<PAGE>
================================================================================
                                 $1,000,000,000

                                CREDIT AGREEMENT

                                      AMONG

                          TESORO PETROLEUM CORPORATION,
                                  AS BORROWER,

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,

                              LEHMAN BROTHERS INC.,
                                  AS ARRANGER,

                          LEHMAN COMMERCIAL PAPER INC.,
                              AS SYNDICATION AGENT,

                               ABN AMRO BANK N.V.,
                             BANK OF AMERICA, N.A.,
                       CREDIT LYONNAIS NEW YORK BRANCH AND
                            THE BANK OF NOVA SCOTIA,
                           AS CO-DOCUMENTATION AGENTS


                                       AND

                                  BANK ONE, NA,
                             AS ADMINISTRATIVE AGENT

                          DATED AS OF SEPTEMBER 6, 2001

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

<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page


<S>                                                                                                           <C>
SECTION 1. DEFINITIONS............................................................................................1

         1.1      Defined Terms...................................................................................1
         1.2      Other Definitional Provisions..................................................................25

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.......................................................................25

         2.1      Term Loan Commitments..........................................................................25
         2.2      Procedure for Term Loan Borrowing..............................................................26
         2.3      Repayment of Term Loans; Exchange of Capital Markets Term Loans for Exchange Notes.............27
         2.4      Revolving Credit Commitments...................................................................30
         2.5      Procedure for Revolving Credit Borrowing.......................................................30
         2.6      Repayment of Loans; Evidence of Debt...........................................................30
         2.7      Commitment Fees, etc...........................................................................31
         2.8      Termination or Reduction of Revolving Credit Commitments.......................................32
         2.9      Optional Prepayments...........................................................................32
         2.10     Mandatory Prepayments..........................................................................33
         2.11     Conversion and Continuation Options............................................................34
         2.12     Minimum Amounts and Maximum Number of Eurodollar Tranches......................................34
         2.13     Interest Rates and Payment Dates...............................................................35
         2.14     Computation of Interest and Fees...............................................................35
         2.15     Inability to Determine Interest Rate...........................................................35
         2.16     Pro Rata Treatment and Payments................................................................36
         2.17     Requirements of Law............................................................................39
         2.18     Taxes..........................................................................................40
         2.19     Indemnity......................................................................................42
         2.20     Illegality.....................................................................................42
         2.21     Change of Lending Office.......................................................................42

SECTION 3. LETTERS OF CREDIT.....................................................................................43

         3.1      L/C Commitment.................................................................................43
         3.2      Procedure for Issuance of Letter of Credit.....................................................43
         3.3      Fees and Other Charges.........................................................................43
         3.4      L/C Participations.............................................................................44
         3.5      Reimbursement Obligation of the Borrower.......................................................45
         3.6      Obligations Absolute...........................................................................45
         3.7      Letter of Credit Payments......................................................................46
         3.8      Applications...................................................................................46

SECTION 4. REPRESENTATIONS AND WARRANTIES........................................................................46
         4.1      Financial Condition............................................................................46
</Table>


                                       i

<PAGE>

<Table>
<S>                                                                                                             <C>
         4.2      No Change......................................................................................47
         4.3      Corporate Existence; Compliance with Law.......................................................47
         4.4      Corporate Power; Authorization; Enforceable Obligations........................................47
         4.5      No Legal Bar...................................................................................48
         4.6      No Material Litigation.........................................................................48
         4.7      No Default.....................................................................................48
         4.8      Ownership of Property; Liens...................................................................48
         4.9      Intellectual Property..........................................................................48
         4.10     Taxes..........................................................................................49
         4.11     Federal Regulations............................................................................49
         4.12     Labor Matters..................................................................................49
         4.13     ERISA..........................................................................................49
         4.14     Investment Company Act; Other Regulations......................................................50
         4.15     Subsidiaries...................................................................................50
         4.16     Use of Proceeds................................................................................50
         4.17     Environmental Matters..........................................................................50
         4.18     Accuracy of Information, etc...................................................................51
         4.19     Security Documents.............................................................................52
         4.20     Solvency.......................................................................................52
         4.21     Senior Indebtedness............................................................................52
         4.22     Regulation H...................................................................................53
         4.23     Excluded Subsidiaries..........................................................................53

SECTION 5. CONDITIONS PRECEDENT..................................................................................53

         5.1      Conditions to Initial Extension of Credit......................................................53
         5.2      Conditions Precedent to Delayed Draw Term Loans................................................57
         5.3      Conditions to Each Extension of Credit.........................................................58

SECTION 6. AFFIRMATIVE COVENANTS.................................................................................58

         6.1      Financial Statements...........................................................................58
         6.2      Certificates; Other Information................................................................59
         6.3      Payment of Obligations.........................................................................60
         6.4      Conduct of Business and Maintenance of Existence, etc..........................................60
         6.5      Maintenance of Property; Insurance.............................................................60
         6.6      Inspection of Property; Books and Records; Discussions.........................................60
         6.7      Notices........................................................................................60
         6.8      Environmental Laws.............................................................................61
         6.9      [Reserved.]....................................................................................62
         6.10     Additional Collateral, etc.....................................................................62
         6.11     Further Assurances.............................................................................63
         6.12     Certain Post-Closing Matters...................................................................64

SECTION 7. NEGATIVE COVENANTS....................................................................................64
         7.1      Financial Condition Covenants..................................................................64
</Table>


                                       ii
<PAGE>

<Table>
<S>                                                                                                             <C>
         7.2      Limitation on Indebtedness.....................................................................66
         7.3      Limitation on Liens............................................................................68
         7.4      Limitation on Fundamental Changes..............................................................69
         7.5      Limitation on Disposition of Property..........................................................70
         7.6      Limitation on Restricted Payments..............................................................71
         7.7      Limitation on Investments......................................................................71
         7.8      Limitation on Optional Payments and Modifications of Debt Instruments, etc.....................72
         7.9      Limitation on Transactions with Affiliates.....................................................73
         7.10     Limitation on Sales and Leasebacks.............................................................73
         7.11     Limitation on Changes in Fiscal Periods........................................................73
         7.12     Limitation on Negative Pledge Clauses..........................................................73
         7.13     Limitation on Restrictions on Subsidiary Distributions.........................................73
         7.14     Limitation on Lines of Business................................................................74
         7.15     Limitation on Amendments to Acquisition Documentation..........................................74
         7.16     Limitation on Activities of Qualifying Special Purpose Subsidiaries............................74

SECTION 8. EVENTS OF DEFAULT.....................................................................................74


SECTION 9. THE AGENTS............................................................................................77

         9.1      Appointment; Nature of Relationship............................................................77
         9.2      Powers.........................................................................................78
         9.3      General Immunity...............................................................................78
         9.4      No Responsibility for Loans, Recitals, etc.....................................................78
         9.5      Action on Instructions of Lenders..............................................................78
         9.6      Employment of Agents and Counsel...............................................................79
         9.7      Reliance on Documents; Counsel.................................................................79
         9.8      Administrative Agent's Reimbursement and Indemnification.......................................79
         9.9      Notice of Default..............................................................................80
         9.10     Rights as a Lender.............................................................................80
         9.11     Lender Credit Decision.........................................................................80
         9.12     Successor Administrative Agent.................................................................80
         9.13     Authorization to Release Liens and Guarantees..................................................81
         9.14     Delegation to Affiliates.......................................................................81
         9.15     Appointment of Syndication Agent...............................................................81
         9.16     Exculpatory Provisions for Syndication Agent...................................................82
         9.17     Syndication Agent Indemnification..............................................................82
         9.18     Arranger, Co-Documentation Agents, etc.........................................................82

SECTION 10. MISCELLANEOUS........................................................................................83

         10.1     Amendments and Waivers.........................................................................83
         10.2     Notices........................................................................................85
         10.3     No Waiver; Cumulative Remedies.................................................................86
         10.4     Survival of Representations and Warranties.....................................................86
         10.5     Payment of Expenses............................................................................86
         10.6     Successors and Assigns; Participations and Assignments.........................................87
</Table>


                                      iii
<PAGE>

<Table>
<S>                                                                                                             <C>
         10.7     Adjustments; Set-off...........................................................................90
         10.8     Counterparts...................................................................................91
         10.9     Severability...................................................................................91
         10.10    Integration....................................................................................91
         10.11    GOVERNING LAW..................................................................................91
         10.12    Submission To Jurisdiction; Waivers............................................................91
         10.13    Acknowledgments................................................................................92
         10.14    Confidentiality................................................................................92
         10.15    Release of Collateral and Guarantee Obligations................................................93
         10.16    Enforceability; Usury..........................................................................93
         10.17    Accounting Changes.............................................................................94
         10.18    Delivery of Lender Addenda.....................................................................94
         10.19    Notice of Remedies Pursuant to Alaskan Law.....................................................94
         10.20    WAIVERS OF JURY TRIAL..........................................................................95
</Table>



                                       iv
<PAGE>


ANNEXES

A          Pricing Grid
B          Existing Letters of Credit

SCHEDULES

1.1A       Mortgaged Properties
4.4        Consents, Authorizations, Filings and Notices
4.13       Certain ERISA Events
4.15-1     Subsidiaries
4.15-2     Excluded Subsidiaries
4.17       Environmental Liabilities
4.19(a)    UCC Filing Jurisdictions
4.19(b)    Mortgage Filing Jurisdictions
7.2(c)     Existing Indebtedness
7.3(f)     Existing Liens

EXHIBITS

A          Form of Guarantee and Collateral Agreement
B          Form of Compliance Certificate
C          Form of Closing Certificate
D          Form of Mortgage
E          Form of Assignment and Acceptance
F-1        Form of Legal Opinion of Fulbright & Jaworski L.L.P.
F-2        Form of Legal Opinion of Borrower's General Counsel
G-1        Form of Term Note
G-2        Form of Revolving Credit Note
H          Form of Prepayment Option Notice
I          Form of Exemption Certificate
J          Form of Lender Addendum
K          Form of Borrowing Notice
L          Form of Exchange Note Indenture
M          Form of Exchange Note Registration Rights Agreement
N-1        Form of Legal Opinion of Fulbright & Jaworski L.L.P. (Exchange Notes)
N-2        Form of Legal Opinion of Borrower's General Counsel (Exchange Notes)



                                       v
<PAGE>



                  CREDIT AGREEMENT, dated as of September 6, 2001, among TESORO
PETROLEUM CORPORATION, a Delaware corporation (the "Borrower"), the several
banks and other financial institutions or entities from time to time parties to
this Agreement (the "Lenders"), LEHMAN BROTHERS INC., as advisor, lead arranger
and book manager (in such capacity, the "Arranger"), LEHMAN COMMERCIAL PAPER
INC., as syndication agent (in such capacity, the "Syndication Agent"), ABN AMRO
BANK N.V., BANK OF AMERICA, N.A., CREDIT LYONNAIS NEW YORK BRANCH and THE BANK
OF NOVA SCOTIA, as co-documentation agents (the "Co-Documentation Agents") and
BANK ONE, NA, as administrative agent (in such capacity, the "Administrative
Agent").

                                   WITNESSETH:

                  WHEREAS, the Borrower has entered into (i) the Asset Purchase
Agreement, dated as of July 16, 2001 (the "Utah Acquisition Agreement"), among
the Borrower and BP Corporation North America Inc. and Amoco Oil Company, as
sellers, pursuant to which the Borrower will acquire (the "Utah Acquisition")
from such sellers a refinery and related assets located in or near Salt Lake
City, Utah (the "Utah Refinery"), (ii) the Asset Purchase Agreement, dated as of
July 16, 2001 (the "North Dakota Acquisition Agreement"), among the Borrower and
BP Corporation North America Inc. and Amoco Oil Company, as sellers, pursuant to
which the Borrower will acquire (the "North Dakota Acquisition") from such
sellers a refinery and related assets located in or near Mandan, North Dakota
(the "North Dakota Refinery" ) and (iii) the Asset Purchase Agreement, dated as
of July 16, 2001 (the "Pipeline Acquisition Agreement"; together with the Utah
Acquisition Agreement and the North Dakota Acquisition Agreement, the
"Acquisition Agreements"), among the Borrower and BP Corporation North America
Inc. and BP Pipelines (North America) Inc., as sellers, pursuant to which the
Borrower will acquire (the "Pipeline Acquisition"; together with the Utah
Acquisition and the North Dakota Acquisition, the "Acquisitions") the North
Dakota core pipeline interest and related assets described in the Pipeline
Acquisition Agreement (the "North Dakota Pipeline Assets"; together with the
Utah Refinery and the North Dakota Refinery, the "Acquired Assets");

                  WHEREAS, the Borrower has requested the Lenders to make
available the credit facilities described in this Agreement in order to finance
the Acquisitions (including related working capital), the payment of certain
fees and expenses related to such transactions and the repayment of certain
existing indebtedness, and to provide for the ongoing working capital and
general corporate needs (including capital expenditures) of the Borrower and its
Subsidiaries; and

                  WHEREAS, the Lenders are willing to make such credit
facilities available upon and subject to the terms and conditions hereinafter
set forth;

                  NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter set forth, the parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the terms listed
in this Section 1.1 shall have the respective meanings set forth in this Section
1.1.



<PAGE>
                                                                               2


                  "1Q", "2Q ", "3Q", and "4Q": when used with a numerical year
designation, means the first, second, third or fourth fiscal quarters,
respectively, of such fiscal year of the Borrower. (e.g., 1Q02 means the first
fiscal quarter of the Borrower's 2002 fiscal year, which ends March 31, 2002).

                  "Acquired Assets": as defined in the recitals hereto.

                  "Acquisitions": as defined in the recitals hereto.

                  "Acquisition Agreements": as defined in the recitals hereto.

                  "Acquisition Documentation": collectively, the Acquisition
Agreements and all schedules, exhibits, annexes and amendments thereto and all
side letters and agreements affecting the terms thereof or entered into in
connection therewith, in each case, as amended, supplemented or otherwise
modified from time to time.

                  "Additional Tranche A Term Loan Borrowing Date": as defined in
Section 2.1(a).

                  "Adjustment Date": as defined in the Pricing Grid.

                  "Administrative Agent": as defined in the preamble hereto.

                  "Affiliate": as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, "control" of a Person means
the power, directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors (or
persons performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

                  "Agents": the collective reference to the Syndication Agent,
the Co-Documentation Agents and the Administrative Agent.

                  "Aggregate Exposure": with respect to any Lender at any time,
an amount equal to the sum of (a) the aggregate undrawn amount of such Lender's
Commitments at such time and (b) the aggregate principal amount of such Lender's
Term Loans and Revolving Extensions of Credit then outstanding.

                  "Aggregate Exposure Percentage": with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the sum of the Aggregate Exposures of all Lenders at
such time.

                  "Agreement": this Credit Agreement, as amended, supplemented
or otherwise modified from time to time.

                  "Applicable Margin": for each Type of Loan under each
Facility, the rate per annum set forth opposite such Facility under the relevant
column heading below:



<PAGE>
                                                                               3


<Table>
<Caption>
                                                                  Base Rate             Eurodollar
                                                                    Loans                  Loans
                                                                  ---------             ----------

<S>                                                               <C>                   <C>
        Revolving Credit Loans                                      1.25%                  2.25%
        Tranche A Term Loans                                        1.25%                  2.25%
        Delayed Draw Term Loans                                     1.25%                  2.25%
        Tranche B Term Loans                                        1.75%                  2.75%
        Capital Markets Term Loans                                  1.50%                  2.50%
</Table>

provided, that on and after the date on which the Borrower delivers, in
accordance with Section 6.1(a), the audited financial statements of the Borrower
and its consolidated Subsidiaries for the fiscal year ended December 31, 2001,
the Applicable Margins shall be determined pursuant to the Pricing Grid.

                  "Application": an application, in such form as the relevant
Issuing Lender may specify from time to time, requesting such Issuing Lender to
issue a Letter of Credit.

                  "Arranger": as defined in the preamble hereto.

                  "Asset Sale": any Disposition of Property or series of related
Dispositions of Property (excluding any such Disposition permitted by clause
(a), (b), (c) or (d) of Section 7.5) which yields gross proceeds to the Borrower
or any of its Subsidiaries (valued at the initial principal amount thereof in
the case of non-cash proceeds consisting of notes or other debt securities and
valued at fair market value in the case of other non-cash proceeds) in excess of
$100,000.

                  "Assignee": as defined in Section 10.6(c).

                  "Assignor": as defined in Section 10.6(c).

                  "Available Revolving Credit Commitment": with respect to any
Revolving Credit Lender at any time, an amount equal to the excess, if any, of
(a) such Lender's Revolving Credit Commitment then in effect over (b) such
Lender's Revolving Extensions of Credit then outstanding.

                  "Base Rate": for any day, a rate of interest per annum equal
to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal
Funds Effective Rate for such day plus 1/2% per annum. For purposes hereof:
"Prime Rate" shall mean a rate per annum equal to the prime rate of interest
announced from time to time by Bank One, NA or its parent (which is not
necessarily the lowest rate charged to any customer), changing when and as said
prime rate changes.

                  "Base Rate Loans": Loans for which the applicable rate of
interest is based upon the Base Rate.

                  "Benefitted Lender": as defined in Section 10.7.



<PAGE>
                                                                               4


                  "Board": the Board of Governors of the Federal Reserve System
of the United States (or any successor).

                  "Borrower": as defined in the preamble hereto.

                  "Borrowing Date": any Business Day specified by the Borrower
as a date on which the Borrower requests the relevant Lenders to make Loans
hereunder.

                  "Borrowing Notice": with respect to any request for borrowing
of Loans hereunder, a notice from the Borrower, substantially in the form of,
and containing the information prescribed by, Exhibit K, delivered to the
Administrative Agent.

                  "Business Day": (a) for all purposes other than as covered by
clause (b) below, a day other than a Saturday, Sunday or other day on which
commercial banks in New York City or Chicago, Illinois are authorized or
required by law to close and (b) with respect to all notices and determinations
in connection with, and payments of principal and interest on, Eurodollar Loans,
any day which is a Business Day described in clause (a) and which is also a day
for trading by and between banks in Dollar deposits in the interbank eurodollar
market.

                  "Capital Expenditures": for any period, with respect to any
Person, the aggregate of all expenditures by such Person for the acquisition or
leasing (pursuant to a capital lease) of fixed or capital assets or additions to
equipment (including replacements, capitalized repairs and improvements during
such period) which are required to be capitalized under GAAP on a balance sheet
of such Person.

                  "Capital Lease Obligations": with respect to any Person, the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP;
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

                  "Capital Markets Term Loan": as defined in Section 2.1.

                  "Capital Markets Term Loan Commitment": as to any Lender, the
obligation of such Lender, if any, to make a Capital Markets Term Loan to the
Borrower hereunder in a principal amount not to exceed the amount set forth
under the heading "Capital Markets Term Loan Commitment" opposite such Lender's
name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the
case may be, in the Assignment and Acceptance pursuant to which such Lender
became a party hereto, as the same may be changed from time to time pursuant to
the terms hereof. The original aggregate amount of the Capital Markets Term Loan
Commitments is $350,000,000.

                  "Capital Markets Term Loan Facility": as defined in the
definition of "Facility" in this Section 1.1.

                  "Capital Markets Term Loan Lender": each Lender that has a
Capital Markets Term Loan Commitment or is the holder of a Capital Markets Term
Loan.



<PAGE>
                                                                               5


                  "Capital Markets Term Loan Maturity Date": as defined in
Section 2.3(d).

                  "Capital Markets Term Loan Percentage": as to any Capital
Markets Term Loan Lender at any time, the percentage which such Lender's Capital
Markets Term Loan Commitment then constitutes of the aggregate Capital Markets
Term Loan Commitments (or, at any time after the Closing Date, the percentage
which the principal amount of such Lender's Capital Markets Term Loan then
outstanding constitutes of the aggregate principal amount of the Capital Markets
Term Loans then outstanding).

                  "Capital Stock": any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

                  "Cash Equivalents": (a) marketable direct obligations issued
by, or unconditionally guaranteed by, the United States Government or issued by
any agency thereof and backed by the full faith and credit of the United States,
in each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States of America or any state thereof having combined
capital and surplus of not less than $500,000,000; (c) commercial paper of an
issuer rated at least A-2 by Standard & Poor's Ratings Services ("S&P") or P-2
by Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent rating
by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of commercial paper issuers generally, and
maturing within six months from the date of acquisition; (d) repurchase
obligations of any Lender or of any commercial bank satisfying the requirements
of clause (b) of this definition, having a term of not more than 30 days with
respect to securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; and (g) shares of money market mutual or similar funds which invest
exclusively in assets satisfying the requirements of clauses (a) through (f) of
this definition.

                  "Change of Control": the occurrence of any of the following
events: (i) there shall be consummated (A) any consolidation or merger of the
Borrower in which the Borrower is not the continuing or surviving corporation or
pursuant to which shares of the Borrower's common stock would be converted into
cash, securities or other property, other than a merger of the Borrower where a
majority of the Board of Directors of the surviving corporation are, and for a
two year period after the merger continue to be, persons who were directors of
the Borrower immediately prior to such merger or were elected as directors, or
nominated for election as directors, by a vote of at least two-thirds of the
directors then still in office who were directors of




<PAGE>
                                                                               6


the Borrower immediately prior to such merger, or (B) any sale, lease exchange
or transfer (in one transaction or a series of transactions) of all or
substantially all of the assets of the Borrower, unless, immediately following
such sale, lease, exchange or transfer, such assets are owned, directly or
indirectly, by the Borrower or one or more Subsidiaries of the Borrower; (ii)
the shareholders of the Borrower shall approve any plan or proposal for the
liquidation or dissolution of the Borrower; (iii) (A) any "person" as defined in
the Exchange Act, other than the Borrower or a Subsidiary or any employee
benefit plan sponsored by the Borrower or a Subsidiary, shall become the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Borrower representing 50% or more of the combined voting power
of the Borrower's then outstanding securities ordinarily (and apart from rights
accruing in special circumstances) having the right to vote in the election of
directors, as a result of a tender or exchange offer, open market purchases,
privately negotiated purchases or otherwise, and (B) at any time during a period
of two consecutive years thereafter, individuals who immediately prior to the
beginning of such period constituted the Board of Directors of the Borrower
shall cease for any reason to constitute at least a majority thereof, unless the
election or the nomination by the Board of Directors for election by the
Borrower's shareholders of each new director during such period was approved by
a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period; or (iv) a Specified Change of
Control.

                  "Closing Date": date on which the conditions precedent set
forth in Section 5.1 shall have been satisfied, which date shall be not later
than December 15, 2001.

                  "Code": the Internal Revenue Code of 1986, as amended from
time to time.

                  "Co-Documentation Agents": as defined in the preamble hereto.

                  "Collateral": all Property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any Security
Document.

                  "Commitment": with respect to any Lender, each of the Tranche
A Term Loan Commitment, the Delayed Draw Term Loan Commitment, the Tranche B
Term Loan Commitment, the Capital Markets Term Loan Commitment and the Revolving
Credit Commitment of such Lender.

                  "Commitment Fee Rate": (a) with respect to the Revolving
Credit Facility and the Delayed Draw Term Loan Facility, 0.50% per annum; and
(b) with respect to the Tranche A Term Loan Facility (if any portion thereof
remains undrawn after the Closing Date), 0.50% per annum for a period commencing
on the Closing Date and ending on October 15, 2001, and thereafter the rate per
annum equal to 50% of the Applicable Margin applicable to Eurodollar Loans under
the relevant Facility.

                  "Commonly Controlled Entity": an entity, whether or not
incorporated, that is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group that includes the Borrower and
that is treated as a single employer under Section 414 of the Code.

                  "Compliance Certificate": a certificate duly executed by a
Responsible Officer, substantially in the form of Exhibit B.



<PAGE>
                                                                               7


                  "Confidential Information Memorandum": the Confidential
Information Memorandum dated August 2001 (together with all amendments and
supplements thereto) and furnished to the initial Lenders in connection with the
syndication of the Facilities.

                  "Consolidated EBITDA": of any Person for any period,
Consolidated Net Income of such Person and its Subsidiaries for such period
plus, without duplication and to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of (a) income
and franchise tax expense, (b) Consolidated Interest Expense of such Person and
its Subsidiaries, amortization or writeoff of debt discount and debt issuance
costs and commissions, discounts and other fees and charges associated with
Indebtedness (including the Loans), (c) depreciation, depletion and amortization
expense, (d) amortization of intangibles (including, but not limited to,
goodwill) and organization costs, (e) any extraordinary, unusual or
non-recurring expenses or losses (including, whether or not otherwise includable
as a separate item in the statement of such Consolidated Net Income for such
period, losses on sales of assets outside of the ordinary course of business)
and (f) any other non-cash charges, and minus, to the extent included in the
statement of such Consolidated Net Income for such period, the sum of (a)
interest income (except to the extent deducted in determining Consolidated
Interest Expense), (b) any extraordinary, unusual or non-recurring income or
gains (including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, gains on the sales of
assets outside of the ordinary course of business) and (c) any other non-cash
income, all as determined on a consolidated basis.

                  "Consolidated Fixed Charge Coverage Ratio": for any period,
the ratio of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for
such period to (b) Consolidated Fixed Charges for such period.

                  "Consolidated Fixed Charges": for any period, the sum (without
duplication) of (a) Consolidated Interest Expense of the Borrower and its
Subsidiaries for such period, (b) provision for cash income and franchise taxes
made by the Borrower or any of its Subsidiaries on a consolidated basis in
respect of such period, (c) scheduled payments made during such period on
account of principal of Indebtedness of the Borrower or any of its Subsidiaries
(including scheduled principal payments in respect of the Term Loans) and (d)
dividends paid by the Borrower in cash during such period in respect of Capital
Stock of the Borrower.

                  "Consolidated Interest Coverage Ratio": for any period, the
ratio of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for such
period to (b) Consolidated Interest Expense of the Borrower and its Subsidiaries
for such period.

                  "Consolidated Interest Expense": of any Person for any period,
total interest expense of such Person and its Subsidiaries for such period with
respect to all Indebtedness of such Person and its Subsidiaries (including,
without limitation, all commissions, discounts and other material fees and
charges owed by such Person with respect to letters of credit and bankers'
acceptance financing and net costs of such Person under Hedge Agreements (but
excluding hydrocarbon swaps or other similar agreements providing protection
against fluctuation of hydrocarbon prices) in respect of interest rates to the
extent such net costs are allocable to such period in accordance with GAAP).
Consolidated Interest Expense shall in any event include interest attributable
to Capital Lease Obligations of the Borrower and its Subsidiaries.



<PAGE>
                                                                               8


                  "Consolidated Leverage Ratio": as at the last day of any
period of four consecutive fiscal quarters of the Borrower, the ratio of (a)
Consolidated Total Debt on such day to (b) Consolidated EBITDA of the Borrower
and its Subsidiaries for such period; provided that for purposes of calculating
Consolidated EBITDA of the Borrower and its Subsidiaries for any period, (i) the
Consolidated EBITDA of any Person acquired by the Borrower or its Subsidiaries
during such period (including, during any period that includes the date of
consummation of any Acquisition, the Consolidated EBITDA attributable to the
Acquired Assets acquired by the Borrower in such Acquisition) shall be included
on a pro forma basis for such period (assuming the consummation of such
acquisition and the incurrence or assumption of any Indebtedness in connection
therewith occurred on the first day of such period) if the consolidated balance
sheet of such acquired Person and its consolidated Subsidiaries as at the end of
the period preceding the acquisition of such Person and the related consolidated
statements of income and stockholders' equity and of cash flows for the period
in respect of which Consolidated EBITDA is to be calculated (x) have been
previously provided to the Administrative Agent and the Lenders and (y) either
(1) have been reported on without a qualification arising out of the scope of
the audit by independent certified public accountants of nationally recognized
standing or (2) have been found acceptable by the Administrative Agent and (ii)
the Consolidated EBITDA of any Person Disposed of by the Borrower or its
Subsidiaries during such period shall be excluded for such period (assuming the
consummation of such Disposition and the repayment of any Indebtedness in
connection therewith occurred on the first day of such period).

                  "Consolidated Net Income": of any Person for any period, the
consolidated net income (or loss) of such Person and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP; provided,
that in calculating Consolidated Net Income of the Borrower and its consolidated
Subsidiaries for any period, there shall be excluded (a) the income (or deficit)
of any Person accrued prior to the date it becomes a Subsidiary of the Borrower
or is merged into or consolidated with the Borrower or any of its Subsidiaries,
(b) the income (or deficit) of any Person (other than a Subsidiary of the
Borrower) in which the Borrower or any of its Subsidiaries has an ownership
interest, except to the extent that any such income is actually received by the
Borrower or such Subsidiary in the form of dividends or similar distributions
and (c) the undistributed earnings of any Subsidiary of the Borrower to the
extent that the declaration or payment of dividends or similar distributions by
such Subsidiary is not at the time permitted by the terms of any Contractual
Obligation (other than under any Loan Document) or Requirement of Law applicable
to such Subsidiary.

                  "Consolidated Shareholders' Equity": as of any date of
determination, the consolidated total stockholders' equity of the Borrower and
its Consolidated Subsidiaries, determined in accordance with GAAP.

                  "Consolidated Total Capitalization": at any date, the sum of
(a) Consolidated Total Debt and (b) Consolidated Shareholders' Equity at such
date.

                  "Consolidated Total Debt": at any date, the aggregate
principal amount of all Indebtedness of the Borrower and its Subsidiaries at
such date, determined on a consolidated basis. Consolidated Total Debt shall in
any event exclude obligations of the Borrower and its Subsidiaries in respect of
any letters of credit issued in the ordinary course of business of the




<PAGE>
                                                                               9


Borrower and its Subsidiaries, other than any such letter of credit issued to
support Indebtedness or other obligations of any Person other than the Borrower
or any Subsidiary of the Borrower.

                  "Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
Property is bound.

                  "Control Investment Affiliate": as to any Person, any other
Person that (a) directly or indirectly, is in control of, is controlled by, or
is under common control with, such Person and (b) is organized by such Person
primarily for the purpose of making equity or debt investments in one or more
companies. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.

                  "Default": any of the events specified in Section 8, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

                  "Delayed Draw Term Loan": as defined in Section 2.1.

                  "Delayed Draw Term Loan Borrowing Date": as defined in Section
2.1(b).

                  "Delayed Draw Term Loan Commitment": as to any Delayed Draw
Term Loan Lender, the obligation of such Lender, if any, to make a Delayed Draw
Term Loan to the Borrower hereunder in a principal amount not to exceed the
amount set forth under the heading "Delayed Draw Term Loan Commitment" opposite
such Lender's name on Schedule 1 to the Lender Addendum delivered by such
Lender, or, as the case may be, in the Assignment and Acceptance pursuant to
which such Lender became a party hereto, as the same may be changed from time to
time pursuant to the terms hereof. The original aggregate amount of the Delayed
Draw Term Loan Commitments is $90,000,000.

                  "Delayed Draw Term Loan Commitment Period": the period from
and including the Closing Date to and including the earliest of (a) the date of
consummation of the Pipeline Acquisition, (b) June 30, 2002 and (c) the date on
which the Delayed Draw Term Loan Commitments are terminated in accordance with
this Agreement.

                  "Delayed Draw Term Loan Facility": as defined in the
definition of "Facility" in this Section 1.1.

                  "Delayed Draw Term Loan Lender": each Lender that has a
Delayed Draw Term Loan Commitment or is the holder of a Delayed Draw Term Loan.

                  "Delayed Draw Term Loan Percentage": as to any Delayed Draw
Term Loan Lender at any time, the percentage which such Lender's Delayed Draw
Term Loan Commitment then constitutes of the aggregate Delayed Draw Term Loan
Commitments (or, at any time after the Delayed Draw Term Loan Borrowing Date,
the percentage which the aggregate principal amount of such Lender's Delayed
Draw Term Loan then outstanding constitutes of the aggregate principal amount of
the Delayed Draw Term Loans then outstanding).




<PAGE>
                                                                              10


                  "Derivatives Counterparty": as defined in Section 7.6.

                  "Disposition": with respect to any Property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer or other disposition
thereof; and the terms "Dispose" and "Disposed of" shall have correlative
meanings.

                  "Dollars" and "$": lawful currency of the United States of
America.

                  "Domestic Subsidiary": any Subsidiary of the Borrower
organized under the laws of any jurisdiction within the United States of
America.

                  "Environmental Laws": any and all laws, rules, orders,
regulations, statutes, ordinances, guidelines, codes, decrees, or other legally
enforceable requirements (including, without limitation, common law) of any
international authority, foreign government, the United States, or any state,
local, municipal or other governmental authority, regulating, relating to or
imposing liability or standards of conduct concerning protection of the
environment or of human health, or employee health and safety, as has been, is
now, or may at any time hereafter be, in effect.

                  "Environmental Permits": any and all permits, licenses,
approvals, registrations, notifications, exemptions and other authorizations
required under any Environmental Law.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time.

                  "Eurocurrency Reserve Requirements": for any day, the
aggregate (without duplication) of the maximum rates (expressed as a decimal
fraction) of reserve requirements in effect on such day (including, without
limitation, basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

                  "Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars appearing on
Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period, and having a maturity equal to such
Interest Period, provided that, (i) if Reuters Screen FRBD is not available to
the Administrative Agent for any reason, the applicable Eurodollar Base Rate for
the relevant Interest Period shall instead be the applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars as reported by
any other generally recognized financial information service as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
and having a maturity equal to such Interest Period, and (ii) if no such British
Bankers' Association Interest Settlement Rate is available to the Administrative
Agent, the applicable Eurodollar Base Rate for the relevant Interest Period
shall instead be the rate determined by the Administrative Agent to be the rate
at which Bank One, NA or one of its Affiliate banks offers to place deposits in
U.S. dollars with first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) two Business Days prior to the first




<PAGE>
                                                                              11


day of such Interest Period, in the approximate amount of Bank One, NA's
relevant Eurodollar Loan (or if the amount of Bank One, NA's relevant Eurodollar
Loan is less than $10,000,000, in the amount of $10,000,000) and having a
maturity equal to such Interest Period.

                  "Eurodollar Loans": Loans for which the applicable rate of
interest is based upon the Eurodollar Rate.

                  "Eurodollar Rate": with respect to a Eurodollar Loan for the
relevant Interest Period, the quotient of (a) the Eurodollar Base Rate
applicable to such Interest Period, divided by (b) one minus the Eurocurrency
Reserve Requirement (expressed as a decimal) applicable to such Interest Period.

                  "Eurodollar Tranche": the collective reference to Eurodollar
Loans the then current Interest Periods with respect to all of which begin on
the same date and end on the same later date (whether or not such Loans shall
originally have been made on the same day).

                  "Event of Default": any of the events specified in Section 8,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

                  "Excess Cash Flow": for any fiscal year of the Borrower, the
excess, if any, of (a) Consolidated EBITDA for such fiscal year minus (b) the
sum, without duplication, of (i) the aggregate amount of all regularly scheduled
principal payments and any optional prepayments of (x) Funded Debt (including,
without limitation, the Term Loans) and (y) other Indebtedness of the type
described in clause (b) of the definition thereof not to exceed $50,000,000 in
aggregate principal amount, in each case of the Borrower and its Subsidiaries
made during such fiscal year (other than in respect of any revolving credit
facility to the extent there is not an equivalent permanent reduction in
commitments thereunder), (ii) the aggregate amount actually paid by the Borrower
and its Subsidiaries in cash during such fiscal year on account of Capital
Expenditures (excluding the principal amount of Indebtedness incurred in
connection with such expenditures and any such expenditures financed with the
proceeds of any Reinvestment Deferred Amount), (iii) the aggregate amount
actually paid by the Borrower and its Subsidiaries in cash during such fiscal
year on account of income and franchise taxes, (iv) transaction costs, to the
extent excluded from Consolidated EBITDA, related to the Acquisitions and the
financing contemplated by this Agreement, (v) cash interest expense during such
fiscal year, (vi) the aggregate amount of Restricted Payments actually paid by
the Borrower in cash during such fiscal year, as permitted by Section 7.6, in
respect of the Borrower's Capital Stock and (vii) the aggregate amount actually
paid by the Borrower and its Subsidiaries in cash during such period on account
of the costs and expenses associated with shutting down a refinery or a portion
thereof for maintenance and repair in the ordinary course of business, to the
extent that such costs and expenses (A) have been added to Consolidated Net
Income as a non-cash charge in determining Consolidated EBITDA for a prior
period or (B) will be amortized as non-cash charges in subsequent periods and
added to Consolidated Net Income in determining Consolidated EBITDA for such
subsequent periods.

                  "Excess Cash Flow Application Date": as defined in Section
2.10(c).



<PAGE>
                                                                              12


                  "Excess Cash Flow Percentage": with respect to any fiscal year
of the Borrower, 75%; provided, that, with respect to any fiscal year of the
Borrower ending on or after December 31, 2002, the Excess Cash Flow Percentage
shall be (a) 50% if the Consolidated Leverage Ratio as of the last day of such
fiscal year is not greater than 2.75 to 1.0 and (b) 25% if the Consolidated
Leverage Ratio as of the last day of such fiscal year is not greater than 2.25
to 1.0.

                  "Exchange Note": each note that may be issued pursuant to
Section 2.3(e) under the Exchange Note Indenture; collectively, the "Exchange
Notes".

                  "Exchange Note Indenture": the Indenture, substantially in the
form of Exhibit L, as amended, waived, supplemented or otherwise modified from
time to time.

                  "Exchange Note Registration Rights Agreement": the
Registration Rights Agreement, substantially in the form of Exhibit M, as
amended, waived, supplemented, or otherwise modified from time to time.

                  "Excluded Foreign Subsidiaries": any Foreign Subsidiary in
respect of which either (a) the pledge of more than 66% of the Capital Stock of
such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the
Obligations, would, in the good faith judgment of the Borrower, result in
adverse tax consequences to the Borrower.

                  "Excluded Subsidiary": any Subsidiary designated as such on
Schedule 4.15-2; provided that any such Subsidiary shall cease to be an
"Excluded Subsidiary" if (a) the aggregate book value of the assets of such
Subsidiary exceed 1% of the aggregate book value of the assets of the Borrower
and its Subsidiaries, taken as a whole, or (b) the Consolidated EBITDA of such
Subsidiary exceeds 1% of the Consolidated EBITDA of the Borrower and its
Subsidiaries taken as a whole.

                  "Existing Credit Facilities": the credit facilities provided
under (a) the $100,000,000 Revolving Credit Agreement, dated as of October 4,
2000, among the Borrower, the lenders parties thereto, Banc One Capital Markets,
Inc., as arranger, Bank One, NA, as administrative agent, The Bank Of Nova
Scotia, as syndication agent and ABN AMRO Bank N.V., as documentation and (b)
the $150,000,000 Revolving Credit Agreement, dated as of October 4, 2000, among
the Borrower, the lenders parties thereto, Banc One Capital Markets, Inc., as
arranger, Bank One, NA, as administrative agent, The Bank Of Nova Scotia, as
syndication agent, and ABN AMRO Bank N.V., as documentation agent.

                  "Existing Issuing Lender": Bank One, NA, as issuer of the
Existing Letters of Credit.

                  "Existing Letters of Credit": the letters of credit described
in Annex B.

                  "Existing Senior Subordinated Note Indenture": the Indenture,
dated as of July 2, 1998, entered into by the Borrower, certain of its
Subsidiaries and U.S. Bank Corporate Trust Services, as trustee, in connection
with the issuance of the Existing Senior Subordinated Notes, together with all
instruments and other agreements entered into by the Borrower or such
Subsidiaries in connection therewith, as the same may be amended, supplemented
or otherwise modified from time to time in accordance herewith.



<PAGE>
                                                                              13


                  "Existing Senior Subordinated Notes": the $300,000,000
aggregate principal amount of 9% Senior Subordinated Notes of the Borrower due
2008 issued on July 2, 1998 pursuant to the Existing Senior Subordinated Note
Indenture.

                  "Facility": each of (a) the Tranche A Term Loan Commitments
and the Tranche A Term Loans made thereunder (the "Tranche A Term Loan
Facility"), (b) the Delayed Draw Term Loan Commitments and the Delayed Draw Term
Loans made thereunder (the "Delayed Draw Term Loan Facility"), (c) the Tranche B
Term Loan Commitments and the Tranche B Term Loans made thereunder (the "Tranche
B Term Loan Facility"), (d) the Capital Markets Term Loan Commitments and the
Capital Markets Term Loans made thereunder (the "Capital Markets Term Loan
Facility") and (e) the Revolving Credit Commitments and the extensions of credit
made thereunder (the "Revolving Credit Facility").

                  "Federal Funds Effective Rate": for any day, the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by Bank One, NA from
three federal funds brokers of recognized standing selected by it.

                  "Foreign Subsidiary": any Subsidiary of the Borrower that is
not a Domestic Subsidiary.

                  "Funded Debt": with respect to any Person, all Indebtedness of
such Person of the types described in clauses (a) through (e) of the definition
of "Indebtedness" in this Section.

                  "Funding Office": the office specified from time to time by
the Administrative Agent as its funding office by notice to the Borrower and the
Lenders.

                  "GAAP": generally accepted accounting principles in the United
States of America as in effect from time to time.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

                  "Guarantee and Collateral Agreement": the Guarantee and
Collateral Agreement to be executed and delivered by the Borrower and each
Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be
amended, supplemented or otherwise modified from time to time.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including, without limitation, any bank under any letter of credit), if to
induce the creation of such obligation of such other Person the guaranteeing
person has issued a reimbursement, counterindemnity or similar obligation, in
either case guaranteeing or in effect guaranteeing any Indebtedness, leases,
dividends or other obligations (the "primary obligations") of any other third
Person (the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any





<PAGE>
                                                                              14


obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any Property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency 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 owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

                  "Hedge Agreements": all interest rate or currency swaps, caps
or collar agreements, foreign exchange agreements, commodity contracts,
hydrocarbon swaps or similar arrangements entered into by the Borrower or its
Subsidiaries providing for protection against fluctuations in interest rates,
currency exchange rates, or hydrocarbon prices or the exchange of nominal
interest obligations, either generally or under specific contingencies.

                  "Indebtedness": of any Person at any date, without
duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of Property or
services (other than current trade payables incurred in the ordinary course of
such Person's business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to Property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such Property), (e) all Capital Lease Obligations of
such Person, (f) all reimbursement obligations of such Person, contingent or
otherwise, as an account party under acceptance, letter of credit or similar
facilities, (g) all obligations of such Person, contingent or otherwise, to
purchase, redeem, retire or otherwise acquire for value any Capital Stock of
such Person, (h) all Guarantee Obligations of such Person in respect of
obligations of the kind referred to in clauses (a) through (g) above; (i) for
the purposes of Sections 7.2 and 8(e) only, all obligations of the kind referred
to in clauses (a) through (h) above secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by) any
Lien on Property (including, without limitation, accounts and contract rights)
owned by such Person, whether or not such Person has assumed or become liable
for the payment of such obligation, (j) for the purposes of Section 8(e) only,
all obligations of such Person in respect of Hedge Agreements, (k) the
liquidation value of any mandatorily redeemable preferred Capital Stock of such
Person or its Subsidiaries held by any Person other than such Person and its
Wholly Owned Subsidiaries and (l) the Indebtedness of any partnership or
unincorporated joint venture in which such Person is a general partner or a




<PAGE>
                                                                              15


joint venturer, but only to the extent to which there is recourse to such Person
for the payment of such Indebtedness. Obligations of the Borrower and its
Subsidiaries to pay dues to Marine Spill Response Corporation in an aggregate
amount of up to $5,000,000 shall not be deemed to constitute Indebtedness.

                  "Indemnified Liabilities": as defined in Section 10.5.

                  "Indemnitee": as defined in Section 10.5.

                  "Insolvency": with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": the collective reference to all
rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise,
including, without limitation, copyrights, copyright licenses, patents, patent
licenses, trademarks, trademark licenses, technology, know-how and processes,
and all rights to sue at law or in equity for any infringement or other
impairment thereof, including the right to receive all proceeds and damages
therefrom.

                  "Interest Payment Date": (a) as to any Base Rate Loan, the
first day of each April, July, October and January to occur while such Loan is
outstanding and the final maturity date of such Loan, (b) as to any Eurodollar
Loan having an Interest Period of three months or shorter, the last day of such
Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer
than three months, each day that is three months, or a whole multiple thereof,
after the first day of such Interest Period and the last day of such Interest
Period and (d) as to any Loan (other than any Revolving Credit Loan that is a
Base Rate Loan), the date of any repayment or prepayment made in respect
thereof.

                  "Interest Period": as to any Eurodollar Loan, (a) initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect thereto; provided that, all of the
foregoing provisions relating to Interest Periods are subject to the following:

                  (i) if any Interest Period would otherwise end on a day that
                  is not a Business Day, such Interest Period shall be extended
                  to the next succeeding 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 immediately preceding Business Day;



<PAGE>
                                                                              16


                  (ii) any Interest Period that would otherwise extend beyond
                  the Revolving Credit Termination Date or beyond the date final
                  payment is due on the Tranche A Term Loans, the Delayed Draw
                  Term Loans, the Tranche B Term Loans or the Capital Markets
                  Term Loans, as the case may be, shall end on the Revolving
                  Credit Termination Date or such due date, as applicable; and

                  (iii) 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.

                  "Investments": as defined in Section 7.7.

                  "Issuing Lender": the Existing Issuing Lender and any other
Revolving Credit Lender from time to time designated by the Borrower as an
Issuing Lender with the consent of such Revolving Credit Lender.

                  "L/C Commitment": $90,000,000.

                  "L/C Fee Payment Date": the first day of each April, July,
October and January and the last day of the Revolving Credit Commitment Period.

                  "L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit and (b) the aggregate amount of drawings under Letters of
Credit that have not then been reimbursed pursuant to Section 3.5.

                  "L/C Participants": with respect to any Letter of Credit, the
collective reference to all the Revolving Credit Lenders other than the Issuing
Lender that issued such letter of Credit.

                  "Lehman Entity": any of Lehman Commercial Paper Inc. or any of
its affiliates (including Syndicated Loan Funding Trust).

                  "Lender Addendum": with respect to any initial Lender, a
Lender Addendum, substantially in the form of Exhibit J, to be executed and
delivered by such Lender, the Borrower and the Administrative Agent on the
Closing Date as provided in Section 10.18.

                  "Lenders": as defined in the preamble hereto.

                  "Letters of Credit": as defined in Section 3.1(a).

                  "Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
capital lease having substantially the same economic effect as any of the
foregoing).



<PAGE>
                                                                              17


                  "Loan": any loan made by any Lender pursuant to this
Agreement.

                  "Loan Documents": this Agreement, the Security Documents, the
Syndication Letter Agreement, the Applications and the Notes.

                  "Loan Parties": the Borrower and each Subsidiary of the
Borrower that is a party to a Loan Document.

                  "Majority Facility Lenders": at any time with respect to any
Facility, the holders of more than 50% of the sum of (a) the undrawn Commitments
under such Facility at such time, if any, and (b) the aggregate unpaid principal
amount of the Term Loans or the Total Revolving Extensions of Credit, as the
case may be, outstanding under such Facility.

                  "Marine Services Assets": assets of Tesoro Marine Services,
Inc.

                  "Material Adverse Effect": a material adverse effect on (a)
any Acquisition, (b) the business, assets, property, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole or
(c) the validity or enforceability of this Agreement or any of the other Loan
Documents or the rights or remedies of the Agents or the Lenders hereunder or
thereunder.

                  "Materials of Environmental Concern": any gasoline or
petroleum (including crude oil or any fraction thereof) or petroleum products,
polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants,
contaminants, radioactivity, and any other substances or forces of any kind,
whether or not any such substance or force is defined as hazardous or toxic
under any Environmental Law, that is regulated pursuant to or could give rise to
liability under any Environmental Law.

                  "Mortgaged Properties": the real properties listed on Schedule
1.1A, as to which the Administrative Agent for the benefit of the Lenders shall
be granted a Lien pursuant to one or more Mortgages.

                  "Mortgages": each of the mortgages and deeds of trust made by
any Loan Party in favor of, or for the benefit of, the Administrative Agent for
the benefit of the Lenders, substantially in the form of Exhibit D (with such
changes thereto as shall be advisable under the law of the jurisdiction in which
such mortgage or deed of trust is to be recorded), as the same may be amended,
supplemented or otherwise modified from time to time.

                  "Multiemployer Plan": a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds": (a) in connection with any Asset Sale or
any Recovery Event, the proceeds thereof in the form of cash and Cash
Equivalents (including any such proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) of such Asset
Sale or Recovery Event, net of attorneys' fees, accountants' fees, investment
banking fees, amounts required to be applied to the repayment of Indebtedness
secured by a Lien expressly permitted hereunder on any asset which is the
subject of such Asset Sale or Recovery






<PAGE>
                                                                              18


Event (other than any Lien pursuant to a Security Document) and other customary
fees and expenses actually incurred in connection therewith and net of taxes
paid or reasonably estimated to be payable as a result thereof (after taking
into account any available tax credits or deductions and any tax sharing
arrangements), (b) in connection with any issuance or sale of equity securities
or debt securities or instruments or the incurrence of loans, the cash proceeds
received from such issuance or incurrence, net of attorneys' fees, investment
banking fees, accountants' fees, underwriting discounts and commissions and
other customary fees and expenses actually incurred in connection therewith and
(c) in connection with any Purchase Price Refund, the cash amount thereof, net
of any expenses incurred in the collection thereof.

                  "Non-Excluded Taxes": as defined in Section 2.18(a).

                  "Non-U.S. Lender": as defined in Section 2.18(d).

                  "North Dakota Pipeline Assets": as defined in the recitals to
this Agreement.

                  "Note": any promissory note evidencing any Loan.

                  "Obligations": the unpaid principal of and interest on
(including, without limitation, interest accruing after the maturity of the
Loans and Reimbursement Obligations and interest accruing after the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower or any Subsidiary,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) the Loans, the Reimbursement Obligations and all other
obligations and liabilities of the Borrower or any Subsidiary to the
Administrative Agent or to any Lender or any Qualified Counterparty, whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement, any other Loan Document, the Letters of Credit, any
Specified Hedge Agreement or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all fees, charges and disbursements of counsel to the
Administrative Agent or to any Lender that are required to be paid by the
Borrower pursuant hereto) or otherwise; provided, that (i) obligations of the
Borrower or any Subsidiary under any Specified Hedge Agreement shall be secured
and guaranteed pursuant to the Security Documents only to the extent that, and
for so long as, the other Obligations are so secured and guaranteed and (ii) any
release of Collateral or Guarantors effected in the manner permitted by this
Agreement shall not require the consent of holders of obligations under
Specified Hedge Agreements.

                  "Other Taxes": any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document, other than, in each case, any franchise tax or similar tax based
upon the income, capital, assets or other properties of any Lender.

                  "Participant": as defined in Section 10.6(b).

                  "Payment Office": the office specified from time to time by
the Administrative Agent as its payment office by notice to the Borrower and the
Lenders.



<PAGE>
                                                                              19


                  "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA (or any successor).

                  "Person": an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

                  "Pipeline Assets": the North Dakota Pipeline Assets and the
other crude oil or refined product pipeline assets held by Tesoro Alaska
Pipeline Company, Tesoro High Plains Pipeline Company or any Qualifying Special
Purpose Subsidiary.

                  "Plan": at a particular time, any employee benefit plan that
is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

                  "Prepayment Option Notice": as defined in Section 2.14(d).

                  "Pricing Grid": the pricing grid attached hereto as Annex A.

                  "Pro Forma Balance Sheet": as defined in Section 4.1(a).

                  "Projections": as defined in Section 6.2(c).

                  "Property": any right or interest in or to property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock.

                  "Purchase Price Refund": any amount received by the Borrower
or any Subsidiary as a result of a purchase price adjustment or similar event in
connection with any acquisition of Property by the Borrower or any Subsidiary.

                  "Qualified Counterparty": with respect to any Specified Hedge
Agreement, any counterparty thereto that, at the time such Specified Hedge
Agreement was entered into, was a Lender or an affiliate of a Lender.

                  "Qualifying Special Purpose Subsidiary": any of Tesoro Alaska
Pipeline Company, Tesoro High Plains Pipeline Company or any other Subsidiary
(other than an Excluded Subsidiary or a Foreign Subsidiary) meeting the
requirements of Section 7.16.

                  "Recovery Event": any settlement of or payment in respect of
any property or casualty insurance claim or any condemnation proceeding relating
to any asset of the Borrower or any of its Subsidiaries.

                  "Register": as defined in Section 10.6(d).

                  "Regulation H": Regulation H of the Board as in effect from
time to time.



<PAGE>
                                                                              20


                  "Regulation U": Regulation U of the Board as in effect from
time to time.

                  "Reimbursement Obligation": the obligation of the Borrower to
reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under
Letters of Credit issued by such Issuing Lender.

                  "Reinvestment Deferred Amount": with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or
any of its Subsidiaries in connection therewith that are not applied to prepay
the Term Loans as a result of the delivery of a Reinvestment Notice.

                  "Reinvestment Event": any Asset Sale, Purchase Price Refund or
Recovery Event in respect of which the Borrower has delivered a Reinvestment
Notice.

                  "Reinvestment Notice": a written notice executed by a
Responsible Officer stating that no Default or Event of Default has occurred and
is continuing and that the Borrower (directly or indirectly through a
Subsidiary) intends and expects to use all or a specified portion of the Net
Cash Proceeds of an Asset Sale, Purchase Price Refund or Recovery Event to
acquire (including through the purchase of all or substantially all of the
Capital Stock of another Person), construct, develop, improve or repair assets
useful in its business.

                  "Reinvestment Prepayment Amount": with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment Prepayment Date to acquire
assets useful in the Borrower's business.

                  "Reinvestment Prepayment Date": with respect to any
Reinvestment Event, the earlier of (a) the date occurring one year after such
Reinvestment Event and (b) the date on which the Borrower shall have determined
not to acquire (including through the purchase of all or substantially all of
the Capital Stock of another Person), construct, develop, improve or repair
assets useful in the Borrower's business with all or any portion of the relevant
Reinvestment Deferred Amount.

                  "Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

                  "Reportable Event": any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of
PBGC Reg. Section 4043.

                  "Required Lenders": at any time, the holders of more than 50%
of the sum of (a) the undrawn Commitments and (b) the aggregate unpaid principal
amount of the Term Loans and Revolving Extensions of Credit then outstanding.

                  "Required Prepayment Lenders": the Majority Facility Lenders
in respect of each Facility.

                  "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty,




<PAGE>
                                                                              21


rule or regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its Property or to which such Person or any of its Property is
subject.

                  "Responsible Officer": the chief executive officer, president,
chief operating officer, chief financial officer, general counsel, treasurer or
controller of the Borrower, but in any event, with respect to financial matters,
the chief financial officer or treasurer of the Borrower.

                  "Restricted Payments": as defined in Section 7.6.

                  "Retail Service Assets": any retail service station or related
convenience store or car wash facility together with associated real property
and equipment owned or leased by the Borrower or any Subsidiary.

                  "Revolving Credit Commitment": as to any Lender, the
obligation of such Lender, if any, to make Revolving Credit Loans and
participate in Letters of Credit, in an aggregate principal and/or face amount
not to exceed the amount set forth under the heading "Revolving Credit
Commitment" opposite such Lender's name on Schedule 1 to the Lender Addendum
delivered by such Lender, or, as the case may be, in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as the same may
be changed from time to time pursuant to the terms hereof. The original
aggregate amount of the Total Revolving Credit Commitments is $175,000,000.

                  "Revolving Credit Commitment Period": the period from and
including the Closing Date to the Revolving Credit Termination Date.

                  "Revolving Credit Facility": as defined in the definition of
"Facility" in this Section 1.1.

                  "Revolving Credit Lender": each Lender that has a Revolving
Credit Commitment or that is the holder of Revolving Credit Loans.

                  "Revolving Credit Loans": as defined in Section 2.4.

                  "Revolving Credit Note": as defined in Section 2.6.

                  "Revolving Credit Percentage": as to any Revolving Credit
Lender at any time, the percentage which such Lender's Revolving Credit
Commitment then constitutes of the Total Revolving Credit Commitments (or, at
any time after the Revolving Credit Commitments shall have expired or
terminated, the percentage which the aggregate amount of such Lender's Revolving
Extensions of Credit then outstanding constitutes of the amount of the Total
Revolving Extensions of Credit then outstanding).

                  "Revolving Credit Termination Date": September 6, 2006.

                  "Revolving Extensions of Credit": as to any Revolving Credit
Lender at any time, an amount equal to the sum of (a) the aggregate principal
amount of all Revolving Credit






<PAGE>
                                                                              22


Loans made by such Lender then outstanding and (b) such Lender's Revolving
Credit Percentage of the L/C Obligations then outstanding.

                  "SEC": the Securities and Exchange Commission (or successors
thereto or an analogous Governmental Authority).

                  "Security Documents": the collective reference to the
Guarantee and Collateral Agreement, the Mortgages and all other security
documents hereafter delivered to the Administrative Agent granting a Lien on any
Property of any Person to secure the obligations and liabilities of any Loan
Party under any Loan Document.

                  "Single Employer Plan": any Plan that is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

                  "Solvent": with respect to any Person, as of any date of
determination, (a) the amount of the "present fair saleable value" of the assets
of such Person will, as of such date, exceed the amount of all "liabilities of
such Person, contingent or otherwise", as of such date, as such quoted terms are
determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (b) the present fair saleable value
of the assets of such Person will, as of such date, be greater than the amount
that will be required to pay the liability of such Person on its debts as such
debts become absolute and matured, (c) such Person will not have, as of such
date, an unreasonably small amount of capital with which to conduct its
business, and (d) such Person will be able to pay its debts as they mature. For
purposes of this definition, (i) "debt" means liability on a "claim", and (ii)
"claim" means any (x) right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured
or unsecured.

                  "Specified Change of Control": a "Change of Control", or like
event, as defined in the Existing Senior Subordinated Note Indenture, the
Exchange Note Indenture or the indenture for any Take-Out Debt.

                  "Specified Hedge Agreement": any Hedge Agreement entered into
by (a) the Borrower or any of its Subsidiaries and (b) any Lender or any
affiliate thereof, as counterparty.

                  "Subordinated Securities": the Existing Senior Subordinated
Notes and any Exchange Notes or Take-Out Debt.

                  "Subsidiary": as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a




<PAGE>
                                                                              23


"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Borrower.

                  "Subsidiary Guarantor": each Subsidiary of the Borrower other
than any Excluded Subsidiary or Excluded Foreign Subsidiary.

                  "Supermajority Lenders": at any time, the holders of more than
66 2/3% of the sum of (a) the undrawn Commitments and (b) the aggregate unpaid
principal amount of the Term Loans and Revolving Extensions of Credit then
outstanding.

                  "Syndication Agent": as defined in the preamble hereto.

                  "Syndication Date": the date on which the Arranger completes
the syndication of the Facilities and the entities selected in such syndication
process become parties to this Agreement.

                  "Syndication Letter Agreement": the letter agreement, dated as
of the Closing Date, between the Borrower and the Arranger relating to the
syndication of the Facilities.

                  "Take-Out Debt": unsecured notes or debentures of the Borrower
having terms no less favorable to the Borrower, taken as a whole, than those of
the Exchange Notes, subordinated to the prior payment of the Loans under
subordination terms substantially equivalent to the subordination terms of the
Exchange Notes, that may be issued by the Borrower after the Closing Date to
refinance the Capital Markets Term Loans.

                  "Term Loan Facilities": the collective reference to the
Tranche A Term Loan Facility, the Delayed Draw Term Loan Facility, the Tranche B
Term Loan Facility and the Capital Markets Term Loan Facility.

                  "Term Loan Lenders": the collective reference to the Tranche A
Term Loan Lenders, the Delayed Draw Term Loan Lenders, the Tranche B Term Loan
Lenders and the Capital Markets Term Loan Lenders.

                  "Term Loans": the collective reference to the Tranche A Term
Loans, Delayed Draw Term Loans, Tranche B Term Loans and Capital Markets Term
Loans.

                  "Term Note": as defined in Section 2.6.

                  "Total Revolving Credit Commitments": at any time, the
aggregate amount of the Revolving Credit Commitments then in effect.

                  "Total Revolving Extensions of Credit": at any time, the
aggregate amount of the Revolving Extensions of Credit of the Revolving Credit
Lenders outstanding at such time.

                  "Tranche A Term Loan": as defined in Section 2.1.

                  "Tranche A Term Loan Commitment": as to any Lender, the
obligation of such Lender, if any, to make Tranche A Term Loans to the Borrower
hereunder in an aggregate




<PAGE>
                                                                              24


principal amount not to exceed the amount set forth under the heading "Tranche A
Term Loan Commitment" opposite such Lender's name on Schedule 1 to the Lender
Addendum delivered by such Lender, or, as the case may be, in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as the same may
be changed from time to time pursuant to the terms hereof. The original
aggregate amount of the Tranche A Term Loan Commitments is $85,000,000.

                  "Tranche A Term Loan Commitment Period": the period from and
including the Closing Date to and including the earlier of (a) the 60th day
after the Closing Date and (b) the date on which the Tranche A Term Loan
Commitment is terminated in accordance with this Agreement.

                  "Tranche A Term Loan Facility": as defined in the definition
of "Facility" in this Section 1.1.

                  "Tranche A Term Loan Lender": each Lender that has a Tranche A
Term Loan Commitment or is the holder of a Tranche A Term Loan.

                  "Tranche A Term Loan Percentage": as to any Tranche A Term
Loan Lender at any time, the percentage which such Lender's Tranche A Term Loan
Commitment then constitutes of the aggregate Tranche A Term Loan Commitments
(or, at any time after the Closing Date, the percentage which the aggregate
principal amount of such Lender's Tranche A Term Loans then outstanding
constitutes of the aggregate principal amount of the Tranche A Term Loans then
outstanding).

                  "Tranche B Term Loan": as defined in Section 2.1.

                  "Tranche B Term Loan Commitment": as to any Lender, the
obligation of such Lender, if any, to make Tranche B Term Loans to the Borrower
hereunder in an aggregate principal amount not to exceed the amount set forth
under the heading "Tranche B Term Loan Commitment" opposite such Lender's name
on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case
may be, in the Assignment and Acceptance pursuant to which such Lender became a
party hereto, as the same may be changed from time to time pursuant to the terms
hereof. The original aggregate amount of the Tranche B Term Loan Commitments is
$300,000,000.

                  "Tranche B Term Loan Facility": as defined in the definition
of "Facility" in this Section 1.1.

                  "Tranche B Term Loan Lender": each Lender that has a Tranche B
Term Loan Commitment or is the holder of a Tranche B Term Loan.

                  "Tranche B Term Loan Percentage": as to any Tranche B Term
Loan Lender at any time, the percentage which such Lender's Tranche B Term Loan
Commitment then constitutes of the aggregate Tranche B Term Loan Commitments
(or, at any time after the Closing Date, the percentage which the aggregate
principal amount of such Lender's Tranche B Term Loans then outstanding
constitutes of the aggregate principal amount of the Tranche B Term Loans then
outstanding).



<PAGE>
                                                                              25


                  "Transferee": as defined in Section 10.15.

                  "Type": as to any Loan, its nature as a Base Rate Loan or a
Eurodollar Loan.

                  "Wholly Owned Subsidiary": as to any Person, any other Person
all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other Wholly
Owned Subsidiaries.

                  "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor
that is a Wholly Owned Subsidiary of the Borrower.

                  1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents or any certificate or other
document made or delivered pursuant hereto or thereto.

                  (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to the Borrower and its Subsidiaries not defined in
Section 1.1 and accounting terms partly defined in Section 1.1, to the extent
not defined, shall have the respective meanings given to them under GAAP.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  (e) All calculations of financial ratios set forth in Section
7.1 and the calculation of the Consolidated Leverage Ratio for purposes of
determining the Applicable Margin shall be calculated to the same number of
decimal places as the relevant ratios are expressed in and shall be rounded
upward if the number in the decimal place immediately following the last
calculated decimal place is five or greater. For example, if the relevant ratio
is to be calculated to the hundredth decimal place and the calculation of the
ratio is 5.126, the ratio will be rounded up to 5.13.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1 Term Loan Commitments. (a) Subject to the terms and
conditions hereof, (i) the Tranche A Term Loan Lenders severally agree to make
term loans (each, a "Tranche A Term Loan") to the Borrower on the Closing Date
and (if the Tranche A Term Loan Commitment of such Lender is not drawn in full
on the Closing Date) in one additional borrowing on a Business Day during the
Tranche A Term Loan Commitment Period (the "Additional Tranche A Term Loan
Borrowing Date") in an aggregate amount for each Tranche A Term Loan Lender not
to exceed the amount of the Tranche A Term Loan Commitment of such Lender
(provided that in no event shall the aggregate amount of Tranche A Term Loans
made to the Borrower on the Additional Tranche A Term Loan Borrowing Date, if
any, exceed




<PAGE>
                                                                              26


$50,000,000), and (ii) the Tranche B Term Loan Lenders severally agree to make
term loans (each, a "Tranche B Term Loan") to the Borrower on the Closing Date
in an aggregate amount for each Tranche B Term Loan Lender not to exceed the
amount of the Tranche B Term Loan Commitment of such Lender.

                  (b) Subject to the terms and conditions hereof, the Delayed
Draw Term Loan Lenders severally agree to make term loans (each, a "Delayed Draw
Term Loan") to the Borrower in a single borrowing on a Business Day during the
Delayed Draw Term Loan Commitment Period (the "Delayed Draw Term Loan Borrowing
Date") in an amount for each Delayed Draw Term Loan Lender not to exceed the
amount of the Delayed Draw Term Loan Commitment of such Lender.

                  (c) Subject to the terms and conditions hereof, the Capital
Markets Term Loan Lenders severally agree to make term loans (each, a "Capital
Markets Term Loan") to the Borrower on the Closing Date in an amount for each
Capital Markets Term Loan Lender not to exceed the amount of the Capital Markets
Term Loan Commitment of such Lender.

                  (d) The Term Loans may from time to time be Eurodollar Loans
or Base Rate Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.2 and 2.11.

                  2.2 Procedure for Term Loan Borrowing. (a) The Borrower shall
deliver to the Administrative Agent a Borrowing Notice (which notice must be
received by the Administrative Agent prior to 11:00 A.M., Chicago time one
Business Day prior to the anticipated Closing Date) requesting that the Tranche
A Term Loan Lenders make Tranche A Term Loans, the Tranche B Term Loan Lenders
make Tranche B Term Loans and the Capital Markets Loan Lenders make Capital
Markets Term Loans, in each case on the Closing Date. The Term Loans made on the
Closing Date shall initially be Base Rate Loans, and no Term Loan may be
converted into or continued as a Eurodollar Loan having an Interest Period in
excess of one month prior to the Syndication Date. Upon receipt of such
Borrowing Notice the Administrative Agent shall promptly notify each Tranche A
Term Loan Lender, each Tranche B Term Loan Lender and each Capital Markets Term
Loan Lender thereof. Not later than 1:00 P.M., Chicago time, on the Closing Date
(i) each Tranche A Term Loan Lender shall make available to the Administrative
Agent at the Funding Office an amount in immediately available funds equal to
the Tranche A Term Loan to be made by such Lender on the Closing Date, (ii) each
Tranche B Term Loan Lender shall make available to the Administrative Agent at
the Funding Office an amount in immediately available funds equal to the Tranche
B Term Loan to be made by such Lender on the Closing Date and (iii) each Capital
Markets Term Loan Lender shall make available to the Administrative Agent at the
Funding Office an amount in immediately available funds equal to the Capital
Markets Term Loan to be made by such Lender. The Administrative Agent shall make
available to the Borrower the aggregate of the amounts made available to the
Administrative Agent by the Tranche A Term Loan Lenders, the Tranche B Term Loan
Lenders and the Capital Markets Term Loan Lenders in like funds as received by
the Administrative Agent.

                  (b) Subject to Section 2.1(a), the Borrower may borrow under
the Tranche A Term Loan Commitments on the Additional Tranche A Term Loan
Borrowing Date, provided



<PAGE>
                                                                              27


that the Borrower shall deliver to the Administrative Agent a Borrowing Notice
(which notice must be received by the Administrative Agent prior to 11:00 A.M.,
Chicago time, (a) three Business Days prior to the requested Additional Tranche
A Term Loan Borrowing Date, in the case of Eurodollar Loans, or (b) one Business
Day prior to the requested Additional Tranche A Term Loan Borrowing Date, in the
case of Base Rate Loans), requesting that the Tranche A Term Loan Lenders make
Tranche A Term Loans on the Additional Tranche A Term Loan Borrowing Date. Upon
receipt of such Borrowing Notice, the Administrative Agent shall promptly notify
each Tranche A Term Loan Lender thereof. Each Tranche A Term Loan Lender will
make the amount of its pro rata share of such borrowing of Tranche A Term Loans
available to the Administrative Agent for the account of the Borrower at the
Funding Office prior to 1:00 P.M., Chicago time, on the Additional Tranche A
Term Loan Borrowing Date in funds immediately available to the Administrative
Agent. The Administrative Agent shall make available to the Borrower the
aggregate of such amounts made available to the Administrative Agent by the
Tranche A Term Loan Lenders in like funds as received by the Administrative
Agent.

                  (c) The Borrower may borrow under the Delayed Draw Term Loan
Commitments on the Delayed Draw Term Loan Borrowing Date, provided that the
Borrower shall give the Administrative Agent a Borrowing Notice (which notice
must be received by the Administrative Agent prior to 11:00 A.M., Chicago time,
(a) three Business Days prior to the requested Borrowing Date, in the case of
Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date,
in the case of Base Rate Loans), requesting that the Delayed Draw Term Loan
Lenders make Delayed Draw Term Loans on the Delayed Draw Term Loan Borrowing
Date. Upon receipt of such Borrowing Notice, the Administrative Agent shall
promptly notify each Delayed Draw Term Loan Lender thereof. Each Delayed Draw
Term Loan Lender will make the amount of its pro rata share of the borrowing of
Delayed Draw Term Loans available to the Administrative Agent for the account of
the Borrower at the Funding Office prior to 1:00 P.M. Chicago time, on the
Delayed Draw Term Loan Borrowing Date in funds immediately available to the
Administrative Agent. The Administrative Agent shall make available to the
Borrower the aggregate of such amounts made available to the Administrative
Agent by the Delayed Draw Term Loan Lenders in like funds as received by the
Administrative Agent.

                  2.3 Repayment of Term Loans; Exchange of Capital Markets Term
Loans for Exchange Notes. (a) The Tranche A Term Loan of each Tranche A Term
Loan Lender shall mature in 20 consecutive quarterly installments, commencing on
March 31, 2002, each of which shall be in an amount equal to such Lender's
Tranche A Term Loan Percentage multiplied by the percentage set forth below
opposite such installment of the aggregate principal amount of Tranche A Term
Loans made on the Closing Date and on the Additional Tranche A Term Loan
Borrowing Date, if any:

<Table>
<Caption>
          Installment                       Percentage
          -----------                       ----------
<S>                                         <C>
          March 31, 2002                       3.75%
          June 30, 2002                        3.75
          September 30, 2002                   3.75
          December 31, 2002                    3.75
</Table>



<PAGE>
                                                                              28


<Table>
<Caption>
          Installment                       Percentage
          -----------                       ----------
<S>                                         <C>
          March 31, 2003                       5.00
          June 30, 2003                        5.00
          September 30, 2003                   5.00
          December 31, 2003                    5.00
          March 31, 2004                       5.00
          June 30, 2004                        5.00
          September 30, 2004                   5.00
          December 31, 2004                    5.00
          March 31, 2005                       5.00
          June 30, 2005                        5.00
          September 30, 2005                   5.00
          December 31, 2005                    5.00
          March 31, 2006                       6.25
          June 30, 2006                        6.25
          September 30, 2006                   6.25
          December 31, 2006                    6.25
</Table>

                  (b) The Delayed Draw Term Loan of each Term Loan Lender shall
mature in consecutive quarterly installments on the same dates as set forth
above in clause (a) for the Tranche A Term Loans, each of which installments
shall be in an amount equal to such Lender's Delayed Draw Term Loan Percentage
multiplied by the percentage set forth above in clause (a) opposite such
installment of the aggregate principal amount of the Delayed Draw Term Loans
made on the Delayed Draw Term Loan Borrowing Date; provided that, if the Delayed
Draw Term Loan Borrowing Date does not occur prior to the date an installment of
principal of such Loan is otherwise due and payable, such installment shall be
paid on the date the last installment of principal on such Loan is due and
payable, together with the payment of the installment scheduled to be paid on
such date.

                  (c) The Tranche B Term Loan of each Tranche B Term Loan Lender
shall mature in 24 consecutive quarterly installments, commencing on March 31,
2002, each of which shall be in an amount equal to such Lender's Tranche B Term
Loan Percentage multiplied by the percentage set forth below opposite such
installment of the aggregate principal amount of the Tranche B Term Loans made
on the Closing Date:

<Table>
<Caption>
          Installment                                Percentage
          -----------                                ----------

<S>                                                  <C>
          March 31, 2002                                0.25%
          June 30, 2002                                 0.25
          September 30, 2002                            0.25
          December 31, 2002                             0.25
          March 31, 2003                                0.25
          June 30, 2003                                 0.25
          September 30, 2003                            0.25
          December 31, 2003                             0.25
          March 31, 2004                                0.25
          June 30, 2004                                 0.25
          September 30, 2004                            0.25
          December 31, 2004                             0.25
</Table>



<PAGE>
                                                                              29


<Table>
<Caption>
          Installment                                Percentage
          -----------                                ----------

<S>                                                  <C>
          March 31, 2005                                0.25
          June 30, 2005                                 0.25
          September 30, 2005                            0.25
          December 31, 2005                             0.25
          March 31, 2006                                0.25
          June 30, 2006                                 0.25
          September 30, 2006                            0.25
          December 31, 2006                             0.25
          March 31, 2007                               23.75
          June 30, 2007                                23.75
          September 30, 2007                           23.75
          December 31, 2007                            23.75
</Table>

                  (d) The Capital Markets Term Loan of each Lender shall mature
on the 60th day after the Closing Date (the "Capital Markets Term Loan Maturity
Date"); provided that, if the Capital Markets Term Loans shall not have been
repaid in full on or before the Capital Markets Term Loan Maturity Date with (x)
the Net Cash Proceeds of the issuance of Take-Out Debt in accordance with
Section 2.10(b) and (y) to the extent such proceeds are sufficient to repay at
least 85%, but not all, of the outstanding principal amount of the Capital
Markets Term Loans, by payments with funds that are not required to be applied
to mandatory prepayments pursuant to Section 2.10, then on the Capital Markets
Term Loan Maturity Date the Borrower shall cause the Exchange Notes to be issued
in accordance with Section 2.3(e). The Capital Markets Term Loans shall be
deemed repaid, and no longer subject to the provisions of the Loan Documents,
upon the issuance of the Exchange Notes in accordance with Section 2.3(e).

                  (e) On or before the Capital Markets Term Loan Maturity Date,
if the Capital Markets Term Loans will not be repaid in full with the Net Cash
Proceeds of Take-Out Debt in accordance with Section 2.10(b) or other funds as
expressly permitted by clause (y) of Section 2.3(d), the Borrower will (i)
execute and deliver, and cause the trustee under the Exchange Note Indenture to
execute and deliver, the Exchange Note Indenture, substantially in the form of
Exhibit L and (ii) execute and deliver the Exchange Note Registration Rights
Agreement, substantially in the form of Exhibit M. On the Capital Markets Term
Loan Maturity Date, (i) the Arranger shall determine in good faith the yield to
maturity on such date of the Borrower's 9% Senior Subordinated Notes due 2008
(the "Reference Interest Rate") and shall advise the Borrower of the Reference
Interest Rate so determined and (ii) the Borrower shall (A) authorize and direct
the trustee under the Exchange Note Indenture to authenticate, and deliver to
the Administrative Agent for the account of the Capital Markets Term Loan
Lenders (or, with respect to any Capital Markets Term Loan Lender, any affiliate
of such Lender designated by it to the Administrative Agent), an aggregate
principal amount of Exchange Notes (in the form prescribed by the Exchange Note
Indenture) equal to the aggregate outstanding principal amount of the Capital
Markets Term Loans, bearing interest at a rate per annum equal to the Reference
Interest Rate plus 1.50%, (B) pay to the Administrative Agent for the account of
the Capital Markets Term Loan Lenders all accrued and unpaid interest in respect
of the Capital Markets Term Loans and (C) cause Fulbright & Jaworski L.L.P.,
counsel to the Borrower, and the Borrower's General Counsel to issue and deliver
to the Administrative Agent favorable legal opinions covering the matters set
forth in Exhibit N-1 and N-2, respectively.



<PAGE>
                                                                              30


                  2.4 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, the Revolving Credit Lenders severally agree to make
revolving credit loans ("Revolving Credit Loans") to the Borrower from time to
time during the Revolving Credit Commitment Period in an aggregate principal
amount at any one time outstanding for each Revolving Credit Lender which, when
added to such Lender's Revolving Credit Percentage of the L/C Obligations then
outstanding, does not exceed the amount of such Lender's Revolving Credit
Commitment. During the Revolving Credit Commitment Period the Borrower may use
the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Revolving Credit Loans may from time to time be
Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified
to the Administrative Agent in accordance with Sections 2.5 and 2.11, provided
that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day
that is one month prior to the Revolving Credit Termination Date.

                  (b) The Borrower shall repay all outstanding Revolving Credit
Loans on the Revolving Credit Termination Date.

                  2.5 Procedure for Revolving Credit Borrowing. The Borrower may
borrow under the Revolving Credit Commitments on any Business Day during the
Revolving Credit Commitment Period, provided that the Borrower shall deliver to
the Administrative Agent a Borrowing Notice (which Borrowing Notice must be
received by the Administrative Agent prior to 11:00 A.M., Chicago time, (a)
three Business Days prior to the requested Borrowing Date, in the case of
Eurodollar Loans, or (b) on the requested Borrowing Date, in the case of Base
Rate Loans). Any Revolving Credit Loans made on the Closing Date shall initially
be Base Rate Loans, and no Revolving Credit Loan may be made as, converted into
or continued as a Eurodollar Loan having an Interest Period in excess of one
month prior to the Syndication Date. Each borrowing of Revolving Credit Loans
under the Revolving Credit Commitments shall be in an amount equal to (x) in the
case of Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then
aggregate Available Revolving Credit Commitments are less than $1,000,000, such
lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Upon receipt of any such Borrowing
Notice from the Borrower, the Administrative Agent shall promptly notify each
Revolving Credit Lender thereof. Each Revolving Credit Lender will make its
Revolving Credit Percentage of the amount of each borrowing of Revolving Credit
Loans available to the Administrative Agent for the account of the Borrower at
the Funding Office prior to 1:00 P.M., Chicago time (in the case of a Borrowing
of Base Rate Loans in respect of which notice of such borrowing is given on such
Borrowing Date) or 11:00 A.M., Chicago time (in the case of any other
borrowing), on the Borrowing Date requested by the Borrower in funds immediately
available to the Administrative Agent. Such borrowing will then be made
available to the Borrower by the Administrative Agent in like funds as received
by the Administrative Agent.

                  2.6 Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of the appropriate Revolving Credit Lender or Term Loan Lender, as the
case may be, (i) the then unpaid principal amount of each Revolving Credit Loan
of such Revolving Credit Lender on the Revolving Credit Termination Date (or on
such earlier date on which the Loans become due and payable pursuant to Section
8) and (ii) the principal amount of each Term Loan of such Term Loan Lender in



<PAGE>
                                                                              31


installments according to the amortization schedule set forth in Section 2.3 (or
on such earlier date on which the Loans become due and payable pursuant to
Section 8). The Borrower hereby further agrees to pay interest on the unpaid
principal amount of the Loans from time to time outstanding from the date hereof
until payment in full thereof at the rates per annum, and on the dates, set
forth in Section 2.13.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the Borrower to such
Lender resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

                  (c) The Administrative Agent, on behalf of the Borrower, shall
maintain the Register pursuant to Section 10.6(d), and a subaccount therein for
each Lender, in which shall be recorded (i) the amount of each Loan made
hereunder and any Note evidencing such Loan, the Type of such Loan and each
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) both the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender's share thereof.

                  (d) The entries made in the Register and the accounts of each
Lender maintained pursuant to Section 2.6(b) shall, to the extent permitted by
applicable law, be prima facie evidence (in the absence of manifest error) of
the existence and amounts of the obligations of the Borrower therein recorded;
provided, however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not in
any manner affect the obligation of the Borrower to repay (with applicable
interest) the Loans made to the Borrower by such Lender in accordance with the
terms of this Agreement.

                  (e) The Borrower agrees that, upon the request to the
Administrative Agent by any Lender, the Borrower will promptly execute and
deliver to such Lender a promissory note of the Borrower evidencing any Term
Loans or Revolving Credit Loans, as the case may be, of such Lender,
substantially in the forms of Exhibit G-1 or G-2, respectively (a "Term Note" or
"Revolving Credit Note", respectively), with appropriate insertions as to date
and principal amount; provided, that delivery of Notes shall not be a condition
precedent to the occurrence of the Closing Date or the making of the Loans on
the Closing Date.

                  2.7 Commitment Fees, etc. (a) The Borrower agrees to pay to
the Administrative Agent for the account of each Revolving Credit Lender a
commitment fee for the period from and including the Closing Date to the last
day of the Revolving Credit Commitment Period, computed at the applicable
Commitment Fee Rate on the average daily amount of the Available Revolving
Credit Commitment of such Lender during the period for which payment is made,
payable quarterly in arrears on the first day of each April, July, October and
January and on the Revolving Credit Termination Date, commencing on the first of
such dates to occur after the date hereof.

                  (b) The Borrower agrees to pay to the Administrative Agent for
the account of each Tranche A Term Loan Lender a commitment fee for the period
from and including the Closing Date to the last day of the Tranche A Term Loan
Commitment Period, computed at the




<PAGE>
                                                                              32


applicable Commitment Fee Rate on the average daily amount of the undrawn
Tranche A Term Loan Commitment of such Lender during the period for which
payment is made, payable on the earlier of (i) the last day of the Tranche A
Term Loan Commitment Period and (ii) the day on which the Tranche A Term Loans
are fully drawn.

                  (c) The Borrower agrees to pay to the Administrative Agent for
the account of each Delayed Draw Term Loan Lender a commitment fee for the
period from and including the Closing Date to the last day of the Delayed Draw
Term Loan Commitment Period, computed at the applicable Commitment Fee Rate on
the average daily amount of the undrawn Delayed Draw Term Loan Commitment of
such Lender during the period for which payment is made, payable on the earlier
of (i) the last day of the Delayed Draw Term Loan Commitment Period and (ii) the
day on which the Delayed Draw Term Loans are fully drawn.

                  (d) The Borrower agrees to pay to the Syndication Agent the
fees in the amounts and on the dates previously agreed to in writing by the
Borrower and the Syndication Agent.

                  (e) The Borrower agrees to pay to the Administrative Agent the
fees in the amounts and on the dates from time to time agreed to in writing by
the Borrower and the Administrative Agent.

                  (f) The Borrower agrees to pay to the Arranger the fees in the
amounts and on the dates previously agreed to in writing by the Borrower and the
Arranger.

                  2.8 Termination or Reduction of Revolving Credit Commitments.
The Borrower shall have the right, upon not less than three Business Days'
notice to the Administrative Agent, to terminate any of the Commitments or, from
time to time, to reduce the aggregate amount of any of the Commitments; provided
that no such termination or reduction of Revolving Credit Commitments shall be
permitted if, after giving effect thereto and to any prepayments of the
Revolving Credit Loans made on the effective date thereof, the Total Revolving
Extensions of Credit would exceed the Total Revolving Credit Commitments. Any
such reduction shall be in an amount equal to $1,000,000, or a whole multiple
thereof, and shall reduce permanently the Revolving Credit Commitments then in
effect.

                  2.9 Optional Prepayments. The Borrower may (i) at any time and
from time to time prepay the Loans (other than the Capital Markets Term Loans),
in whole or in part and (ii) at any time on or after the date of the mandatory
prepayment required by Section 2.10(b) but on or before the Capital Market Term
Loan Maturity Date prepay the Capital Market Term Loans up to an amount and with
such funds as permitted by Section 2.3(d), in each case without premium or
penalty, upon irrevocable notice delivered to the Administrative Agent at least
three Business Days prior thereto in the case of Eurodollar Loans and at least
one Business Day prior thereto in the case of Base Rate Loans, which notice
shall specify the date and amount of such prepayment, whether such prepayment is
of Term Loans or Revolving Credit Loans, and whether such prepayment is of
Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is
prepaid on any day other than the last day of the Interest Period applicable
thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19.
Upon receipt of any such notice the Administrative Agent shall promptly notify
each relevant Lender thereof. If any such




<PAGE>
                                                                              33


notice is given, the amount specified in such notice shall be due and payable on
the date specified therein, together with (except in the case of Revolving
Credit Loans that are Base Rate Loans) accrued interest to such date on the
amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans
shall be in an aggregate principal amount of $1,000,000 or a whole multiple
thereof.

                  2.10 Mandatory Prepayments. (a) Unless the Required Prepayment
Lenders shall otherwise agree, if any Capital Stock shall be issued (other than
(x) Capital Stock issued as consideration for the acquisition by the Borrower or
its Subsidiaries of assets (including Capital Stock of another Person) or (y)
Capital Stock the proceeds of which are used within 30 days to finance the
acquisition by the Borrower and its Subsidiaries of assets (including Capital
Stock of another Person)), or Indebtedness incurred, by the Borrower or any of
its Subsidiaries (excluding any Indebtedness incurred in accordance with Section
7.2(a)-(f) and (h)-(j) as in effect on the date of this Agreement), then on the
date of such issuance or incurrence, the Loans (other than the Capital Markets
Term Loans) shall be prepaid, by an amount equal to the amount of the Net Cash
Proceeds of such issuance or incurrence, as set forth in Section 2.10(e). The
provisions of this Section do not constitute a consent to the issuance of any
equity securities by any entity whose equity securities are pledged pursuant to
the Guarantee and Collateral Agreement, or a consent to the incurrence of any
Indebtedness by the Borrower or any of its Subsidiaries not permitted by Section
7.2, or a consent to any Investment not permitted by Section 7.7.

                  (b) If the Borrower issues the Take-Out Debt, then on the date
of such issuance, the Capital Markets Term Loans (and, to the extent the amount
of the Net Cash Proceeds of such issuance exceeds the amount of the outstanding
Capital Markets Term Loans, the other Loans) shall be prepaid by an amount equal
to the amount of the Net Cash Proceeds of such issuance, as set forth in Section
2.16(b).

                  (c) Unless the Required Prepayment Lenders shall otherwise
agree, if on any date the Borrower or any of its Subsidiaries shall receive Net
Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then,
unless a Reinvestment Notice shall be delivered in respect thereof promptly, but
in no event later than five days from the date of receipt by the Borrower of
such Net Cash Proceeds (provided that in the case of an Asset Sale which yields
gross proceeds less than $1,000,000, any Reinvestment Notice may be delivered at
any time within 90 days after the date of receipt by the Borrower of such Net
Cash Proceeds), the Loans (other than the Capital Markets Term Loans) shall be
prepaid by an amount equal to the amount of such Net Cash Proceeds, as set forth
in Section 2.10(e); provided, on each Reinvestment Prepayment Date the Loans
(other than the Capital Markets Term Loans) shall be prepaid by an amount equal
to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment
Event, as set forth in Section 2.10(e). The provisions of this Section do not
constitute a consent to the consummation of any Disposition not permitted by
Section 7.5.

                  (d) Unless the Required Prepayment Lenders shall otherwise
agree, if, for any fiscal year of the Borrower commencing with the fiscal year
ending December 31, 2002, there shall be Excess Cash Flow, then, on the relevant
Excess Cash Flow Application Date, the Loans shall be prepaid by an amount equal
to the Excess Cash Flow Percentage of such Excess Cash Flow, as set forth in
Section 2.10(e). Each such prepayment shall be made on a date (an "Excess Cash
Flow Application Date") no later than five days after the earlier of (i) the
date on which the





<PAGE>
                                                                              34


financial statements of the Borrower referred to in Section 6.1(a), for the
fiscal year with respect to which such prepayment is made, are required to be
delivered to the Lenders and (ii) the date such financial statements are
actually delivered.

                  (e) Amounts to be applied in connection with prepayments made
pursuant to this Section shall be applied, first, to the prepayment of the Term
Loans and, second, to the prepayment of the Revolving Credit Loans (such
prepayment of Revolving Credit Loans not being accompanied by an automatic
reduction of the Revolving Credit Commitments).

                  2.11 Conversion and Continuation Options. (a) The Borrower may
elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving
the Administrative Agent at least one Business Day prior irrevocable notice of
such election, provided that any such conversion of Eurodollar Loans may be made
only on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert Base Rate Loans to Eurodollar Loans by
giving the Administrative Agent at least three Business Days' prior irrevocable
notice of such election (which notice shall specify the length of the initial
Interest Period therefor), provided that no Base Rate Loan under a particular
Facility may be converted into a Eurodollar Loan (i) when any Event of Default
has occurred and is continuing and the Administrative Agent has, or the Majority
Facility Lenders in respect of such Facility have, determined in its or their
sole discretion not to permit such conversions or (ii) after the date that is
one month prior to the final scheduled termination or maturity date of such
Facility. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof.

                  (b) The Borrower may elect to continue any Eurodollar Loan as
such upon the expiration of the then current Interest Period with respect
thereto by giving irrevocable notice to the Administrative Agent, in accordance
with the applicable provisions of the term "Interest Period" set forth in
Section 1.1, of the length of the next Interest Period to be applicable to such
Loans, provided that no Eurodollar Loan under a particular Facility may be
continued as such (i) when any Event of Default has occurred and is continuing
and the Administrative Agent has, or the Majority Facility Lenders in respect of
such Facility have, determined in its or their sole discretion not to permit
such continuations or (ii) after the date that is one month prior to the final
scheduled termination or maturity date of such Facility, and provided, further,
that if the Borrower shall fail to give any required notice as described above
in this paragraph or if such continuation is not permitted pursuant to the
preceding proviso, such Loans shall be converted automatically to Base Rate
Loans on the last day of such then expiring Interest Period. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.

                  2.12 Minimum Amounts and Maximum Number of Eurodollar
Tranches. Notwithstanding anything to the contrary in this Agreement, all
borrowings, conversions, continuations and optional prepayments of Eurodollar
Loans and all selections of Interest Periods shall be in such amounts and be
made pursuant to such elections so that, (a) after giving effect thereto, the
aggregate principal amount of the Eurodollar Loans comprising each Eurodollar
Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess
thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any
one time.



<PAGE>
                                                                              35


                  2.13 Interest Rates and Payment Dates. (a) Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin in effect for such day.

                  (b) Each Base Rate Loan shall bear interest for each day on
which it is outstanding at a rate per annum equal to the Base Rate in effect for
such day plus the Applicable Margin in effect for such day.

                  (c) (i) If all or a portion of the principal amount of any
Loan or Reimbursement Obligation shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum that is equal to (x) in the case of the Loans, the
rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section plus 2% or (y) in the case of Reimbursement
Obligations, the rate applicable to Base Rate Loans under the Revolving Credit
Facility plus 2%, and (ii) if all or a portion of any interest payable on any
Loan or Reimbursement Obligation or any commitment fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum equal to the rate then applicable to Base Rate Loans under the
relevant Facility plus 2% (or, in the case of any such other amounts that do not
relate to a particular Facility, the rate then applicable to Base Rate Loans
under the Revolving Credit Facility plus 2%), in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until such amount
is paid in full (after as well as before judgment).

                  (d) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
Section shall be payable from time to time on demand.

                  2.14 Computation of Interest and Fees. (a) Interest, fees and
commissions payable pursuant hereto shall be calculated on the basis of a
360-day year for the actual days elapsed, except that, with respect to Base Rate
Loans on which interest is calculated on the basis of the Prime Rate, the
interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Borrower and the relevant Lenders of
each determination of a Eurodollar Rate. Any change in the interest rate on a
Loan resulting from a change in the Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of the effective date
and the amount of each such change in interest rate.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error. The Administrative Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to Section
2.13(a).

                  2.15 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:



<PAGE>
                                                                              36


                  (a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate for such Interest Period, or

                  (b) the Administrative Agent shall have received notice from
the Majority Facility Lenders in respect of the relevant Facility that the
Eurodollar Rate determined or to be determined for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (as conclusively
certified by such Lenders) of making or maintaining their affected Loans during
such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as Base Rate
Loans, (y) any Loans under the relevant Facility that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the
relevant Facility shall be converted, on the last day of the then current
Interest Period with respect thereto, to Base Rate Loans. Until such notice has
been withdrawn by the Administrative Agent, no further Eurodollar Loans under
the relevant Facility shall be made or continued as such, nor shall the Borrower
have the right to convert Loans under the relevant Facility to Eurodollar Loans.

                  2.16 Pro Rata Treatment and Payments. (a) Each borrowing by
the Borrower from the Lenders hereunder, each payment by the Borrower on account
of any commitment fee or Letter of Credit fee, and any reduction of the
Commitments of the Lenders, shall be made pro rata according to the respective
Tranche A Term Loan Percentages, Delayed Draw Term Loan Percentages, Tranche B
Term Loan Percentages, Capital Markets Term Loan Percentages or Revolving Credit
Percentages, as the case may be, of the relevant Lenders. Each payment (other
than prepayments) in respect of principal or interest in respect of the Term
Loans and each payment in respect of fees payable hereunder shall be applied to
the amounts of such obligations owing to the Lenders pro rata according to the
respective amounts then due and owing to the Lenders.

                  (b) Subject to Section 2.16(d), each mandatory prepayment
required by Section 2.10 (other than Section 2.10(b)) to be applied to Term
Loans shall be allocated among the Term Loan Facilities (other than the Capital
Markets Term Loan Facility) pro rata according to the respective outstanding
principal amounts of Term Loans under such Facilities. The mandatory prepayment
required by Section 2.10(b) shall be applied, first, to the prepayment of the
Capital Markets Term Loans and, second, as set forth in the immediately
preceding sentence. Each optional prepayment in respect of the Term Loans shall
be allocated among the Term Loan Facilities (other than the Capital Markets Term
Loan Facility) pro rata according to the respective outstanding principal
amounts of Term Loans under such Facilities. Each payment (including each
prepayment) of the Term Loans outstanding under any Term Loan Facility shall be
allocated among the Term Loan Lenders holding such Term Loans pro rata based on
the principal amount of such Term Loans held by such Term Loan Lenders, and
shall be applied to the installments of such Term Loans pro rata based on the
remaining outstanding principal




<PAGE>
                                                                              37


amount of such installments. Amounts prepaid on account of the Term Loans may
not be reborrowed.

                  (c) Each payment (including each prepayment) by the Borrower
on account of principal of and interest on the Revolving Credit Loans shall be
made pro rata according to the respective outstanding principal amounts of the
Revolving Credit Loans then held by the Revolving Credit Lenders. Each payment
in respect of Reimbursement Obligations in respect of any Letter of Credit shall
be made to the Issuing Lender that issued such Letters of Credit.

                  (d) Notwithstanding anything to the contrary in Sections 2.9,
2.10 or 2.16(b), so long as any Tranche A Term Loans or Delayed Draw Term Loans
are outstanding, each Tranche B Term Loan Lender may, at its option, decline up
to 100% of the portion of any optional prepayment or mandatory payment
applicable to the Tranche B Term Loans of such Lender; accordingly, with respect
to the amount of any optional prepayment described in Section 2.9 or mandatory
prepayment described in Section 2.10 that is allocated to Tranche B Term Loans
(such amounts, respectively, the "Optional Prepayment Amount" and the "Mandatory
Prepayment Amount"), at any time when Tranche A Term Loans or Delayed Draw Term
Loans remain outstanding, the Borrower will:

                  (i) in the case of any optional prepayment of the Tranche B
                  Term Loans which the Borrower wishes to make, not later than
                  10 Business Days prior to the date on which the Borrower
                  wishes to make such optional prepayment, give the
                  Administrative Agent telephonic notice (promptly confirmed in
                  writing) requesting that the Administrative Agent prepare and
                  provide to each Tranche B Term Loan Lender a notice (each, a
                  "Prepayment Option Notice") as described below; and

                  (ii) in the case of any mandatory prepayment required to be
                  made pursuant to Section 2.10, on the date specified in
                  Section 2.10 for such prepayment, (A) give the Administrative
                  Agent telephonic notice (promptly confirmed in writing)
                  requesting that the Administrative Agent prepare and provide
                  to each Tranche B Term Loan Lender a Prepayment Option Notice
                  as described below and (B) deposit with the Administrative
                  Agent the Mandatory Prepayment Amount.

                  As promptly as practicable after receiving such notice from
the Borrower, the Administrative Agent will send to each Tranche B Term Loan
Lender a Prepayment Option Notice, which shall be substantially in the form of
Exhibit H, and shall include an offer by the Borrower to prepay on the
Prepayment Date the Tranche B Term Loans of such Lender by an amount equal to
the portion of the Optional Prepayment Amount or Mandatory Prepayment Amount, as
the case may be, indicated in such Lender's Prepayment Option Notice as being
applicable to such Lender's Tranche B Term Loans. The "Prepayment Date" in
respect of any Prepayment Option Notice shall be the date which is (i) in the
case of a Prepayment Option Notice relating to an optional prepayment, the later
of (A) five Business Days after the date of such Prepayment Option Notice and
(B) the date on which the Borrower has advised the Administrative Agent that it
wishes to make such optional prepayment and (ii) in the case of a Prepayment
Option Notice relating to a mandatory prepayment, the date which is five
Business Days after the date of such Prepayment Option Notice.


<PAGE>
                                                                              38


                  On the Prepayment Date:

                           (i) in the case of any optional prepayment, the
         Borrower shall pay to the Administrative Agent the Optional Prepayment
         Amount, and the Administrative Agent shall (A) apply the Optional
         Prepayment toward prepayment of the outstanding Tranche B Term Loans in
         respect of which Lenders have accepted optional prepayment as described
         above and (B) apply the remaining portion of the Optional Prepayment
         Amount not accepted by the Tranche B Term Loan Lenders toward
         prepayment of the Tranche A Term Loans and Delayed Draw Term Loans pro
         rata according to the respective outstanding principal amounts of Term
         Loans under such Facilities; and

                           (ii) in the case of any mandatory prepayment, the
         Administrative Agent shall (A) apply the Mandatory Prepayment Amount
         toward prepayment of the outstanding Tranche B Term Loans in respect of
         which Lenders have accepted mandatory prepayment as described above and
         (B) apply the remaining portion of the Mandatory Prepayment Amount not
         accepted by the Tranche B Term Loan Lenders toward prepayment of the
         Tranche A Term Loans and Delayed Draw Term Loans pro rata according to
         the respective outstanding principal amounts of Term Loans under such
         Facilities.

                  (e) The application of any payment of Loans under any Facility
(including optional and mandatory prepayments) shall be made, first, to Base
Rate Loans under such Facility and, second, to Eurodollar Loans under such
Facility. Each payment of the Loans (except in the case of Revolving Credit
Loans that are Base Rate Loans) shall be accompanied by accrued interest to the
date of such payment on the amount paid.

                  (f) All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior
to 1:00 P.M., Chicago time, on the due date thereof to the Administrative Agent,
for the account of the relevant Lenders, at the Payment Office, in Dollars and
in immediately available funds. The Administrative Agent shall distribute such
payments to the Lenders promptly upon receipt in like funds as received. If any
payment hereunder (other than payments on the Eurodollar Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day. If any payment on a Eurodollar Loan becomes
due and payable on a day other than a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day. In
the case of any extension of any payment of principal pursuant to the preceding
two sentences, interest thereon shall be payable at the then applicable rate
during such extension.

                  (g) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the




<PAGE>
                                                                              39


required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the daily average Federal Funds Effective Rate for the period until
such Lender makes such amount immediately available to the Administrative Agent.
A certificate of the Administrative Agent submitted to any Lender with respect
to any amounts owing under this paragraph shall be conclusive in the absence of
manifest error. If such Lender's share of such borrowing is not made available
to the Administrative Agent by such Lender within three Business Days after such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to Base Rate Loans
under the relevant Facility, on demand, from the Borrower.

                  (h) Unless the Administrative Agent shall have been notified
in writing by the Borrower prior to the date of any payment due to be made by
the Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be required
to, in reliance upon such assumption, make available to the Lenders their
respective pro rata shares of a corresponding amount. If such payment is not
made to the Administrative Agent by the Borrower within three Business Days
after such due date, the Administrative Agent shall be entitled to recover, on
demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per
annum equal to the daily average Federal Funds Effective Rate. Nothing herein
shall be deemed to limit the rights of the Administrative Agent or any Lender
against the Borrower.

                  2.17 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                  (i) shall subject any Lender to any tax of any kind whatsoever
                  with respect to this Agreement, any Letter of Credit, any
                  Application or any Eurodollar Loan made by it, or change the
                  basis of taxation of payments to such Lender in respect
                  thereof (except for Non-Excluded Taxes covered by Section 2.18
                  and changes in the rate of tax on the overall net income of
                  such Lender);

                  (ii) shall impose, modify or hold applicable any reserve,
                  special deposit, compulsory loan or similar requirement
                  against assets held by, deposits or other liabilities in or
                  for the account of, advances, loans or other extensions of
                  credit by, or any other acquisition of funds by, any office of
                  such Lender that is not otherwise included in the
                  determination of the Eurodollar Rate hereunder; or

                  (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay





<PAGE>
                                                                              40


such Lender, upon its demand, any additional amounts necessary to compensate
such Lender for such increased cost or reduced amount receivable. If any Lender
becomes entitled to claim any additional amounts pursuant to this Section, it
shall promptly notify the Borrower (with a copy to the Administrative Agent) of
the event by reason of which it has become so entitled.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such corporation
for such reduction.

                  (c) A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender to the Borrower (with a copy to
the Administrative Agent) shall be conclusive in the absence of manifest error.
The obligations of the Borrower pursuant to this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

                  2.18 Taxes. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on any Agent or any Lender as a result of a present or
former connection between such Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
such Agent's or such Lender's having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
other Loan Document). If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("Non-Excluded Taxes") or any Other
Taxes are required to be withheld from any amounts payable to any Agent or any
Lender hereunder, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement; provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
such Lender becomes a party to this Agreement, except to the extent that such
Lender's




<PAGE>
                                                                              41


assignor (if any) was entitled, at the time of assignment, to receive additional
amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to
this paragraph (a).

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) Whenever any Non-Excluded Taxes or Other Taxes are payable
by the Borrower, as promptly as possible thereafter the Borrower shall send to
the Administrative Agent for the account of the relevant Agent or Lender, as the
case may be, a certified copy of an original official receipt received by the
Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded
Taxes or Other Taxes when due to the appropriate taxing authority or fails to
remit to the Administrative Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Agents and the Lenders
for any incremental taxes, interest or penalties that may become payable by any
Agent or any Lender as a result of any such failure. The agreements in this
Section shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.

                  (d) Each Lender (or Transferee) that is not a citizen or
resident of the United States of America, a corporation, partnership or other
entity created or organized in or under the laws of the United States of America
(or any jurisdiction thereof), or any estate or trust that is subject to federal
income taxation regardless of the source of its income (a "Non-U.S. Lender")
shall deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest" a statement substantially in the form of
Exhibit I and a Form W-8BEN, or any subsequent versions thereof or successors
thereto properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

                  (e) A Lender that is entitled to an exemption from or
reduction of non-U.S. withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate, provided that such
Lender is legally entitled to complete,




<PAGE>
                                                                              42


execute and deliver such documentation and in such Lender's reasonable judgment
such completion, execution or submission would not materially prejudice the
legal position of such Lender.

                  2.19 Indemnity. The Borrower agrees to indemnify each Lender
for, and to hold each Lender harmless from, any loss or expense that such Lender
may sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans after the
Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any
prepayment after the Borrower has given a notice thereof in accordance with the
provisions of this Agreement or (c) the making of a prepayment or conversion of
Eurodollar Loans on a day that is not the last day of an Interest Period with
respect thereto. Such indemnification may include an amount equal to the excess,
if any, of (i) the amount of interest that would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to the
last day of such Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included therein,
if any) over (ii) the amount of interest (as reasonably determined by such
Lender) that would have accrued to such Lender on such amount by placing such
amount on deposit for a comparable period with leading banks in the interbank
Eurodollar market. A certificate as to any amounts payable pursuant to this
Section submitted to the Borrower by any Lender shall be conclusive in the
absence of manifest error. This covenant shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

                  2.20 Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
forthwith be canceled and (b) such Lender's Loans then outstanding as Eurodollar
Loans, if any, shall be converted automatically to Base Rate Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law. If any such conversion
of a Eurodollar Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower shall pay to such
Lender such amounts, if any, as may be required pursuant to Section 2.19.

                  2.21 Change of Lending Office. Each Lender agrees that, upon
the occurrence of any event giving rise to the operation of Section 2.17,
2.18(a) or 2.20 with respect to such Lender, it will, if requested by the
Borrower, use reasonable efforts (subject to overall policy considerations of
such Lender) to designate another lending office for any Loans affected by such
event with the object of avoiding the consequences of such event; provided, that
such designation is made on terms that, in the sole judgment of such Lender,
cause such Lender and its lending office(s) to suffer no economic, legal or
regulatory disadvantage, and provided, further, that nothing in this Section
shall affect or postpone any of the obligations of any Borrower or the rights of
any Lender pursuant to Section 2.17, 2.18(a) or 2.20.


<PAGE>
                                                                              43


                          SECTION 3. LETTERS OF CREDIT

                  3.1 L/C Commitment. (a) Prior to the Closing Date, the
Existing Issuing Lender has issued the Existing Letters of Credit which, from
and after the Closing Date, shall constitute Letters of Credit hereunder.
Subject to the terms and conditions hereof, each Issuing Lender, in reliance on
the agreements of the other Revolving Credit Lenders set forth in Section
3.4(a), agrees to issue letters of credit (the letters of credit issued on and
after the Closing Date pursuant to this Section 3, together with the Existing
Letters of Credit, collectively, the "Letters of Credit") for the account of the
Borrower on any Business Day during the Revolving Credit Commitment Period in
such form as may be approved from time to time by such Issuing Lender; provided,
that no Issuing Lender shall have any obligation to issue any Letter of Credit
if, after giving effect to such issuance, (i) the L/C Obligations would exceed
the L/C Commitment or (ii) the aggregate amount of the Available Revolving
Credit Commitments would be less than zero. Each Letter of Credit shall (i) be
denominated in Dollars and (ii) expire no later than the earlier of (x) the
first anniversary of its date of issuance and (y) the date which is five
Business Days prior to the Revolving Credit Termination Date (unless in the case
of this clause (y), the Borrower fully cash collateralizes such Letter of Credit
in a manner satisfactory to such Issuing Lender and the Administrative Agent, in
which case the expiration date of such Letter of Credit shall be no later than
364 days after the Revolving Credit Termination Date); provided that any Letter
of Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date
referred to in clause (y) above).

                  (b) No Issuing Lender shall at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
such Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

                  3.2 Procedure for Issuance of Letter of Credit. The Borrower
may from time to time request that an Issuing Lender issue a Letter of Credit by
delivering to such Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of such Issuing Lender, and
such other certificates, documents and other papers and information as such
Issuing Lender may request. Upon receipt of any Application, an Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby by issuing the original of such Letter of Credit to the beneficiary
thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower
(but in no event shall any Issuing Lender be required to issue any Letter of
Credit earlier than one Business Day after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto). Promptly after issuance by an Issuing Lender of a
Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of
Credit to the Borrower. Each Issuing Lender shall promptly give notice to the
Administrative Agent of the issuance of each Letter of Credit issued by such
Issuing Lender (including the amount thereof).

                  3.3 Fees and Other Charges. (a) The Borrower will pay a fee on
the aggregate drawable amount of all outstanding Letters of Credit at a per
annum rate equal to the Applicable Margin then in effect with respect to
Eurodollar Loans under the Revolving Credit Facility (less the percentage per
annum at which the Fronting Fee is paid in respect of such







<PAGE>
                                                                              44


Letter of Credit), shared ratably among the Revolving Credit Lenders in
accordance with their respective Revolving Credit Percentages and payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date. In
addition, the Borrower shall pay to the relevant Issuing Lender for its own
account a fronting fee (the "Fronting Fee") on the aggregate drawable amount of
all outstanding Letters of Credit issued by it calculated at a rate per annum
equal to 0.25%, payable quarterly in arrears on each L/C Fee Payment Date after
the Issuance Date.

                  (b) In addition to the foregoing fees, the Borrower shall pay
or reimburse each Issuing Lender for such normal and customary costs and
expenses as are incurred or charged by such Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

                  3.4 L/C Participations. (a) Each Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce each
Issuing Lender to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from
each Issuing Lender, on the terms and conditions hereinafter stated, for such
L/C Participant's own account and risk, an undivided interest equal to such L/C
Participant's Revolving Credit Percentage in each Issuing Lender's obligations
and rights under each Letter of Credit issued by such Issuing Lender hereunder
and the amount of each draft paid by such Issuing Lender thereunder. Each L/C
Participant unconditionally and irrevocably agrees with each Issuing Lender
that, if a draft is paid under any Letter of Credit issued by such Issuing
Lender for which such Issuing Lender is not reimbursed in full by the Borrower
in accordance with the terms of this Agreement, such L/C Participant shall pay
to such Issuing Lender upon demand at such Issuing Lender's address for notices
specified herein an amount equal to such L/C Participant's Revolving Credit
Percentage of the amount of such draft, or any part thereof, that is not so
reimbursed.

                  (b) If any amount required to be paid by any L/C Participant
to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed
portion of any payment made by such Issuing Lender under any Letter of Credit is
paid to such Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to such Issuing Lender on demand
an amount equal to the product of (i) such amount, times (ii) the daily average
Federal Funds Effective Rate during the period from and including the date such
payment is required to the date on which such payment is immediately available
to such Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
Section 3.4(a) is not made available to such Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, such
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Base Rate Loans under the Revolving Credit
Facility. A certificate of such Issuing Lender submitted to any L/C Participant
with respect to any such amounts owing under this Section shall be conclusive in
the absence of manifest error.

                  (c) Whenever, at any time after an Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with Section 3.4(a), such Issuing
Lender receives any payment related to such




<PAGE>
                                                                              45


Letter of Credit (whether directly from the Borrower or otherwise, including
proceeds of collateral applied thereto by such Issuing Lender), or any payment
of interest on account thereof, such Issuing Lender will distribute to such L/C
Participant its pro rata share thereof; provided, however, that in the event
that any such payment received by such Issuing Lender shall be required to be
returned by such Issuing Lender, such L/C Participant shall return to such
Issuing Lender the portion thereof previously distributed by such Issuing Lender
to it.

                  3.5 Reimbursement Obligation of the Borrower. The Borrower
agrees to reimburse each Issuing Lender, on each date on which such Issuing
Lender notifies the Borrower of the date and amount of a draft presented under
any Letter of Credit and paid by such Issuing Lender, for the amount of (a) such
draft so paid and (b) any taxes, fees, charges or other costs or expenses
incurred by such Issuing Lender in connection with such payment (the amounts
described in the foregoing clauses (a) and (b) in respect of any drawing,
collectively, the "Payment Amount"). Each such payment shall be made to such
Issuing Lender at its address for notices specified herein in lawful money of
the United States of America and in immediately available funds. Interest shall
be payable on each Payment Amount from the date of the applicable drawing until
payment in full at the rate set forth in (i) until the second Business Day
following the date of the applicable drawing, Section 2.15(b) and (ii)
thereafter, Section 2.15(c). Each drawing under any Letter of Credit shall
(unless an event of the type described in clause (i) or (ii) of Section 8(f)
shall have occurred and be continuing with respect to the Borrower, in which
case the procedures specified in Section 3.4 for funding by L/C Participants
shall apply) constitute a request by the Borrower to the Administrative Agent
for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such
drawing. The Borrowing Date with respect to such borrowing shall be the first
date on which a borrowing of Revolving Credit Loans could be made, pursuant to
Section 2.5, if the Administrative Agent had received a notice of such borrowing
at the time the Administrative Agent receives notice from the relevant Issuing
Lender of such drawing under such Letter of Credit.

                  3.6 Obligations Absolute. The Borrower's obligations under
this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
that the Borrower may have or have had against any Issuing Lender, any
beneficiary of a Letter of Credit or any other Person. The Borrower also agrees
with each Issuing Lender that such Issuing Lender shall not be responsible for,
and the Borrower's Reimbursement Obligations under Section 3.5 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee. No Issuing
Lender shall be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
such Issuing Lender. The Borrower agrees that any action taken or omitted by an
Issuing Lender under or in connection with any Letter of Credit issued by it or
the related drafts or documents, if done in the absence of gross negligence or
willful misconduct and in accordance with the standards or care specified in




<PAGE>
                                                                              46


the Uniform Commercial Code of the State of New York, shall be binding on the
Borrower and shall not result in any liability of such Issuing Lender to the
Borrower.

                  3.7 Letter of Credit Payments. If any draft shall be presented
for payment under any Letter of Credit, the relevant Issuing Lender shall
promptly notify the Borrower of the date and amount thereof. The responsibility
of the relevant Issuing Lender to the Borrower in connection with any draft
presented for payment under any Letter of Credit, in addition to any payment
obligation expressly provided for in such Letter of Credit issued by such
Issuing Lender, shall be limited to determining that the documents (including
each draft) delivered under such Letter of Credit in connection with such
presentment appear on their face to be in conformity with such Letter of Credit.

                  3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                    SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the Agents and the Lenders to enter into this
Agreement and to make the Loans and issue or participate in the Letters of
Credit, the Borrower hereby represents and warrants to each Agent and each
Lender that:

                  4.1 Financial Condition. (a) The estimated consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at June 30,
2001 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of
which have heretofore been furnished to each Lender, has been prepared giving
effect (as if such events had occurred on such date) to (i) the consummation of
the Acquisitions, (ii) the Loans to be made hereunder and the use of proceeds
thereof and (iii) the payment of fees and expenses in connection with the
foregoing. The Pro Forma Balance Sheet has been prepared based on the best
information available to the Borrower as of the date of delivery thereof, and
constitutes a reasonable estimate on a pro forma basis of the financial position
of Borrower and its consolidated Subsidiaries as at June 30, 2001, assuming that
the events specified in the preceding sentence had actually occurred at such
date.

                  (b) The audited consolidated balance sheets of the Borrower
and its consolidated Subsidiaries as at December 31, 2000 and December 31, 1999,
and the related consolidated statements of income and of cash flows for the
fiscal years ended on such dates, reported on by and accompanied by an
unqualified report from Deloitte & Touche LLP, present fairly the consolidated
financial condition of the Borrower and its consolidated Subsidiaries as at such
dates, and the consolidated results of its operations and its consolidated cash
flows for the respective fiscal years then ended. The unaudited consolidated
balance sheet of the Borrower (and its consolidated Subsidiaries) as at June 30,
2001, and the related unaudited consolidated statements of income and cash flows
for the six-month period ended on such date, present fairly the consolidated
financial condition of the Borrower and its consolidated Subsidiaries as at such
date, and the consolidated results of its operations and its consolidated cash
flows for the six-month period then ended (subject to normal year-end audit
adjustments). All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved. The Borrower and its




<PAGE>
                                                                              47


Subsidiaries do not have any material Guarantee Obligations, contingent
liabilities and liabilities for taxes, or any long-term leases or unusual
forward or long-term commitments, including, without limitation, any interest
rate or foreign currency swap or exchange transaction or other obligation in
respect of derivatives, that are not reflected in the most recent financial
statements referred to in this paragraph. During the period from December 31,
2000 to and including the date hereof there has been no Disposition by the
Borrower and its consolidated Subsidiaries of any material part of its business
or Property.

                  (c) To the best of the Borrower's knowledge, the audited
balance sheets of the Acquired Assets as at December 31, 2000, and December 31,
1999, and the related consolidated statements of income and of cash flows for
the fiscal years ended on such dates, will, when delivered to the Administrative
Agent pursuant to Section 6.1(c), present fairly the consolidated financial
condition of the Acquired Assets as at such dates, and the consolidated results
of its operations and its consolidated cash flows for the respective fiscal
years then ended. The unaudited consolidated balance sheet of the Acquired
Assets as at June 30, 2001, and the related unaudited consolidated statements of
income and cash flows for the six-month period ended on such date, will, when
delivered to the Administrative Agent pursuant to Section 6.1(c), present fairly
the consolidated financial condition of the Acquired Assets as at such date, and
the consolidated results of its operations and its consolidated cash flows for
the six-month period then ended (subject to normal year-end audit adjustments).
All such financial statements, including the related schedules and notes
thereto, will be prepared in accordance with GAAP applied consistently
throughout the periods involved (except as disclosed therein).

                  4.2 No Change. Since December 31, 2000, there has been no
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.

                  4.3 Corporate Existence; Compliance with Law. Each of the
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate power and authority, and the legal right, to own and operate its
Property, to lease the Property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation 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, except where the failure to be so qualified and in
good standing could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect and (d) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                  4.4 Corporate Power; Authorization; Enforceable Obligations.
Each Loan Party has the corporate power and authority, and the legal right, to
make, deliver and perform the Loan Documents to which it is a party and, in the
case of the Borrower, to borrow hereunder and to consummate the Acquisitions.
Each Loan Party has taken all necessary corporate action to authorize the
execution, delivery and performance of the Loan Documents to which it is a party
and, in the case of the Borrower, to authorize the borrowings on the terms and
conditions of this Agreement. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the Acquisitions, the borrowings
hereunder or the execution, delivery, performance, validity or enforceability of



<PAGE>
                                                                              48


this Agreement or any of the other Loan Documents, except (i) consents,
authorizations, filings and notices described in Schedule 4.4, which consents,
authorizations, filings and notices have been obtained or made and are in full
force and effect (except as set forth on Schedule 4.4) and (ii) the filings
referred to in Section 4.19. Each Loan Document has been duly executed and
delivered on behalf of each Loan Party that is a party thereto. This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of each Loan Party that is a party thereto,
enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

                  4.5 No Legal Bar. The execution, delivery and performance of
this Agreement and the other Loan Documents, the issuance of Letters of Credit,
the borrowings hereunder and the use of the proceeds thereof and the
consummation of the Acquisitions will not violate any Requirement of Law
applicable to, or any material Contractual Obligation of, the Borrower or any of
its Subsidiaries and will not result in, or require, the creation or imposition
of any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation (other than the Liens
created by the Security Documents). No Requirement of Law or Contractual
Obligation applicable to the Borrower or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

                  4.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Borrower, threatened by or against the Borrower or any
of its Subsidiaries or against any of their respective properties or revenues
(a) with respect to any of the Loan Documents or any of the transactions
contemplated hereby or thereby, or (b) that could reasonably be expected to have
a Material Adverse Effect.

                  4.7 No Default. Neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect that could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

                  4.8 Ownership of Property; Liens. Each of the Borrower and its
Subsidiaries has indefeasible title to, or a valid leasehold interest in, all of
its material real property, and good title to, or a valid leasehold interest in,
all of its other material Property, and none of such Property is subject to any
Lien except as permitted by Section 7.3.

                  4.9 Intellectual Property. The Borrower and each of its
Subsidiaries owns, or is licensed to use, all Intellectual Property necessary
for the conduct of its business as currently conducted. No material claim has
been asserted and is pending by any Person challenging or questioning the use of
any Intellectual Property or the validity or effectiveness of any Intellectual
Property, nor does the Borrower know of any valid basis for any such claim. The
use of Intellectual Property by the Borrower and its Subsidiaries does not
infringe on the rights of any Person known by the Borrower to have a legal right
therein.



<PAGE>
                                                                              49


                  4.10 Taxes. Each of the Borrower and each of its Subsidiaries
has filed or caused to be filed all Federal, state and other material tax
returns which are required to be filed and has paid all taxes shown to be due
and payable on said returns or on any assessments made against it or any of its
Property and all other taxes, fees or other charges imposed on it or any of its
Property by any Governmental Authority, and no material tax Lien has been filed,
and, to the knowledge of the Borrower, no claim which could reasonably be
expected to have a Material Adverse Effect is being asserted, with respect to
any such tax, fee or other charge (other than any such claim the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the Borrower or its Subsidiaries, as the case may be).

                  4.11 Federal Regulations. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U as now and
from time to time hereafter in effect or for any purpose that violates the
provisions of the Regulations of the Board. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.

                  4.12 Labor Matters. There are no strikes or other labor
disputes against the Borrower or any of its Subsidiaries pending or, to the
knowledge the Borrower, threatened that (individually or in the aggregate) could
reasonably be expected to have a Material Adverse Effect. Hours worked by and
payment made to employees of the Borrower and its Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable Requirement of
Law dealing with such matters that (individually or in the aggregate) could
reasonably be expected to have a Material Adverse Effect. All payments due from
the Borrower or any of its Subsidiaries on account of employee health and
welfare insurance that (individually or in the aggregate) could reasonably be
expected to have a Material Adverse Effect if not paid have been paid or accrued
as a liability on the books of the Borrower or the relevant Subsidiary.

                  4.13 ERISA. Except as set forth on Schedule 4.13, neither a
Reportable Event nor an "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the
five-year period prior to the date on which this representation is made or
deemed made with respect to any Plan, and each Plan has complied in all material
respects with the applicable provisions of ERISA and the Code. No termination of
a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan
has arisen, during such five-year period. The present value of all accrued
benefits under each Single Employer Plan (based on those assumptions used to
fund such Plans) did not, as of the last annual valuation date prior to the date
on which this representation is made or deemed made, exceed the value of the
assets of such Plan allocable to such accrued benefits by a material amount.
Neither the Borrower nor any Commonly Controlled Entity has had a complete or
partial withdrawal from any Multiemployer Plan that has resulted or could
reasonably be expected to result in a material liability under ERISA, and
neither the Borrower nor any Commonly Controlled Entity would become subject to
any material liability under ERISA if the Borrower or any such Commonly
Controlled Entity were to withdraw completely from all Multiemployer Plans as of
the valuation date most closely preceding the date on which this




<PAGE>
                                                                              50


representation is made or deemed made. No such Multiemployer Plan is in
Reorganization or Insolvent.

                  4.14 Investment Company Act; Other Regulations. No Loan Party
is an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
No Loan Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) which limits its ability to incur Indebtedness.

                  4.15 Subsidiaries. (a) Subsidiaries listed on Schedule 4.15-1
constitute all the Subsidiaries of the Borrower at the date hereof. Schedule
4.15-1 sets forth as of the Closing Date the name and jurisdiction of
incorporation of each Subsidiary and, as to each Subsidiary, the percentage of
each class of Capital Stock owned by each Loan Party.

                  (b) There are no outstanding subscriptions, options, warrants,
calls, rights or other agreements or commitments (other than stock options
granted to employees or directors and directors' qualifying shares) of any
nature relating to any Capital Stock of the Borrower or any Subsidiary.

                  4.16 Use of Proceeds. The proceeds of the Term Loans shall be
used to finance the Acquisitions and related working capital, to pay related
fees and expenses and to refinance existing Indebtedness of the Borrower, except
that the proceeds of the Delayed Draw Term Loans shall be used only to finance
the acquisition of the North Dakota Pipeline Assets. The proceeds of the
Revolving Credit Loans, and the Letters of Credit, shall be used for general
corporate purposes, including, but not limited to, working capital and capital
expenditures.

                  4.17 Environmental Matters. Other than exceptions to any of
the following that could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, the Borrower and each of its
Subsidiaries: (i) are, and within the period of all applicable statutes of
limitation have been, in compliance with all applicable Environmental Laws; (ii)
hold all Environmental Permits (each of which is in full force and effect)
required for any of their current operations or for any property owned, leased,
or otherwise operated by any of them; (iii) are, and within the period of all
applicable statutes of limitation have been, in compliance with all of their
Environmental Permits; and (iv) reasonably believe that: each of their
Environmental Permits will be timely renewed and complied with, without material
expense; any additional Environmental Permits that may be required of any of
them will be timely obtained and complied with, without material expense; and
compliance with any Environmental Law that is or is expected to become
applicable to any of them will be timely attained and maintained.

                  (a) The presence of Materials of Environmental Concern at, on,
under, in, or about any real property now owned, leased or operated by the
Borrower or any of its Subsidiaries, or at any location to which Materials of
Environmental Concern have been sent by or on behalf of the Borrower for re-use
or recycling or for treatment, storage, or disposal, could not reasonably be
expected to have a Material Adverse Effect. The Borrower has not received any
notice from any Governmental Authority or any Person having a property interest
in the relevant property that would give the Borrower reason to believe that the
presence of Materials of Environmental Concern at, on, under, in, or about any
real property formerly owned, leased or




<PAGE>
                                                                              51


operated by the Borrower or any of its Subsidiaries, could reasonably be
expected to have a Material Adverse Effect.

                  (b) Other than exceptions to any of the following that could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect: there is no judicial, administrative, or arbitral proceeding
(including any notice of violation or alleged violation) under or relating to
any Environmental Law to which the Borrower or any of its Subsidiaries is, or to
the knowledge of any of them will be, named as a party that is pending or, to
the knowledge of any of them, threatened.

                  (c) Other than exceptions to any of the following that could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect: neither the Borrower nor any of its Subsidiaries has received
any request for information or been notified that it is a potentially
responsible party under or relating to the federal Comprehensive Environmental
Response, Compensation, and Liability Act or any similar Environmental Law, or
with respect to any Materials of Environmental Concern.

                  (d) Except as disclosed on Schedule 4.17 and other than
exceptions to any of the following that could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect: neither the
Borrower nor any of its Subsidiaries has entered into or agreed to any consent
decree, order, or settlement or other agreement, nor is subject to any judgment,
decree, or order or other agreement, in any judicial, administrative, arbitral,
or other forum, relating to compliance with or liability under any Environmental
Law.

                  (e) Except as disclosed on Schedule 4.17 and other than
exceptions to any of the following that could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect: neither the
Borrower nor any of its Subsidiaries has assumed or retained, by contract or
operation of law, any liabilities of any kind, fixed or contingent, known or
unknown, under any Environmental Law or with respect to any Materials of
Environmental Concern.

                  4.18 Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document, certificate or statement furnished
to the Administrative Agent or the Lenders or any of them, by or on behalf of
any Loan Party for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, contained as of the date such statement,
information, document or certificate was so furnished (or, in the case of the
Confidential Information Memorandum, as of the date of this Agreement), any
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements contained herein or therein not
misleading. The projections and pro forma financial information contained in the
materials referenced above are based upon good faith estimates and assumptions
believed by management of the Borrower to be reasonable at the time made, it
being recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount. As of the date hereof,
the representations and warranties of the Borrower contained in the Acquisition
Documentation, and, to the best of the Borrower's knowledge, the representations
and warranties





<PAGE>
                                                                              52


of each seller party to the Acquisition Documentation, are true and correct in
all material respects. There is no fact known to any Loan Party that could
reasonably be expected to have a Material Adverse Effect that has not been
expressly disclosed herein, in the other Loan Documents, in the Confidential
Information Memorandum or in any other documents, certificates and statements
furnished to the Agents and the Lenders for use in connection with the
transactions contemplated hereby and by the other Loan Documents.

                  4.19 Security Documents. (a) Except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws,
affecting the enforcement of credits' rights generally and by general equitable
principles, the Guarantee and Collateral Agreement is effective to create in
favor of the Administrative Agent, for the benefit of the Lenders, a legal,
valid and enforceable security interest in the Collateral described therein and
proceeds thereof. In the case of the Pledged Stock described in the Guarantee
and Collateral Agreement, when any stock certificates representing such Pledged
Stock are delivered to the Administrative Agent, and in the case of the other
Collateral described in the Guarantee and Collateral Agreement, when financing
statements in appropriate form are filed in the offices specified on Schedule
4.19(a) (which financing statements have been duly completed and executed and
delivered to the Administrative Agent) and such other filings as are specified
on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all
of which filings have been duly completed), the Guarantee and Collateral
Agreement shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in such Collateral and the
proceeds thereof, as security for the Obligations (as defined in the Guarantee
and Collateral Agreement), in each case prior and superior in right to any other
Person (except, in the case of Collateral other than Pledged Stock, Liens
permitted by Section 7.3).

                  (b) Except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws, affecting the
enforcement of credits' rights generally and by general equitable principles,
each of the Mortgages is effective to create in favor of the Administrative
Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on
the Mortgaged Properties described therein and proceeds thereof; and when the
Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of
the Mortgages to be executed and delivered on the Closing Date) or in the
recording office designated by the Borrower (in the case of any Mortgage to be
executed and delivered pursuant to Section 6.10(b)), each Mortgage shall
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in the Mortgaged Properties described therein
and the proceeds thereof, as security for the Obligations (as defined in the
relevant Mortgage), in each case prior and superior in right to any other Person
(other than Persons holding Liens or other encumbrances or rights permitted by
the relevant Mortgage).

                  4.20 Solvency. Each Loan Party is, and after giving effect to
the Acquisitions and the incurrence of all Indebtedness and obligations being
incurred in connection herewith and therewith will be and will continue to be,
Solvent.

                  4.21 Senior Indebtedness. The Obligations constitute "Senior
Debt" of the Borrower under and as defined in the Existing Senior Subordinated
Note Indenture. The obligations of each Subsidiary Guarantor under the Guarantee
and Collateral Agreement






<PAGE>
                                                                              53


constitute "Senior Debt" of such Subsidiary Guarantor under and as defined in
the Existing Senior Subordinated Note Indenture.

                  4.22 Regulation H. No Mortgage encumbers improved real
property which is located in an area that has been identified by the Secretary
of Housing and Urban Development as an area having special flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968 (except any Mortgaged Properties as to which such flood insurance as
required by Regulation H has been obtained and is in full force and effect as
required by this Agreement).

                  4.23 Excluded Subsidiaries. The aggregate book value of the
assets of all Excluded Subsidiaries on the date hereof does not exceed
$2,500,000 in the aggregate.

                         SECTION 5. CONDITIONS PRECEDENT

                  5.1 Conditions to Initial Extension of Credit. The agreement
of each Lender to make the initial extension of credit requested to be made by
it hereunder is subject to the satisfaction, prior to or concurrently with the
making of such extension of credit on the Closing Date, of the following
conditions precedent:

                  (a) Loan Documents. The Administrative Agent shall have
         received (i) this Agreement, executed and delivered by a duly
         authorized officer of the Borrower, (ii) the Guarantee and Collateral
         Agreement, executed and delivered by a duly authorized officer of the
         Borrower and each Subsidiary Guarantor, (iii) a Mortgage covering each
         of the Mortgaged Properties, executed and delivered by a duly
         authorized officer of each party thereto and (iv) a Lender Addendum
         executed and delivered by each Lender and accepted by the Borrower.

                  (b) Acquisitions. The Utah Acquisition and the North Dakota
         Acquisition shall have been consummated in accordance with the
         applicable Acquisition Agreements, and the Administrative Agent shall
         have received satisfactory evidence thereof (including a certificate of
         the Borrower to such effect).

                  (c) Pro Forma Balance Sheet; Financial Statements. The Lenders
         shall have received (i) the Pro Forma Balance Sheet, (ii) audited
         consolidated financial statements of the Borrower and its consolidated
         Subsidiaries for the 2000 and 1999 fiscal years and (iii) unaudited
         interim consolidated financial statements of the Borrower and its
         consolidated Subsidiaries for each quarterly period ended subsequent to
         the date of the latest applicable financial statements delivered
         pursuant to clause (ii) of this paragraph as to which such financial
         statements are available; and such financial statements shall not, in
         the reasonable judgment of the Lenders, reflect any material adverse
         change in the consolidated financial condition of the Borrower and its
         consolidated Subsidiaries as reflected in the financial statements or
         projections contained in the Confidential Information Memorandum.

                  (d) Approvals. All governmental and third party approvals
         necessary in connection with the Acquisitions being consummated on the
         Closing Date, the continuing operations of the Borrower and its
         Subsidiaries and the transactions contemplated hereby




<PAGE>
                                                                              54


         shall have been obtained and be in full force and effect, and all
         applicable waiting periods shall have expired without any action being
         taken or then threatened by any competent authority which would
         restrain, prevent or otherwise impose adverse conditions on such
         Acquisition or Acquisitions or the financing contemplated hereby.

                  (e) Related Agreements. The Administrative Agent and the
         Syndication Agent shall have received (in a form reasonably
         satisfactory to the Administrative Agent and the Syndication Agent),
         true and correct copies, certified as to authenticity by the Borrower,
         of (i) the Existing Senior Subordinated Note Indenture, (ii) each
         Acquisition Agreement and (iii) such other documents or instruments as
         may be reasonably requested by the Administrative Agent or the
         Syndication Agent, including, without limitation, a copy of any debt
         instrument, security agreement or other material contract to which the
         Loan Parties may be a party.

                  (f) Termination of Existing Credit Facilities. The
         Administrative Agent shall have received evidence satisfactory to the
         Administrative Agent that the Existing Credit Facilities shall be
         simultaneously terminated and all amounts thereunder shall be
         simultaneously paid in full.

                  (g) Fees. The Lenders, the Arranger, the Administrative Agent
         and the Syndication Agent shall have received all fees required to be
         paid, and all expenses for which invoices have been presented
         (including reasonable fees, disbursements and other charges of counsel
         to the Agents), on or before the Closing Date. All such amounts will be
         paid with proceeds of Loans made on the Closing Date and will be
         reflected in the funding instructions given by the Borrower to the
         Administrative Agent on or before the Closing Date.

                  (h) Business Plan. The Lenders shall have received a
         satisfactory business plan for fiscal years 2001-2008 and a
         satisfactory written analysis of the business and prospects of the
         Borrower and its Subsidiaries (pro forma for the Acquisitions) for the
         period from the assumed closing date of October 1, 2001 through March
         31, 2008.

                  (i) Solvency Analysis. The Lenders shall have received a
         reasonably satisfactory solvency analysis certified by the chief
         financial officer of the Borrower which shall document the solvency of
         the Borrower and its Subsidiaries considered as a whole after giving
         effect to the transactions contemplated hereby.

                  (j) Lien Searches. The Administrative Agent shall have
         received the results of a recent lien search in each of the
         jurisdictions in which Uniform Commercial Code financing statement or
         other filings or recordations should be made to evidence or perfect
         security interests in all assets of the Loan Parties, and such search
         shall reveal no liens on any of the assets of the Loan Parties, except
         for Liens permitted by Section 7.3, other than those to be released in
         connection with the occurrence of the Closing Date.

                  (k) Environmental Matters. The Administrative Agent shall have
         received, with a copy for each Lender, and the Syndication Agent shall
         have received (i) a written environmental assessment in respect of the
         Acquired Assets and (ii) written updates of





<PAGE>
                                                                              55


         the environmental assessments provided in connection with the
         Borrower's 1998 Credit Agreement, prepared by an environmental
         consultant acceptable to the Administrative Agent and the Syndication
         Agent, in each use in form, scope, and substance satisfactory to the
         Administrative Agent, together with a letter from the environmental
         consultant permitting the Agents and the Lenders to rely on the
         environmental assessment as if addressed to and prepared for each of
         them.

                  (l) Closing Certificate. The Administrative Agent and the
         Syndication Agent shall have received a certificate of each Loan Party,
         dated the Closing Date, substantially in the form of Exhibit C, with
         appropriate insertions and attachments.

                  (m) Legal Opinions. The Administrative Agent and the
         Syndication Agent shall have received the following executed legal
         opinions:

                           (i) the legal opinion of Fulbright & Jaworski L.L.P.
                  counsel to the Borrower and its Subsidiaries, substantially in
                  the form of Exhibit F-1;

                           (ii) the legal opinion of the general counsel of the
                  Borrower and its Subsidiaries, substantially in the form of
                  Exhibit F-2; and

                           (iii) to the extent requested by the Administrative
                  Agent, the legal opinion of local counsel in each state in
                  which Mortgaged Property is located and of such other special
                  and local counsel as may be required by the Administrative
                  Agent.

         Each such legal opinion shall cover such other matters incident to the
         transactions contemplated by this Agreement as the Administrative Agent
         or the Syndication Agent may reasonably require.

                  (n) Pledged Stock; Stock Powers; Acknowledgment and Consent;
         Pledged Notes. The Administrative Agent shall have received (i) the
         certificates representing the shares of Capital Stock pledged pursuant
         to the Guarantee and Collateral Agreement, together with an undated
         stock power for each such certificate executed in blank by a duly
         authorized officer of the pledgor thereof, and (ii) an Acknowledgment
         and Consent, substantially in the form of Annex II to the Guarantee and
         Collateral Agreement, duly executed by any issuer of Capital Stock
         pledged pursuant to the Guarantee and Collateral Agreement that is not
         itself a party to the Guarantee and Collateral Agreement.

                  (o) Filings, Registrations and Recordings. Each document
         (including, without limitation, any Uniform Commercial Code financing
         statement) required by the Security Documents or under law or
         reasonably requested by the Administrative Agent to be filed,
         registered or recorded in order to create in favor of the
         Administrative Agent, for the benefit of the Lenders, a perfected Lien
         on the Collateral described therein, prior and superior in right to any
         other Person (other than with respect to Liens expressly permitted by
         Section 7.3), shall have been filed, registered or recorded or shall
         have been delivered to the Administrative Agent be in proper form for
         filing, registration or recordation.



<PAGE>
                                                                              56


                  (p) Title Insurance; Flood Insurance. (i) If requested by the
         Administrative Agent, the Administrative Agent shall have received, and
         the title insurance company issuing the policy referred to in clause
         (ii) below (the "Title Insurance Company") shall have received, maps or
         plats of a boundary survey of the sites of the Mortgaged Properties
         certified to the Administrative Agent and the Title Insurance Company
         in a manner satisfactory to them, dated a date satisfactory to the
         Administrative Agent and the Title Insurance Company by an independent
         professional licensed land surveyor satisfactory to the Administrative
         Agent, the Syndication Agent and the Title Insurance Company, which
         maps or plats and the surveys on which they are based shall be made in
         accordance with the Minimum Standard Detail Requirements for Boundary
         Surveys for Land Title Surveys jointly established and adopted by the
         American Land Title Association and the American Congress on Surveying
         and Mapping in 1992, and, without limiting the generality of the
         foregoing, there shall be surveyed and shown on such maps, plats or
         surveys the following: (A) the lines of streets abutting the sites and
         width thereof; (B) all access and other easements appurtenant to the
         sites; (C) all roadways, paths, driveways, easements, encroachments
         affecting the site, whether recorded, apparent from a physical
         inspection of the sites or otherwise known to the surveyor; (D) any
         encroachments on any adjoining property by the building structures and
         improvements on the sites; (E) if the site is described as being on a
         filed map, a legend relating the survey to said map; and (F) the flood
         zone designations, if any, in which the Mortgaged Properties are
         located.

                           (ii) The Administrative Agent shall have received in
                  respect of each Mortgaged Property being mortgaged to the
                  Administrative Agent on the Closing Date a mortgagee's title
                  insurance policy (or policies) or marked up unconditional
                  binder for such insurance. Each such policy shall (A) be in an
                  amount reasonably agreed upon by the Borrower and the
                  Administrative Agent (B) insure that the Mortgage insured
                  thereby creates a valid first Lien on such Mortgaged Property
                  free and clear of all defects and encumbrances, except as
                  disclosed therein; (C) name the Administrative Agent for the
                  benefit of the Lenders as the insured thereunder; (D) be in
                  the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and
                  10/17/84) (or equivalent policies); (E) contain such
                  endorsements and affirmative coverage as the Administrative
                  Agent may reasonably request and (F) be issued by First
                  American Title Insurance Company. The Administrative Agent
                  shall have received evidence satisfactory to it that all
                  premiums in respect of each such policy, all charges for
                  mortgage recording tax, and all related expenses, if any, have
                  been paid.

                           (iii) If requested by the Administrative Agent, the
                  Administrative Agent shall have received (A) a policy of flood
                  insurance that (1) covers any parcel of improved real property
                  that is encumbered by any Mortgage (2) is written in an amount
                  not less than the outstanding principal amount of the
                  indebtedness secured by such Mortgage that is reasonably
                  allocable to such real property or the maximum limit of
                  coverage made available with respect to the particular type of
                  property under the National Flood Insurance Act of 1968,
                  whichever is less, and (3) has a term ending not later than
                  the maturity of the indebtedness secured by such Mortgage and
                  (B) confirmation that the Borrower





<PAGE>
                                                                              57


                  has received the notice required pursuant to Section 208(e)(3)
                  of Regulation H of the Board.

                           (iv) Counsel for the Arranger and Administrative
                  Agent shall have received a copy of all recorded documents
                  referred to, or listed as exceptions to title in, the title
                  policy or policies referred to in clause (ii) above and a copy
                  of all other material documents affecting the Mortgaged
                  Properties.

                  (q) Insurance. The Administrative Agent shall have received
         insurance certificates satisfying the requirements of Section 5.3 of
         the Guarantee and Collateral Agreement.

                  (r) Pipeline Assets. The Administrative Agent and the
         Syndication Agent shall have received satisfactory evidence that any
         Pipeline Assets being acquired on such date are being acquired by a
         Qualifying Special Purpose Subsidiary.

                  5.2 Conditions Precedent to Delayed Draw Term Loans. The
agreement of each Lender to make any Delayed Draw Term Loan requested to be made
by it hereunder on the Delayed Draw Term Loan Borrowing Date is subject to the
satisfaction, prior to or concurrently with the making of such Loans on such
date (which date shall be on or before June 30, 2002), of the following
conditions precedent:

                  (a) Acquisition. The Pipeline Acquisition shall have been duly
         consummated in accordance with the Pipeline Acquisition Agreement, and
         the Administrative Agent and the Syndication Agent shall have received
         satisfactory evidence thereof.

                  (b) Approvals. All governmental and third party approvals
         (including landlords' and other consents) necessary in connection with
         the Pipeline Acquisition shall have been obtained and be in full force
         and effect, and all applicable waiting periods shall have expired
         without any action being taken or threatened by any competent authority
         which would restrain, prevent or otherwise impose adverse conditions on
         the Pipeline Acquisition or the financing contemplated hereby.

                  (c) Legal Opinions. The Administrative Agent and the
         Syndication Agent shall have received favorable legal opinions in
         respect of the Pipeline Acquisition, covering substantially the same
         matters with respect to such Acquisition as were covered by the legal
         opinions delivered to the Administrative Agent and the Syndication
         Agent on the Closing Date with respect to the Acquisition or
         Acquisitions consummated on the Closing Date, and such other matters as
         the Administrative Agent or the Syndication Agent shall reasonably
         request.

                  (d) Collateral Matters. All actions required by Section 6.10
         in respect of any Acquired Assets being acquired on such date shall
         have been taken.

                  (e) Pipeline Assets. The Administrative Agent and the
         Syndication Agent shall have received satisfactory evidence that the
         Pipeline Assets being acquired on such date are being acquired by a
         Qualifying Special Purpose Subsidiary.



<PAGE>
                                                                              58


                  5.3 Conditions to Each Extension of Credit. The agreement of
each Lender to make any extension of credit requested to be made by it hereunder
on any date (including, without limitation, its initial extension of credit) is
subject to the satisfaction of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by any Loan Party in or pursuant to
         the Loan Documents shall be true and correct on and as of such date as
         if made on and as of such date; except for representations and
         warranties stated to relate to a specific earlier date, in which case
         such representations and warranties shall be true and correct on and as
         of such earlier date.

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         extensions of credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
Section 5.3 have been satisfied.

                        SECTION 6. AFFIRMATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender or any Agent hereunder, the Borrower shall and
shall cause each of its Subsidiaries to:

                  6.1 Financial Statements. Furnish to each Agent and each
Lender:

                  (a) as soon as available, but in any event within 105 days
         after the end of each fiscal year of the Borrower, a copy of the
         audited consolidated financial statements of the Borrower and its
         consolidated Subsidiaries for such year as filed on Form 10-K with the
         SEC, setting forth in each case in comparative form the figures for the
         previous year, reported on without a "going concern" or like
         qualification or exception, or qualification arising out of the scope
         of the audit, by Deloitte & Touche LLP or other independent certified
         public accountants of nationally recognized standing;

                  (b) as soon as available, but in any event not later than 60
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Borrower, the unaudited consolidated financial
         statements of the Borrower and its consolidated Subsidiaries for such
         quarter as filed on Form 10-Q with the SEC, certified by a Responsible
         Officer as being fairly stated in all material respects (subject to
         normal year-end adjustments); and

                  (c) as soon as available, (i) a copy of the audited
         consolidated financial statements of the Acquired Assets for the 2000
         and 1999 fiscal years, reported on by Deloitte & Touche LLP, and (ii) a
         copy of the unaudited interim consolidated financial statements of the
         Acquired Assets for the six-month period ended June 30, 2001;



<PAGE>
                                                                              59


all such financial statements to be complete and correct in all material
respects and to be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

                  6.2 Certificates; Other Information. Furnish to each Agent and
each Lender, or, in the case of clause (f), to the relevant Lender:

                  (a) concurrently with the delivery of the financial statements
         referred to in Section 6.1(a), a certificate of the independent
         certified public accountants reporting on such financial statements
         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 (it being understood that such certificate shall be
         limited to the items that independent certified public accountants are
         permitted to cover in such certificates pursuant to their professional
         standards and customs of the profession);

                  (b) concurrently with the delivery of any financial statements
         pursuant to Section 6.1(a) or (b), (i) a Compliance Certificate
         containing all information and calculations necessary for determining
         compliance by the Borrower and its Subsidiaries with the provisions of
         this Agreement referred to therein as of the last day of the fiscal
         quarter or fiscal year of the Borrower, as the case may be, (ii) to the
         extent not previously disclosed to the Administrative Agent, a listing
         of any Intellectual Property acquired by any Loan Party since the date
         of the most recent list delivered pursuant to this clause (ii) (or, in
         the case of the first such list so delivered, since the Closing Date)
         and (iii) any UCC financing statements or other filings specified in
         such Compliance Certificate as being required to be delivered
         therewith;

                  (c) as soon as available, and in any event no later than 60
         days after the end of each fiscal year of the Borrower, a detailed
         consolidated budget for the following fiscal year (including a
         projected consolidated balance sheet of the Borrower and its
         Subsidiaries as of the end of the following fiscal year, and the
         related consolidated statements of projected cash flow, projected
         changes in financial position and projected income), and, as soon as
         available, significant revisions, if any, of such budget and
         projections with respect to such fiscal year (collectively, the
         "Projections"), which Projections shall in each case be accompanied by
         a certificate of a Responsible Officer stating that such Projections
         are based on reasonable estimates, information and assumptions and that
         such Responsible Officer has no reason to believe that such Projections
         are incorrect or misleading in any material respect;

                  (d) no later than 3 Business Days prior to the effectiveness
         thereof, copies of substantially final drafts of any proposed
         amendment, supplement, waiver or other modification with respect to any
         Subordinated Securities or any Acquisition Agreement;

                  (e) within ten days after the same are sent, copies of all
         financial statements and reports that the Borrower sends to the holders
         of any class of its debt securities or public equity securities and,
         within five days after the same are filed, copies of all financial
         statements and reports (excluding the related exhibits thereto unless
         specifically



<PAGE>
                                                                              60


         requested by such Agent or Lender) that the Borrower may make to, or
         file with, the SEC;

                  (f) promptly, such additional financial and other information
         as any Lender may from time to time reasonably request.

                  6.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its material obligations of whatever nature, except where the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or its Subsidiaries, as the case may be.

                  6.4 Conduct of Business and Maintenance of Existence, etc.
Except with respect to Excluded Subsidiaries, (a) (i) preserve, renew and keep
in full force and effect its corporate existence and (ii) take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct of its business, except, in each case, as otherwise
permitted by Section 7.4 and except, in the case of clause (ii) above, to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (b) comply with all Contractual Obligations and Requirements
of Law, except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                  6.5 Maintenance of Property; Insurance. (a) Keep all Property
and systems useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted (as determined by the Borrower in its
reasonable discretion) and (b) maintain with financially sound and reputable
insurance companies (or, to the extent reasonable, customary among companies
engaged in the same or a similar business and, in any event, consistent with the
past business practices of the Borrower, through self-insurance) insurance on
all its Property in at least such amounts and against at least such risks (but
including in any event public liability, product liability and business
interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business.

                  6.6 Inspection of Property; Books and Records; Discussions.
(a) Keep proper books of records and accounts in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities and (b)
permit representatives of any Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any
reasonable time and as often as may reasonably be desired and to discuss the
business, operations, properties and financial and other condition of the
Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries
and with its independent certified public accountants.

                  6.7 Notices. Promptly give notice to the Administrative Agent
and each Lender of:

                  (a) the occurrence of any Default or Event of Default;

                  (b) any (i) default or event of default under any Contractual
         Obligation of the Borrower or any of its Subsidiaries that, if not
         cured, could reasonably be expected to




<PAGE>
                                                                              61


         have a Material Adverse Effect or (ii) litigation, investigation or
         proceeding which may exist at any time between the Borrower or any of
         its Subsidiaries and any Governmental Authority, that could reasonably
         be expected to result in a determination adverse to the Borrower or its
         Subsidiaries that could reasonably be expected to have a Material
         Adverse Effect;

                  (c) any litigation or proceeding affecting the Borrower or any
         of its Subsidiaries in which the amount involved is $5,000,000 or more
         and not covered by insurance or in which material injunctive or similar
         relief is sought;

                  (d) the following events, as soon as possible and in any event
         within 30 days after the Borrower knows or has reason to know thereof:
         (i) the occurrence of any Reportable Event with respect to any Plan, a
         failure to make any required contribution to a Plan, the creation of
         any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
         termination, Reorganization or Insolvency of, any Multiemployer Plan or
         (ii) the institution of proceedings or the taking of any other action
         by the PBGC or the Borrower or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         termination, Reorganization or Insolvency of, any Plan; and

                  (e) any development or event that has had or could reasonably
         be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower or the relevant Subsidiary proposes to take
with respect thereto.

                  6.8 Environmental Laws. (a) (i) Comply with all Environmental
Laws applicable to it, and obtain, comply with and maintain any and all
Environmental Permits necessary for its operations as conducted and as planned;
and (ii) take reasonable efforts to ensure that all of its tenants, subtenants,
contractors, subcontractors, and invitees comply with all Environmental Laws,
and obtain, comply with and maintain any and all Environmental Permits,
applicable to any of them insofar as any failure to so comply, obtain or
maintain, or take such efforts, reasonably could be expected to adversely affect
the Borrower. For purposes of the preceding sentence, the Borrower or any of its
Subsidiaries shall not be deemed to be in noncompliance or default with any
applicable Environmental Law or Environmental Permit if, upon learning of any
actual or suspected noncompliance, the Borrower and/or Subsidiary, as the case
may be, shall promptly undertake reasonable efforts to achieve compliance;
provided, that, in any case, such noncompliance, and any other noncompliance
with Environmental Laws, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.

                  (b) Promptly comply with all orders and directives of all
Governmental Authorities regarding Environmental Laws, other than such orders
and directives as to which an appeal has been timely and properly taken in good
faith, provided, that the pendency of any and all such appeals could not
reasonably be expected to have a Material Adverse Effect.

                  (c) (i) Prior to acquiring any ownership or leasehold interest
in real property, or other interest in any real property that could give rise to
the Borrower being found to be an




<PAGE>
                                                                              62


operator subject to potential liability under any Environmental Law (or any
entity with such interests in any real property) (except, in the case of real
property other than Retail Service Assets, if the Borrower shall have determined
in its reasonable judgment after due investigation that there is no material
risk of the Borrower or any of its Subsidiaries incurring material liability
under Environmental Law with respect to such real property), obtain a written
report by an environmental consulting firm reasonably acceptable to the
Administrative Agent (an "Environmental Consultant") of the Environmental
Consultant's assessment of the presence or potential presence of significant
levels of any Materials of Environmental Concern on, under, in, or about the
property, or of other conditions that could give rise to potentially significant
liability under or violations of Environmental Law relating to such acquisition,
and notify the Administrative Agent of such acquisition no later than promptly
following the closing thereof; and (ii) if requested by the Administrative
Agent, provide such report to the Administrative Agent and afford the
Administrative Agent a reasonable opportunity, if requested by either of them,
to discuss such report with the Environmental Consultant who prepared it
together with a knowledgeable representative of the Borrower. The Administrative
Agent shall have the right, but shall not have any duty, to obtain, review, or
discuss any such report.

                  6.9 [Reserved.]

                  6.10 Additional Collateral, etc. (a) With respect to any
personal Property (including any vessel as to which all or any portion of the
purchase price has been funded with the proceeds of Loans) acquired after the
Closing Date by the Borrower or any of its Subsidiaries (other than (x) any
Property described in paragraph (c) or (d) below, (y) any Property subject to a
Lien expressly permitted by Section 7.3(g), (z) vessels acquired with the
proceeds of transactions permitted by Section 7.2(b)) as to which the
Administrative Agent, for the benefit of the Lenders, does not have a perfected
Lien, promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement or such other documents as
the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a security interest in
such Property and (ii) take all actions necessary or reasonably advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a perfected
first priority security interest in such Property, including, without
limitation, the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by
law or as may be requested by the Administrative Agent.

                  (b) With respect to any fee interest in any real property
having a value (together with improvements thereof) of at least $2,500,000
acquired after the Closing Date by the Borrower or any of its Subsidiaries
(other than (x) any such real property subject to a Lien expressly permitted by
Section 7.3(g), (y) Pipeline Assets (to the extent held in a Qualifying Special
Purpose Subsidiary), (z) Retail Service Assets and Marine Services Assets),
promptly (A) execute and deliver a first priority Mortgage in favor of the
Administrative Agent, for the benefit of the Lenders, covering such real
property, (B) if requested by the Administrative Agent, provide the Lenders with
(x) title and extended coverage insurance covering such real property in an
amount at least equal to the purchase price of such real property (or such other
amount as shall be reasonably specified by the Administrative Agent) as well as
a current ALTA survey thereof, together with a surveyor's certificate and (y)
any consents or estoppels reasonably deemed necessary or advisable by the
Administrative Agent in connection with such Mortgage each of the foregoing in
form and substance reasonably satisfactory to the Administrative Agent,





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                                                                              63


and (C) if requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

                  (c) With respect to any new Subsidiary (other than an Excluded
Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the
Closing Date (which, for the purposes of this paragraph, shall include any
existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the
Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement
as the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first priority
security interest in the Capital Stock of such new Subsidiary that is owned by
the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative
Agent the certificates representing such Capital Stock, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of
the Borrower or such Subsidiary, as the case may be, (iii) cause such new
Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and
(B) to take such actions necessary or advisable to grant to the Administrative
Agent for the benefit of the Lenders a perfected first priority security
interest in the Collateral described in the Guarantee and Collateral Agreement
with respect to such new Subsidiary, including, without limitation, the filing
of Uniform Commercial Code financing statements in such jurisdictions as may be
required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Administrative Agent, and (iv) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

                  (d) With respect to any new Excluded Foreign Subsidiary
created or acquired after the Closing Date by the Borrower or any of its
Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee
and Collateral Agreement or such other documents as the Administrative Agent
deems necessary or advisable in order to grant to the Administrative Agent, for
the benefit of the Lenders, a perfected first priority security interest in the
Capital Stock of such new Subsidiary that is owned by the Borrower or any of its
Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in
no event shall more than 65% of the total outstanding Capital Stock of any such
new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to
the Administrative Agent the certificates representing such Capital Stock,
together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the Borrower or such Subsidiary, as the case may be, and
take such other action as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Lien of the Administrative Agent
thereon, and (iii) if requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

                  6.11 Further Assurances. From time to time execute and
deliver, or cause to be executed and delivered, such additional instruments,
certificates or documents, and take such actions, as the Administrative Agent or
the Syndication Agent may reasonably request for the purposes of implementing or
effectuating the provisions of this Agreement and the other Loan




<PAGE>
                                                                              64


Documents, or of more fully perfecting or renewing the rights of the
Administrative Agent and the Lenders with respect to the Collateral (or with
respect to any additions thereto or replacements or proceeds thereof or with
respect to any other property or assets hereafter acquired by the Borrower or
any Subsidiary which may be deemed to be part of the Collateral) pursuant hereto
or thereto. Upon the exercise by the Administrative Agent or any Lender of any
power, right, privilege or remedy pursuant to this Agreement or the other Loan
Documents which requires any consent, approval, recording, qualification or
authorization of any Governmental Authority, the Borrower will execute and
deliver, or will cause the execution and delivery of, all applications,
certifications, instruments and other documents and papers that the
Administrative Agent or such Lender may be required to obtain from the Borrower
or any of its Subsidiaries for such governmental consent, approval, recording,
qualification or authorization.

                  6.12 Certain Post-Closing Matters. (a) Without limiting the
generality of Section 6.11, cause the release, promptly after receipt by the
Borrower of lien search reports with respect to the properties of the Borrower
and its Subsidiaries, and in any event within 60 days after the Closing Date, of
all Liens shown on such lien search reports that would not be permitted to exist
pursuant to Section 7.3; and deliver to the Administrative Agent evidence of
such release promptly after receipt thereof by the Borrower.

                  (b) Cause the Administrative Agent to promptly receive surveys
of the following properties in conformance with Section 5.1(p):

                    Alaska Refinery
                    Alaska Pipeline
                    Burley, ID Terminal
                    Boise, ID Terminal
                    Moorehead, MN Terminal
                    Sauk Centre, MN Terminal
                    Twin Cities, MN Terminal
                    Jamestown, ND Terminal
                    Mandan, ND Terminal
                    Salt Lake City, UT Refinery.

                  (c) Cause the Administrative Agent to promptly receive such
endorsements and modifications to any of the mortgagee's title policies for the
properties referenced in clause (b) above as may be reasonably requested by the
Administrative Agent in connection with receipt of the surveys referred to
above, in connection with Section 5.1(p)(ii).

                          SECTION 7. NEGATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender or any Agent hereunder, the Borrower shall not,
and shall not permit any of its Subsidiaries to, directly or indirectly:

                  7.1 Financial Condition Covenants.


<PAGE>
                                                                              65


                  (a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of the Borrower ending with any fiscal quarter set forth below to
exceed the ratio set forth below opposite such fiscal quarter:



<Table>
<Caption>
                                                             Consolidated
                        Fiscal Quarter                      Leverage Ratio
                        --------------                      --------------
<S>                                                         <C>
                             3Q01                             4.00:1.00
                             4Q01                             4.00:1.00
                             1Q02                             3.75:1.00
                             2Q02                             3.75:1.00
                             3Q02                             3.75:1.00
                             4Q02                             3.75:1.00
                             1Q03                             3.50:1.00
                             2Q03                             3.50:1.00
                             3Q03                             3.50:1.00
                             4Q03                             3.50:1.00
                             1Q04                             3.00:1.00
                             2Q04                             3.00:1.00
                             3Q04                             3.00:1.00
                             4Q04                             3.00:1.00
                          Thereafter                          2.50:1.00
</Table>

                  (b) Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
fiscal quarters of the Borrower ending with any fiscal quarter set forth below
to be less than the ratio set forth below opposite such fiscal quarter:



<Table>
<Caption>
                                                             Consolidated
                        Fiscal Quarter                    Fixed Charge Ratio
                        --------------                    ------------------
<S>                                                       <C>
                             3Q01                             1.50:1.00
                             4Q01                             1.50:1.00
                             1Q02                             1.60:1.00
                             2Q02                             1.60:1.00
                             3Q02                             1.60:1.00
                             4Q02                             1.60:1.00
                             1Q03                             1.75:1.00
                             2Q03                             1.75:1.00
                             3Q03                             1.75:1.00
                             4Q03                             1.75:1.00
                          Thereafter                          2.00:1.00
</Table>



<PAGE>
                                                                              66


                  (c) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters of the Borrower ending with any fiscal quarter set forth below to be
less than the ratio set forth below opposite such fiscal quarter:



<Table>
<Caption>
                                                             Consolidated
                        Fiscal Quarter                 Interest Coverage Ratio
                        --------------                 -----------------------
<S>                                                    <C>
                             3Q01                             2.50:1.00
                             4Q01                             2.50:1.00
                             1Q02                             2.75:1.00
                             2Q02                             2.75:1.00
                             3Q02                             2.75:1.00
                             4Q02                             3.25:1.00
                             1Q03                             3.25:1.00
                             2Q03                             3.25:1.00
                             3Q03                             3.25:1.00
                             4Q03                             3.25:1.00
                             1Q04                             3.75:1.00
                             2Q04                             3.75:1.00
                             3Q04                             3.75:1.00
                             4Q04                             3.75:1.00
                          Thereafter                          4.00:1.00
</Table>

                  (d) Consolidated Total Debt. Permit the ratio of Consolidated
Total Debt to Consolidated Total Capitalization on any date during any fiscal
quarter set forth below to exceed the ratio set forth below opposite such fiscal
quarter:


<Table>
<Caption>
                                                       Consolidated Total Debt/
                        Fiscal Quarter                Total Capitalization Ratio
                        --------------                --------------------------
<S>                                                  <C>
                             3Q01                             0.65:1.00
                             4Q01                             0.65:1.00
                             1Q02                             0.65:1.00
                             2Q02                             0.65:1.00
                             3Q02                             0.65:1.00
                             4Q02                             0.60:1.00
                             1Q03                             0.60:1.00
                             2Q03                             0.60:1.00
                             3Q03                             0.60:1.00
                             4Q03                             0.60:1.00
                          Thereafter                          0.55:1.00
</Table>

                  7.2 Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, except:

                  (a) Indebtedness of any Loan Party pursuant to any Loan
         Document;



<PAGE>
                                                                              67


                  (b) Indebtedness (including, without limitation, Capital Lease
         Obligations) secured by Liens permitted by Section 7.3(g) in an
         aggregate principal amount not to exceed $75,000,000 at any one time
         outstanding;

                  (c) Indebtedness outstanding on the date hereof and listed on
         Schedule 7.2(c) and any refinancings, refundings, renewals or
         extensions thereof (without any increase in the principal amount
         thereof or any shortening of the maturity of any principal amount
         thereof);

                  (d) Guarantee Obligations made in the ordinary course of
         business by the Borrower or any of its Subsidiaries of obligations of
         the Borrower or any Subsidiary Guarantor;

                  (e) (i) Indebtedness of the Borrower in respect of the
         Exchange Notes or any Take-Out Debt and (ii) Guarantee Obligations of
         any Subsidiary Guarantor in respect of such Indebtedness; provided that
         such Guarantee Obligations are subordinated to the obligations of such
         Subsidiary Guarantor under the Guarantee and Collateral Agreement to
         the same extent as the obligations of the Borrower in respect of the
         Existing Senior Subordinated Notes are subordinated to the Obligations;

                  (f) Indebtedness owing by (i) the Borrower to Subsidiaries
         which are not Subsidiary Guarantors not to exceed $7,500,000 in the
         aggregate, (ii) any Subsidiary of the Borrower to the Borrower, (iii)
         the Borrower to any Subsidiary Guarantor, and (iv) any Subsidiary
         Guarantor to any other Subsidiary Guarantor;

                  (g) Indebtedness of the Borrower consisting of preferred
         Capital Stock;

                  (h) Guarantee Obligations of the Borrower and its Subsidiaries
         in respect of the obligations incurred by branded dealers and
         distributors in connection with retail gasoline station improvements;
         provided that the aggregate amount of outstanding Guarantee Obligations
         incurred pursuant to this Section 7.2(h), taken together with the
         aggregate amount of Investments made pursuant to Section 7.7(k), shall
         not exceed $50,000,000;

                  (i) Indebtedness assumed by the Borrower or any of its
         Subsidiaries in connection with purchases of all or substantially all
         of the Capital Stock of Persons organized under the laws of the United
         States or any state thereof and engaged in lines of business similar to
         the line of business of the Borrower on the date of this Agreement, but
         in no event in contravention of Section 4.16; provided, that the
         aggregate amount of Indebtedness so assumed pursuant to this Section
         7.2(i), taken together with the aggregate amount of Investments made
         pursuant to Section 7.7(i), shall in no event exceed $150,000,000; and

                  (j) Indebtedness of the Borrower or any of its Subsidiaries
         not otherwise permitted by this Section 7.2 in an aggregate principal
         amount (for the Borrower and all of its Subsidiaries) at any one time
         outstanding not to exceed $75,000,000.



<PAGE>
                                                                              68


                  7.3 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its Property, whether now owned or hereafter
acquired, except for:

                  (a) Liens for taxes, assessments or other governmental charges
         not yet due or which are being contested in good faith by appropriate
         proceedings, provided that adequate reserves with respect thereto are
         maintained on the books of the Borrower or its Subsidiaries, as the
         case may be, in conformity with GAAP;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business which are not overdue for a period of more than 30 days or
         that are being contested in good faith by appropriate proceedings;

                  (c) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation;

                  (d) deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (e) easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business that, in the
         aggregate, are not substantial in amount and which do not in any case
         materially detract from the value of the Property subject thereto or
         materially interfere with the ordinary conduct of the business of the
         Borrower or any of its Subsidiaries;

                  (f) (i) Liens in existence on the date hereof listed on
         Schedule 7.3(f) (or encumbering Mortgaged Properties and permitted by
         the relevant Mortgage), in each case securing Indebtedness permitted by
         Section 7.2(c) (provided that no such Lien is spread to cover any
         additional Property after the Closing Date and that the amount of
         Indebtedness secured thereby is not increased) and (ii) Liens in
         existence on the date hereof which are not known to the Borrower on the
         Closing Date but with respect to which the Borrower is in compliance
         with Section 6.12;

                  (g) Liens securing Indebtedness of the Borrower or any other
         Subsidiary incurred pursuant to Section 7.2(b) to finance the
         acquisition of, or repairs, improvements or additions to, fixed or
         capital assets, provided that (i) such Liens shall be created
         substantially simultaneously with the acquisition of such fixed or
         capital assets, (ii) such Liens do not at any time encumber any
         Property other than the Property financed by such Indebtedness and
         (iii) the amount of Indebtedness secured thereby is not increased;

                  (h) Liens created pursuant to the Security Documents;

                  (i) any interest or title of a lessor under any lease entered
         into by the Borrower or any other Subsidiary in the ordinary course of
         its business and covering only the assets so leased;



<PAGE>
                                                                              69


                  (j) any Lien securing Indebtedness, neither assumed nor
         guaranteed by the Borrower or any of its Subsidiaries nor on which it
         customarily pays interest, existing upon real estate or rights in or
         relating to real estate acquired by the Borrower for substation,
         metering station, pump station, storage, gathering line, transmission
         line, transportation line, distribution line or for right-of-way
         purposes, any Liens reserved in leases for rent and for compliance with
         the terms of the leases in the case of leasehold estates, to the extent
         that any such Lien referred to in this clause (j) does not materially
         impair the use of the Property covered by such Lien for the purposes of
         which such Property is held by the Borrower or any of its Subsidiaries;

                  (k) inchoate Liens arising under ERISA;

                  (l) any obligations or duties affecting any of the Property of
         the Borrower or its Subsidiaries to any municipality or public
         authority with respect to any franchise, grant, license or permit which
         do not materially impair the use of such Property for the purposes for
         which it is held;

                  (m) defects, irregularities and deficiencies in title of any
         rights of way or other Property of the Borrower or any Subsidiary which
         in the aggregate do not materially impair the use of such rights of way
         or other Property for the purposes for which such rights of way and
         other Property are held by the Borrower or any Subsidiary, and defects,
         irregularities and deficiencies in title to any Property of the
         Borrower or its Subsidiaries, which defects, irregularities or
         deficiencies have been cured by possession under applicable statutes of
         limitation;

                  (n) Liens in favor of collecting or payor banks having a right
         of setoff, revocation, refund or chargeback with respect to money or
         instruments of the Borrower or any of its Subsidiaries on deposit with
         or in possession of such bank;

                  (o) Liens on the Marine Services Assets and Retail Service
         Assets;

                  (p) Liens securing Indebtedness permitted pursuant to Section
         7.2(i); provided, however, that (i) such Liens are existing as of the
         date of the consummation of the acquisition of the assets encumbered by
         such Liens, (ii) are not created in contemplation of such Acquisition
         and (iii) do not spread to other assets of the Borrower or its
         Subsidiaries following the consummation of such acquisition; and

                  (q) Liens on cash or cash equivalents to secure obligations of
         the Borrower and its Subsidiaries in respect of Hedge Agreements
         entered into in the ordinary course of business and not for speculative
         purposes, and Liens with respect to hedging accounts maintained with
         dealers of NYMEX or similar contracts which require the maintenance of
         cash margin account balances.

                  7.4 Limitation on Fundamental Changes. Except for Excluded
Subsidiaries, enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or Dispose of all or substantially all of its Property or
business, except that:



<PAGE>
                                                                              70


                  (a) any Subsidiary of the Borrower may be merged or
consolidated with or into the Borrower (provided that the Borrower shall be the
continuing or surviving corporation) or with or into any Subsidiary Guarantor
(provided that (i) the Subsidiary Guarantor shall be the continuing or surviving
corporation or (ii) simultaneously with such transaction, the continuing or
surviving corporation shall become a Subsidiary Guarantor and the Borrower shall
comply with Section 6.10 in connection therewith);

                  (b) any Subsidiary of the Borrower may Dispose of any or all
of its assets (upon dividend, distribution, voluntary liquidation or otherwise)
to the Borrower or any Subsidiary Guarantor;

                  (c) so long as permitted by Section 7.7 and so long as no
Default or Event of Default shall have occurred and be continuing after giving
effect to such merger or consolidation, any Person may be merged or consolidated
with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor
shall be the continuing or surviving corporation); and

                  (d) The Borrower or its Subsidiaries may dispose of Marine
Services Assets or Pipeline Assets, provided that the requirements of Section
2.10(c) are complied with in connection therewith.

                  7.5 Limitation on Disposition of Property. Except for Excluded
Subsidiaries, dispose of any of its Property (including, without limitation,
receivables and leasehold interests), whether now owned or hereafter acquired,
or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's
Capital Stock to any Person, except:

                  (a) the Disposition of obsolete or worn out property in the
         ordinary course of business;

                  (b) the sale of inventory, hydrocarbon production, other
         mineral products and products refined therefrom in the ordinary course
         of business;

                  (c) Dispositions permitted by Section 7.4(b);

                  (d) the sale or issuance of any Subsidiary's Capital Stock to
         the Borrower or any Subsidiary Guarantor;

                  (e) any Recovery Event, provided, that the requirements of
         Section 2.10(c) are complied with in connection therewith;

                  (f) Dispositions pursuant to sale and leaseback transactions,
         in an aggregate principal amount not to exceed $50,000,000, provided
         that the requirements of Section 2.10(c) are complied with in
         connection therewith;

                  (g) other Dispositions outside the ordinary course of business
         occurring during the term of this Agreement which yield gross proceeds
         to the Borrower or any of its Subsidiaries (valued at fair market value
         in the case of non-cash proceeds) in an aggregate amount not in excess
         of $50,000,000, provided that the requirements of Section 2.10(c) are
         complied with in connection therewith; and



<PAGE>
                                                                              71


                  (h) any Disposition of Marine Services Assets or Pipeline
         Assets, provided that the requirements of Section 2.10(c) are complied
         with in connection therewith.

                  7.6 Limitation on Restricted Payments. Declare or pay any
dividend (other than dividends payable solely in common stock of the Person
making such dividend) on, or make any payment on account of, or set apart assets
for a sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any Capital Stock of the Borrower or any
Subsidiary, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or property
or in obligations of the Borrower or any Subsidiary, or enter into any
derivatives or other transaction with any financial institution, commodities or
stock exchange or clearinghouse (a "Derivatives Counterparty") obligating the
Borrower or any Subsidiary to make payments to such Derivatives Counterparty as
a result of any change in market value of any such Capital Stock (collectively,
"Restricted Payments"), except that (a) any Subsidiary may make Restricted
Payments to the Borrower or any Subsidiary Guarantor, (b) so long as no Default
or Event or Default shall be in existence, the Borrower may declare and pay
dividends on its common stock, or repurchase shares of its common stock, in an
aggregate amount not to exceed $15,000,000 in any fiscal year of the Borrower
and (c) so long as no Default or Event of Default shall be in existence, the
Borrower may declare and pay dividends on any preferred stock at the stated
rate.

                  7.7 Limitation on Investments. Make any advance, loan,
extension of credit (by way of guaranty or otherwise) or capital contribution
to, or purchase any Capital Stock, bonds, notes, debentures or other debt
securities of, or any assets constituting an ongoing business from, or make any
other investment in, any other Person (all of the foregoing, "Investments"),
except:

                  (a) extensions of trade credit in the ordinary course of
         business;

                  (b) investments in Cash Equivalents;

                  (c) Investments arising in connection with the
         incurrence of Indebtedness permitted by Section 7.2(d) and (f);

                  (d) loans and advances to employees of the Borrower or any
         Subsidiaries of the Borrower in the ordinary course of business
         (including, without limitation, for travel, entertainment and
         relocation expenses) in an aggregate amount for the Borrower and
         Subsidiaries of the Borrower not to exceed $15,000,000 at any one time
         outstanding;

                  (e) the Acquisitions;

                  (f) Investments in assets useful in the Borrower's business
         made by the Borrower or any of its Subsidiaries with the proceeds of
         any Reinvestment Deferred Amount;

                  (g) the Borrower's 50% limited partnership interest in Tesoro
         Building Project, Ltd., a Delaware limited partnership;



<PAGE>
                                                                              72


                           (h) (i) the purchase of stock issued by the Borrower
                  from participants in the incentive stock plans of the Borrower
                  made for the purpose of satisfying federal withholding tax
                  obligations of such participants as provided for under the
                  terms of such incentive stock plans or stock incentive grants
                  thereunder or (ii) the purchase of existing options issued to
                  such participants pursuant to such incentive stock plans in
                  order to make stock available for issuance to current
                  employees, provided that the aggregate amount of Investments
                  permitted pursuant to the foregoing clause (ii) during the
                  term of this Agreement shall in no event exceed $7,500,000;

                           (i) purchases of all or substantially all of the
                  Capital Stock of Persons engaged in lines of business similar
                  to the line of business of the Borrower on the date of this
                  Agreement, but in no event in contravention of Section 4.16;
                  provided that the aggregate amount of Investments made
                  pursuant to this Section 7.7(i), taken together with the
                  aggregate amount of Indebtedness assumed by the Borrower and
                  its Subsidiaries pursuant to Section 7.2(i), shall in no event
                  exceed $150,000,000;

                           (j) Investments by the Borrower or any of its
                  Subsidiaries in (i) the Borrower or any Person that, prior to
                  such investment, is a Subsidiary Guarantor or (ii) any Person
                  which is not a Subsidiary Guarantor in an aggregate amount not
                  to exceed $7,500,000;

                           (k) Investments, in an aggregate amount not exceeding
                  $50,000,000, by the Borrower or any of its Subsidiaries in the
                  businesses of branded dealers and distributors in connection
                  with retail gasoline station improvements;

                           (l) Investments by the Borrower or any of its
                  Subsidiaries consisting of the receipt by the Borrower or such
                  Subsidiary of Capital Stock or other securities, obligations
                  or production payments in settlement of debts created in the
                  ordinary course of business and owing to, or in satisfaction
                  of judgments in favor of, the Borrower or any of its
                  Subsidiaries; provided that the aggregate amount of debts so
                  settled and judgments so satisfied during the term of this
                  Agreement shall not exceed $20,000,000; and

                           (m) entering into a joint venture or partnership in
                  connection with the sale to such joint venture or partnership
                  of all or a portion of the Marine Services Assets; provided,
                  that the fair market value of the investment by the Borrower
                  and its Subsidiaries in such joint venture or partnership
                  (including the value of the Marine Services Assets transferred
                  to such joint venture or partnership) shall in no event exceed
                  $150,000,000 and the terms of such joint venture or
                  partnership shall be reasonably satisfactory to the
                  Administrative Agent in all material respects and the
                  interests of the Borrower and any of its Subsidiaries in such
                  joint venture or partnership shall be pledged to the
                  Administrative Agent, for the benefit of the Lenders, in the
                  manner provided in clauses (i) and (ii) of Section 6.10(a).

                  7.8 Limitation on Optional Payments and Modifications of Debt
Instruments, etc. (a) Make or offer to make any optional or voluntary payment,
prepayment, repurchase or redemption of, or otherwise voluntarily or optionally
defease, any Subordinated Securities (provided that the Exchange Notes may be
prepaid (x) with proceeds of the issuance of Take-Out Debt and (y) to the extent
such proceeds are sufficient to repay at least 85%, but not all, of the



<PAGE>
                                                                              73


outstanding principal amount of the Exchange Notes, by payment with funds that
are not required to be applied to mandatory prepayments pursuant to Section
2.10), or segregate funds for any such payment, prepayment, repurchase,
redemption or defeasance, or enter into any derivative or other transaction with
any Derivatives Counterparty obligating the Borrower or any Subsidiary to make
payments to such Derivatives Counterparty as a result of any change in market
value of any Subordinated Securities, (b) amend, modify or otherwise change, or
consent or agree to any amendment, modification, waiver or other change to, any
of the terms of any Subordinated Securities (other than any such amendment,
modification, waiver or other change which (i) would extend the maturity or
reduce the amount of any payment of principal thereof, reduce the rate or extend
the date for payment of interest thereon or relax any covenant or other
restriction applicable to the Borrower or any of its Subsidiaries and (ii) does
not involve the payment of a consent fee), (c) designate any Indebtedness (other
than the Obligations) as "Designated Senior Debt" (or any equivalent
designation) for the purposes of any Subordinated Securities or (d) amend its
certificate of incorporation in any manner determined by the Administrative
Agent to be adverse to the Lenders.

                  7.9 Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of Property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than the
Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise
permitted under this Agreement, (b) in the ordinary course of business of the
Borrower or such Subsidiary, as the case may be, and (c) upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary, as the
case may be, than it would obtain in a comparable arm's length transaction with
a Person that is not an Affiliate.

                  7.10 Limitation on Sales and Leasebacks. Except as permitted
by Section 7.5(f), enter into any arrangement with any Person providing for the
leasing by the Borrower or any Subsidiary of real or personal property which has
been or is to be sold or transferred by the Borrower or such Subsidiary to such
Person or to any other Person to whom funds have been or are to be advanced by
such Person on the security of such property or rental obligations of the
Borrower or such Subsidiary.

                  7.11 Limitation on Changes in Fiscal Periods. Permit the
fiscal year of the Borrower to end on a day other than December 31 or change the
Borrower's method of determining fiscal quarters.

                  7.12 Limitation on Negative Pledge Clauses. Enter into or
suffer to exist or become effective any agreement that prohibits or limits the
ability of the Borrower or any of its Subsidiaries to create, incur, assume or
suffer to exist any Lien upon any of its Property or revenues, whether now owned
or hereafter acquired, to secure the Obligations or, in the case of any
guarantor, its obligations under the Guarantee and Collateral Agreement, other
than (a) this Agreement and the other Loan Documents and (b) any agreements
governing any purchase money Liens or Capital Lease Obligations otherwise
permitted hereby (in which case, any prohibition or limitation shall only be
effective against the assets financed thereby).

                  7.13 Limitation on Restrictions on Subsidiary Distributions.
Enter into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of





<PAGE>
                                                                              74


any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock
of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any
other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary
or (c) transfer any of its assets to the Borrower or any other Subsidiary,
except for such encumbrances or restrictions existing under or by reason of (i)
any restrictions existing under the Loan Documents, the Exchange Note Indenture
or the Existing Senior Subordinated Note Indenture, (ii) any restrictions with
respect to a Subsidiary imposed pursuant to an agreement that has been entered
into in connection with the Disposition of all or substantially all of the
Capital Stock or assets of such Subsidiary and (iii) solely in the case of the
foregoing clause (c), customary non-assignment provisions in leases entered into
in the ordinary course of business and consistent with the past practices of the
Borrower and its Subsidiaries.

                  7.14 Limitation on Lines of Business. Enter into any business,
either directly or through any Subsidiary, except for those businesses in which
the Borrower and its Subsidiaries are engaged on the date of this Agreement or
that are reasonably related thereto.

                  7.15 Limitation on Amendments to Acquisition Documentation.
(a) Amend, supplement or otherwise modify (pursuant to a waiver or otherwise)
the terms and conditions of the indemnities and licenses furnished to the
Borrower or any of its Subsidiaries pursuant to the Acquisition Documentation
such that after giving effect thereto such indemnities or licenses shall be
materially less favorable to the interests of the Loan Parties or the Lenders
with respect thereto or (b) otherwise amend, supplement or otherwise modify the
terms and conditions of the Acquisition Documentation except to the extent that
any such amendment, supplement or modification could not reasonably be expected
to have a Material Adverse Effect.

                  7.16 Limitation on Activities of Qualifying Special Purpose
Subsidiaries. Permit any Qualifying Special Purpose Subsidiary to own any
material assets other than Pipeline Assets, or to engage in any business other
than the owning and operating of Pipeline Assets owned by it.

                          SECTION 8. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any Loan
         or Reimbursement Obligation when due in accordance with the terms
         hereof; or the Borrower shall fail to pay any interest on any Loan or
         Reimbursement Obligation, or any other amount payable hereunder or
         under any other Loan Document, within five days after any such interest
         or other amount becomes due in accordance with the terms hereof or
         thereof; or

                  (b) Any representation or warranty made or deemed made by any
         Loan Party herein or in any other Loan Document or that is contained in
         any certificate, document or financial or other statement furnished by
         it at any time under or in connection with this Agreement or any such
         other Loan Document shall prove to have been inaccurate in any material
         respect on or as of the date made or deemed made or furnished; or



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                  (c) Any Loan Party shall default in the observance or
         performance of any agreement contained in clause (i) or (ii) of Section
         6.4(a) (with respect to the Borrower only), Section 6.7(a) or Section 7
         of this Agreement, or in Section 5 of the Guarantee and Collateral
         Agreement or (ii) an "Event of Default" under and as defined in any
         Mortgage shall have occurred and be continuing; or

                  (d) Any Loan Party shall default in the observance or
         performance of any other agreement contained in this Agreement or any
         other Loan Document (other than as provided in paragraphs (a) through
         (c) of this Section), and such default shall continue unremedied for a
         period of 30 days; or

                  (e) The Borrower or any of its Subsidiaries shall (i) default
         in making any payment of any principal of any Indebtedness (including,
         without limitation, any Guarantee Obligation, but excluding the Loans
         and Reimbursement Obligations) on the scheduled or original due date
         with respect thereto; or (ii) default in making any payment of any
         interest on any such Indebtedness beyond the period of grace, if any,
         provided in the instrument or agreement under which such Indebtedness
         was created; or (iii) default in the observance or performance of any
         other agreement or condition relating to any such Indebtedness or
         contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event shall occur or condition exist,
         the effect of which default or other event or condition is to cause, or
         to permit the holder or beneficiary of such Indebtedness (or a trustee
         or agent on behalf of such holder or beneficiary) to cause, with the
         giving of notice if required, such Indebtedness to become due prior to
         its stated maturity or to become subject to a mandatory offer to
         purchase by the obligor thereunder or (in the case of any such
         Indebtedness constituting a Guarantee Obligation) to become payable;
         provided, that a default, event or condition described in clause (i),
         (ii) or (iii) of this paragraph (e) shall not at any time constitute an
         Event of Default unless, at such time, one or more defaults, events or
         conditions of the type described in clauses (i), (ii) and (iii) of this
         paragraph (e) shall have occurred and be continuing with respect to
         Indebtedness the outstanding principal amount of which is at least
         $15,000,000; or

                  (f) Any Loan Party shall commence any case, proceeding or
         other action (A) under any existing or future law of any jurisdiction,
         domestic or foreign, relating to bankruptcy, insolvency, reorganization
         or relief of debtors, seeking to have an order for relief entered with
         respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
         seeking reorganization, arrangement, adjustment, winding-up,
         liquidation, dissolution, composition or other relief with respect to
         it or its debts, or (B) seeking appointment of a receiver, trustee,
         custodian, conservator or other similar official for it or for all or
         any substantial part of its assets, or any Loan Party shall make a
         general assignment for the benefit of its creditors; or (ii) there
         shall be commenced against any Loan Party any case, proceeding or other
         action of a nature referred to in clause (i) above that (A) results in
         the entry of an order for relief or any such adjudication or
         appointment or (B) remains undismissed, undischarged or unbonded for a
         period of 60 days; or (iii) there shall be commenced against any Loan
         Party any case, proceeding or other action seeking issuance of a
         warrant of attachment, execution, distraint or similar process against
         all or any substantial part of its assets that results in the entry of
         an order for any such relief that shall not have been vacated,
         discharged, or stayed or bonded pending appeal within 60




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         days from the entry thereof; or (iv) any Loan Party shall take any
         action in furtherance of, or indicating its consent to, approval of, or
         acquiescence in, any of the acts set forth in clause (i), (ii), or
         (iii) above; or (v) any Loan Party shall generally not, or shall be
         unable to, or shall admit in writing its inability to, pay its debts as
         they become due; or

                  (g) Any Person shall engage in any "prohibited transaction"
         (as defined in Section 406 of ERISA or Section 4975 of the Code)
         involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan, or any Lien in favor of the PBGC or a Plan
         shall arise on the assets of the Borrower or any Commonly Controlled
         Entity, (iii) a Reportable Event shall occur with respect to, or
         proceedings shall commence to have a trustee appointed, or a trustee
         shall be appointed, to administer or to terminate, any Single Employer
         Plan, which Reportable Event or commencement of proceedings or
         appointment of a trustee is, in the reasonable opinion of the Required
         Lenders, likely to result in the termination of such Plan for purposes
         of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
         purposes of Title IV of ERISA, (v) the Borrower or any Commonly
         Controlled Entity shall, or in the reasonable opinion of the Required
         Lenders shall be likely to, incur any liability in connection with a
         withdrawal from, or the Insolvency or Reorganization of, a
         Multiemployer Plan or (vi) any other event or condition shall occur or
         exist with respect to a Plan; and in each case in clauses (i) through
         (vi) above, such event or condition, together with all other such
         events or conditions, if any, could, in the sole judgment of the
         Required Lenders, reasonably be expected to have a Material Adverse
         Effect; or

                  (h) One or more judgments or decrees shall be entered against
         the Borrower or any of its Subsidiaries involving for the Borrower and
         its Subsidiaries taken as a whole a liability (not paid or fully
         covered by insurance as to which the relevant insurance company has
         acknowledged coverage) of $15,000,000 or more, and all such judgments
         or decrees shall not have been vacated, discharged, stayed or bonded
         pending appeal within 30 days from the entry thereof; or

                  (i) Any of the Security Documents shall cease, for any reason
         (other than by reason of the express release thereof pursuant to
         Section 10.15), to be in full force and effect, or any Loan Party or
         any Affiliate of any Loan Party shall so assert, or any Lien created by
         any of the Security Documents shall cease to be enforceable and of the
         same effect and priority purported to be created thereby; or

                  (j) The guarantee contained in Section 2 of the Guarantee and
         Collateral Agreement shall cease, for any reason (other than by reason
         of the express release thereof pursuant to Section 10.15), to be in
         full force and effect or any Loan Party or any Affiliate of any Loan
         Party shall so assert; or

                  (k) Any Change of Control shall occur; or

                  (l) Any Subordinated Securities or the guarantees thereof
         shall cease, for any reason, to be validly subordinated to the
         Obligations or the obligations of the Subsidiary Guarantors under the
         Guarantee and Collateral Agreement, as the case may be, as




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                                                                              77


         provided in the relevant Indenture, or any Loan Party, any Affiliate of
         any Loan Party, the trustee in respect of any such Subordinated
         Securities or the holders of at least 25% in aggregate principal amount
         of any such Subordinated Securities shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (B) if such event is
any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Majority Revolving Credit Facility Lenders,
the Administrative Agent may, or upon the request of the Majority Revolving
Credit Facility Lenders, the Administrative Agent shall, by notice to the
Borrower declare the Revolving Credit Commitments to be terminated forthwith,
whereupon the Revolving Credit Commitments shall immediately terminate; and (ii)
with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice
to the Borrower, declare the Loans hereunder (with accrued interest thereon) and
all other amounts owing under this Agreement and the other Loan Documents
(including, without limitation, all amounts of L/C Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have presented
the documents required thereunder) to be due and payable forthwith, whereupon
the same shall immediately become due and payable. In the case of all Letters of
Credit with respect to which presentment for honor shall not have occurred at
the time of an acceleration pursuant to this paragraph, the Borrower shall at
such time deposit in a cash collateral account opened by the Administrative
Agent an amount equal to the aggregate then undrawn and unexpired amount of such
Letters of Credit. Amounts held in such cash collateral account shall be applied
by the Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned
to the Borrower (or such other Person as may be lawfully entitled thereto).

                             SECTION 9. THE AGENTS

                  9.1 Appointment; Nature of Relationship. Bank One, NA is
hereby appointed by each of the Lenders as its contractual representative
(herein referred to as the "Administrative Agent") hereunder and under each
other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Section 9.
Notwithstanding the use of the defined term "Administrative Agent," it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary responsibilities to any Lender by reason of this Agreement or any



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other Loan Document and that the Administrative Agent is merely acting as the
contractual representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Administrative Agent
(i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders within the meaning of Section 9-105 of the
Uniform Commercial Code and (iii) is acting as an independent contractor, the
rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. Each of the Lenders hereby agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.

                  9.2 Powers. The Administrative Agent shall have and may
exercise such powers under the Loan Documents as are specifically delegated to
the Administrative Agent by the terms of each thereof, together with such powers
as are reasonably incidental thereto. The Administrative Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by the Administrative Agent.

                  9.3 General Immunity. Neither the Administrative Agent nor any
of its directors, officers, agents or employees shall be liable to the Lenders
or any Lender for any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from
the gross negligence or willful misconduct of such Person.

                  9.4 No Responsibility for Loans, Recitals, etc.. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(a) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (b) the performance or observance of any of
the covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (c) the satisfaction of any condition specified in Section 5,
except receipt of items required to be delivered solely to the Administrative
Agent; (d) the existence or possible existence of any Default or Event of
Default; (e) the validity, enforceability, effectiveness, sufficiency or
genuineness of any Loan Document or any other instrument or writing furnished in
connection therewith; (f) the value, sufficiency, creation, perfection or
priority of any Lien in any collateral security; or (g) the financial condition
of the Borrower or any guarantor of any of the Obligations or of any of the
Borrower's or any such guarantor's respective Subsidiaries. The Administrative
Agent shall have no duty to disclose to the Lenders information that is not
required to be furnished by the Borrower to the Administrative Agent at such
time, but is voluntarily furnished by the Borrower to the Administrative Agent
(either in its capacity as Administrative Agent or in its individual capacity).

                  9.5 Action on Instructions of Lenders. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders (or all Lenders, in the case of
actions which, pursuant to Section 10.1, require the consent of all






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Lenders), and such instructions and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge
that the Administrative Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders (or all Lenders, in the case of actions which, pursuant to
Section 10.1, require the consent of all Lenders). The Administrative Agent
shall be fully justified in failing or refusing to take any action hereunder and
under any other Loan Document unless it shall first be indemnified to its
satisfaction by the Lenders pro rata against any and all liability, cost and
expense that it may incur by reason of taking or continuing to take any such
action.

                  9.6 Employment of Agents and Counsel. The Administrative Agent
may execute any of its duties as Administrative Agent hereunder and under any
other Loan Document by or through employees, agents, and attorneys-in-fact and
shall not be answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Administrative Agent and the Lenders and all
matters pertaining to the Administrative Agent's duties hereunder and under any
other Loan Document.

                  9.7 Reliance on Documents; Counsel. The Administrative Agent
shall be entitled to rely upon any Note, notice, consent, certificate,
affidavit, letter, telegram, statement, paper or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and, in respect to legal matters, upon the opinion of counsel selected
by the Administrative Agent, which counsel may be employees of the
Administrative Agent.

                  9.8 Administrative Agent's Reimbursement and Indemnification.
The Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Aggregate Exposure Percentages (or, if
reimbursement or indemnification is sought after the date upon which the
Commitments have been terminated and the Loans shall have been paid in full, in
proportion to their Aggregate Exposure Percentages immediately prior to such
date) (i) for any amounts not reimbursed by the Borrower for which the
Administrative Agent is entitled to reimbursement by the Borrower under the Loan
Documents, (ii) for any other expenses incurred by the Administrative Agent on
behalf of the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents (including, without
limitation, for any expenses incurred by the Administrative Agent in connection
with any dispute between the Administrative Agent and any Lender or between two
or more of the Lenders) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or arising out
of the Loan Documents or any other document delivered in connection therewith or
the transactions contemplated thereby (including, without limitation, for any
such amounts incurred by or asserted against the Administrative Agent in
connection with any dispute between the Administrative Agent and any Lender or
between two or more of the Lenders), or the enforcement of any of the terms of
the Loan Documents or of any such other documents, provided that (i) no Lender
shall be liable for any of the foregoing to the extent any of the



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foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Administrative Agent and (ii) any indemnification required pursuant to
Section 2.19 shall, notwithstanding the provisions of this Section 9.8, be paid
by the relevant Lender in accordance with the provisions thereof. The
obligations of the Lenders under this Section 9.8 shall survive payment of the
Obligations and termination of this Agreement.

                  9.9 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received written notice
from a Lender or the Borrower referring to this Agreement describing such
Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders.

                  9.10 Rights as a Lender. In the event the Administrative Agent
is a Lender, the Administrative Agent shall have the same rights and powers
hereunder and under any other Loan Document with respect to its Revolving
Commitment and its Loans as any Lender and may exercise the same as though it
were not the Administrative Agent, and the term "Lender" or "Lenders" shall, at
any time when the Administrative Agent is a Lender, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. The
Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Subsidiaries in which the Borrower or such
Subsidiary is not restricted hereby from engaging with any other Person.

                  9.11 Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on the financial statements prepared by the Borrower and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

                  9.12 Successor Administrative Agent. The Administrative Agent
may resign at any time by giving written notice thereof to the Lenders and the
Borrower, such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five days after the retiring Administrative Agent gives notice
of its intention to resign. The Administrative Agent may be removed at any time
with or without cause by written notice received by the Administrative Agent
from the Required Lenders, such removal to be effective on the date specified by
the Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint, on behalf of the Borrower and the Lenders, a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders within thirty days after the resigning
Administrative Agent's giving notice of its intention to resign, then the
resigning





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                                                                              81


Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Administrative Agent. Notwithstanding the previous sentence, the
Administrative Agent may at any time without the consent of the Borrower or any
Lender, appoint any of its Affiliates which is a commercial bank as a successor
Administrative Agent hereunder. If the Administrative Agent has resigned or been
removed and no successor Administrative Agent has been appointed, the Lenders
may perform all the duties of the Administrative Agent hereunder and the
Borrower shall make all payments in respect of the Obligations to the applicable
Lender and for all other purposes shall deal directly with the Lenders. No
successor Administrative Agent shall be deemed to be appointed hereunder until
such successor Administrative Agent has accepted the appointment. Any such
successor Administrative Agent shall be a commercial bank having capital and
retained earnings of at least $100,000,000. 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 resigning or
removed Administrative Agent. Upon the effectiveness of the resignation or
removal of the Administrative Agent, the resigning or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the Loan Documents and the resigning or removed Administrative Agent shall pay
to the successor Administrative Agent any unamortized portion of Administrative
Agent's fees previously paid to such resigning or removed Administrative Agent.
After the effectiveness of the resignation or removal of an Administrative
Agent, the provisions of this Section 9 shall continue in effect for the benefit
of such Administrative Agent in respect of any actions taken or omitted to be
taken by it while it was acting as the Administrative Agent hereunder and under
the other Loan Documents. In the event that there is a successor to the
Administrative Agent by merger, or the Administrative Agent assigns its duties
and obligations to an Affiliate pursuant to this Section 9.12, then the term
"Prime Rate" as used in this Agreement shall mean the prime rate, base rate or
other analogous rate of the new Administrative Agent. Any successor
Administrative Agent appointed pursuant to this Section 9.12 shall (unless an
Event of Default under Section 8(a) or Section 8(f) shall have occurred and be
continuing) be subject to the approval of the Borrower (which approval shall not
be unreasonably withheld or delayed).

                  9.13 Authorization to Release Liens and Guarantees. The
Administrative Agent is hereby irrevocably authorized by each of the Lenders to
effect any release of Liens or guarantee obligations contemplated by Section
10.15.

                  9.14 Delegation to Affiliates. The Borrower and the Lenders
agree that the Administrative Agent may delegate any of its duties under this
Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's
directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under Sections 9 and 10.

                  9.15 Appointment of Syndication Agent. Each Lender hereby
irrevocably designates and appoints the Syndication Agent as the agent of such
Lender under this Agreement and the other Loan Documents, and each Lender
irrevocably authorizes the Syndication Agent, in such capacity, to take such
action on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are expressly
delegated to such Agent by the terms of this Agreement and the other Loan
Documents.



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Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Syndication Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Syndication Agent.

                  9.16 Exculpatory Provisions for Syndication Agent. Neither the
Syndication Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement or any other Loan Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Loan Party or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Syndication Agent under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure of any Loan Party to
perform its obligations hereunder or thereunder. The Syndication Agent shall not
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party.

                  9.17 Syndication Agent Indemnification. The Lenders agree to
indemnify the Syndication Agent in its capacity as such (to the extent not
reimbursed the Borrower and without limiting the obligation of the Borrower to
do so), ratably according to their respective Aggregate Exposure Percentages in
effect on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentages immediately prior to such date), for,
and to save the Syndication Agent harmless from and against, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against such Agent in any way relating to
or arising out of, the Commitments, this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by such Agent under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from such Agent's gross
negligence or willful misconduct. The agreements in this Section shall survive
the payment of the Loans and all other amounts payable hereunder.

                  9.18 Arranger, Co-Documentation Agents, etc. None of the
Arranger or the Co-Documentation Agents shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those
applicable to all Lenders as such (if such Person is a




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Lender). Without limiting the foregoing, none of such Persons shall have or be
deemed to have a fiduciary relationship with any Lender. Each Lender hereby
makes the same acknowledgments with respect to such Persons and with respect to
the Syndication Agent as it makes with respect to the Administrative Agent in
Section 9.11.

                            SECTION 10. MISCELLANEOUS

                  10.1 Amendments and Waivers. Neither this Agreement or any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
Section 10.1. The Required Lenders and each Loan Party party to the relevant
Loan Document may, or (with the written consent of the Required Lenders) the
Administrative Agent and each Loan Party party to the relevant Loan Document
may, from time to time, (a) enter into written amendments, supplements or
modifications hereto and to the other Loan Documents (including amendments and
restatements hereof or thereof) for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as may be specified in the instrument of waiver, any of the
requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall:

                  (i) forgive the principal amount or extend the final scheduled
                  date of maturity of any Loan or Reimbursement Obligation,
                  extend the scheduled date of any amortization payment in
                  respect of any Term Loan, reduce the stated rate of any
                  interest or fee payable hereunder or extend the scheduled date
                  of any payment thereof, or increase the amount or extend the
                  expiration date of any Commitment of any Lender, in each case
                  without the consent of each Lender directly affected thereby;

                  (ii) amend, modify or waive any provision of this Section or
                  reduce any percentage specified in the definition of Required
                  Lenders or Required Prepayment Lenders, consent to the
                  assignment or transfer by the Borrower of any of its rights
                  and obligations under this Agreement and the other Loan
                  Documents, release all or substantially all of the Collateral
                  or release all or substantially all of the Subsidiary
                  Guarantors from their guarantee obligations under the
                  Guarantee and Collateral Agreement, in each case without the
                  consent of all Lenders;

                  (iii) amend, modify or waive any condition precedent to any
                  extension of credit under the Revolving Credit Facility or the
                  Tranche A Term Loan Facility set forth in Section 5.3
                  (including, without limitation, the waiver of an existing
                  Default or Event of Default required to be waived in order for
                  such extension of credit to be made) without the consent of
                  any Majority Facility Lenders for the relevant Facility;

                  (iv) amend, modify or waive any condition precedent to any
                  extension of credit under the Tranche A Term Loan Facility or
                  the Delayed Draw Term Loan





<PAGE>
                                                                              84


                  Facility set forth in Section 5.2 or 5.3 (including, without
                  limitation, the waiver of an existing Default or Event of
                  Default required to be waived in order for such extension of
                  credit to be made) without the consent of the Majority
                  Facility Lenders for the relevant Facility;

                  (v) reduce the percentage specified in the definition of
                  Majority Facility Lenders with respect to any Facility without
                  the written consent of all Lenders under such Facility;

                  (vi) amend, modify or waive any provision of Section 2.16
                  without the consent of each Lender directly affected thereby;

                  (vii) amend, modify or waive any provision herein which
                  affects an Agent's duties or obligations hereunder (including,
                  but not limited to, Section 9) without the written consent of
                  any Agent directly affected thereby;

                  (viii) amend, modify or waive any provision of Section 3
                  without the consent of each Issuing Lender; or

                  (ix) increase the amount of the Total Revolving Credit
                  Commitments through the addition of new Revolving Credit
                  Lenders without the consent of each Issuing Lender.

Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Loan Parties, the
Lenders, the Agents and all future holders of the Loans. In the case of any
waiver, the Loan Parties, the Lenders and the Agents shall be restored to their
former position and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon. Any such waiver,
amendment, supplement or modification shall be effected by a written instrument
signed by the parties required to sign pursuant to the foregoing provisions of
this Section; provided, that delivery of an executed signature page of any such
instrument by facsimile transmission shall be effective as delivery of a
manually executed counterpart thereof.

                  For the avoidance of doubt, this Agreement and any other Loan
Document may be amended (or amended and restated) with the written consent of
the Supermajority Lenders, the Administrative Agent and each Loan Party to each
relevant Loan Document (x) to add one or more additional credit facilities to
this Agreement and to permit the extensions of credit from time to time
outstanding thereunder and the accrued interest and fees in respect thereof
(collectively, the "Additional Extensions of Credit") to share ratably in the
benefits of this Agreement and the other Loan Documents with the Term Loans and
Revolving Extensions of Credit and the accrued interest and fees in respect
thereof and (y) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders, Required Prepayment
Lenders, Supermajority Lenders and Majority Facility Lenders; provided, however,
that no such amendment shall permit the Additional Extensions of Credit to share
ratably with or



<PAGE>
                                                                              85


with preference to the Loans in the application of mandatory prepayments without
the consent of the Required Prepayment Lenders.

                  10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed (a) in the case of the Borrower and the Agents, as follows
and (b) in the case of the Lenders, as set forth in an administrative
questionnaire delivered to the Administrative Agent or on Schedule I to the
Lender Addendum to which such Lender is a party or, in the case of a Lender
which becomes a party to this Agreement pursuant to an Assignment and
Acceptance, in such Assignment and Acceptance or (c) in the case of any party,
to such other address as such party may hereafter notify to the other parties
hereto:



        The Borrower:                 Tesoro Petroleum Corporation
                                      300 Concord Plaza Drive
                                      San Antonio, Texas 78216-6999
                                      Attention: Vice President and Treasurer
                                      Telecopy:   (210) 283-2080
                                      Telephone: (210) 283-2905

        The Syndication Agent:        Lehman Commercial Paper Inc.
                                      3 World Financial Center
                                      New York, New York 10285
                                      Attention:  Michelle Swanson
                                      Telecopy:    (212) 526-0242
                                      Telephone:  (212) 526-0330

        The Administrative Agent:     Bank One, NA
                                      1 Bank One Plaza
                                      Mail Suite IL1 0624
                                      Chicago, Illinois  60670-0624
                                      Attention: Ron Cromey
                                      Telecopy:  (312) 732-7494
                                      Telephone:  (312) 732-5635

        with a copy to:               Bank One, NA
                                      910 Travis Street
                                      6th Floor
                                      Mail Code TX2-4335
                                      Houston, Texas  77252-2629
                                      Attention: Helen Carr
                                      Telecopy:  (713) 751-3760
                                      Telephone:  (713) 751-3731


<PAGE>
                                                                              86


        Issuing Lender:              As notified by such Issuing Lender to the
                                     Administrative Agent and the Borrower


provided that any notice, request or demand to or upon any Agent, the Issuing
Lender or any Lender shall not be effective until received.

                  10.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of any Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents 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.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

                  10.4 Survival of Representations and Warranties. All
representations and warranties made herein, in the other Loan Documents and in
any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.

                  10.5 Payment of Expenses. The Borrower agrees (a) to pay or
reimburse the Agents for all their reasonable out-of-pocket costs and expenses
incurred in connection with the syndication of the Facilities (other than fees
payable to syndicate members) and the development, preparation and execution of,
and any amendment, supplement or modification to, this Agreement and the other
Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees and disbursements and other charges of counsel to the Arranger and the
charges of Intralinks, (b) to pay or reimburse each Lender and the Agents for
all their reasonable costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other Loan
Documents and any other documents prepared in connection herewith or therewith,
including, without limitation, the fees and disbursements of counsel (including
the allocated fees and disbursements and other charges of in-house counsel) to
each Lender and of counsel to the Agents, (c) to pay, indemnify, or reimburse
each Lender and the Agents for, and hold each Lender and the Agents harmless
from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other
Loan Documents and any such other documents, and (d) to pay, indemnify or
reimburse each Lender, each Agent, their respective affiliates, and their
respective officers, directors, trustees, employees, advisors, agents and
controlling persons (each, an "Indemnitee") for, and hold each Indemnitee
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement, the other Loan
Documents and







<PAGE>
                                                                              87


any such other documents, including, without limitation, any of the foregoing
relating to the use of proceeds of the Loans or the violation of, noncompliance
with or liability under, any Environmental Law applicable to the operations of
the Borrower any of its Subsidiaries or any of the Properties and the fees and
disbursements and other charges of legal counsel in connection with claims,
actions or proceedings by any Indemnitee against the Borrower hereunder (all the
foregoing in this clause (d), collectively, the "Indemnified Liabilities"),
provided, that the Borrower shall have no obligation hereunder to any Indemnitee
with respect to Indemnified Liabilities to the extent such Indemnified
Liabilities are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnitee. Without limiting the foregoing, and to the extent
permitted by applicable law, the Borrower agrees not to assert and to cause its
Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries so to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. No Indemnitee shall be liable for any damages
arising from the use by unauthorized Persons of information or other materials
sent through electronic, telecommunications or other information transmission
systems that are intercepted by such Persons. All amounts due under this Section
shall be payable not later than 30 days after written demand therefor.
Statements payable by the Borrower pursuant to this Section shall be submitted
to Vice President and Treasurer (Telephone No.: (210) 283-2905) (Fax No.: (210)
283-2080), at the address of the Borrower set forth in Section 10.2, or to such
other Person or address as may be hereafter designated by the Borrower in a
notice to the Administrative Agent. The agreements in this Section shall survive
repayment of the Loans and all other amounts payable hereunder.

                  10.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Agents, all future holders of the Loans and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of the Agents and each Lender.

                  (b) Any Lender may, without the consent of the Borrower, in
accordance with applicable law, at any time sell to one or more banks, financial
institutions or other entities (each, a "Participant") participating interests
in any Loan owing to such Lender, any Commitment of such Lender or any other
interest of such Lender hereunder and under the other Loan Documents. In the
event of any such sale by a Lender of a participating interest to a Participant,
such Lender's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Loan for all purposes under this Agreement and the other Loan Documents, and the
Borrower and the Agents shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and the other Loan Documents. In no event shall any Participant under
any such participation have any right to approve any amendment or waiver of any
provision of any Loan Document, or any consent to any departure by any Loan
Party therefrom, except to the extent that such amendment, waiver or consent
would require the consent of all Lenders pursuant to Section 10.1. The Borrower
agrees that if amounts outstanding under this Agreement and the Loans are due or
unpaid, or shall have been declared or shall have become due and payable upon





<PAGE>
                                                                              88


the occurrence of an Event of Default, each Participant shall, to the maximum
extent permitted by applicable law, be deemed to have the right of setoff in
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement, provided that, in purchasing
such participating interest, such Participant shall be deemed to have agreed to
share with the Lenders the proceeds thereof as provided in Section 10.7(a) as
fully as if such Participant were a Lender hereunder. The Borrower also agrees
that each Participant shall be entitled to the benefits of Sections 2.17, 2.18
and 2.19 with respect to its participation in the Commitments and the Loans
outstanding from time to time as if such Participant were a Lender; provided
that, in the case of Section 2.18, such Participant shall have complied with the
requirements of said Section, and provided, further, that no Participant shall
be entitled to receive any greater amount pursuant to any such Section than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred.

                  (c) Any Lender (an "Assignor") may, in accordance with
applicable law and upon written notice to the Administrative Agent, at any time
and from time to time assign to any Lender or any affiliate or Control
Investment Affiliate thereof or, with the consent of the Borrower and the
Administrative Agent and, in the case of any assignment of Revolving Credit
Commitments, the written consent of the Issuing Lender (which, in each case,
shall not be unreasonably withheld or delayed) (provided that (x) the consent of
the Borrower and the Administrative Agent need not be obtained with respect to
any assignment by any Lehman Entity and (y) the consent of the Borrower need not
be obtained with respect to any assignment of funded Tranche B Term Loans), to
an additional bank, financial institution or other entity (an "Assignee") all or
any part of its rights and obligations under this Agreement pursuant to an
Assignment and Acceptance, substantially in the form of Exhibit E, executed by
such Assignee and such Assignor (and, where the consent of the Borrower, the
Agents or the Issuing Lender is required pursuant to the foregoing provisions,
by the Borrower and such other Persons) and delivered to the Administrative
Agent for its acceptance and recording in the Register; provided that no such
assignment to an Assignee (other than any Lender or any affiliate thereof) shall
be in an aggregate principal amount of less than $1,000,000, in the case of
assignments of Loans and/or Commitments under the Tranche B Term Loan Facility,
or $5,000,000, in the case of assignments of Loans and/or Commitments under any
other Facility (in each case other than in the case of an assignment of all of a
Lender's interests under this Agreement), unless otherwise agreed by the
Borrower and the Administrative Agent. Any such assignment need not be ratable
as among the Facilities. Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder with Commitments and/or Loans as set forth
therein, and (y) the Assignor thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of an Assignor's
rights and obligations under this Agreement, such Assignor shall cease to be a
party hereto, except as to Section 2.17, 2.18 and 10.5 in respect of the period
prior to such effective date). Notwithstanding any provision of this Section,
the consent of the Borrower shall not be required for any assignment that occurs
at any time when any Event of Default shall have occurred and be continuing.



<PAGE>
                                                                              89


                  (d) The Administrative Agent shall, on behalf of the Borrower,
maintain at its address referred to in Section 10.2 a copy of each Assignment
and Acceptance delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Lenders and the Commitment of, and
principal amount of the Loans owing to, each Lender from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, each Agent and the Lenders shall treat each Person whose name
is recorded in the Register as the owner of the Loans and any Notes evidencing
such Loans recorded therein for all purposes of this Agreement. Any assignment
of any Loan, whether or not evidenced by a Note, shall be effective only upon
appropriate entries with respect thereto being made in the Register (and each
Note shall expressly so provide). Any assignment or transfer of all or part of a
Loan evidenced by a Note shall be registered on the Register only upon surrender
for registration of assignment or transfer of the Note evidencing such Loan,
accompanied by a duly executed Assignment and Acceptance; thereupon one or more
new Notes in the same aggregate principal amount shall be issued to the
designated Assignee, and the old Notes shall be returned by the Administrative
Agent to the Borrower marked "canceled". The Register shall be available for
inspection by the Borrower or any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an Assignor and an Assignee (and, in any case where the consent of any other
Person is required by Section 10.6(c), by each such other Person) together with
payment to the Administrative Agent of a registration and processing fee of
$3,500 (except that no such registration and processing fee shall be payable in
connection with an assignment by or to a Lehman Entity), the Administrative
Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the
effective date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Borrower. On or prior to such effective date, the Borrower, at its own
expense, upon request, shall execute and deliver to the Administrative Agent (in
exchange for the Revolving Credit Note and/or applicable Term Notes, as the case
may be, of the assigning Lender) a new Revolving Credit Note and/or applicable
Term Notes, as the case may be, to the order of such Assignee in an amount equal
to the Revolving Credit Commitment and/or applicable Term Loans, as the case may
be, assumed or acquired by it pursuant to such Assignment and Acceptance and, if
the Assignor has retained a Revolving Credit Commitment and/or Term Loans, as
the case may be, upon request, a new Revolving Credit Note and/or Term Notes, as
the case may be, to the order of the Assignor in an amount equal to the
Revolving Credit Commitment and/or applicable Term Loans, as the case may be,
retained by it hereunder. Such new Note or Notes shall be dated the Closing Date
and shall otherwise be in the form of the Note or Notes replaced thereby.

                  (f) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section concerning assignments of Loans
and Notes relate only to absolute assignments and that such provisions do not
prohibit assignments creating security interests in Loans and Notes, including,
without limitation, any pledge or assignment by a Lender of any Loan or Note to
any Federal Reserve Bank in accordance with applicable law; provided that all
related costs, fees and expenses assessed against or incurred by such Lender
solely in connection with any such assignment to any Federal Reserve Bank or any
related re-assignment to such Lender shall be for the sole account of such
Lender.



<PAGE>
                                                                              90


                  (g) Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose funding vehicle
(an "SPC"), identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower, the option to provide to
the Borrower all or any part of any Loan that such Granting Lender would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan and (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. The making of a Loan
by an SPC hereunder shall utilize the Commitment of the Granting Lender to the
same extent, and as if, such Loan were made by such Granting Lender. Each party
hereto hereby agrees that no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement (all liability for which shall remain
with the Granting Lender). In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any state thereof. In
addition, notwithstanding anything to the contrary in this Section 10.6(g), any
SPC may (A) with notice to, but without the prior written consent of, the
Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender, or with the prior written consent of the Borrower and the Administrative
Agent (which consent shall not be unreasonably withheld) to any financial
institutions providing liquidity and/or credit support to or for the account of
such SPC to support the funding or maintenance of Loans, and (B) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC; provided that non-public
information with respect to the Borrower may be disclosed only with the
Borrower's consent which will not be unreasonably withheld. This paragraph (g)
may not be amended without the written consent of any SPC with Loans outstanding
at the time of such proposed amendment.

                  10.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement provides for payments to be allocated to a particular Lender or to the
Lenders under a particular Facility, if any Lender (a "Benefitted Lender") shall
at any time receive any payment of all or part of the Obligations owing to it,
or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 8(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Obligations, such Benefitted Lender shall purchase for
cash from the other Lenders a participating interest in such portion of each
such other Lender's Obligations, or shall provide such other Lenders with the
benefits of any such collateral, as shall be necessary to cause such Benefitted
Lender to share the excess payment or benefits of such collateral ratably with
each of the Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such Benefitted Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.



<PAGE>
                                                                              91


                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise), to set off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower. Each Lender agrees
promptly to notify the Borrower and the Administrative Agent after any such
setoff and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such setoff and application.

                  10.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Agreement or of a Lender Addendum by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof. A set of the copies of
this Agreement signed by all the parties shall be lodged with the Borrower and
the Administrative Agent.

                  10.9 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  10.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Agents, the Arranger and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Arranger, any Agent
or any Lender relative to subject matter hereof not expressly set forth or
referred to herein or in the other Loan Documents.

                  10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  10.12 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

                  (a) submits for itself and its Property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;



<PAGE>
                                                                              92


                  (b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

                  (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in Section 10.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this Section any special, exemplary, punitive or consequential damages.

                  10.13 Acknowledgments. The Borrower hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents;

                  (b) neither the Arranger, any Agent nor any Lender has any
fiduciary relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Arranger, the Agents and the Lenders, on one hand, and
the Borrower, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Arranger, the Agents and the Lenders or among the Borrower and the
Lenders.

                  10.14 Confidentiality. Each of the Agents and the Lenders
agrees to keep confidential all non-public information provided to it by any
Loan Party pursuant to this Agreement that is designated by such Loan Party as
confidential; provided that nothing herein shall prevent any Agent or any Lender
from disclosing any such information (a) to the Arranger, any Agent, any other
Lender or any affiliate of any thereof, (b) to any Participant or Assignee
(each, a "Transferee") or prospective Transferee that agrees to comply with the
provisions of this Section, (c) to any of its employees, directors, agents,
attorneys, accountants and other professional advisors, (d) to any financial
institution that is a direct or indirect contractual counterparty in swap
agreements or such contractual counterparty's professional advisor (so long as
such contractual counterparty or professional advisor to such contractual
counterparty agrees to be bound by the provisions of this Section), (e) upon the
request or demand of any Governmental Authority having jurisdiction over it, (f)
in response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law (exclusive of any
organizational or governance document of such Agent or Lender), (g) that has
been publicly disclosed other than in breach of this Section, (h) to the
National Association of Insurance Commissioners or any similar organization or
any nationally recognized rating







<PAGE>
                                                                              93


agency that requires access to information about a Lender's investment portfolio
in connection with ratings issued with respect to such Lender or (i) in
connection with the exercise of any remedy hereunder or under any other Loan
Document. In the event that any Agent or Lender shall have received a demand or
request, or intends to respond to or otherwise satisfy a requirement, for the
delivery of any such confidential information pursuant to the foregoing clause
(f), such Agent or Lender promptly shall make reasonable efforts to notify the
Borrower thereof within any applicable time period permitted to contest
compliance with any such demand, request or requirement; provided, that in no
event shall any Lender or Agent be liable for any action taken pursuant to such
clause (f) or for any failure so to notify the Borrower in accordance with the
foregoing.

                  10.15 Release of Collateral and Guarantee Obligations. (a)
Notwithstanding anything to the contrary contained herein or in any other Loan
Document, upon request of the Borrower in connection with any Disposition of
Property permitted by the Loan Documents, the Administrative Agent shall
(without notice to, or vote or consent of, any Lender, or any affiliate of any
Lender that is a party to any Specified Hedge Agreement) take such actions as
shall be required to release its security interest in any Collateral being
Disposed of in such Disposition, and to release any guarantee obligations under
any Loan Document of any Person being Disposed of in such Disposition, to the
extent necessary to permit consummation of such Disposition in accordance with
the Loan Documents.

                  (b) Notwithstanding anything to the contrary contained herein
or any other Loan Document, when all Obligations (other than obligations in
respect of any Specified Hedge Agreement) have been paid in full, all
Commitments have terminated or expired and no Letter of Credit shall be
outstanding, upon request of the Borrower, the Administrative Agent shall
(without notice to, or vote or consent of, any Lender, or any affiliate of any
Lender that is a party to any Specified Hedge Agreement) take such actions as
shall be required to release its security interest in all Collateral, and to
release all guarantee obligations under any Loan Document, whether or not on the
date of such release there may be outstanding Obligations in respect of
Specified Hedge Agreements. Any such release of guarantee obligations shall be
deemed subject to the provision that such guarantee obligations shall be
reinstated if after such release any portion of any payment in respect of the
Obligations guaranteed thereby shall be rescinded or must otherwise be restored
or returned upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Borrower or any Subsidiary Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Borrower or any Subsidiary Guarantor or any
substantial part of its property, or otherwise, all as though such payment had
not been made.

                  10.16 Enforceability; Usury. In no event shall any provision
of this Agreement, the Notes, or any other instrument evidencing or securing the
indebtedness of the Borrower hereunder ever obligate the Borrower to pay or
allow any Lender to collect interest on the Loans or any other indebtedness of
the Borrower hereunder at a rate greater than the maximum non-usurious rate
permitted by applicable law (herein referred to as the "Highest Lawful Rate"),
or obligate the Borrower to pay any taxes, assessments, charges, insurance
premiums or other amounts to the extent that such payments, when added to the
interest payable on the Loans, would be held to constitute the payment by the
Borrower of interest at a rate greater than the Highest Lawful Rate; and this
provision shall control over any provision to the contrary.



<PAGE>
                                                                              94


                  Without limiting the generality of the foregoing, in the event
the maturity of all or any part of the principal amount of the indebtedness of
the Borrower hereunder shall be accelerated for any reason, then such principal
amount so accelerated shall be credited with any interest theretofore paid
thereon in advance and remaining unearned at the time of such acceleration. If,
pursuant to the terms of this Agreement or the Notes, any funds are applied to
the payment of any part of the principal amount of the indebtedness of the
Borrower hereunder prior to the maturity thereof, then (a) any interest which
would otherwise thereafter accrue on the principal amount so paid by such
application shall be canceled, and (b) the indebtedness of the Borrower
hereunder remaining unpaid after such application shall be credited with the
amount of all interest, if any, theretofore collected on the principal amount so
paid by such application and remaining unearned at the date of said application;
and if the funds so applied shall be sufficient to pay in full all the
indebtedness of the Borrower hereunder, then the Lenders shall refund to the
Borrower all interest theretofore paid thereon in advance and remaining unearned
at the time of such acceleration. All sums paid or agreed to be paid to the
Administrative Agent or to any Lender for the use, forbearance or detention of
sums due hereunder shall, to the extent permitted by law applicable to the
Administrative Agent or such Lender, be amortized, prorated, allocated and
spread throughout the full term of the Loans until paid in full, so that the
rate or amount of interest on account of any Loans or other amounts hereunder
does not exceed the maximum amount allowed by such applicable law. Regardless of
any other provision in this Agreement, or in any of the written evidences of the
indebtedness of the Borrower hereunder, the Borrower shall never be required to
pay any unearned interest on such indebtedness or any portion thereof, and shall
never be required to pay interest thereon at a rate in excess of the Highest
Lawful Rate construed by courts having competent jurisdiction thereof.

                  10.17 Accounting Changes. In the event that any "Accounting
Change" (as defined below) shall occur and such change results in a change in
the method of calculation of financial covenants, standards or terms in this
Agreement, then the Borrower and the Administrative Agent agree to enter into
negotiations in order to amend such provisions of this Agreement so as to
equitably reflect such Accounting Change with the desired result that the
criteria for evaluating the Borrower's financial condition shall be the same
after such Accounting Change as if such Accounting Change had not been made.
Until such time as such an amendment shall have been executed and delivered by
the Borrower, the Administrative Agent and the Required Lenders, all financial
covenants, standards and terms in this Agreement shall continue to be calculated
or construed as if such Accounting Change had not occurred. "Accounting Change"
refers to any change in accounting principles required or permitted by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants or, if applicable, the SEC.

                  10.18 Delivery of Lender Addenda. Each initial Lender shall
become a party to this Agreement by delivering to the Administrative Agent a
Lender Addendum duly executed by such Lender, the Borrower and the
Administrative Agent.

                  10.19 Notice of Remedies Pursuant to Alaskan Law. Notice is
hereby served that each of the Borrower and the Subsidiary Guarantors is
personally obligated and (in the case of the Subsidiary Guarantors, subject to
the terms and provisions of the Guarantee and Collateral Agreement) fully liable
for the amount due under any Loan made or Note issued under this






<PAGE>
                                                                              95


Agreement. The Administrative Agent, for the benefit of the Lenders, has the
right to sue on any such Loan or Note and obtain a personal judgment against the
Borrower or any such Subsidiary Guarantor for satisfaction of the amount due
under any such Loan or Note either before or after a judicial foreclosure on any
Collateral.

                  10.20 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.

                     [Rest of page left intentionally blank]


<PAGE>




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


                             TESORO PETROLEUM CORPORATION

                             By:       /s/ GREGORY A. WRIGHT
                                ---------------------------------------------
                                  Name:    Gregory A. Wright
                                  Title:   Senior Vice President and Chief
                                           Financial Officer

                             LEHMAN BROTHERS INC., as Arranger

                             By:       /s/ JEFF GOODWIN
                                ---------------------------------------------
                                  Name:    Jeff Goodwin
                                  Title:   Vice President

                             LEHMAN COMMERCIAL PAPER INC., as
                             Syndication Agent

                             By:       /s/ JEFF GOODWIN
                                ---------------------------------------------
                                  Name:    Jeff Goodwin
                                  Title:   Authorized Signatory

                             BANK ONE, NA, as Administrative Agent

                             By:      /s/ FRANK L. GROSSMAN
                                ---------------------------------------------
                                  Name:   Frank L. Grossman
                                  Title:  Director - Capital Markets




<PAGE>

                                                                               2


                             ABN AMRO BANK N.V., as Documentation
                             Agent

                             By:       /s/ JEFF WHITE
                                ---------------------------------------------
                                  Name:    Jeff White
                                  Title:   Vice President

                             By:       /s/ BO FORD
                                ---------------------------------------------
                                  Name:    Bo Ford
                                  Title:   Assistant Vice President

                             BANK OF AMERICA, N.A., as Documentation
                             Agent

                             By:      /s/ CLAIRE LIU
                                ---------------------------------------------
                                  Name:   Claire Liu
                                  Title:  Managing Director

                             CREDIT LYONNAIS NEW YORK BRANCH,
                             as Documentation  Agent

                             By:      /s/ PHILLIPPE SOUSTRA
                                ---------------------------------------------
                                  Name:   Phillippe Soustra
                                  Title:  Executive Vice President

                             THE BANK OF NOVA SCOTIA, as
                             Documentation Agent

                             By:      /s/ M.D. SMITH
                                ---------------------------------------------
                                  Name:   M.D. Smith
                                  Title:  Agent

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





<PAGE>


                                                                         Annex A

                                  PRICING GRID

NON-INVESTMENT GRADE PRICING GRID

<Table>
<Caption>
                                      Revolving Credit Loans, Tranche A Term
                                          Loans, Delayed Draw Term Loans                Tranche B Term Loans
                                     ----------------------------------------- ----------------------------------------
                                      Applicable Margin                         Applicable Margin
                                        for Eurodollar     Applicable Margin      for Eurodollar     Applicable Margin
    Consolidated Leverage Ratio             Loans         for Base Rate Loans         Loans         for Base Rate Loans
------------------------------------ -------------------- -------------------- ------------------- --------------------
<S>                                  <C>                  <C>                  <C>                 <C>
       > or = to 3.75:1:00                 2.250%               1.250%               2.750%              1.750%
------------------------------------ -------------------- -------------------- ------------------- --------------------
> or = to 3.50:1.00 but < 3.75:1.00        2.000%               1.000%               2.750%              1.750%
------------------------------------ -------------------- -------------------- ------------------- --------------------
> or = to 3.00:1.00 but < 3.50:1.00        1.750%               0.750%               2.750%              1.750%
------------------------------------ -------------------- -------------------- ------------------- --------------------
> or = to 2.50:1.00 but < 3.00:1.00        1.500%               0.500%               2.750%              1.750%
------------------------------------ -------------------- -------------------- ------------------- --------------------
            < 2.50:100                     1.250%               0.250%               2.500%              1.500%
</Table>


INVESTMENT GRADE PRICING GRID

<Table>
<Caption>
                                      Revolving Credit Loans, Tranche A Term
                                          Loans, Delayed Draw Term Loans                Tranche B Term Loans
                                     ----------------------------------------- ----------------------------------------
                                      Applicable Margin                         Applicable Margin
                                        for Eurodollar     Applicable Margin      for Eurodollar     Applicable Margin
    Consolidated Leverage Ratio             Loans         for Base Rate Loans         Loans         for Base Rate Loans
------------------------------------ -------------------- -------------------- ------------------- --------------------
<S>                                  <C>                  <C>                  <C>                 <C>
        > or = to 3.75:1:00                2.125%               1.125%               2.625%              1.625%
------------------------------------ -------------------- -------------------- ------------------- --------------------
> or = to 3.50:1.00 but < 3.75:1.00        1.875%               0.875%               2.625%              1.625%
------------------------------------ -------------------- -------------------- ------------------- --------------------
> or = to 3.00:1.00 but < 3.50:1.00        1.625%               0.625%               2.625%              1.625%
------------------------------------ -------------------- -------------------- ------------------- --------------------
> or = to 2.50:1.00 but < 3.00:1.00        1.375%               0.375%               2.625%              1.625%
------------------------------------ -------------------- -------------------- ------------------- --------------------
            < 2.50:100                     1.125%               0.125%               2.500%              1.500%
</Table>


This Pricing Grid shall be effective on and after the date on which the Borrower
delivers, in accordance with Section 6.1(a), the audited financial statements of
the Borrower and its consolidated Subsidiaries for the fiscal year ended
December 31, 2001. The Investment Grade Pricing Grid shall apply as of any date
on which the Facilities are rated at least BBB- by Standard & Poor's Rating
Services and Baa3 by Moody's Investors Service, Inc.; the Non-Investment Grade
Pricing Grid shall apply at all other times.



<PAGE>


Changes in the Applicable Margin with respect to any Loans resulting from
changes in the Consolidated Leverage Ratio shall become effective on the date
(the "Adjustment Date") on which financial statements are delivered to the
Lenders pursuant to Section 6.1 (but in any event not later than the 60th day
after the end of each of the first three quarterly periods of each fiscal year
or the 105th day after the end of each fiscal year, as the case may be) and
shall remain in effect until the next change to be effected pursuant to this
paragraph. If any financial statements referred to above are not delivered
within the time periods specified above, then, until such financial statements
are delivered, the Consolidated Leverage Ratio as at the end of the fiscal
period that would have been covered thereby shall for the purposes of this
definition be deemed to be greater than 3.75 to 1.00. Each determination of the
Consolidated Leverage Ratio pursuant to this definition shall be made with
respect to the period of four consecutive fiscal quarters of the Borrower and
its consolidated Subsidiaries ending at the end of the period covered by the
relevant consolidated financial statements.