Agent is
allocable to such payment, it shall promptly notify the Company of such refund
and shall promptly repay such refund to the Company net of all out-of-pocket
expenses; provided, however, that the Company, upon the request of such Bank,
Issuing Bank, Collateral


                                       53
<PAGE>

Agent or Administrative Agent, agrees to repay the amount paid over in the event
such Bank, Issuing Bank, Collateral Agent or Administrative Agent is required to
repay such refund.

                  (g) If the Company would be required to pay additional amounts
to any Bank pursuant to paragraph (b) or (d) of this Section 4.09, then such
Bank shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its lending office so as to
eliminate the obligation of the Company to pay any such additional amounts which
may thereafter accrue or to indemnify such Bank in the future, if such change in
the reasonable judgment of such Bank is not otherwise materially disadvantageous
to such Bank.

                  (h) (i) Any Bank not organized under the laws of the United
States shall furnish to the Company or the Administrative Agent, two copies of
IRS Form W-8BEN or W-8ECI, or successor applicable form (which shall be accurate
and complete) as may be required to establish, as of the date of this Agreement,
an exemption from U.S. withholding taxes or backup withholding taxes in respect
of payments made under any Loan Document. In the event that a Bank assigns all
or a portion of its rights and obligations under this Agreement, pursuant to
Section 11.07, each assignee shall furnish to the Company or the Administrative
Agent two copies of IRS Form W-8BEN or W-8ECI, or successor applicable form
(which shall be accurate and complete) as may be required to establish, as of
the date of the assignment, a full exemption from U.S. withholding taxes or
back-up withholding taxes in respect of payments made under this Agreement. The
Company and the Administrative Agent shall be entitled to rely upon the accuracy
of any such forms, documents or other information furnished to it by any Person
and shall have no obligation to make any additional payment or indemnify any
Person for any taxes, interest or penalties that would not have become payable
by such Person had such documentation been accurate.

                    (ii) Each Bank that is not organized under the laws of the
               United States (including any assignee pursuant to Section 11.07
               that is not organized under the laws of the United States) shall
               also deliver to the Company or the Administrative Agent two
               further copies of said Form W-8BEN or W-8ECI, or successor
               applicable forms, as the case may be, when requested to do so by
               the Company or the Administrative Agent on or before the date
               that any such form expires or becomes obsolete or otherwise is
               required to be resubmitted as a condition to obtaining an
               exemption from a required withholding of U.S. federal income tax
               or after the occurrence of any event requiring a change in the
               most recent form previously delivered by it to the Administrative
               Agent or the Company, and such extensions or renewals thereof as
               may reasonably be requested by the Company or the Administrative
               Agent, certifying that such Bank is entitled to receive payments
               hereunder or under any other Loan Documents without deduction or
               withholding of any U.S. federal income taxes or at a reduced
               rate, unless in any such case an event outside the control of
               such Bank (including, without limitation, any change in treaty,
               law or regulation) has occurred prior to the date on which any
               such delivery would otherwise be required which renders all such
               forms inapplicable or which would prevent such Bank from duly
               completing and delivering any such form with respect to it and
               such Bank so advises the Company or the Administrative Agent. No
               Bank shall be required to provide a form described in the
               preceding sentence unless it is legally entitled to do so at the
               time such form is requested by the Company.

                                       54
<PAGE>

                  (i) Notwithstanding anything to the contrary set forth in this
Section 4.09, the Company shall not be required to pay any additional amounts
pursuant to this Section 4.09 to the extent that such additional amounts relate
to Taxes or Other Taxes (including obligations to deduct or withhold amounts
with respect thereto) for any period (i) that would not have been imposed but
for the failure of a Bank or any assignee thereof, to comply with Section
4.09(h) hereof (other than if such failure is due to a change in law, regulation
or treaty occurring after the date on which a form originally was required to be
provided) or (ii) that are attributable to U.S. withholding taxes imposed (x) on
the date the Bank becomes a Lender under this Agreement or (y) other than as a
result of a change in law, regulation or treaty. If a Bank becomes subject to
Taxes because of its failure to deliver a form required hereunder, the Company
shall take such steps as the Bank shall reasonably request to assist such Bank
to recover such Taxes.

                  (j) Except as otherwise provided in this Section 4.09(j), the
Company agrees to indemnify and hold harmless each Depositor under the
Credit-Linked Note for the full amount of Taxes or Other Taxes (including any
additional Taxes or Other Taxes imposed on amounts payable under this 4.09(j))
paid by the Depositor in respect of any sum payable under the Credit-Linked
Note. In addition, except as otherwise provided in this Section 4.09(j), if the
Obligor deducts or withholds any Taxes or Other Taxes from or in respect of any
sum payable under the Credit-Linked Note and such deduction or withholding is
required by law, the Company agrees to pay to each Depositor an additional
amount so that after taking into account such required deductions and
withholdings of Taxes or Other Taxes (including deductions and withholdings
applicable to additional sums payable under this Section 4.09(j)), such
Depositor receives an amount equal to the sum it would have received had no such
deductions or withholdings been made. Indemnification payments due under this
Section 4.09(j) shall be made within (30) days after the date any Depositor (or
the Obligor on such Depositor's behalf) makes written demand therefore. The
Company shall not be required to make any payment under this Section 4.09(j) to
the extent such payment relates to Taxes or Other Taxes (including obligations
to deduct or withhold amounts with respect thereto) for any period:

                    (i) that would not have been imposed but for the failure of
               a Depositor (or any assignee) to comply with the documentation
               requirements set forth in paragraph 17 of the Credit-Linked Note
               (other than if such failure is due to a change in law, regulation
               or treaty occurring after the date on which a form originally was
               required to be provided);

                    (ii) that are attributable to withholding taxes imposed (x)
               on the date the Depositor (or any assignee, except to the extent
               that the assignor was entitled, at the time of assignment, to
               receive payments from the Company with respect to such
               withholding tax pursuant to this Section 4.09(j)) becomes a party
               to the Credit-Linked Note or (y) other than as a result of a
               change in law, regulation or treaty; or

                    (iii) with respect to payments made by the Obligor to a
               Depositor (or assignee), that would not have been imposed if such
               payments had been made directly to such Depositor (or assignee)
               by the Company.

                  (k) If the Company receives a refund from a Depositor pursuant
to paragraph 18 of the Credit Linked Note it will, upon the request of such
Depositor, repay the amount paid over in the event such Depositor is required to
pay such refund.

                                       55
<PAGE>

                  4.10 Affected Banks. If the Company is obligated to pay to any
Bank or an Issuing Bank any amount under Section 4.08 or 4.09 or if any Bank is
a Defaulting Bank, the Company may, if no Default or Event of Default then
exists, replace such Bank with another bank or may replace such Issuing Bank
with another letter of credit issuer in each case acceptable to the
Administrative Agent and the Issuing Banks (other than such Issuing Bank), and
such Bank or such Issuing Bank, as applicable, hereby agrees to be so replaced
subject to the following:

                  (a) The obligations of the Company hereunder to the Bank or
the Issuing Bank to be replaced (including such increased or additional costs
incurred from the date of notice to the Company of such increase or additional
costs through the date such Bank or Issuing Bank is replaced hereunder) shall be
paid in full in cash to such Bank or Issuing Bank concurrently with such
replacement;

                  (b) If such replacement is a result of increased costs under
Section 4.08 or 4.09, the replacement Bank shall be a bank or other financial
institution acceptable to the Administrative Agent that is not subject to such
increased costs which caused the Company's election to replace any Bank
hereunder, and such replacement Bank shall execute and deliver to the
Administrative Agent such documentation satisfactory to the Administrative Agent
pursuant to which such replacement Bank is to become a party to this Agreement,
conforming to the provisions of Section 11.07, with a Commitment equal to that
of the Bank being replaced, shall make Loans in the aggregate principal amount
equal to the aggregate outstanding principal amount of the Loans of the Bank
being replaced and shall be deemed to have acquired a participation in L/C
Obligations then outstanding equal to the participation therein of the Bank
being replaced;

                  (c) Upon such execution and delivery of such documents
referred to in clause (b) and payment of the amounts referred to in clause (a),
the replacement bank shall be a "Bank" with a Commitment as specified
hereinabove and the Bank being replaced shall cease to be a "Bank" hereunder,
except with respect to indemnification provisions under this Credit Agreement,
which shall survive as to such replaced Bank;

                  (d) The Administrative Agent shall reasonably cooperate in
effectuating the replacement of any Bank or any Issuing Bank under this Section
4.10, but at no time shall the Administrative Agent be obligated to initiate any
such replacement;

                  (e) Any Bank or the Issuing Bank replaced under this Section
4.10 shall be replaced at the Company's sole cost and expense and at no cost or
expense to the Administrative Agent or any of the Banks or the Issuing Bank; and

                  (f) If the Company proposes to replace any Bank pursuant to
this Section 4.10 because the Bank seeks reimbursement under either Section 4.08
or 4.09, then it must also replace any other Bank who seeks reimbursement on a
proportionate basis (based upon such Bank's Commitment to the combined
Commitments) under such Sections.

                  4.11 Sharing of Payments. If any Bank shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off or
otherwise) on account of

                                       56
<PAGE>

the Loans made by it or its participation in the L/C Obligations in excess of
its Pro Rata Share of payments on account of the Loans or L/C Obligations
obtained by all the Banks, such Bank shall forthwith purchase from the other
Banks such participations in the Loans made by them or in their participation in
Letters of Credit as shall be necessary to cause such purchasing Bank to share
the excess payment ratably with each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from such purchasing
Bank, such purchase (or corresponding portion thereof) from each Bank shall be
rescinded, and each such Bank shall repay to the purchasing Bank the purchase
price to the extent of such recovery together with an amount equal to such
Bank's ratable share (according to the proportion of (i) the amount of such
Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect to the total amount so recovered. The Company agrees
that any Bank so purchasing a participation from another Bank pursuant to this
Section 4.11 may, to the full extent permitted by law, exercise all of its
rights of payment (including the right of setoff) with respect to such
participation as fully as if such Bank were the direct creditor of the Company
in the amount of such participation.

                  4.12 Calculations. All calculations of (i) interest with
respect to Eurodollar Rate Loans and per annum fees, shall be made by the
Administrative Agent, on the basis of a year of 360 days, or, if such
computation would cause the interest and fees chargeable hereunder to exceed the
highest rate allowed by applicable law, 365/366 days, and (ii) interest with
respect to Prime Rate Loans shall be made by the Administrative Agent on the
basis of a year of 365/366 days, in each case to the extent applicable for the
actual number of days elapsed (including the first day but excluding the last
day) occurring in the period for which such interest or fees are payable. Each
determination by the Administrative Agent of an interest rate or payment
hereunder shall be conclusive and binding for all purposes, absent manifest
error.


                                   ARTICLE V.

                              CONDITIONS PRECEDENT

                  5.01 Conditions of Effectiveness. The obligations of each Bank
hereunder and the effectiveness of this Agreement are subject to the fulfillment
of the following conditions precedent and the prior receipt by the
Administrative Agent of all of the following (and in the case of any agreements,
documents, opinions and certificates (other than those delivered pursuant to
Sections 5.01(g) and (h), in sufficient copies for the Administrative Agent and
each Bank) dated the Effective Date or such other date as is satisfactory to the
Administrative Agent, in form and substance satisfactory to each of the Lead
Banks:

                  (a) Credit Agreement and Notes. This Agreement and Notes drawn
to the order of each requesting Tranche 2 Bank, executed by each party thereto;

                  (b) Resolutions; Incumbency.

                    (i) Copies of the resolutions of the board of directors of
               the Company authorizing the execution, delivery and performance
               of the Loan Documents and any other documents, instruments and
               certificates required to be executed by the Company in

                                       57
<PAGE>

               connection herewith or therewith and the transactions
               contemplated hereby and thereby, certified as of the Effective
               Date by the Secretary or an Assistant Secretary of the Company;
               and

                    (ii) A certificate of the Secretary or Assistant Secretary
               of the Company, certifying the names and true signatures of the
               officers of the Company authorized to execute, deliver and
               perform the Loan Documents to be delivered by it hereunder;

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

                    (i) the certificate of incorporation of the Company,
               certified by the Secretary of State of the State of Delaware
               dated as of a recent date prior to the Effective Date, dated the
               Effective Date, and the bylaws of the Company as in effect on the
               Effective Date, certified by the Secretary or an Assistant
               Secretary of the Company as of the Effective Date; and

                    (ii) a good standing and tax good standing certificate for
               the Company from the Secretary of State of the state of Delaware
               and each state where the Company is qualified to do business as a
               foreign corporation as of a recent date, together with a
               bring-down good-standing certificate for the Company from the
               Secretary of State of the State of Delaware, by facsimile, dated
               the Effective Date;

                  (d) Legal Opinions.

                    (i) an opinion of Simpson Thacher & Bartlett, counsel to the
               Company, addressed to the Administrative Agent and the Banks,
               substantially in the form of Exhibit F hereto; and

                    (ii) an opinion of Paul, Hastings, Janofsky & Walker LLP,
               special counsel to the Administrative Agent, addressed to the
               Administrative Agent and the Banks, substantially in the form of
               Exhibit G hereto;

                  (e) Payment of Fees and Expenses. Evidence of payment by the
Company of all accrued and unpaid Fees and Expenses to the extent then due and
payable on the Effective Date, together with any reasonable estimate of fees and
expenses of outside counsel incurred or to be incurred by it through the closing
proceedings (provided that such estimate shall not thereafter preclude final
settling of accounts between the Company and such Person); including, without
limitation, any such costs, fees, commissions and expenses arising under or
referenced in the Fee Letters, in Section 4.05 or in Section 11.04;

                  (f) Collateral Documents.

                    (i) evidence that the Collateral Documents continue to be
               effective and continue to grant to the Collateral Agent a
               perfected first priority Lien on the Collateral;

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<PAGE>

                    (ii) Lien searches which evidence the Collateral Agent's
               first priority security interest in the Collateral and written
               advice relating to such Lien searches as the Collateral Agent
               shall have requested, and such termination statements or other
               documents as may be necessary to confirm that the Collateral is
               subject to no other Liens in favor of any Persons (other than
               Permitted Liens);

                    (iii) on or before the Effective Date, a completed
               certificate of the Company, substantially in the form of Exhibit
               E hereto (a "Perfection Certificate") signed by a Responsible
               Officer of the Company;

                    (iv) funds sufficient to pay any filing or recording tax or
               fee in connection with any and all UCC financing statements;

                    (v) evidence that the Collection Bank Agreement, the
               Concentration Bank Agreement, the Collateral Account Agreement
               and each Commodities Account Agreement are in full force and
               effect and that all other cash collection arrangements are in
               form and substance satisfactory to the Lead Banks; and

                    (vi) evidence that all other actions necessary or desirable
               to continue the first priority Lien created by the Collateral
               Documents, and to enhance the Collateral Agent's ability to
               preserve its interests in and access to the Collateral, have been
               taken, including without limitation, delivery by the Company of
               UCC financing statements in lieu of continuation statements, or
               any amendments thereto;

                  (g) Certificate. A certificate signed by a Responsible
Officer, dated as of the Effective Date, stating that:

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

                    (ii) no Default or Event of Default exists on the Effective
               Date, or would result from the execution and performance of the
               Loan Documents; and

                    (iii) except as specifically disclosed in Schedule 6.25,
               there has occurred since December 31, 2000, no event or
               circumstance that has resulted or could reasonably be expected to
               result in a Material Adverse Effect;

                  (h) Corporate Proceedings. Evidence satisfactory to each Lead
Bank that all corporate and other proceedings taken or to be taken in connection
with the transactions contemplated by the Loan Documents and all documents
incidental to this Agreement and thereto shall be in form and substance
satisfactory to each Lead Bank, and the Administrative Agent shall have received
all counterpart originals or certified copies of such documents;

                  (i) Consents, Approvals, Etc. All necessary orders, permits,
licenses, authorizations, approvals, consents and waivers by any Governmental
Authority or other Person (including, without limitation, the consent of certain
customers, if required, under any Material Contracts) in connection with the
transactions contemplated hereby and by any of the other Loan Documents. Each of
the aforementioned orders, permits, licenses, authorizations, approvals,

                                       59
<PAGE>

consents and waivers by Governmental Authorities or other Persons shall be in
full force and effect and shall be in form and substance satisfactory to each
Lead Bank;

                  (j) Material Contracts and Other Documents. Copies of all
Material Contracts in effect as of the Effective Date, which are set forth on
Schedule 5.01(j), copies of the Holdings Note Indenture and the Holdings Notes
(in each case including all schedules and exhibits thereto), which shall be in
full force and effect, and copies of all commodities account agreements in
effect;

                  (k) No Litigation. A certificate signed by a Responsible
Officer, dated as of the Effective Date, satisfactory to each Lead Bank to the
effect that (i) there is no litigation, proceeding, inquiry or other action
seeking an injunction or other restraining order, damages or other relief,
pending or threatened, with respect to any Loan Document and (ii) there exists
no judgment, order, injunction, decree or other restraint or a hearing seeking
injunctive relief or other restraint pending or noticed with respect to any
transaction contemplated by any Loan Documents;

                  (l) Borrowing Base Certificate. A Borrowing Base Certificate,
in form and substance satisfactory to each Lead Bank which shall be prepared as
of July 31, 2001;

                  (m) Financial Statements. The financial statements referred to
in Section 6.11, each certified by the chief financial officer (or in the case
of his or her unavailability, by the treasurer or controller) of the Company;

                  (n) No Material Adverse Effect. Since December 31, 2000, in
the opinion of each Lead Bank in its sole discretion, there shall have occurred
no event or circumstance that has resulted or could reasonably be expected to
result in a Material Adverse Effect; and

                  (o) Other Documents. The certificates and other information
required to be delivered by the Company as of the Effective Date pursuant to
Section 7.03 of the Existing Credit Agreement and such other approvals,
opinions, documents or materials as the Administrative Agent or any Lead Bank
may request.

                  5.02 Addition of Banks. Effective on the Effective Date, the
financial institutions described on Schedule 5.02 shall each be added as a Bank
for all purposes and shall hereby become vested with all the rights, powers,
privileges and duties of a Bank under this Agreement and each of the other Loan
Documents. For purposes of this Agreement, the address of each of the Banks
listed above shall be as set forth under such Bank's name on the signature pages
hereof.

                  5.03 Reallocation of Pro Rata Shares. Effective on the
Effective Date, all references in this Agreement to Schedule 1.01(a) shall,
unless specified otherwise, refer to Schedule 1.01(a) attached to this Agreement
and the Tranche 1 Percentage Interest or Tranche 2 Percentage Interest, as
applicable, of the Banks shall be adjusted to equal the respective percentages
set forth on Schedule 1.01(a) attached to this Agreement.

                  5.04 Outstanding Loans and L/C Obligations. On the Effective
Date, the Administrative Agent will calculate the appropriate adjustments to the
account of the Banks

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<PAGE>

referred to in Section 2.02(a) of this Agreement to reflect the reallocation of
outstanding Revolving Loans and L/C Obligations in accordance with the Pro Rata
Shares of the Banks set forth in Schedule 1.01(a) to this Agreement, and will
(a) prior to 1:00 p.m. (New York City time) on such date notify each Bank and
the Company of the amounts of such reallocation of Loans and notify each Bank of
the amount, representing the portion of principal amount of outstanding Loans,
which such Bank will either advance or receive as a result of such reallocation,
and (b) prior to the close of business in New York City on such date notify each
Bank and the Company of the amounts of such reallocation of L/C Obligations.
Immediately upon receipt of the notice from the Administrative Agent set forth
in clause (a) above, but no later than 2:00 p.m. (New York City time) on such
date, each Bank which is to make an advance as described above shall make such
amount available to the Administrative Agent in funds immediately available to
the Administrative Agent. Promptly upon receipt of funds from a Bank making an
advance as set forth above, the Administrative Agent shall remit such amount to
the Bank or Banks entitled to receive such amount, pro-rata in proportion to the
amounts to be received by them as determined above. The making of an advance by
a Bank as set forth above shall be deemed to be the making of a Loan to the
Company on the date such funds are transmitted to the Administrative Agent. The
receipt by a Bank of funds as set forth above shall be deemed to be a payment of
Loans by the Company on the date such payment is received.

                  5.05 Conditions to All Loans. The obligation of each Tranche 2
Bank to make any Loan to be made by it, to convert any Prime Rate Loan into a
Eurodollar Rate Loan under Section 4.07 or to continue a Eurodollar Rate Loan
under Section 4.07 is subject to the satisfaction of the following conditions
precedent on the relevant Borrowing Date or Conversion/Continuation Date;
provided that only the conditions set forth in Sections 5.05(a) and 5.05(b) need
be satisfied in the case of a continuation of a Eurodollar Rate Loan pursuant to
Section 4.07:

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

                  (b) Continuation of Representations and Warranties. After
giving effect to such Borrowing, the representations and warranties in Article
VI shall be true and correct on and as of such Borrowing Date with the same
effect as if made on and as of such Borrowing Date (except to the extent such
representations and warranties expressly refer to an earlier date, in which case
they shall be true and correct as of such earlier date and except to the extent
(x) the representations and warranties set forth in Section 6.05 relate to any
litigation which has been specifically disclosed to the Banks and which has been
added to Schedule 6.05 with the written approval of the Majority Banks and (y)
the representation and warranty set forth in Section 6.25 relates to any event
or condition which has been specifically disclosed to the Banks and which has
been added to Schedule 6.25 with the written approval of the Majority Banks).

                  Each Notice of Borrowing and each Notice of
Conversion/Continuation relating to the conversion of any Prime Rate Loan into a
Eurodollar Rate Loan submitted by the Company hereunder shall constitute a
representation and warranty by the Company hereunder, as of the date of each
such notice and as of each Borrowing Date or Conversion/Continuation Date, as
applicable, that the conditions in this Section 5.05 are satisfied. Each Notice
of

                                       61
<PAGE>

Conversion/Continuation relating to the continuation of any Eurodollar Rate Loan
submitted by the Company hereunder shall constitute a representation and
warranty by the Company hereunder, as of the date of each such notice and as of
each Conversion/Continuation Date that the conditions in Sections 5.05(a) and
(c) are satisfied;

                  (c) No Future Advance Notice. Neither the Administrative Agent
nor any Bank shall have received from the Company any notice that any Collateral
Document will no longer secure on a first priority basis future advances or
future Loans to be made or extended under this Agreement;

                  (d) Performance of Agreements. The Company shall have
performed in all material respects all agreements and satisfied all conditions
which the Loan Documents provide shall be performed or satisfied by it on or
before the relevant Borrowing Date or Conversion/Continuation Date;

                  (e) No Judgments. No order, judgment or decree of any
arbitrator or Governmental Authority shall purport to enjoin or restrain any
Bank from making or converting the Loans to be made or converted by it on the
relevant Borrowing Date or Conversion/Continuation Date;

                  (f) Regulation T, U and X. The making or converting of the
Loans requested on the relevant Borrowing Date or Conversion/Continuation Date
shall not violate any law including, without limitation, Regulation T, U or X of
FRB; and

                  (g) No Litigation. There shall not be pending or, to the
knowledge of the Company, threatened, any action, suit, proceeding, governmental
investigation or arbitration against or affecting the Company or any of its
Subsidiaries or any property of the Company or any of its Subsidiaries that has
not been disclosed by the Company in writing pursuant to Section 7.03 prior to
the making of the last preceding Loans, and there shall have occurred no
development not so disclosed in any such action, suit, proceeding, governmental
investigation or arbitration so disclosed, that, in either event, would
reasonably be expected to have a Material Adverse Effect; and no injunction or
other restraining order shall have been issued and no hearing to cause an
injunction or other restraining order to be issued shall be pending or noticed
with respect to any action, suit or proceeding seeking to enjoin or otherwise
prevent the consummation of, or to recover any damages or obtain relief as a
result of, the transactions contemplated by any Loan Document or the making of
any Loan.

                  5.06 Conditions to All Letters of Credit. The Issuance of any
Letter of Credit hereunder (whether or not the applicable Issuing Bank is
obligated to Issue such Letter of Credit) is subject to the following conditions
precedent:

                  (a) Notice of Issuance of Letter of Credit. On or before the
date of Issuance of such Letter of Credit, the applicable Issuing Bank and the
Administrative Agent shall have received from the Company, in accordance with
the provisions of Sections 3.01 and 3.02, a Letter of Credit Request, together
with all other information specified in Article III and such other documents or
information as the applicable Issuing Bank and the Administrative Agent may
require in connection with the Issuance of such Letter of Credit.

                                       62
<PAGE>

                  (b) Satisfaction of Other Conditions. On the date of Issuance
of such Letter of Credit, all conditions precedent described in Section 5.05
shall be satisfied to the same extent as if the Issuance of such Letter of
Credit were the making of a Loan and the date of Issuance of such Letter of
Credit were a Borrowing Date.

Each Letter of Credit Request submitted by the Company hereunder shall
constitute a representation and warranty by the Company hereunder, as of the
date of each such Letter of Credit Request and as of the date on which the
Letter of Credit is Issued, that the conditions in this Section 5.06 are
satisfied.


                                  ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

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

                  6.01 Corporate Existence and Power. The Company and each of
its Restricted Subsidiaries (in the case of clauses (a), (b) and (c)) and its
Subsidiaries (in the case of clause (d)):

                  (a) is a corporation (or other entity) duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation;

                  (b) has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, carry on its business
and to execute, deliver, and perform its obligations under the Loan Documents;

                  (c) is duly qualified as a foreign corporation (or other
entity) and is licensed and in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or the conduct of its
business requires such qualification or license; and

                  (d) is in compliance with all Requirements of Law and has all
necessary orders, authorizations, approvals, consents and waivers by any
Governmental Authority or other Person for the Company to own and operate its
business;

except, in each case referred to in clause (c) or clause (d), to the extent that
the failure to do so could not reasonably be expected to have a Material Adverse
Effect.

                  6.02 Corporate Authorization; No Contravention. The execution,
delivery and performance by the Company and the Restricted Subsidiaries of each
Loan Document to which such Person is party, have been duly authorized by all
necessary corporate (or equivalent) action, and do not and will not:

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

                                       63
<PAGE>

                  (b) conflict with or result in any breach or contravention of,
or the creation of any Lien under, any document evidencing any Contractual
Obligation to which such Person is a party or any order, injunction, writ or
decree of any arbitrator or Governmental Authority to which such Person or its
property is subject; or

                  (c) violate any Requirement of Law.

                  6.03 Governmental Authorization. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority (except for filings in connection with the Liens granted
to the Administrative Agent under the Collateral Documents) is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, the Company or any of its Restricted Subsidiaries of any
Loan Document to which such Person is a party.

                  6.04 Binding Effect. Each Loan Document to which the Company
or any of its Restricted Subsidiaries is a party constitutes the legal, valid
and binding obligation of the Company and its Restricted Subsidiaries to the
extent it is a party thereto, enforceable against such Person in accordance with
its respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles.

                  6.05 Litigation. Except as specifically disclosed in Schedule
6.05, there are no actions, suits, proceedings, claims or disputes pending, or
to the best knowledge of the Company, threatened or contemplated, at law, in
equity, in arbitration or before any Governmental Authority, against the
Company, or its Subsidiaries or any of their respective properties which:

                  (a) purport to affect or pertain to any Loan Document, or any
of the transactions contemplated hereby or thereby; or

                  (b) could reasonably be expected to have a Material Adverse
Effect. No injunction, writ, temporary restraining order or any order of any
nature has been issued by any arbitrator or Governmental Authority purporting to
enjoin or restrain the execution, delivery or performance of any Loan Document,
or directing that the transactions provided for herein or therein not be
consummated as herein or therein provided.

                  6.06 No Default. No Default or Event of Default exists or
would result from the incurring of any Obligations by the Company or from the
grant or perfection or continued perfection of the Liens of the Collateral
Agent, in favor of the Administrative Agent and the Banks on the Collateral. As
of the Effective Date, neither the Company nor any of its Subsidiaries is in
default under or with respect to any Contractual Obligation in any respect
which, individually or together with all such defaults, could reasonably be
expected to have a Material Adverse Effect, or that would, if such default had
occurred after the Effective Date, create an Event of Default under Section
9.01(e).

                  6.07 ERISA Compliance.

                  (a) Each Plan is in compliance in all respects with the
applicable provisions of ERISA, the Code and other federal or state law, except
for matters which have not resulted and

                                       64
<PAGE>

would not reasonably be expected to result in a Material Adverse Effect. Each
Plan which is intended to qualify under Section 401(a) of the Code has received,
or will timely file for, a favorable determination letter from the IRS and to
the best knowledge of the Company, nothing has occurred which would cause, or
would reasonably be expected to cause, the loss of such qualification. The
Company and each ERISA Affiliate has made all required contributions to all
Plans, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan.

                  (b) There are no pending or, to the best knowledge of the
Company, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan which has resulted or could reasonably be
expected to result in a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan which has resulted or could reasonably be expected to result in a
Material Adverse Effect.

                  (c) (i) No ERISA Event has occurred or is reasonably expected
to occur; (ii) no Pension Plan has any material Unfunded Pension Liability; and
(iii) neither the Company nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any material liability under Title IV of ERISA with respect to
any Pension Plan (other than premiums due and not delinquent under Section 4007
of ERISA), including but not limited to any material liability under Section
4201 or 4243 of ERISA with respect to a Multiemployer Plan and any material
liability that could reasonably be expected to result from the operation of
Section 4069 or 4212(c) of ERISA.

                  6.08 Use of Proceeds; Margin Regulations. The proceeds of the
Loans are to be used solely for the purposes set forth in and permitted by
Section 7.11 and Section 8.07. Neither the Company nor any Subsidiary is
generally engaged in the business of purchasing or selling Margin Stock or
extending credit for the purpose of purchasing or carrying Margin Stock.

                  6.09 Title to Properties. The Company and each Subsidiary have
good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of their
respective businesses, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Effective Date, the property of the Company and its
Subsidiaries is subject to no Liens, other than Permitted Liens.

                  6.10 Taxes. The Company and its Subsidiaries have filed all
Federal and other material tax returns and reports required to be filed, and
have paid all Federal and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment against
the Company or any of its Subsidiaries that would, if made, reasonably be
expected to have a Material Adverse Effect.

                  6.11 Financial Condition. The audited consolidated financial
statements of the Company and its Subsidiaries dated December 31, 2000 and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for the fiscal year ended on that date (including the notes
thereto) and the unaudited consolidated financial statements of the

                                       65
<PAGE>

Company and its Subsidiaries dated June 30, 2001 and the related consolidated
statements of income or operations, shareholders' equity and cash flows for the
fiscal quarter ended on that date (including the notes thereto):

                    (i) were prepared in accordance with GAAP consistently
               applied throughout the period covered thereby, except as
               otherwise expressly noted therein, subject, in the case of such
               unaudited financial statements, to ordinary, good faith year end
               audit adjustments;

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

                    (iii) except as specifically disclosed in Schedule 6.11,
               show all material indebtedness and other material liabilities,
               direct or contingent, of the Company and its consolidated
               Subsidiaries as of the date thereof, including material
               liabilities for taxes, material commitments and material
               Contingent Obligations.

                  6.12 Environmental Matters.

                  (a) Except as specifically disclosed in Schedule 6.12 (as such
schedule may be amended with the approval of the Administrative Agent), the
operations of the Company and each of its Subsidiaries comply in all respects
with all Environmental Laws, except such non-compliance which would not (if
enforced or otherwise addressed in accordance with applicable law) result in
liabilities reasonably expected to require payments by the Company and its
Subsidiaries (whether to compensate for damages, to investigate and/or remediate
contamination or hazardous conditions, to make capital improvements or operating
changes, including reductions in throughput or production or otherwise) in an
aggregate amount, determined for any date upon which this representation or
warranty is made, exceeding $10,000,000 during the thirty-six (36) month period
commencing on such date. Except as disclosed in Schedule 6.12 (as such schedule
may be amended with the approval of the Administrative Agent), no real property
owned, operated, used or controlled by the Company or any of its Subsidiaries is
listed or proposed for listing on the National Priority List or the
Comprehensive Environmental Response, Compensation, and Liability Information
System, both promulgated under CERCLA, or on any comparable state or local list,
and, except as disclosed in Schedule 6.12 (as such schedule may be amended with
the approval of the Administrative Agent), neither the Company nor any of its
Subsidiaries has received any notification of potential or actual liability or
request for information by any Governmental Authority under CERCLA or any
comparable state or local law.

                  (b) Except as specifically disclosed in Schedule 6.12 (as such
schedule may be amended with the approval of the Administrative Agent), the
Company and each of its Subsidiaries have obtained all licenses, permits,
authorizations, approvals, consents and registrations required under any
Environmental Law ("Environmental Permits") and necessary for their respective
ordinary course operations, except where the failure to have such licenses,
permits, authorizations, approvals, consents and registrations could not
reasonably be expected to have a Material Adverse Effect, and all such material
Environmental Permits are in good

                                       66
<PAGE>

standing, and the Company and each of its Subsidiaries are in compliance with
all material terms and conditions of such material Environmental Permits.

                  (c) Except as specifically disclosed in Schedule 6.12 (as such
schedule may be amended with the approval of the Administrative Agent), none of
the Company, any of its Subsidiaries or any of their respective present property
or operations, is subject to any outstanding written order from or agreement
with any Governmental Authority, nor subject to any judicial or docketed
administrative proceeding, respecting any Environmental Law, Environmental Claim
or Hazardous Material, which could expose the Company and its Subsidiaries to
liabilities exceeding $500,000.

                  (d) Except as specifically disclosed in Schedule 6.12 (as such
schedule may be amended with the approval of the Administrative Agent), there
are no Hazardous Materials or other conditions or circumstances existing with
respect to any property of the Company or any of its Subsidiaries, or arising
from their operations that would reasonably be expected to give rise to
Environmental Claims requiring payments by the Company and its Subsidiaries
(whether to compensate for damages, to investigate and/or remediate
contamination or hazardous conditions, to make capital improvements or
otherwise) in an aggregate amount, determined for any date upon which this
representation or warranty is made, exceeding $10,000,000 during the thirty-six
(36) month period commencing on such date. In addition, (i) neither the Company
nor any of its Subsidiaries has any underground storage tanks, above-ground
storage tanks, storage ponds or surface impoundments (x) that are not properly
registered, permitted or otherwise authorized under applicable Environmental
Laws, or (y) that are leaking or otherwise releasing Hazardous Materials
(whether as fluids or vapors) into the environment in a manner that may
reasonably be expected to give rise to Environmental Claims with a potential
liability to the Company and its Subsidiaries in excess of $5,000,000 in the
aggregate, and (ii) the Company and its Subsidiaries have notified all of their
employees of the existence of any health hazards arising from the conditions of
their employment and have met all notification requirements under Title III of
CERCLA and all other Environmental Laws.

                  (e) Except as set forth in Schedule 6.12 (as such schedule may
be amended with the approval of the Administrative Agent), none of the Company
or any of its Subsidiaries has any contingent liabilities under environmental
indemnities or other agreements whereby the Company or any such Subsidiary has
agreed to indemnify others against Environmental Claims which could reasonably
be expected to expose the Company and its Subsidiaries to liabilities exceeding
$10,000,000 in the aggregate, and except as set forth in Schedule 6.12 (as such
schedule may be amended with the approval of the Administrative Agent), none of
the Company or its Subsidiaries has provided any bond or other form of financial
assurance with respect to any environmental liability, risks or remediation
costs of shippers, customers or other third-parties.

                  6.13 Collateral Documents.

                  (a) The provisions of each of the Collateral Documents are
effective to create in favor of the Collateral Agent for the benefit of the
Administrative Agent, the Banks and the Bank Swap Parties, a legal, valid and
enforceable first priority security interest in all right, title and interest of
the Company and its Restricted Subsidiaries in the Collateral described therein
and upon filing of the UCC financing statements, financing statements in lieu of
continuation


                                       67
<PAGE>

statements, and/or amendments thereto, in the offices in all of the
jurisdictions listed in the schedule to the Security Agreement, the Collateral
Agent shall have a legal, valid and enforceable first priority security interest
in the Collateral subject only to Permitted Liens.

                  (b) All representations and warranties of the Company and any
of its Restricted Subsidiaries party thereto contained in the Collateral
Documents are true and correct in all material respects.

                  (c) The Company has delivered to the Collateral Agent all
commodities account agreements in effect.

                  6.14 Regulated Entities. None of the Company, any Person
controlling the Company, or any Restricted Subsidiary, is an "Investment
Company" within the meaning of the Investment Company Act of 1940. The Company
is not subject to regulation under the Public Utility Holding Company Act of
1935, the Federal Power Act, the Interstate Commerce Act, any state public
utilities code, or any other Federal or state statute or regulation limiting its
ability to incur Indebtedness.

                  6.15 No Burdensome Restrictions. Neither the Company nor any
Restricted Subsidiary is a party to or bound by any Contractual Obligation, or
subject to any restriction in any Organization Document, or any Requirement of
Law, which could reasonably be expected to have a Material Adverse Effect.

                  6.16 Copyrights, Patents, Trademarks and Licenses, etc. The
Company or its Restricted Subsidiaries own or are licensed or otherwise have the
right to use all of the patents, trademarks, service marks, trade names,
copyrights, contractual franchises, authorizations and other rights that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person except to the extent that such
failure would not reasonably be expected to have a Material Adverse Effect. To
the best knowledge of the Company, no slogan or other advertising device,
product, process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Company or any Restricted Subsidiary
infringes upon any rights held by any other Person. Except as specifically
disclosed in Schedule 6.05, no claim or litigation regarding any of the
foregoing is pending or threatened, and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or code
is pending or, to the knowledge of the Company, proposed, which, in either case,
could reasonably be expected to have a Material Adverse Effect.

                  6.17 Subsidiaries. The Company has no Subsidiaries and has no
equity Investments in any other corporation or entity other than (a) those
specifically disclosed in Schedule 6.17, (b) Joint Ventures permitted under
Section 8.09, (c) the Pipeline Subsidiary, (d) when formed or designated, any
Unrestricted Subsidiary and (e) Investments permitted under Section 8.04.

                  6.18 Insurance. Except as specifically disclosed in Schedule
6.18, the properties of the Company and its Restricted Subsidiaries are insured
with financially sound and reputable insurance companies not Affiliates of the
Company, in such amounts, with such deductibles and covering such risks as are
customarily carried by Persons engaged in similar

                                       68
<PAGE>

businesses and owning similar properties in localities where the Company or such
Subsidiary operates.

                  6.19 Solvency. The Company is and each of its Restricted
Subsidiaries are Solvent.

                  6.20 Full Disclosure. None of the representations or
warranties made by the Company or any Restricted Subsidiary in the Loan
Documents as of the date such representations and warranties are made or deemed
made, and none of the statements contained in any exhibit, report, statement or
certificate furnished by or on behalf of the Company or any Restricted
Subsidiary in connection with the Loan Documents, when taken as a whole,
contains any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not
misleading as of the time when made or delivered.

                  6.21 Maintenance of Accounts. Neither the Company nor any of
its Subsidiaries has or maintains any bank or other account containing or
receiving proceeds of the Collateral except the Collection Deposit Account and
the Concentration Account disclosed in the Collection Bank Agreement and the
Concentration Bank Agreement (including the schedules thereto), and accounts in
connection with the granting of Liens permitted under Section 8.01(g), (m), (o)
or (u).

                  6.22 Receivables. Each Eligible Receivable pledged by the
Company to the Collateral Agent under the Collateral Documents represents a
final sale and delivery of merchandise or the rendition of services by the
Company to customers and is owned by the Company free and clear of all Liens in
favor of any Person other than the Administrative Agent on behalf of the Banks
and the Bank Swap Parties. Each such Eligible Receivable has a liquidated amount
maturing on a date specified in the invoice or other supporting data covering
such sale, and will not be subject to any deduction, offset, counterclaim,
return privilege or other condition, except in the ordinary course of business.

                  6.23 Inventory. Each of the Perfection Certificates of the
Company delivered to the Administrative Agent pursuant to Section 5.01(f) or
Section 7.02(f), contains a true and complete list showing all states and
counties where the Company maintains Inventory at the time such Certificate is
so delivered.

                  6.24 Holdings Note Indenture, 9 1/2% Note Indenture, 1997
Floating and Fixed Rate Note Indentures, 1998 Fixed Rate Note Indenture and 1998
Floating Rate Credit Agreement. The Indebtedness to be incurred by the Company
under this Agreement is (i) "Permitted Indebtedness" under the 1997 Fixed Rate
Note Indentures pursuant to the definition of such term contained therein and
"Senior Debt" under the 1997 Fixed Rate Note Indenture described in clause (ii)
of the definition of the 1997 Fixed Rate Note Indentures pursuant to the
definition of such term contained therein, (ii) "Permitted Indebtedness" under
the 1998 Fixed Rate Note Indenture and the 1998 Floating Rate Credit Agreement
pursuant to the definition of such term contained therein and (iii) "Permitted
Indebtedness" under the 9 1/2% Note Indenture pursuant to clause (ii) of the
definition of such term contained therein as this Agreement constitutes a
refinancing, renewal, extension, refunding or replacement of the Existing Credit


                                       69
<PAGE>

Agreement (which constitutes the "Credit Agreement" as defined in the 9 1/2%
Note Indenture). The Loan Documents, when executed and delivered by the parties
thereto, are the "Credit Agreement" as such term is used in clause (b) of
Section 1016 of the 9 1/2% Note Indenture. The execution, delivery and
performance of the Loan Documents and the provisions contained herein and
therein do not contravene or conflict with, result in a breach or violation of,
or constitute a default under any of the terms, conditions or provisions of the
Holdings Note Indenture, the Holdings Notes, the 9 1/2% Note Indenture, the 9
1/2% Notes, the 1997 Fixed Rate Note Indentures, the 1997 Fixed Rate Notes, the
1998 Fixed Rate Note Indenture, the 1998 Fixed Rate Notes, the 1998 Floating
Rate Loans or the 1998 Floating Rate Credit Agreement.

                  6.25 Material Adverse Effect. Except as specifically disclosed
in Schedule 6.25, since December 31, 2000, there has been no Material Adverse
Effect.


                                  ARTICLE VII.

                              AFFIRMATIVE COVENANTS

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

                  7.01 Financial Statements. The Company shall deliver to the
Administrative Agent with sufficient copies for each Bank, in form and detail
satisfactory to the Majority Banks:

                  (a) as soon as available, but not later than ninety (90) days
after the end of each fiscal year, a copy of the audited consolidated and
consolidating balance sheet of the Company and its Subsidiaries as at the end of
such year and the related consolidated and consolidating statements of income or
operations, shareholders' equity and cash flows for such year, setting forth in
each case in comparative form the figures for the previous fiscal year, and
accompanied by the opinion of Deloitte & Touche or another nationally-recognized
independent public accounting firm ("Independent Auditor"), which report shall
state that such consolidated financial statements present fairly the financial
condition for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years. Such opinion shall not be qualified or limited
(including, without limitation, as to the scope of audit) and shall be delivered
to the Administrative Agent pursuant to a reliance agreement between the
Administrative Agent (on behalf of itself and the Banks) and such Independent
Auditor in form and substance satisfactory to the Administrative Agent;

                  (b) as soon as available, but not later than forty-five (45)
days after the end of each of the Company's fiscal quarters of each fiscal year,
a copy of the unaudited consolidated and consolidating balance sheet of the
Company and its Subsidiaries as of the end of such quarter and the related
consolidated and consolidating statements of income, shareholders' equity and
cash flows for the period commencing on the first day and ending on the last day
of such quarter and, if such quarter is not the first fiscal quarter of the
fiscal year, then for the period commencing on the first day of such fiscal year
and ending on the last day of such quarter, setting forth in each case in
comparative form the figures for the corresponding quarter for the previous
fiscal year, and certified by a Responsible Officer as fairly presenting, in
accordance

                                       70
<PAGE>

with GAAP (subject to ordinary, good faith year-end audit adjustments), the
consolidated financial position and results of operations of the Company and its
Subsidiaries;

                  (c) as soon as available, but not later than thirty (30) days
after the end of each of the calendar months of each calendar year or, if the
end of any such calendar month is the last day of a fiscal quarter, then
forty-five (45) days after the end of such calendar month, a copy of the
unaudited consolidated and consolidating balance sheet of the Company and its
Subsidiaries as of the end of such month and the related consolidated and
consolidating statements of income, shareholders' equity and cash flows for the
period commencing on the first day and ending on the last day of such month and,
if such month is not the first month of the Company's fiscal year, then for the
period commencing on the first day of such fiscal year and ending on the last
day of such month, setting forth in each case in comparative form the figures
for the corresponding month for the previous fiscal year, and certified by a
Responsible Officer as fairly presenting, in accordance with GAAP (subject to
ordinary, good faith year-end audit adjustments), the consolidated financial
position and results of operations of the Company and its Subsidiaries; and

                  (d) as soon as available but not later than January 31 of each
fiscal year of the Company, the Company's operating budget, plans and financial
forecasts, prepared in accordance with its normal accounting procedures applied
on a consistent basis, for such fiscal year (prepared for each calendar month
and each fiscal quarter during such fiscal year) including, without limitation,
(i) forecasted consolidated statements of income, cash flows and financial
condition of the Company and its Subsidiaries for each such period and
year-to-date, (ii) the amount of forecasted Capital Expenditures, together with
a detailed description thereof, for each such period, and (iii) promptly upon
receipt thereof, copies of all reports submitted to the Company by the
Independent Auditor in connection with any annual, interim or special audit of
the books of the Company or any of its Subsidiaries made by the Independent
Auditor, including, without limitation, any so-called management letter
furnished to the Company or any of its Subsidiaries by its accountants.

                  7.02 Certificates; Other Information. The Company shall
furnish to the Administrative Agent and, except with respect to Sections 7.02(f)
and 7.02(g), with sufficient copies for each Bank:

                  (a) concurrently with the delivery of the financial statements
referred to in Section 7.01(a), a certificate of the Independent Auditor stating
that in making the examination necessary therefor no knowledge was obtained of
any Default or Event of Default, except as specified in such certificate;

                  (b) concurrently with the delivery of the financial statements
referred to in Sections 7.01(a), (b) and (c), a Compliance Certificate executed
by a Responsible Officer;

                  (c) promptly, copies of all financial statements and reports
that Holdings or the Company sends to their respective public securityholders,
and copies of all financial statements and regular, periodic or special reports
(including Forms 10-K, 10-Q and 8-K) that Holdings, the Company or any of their
respective Subsidiaries may make to, or file with, the SEC;

                                       71
<PAGE>

                  (d) promptly upon the effectiveness thereof, copies of each
amendment, modification or restatement of or replacement or substitution for any
of the Institutional Finance Documents;

                  (e) prior to the close of business on the tenth Business Day
after (i) the Sunday closest to the fifteenth day of each month, and (ii) the
last Business Day of each month, including the month in which the Effective Date
occurs, a certificate (the "Borrowing Base Certificate") substantially in the
form of Exhibit D to this Agreement, signed by a Responsible Officer, setting
forth, on an itemized basis, the Borrowing Base, as of the close of business on
such Sunday or month end (each a "Borrowing Base Measurement Date") and the
Borrowing Base computations based thereon, as well as certifications by a
Responsible Officer of the Company that the information set forth in such
Borrowing Base Certificate is true and correct and that from the date of the
most recent Borrowing Base Certificate previously delivered to the date of the
new Borrowing Base Certificate being delivered with such certification, no
Default or Event of Default has occurred and is continuing; provided, that if at
any time the excess of the Borrowing Base over the sum of (A) the Effective
Amount of all Loans plus (B) the Effective Amount of all L/C Obligations plus
(C) the Effective Amount of all Outstanding Eligible LOIs, is less than
$50,000,000, the Company shall deliver a Borrowing Base Certificate prior to the
close of business on the tenth Business Day after the Sunday of each week until
such time as the excess of the Borrowing Base over such sum is greater or equal
to $50,000,000. Notwithstanding the foregoing, the Company may deliver a
Borrowing Base Certificate at any time, setting forth, on an itemized basis, the
Borrowing Base, as of the close of business on any day (an "Interim Borrowing
Base Measurement Date") following the Borrowing Base Measurement Date in respect
of the most recently delivered Borrowing Base Certificate (it being understood
that all items of the Borrowing Base shall be itemized as of such Interim
Borrowing Base Measurement Date and such date shall be prior to the date of such
Borrowing Base Certificate and the next Borrowing Base Measurement Date) and
otherwise in accordance with this Section 7.02(e). Each Borrowing Base
Certificate shall become effective upon the Administrative Agent's receipt
thereof and shall remain in effect until the earlier of (A) the receipt by the
Administrative Agent of the next Borrowing Base Certificate to be delivered
hereunder, and (B) the close of business on the date on which the next Borrowing
Base Certificate is required to be delivered hereunder; provided, that if the
Company certifies to the Administrative Agent that it is not able to provide a
Borrowing Base Certificate as of the Sunday closest to the fifteenth day of any
month due to circumstances beyond its control, the Company may, with the consent
of the Administrative Agent, provide a Borrower Base Certificate in lieu of the
Borrowing Base Certificate described in clause (i) above, on such date, and
dated as of a Sunday, reasonably acceptable to the Administrative Agent;

                  (f) no later than ten (10) days after the removal of any
Inventory of the Company from the states and counties listed on the then current
Perfection Certificates to a state or county not so listed, a revised Perfection
Certificate, executed by the Company, indicating the new location of such
Inventory;

                  (g) promptly upon entering into a Swap Contract relating to
interest rates (or any amendments or modifications thereto) with any Bank Swap
Party, a copy of such Swap Contract (or such amendment or modification
document);

                                       72
<PAGE>

                  (h) as soon as available, but not later than thirty (30) days
after the end of each of the calendar months of each calendar year a report on
payables and the aging of receivables in a form satisfactory to the
Administrative Agent; and

                  (i) promptly, such additional information regarding the
business, financial or corporate affairs of the Company or any of its
Subsidiaries as the Administrative Agent may from time to time request.

                  7.03 Notices. The Company shall promptly notify the
Administrative Agent and each Bank:

                  (a) of the occurrence of any Default or Event of Default, and
of the occurrence or existence of any event or circumstance that will
foreseeably become a Default or Event of Default;

                  (b) of (i) any breach or non-performance of, or any default
under, any Contractual Obligation of the Company or any of its Subsidiaries
which could reasonably be expected to result in a Material Adverse Effect; and
(ii) any dispute, litigation, investigation, proceeding or suspension which may
exist at any time between the Company or any of its Subsidiaries and any
Governmental Authority;

                  (c) of the commencement of, or any material development in,
any litigation or proceeding affecting the Company or any of its Subsidiaries
(i) in which the amount of damages claimed is $5,000,000 (or its equivalent in
another currency or currencies) or more, (ii) in which injunctive or similar
relief is sought and which, if adversely determined, would reasonably be
expected to have a Material Adverse Effect, or (iii) in which the relief sought
is an injunction or other stay of the performance of any Loan Document;

                  (d) upon, but in no event later than ten (10) days after,
becoming aware of (i) any and all enforcement, cleanup, removal or other
governmental or regulatory actions instituted, completed or threatened against
the Company or any of its Subsidiaries or any of their respective properties
pursuant to any applicable Environmental Laws that constitute Significant
Environmental Issues, (ii) any Environmental Claim in excess of $500,000, and
(iii) any changes in Environmental Laws which will require Capital Expenditures
in excess of levels assumed by the Company in the preparation of any financial
models or projections delivered to the Banks (including forecasts required by
Section 7.01(d));

                  (e) of any other litigation or proceeding affecting the
Company or any of its Subsidiaries which the Company would be required to report
to the SEC pursuant to the Exchange Act, within four days after reporting the
same to the SEC;

                  (f) of the occurrence of any of the following events affecting
the Company or any ERISA Affiliate (but in no event more than ten (10) days
after such event), and deliver to the Administrative Agent and each Bank a copy
of any notice with respect to such event that is filed with a Governmental
Authority and any notice delivered by a Governmental Authority to the Company or
any ERISA Affiliate with respect to such event:

                    (i) an ERISA Event;

                                       73
<PAGE>

                    (ii) a material increase in the Unfunded Pension Liability
               of any Pension Plan;

                    (iii) the adoption of, or the commencement of contributions
               to, any Plan subject to Section 412 of the Code by the Company or
               any ERISA Affiliate or the adoption of any amendment to a Plan
               subject to Section 412 of the Code, if such adoption or amendment
               results in a material increase in contributions or Unfunded
               Pension Liability;

                  (g) of any material change in accounting policies, financial
reporting practices or hedging practices by the Company or any of its
consolidated Subsidiaries; and

                  (h) of any change (i) in the location of the Company's or any
Restricted Subsidiary's chief executive office, its principal place of business,
any office in which it maintains books or records relating to Collateral owned
by it or any office or facility at which Collateral owned by it is located
(including the establishment of any such new office or facility), or (ii) in the
Company's or any Restricted Subsidiary's Federal Taxpayer Identification Number
or organizational identification number; provided that notice under this
subsection (h) shall be deemed given if provided in a Perfection Certificate
delivered under 7.02(f).

                  Each notice under this Section 7.03 shall be accompanied by a
written statement by a Responsible Officer setting forth details of the
occurrence referred to therein, and stating what action the Company or any
affected Subsidiary proposes to take with respect thereto and at what time. Each
notice under Section 7.03(a) shall describe with particularity any and all
clauses or provisions of the relevant Loan Document that have been (or
foreseeably will be) breached or violated.

                  7.04 Preservation of Corporate Existence, Etc. The Company
shall, and shall cause each Restricted Subsidiary to:

                  (a) preserve and maintain in full force and effect its
corporate existence (or equivalent) and good standing under the laws of its
state or jurisdiction of incorporation or organization unless such failure would
not have a Material Adverse Effect;

                  (b) preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business except
in connection with transactions permitted by Section 8.03 and sales of assets
permitted by Section 8.02;

                  (c) use reasonable efforts, in the ordinary course of
business, to preserve its business organization and goodwill; and

                  (d) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

                  7.05 Maintenance of Property. The Company shall maintain, and
shall cause each Restricted Subsidiary to maintain, and preserve all its
property which is used or useful in its


                                       74
<PAGE>

business in good working order and condition, ordinary wear and tear excepted
and make all necessary repairs thereto and renewals and replacements thereof
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect. The Company and each Restricted Subsidiary shall use
the standard of care typical in the industry in the operation and maintenance of
its Facilities.

                  7.06 Insurance. In addition to insurance requirements set
forth in the Collateral Documents, the Company shall maintain, and shall cause
each of its Restricted Subsidiaries to maintain, with financially sound and
reputable independent insurers, insurance with respect to its properties and
business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons; including workers' compensation insurance, public liability and
property and casualty insurance which amount shall not be reduced by the Company
in the absence of thirty (30) days' prior written notice to the Administrative
Agent. All insurance policies listed on Schedule 7.06 shall name the Collateral
Agent as loss payee, in each case for the benefit of itself, the Banks and the
Bank Swap Parties, as its interests may appear. Each such policy listed on
Schedule 7.06 shall require, among other things, that no cancellation or
material modification of such policy shall be effective until thirty (30) days
prior written notice thereof shall have been provided to the Administrative
Agent. The Company shall furnish the Administrative Agent, with sufficient
copies for each Bank, at reasonable intervals (and in any event at least once
per calendar year) a certificate of a Responsible Officer of the Company and
each insurance broker of the Company setting forth the nature and extent of all
insurance maintained by the Company and its Restricted Subsidiaries in
accordance with this Section or any Collateral Documents (and which, in the case
of a certificate of a broker, were placed through such broker).

                  7.07 Payment of Obligations. The Company shall, and shall
cause each of its Restricted Subsidiaries to, pay and discharge as the same
shall become due and payable, all their respective material obligations and
liabilities, including:

                  (a) all tax liabilities, assessments and governmental charges
or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings and adequate reserves in
accordance with GAAP are being maintained by the Company or such Subsidiary;

                  (b) all lawful claims which, if unpaid, would by law become a
Lien upon its property; and

                  (c) all Indebtedness, as and when due and payable, but subject
to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness.

                  7.08 Compliance with Laws. The Company shall comply, and shall
cause each Subsidiary to comply, in all material respects with all Requirements
of Law of any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect. The Company shall, and shall cause each of its


                                       75
<PAGE>

ERISA Affiliates to: (a) maintain each Plan in compliance in all respects with
the applicable provisions of ERISA, the Code and other federal or state law,
except to the extent that the failure to do so could not reasonably be expected
to have a Material Adverse Effect; (b) cause each Plan which is qualified under
Section 401(a) of the Code to maintain such qualification, except to the extent
that the failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (c) make all required contributions to any Plan subject to
Section 412 of the Code.

                  7.09 Inspection of Property and Books and Records. The Company
shall maintain and shall cause each Restricted Subsidiary to maintain proper
books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Company and
such Restricted Subsidiary. The Company shall permit, and shall cause each
Restricted Subsidiary to permit, representatives and independent contractors of
the Administrative Agent or any Bank to visit and inspect any of their
respective properties, to examine their respective corporate, financial and
operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants, all at the expense of
the Company and at such times during normal business hours and as often as may
be reasonably desired, upon any advance notice to the Company; provided when an
Event of Default exists the Administrative Agent or any Bank may do any of the
foregoing at the expense of the Company at any time during normal business hours
and without advance notice. Without limiting the generality of the foregoing,
the Company agrees that semiannual Borrowing Base audit examinations on or about
March 31 and September 30 of each year beginning in 2001 (or more frequently, as
may be required by the Administrative Agent acting alone or at the direction of
the Lead Banks, in its or their sole discretion) shall be conducted at the
Company's cost and expense in scope and detail satisfactory to the
Administrative Agent or the Lead Banks, utilizing, at the election of the
Administrative Agent or the Lead Banks, in-house personnel of the Administrative
Agent or one or more Lead Banks, or one or more outside appraisers selected by
the Administrative Agent or the Lead Banks.

                  7.10 Environmental Laws.

                  (a) The Company shall, and shall cause each of its
Subsidiaries to, conduct its operations and keep and maintain its property in
compliance with all Environmental Laws, except that it will not be a breach of
this covenant if noncompliance could not reasonably be expected to result,
individually or in the aggregate, in a Material Adverse Effect.

                  (b) Upon the written request of the Administrative Agent or
the Majority Banks, the Company shall submit and cause each of its Subsidiaries
to submit, to the Administrative Agent with sufficient copies for each Bank, at
the Company's sole cost and expense, at reasonable intervals, a report prepared
by an environmental consultant approved by the Administrative Agent or the Lead
Banks, in form and substance satisfactory to the Lead Banks, providing an update
of the status of any environmental, health or safety compliance, hazard or
liability issue or matter disclosed on Schedule 6.12 or identified in any notice
or report required pursuant to Section 7.03(d), that could reasonably be
expected to, individually or in the aggregate, result in liability in excess of
$10,000,000.

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                  (c) The Company shall perform all environmental remediation in
respect of the "Excluded Area" (as defined in the Port Arthur Purchase
Agreement) in the manner and at such times as are contemplated in the Company's
remediation plan as evidenced by the November 9, 1994 report of Black and Veatch
Waste Science, Inc. and RTM/Jones and Neuse, Inc. and the Texas Natural Resource
Conservation Commission, and, in addition, the Company shall comply with any
further Requirement of Law which becomes applicable to the Excluded Area. In the
event the Company revises its remediation plan in respect to the "Excluded Area"
(whether by reason of a further Requirement of Law or otherwise), the Company
shall promptly notify the Administrative Agent and the Banks of such revision,
in detail satisfactory to the Majority Banks, and shall comply with such revised
remediation plan.

                  7.11 Use of Proceeds. The Company shall use the Letters of
Credit and the proceeds of the Loans for working capital and general corporate
purposes and not (a) in contravention of any Requirement of Law or of any Loan
Document or any Institutional Finance Document or (b) in any manner that would
result in the credit extended under this Agreement being in violation of
Regulation T, U or X of the FRB.

                  7.12 Further Assurances.

                  (a) The Company shall ensure that all written information,
exhibits and reports furnished to the Administrative Agent or the Banks, when
taken as a whole, do not and will not contain any untrue statement of a material
fact and do not and will not omit to state any material fact or any fact
necessary to make the statements contained therein not misleading in light of
the circumstances under which they were made, and will promptly disclose to the
Administrative Agent and the Banks and correct any defect or error that may be
discovered therein or in any Loan Document or in the execution, acknowledgment
or recordation thereof.

                  (b) Promptly upon request by the Administrative Agent or the
Majority Banks, the Company shall (and shall cause any of the Restricted
Subsidiaries to) do, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register, any and all such further acts, deeds,
conveyances, security agreements, mortgages, assignments, estoppel certificates,
financing statements, financing statements in lieu of continuation statements
and amendments thereto, termination statements, notices of assignment,
transfers, certificates, assurances and other instruments the Administrative
Agent or such Banks, as the case may be, may require from time to time in order
(i) to carry out more effectively the purposes of any Loan Document, (ii) to
subject to the Liens created by any of the Collateral Documents any of the
properties, rights or interests covered by any of the Collateral Documents,
(iii) to perfect and maintain the validity, effectiveness and priority of any of
the Collateral Documents and the Liens intended to be created thereby, and (iv)
to better assure, convey, grant, assign, transfer, preserve, protect and confirm
to the Administrative Agent and the Banks the rights granted or now or hereafter
intended to be granted to the Administrative Agent or the Banks under any Loan
Document or under any other document executed in connection therewith.

                  7.13 Account Customers.

                  (a) The Company shall, and shall cause each of the Restricted
Subsidiaries to, promptly notify in writing all future wholesale account
customers and debtors that any amounts


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with respect to wholesale accounts receivable shall be paid directly into the
Concentration Account specifying in such notice the name of the Concentration
Bank and the branch and account number of such account.

                  (b) The Company shall, and shall cause each of the Restricted
Subsidiaries to, forward all funds received by the Company or such Restricted
Subsidiaries in respect of accounts receivable or any other Accounts (in each
case not otherwise deposited in a Collection Bank Account or the Concentration
Account) to the Concentration Account by wire transfer of immediately available
funds.

                  7.14 Accounts. The Company shall:

                  (a) promptly upon, but in no event later than three (3)
Business Days after, the Company's learning thereof, inform the Administrative
Agent and each Bank in writing of any material delay by any Account Debtor in
the performance of any of such Account Debtor's obligations to the Company and
of any material allowance, credit or other money granted by the Company to any
Account Debtor owing more than $500,000; and

                  (b) promptly upon, but in no event later than three (3)
Business Days after, the Company's receipt or learning thereof, furnish to and
inform the Administrative Agent and each Bank of all material information
relating to the adverse financial condition of any Account Debtor.

                  7.15 Transfer of Funds into the Collection Bank Account and
Concentration Account.

                  (a) The Company shall monitor daily the balances of the
Lockbox and the Company shall promptly initiate an Electronic Funds Transfer of
the entire available amount in such account or Lockbox to the Collection Deposit
Account or the Concentration Bank Account unless the balance in any such account
or Lockbox is less than $10,000.

                  (b) With respect to direct transfers from any wholesale
customer who has authorized the Company to initiate ACH Transfers or other
debits directly from such customer's accounts into the Collection Deposit
Account or the Concentration Account from time to time to settle such customer's
account with the Company, the Company shall promptly initiate or direct the
Collection Bank or the Concentration Bank to initiate such ACH Transfer in the
ordinary course of the Company's business, consistent with past practice.

                  (c) During the continuance of an Event of Default, the
Administrative Agent shall have the right, with full power of attorney in the
place and stead of the Company to initiate ACH Transfers from all wholesale
customer accounts that have been authorized for ACH Transfers, to the Collection
Deposit Account or the Concentration Bank Account, as applicable.

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                                 ARTICLE VIII.

                               NEGATIVE COVENANTS

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

                  8.01 Limitation on Liens. The Company shall not, and shall not
suffer or permit any Restricted Subsidiary to, directly or indirectly, make,
create, incur, assume or suffer to exist any Lien upon or with respect to any
part of its property, whether now owned or hereafter acquired, other than the
following ("Permitted Liens"):

                  (a) any Lien (other than a Lien on the Collateral) existing on
property of the Company or any Restricted Subsidiary on the Effective Date and
set forth in Schedule 8.01 securing Indebtedness or other obligations
outstanding on such date;

                  (b) any Lien created under any Loan Document;

                  (c) Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or, to the
extent that non-payment thereof is permitted by Section 7.07, provided that no
notice of lien has been filed or recorded under the Code;

                  (d) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary course
of business which are not delinquent or remain payable without penalty or which
are being contested in good faith and by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the property
subject thereto;

                  (e) Liens (other than any Lien imposed by ERISA and other than
on the Collateral) consisting of pledges or deposits required in the ordinary
course of business in connection with workers' compensation, unemployment
insurance and other social security legislation;

                  (f) Liens (other than Liens on the Collateral) on the property
of the Company or its Restricted Subsidiary securing (i) the non-delinquent
performance of bids, trade contracts (other than for borrowed money), leases,
statutory obligations, (ii) obligations on surety and appeal bonds, and (iii)
other non-delinquent obligations of a like nature; in each case, incurred in the
ordinary course of business; provided all such Liens in the aggregate would not
(even if enforced) reasonably be expected to cause a Material Adverse Effect;

                  (g) Liens consisting of judgment or judicial attachment liens,
provided that the enforcement of such Liens is effectively stayed and all such
Liens in the aggregate at any time outstanding for the Company and the
Restricted Subsidiaries do not exceed $5,000,000;

                  (h) easements, rights-of-way, restrictions and other similar
encumbrances (other than Liens on the Collateral) which, in the aggregate, are
not substantial in amount, and which do

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<PAGE>

not in any case materially detract from the value of the property subject
thereto or interfere with the ordinary conduct of the businesses of the Company
and the Restricted Subsidiaries;

                  (i) Liens on assets (other than assets of the same type as the
Collateral) of Persons which become Restricted Subsidiaries after the date of
this Agreement; provided that (i) such Liens existed at the time the respective
corporations became Restricted Subsidiaries and were not created in anticipation
thereof and (ii) the Indebtedness and other obligations secured by such Liens is
permitted under Section 8.05;

                  (j) purchase money security interests on any property (other
than the Collateral) acquired or held by the Company or any Restricted
Subsidiary, securing Indebtedness and other obligations incurred or assumed for
the purpose of financing all or any part of the cost of acquiring such property;
provided that (i) any such Lien attaches to such property concurrently with or
within sixty (60) days after the acquisition thereof, (ii) such Lien attaches
solely to the property so acquired in such transaction, (iii) the principal
amount of the debt secured thereby does not exceed 100% of the cost of such
property, and (iv) the principal amount of the Indebtedness secured by any and
all such purchase money security interests shall not at any time exceed
$15,000,000;

                  (k) Liens (other than Liens on the Collateral) securing
obligations in respect of Capitalized Leases on assets subject to such leases;
provided that such Capitalized Leases are otherwise permitted hereunder;

                  (l) Liens arising solely by virtue of any statutory or common
law provision relating to banker's liens, rights of setoff or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided that such deposit account is not a part of the
Collateral and is not subject to restrictions against access by the Company or
any Restricted Subsidiary, as the case may be, in excess of those set forth by
regulations promulgated by the FRB;

                  (m) Liens consisting of pledges of Cash, Cash Equivalents,
Qualifying Investments or Treasury Securities owned by the Company to secure, on
a mark-to-market basis, obligations under Swap Contracts of the Company or any
Restricted Subsidiary relating to commodity prices entered into in the ordinary
course of business as bona fide hedging transactions or to secure petroleum
inventory delivery requirements resulting therefrom; provided that (i) the
counterparty to such Swap Contract is an entity listed on Schedule 8.01(m) of
this Agreement or an Affiliate of such an entity, or such counterparty is under
a similar requirement to deliver similar collateral from time to time to the
Company and the Restricted Subsidiary party thereto, and (ii) the aggregate
value of such collateral so pledged by the Company and the Restricted
Subsidiaries together in favor of all counterparties does not at any time exceed
$50,000,000;

                  (n) Liens (other than Liens on the Collateral) (i) arising
from precautionary filings of UCC financing statements relating solely to
operating leases permitted by this Agreement and (ii) on equipment or intangible
assets purchased in connection with an operating lease permitted by this
Agreement granted to secure obligations under such operating lease;

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<PAGE>

                  (o) Liens on Cash or Qualifying Investments pledged in lieu of
letters of credit for bonding and performance requirements, insurance
requirements and workers' compensation requirements of the Company or any
Restricted Subsidiary so long as the aggregate amount of Cash and Qualifying
Investments so pledged does not exceed $10,000,000 at any time;

                  (p) Liens on Inventory under Section 9-343 of the UCC as in
effect in the State of Texas as of the Effective Date;

                  (q) Liens (other than Liens on the Collateral) on fixed assets
of the Company or any Restricted Subsidiary to secure tax-exempt industrial
development bonds permitted by Section 8.05(f);

                  (r) Liens on stock or assets of Unrestricted Subsidiaries;

                  (s) [intentionally omitted];

                  (t) leases of and easements for access to ancillary equipment
(other than the Collateral) necessary to operate the PACC Coker Project, which
do not in any case interfere with the ordinary conduct of the Company and the
Restricted Subsidiaries;

                  (u) Liens on up to $140,000,000 of Cash, Cash Equivalents
and/or Qualifying Investments used to secure Indebtedness permitted by Section
8.05(j); and

                  (v) other Liens securing Indebtedness of up to $2,000,000 at
any time.

                  8.02 Disposition of Assets. The Company shall not, and shall
not suffer or permit any Restricted Subsidiary to, directly or indirectly, sell,
assign, lease, convey, transfer or otherwise dispose of (whether in one or a
series of transactions and whether or not in a Sale-Leaseback Transaction) any
property (including accounts and notes receivable, with or without recourse) or
enter into any agreement to do any of the foregoing, except:

                  (a) dispositions of inventory, or used, worn-out or surplus
equipment, all in the ordinary course of business;

                  (b) the sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are promptly applied to the purchase
price of such replacement equipment;

                  (c) the sale of property pursuant to a Sale-Leaseback
Transaction if the resulting lease is permitted by Section 8.10;

                  (d) the sale or liquidation of Cash Equivalents or Qualifying
Investments in accordance with the terms of the Loan Documents;

                  (e) the sale of the assets set forth on Schedule 8.02;

                  (f) the sale of stock or assets of Unrestricted Subsidiaries;

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<PAGE>

                  (g) the sale, assignment, lease, conveyance, transfer or other
disposition of other property not described in clauses (a)-(f), the aggregate
fair market value of which does not exceed $25,000,000 per calendar year;
provided however that to the extent any portion of such $25,000,000 basket is
not utilized in any calendar year, up to $12,500,000 of such unutilized amount
shall be added to the amount of the aggregate fair market value of the assets
which may be sold, assigned, leased, conveyed, transferred or otherwise disposed
of under this clause (g) in the following year.

                  8.03 Consolidations and Mergers. The Company shall not, and
shall not suffer or permit any Restricted Subsidiary to, merge, consolidate with
or into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
except:

                  (a) any Restricted Subsidiary may merge with the Company,
provided that the Company shall be the continuing or surviving corporation, or
with any one or more Restricted Subsidiaries; provided that if any transaction
shall be between a Restricted Subsidiary and a wholly-owned Restricted
Subsidiary, the wholly-owned Restricted Subsidiary shall be the continuing or
surviving corporation;

                  (b) any Restricted Subsidiary may sell all or substantially
all of its assets (upon voluntary liquidation or otherwise), to the Company or
another wholly-owned Restricted Subsidiary;

                  (c) any Restricted Subsidiary may merge with any Person to
effectuate an acquisition of such Person whereafter the surviving corporation in
such merger is a Restricted Subsidiary; provided, that such acquisition is
permitted pursuant to Section 8.04; and

                  (d) the Company may merge or consolidate with Holdings so long
as (i) the Company is the surviving entity of such merger or consolidation, (ii)
Holdings has no Indebtedness outstanding (or securities that are convertible
into or exchangeable for Indebtedness) immediately prior to such merger or
consolidation, (iii) Holdings has no other liabilities or obligations
outstanding in the opinion of the Administrative Agent and (iv) after giving
effect to such merger or consolidation, no Default or Event of Default shall
have occurred and be continuing.

                  8.04 Loans and Investments. The Company shall have no direct
or indirect Restricted Subsidiaries (other than the Pipeline Subsidiary and the
Subsidiaries listed on Schedule 6.17) without the prior written consent of the
Majority Banks unless such Restricted Subsidiary becomes a co-borrower or a
guarantor hereunder pursuant to an amendment to this Agreement and the other
Loan Documents (including if necessary, execution of a guarantee) in form and
substance satisfactory to the Administrative Agent to reflect such Restricted
Subsidiary becoming a co-borrower or guarantor hereunder (it being understood
that upon becoming such an obligor, exceptions to covenants which apply to the
Company shall apply to such Restricted Subsidiary and the assets of such
Restricted Subsidiary shall be included in the calculation of the Borrowing Base
on the same basis as are those of the Company and any amendments to this
Agreement or the other Loan Documents shall reflect the foregoing), it being
understood that

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<PAGE>

reference herein to "Restricted Subsidiaries" is to the Pipeline Subsidiary, the
Subsidiaries listed on Schedule 6.17, and any other Restricted Subsidiary which
may be formed or acquired after the date of this Agreement after obtaining such
consent. The Company shall not make or commit to make any Investment in any
Person including any Affiliate of the Company other than a Restricted Subsidiary
that satisfies the requirements of the preceding sentence, except:

                  (a) Investments in Cash Equivalents and Qualifying Investments
in which the Collateral Agent has a valid, perfected first priority Lien upon
under the Collateral Account Agreement;

                  (b) extensions of credit in the nature of accounts receivable
or notes receivable arising from the sale or lease of goods or services in the
ordinary course of business;

                  (c) Investments in Joint Ventures to the extent permitted
under Section 8.09 in an aggregate amount not to exceed $20,000,000;

                  (d) Investments in publicly traded stocks in an aggregate
amount not exceeding at any time $100,000;

                  (e) promissory notes received as consideration in connection
with any sale permitted under Sections 8.02(e) and 8.02(f) or in settlement of
claims;

                  (f) Investments in respect of securities of another Person
received by the Company or any of its Subsidiaries in connection with a plan of
reorganization of such Person or a readjustment of its debts;

                  (g) Investments in Treasury Securities, in Cash Equivalents
and Qualifying Investments pledged pursuant to Section 8.01(m) and in Qualifying
Investments pledged pursuant to Section 8.01(o);

                  (h) Investments in marketable securities other than those
described in clauses (a), (d), (f) and (g) in an aggregate amount not to exceed
$5,000,000;

                  (i) acquisitions made solely with (i) one or more equity
issuances of, and/or capital contributions to, the Company (or the net cash
proceeds therefrom) and/or (ii) existing cash of the Company in an aggregate
amount not exceeding $25,000,000, (provided that after giving effect to any such
acquisition, the Company and its Restricted Subsidiaries have not incurred any
additional Indebtedness, other than acquired Indebtedness otherwise permitted
under Section 8.05); provided that (a) the seller with respect to such
acquisition has provided an environmental indemnity (including with respect to
costs and expenses) reasonably satisfactory to the Administrative Agent, and (b)
an independent consultant, acceptable to the Agents, in their sole discretion,
projects in writing that after giving effect to any debt service requirements
applicable to any acquired indebtedness in respect of any such acquisition, the
earnings before interest, tax, depreciation and amortization less capital
expenditures required for maintenance purposes with respect to the assets being
acquired shall be greater than zero for the two years immediately succeeding
such acquisition; and

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<PAGE>

                  (j) Investments other than those described in clauses (a), (b)
and (d)-(i) in an aggregate amount not exceeding $45,000,000, less the aggregate
amount of Investments outstanding that are described in Section 8.04(c).

                  8.05 Limitation on Indebtedness. The Company shall not, and
shall not suffer or permit any Subsidiary to, create, incur, assume, suffer to
exist, or otherwise become or remain directly or indirectly liable with respect
to, any Indebtedness, except:

                  (a) Indebtedness incurred pursuant to this Agreement;

                  (b) Indebtedness consisting of Contingent Obligations
permitted pursuant to Section 8.08;

                  (c) Indebtedness existing on the Effective Date and set forth
in Schedule 8.05;

                  (d) Indebtedness of the Company secured by Liens permitted by
Sections 8.01(i), (j), (m) and (o);

                  (e) Indebtedness of the Company incurred in connection with
leases permitted pursuant to Section 8.10;

                  (f) Indebtedness of the Company with respect to tax-exempt
industrial development bonds in an aggregate amount not to exceed $75,000,000;

                  (g) Indebtedness incurred to refinance in whole or in part the
9 1/2% Notes, the 1997 Fixed Rate Notes and/or the 1998 Fixed Rate Notes and/or
the 1998 Floating Rate Loans and to pay any applicable premiums and expenses;
provided, that the terms of such Indebtedness are no less favorable, in the
aggregate (as determined by the Agents, in their sole discretion), to the
Company or the Banks than are contained in the 9 1/2% Note Indenture and/or the
applicable the 1997 Fixed Rate Note Indentures and/or the 1998 Fixed Rate Note
Indenture and/or the 1998 Floating Rate Credit Agreement;

                  (h) Indebtedness incurred by Unrestricted Subsidiaries to the
extent permitted under the 9 1/2% Note Indenture, the Holdings Note Indenture,
the 1997 Fixed Rate Note Indentures, the 1998 Fixed Rate Note Indenture and the
1998 Floating Rate Credit Agreement;

                  (i) additional Indebtedness incurred by the Company in a total
amount outstanding at any time not exceeding $75,000,000 (which amount may be
increased to up to $200,000,000 if the Company's Consolidated Debt to
Capitalization Ratio (after giving pro forma effect to the incurrence of such
Indebtedness) is less than or equal to 0.60; provided, that the Company shall
notify the Administrative Agent of the incurrence of such Indebtedness on or
before the date it is incurred and that at the time of incurrence of any
Indebtedness pursuant to this clause (i), not more than $25,000,000 of all
Indebtedness outstanding under this clause (i) matures concurrently with or
before the scheduled final maturity of the Obligations owing hereunder; and
provided, further that Indebtedness incurred in accordance with this clause (i)
may be secured if the liens securing such Indebtedness are permitted under
Section 8.01(i) hereof; and

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<PAGE>

                  (j) Indebtedness of the Company under letters of credit (other
than Letters of Credit) in an amount not to exceed $140,000,000; provided that
not more than $40,000,000 shall be incurred for purposes other than acquiring
Petroleum Inventory.

                  8.06 Transactions with Affiliates. The Company shall not, and
shall not suffer or permit any Restricted Subsidiary to, enter into any
transaction, or enter into or suffer to exist any agreement, with any Affiliate
of the Company, except upon fair and reasonable terms no less favorable to the
Company or such Restricted Subsidiary than the Company or such Restricted
Subsidiary would obtain in a comparable arm's-length transaction with a Person
not an Affiliate of the Company or such Restricted Subsidiary; provided, that
(a) this Section 8.06 shall not prohibit payments by the Company which have been
approved by a majority of the board of directors of the Company, to the Fund
Affiliates or any advisor thereof in connection with any underwriting or
placement services or in respect of other investment banking activities,
including without limitation, acquisitions or divestitures and (b) so long as no
Event of Default has occurred or would occur as a result of such payment, the
Company may make payment to the Fund Affiliates of monitoring and management
fees not to exceed $2,000,000 in each twelve month period (which fees may be
paid at any time if not paid in the period accrued) plus reasonable expenses in
connection therewith.

                  8.07 Use of Proceeds. The Company shall not, and shall not
suffer or permit any Subsidiary to, use any portion of the Loan proceeds or any
Letter of Credit, directly or indirectly, (i) to purchase or carry Margin Stock,
(ii) to repay or otherwise refinance indebtedness of the Company or others
incurred to purchase or carry Margin Stock, (iii) to extend credit for the
purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act.

                  8.08 Contingent Obligations. The Company shall not, and shall
not suffer or permit any Restricted Subsidiary to, create, incur, assume or
suffer to exist any Contingent Obligations except:

                  (a) endorsements for collection or deposit in the ordinary
course of business;

                  (b) Swap Contracts of the Company relating to commodity prices
entered into in the ordinary course of business as bona fide hedging
transactions;

                  (c) Swap Contracts of the Company relating to interest rates
entered into in the ordinary course of business as bona fide hedging
transactions with Bank Swap Parties; provided, that the aggregate notional
amount of all such Swap Contracts at any time outstanding shall not exceed
$100,000,000; and provided, further that no such Swap Contract shall have a term
greater than five (5) years;

                  (d) Contingent Obligations of the Company and its Restricted
Subsidiaries existing as of the Effective Date and listed in Schedule 8.08;

                  (e) Contingent Obligations with respect to the Letters of
Credit;

                  (f) Contingent Obligations with respect to Outstanding
Eligible LOIs in an aggregate Effective Amount at any time not exceeding
$40,000,000;

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<PAGE>

                  (g) Contingent Obligations of the Company in an amount not
exceeding $300,000 with respect to the limited guaranty by the Company of a
working capital facility for Polymer Asphalt Products, L.C., a Missouri limited
liability company;

                  (h) Contingent Obligations constituting Investments permitted
by Section 8.04; and

                  (i) Other Contingent Obligations in an aggregate amount not to
exceed $2,000,000 at any time.

                  8.09 Joint Ventures and Pipeline Subsidiary.

                  (a) The Company shall not, and shall not suffer or permit any
Restricted Subsidiary to, enter into or at any time be a party to any Joint
Venture; provided that the Company or any Restricted Subsidiary may enter into
and be a party to any Joint Venture so long as (i) such Joint Venture is engaged
in the same line of business or in a related line of business as the line of
business engaged in by the Company, (ii) the sum of (A) the aggregate amount of
all Investments made by the Company and its Restricted Subsidiaries in any Joint
Venture on a cumulative basis (other than the aggregate amount of Investments
made by the Company in the Joint Venture relating to the Port Arthur Products
Station (the "PAPS Joint Venture")) and (B) the aggregate amount of all
Contingent Obligations incurred by the Company and its Restricted Subsidiaries
with respect to any Indebtedness of all Joint Ventures, shall not exceed in the
aggregate $20,000,000, and (iii) the aggregate amount of all Investments made by
the Company and its Restricted Subsidiaries in the PAPS Joint Venture on a
cumulative basis shall not exceed the amount that is required to be made by the
Company pursuant to the Port Arthur Purchase Agreement as in effect on April 19,
1995 or which is otherwise required in order to repair and maintain, in the
ordinary course of business, tanks and other equipment in which the Company has
an interest.

                  (b) The Company will not permit the Pipeline Subsidiary to
engage in any business or conduct any activity other than owning and operating
all or a portion of the Port Arthur Facilities. Without limiting the foregoing,
the Company will not permit the Pipeline Subsidiary to (i) incur or remain
liable with respect to any Indebtedness or Contingent Obligation, (ii) suffer to
exist any Lien other than Permitted Liens described in Sections 8.01(c), (d),
(e), (f), (g), (h) and (n), or (iii) make any loan, investment or capital
contribution to any Person.

                  8.10 Lease Obligations. The Company shall not, and shall not
suffer or permit any Restricted Subsidiary to, create or suffer to exist any
obligations for the payment of rent for any property under lease or agreement to
lease, except for:

                  (a) leases of the Company and of Restricted Subsidiaries in
existence on the Effective Date and any renewal, extension or refinancing
thereof; and

                  (b) Capitalized Leases and operating leases entered into by
the Company after the Effective Date in the ordinary course of business;
provided that as of any date of determination the aggregate annual rental
payments for all such Capitalized Leases and operating leases together with the
leases permitted by Section 8.10(a) for the four fiscal quarters following such

                                       86
<PAGE>

date of determination (and not including the fiscal quarter in which such date
of determination occurs) shall not exceed the greater of (i) $35,000,000, and
(ii) 15% of EBITDA for the four fiscal quarters immediately preceding (or ending
on, if such date of determination is the end of a fiscal quarter) such date of
determination; provided that if EBITDA decreases after one or more leases have
been entered into in compliance with this Section 8.10(b) and as a result of
such decrease in EBITDA the limitations of clauses (i) and (ii) above are then
exceeded, the Company shall not be deemed to have breached this Section 8.10 by
reason of such decrease in EBITDA, provided that the Company shall not enter
into any new lease until such time as such new lease is then permitted by this
Section 8.10(b).

                  8.11 Restricted Payments. The Company shall not, and shall not
suffer or permit any Restricted Subsidiary to, (i) declare or make any dividend
payment or other distribution of assets, properties, cash, rights, obligations
or securities on account of any shares of any class of the Company's capital
stock, (ii) purchase, redeem or otherwise acquire for value any shares of the
Company's capital stock or any warrants, rights or options to acquire such
shares, now or hereafter outstanding or (iii) make any payment (other than a
refinancing thereof permitted under this Agreement) of principal, or interest
on, the 9 1/2% Notes, the 1997 Fixed Rate Notes, the 1998 Fixed Rate Notes or
the Holdings Notes prior to the applicable regularly scheduled principal and
interest payment dates; provided, that so long as no Default or Event of Default
shall have occurred and be continuing or would result from such declaration or
payment, the Company may: (a) declare and simultaneously make cash payments and
distributions to Holdings for the sole purpose of making payments of interest on
the Holdings Notes and/or cash taxes which are due in accordance with the terms
of the Tax Sharing Agreement, (b) in addition to clauses (a) and (f) of this
Section 8.11, declare and simultaneously make cash payments and distributions to
Parent and/or Holdings, in an aggregate amount not exceeding $25,000,000, (c)
prepay or redeem out of cash on hand up to $300,000,000 in aggregate principal
amount of 9 1/2% Notes, the 1997 Fixed Rate Notes, or the 1998 Fixed Rate Notes
prior to the regularly scheduled payment date thereof, provided, that there are
no Loans outstanding during the immediately preceding thirty (30) day period,
and further provided that the Company shall, prior to the making of any such
prepayment or redemption, deliver to the Administrative Agent a certificate of a
Responsible Officer demonstrating pro forma compliance with Section 8.16 and
shall not incur any Loans for the immediately succeeding ninety (90) day period,
(d) in addition to (c) above, prepay or redeem the 1997 Fixed Rate Notes and the
9 1/2 Notes and 1998 Fixed Rate Notes with the proceeds received from the
issuance of Capital Stock of the Company, Parent or Holdings, (e) in addition to
clauses (c) and (d) above, prepay or redeem the Holdings Notes, with the
proceeds received from the issuance of Capital Stock of the Company, Parent or
Holdings and (f) the Company may declare and pay dividends or make other
distributions to Holdings in respect of overhead, tax liabilities, legal,
accounting and other reasonable professional fees and expenses and other
reasonable fees and expenses in connection with the maintenance of their
existence and their ownership of Holdings and the Company and in order to permit
Holdings and Parent to make payments permitted by the proviso set forth in
Section 8.06.

                  8.12 Change in Business. The Company shall not, and shall not
suffer or permit any Restricted Subsidiary to, engage in any material line of
business substantially different from those lines of business carried on by the
Company and the Restricted Subsidiaries on the date of this Agreement.

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                  8.13 Accounting Changes. The Company shall not, and shall not
suffer or permit any of its Subsidiaries to, make any significant change in
accounting treatment or reporting practices, except as required by GAAP, or
change the fiscal year of the Company or of any such Subsidiary.

                  8.14 ERISA. The Company shall not, and shall not suffer or
permit any of its ERISA Affiliates to: (a) engage in a prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or could reasonably be expected to result in liability of the
Company in an aggregate amount in excess of $2,000,000; or (b) engage in a
transaction that could reasonably be expected to be subject to Section 4069 or
4212(c) of ERISA.

                  8.15 Collection Banks and Concentration Banks; Cash, Cash
Equivalents and Qualifying Investments.

                  (a) The Company and each of its Restricted Subsidiaries will
not (i) establish or maintain any additional Collection Deposit Accounts or any
banking or other account for the deposit of proceeds of the Collateral, or close
any Collection Deposit Account, except in accordance with the terms of the
Concentration Bank Agreement, (ii) close the Concentration Account or establish
any new accounts for the transfer of funds from Collection Deposit Accounts,
except in accordance with the terms of the Concentration Bank Agreement or (iii)
without the prior written consent of the Administrative Agent, establish,
appoint, arrange for or enter into any kind of agreement or understanding with
any entity (other than BT) with respect to such entity's acting as the
Concentration Bank.

                  (b) The Company and each of its Restricted Subsidiaries will
not at any time have any Cash, Cash Equivalents, Qualifying Investments,
proceeds of the Collateral or any other monies, investments, instruments,
securities or cash equivalents in any banking, investment or other account or in
any other place other than in the Concentration Account, or the Collateral
Account; provided that the Company may (i) have Cash and other proceeds of the
Collateral received by the Company on any day in the Lockbox in connection with
its wholesale operations so long as such Cash and such other proceeds of the
Collateral in the Lockbox are deposited into the Collection Deposit Account in
accordance with reasonable business practices and consistent with the Company's
past practices, (ii) have Cash and other proceeds of the Collateral received by
the Company on any day in the Collection Deposit Account so long as such Cash
and such other proceeds of the Collateral are deposited into the Concentration
Account on such day or the next day in accordance with the Collection Bank
Agreement, (iii) have Cash in its operating accounts described in Section 4(a)
of the Concentration Account Agreement so long as the Company disburses such
Cash from such operating accounts for valid business purposes promptly after
such Cash is deposited into such operating accounts, and (iv) pledge Cash, Cash
Equivalents or Qualifying Investments to the extent permitted by Sections
8.01(g), 8.01(m), 8.01(o) and 8.01(u).

                  (c) The Company and each of its Restricted Subsidiaries will
not at any time establish or maintain any commodities accounts other than the
"Accounts" (as defined in the Commodities Account Agreements) in which the
Collateral Agent, on behalf of the Administrative Agent, the Banks and the Bank
Swap Parties, has a perfected security interest.


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                  8.16 Financial Covenants.

                  (a) The Company shall not permit Working Capital to be less
than $150,000,000.

                  (b) The Company shall not permit the aggregate amount of its
Eligible Cash, Eligible Cash Equivalents and Eligible Investments that are both
(i) in or for the benefit of Collateral Accounts existing prior to the date of
this Agreement and (ii) permitted hereby, to be less than $75,000,000.

                  (c) The Company shall not permit the Tangible Net Worth of the
Company and the Restricted Subsidiaries, on a consolidated basis among them, to
be less than $150,000,000.

                  (d) The Company shall not permit Cumulative Cash Flow to be
less than or equal to zero.

                  8.17 Speculative Trading. The Company shall not, and shall not
permit any Subsidiary to (a) engage in transactions in futures contracts and
options to purchase or sell futures contracts for speculative purposes other
than as part of normal business operations as a risk-management strategy and/or
a hedge against changes resulting from market conditions, or (b) enter into any
Swap Contract or any other similar agreement other than to protect the Company
against fluctuations in interest rates, currency exchange rates or commodity
prices.

                  8.18 Amendments of Certain Documents. The Company shall not,
and shall not permit any of its Subsidiaries to, amend or otherwise change the
terms of, or waive any rights under, any of the 9 1/2% Notes, any of the 1997
Fixed Rate Notes, any of the 1998 Fixed Rate Notes, any of the 1998 Floating
Rate Loans, any debt instrument entered into in connection with any refinancing
thereof permitted under this Agreement, the 9 1/2% Note Indenture, the 1997
Fixed Rate Note Indentures, the 1998 Fixed Rate Note Indenture, the 1998
Floating Rate Credit Agreement, the Tax Sharing Agreement, the Port Arthur
Purchase Agreement or the documents executed in connection therewith, if the
effect of such amendment, change or waiver is to increase materially the
obligations of the Company thereunder or is otherwise materially adverse to the
Company or the Banks; provided, that the foregoing restriction shall not apply
to any Unrestricted Subsidiary in respect of any debt instrument entered into in
connection with any refinancing described above.


                                  ARTICLE IX.

                                EVENTS OF DEFAULT

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

                  (a) Non-Payment. The Company fails to pay, (i) when and as
required to be paid herein, any amount of principal of any Loan, or (ii) within
three (3) days after the same becomes due, any interest, fee or any other amount
payable under any Loan Document, or the Company fails to Cash Collateralize any
Letter of Credit or Outstanding Eligible LOI when and as required to be Cash
Collateralized herein; or

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                  (b) Representation or Warranty. Any representation or warranty
by the Company or any of its Restricted Subsidiaries made or deemed made, in any
Loan Document, or which is contained in any certificate, document or financial
or other written statement by the Company, any such Restricted Subsidiary, or
any Responsible Officer or any other officer or employee, furnished at any time
under any Loan Document, is incorrect in any material respect on or as of the
date made or deemed made; or

                  (c) Specific Defaults. The Company fails to perform or observe
any term, covenant or agreement contained in any of Sections 7.03(a) or 7.09 or
Article VIII; or

                  (d) Other Defaults. The Company or any Subsidiary party
thereto fails to perform or observe (i) any term, covenant or agreement
contained in Sections 7.01(c), 7.02 (e) or 7.03 (other than Section 7.03(a)) and
such default shall continue unremedied for a period of three (3) days or (ii)
any other term or agreement contained in this Agreement or any other Loan
Document and such default shall continue unremedied for a period of twenty (20)
days, in each case after the earlier of (x) the date upon which a Responsible
Officer knew or reasonably should have known of such failure and (y) the date
upon which written notice thereof is given to the Company by the Administrative
Agent or any Bank; or

                  (e) Cross-Default. Holdings, the Company or any of their
respective Subsidiaries (other than an Unrestricted Subsidiary) (i) fails to
make any payment in respect of any Indebtedness or Contingent Obligation having
an aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $5,000,000 when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) and such
failure continues after the applicable grace or notice period, if any, specified
in the relevant document on the date of such failure; or (ii) fails to perform
or observe any other condition or covenant, or any other event shall occur or
condition exist, under any agreement or instrument relating to any such
Indebtedness or Contingent Obligation, and such failure continues after the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure if the effect of such failure, event or condition is to
cause, or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to
be declared to be due and payable prior to its stated maturity, or such
Contingent Obligation to become payable or cash collateral in respect thereof to
be demanded; or

                  (f) Insolvency; Voluntary Proceedings. Holdings, the Company
or any of their respective Subsidiaries (other than any Restricted Subsidiary
with total assets of less than $1,000,000 and other than any Unrestricted
Subsidiary) (i) ceases or fails to be Solvent, or generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject to
applicable grace periods, if any, whether at stated maturity or otherwise; (ii)
voluntarily ceases to conduct its business in the ordinary course; (iii)
commences any Insolvency Proceeding with respect to Holdings, the Company or any
Restricted Subsidiary with total assets of at least $1,000,000; or (iv) takes
any action to effectuate or authorize any of the foregoing; or

                  (g) Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against Holdings, the Company or any of their
respective Subsidiaries (other

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than any Restricted Subsidiary with total assets of less than $1,000,000 and
other than any Unrestricted Subsidiary), or any writ, judgment, warrant of
attachment, execution or similar process, is issued or levied against a
substantial part of Holdings', the Company's or such Restricted Subsidiary's
properties, and any such proceeding or petition shall not be dismissed, or such
writ, judgment, warrant of attachment, execution or similar process shall not be
released, vacated or fully bonded within sixty (60) days after commencement,
filing or levy; (ii) Holdings, the Company or any of their respective
Subsidiaries (other than any Restricted Subsidiaries with total assets of less
than $1,000,000 and other than any Unrestricted Subsidiary) admits the material
allegations of a petition against it in any Insolvency Proceeding, or an order
for relief (or similar order under non-U.S. law) is ordered in any Insolvency
Proceeding; or (iii) Holdings, the Company or any of their respective
Subsidiaries (other than any Restricted Subsidiaries with total assets of less
than $1,000,000 and other than any Unrestricted Subsidiary) acquiesces in the
appointment of a receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other similar Person for itself
or a substantial portion of its property or business; or

                  (h) ERISA. (i) An ERISA Event shall occur with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of the Company under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC; (ii) there exists any Unfunded
Pension Liability among Pension Plans; or (iii) the Company or any ERISA
Affiliate shall fail to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan; in each case, which
individually or in the aggregate would reasonably be expected to result in a
Material Adverse Effect; or

                  (i) Monetary Judgments. One or more non-interlocutory
judgments, non-interlocutory orders, decrees or arbitration awards is entered
against the Company or any Restricted Subsidiary involving in the aggregate a
liability (to the extent not covered by independent third-party insurance as to
which the insurer does not dispute coverage) as to any single or related series
of transactions, incidents or conditions, of $5,000,000 or more, and the same
shall remain unsatisfied, unvacated and unstayed pending appeal for a period of
ten (10) days after the entry thereof; or

                  (j) Non-Monetary Judgments. Any non-monetary judgment, order
or decree is entered against the Company or any Restricted Subsidiary which does
or would reasonably be expected to have a Material Adverse Effect, and there
shall be any period of ten (10) consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

                  (k) Change of Control. There occurs any Change of Control; or

                  (l) Loss of Licenses. Any Governmental Authority revokes or
fails to renew any license, permit or franchise of the Company or any Restricted
Subsidiary, or the Company or any Restricted Subsidiary for any reason loses any
license, permit or franchise, or the Company or any Restricted Subsidiary
suffers the imposition of any restraining order, escrow, suspension or impound
of funds in connection with any proceeding (judicial or administrative) with
respect to any license, permit or franchise, in each case to the extent that
such revocation, such failure of

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renewal, such loss, or such imposition could reasonably be expected to have a
Material Adverse Effect; or

                  (m) Collateral.

                    (i) any provision of any Collateral Document shall for any
               reason cease to be valid and binding on or enforceable against
               the Company or any Subsidiary party thereto and the effect
               thereof is to prevent the Collateral Agent on behalf of the
               Administrative Agent, the Banks and the Bank Swap Parties from
               realizing the practical benefits afforded by or purported to be
               afforded by such Collateral Document or the Company or any
               Subsidiary shall so state in writing or bring an action to limit
               its obligations or liabilities thereunder; or

                    (ii) any Collateral Document shall for any reason (other
               than pursuant to the terms thereof) cease to create a valid
               security interest in the Collateral purported to be covered
               thereby or such security interest shall for any reason cease to
               be a perfected and first priority security interest subject only
               to Permitted Liens (other than solely due to the action or
               inaction of the Collateral Agent with respect to matters
               involving priority or perfection); or

                  (n) Holdings amends or otherwise changes the terms of, or
waives any rights under, any of the Holdings Note Indenture or the Holdings
Notes, and the effect of such amendment, change or waiver, together with any
other amendments, changes or waivers thereto previously made, is to increase
materially the obligations of Holdings or the Company or is otherwise materially
adverse to Holdings, the Company or the Banks; or

                  (o) Holdings incurs on or after the Effective Date any secured
or unsecured Indebtedness in the aggregate in excess of $25,000,000;

                  provided that the incurrence of Indebtedness by Holdings to
refinance in whole the Holdings Notes and to pay any applicable premiums and
expenses, which indebtedness shall be on terms no less favorable, in the
aggregate (as determined by the Agents in their sole discretion), to the Banks,
Holdings or the Company than the terms of the Holdings Notes shall not be an
Event of Default under clause (n) or (o) above.

                  9.02 Remedies.

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

                  (a) declare the commitment of each Bank to make Loans and any
obligation of any Issuing Bank to Issue Letters of Credit to be terminated,
whereupon such commitments and such obligations shall be terminated;

                  (b) declare an amount equal to the maximum aggregate amount
that is or at any time thereafter may become available for drawing under any
outstanding Letters of Credit (whether or not any beneficiary shall have
presented, or shall be entitled at such time to present, the drafts or other
documents required to draw under such Letters of Credit) and any Outstanding

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

                  (c) require the Company to immediately deposit with the
Administrative Agent for each Letter of Credit then outstanding, Cash or Cash
Equivalents in an amount equal to 100% of the greatest amount drawable
thereunder; and

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

provided, however, that upon the occurrence of any event specified in Section
(f) or (g) of Section 9.01 (in the case of clause (i) of Section (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each Bank
to make Loans and any obligation of any Issuing Bank to Issue Letters of Credit
shall automatically terminate and the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable without further act of the Administrative Agent, any Issuing
Bank or any Bank. If the Company makes any payments on Loans or to reimburse
unreimbursed drawings under Letters of Credit, in each case after the Banks have
exercised their remedies under Section 9.02(a) or the Banks have elected to have
the unpaid principal amount of all Loans and all interest and other amounts to
become due and payable, the Administrative Agent shall permanently reduce, to
the extent of such payments, the Commitments pro rata as between Tranche 1 Banks
and Tranche 2 Banks based on the Pro Rata Shares of the Banks during the
continuance of such events.

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


                                   ARTICLE X.

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

                  10.01 Appointment of Agent.

                  (a) Each Bank hereby designates BT as Administrative Agent to
act as herein specified. Each Bank hereby irrevocably authorizes, and each
holder of any Note or participation in any Letter of Credit by the acceptance of
a Note or participation shall be deemed irrevocably to authorize, the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and the Notes and any other instruments and agreements referred
to herein and to exercise such powers and to perform such duties hereunder and
thereunder as are specifically delegated to or required of the Administrative
Agent by the terms of this Agreement and thereof and such other powers as are
reasonably incidental thereto. The Administrative Agent shall designate the
Collateral Agent to hold all Collateral and shall itself hold all payments

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of principal, interest, fees, charges and expenses received pursuant to any Loan
Document for the benefit of itself and the Banks to be distributed as provided
herein. The Administrative Agent may perform any of its duties hereunder by or
through its agents or employees.

                  (b) The provisions of this Article X are solely for the
benefit of the Administrative Agent, the Collateral Agent and the Banks, and the
Company shall not have any rights as a third party beneficiary of any of the
provisions of this Article X (other than Section 10.09). In performing its
functions and duties under this Agreement, the Administrative Agent and the
Collateral Agent shall act solely as agent of the Banks and do not assume and
shall not be deemed to have assumed any obligation toward or relationship of
agency or trust with or for the Company or any of its Subsidiaries.

                  10.02 Nature of Duties of Administrative Agent. The
Administrative Agent shall have no duties or responsibilities except those
expressly set forth in the Loan Documents. Neither the Administrative Agent nor
any of its officers, directors, employees or agents shall be liable for any
action taken or omitted by it as such hereunder or in connection herewith,
unless caused by its or their gross negligence or willful misconduct. The duties
of the Administrative Agent shall be mechanical and administrative in nature;
the Administrative Agent shall not have by reason of the Loan Documents a
fiduciary relationship in respect of any Bank; and nothing in the Loan
Documents, expressed or implied, is intended to or shall be so construed as to
impose upon the Administrative Agent any obligations in respect of the Loan
Documents except as expressly set forth herein or therein.

                  10.03 Lack of Reliance on Agent-Related Persons.

                  (a) Independently and without reliance upon any Agent-Related
Persons, each Bank, to the extent it deems appropriate, has made and shall
continue to make (i) its own independent investigation of the financial or other
condition and affairs of the Company and its Subsidiaries in connection with the
taking or not taking of any action in connection herewith and (ii) its own
appraisal of the creditworthiness of each of the Company and its Subsidiaries,
and, except as expressly provided in this Agreement, no Agent-Related Person
shall have any duty or responsibility, either initially or on a continuing
basis, to provide any Bank with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or
the issuance of any Letter of Credit or at any time or times thereafter.

                  (b) No Agent-Related Person shall be responsible to any Bank
for any recitals, statements, information, representations or warranties herein
or in any document, certificate or other writing delivered in connection
herewith or for the execution, effectiveness, genuineness, validity,
enforceability, collectibility, priority or sufficiency of any Loan Document or
the financial or other condition of the Company or its Subsidiaries. No
Agent-Related Person shall be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of any
Loan Document, or the financial condition of the Company or any of its
Subsidiaries, or the existence or possible existence of any Default or Event of
Default, unless specifically requested to do so in writing by any Bank.

                  (c) For purposes of determining compliance with the conditions
specified in Section 5.01, each Bank shall be deemed to have consented to,
approved or accepted or to be

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satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to such Bank unless an officer
of the Administrative Agent responsible for the transactions contemplated by the
Loan Documents shall have received written notice from such Bank prior to the
Effective Date specifying its objection thereto and either such objection shall
not have been withdrawn by written notice to the Administrative Agent to that
effect or such Bank shall not have made available to the Administrative Agent
the Bank's ratable portion of the outstanding Loans.

                  10.04 Certain Rights of the Administrative Agent. The
Administrative Agent shall have the right to request instructions from the
Majority Banks at any time. If the Administrative Agent shall request
instructions from the Majority Banks or Banks, as applicable, with respect to
any act or action (including the failure to act) in connection with any Loan
Document, the Administrative Agent shall be entitled to refrain from such act or
taking such action unless and until the Administrative Agent shall have received
instructions from the Majority Banks, and the Administrative Agent shall not
incur liability to any Person by reason of so refraining. Without limiting the
foregoing, no Bank shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Majority Banks.

                  10.05 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, statement, certificate, telex, teletype
or telecopier message, cablegram, radiogram, order or other documentary,
teletransmission or telephone message believed by it to be genuine and correct
and to have been signed, sent or made by the proper person. The Administrative
Agent may consult with legal counsel (including counsel for the Company with
respect to matters concerning the Company), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

                  10.06 Indemnification of Agent-Related Persons. To the extent
any Agent-Related Person is not reimbursed and indemnified by the Company, each
Bank will reimburse and indemnify such Agent-Related Person, in proportion to
its respective Commitment, for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including attorney costs) or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by or asserted against such Agent-Related
Person in performing its duties hereunder, in any way relating to or arising out
of this Agreement, provided that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of such Agent-Related Person.

                  10.07 Administrative Agent in Individual Capacity. With
respect to its obligation to lend under this Agreement, the Loans made by it and
the Notes issued to it, and its participation in Letters of Credit issued
hereunder, BT shall have the same rights and powers hereunder as any other Bank
or holder of a Note or participation interests and may exercise the same as
though it was not performing the duties specified herein; and the terms "Banks,"
"Majority Banks," "holders of Notes," or any similar terms shall, unless the
context clearly otherwise indicates, include the Administrative Agent in its
individual capacity. BT may accept


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deposits from, lend money to, acquire equity interests in, and generally engage
in any kind of banking, trust, financial advisory or other business with the
Company or any Affiliate of the Company as if it were not performing the duties
specified herein, and may accept fees and other consideration from the Company
for services in connection with the Loan Documents and otherwise without having
to account for the same to the Banks.

                  10.08 Holders of Notes. The Administrative Agent may deem and
treat the payee of any Note as the owner thereof for all purposes of the Loan
Documents unless and until a written notice of the assignment or transfer
thereof shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note, shall be conclusive
and binding on any subsequent holder, transferee or assignee of such Note or of
any Note or Notes issued in exchange therefor.

                  10.09 Successor Administrative Agent.

                  (a) The Administrative Agent may, upon thirty (30) Business
Days' notice to the Banks and the Company, resign at any time (effective upon
the appointment of a successor Administrative Agent pursuant to the provisions
of this Section 10.09) by giving written notice thereof to the Banks and the
Company. Such resignation of the Administrative Agent shall also operate as a
resignation of BT as an Issuing Bank (in respect of any Letters of Credit to be
issued after such resignation) and as Collateral Agent. Upon any such
resignation, the Majority Banks shall have the right, upon five (5) days' notice
and approval by the Company (which approval shall not be unreasonably withheld
or delayed), to appoint a successor Administrative Agent which shall also serve
as a successor Issuing Bank and successor Collateral Agent. If no successor
Administrative Agent (i) shall have been so appointed by the Majority Banks, and
(ii) shall have accepted such appointment, within thirty (30) days after the
retiring Administrative Agent's giving of notice of resignation then, upon five
(5) days notice, the retiring Administrative Agent may, on behalf of the Banks,
appoint a successor Administrative Agent, which shall also serve as a successor
Issuing Bank and successor Collateral Agent.

                  (b) Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the provisions of this Article 10
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.

                  (c) In the event of a material breach by the Administrative
Agent of its duties hereunder, the Administrative Agent may be removed by the
Majority Banks (other than the Administrative Agent in its individual capacity
and without giving effect to any Loans or Commitments made by the Administrative
Agent in its individual capacity) for cause and the provisions of this Section
10.09 shall apply to the appointment of a successor Administrative Agent.
Removal of BT as Administrative Agent shall also operate as a removal of BT as
an Issuing Bank and Collateral Agent.

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                  10.10 Collateral Matters.

                  (a) Each Bank authorizes and directs the Collateral Agent to
enter into the Collateral Documents for the benefit of the Banks. Each Bank
hereby agrees, and each holder of any Note by the acceptance thereof will be
deemed to agree, that, except as otherwise set forth herein, any action taken by
the Majority Banks in accordance with the provisions of this Credit Agreement or
the Collateral Documents, and the exercise by the Majority Banks of the powers
set forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the Banks. The
Administrative Agent and the Collateral Agent are hereby authorized on behalf of
all of the Banks, without the necessity of any notice to or further consent from
any Bank, from time to time prior to an Event of Default, to take any action
with respect to any Collateral or Collateral Documents which may be necessary to
perfect and maintain perfected the security interest in and liens upon the
Collateral granted pursuant to the Collateral Documents.

                  (b) The Banks hereby authorize the Administrative Agent and
the Collateral Agent, at their option and in their discretion, to release any
Lien granted to or held by the Collateral Agent upon any Collateral (i) upon
termination of the Commitments and payment in full in cash and satisfaction of
all of the Obligations (other than those expressly stated to survive termination
of this Agreement, the repayment of the Loans and the termination of the
Commitments) at any time arising under or in respect of this Agreement or the
Loan Documents or the transactions contemplated hereby or thereby (including any
required Cash Collateralization), (ii) constituting property being sold or
disposed of upon receipt of the proceeds of such sale required (if applicable)
to be delivered to the Administrative Agent if the Company certifies to the
Administrative Agent that the sale or disposition is made in compliance with
Section 8.02 (and the Administrative Agent may rely conclusively on any such
certificate, without further inquiry), (iii) if approved, authorized or ratified
in writing by the Majority Banks, unless such release is required to be approved
by all of the Banks hereunder or (iv) constituting Cash, Cash Equivalents or
Qualifying Investments used for the purposes set forth in Sections 8.01(g), (m),
(o) or (u); provided, that at the time of such release no Default or Event of
Default shall have occurred and be continuing; and provided, further, that, with
respect to clause (iv), at the time of such release or grant of Lien under
Section 8.01(g), (m), (o) or (u), and after giving effect thereto, the Effective
Amount of all Loans then outstanding plus the Effective Amount of all L/C
Obligations plus the Effective Amount of all Outstanding Eligible LOIs does not
exceed the Borrowing Base set forth in the most recent Borrowing Base
Certificate delivered in accordance with Section 7.02(e). Upon request by the
Administrative Agent at any time, the Banks will confirm in writing the
Administrative Agent's and the Collateral Agent's authority to release
particular types or items of Collateral pursuant to this Section 10.10.

                  (c) Upon any sale and transfer of Collateral which is
expressly permitted pursuant to the terms of this Agreement, or consented to in
writing by the Majority Banks or all of the Banks, as applicable and upon at
least five (5) Business Days prior written request by the Company, the
Collateral Agent shall (and is hereby irrevocably authorized by the Banks to)
execute such documents as may be necessary to evidence the release of the Liens
granted to the Collateral Agent for the benefit of the Administrative Agent and
the Banks herein or pursuant to this Agreement upon the Collateral that was sold
or transferred; provided that (i) the Collateral Agent shall not be required to
execute any such document on terms which, in the Collateral

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Agent's opinion, would expose the Collateral Agent to liability or create any
obligation or entail any consequence other than the release of such Liens
without recourse or warranty and (ii) such release shall not in any manner
discharge, affect or impair the Obligations or any Liens upon (or obligations of
the Company or any of its Restricted Subsidiaries in respect of) all interests
retained by the Company or any of its Restricted Subsidiaries, including
(without limitation) the proceeds of the sale, all of which shall continue to
constitute part of the Collateral. In the event of any sale or transfer of
collateral, or any foreclosure with respect to any of the collateral, the
Administrative Agent and the Collateral Agent shall be authorized to deduct all
of the expenses reasonably incurred from the proceeds of any such sale, transfer
or foreclosure.

                  (d) The Administrative Agent and the Collateral Agent shall
have no obligation whatsoever to the Banks or to any other Person to assure that
the Collateral exists or is owned by the Company or any of its Subsidiaries or
is cared for, protected or insured or that the Liens granted to the Collateral
Agent herein or pursuant to this Agreement have been properly or sufficiently or
lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise or to continue exercising at all or in any
manner or under any duty of care, disclosure or fidelity any of the rights,
authorities and powers granted or available to the Administrative Agent and the
Collateral Agent in this Section 10.10 or to the Collateral Agent in any of the
Collateral Documents, it being understood and agreed that in respect of the
Collateral, or any act, omission or event related thereto, the Administrative
Agent and the Collateral Agent may act in any manner they may deem appropriate
in their sole discretion, given the Administrative Agent's and the Collateral
Agent's own interest in the Collateral as one of the Banks and that the
Administrative Agent and the Collateral Agent shall have no duty or liability
whatsoever to the Banks, except for their gross negligence or willful
misconduct; provided that the Administrative Agent has prepared for filing in
the appropriate jurisdictions, financing statements, financing statements in
lieu of continuation statements or amendments thereto, as appropriate in the
reasonable discretion of the Administrative Agent, and has arranged for
appropriate recordation thereof in each such jurisdiction.

                  10.11 Actions with Respect to Default. In addition to the
Administrative Agent's right to take actions on its own accord as permitted
under this Agreement, the Administrative Agent shall take such action with
respect to a Default or Event of Default as shall be directed by the Majority
Banks; provided that until the Administrative Agent shall have received such
directions, the Administrative Agent shall (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable and in the best interests of the
Banks.

                  10.12 Delivery of Information. The Administrative Agent shall
not be required to deliver to any Bank originals or copies of any documents,
instruments, notices, communications or other information received by the
Administrative Agent from the Company, Holdings, any of their respective
Subsidiaries, the Majority Banks, any Bank or any other Person under or in
connection with any Loan Document except (i) as specifically provided in any
Loan Document and (ii) as specifically requested from time to time in writing by
any Bank with respect to a specific document, instrument, notice or other
written communication received by and in the possession of the Administrative
Agent at the time of receipt of such request and then only in accordance with
such specific request.

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<PAGE>

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

                  10.14 Agents Other Than Administrative Agent. Unless expressly
provided for herein, none of the Banks identified on the facing page or
signature pages of this Agreement as the Syndication Agent or as the
Documentation Agent shall have any obligation, liability, responsibility or duty
under this Agreement other than, in the case of the Documentation Agent and the
Syndication Agent, those applicable to all Banks as such. Each Bank acknowledges
that it has not relied, and will not rely, on any of the Banks so identified in
deciding to enter into this Agreement or in taking or not taking action
hereunder.


                                  ARTICLE XI.

                                  MISCELLANEOUS

                  11.01 Amendments and Waivers. Except as otherwise expressly
permitted herein, no amendment or waiver of any provision of any Loan Document,
and no consent with respect to any departure by the Company or any of its
Subsidiaries therefrom, shall be effective unless the same shall be in writing
and signed by the Majority Banks (or by the Administrative Agent at the written
request of the Majority Banks) and the Company and acknowledged by the
Administrative Agent, and then any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided that no such waiver, amendment, or consent shall, unless in writing and
signed by all the Banks and the Company and acknowledged by the Administrative
Agent, do any of the following:

                  (a) increase the maximum Effective Amount of Loans permitted
to be outstanding at any time hereunder to an amount greater than $50,000,000;

                  (b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Banks (or any of them) hereunder or under any other Loan
Document;

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

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

                  (e) amend this Section, or Section 4.11, or any provision
herein providing for consent or other action by all Banks;

                  (f) release a material portion of the Collateral or allow
other creditors to share in the Collateral except as otherwise may be provided
in the Collateral Documents;

                  (g) increase the percentages set forth in the definition of
"Borrowing Base" above the percentages set forth therein on the Effective Date
or amend this Agreement such that the Effective Amount of all L/C Obligations
plus the Effective Amount of all Outstanding Eligible LOIs plus the Effective
Amount of all Loans could exceed the lesser of the combined Commitments then in
effect and the Borrowing Base then in effect; or

                  (h) extend the duration of an Interest Period beyond six (6)
months;

and provided further, that (i) no amendment, waiver or consent shall increase or
extend the Commitment of any Bank (or reinstate any Commitment terminated
pursuant to Section 9.02(a)) unless such amendment, waiver or consent is in
writing and signed by such Bank, (ii) no amendment, waiver or consent shall,
unless in writing and signed by the applicable Issuing Bank in addition to the
Majority Banks or all the Banks, as the case may be, affect the rights or duties
of the applicable Issuing Bank under this Agreement or any L/C-Related Document
relating to any Letter of Credit Issued or to be Issued by it, (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Majority Banks or all the Banks, as the
case may be, affect the rights or duties of the Administrative Agent under any
Loan Document, (iv) the Fee Letters may be amended, or rights or privileges
thereunder waived, in a writing executed by the parties thereto, (v) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent, the Syndication Agent, the Documentation Agent and Banks
holding at least 66 2/3% of the aggregate Commitments, have the effect of
otherwise increasing the Borrowing Base (other than any increase that is solely
the result of an action taken unilaterally by the Administrative Agent that
reverses a prior action unilaterally taken by the Administrative Agent (so long
as the taking of such first action was permitted under this Agreement) or an
action which is expressly permitted to be taken by the Administrative Agent or
the Agents unilaterally), and (vi) no amendment to (a) the definition of
"Trigger Event" or "Pro Rata Share," (b) Section 3.03(b) (including any
definitions used therein), (c) the last sentence in Section 9.02, or (d) during
the continuance of any Trigger Event, any provision of Section 5.05, shall be
effective unless such waiver is in writing and signed by (i) both (x) Banks
holding a majority of the Tranche 1 Commitments and (y) Banks holding a majority
of the Tranche 2 Commitments or (ii) if the aggregate Commitments have been
terminated or reduced to zero, Banks then holding at least 51% of the sum of the
aggregate unpaid principal amount of Loans outstanding and the aggregate L/C
Obligations outstanding. It is hereby acknowledged


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<PAGE>

that a Tranche 1 Bank can divide its vote with respect to its Commitment for all
matters for which the Tranche 2 Banks are required or entitled to vote under
this Agreement in such proportions as it determines in its sole discretion.

                  11.02 Notices.

                  (a) All notices, requests and other communications shall be in
writing (including, unless the context expressly otherwise provides, by
facsimile transmission) or, in the case of Letters of Credit, electronically,
provided that any matter transmitted by the Company by facsimile (i) shall be
immediately confirmed by a telephone call to the recipient at the number
specified on the signature page of such Bank attached to this Agreement, and
(ii) shall be followed promptly by delivery of a hard copy original thereof) and
mailed, faxed or delivered, to the address or facsimile number specified for
notices on the signature page of such Bank attached to this Agreement; or, as
directed to the Company or the Administrative Agent, to such other address as
shall be designated by such party in a written notice to the other parties, and
as directed to any other party, at such other address as shall be designated by
such party in a written notice to the Company and the Administrative Agent.

                  (b) All such notices, requests and communications shall, when
transmitted by overnight delivery or electronically, or faxed, be effective when
delivered for overnight (next-day) delivery, transmitted electronically or
transmitted in legible form by facsimile machine, respectively, or if mailed,
upon the third Business Day after the date deposited into the U.S. mail, or if
delivered, upon delivery; except that notices pursuant to Article II, III or X
shall not be effective until actually received (by overnight delivery,
electronically, fax or mail) by the Administrative Agent or the Collateral
Agent, as the case may be, and notices pursuant to Article III to any Issuing
Bank shall not be effective until actually received (by overnight delivery,
electronically, fax or mail) by such Issuing Bank and the Administrative Agent
at the address specified for such "Issuing Bank" and the Administrative Agent on
the applicable signature page of this Agreement.

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

                  11.03 No Waiver: Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent, the
Collateral Agent or any Bank, any right,

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remedy, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege.

                  11.04 Indemnity.

                  (a) Whether or not the transactions contemplated hereby are
consummated, the Company shall indemnify, defend and hold the Agent-Related
Persons, each Issuing Bank and each Bank and each of their respective officers,
directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including fees and expenses of any law firm
or external counsel) of any kind or nature whatsoever which may at any time
(including at any time following repayment of the Loans, the termination of the
Commitments and the Letters of Credit and the termination, resignation or
replacement of the Administrative Agent or replacement of any Bank) be imposed
on, incurred by or asserted against any such Person in any way relating to or
arising out of this Agreement or any document contemplated by or referred to
herein, or the transactions contemplated hereby, or any action taken or omitted
by any such Person under or in connection with any of the foregoing, including
with respect to any investigation, litigation or proceeding (including any
Insolvency Proceeding or appellate proceeding) related to or arising out of any
Loan Document or the Loans or Letters of Credit or the use of the proceeds
thereof, whether or not any Indemnified Person is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"); provided that the
Company shall have no obligation hereunder to any Indemnified Person with
respect to Indemnified Liabilities resulting primarily from the gross negligence
or willful misconduct of such Indemnified Person. The agreements in this Section
shall survive payment of all other Obligations.

                  (b) (i) The Company shall indemnify, defend and hold harmless
each Indemnified Person, from and against any and all claims, liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses or disbursements (including reasonable (giving due regard to
prevailing circumstances) fees and expenses of any law firm or external counsel
and the allocated cost of internal environmental audit or review services),
which may be incurred by or asserted against such Indemnified Person in
connection with or arising out of any pending or threatened investigation,
litigation or proceeding, or any action taken by any Person, with respect to any
Environmental Claim arising out of or related to any property subject to a
mortgage in favor of the Collateral Agent or any Bank. No action taken by legal
counsel chosen by the Administrative Agent, the Collateral Agent or any Bank in
defending against any such investigation, litigation or proceeding or requested
remedial, removal or response action shall vitiate or in any way impair the
Company's obligation and duty hereunder to indemnify and hold harmless the
Administrative Agent, the Collateral Agent and each Bank.

                    (ii) In no event shall any site visit, observation, or
               testing by the Administrative Agent, the Collateral Agent or any
               Bank (or any contractee of the Administrative Agent, the
               Collateral Agent or any Bank) be deemed a representation or
               warranty by the Administrative Agent, the Collateral Agent or any
               Bank that Hazardous Materials are or are not present in, on, or
               under, the site, or that there has been or shall be compliance
               with any Environmental Law. Neither the Company nor any other
               Person is

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<PAGE>


               entitled to rely on any site visit, observation, or testing by
               the Administrative Agent, the Collateral Agent or any Bank.
               Neither the Administrative Agent, the Collateral Agent nor any
               Bank owes any duty of care to protect the Company or any other
               Person against, or to inform the Company or any other party of,
               any Hazardous Materials or any other adverse condition affecting
               any site or property. Neither the Administrative Agent, the
               Collateral Agent nor any Bank shall be obligated to disclose to
               the Company or any other Person any report or findings made as a
               result of, or in connection with, any site visit, observation, or
               testing by the Administrative Agent, the Collateral Agent or any
               Bank. The Company hereby acknowledges, represents and warrants
               that the Company and its Subsidiaries are solely responsible for
               the management and operation of the Facilities and that the
               financial covenants and capital expenditure covenants set forth
               herein have been set, by mutual agreement based upon financial
               information provided by the Company, at levels the Company has
               determined, based on information known to the Company at this
               time, will permit the expenditure of such amounts as are
               necessary to insure that the Facilities comply with applicable
               Environmental Laws at all times. Notwithstanding such covenants,
               but without in any way limiting the rights and remedies of the
               Banks hereunder, the Company and its Subsidiaries shall have the
               sole responsibility for ensuring that the Facilities comply with
               applicable Environmental Laws and shall remain obligated to make
               all expenditures necessary to ensure such compliance.

                  (c) Survival; Defense. The obligations in this Section shall
survive payment of all other Obligations. At the election of any Indemnified
Person, the Company shall defend such Indemnified Person using legal counsel
satisfactory to such Indemnified Person in such Person's sole discretion, at the
sole cost and expense of the Company. All amounts owing under this Section shall
be paid within thirty (30) days after demand.

                  11.05 Marshaling; Payments Set Aside. Neither the
Administrative Agent, the Collateral Agent, nor the Banks shall be under any
obligation to marshal any assets in favor of the Company or any other Person or
against or in payment of any or all of the Obligations. To the extent that the
Company makes a payment to the Administrative Agent or the Banks, or the
Administrative Agent or the Banks exercise their right of set-off, and such
payment or the proceeds of such set-off or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Bank in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any Insolvency Proceeding or otherwise, then (a) to
the extent of such recovery the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such set-off had not occurred, and (b) each
Bank severally agrees to pay to the Administrative Agent upon demand its pro
rata share of any amount so recovered from or repaid by the Administrative
Agent.

                  11.06 Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties to this Agreement
and their respective successors and assigns subject to Section 11.07.

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                  11.07 Assignments, Participations, etc.

                  (a) Company Assignment. The Company shall not assign this
Agreement, or any rights or obligations hereunder, without the prior written
consent of the Administrative Agent and all of the Banks; any assignment in
violation of the foregoing shall be void.

                  (b) Bank Assignments. Each Bank may assign to one or more
banks or other institutions (including funds that buy or invest in loans) that
are legally permitted by their constituent documents to be a "Bank" for purposes
of this Agreement all or a portion of its rights and obligations under this
Agreement, the Notes and the other Loan Documents, with (subject to the last
sentence of this paragraph) the consent of the Administrative Agent, the Issuing
Banks, and, so long as there is no Default or Event of Default, the Company,
which consent shall not be unreasonably withheld or delayed, and upon execution
and delivery to the Administrative Agent, for its acceptance and recording in
the Register (as defined below), of an agreement in substantially the form of
Exhibit H (an "Assignment and Assumption Agreement"), together with surrender of
any Note or Notes subject to such assignment and a processing and recordation
fee of $3,000 payable to the Administrative Agent for its account; provided,
that only one such fee will be payable in connection with simultaneous
assignments by or to one or more related Funds. Subject to the last sentence of
this paragraph, no such assignment shall be for less than $5,000,000 of the
combined Commitments, unless it is to another Bank or unless it is an assignment
of a Bank's Pro Rata Share of outstanding Loans. (This Section does not apply to
branches and Affiliates of a Bank, it being understood that a Bank may make,
carry or transfer Loans at or for the account of any of its branch offices or
Affiliates without consent of the Administrative Agent.) Nothing in this Section
11.07 shall prevent or prohibit any Bank from pledging its rights under this
Agreement and/or its Loans, Notes and/or Letters of Credit hereunder (i) to a
Federal Reserve Bank, or (ii) with the consent of the Administrative Agent, the
Issuing Banks, and so long as there is no Default or Event of Default, with the
consent of the Company, which consent shall not be unreasonably withheld or
delayed, to any other creditor, in support of borrowings made by such Bank from
such Federal Reserve Bank or other creditor, provided that no such pledge shall
at any time release such Bank from any of its obligations under the Loan
Documents. No consent (other than the consent of the Administrative Agent), or
minimum shall apply to any assignment by a Tranche 1 Bank to any investor or
lender participating in the credit facility under this Agreement through a
credit-linked note so long as such investor or lender is legally permitted under
its constituent documents to receive such assignment, and no consent, minimum or
processing and recordation fee of $3,000 shall apply to any assignment by a Bank
to any Related Fund of such Bank or any other Bank. Any Bank (with the consent
of the Administrative Agent, the Issuing Banks, and so long as there is no
Default or Event of Default, the consent of the Company, which consent shall not
be unreasonably withheld or delayed) may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Bank, including without limitation (i) any pledge or
assignment to secure obligations to a Federal Reserve Bank and (ii) in the case
of any Bank that is a Fund, any pledge or assignment to any holders of
obligations owed, or securities issued, by such Bank including to any trustee
for, or any other representative of, such holders; and this Section shall not
apply to any such pledge or assignment of a security interest; provided that no
such pledge or assignment of a security interest shall release a Bank from any
of its obligations hereunder or substitute any such pledge or assignee for such
Banks as a party hereto.

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                  (c) Agent's Register. The Administrative Agent shall maintain
a register of the names and addresses of the Banks, their Commitments, and the
principal amount of their Loans (the "Register"). The Agent shall also maintain
a copy of each Assignment and Assumption Agreement delivered to and accepted by
it and modify the Register to give effect to each Assignment and Assumption
Agreement. Upon its receipt of each Assignment and Assumption Agreement and
surrender of the affected Note or Notes in accordance with Section 11.07(b), the
Agent will give prompt notice thereof to the Company and deliver to the Company
a copy of the Assignment and Assumption Agreement and the surrendered Note or
Notes. Within five (5) Business Days after its receipt of such notice, the
Company shall execute and deliver to the Administrative Agent a new Note or
Notes to the order of the assignee in the amount of the Commitment or
Commitments assumed by it and to the assignor in the amount of the Commitment or
Commitments retained by it, if any. Such new Note or Notes shall re-evidence the
Indebtedness outstanding under the surrendered Note or Notes and shall be dated
as of the Effective Date. The Administrative Agent shall be entitled to rely
upon the Register exclusively for purposes of identifying the Banks hereunder.

                  (d) Bank Participations. Each Bank may sell participations
(without the consent of the Administrative Agent, the Company or any other Bank)
to one or more parties in or to all or a portion of its rights and obligations
under this Agreement, the Notes and the other Loan Documents. Notwithstanding a
Bank's sale of a participation interest, its obligations hereunder shall remain
unchanged. The Company, the Agent, and the other Banks shall continue to deal
solely and directly with such Bank. No participant shall have rights to approve
any amendment or waiver of this Agreement except to the extent such amendment or
waiver would (i) increase the commitment of the Bank from whom the participant
purchased its participation interest, (ii) reduce the principal of, or rate or
amount of interest on the Loans subject to such participation, (iii) postpone
any date fixed for any payment of principal of, or interest on, the Loans
subject to the participation interest, and (iv) release all or a substantial
portion of the Collateral, other than, in each case, when otherwise permitted
hereunder.

                  (e) Disclosure of Information. In connection with their
efforts to assign or sell participations pursuant to Sections 11.07(b) and (d),
the Administrative Agent or the Banks may disclose any information they have,
now or in the future, with respect to the business of the Company and its
Subsidiaries to prospective assignees or purchasers, provided that such
prospective assignees or purchasers agree in writing to be bound by the
provisions of Section 11.08.

                  11.08 Confidentiality. Except as otherwise provided in this
Section 11.08, each Bank agrees that it will not disclose without the prior
consent of the Company, any information with respect to the Company or any of
its Subsidiaries which is furnished pursuant to this Agreement and which is
designated by the Company to the Banks in writing as confidential, provided that
any Bank may disclose any such information (a) to its Affiliates, employees,
auditors or counsel, or to another Bank if the disclosing Bank or such
disclosing Bank's holding or parent company in its reasonable discretion
determines that any such party should have access to such information, provided
that each such person will be advised of the confidential nature of such
information, (b) as has become generally available to the public, (c) as may be
required or appropriate in any report, statement or testimony submitted to any
Governmental Authority having or claiming to have jurisdiction over such Bank,
(d) as may be required or appropriate in

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response to any summons or subpoena or in connection with any litigation, and
(e) in order to comply with any Requirement of Law.

                  11.09 Set-off. In addition to any rights and remedies of the
Banks provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank (other than the Tranche 1 Banks unless the Loans have
been accelerated) is authorized at any time and from time to time, without prior
notice to the Company, any such notice being waived by the Company to the full
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Bank to or for the credit or the account
of the Company against any and all Obligations owing to such Bank, now or
hereafter existing, irrespective of whether or not the Administrative Agent or
such Bank shall have made demand under this Agreement or any Loan Document and
although such Obligations may be contingent or unmatured or fully secured. Each
Bank agrees promptly to notify the Company and the Administrative Agent after
any such set-off and application made by such Bank; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.

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

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

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

                  11.13 No Third Parties Benefitted. This Agreement is made and
entered into for the sole protection and legal benefit of the Company, the
Banks, the Administrative Agent and the Agent-Related Persons, and their
permitted successors and assigns, and no other Person (other than the Depositors
with respect to Section 4.09(j)) shall be a direct or indirect legal beneficiary
of, or have any direct or indirect cause of action or claim in connection with,
this Agreement or any of the other Loan Documents.

                  11.14 Governing Law and Jurisdiction.

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

                  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW

                                      106
<PAGE>

YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE BANKS CONSENTS, FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE BANKS
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR ANY DOCUMENT RELATED TO THIS AGREEMENT. THE COMPANY, THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE BANKS EACH WAIVE PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY
OTHER MEANS PERMITTED BY NEW YORK LAW.

                  11.15 Waiver of Jury Trial. THE COMPANY, THE ISSUING BANKS,
THE BANKS AND THE ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR
RELATED TO THE LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,
PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,
OR OTHERWISE. THE COMPANY, THE BANKS, THE ISSUING BANKS AND THE ADMINISTRATIVE
AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER
AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THE LOAN
DOCUMENTS OR ANY PROVISION THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE LOAN DOCUMENTS.

                  11.16 Entire Agreement. This Agreement, together with the
other Loan Documents, embodies the entire agreement and understanding among the
Company, the Banks and the Administrative Agent, and supersedes all prior or
contemporaneous agreements and understandings of such Persons (other than that
certain Commitment Letter, dated as of July 19, 2001, among the Company, DB and
the Agents), verbal or written, relating to the subject matter of this Agreement
and thereof.




                                      107
<PAGE>




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



                                            THE PREMCOR REFINING GROUP INC.


                                            By: /s/ Jeffrey S. Beyersdorfer
                                               -------------------------------
                                               Name: Jeffrey S. Beyersdorfer
                                               Title: Vice President - Finance
                                                      and Treasurer


                                            Address for notices:

                                            The Premcor Refining Group Inc.
                                            Attention: Assistant Treasurer
                                            8182 Maryland Avenue, Suite 600
                                            St. Louis, MO 63105-3721

                                            Telephone: 314-854-1411
                                            Fax: 314-854-1580

                                            With a copy to:

                                            The Premcor Refining Group Inc.
                                            Attention:  Facilities Manager
                                            8182 Maryland Avenue, Suite 600
                                            St. Louis, MO 63105-3721

                                            Telephone: 314-854-1536
                                            Fax: 314-854-1580


<PAGE>


                                                       AGENTS


                                            DEUTSCHE BANC ALEX. BROWN INC.
                                               as Lead Arranger

                                            By: /s/ Paul A. Brown
                                               -------------------------------
                                               Name: Paul A. Brown
                                               Title: Vice President


                                            Address for notices:

                                            Marcus M. Tarkington
                                            Bankers Trust Company
                                            130 Liberty Street
                                            28th Floor - MS NYC02-2802
                                            New York, NY  10006

                                            Telephone: 212-250-7684
                                            Fax: 212-250-8693

                                            With copies to:

                                            Jerome Goodridge
                                            Bankers Trust Company
                                            130 Liberty Street
                                            14th Floor - MS NYC02-1412
                                            New York, NY  10006

                                            Telephone: 212-250-2171
                                            Fax: 212-669-0145/0147

                                            and

                                            Margaret E. Richards
                                            Bankers Trust Company
                                            130 Liberty Street
                                            14th Floor - MS NYC02-1412
                                            New York, NY  10006

                                            Telephone: 212-250-2163
                                            Fax: 212-669-0142/0144





<PAGE>


                                             BANKERS TRUST COMPANY
                                                as Administrative Agent
                                                and Collateral Agent


                                            By: /s/ Marcus M. Tarkington
                                               -------------------------------
                                               Name: Marcus M. Tarkington
                                               Title: Director


                                            Address for notices:

                                            Marcus M. Tarkington
                                            Bankers Trust Company
                                            130 Liberty Street
                                            28th Floor - MS NYC02-2802
                                            New York, NY  10006

                                            Telephone: 212-250-7684
                                            Fax: 212-250-8693

                                            With copies to:

                                            Jerome Goodridge
                                            Bankers Trust Company
                                            130 Liberty Street
                                            14th Floor - MS NYC02-1412
                                            New York, NY  10006

                                            Telephone: 212-250-2171
                                            Fax: 212-669-0145/0147

                                            and

                                            Margaret E. Richards
                                            Bankers Trust Company
                                            130 Liberty Street
                                            14th Floor - MS NYC02-1412
                                            New York, NY  10006

                                            Telephone: 212-250-2163
                                            Fax: 212-669-0142/0144



<PAGE>


                                            TD SECURITIES (USA), INC.
                                              as Syndication Agent


                                            By: /s/ Martin T. Snyder
                                               -------------------------------
                                               Name: Martin T. Snyder
                                               Title: Vice President and
                                                      Director



                                            Address for notices:

                                            Mark Green
                                            Toronto Dominion (Texas), Inc.
                                            909 Fannin Street
                                            Houston, TX  77010

                                            Telephone: 713-653-8000
                                            Fax: 713-951-9921


<PAGE>


                                            FLEET NATIONAL BANK
                                                 as Documentation Agent


                                            By: /s/ Christopher C. Holmgren
                                               -------------------------------
                                               Name: Christopher C. Holmgren
                                               Title: Managing Director


                                            Address for notices:

                                            Christopher C. Holmgren
                                            FleetBoston Financial Corporation
                                            100 Federal Street
                                            Mailstop MA DE 10008A
                                            Boston, MA  02110

                                            Telephone: 617-434-4067
                                            Fax: 617-434-3652


<PAGE>


                                            TRANCHE 1 LENDER



                                            BANKERS TRUST COMPANY
                                                 as a Bank


                                            By: /s/ Marcus M. Tarkington
                                               -------------------------------
                                               Name: Marcus M. Tarkington
                                               Title: Director


                                            Address for notices:

                                            Marcus M. Tarkington
                                            Bankers Trust Company
                                            130 Liberty Street
                                            28th Floor - MS NYC02-2802
                                            New York, NY  10006

                                            Telephone: 212-250-7684
                                            Fax: 212-250-8693

                                            With copies to:

                                            Jerome Goodridge
                                            Bankers Trust Company
                                            130 Liberty Street
                                            14th Floor - MS NYC02-1412
                                            New York, NY  10006

                                            Telephone: 212-250-2171
                                            Fax: 212-669-0145/0147

                                            and

                                            Margaret E. Richards
                                            Bankers Trust Company
                                            130 Liberty Street
                                            14th Floor - MS NYC02-1412
                                            New York, NY  10006

                                            Telephone: 212-250-2163
                                            Fax: 212-669-0142/0144



<PAGE>


                                            TRANCHE 2 LENDERS


                                            BANKERS TRUST COMPANY
                                                 as a Bank


                                            By: /s/ Marcus M. Tarkington
                                               -------------------------------
                                               Name: Marcus M. Tarkington
                                               Title: Director


                                            Address for notices:

                                            Marcus M. Tarkington
                                            Bankers Trust Company
                                            130 Liberty Street
                                            28th Floor - MS NYC02-2802
                                            New York, NY  10006

                                            Telephone: 212-250-7684
                                            Fax: 212-250-8693

                                            With copies to:

                                            Jerome Goodridge
                                            Bankers Trust Company
                                            130 Liberty Street
                                            14th Floor - MS NYC02-1412
                                            New York, NY  10006

                                            Telephone: 212-250-2171
                                            Fax: 212-669-0145/0147

                                            and

                                            Margaret E. Richards
                                            Bankers Trust Company
                                            130 Liberty Street
                                            14th Floor - MS NYC02-1412
                                            New York, NY  10006

                                            Telephone: 212-250-2163
                                            Fax: 212-669-0142/0144







<PAGE>


                                            COMERICA BANK
                                                 as a Bank


                                            By: /s/ Jeffery J. Doot
                                               -------------------------------
                                               Name: Jeffery J. Doot
                                               Title: International Lending
                                                      Officer


                                            Address for notices:

                                            Jeffery Doot
                                            Comerica Bank
                                            203 N. LaSalle Street, Suite 2240
                                            Chicago, IL  60601

                                            Telephone: 312-223-7660
                                            Fax: 312-223-7657





<PAGE>


                                            CONGRESS FINANCIAL CORPORATION
                                                 as a Bank


                                            By: /s/ Thomas Grabosky
                                               -------------------------------
                                               Name: Thomas Grabosky
                                               Title: Vice President


                                            Address for notices:

                                            Larry Forte
                                            Congress Financial Corporation
                                            1133 Ave of the Americas
                                            New York, NY  10036

                                            Telephone: 212-545-4280
                                            Fax: 212-545-4283





<PAGE>


                                            CREDIT LYONNAIS
                                                 as a Bank


                                            By: /s/ Philippe Soustra
                                               -------------------------------
                                               Name: Philippe Soustra
                                               Title: Executive Vice President


                                            Address for notices:

                                            David Gurghigian
                                            Credit Lyonnais
                                            1000 Louisiana Street, Suite 5360
                                            Houston, TX  77002

                                            Telephone: 713-753-8709
                                            Fax: 713-751-0307


<PAGE>


                                            FLEET NATIONAL BANK
                                                 as a Bank


                                            By: /s/ Christopher C. Holmgren
                                               -------------------------------
                                               Name: Christopher C. Holmgren
                                               Title: Managing Director


                                            Address for notices:

                                            Christopher C. Holmgren
                                            FleetBoston Financial Corporation
                                            100 Federal Street
                                            Mailstop MA DE 10008A
                                            Boston, MA  02110

                                            Telephone: 617-434-4067
                                            Fax: 617-434-3652





<PAGE>


                                            GENERAL ELECTRIC CAPITAL CORPORATION
                                                 as a Bank


                                            By: /s/ Andrew Giangrave
                                               -------------------------------
                                               Name: Andrew Giangrave
                                               Title: Authorized Signatory


                                            Address for notices:

                                            Andrew Giangrave
                                            General Electric Capital Corporation
                                            401 Meritt Seven, 2nd Floor
                                            Norwalk, CT  06856

                                            Telephone: 203-229-1852
                                            Fax: 203-229-1955





<PAGE>


                                            GMAC COMMERCIAL CREDIT LLC
                                                 as a Bank


                                            By: /s/ Frank Imperato SWP
                                               -------------------------------
                                               Name:
                                               Title:


                                            Address for notices:

                                            Frank Imperato
                                            GMAC Commercial Credit LLC
                                            1290 Ave of the Americas
                                            New York, NY  10104

                                            Telephone: 212-884-7026
                                            Fax: 212-884-7111





<PAGE>


                                            HELLER FINANCIAL INC.
                                                 as a Bank


                                            By: /s/ Andrew J. Pluta
                                               -------------------------------
                                               Name: Andrew J. Pluta
                                               Title: Vice President


                                            Address for notices:

                                            Andrew Pluta
                                            Heller Financial Inc.
                                            500 West Monroe Street
                                            Chicago, IL  60661

                                            Telephone: 312-441-6866
                                            Fax: 312-441-7367





<PAGE>


                                            HIBERNIA NATIONAL BANK
                                                 as a Bank


                                            By: /s/ Daria Mahoney
                                               -------------------------------
                                               Name: Daria Mahoney
                                               Title: Vice President


                                            Address for notices:

                                            Daria Mahoney
                                            Hibernia National Bank
                                            Energy & Maritime Department
                                            313 Carondelet Street, 10th Floor
                                            New Orleans, LA 70130

                                            Telephone: 504-533-2589
                                            Fax: 504-533-5434





<PAGE>


                                            ORIX FINANCIAL SERVICES, INC.
                                                 as a Bank


                                            By: /s/ Michael J. Cox
                                               -------------------------------
                                               Name: Michael J. Cox
                                               Title: Senior Vice President


                                            Address for notices:

                                            Michael Dubois
                                            Orix Business Credit Group
                                            846 East Algonquin Rd
                                            Schaumburg, IL 60173

                                            Telephone: 312-726-6063
                                            Fax: 847-397-7845





<PAGE>


                                            THE PROVIDENT BANK
                                                 as a Bank


                                            By: /s/ Michael D. Shover
                                               -------------------------------
                                               Name: Michael D. Shover
                                               Title: Assistant Vice President


                                            Address for notices:

                                            Michael D. Shover
                                            The Provident Bank
                                            One East 4th Street, 249-A
                                            Cincinnati, OH 45202

                                            Telephone: 513-579-2655
                                            Fax: 513-639-1588





<PAGE>


                                            SIEMENS FINANCIAL SERVICES, INC.
                                                 as a Bank


                                            By: /s/ Michael Colley
                                               -------------------------------
                                               Name: Michael Colley
                                               Title: Vice President and
                                                      Managing Director


                                            Address for notices:

                                            Victor Alarcon
                                            Siemens Financial Services, Inc.
                                            200 Somerset Corporate Blvd.
                                            Bridgewater, NJ 08807-2843

                                            Telephone: 908-575-4074
                                            Fax: 908-575-4060





<PAGE>


                                            SOVEREIGN BANK
                                                 as a Bank


                                            By: /s/ Robert E. Cook
                                               -------------------------------
                                               Name: Robert E. Cook
                                               Title: Vice President


                                            Address for notices:

                                            Robert Cook
                                            Sovereign Bank
                                            75 State Street
                                            Boston, MA 02109-MA1SST04-10

                                            Telephone: 617-346-7343
                                            Fax: 617-346-7350





<PAGE>


                                            TEXTRON FINANCIAL CORPORATION
                                                 as a Bank


                                            By: /s/ Jerrold K. Brown
                                               -------------------------------
                                               Name: Jerrold K. Brown
                                               Title: Senior Vice President


                                            Address for notices:

                                            Eb Oppan
                                            Textron Financial Corporation
                                            4550 North Point Parkway, Suite 400
                                            Alpharetta, GA 30022

                                            Telephone: 770-360-1450
                                            Fax: 770-360-1672





<PAGE>


                                            TORONTO DOMINION (TEXAS), INC.
                                                 as a Bank


                                            By: /s/ Jill Hall
                                               -------------------------------
                                               Name: Jill Hall
                                               Title: Vice President


                                            Address for notices:

                                            Jill Hall
                                            Toronto Dominion (Texas), Inc.
                                            909 Fannin Street
                                            Houston, TX  77010

                                            Telephone: 713-653-8281
                                            Fax: 713-951-9921





<PAGE>


                                      TRANSAMERICA BUSINESS CAPITAL
                                           CORPORATION
                                           as a Bank


                                      By: /s/ Michael S. Burns
                                         -------------------------------
                                         Name: Michael S. Burns
                                         Title: Senior Vice President


                                      Address for notices:

                                      Dave McCann
                                      Transamerica Business Capital Corporation
                                      555 Theodore Fremd Ave
                                      Rye, NY  10580

                                      Telephone: 914-925-7217
                                      Fax: 914-921-5883





<PAGE>


                                            UNION BANK OF CALIFORNIA, N.A.
                                                 as a Bank


                                            By: /s/ Sean Murphy
                                               -------------------------------
                                               Name: Sean Murphy
                                               Title: Assistant Vice President


                                            Address for notices:

                                            Sean Murphy
                                            Union Bank of California, N.A.
                                            4200 Lincoln Plaza
                                            500 North Akard St.
                                            Dallas, TX  75201

                                            Telephone: 214-922-4208
                                            Fax: 214-922-4209





<PAGE>


                                            WELLS FARGO BANK, N.A.
                                                 as a Bank


                                            By: /s/ Charles D. Kirkham
                                               -------------------------------
                                               Name: Charles D. Kirkham
                                               Title: Vice President


                                            Address for notices:

                                            Charles D. Kirkham
                                            Wells Fargo Bank, N.A.
                                            505 Main Street, Suite 400
                                            Fort Worth, TX 76102

                                            Telephone: 817-334-7122
                                            Fax: 817-332-3413




<PAGE>


                                                     ISSUING BANKS

                                            DEUTSCHE BANK AG - NEW YORK BRANCH
                                                 as Issuing Bank

                                            By: /s/ Marcus M. Tarkington
                                               -------------------------------
                                               Name: Marcus M. Tarkington
                                               Title: Director

                                            By: /s/ Calli Hayes
                                               -------------------------------
                                               Name: Calli Hayes
                                               Title: Managing Director


                                            Address for notices:

                                            Marcus M. Tarkington
                                            Bankers Trust Company
                                            130 Liberty Street
                                            28th Floor - MS NYC02-2802
                                            New York, NY  10006

                                            Telephone: 212-250-7684
                                            Fax: 212-250-8693

                                            With copies to:

                                            Jerome Goodridge
                                            Bankers Trust Company
                                            130 Liberty Street
                                            14th Floor - MS NYC02-1412
                                            New York, NY  10006

                                            Telephone: 212-250-2171
                                            Fax: 212-669-0145/0147

                                            and

                                            Margaret E. Richards
                                            Bankers Trust Company
                                            130 Liberty Street
                                            14th Floor - MS NYC02-1412
                                            New York, NY  10006

                                            Telephone: 212-250-2163
                                            Fax: 212-669-0142/0144


<PAGE>


                                            BANKERS TRUST COMPANY
                                                as Issuing Bank


                                            By: /s/ Marcus M. Tarkington
                                               -------------------------------
                                               Name: Marcus M. Tarkington
                                               Title: Director


                                            Address for notices:

                                            Joyce Shiu
                                            Bankers Trust Company
                                            Commercial Loan Division
                                            Standby Letter of Credit Unit
                                            130 Liberty Street
                                            14th Floor -  MS NYC02-1403
                                            New York, NY  10006

                                            Telephone: 212-250-2428
                                            Fax: 212-250-5817





<PAGE>


                                            FLEET NATIONAL BANK
                                               as Issuing Bank


                                            By: /s/ Christopher Holmgren
                                               -------------------------------
                                               Name: Christopher Holmgren
                                               Title: Managing Director


                                            Address for notices:

                                            Christopher C. Holmgren
                                            FleetBoston Financial Corporation
                                            100 Federal Street
                                            Mailstop MA DE 10008A
                                            Boston, MA  02110

                                            Telephone: 617-434-4067
                                            Fax: 617-434-3652





<PAGE>


                                            THE TORONTO DOMINION BANK
                                               as Issuing Bank


                                            By: /s/ John R. Harvey
                                               -------------------------------
                                               Name: John R. Harvey
                                               Title: Associate


                                            Address for notices:

                                            Jill Hall
                                            Toronto Dominion (Texas), Inc.
                                            909 Fannin Street
                                            Houston, TX  77010

                                            Telephone: 713-653-8281
                                            Fax: 713-951-9921