SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

                

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

                 


For the Quarter Ended September 30, 1996			    
Commission File Number 1-10091



HUNTWAY PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)


                  Delaware                                 		
			      36-3601653
      (State or Other Jurisdiction of                  		
			  (I.R.S. Employer
      Incorporation or Organization)                    		
			  Identification No.)


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

Registrant's Telephone Number Including Area Code:  (805) 286-
1582

                  


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








QUARTERLY REPORT ON FORM 10-Q

HUNTWAY PARTNERS, L.P.

For the Quarter Ended September 30, 1996

                        


INDEX


												
Part I.  Financial Information							          
Page

	Condensed Consolidated Balance Sheets as
	  of September 30, 1996 and December 31, 1995	3

	Condensed Consolidated Statements of
	  Operations for the Three and Nine Months
	  Ended September 30, 1996 and 1995	4 

	Condensed Consolidated Statement of 
	  Partners' Capital (Deficiency) for the Nine Months
	  Ended September 30, 1996	4 

	Condensed Consolidated Statements of Cash
	  Flows for the Nine Months Ended
	  September 30, 1996 and 1995	5 

	Notes to Condensed Consolidated
	  Financial Statements	6

	Management's Discussion and Analysis
	  of Results of Operations and
	  Financial Condition	8


Part II.  Other Information	14



<TABLE>
HUNTWAY PARTNERS, L.P. 			
				
	
CONDENSED CONSOLIDATED BALANCE SHEETS			
				
	
(in thousands) 			
				
				
<CAPTION>		
                                       	September 30,	   		December 31,		
                                     			1996	 	           	1995		
                                     			(Unaudited)     			(Audited)		 
<S>                                     <C>                <C>
CURRENT ASSETS:			
				
Cash	                                  	$	4,381          		$	4,304 
		
Accounts Receivable	                    		8,398 	          		4,820 		
Inventories		                            	4,224           			3,320 		
Prepaid Expenses	                         		782             			676 		
Total Current Assets	                  		17,785          			13,120 		
				
PROPERTY - Net		                        	59,513          			58,677 		
				
OTHER ASSETS	                           		1,381             			780 		
				
GOODWILL	                               		1,773           			1,816 		
				
TOTAL ASSETS                         		$	80,452         		$	74,393 		
				
CURRENT LIABILITIES:			
	
Accounts  Payable	                     	$	8,814         		$	6,582 		
Current Portion of Long-Term 
Obligations                           			94,345         			94,445 		
Accrued Interest		                       	4,712          			1,417 		
Other Accrued Liabilities		              	2,274          			2,113 		
Total Current Liabilities		            	110,145        			104,557 		
				
LONG-TERM OBLIGATIONS                    			350            			350 		

PARTNERS' CAPITAL:			
				
General Partners                        			(300)          			(305)		
Limited Partners		                     	(29,743)       			(30,209)		
Total Partners' Capital (Deficiency)		 	(30,043)		       	(30,514)		
TOTAL LIABILITIES AND			
PARTNERS' CAPITAL                    		$	80,452        		$	74,393 		
</TABLE>
				

<TABLE>
HUNTWAY PARTNERS, L.P.										
				
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS					
									
(in thousands)												
<CAPTION>		
              				Three Months			Three Months			Nine Months			Nine Months	
              				Ended	       		Ended	       		Ended       		Ended	
              				Sept. 30,	   		Sept. 30,   			Sept. 30,  			Sept. 30,	
              				1996        			1995        			1996       			1995	
              				Unaudited   			Unaudited	   		Unaudited  			Unaudited	
<S>               <C>            <C>            <C>           <C>														
SALES		          	$	30,829     		$	27,345     		$	74,137    		$	60,684 	
														
COSTS AND EXPENSES:											
			
Material and 
Processing Costs				26,636      			24,301     			65,471     			57,667 	
Selling and 
Administration 
Expenses           				906         			895     	 		2,696      			2,818 	
Interest Expense		 		1,310       			1,328      			3,833      			3,884 	
Depreciation and 
Amortization		       		620         			661      			1,666 	     		1,829 	
														
Total Costs and 
Expenses		        		29,472      			27,185     			73,666     			66,198 	
														
NET INCOME (LOSS) 	$	1,357        		$	160       		$	471    		$	(5,514)	
														
NET INCOME (LOSS) 
PER UNIT		         	$	0.12       		$	0.01      		$	0.04     		$	(0.47)	
														
LIMITED PARTNER EQUIVALENT									
					
UNITS OUTSTANDING			11,673      			11,673     			11,673     			11,673 	
</TABLE>

<TABLE>
HUNTWAY PARTNERS, L.P. 									
			
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL 
(DEFICIENCY)											
	
(in thousands)											
	
<CAPTION>												
                                       					General 			Limited			
                                       					Partners			Partners			Totals	
<S>                                         <C>        <C>        <C>												
Balance at January 1, 1996		              		$	(305)  		$	(30,209) $	(30,514)	
 								 			 	
Net Income for the Nine Months							
					
    Ended September 30, 1996			                		5        			466     			471 	
												
Balance at September 30, 1996	           			$	(300)  		$	(29,743) $	(30,043)	
</TABLE>
												
<TABLE>
HUNTWAY PARTNERS, L.P. 					
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS				
	
(in thousands) 					
					
<CAPTION>					
                                             		Nine        			Nine
                                             		Months Ended			Months Ended
                                          	   	September 30, 	September 30,
                                             		1996        			1995
                                             		(Unaudited) 			(Unaudited)
<S>                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:					
Net Income/(Loss)                             	$   	471     		$	(5,514)
Adjustments to Reconcile Net Loss		 			 
to Net Cash Provided by Operating Activities:		 		
	 
Interest Expense Paid by the Issuance of Notes	      	0       			1,692 
Depreciation and Amortization	                   	1,666       			1,829 
Changes in Operating Assets and Liabilities:					 
Increase in Accounts Receivable	                	(3,578)     			(5,830)
Decrease/(Increase) in Inventories               		(924)        			428 
Decrease/(Increase) in Prepaid Expenses	          	(110)         			94 
Increase in Accounts Payable                    		2,232       			2,546 
Increase in Accrued Liabilities                 		3,456 	      		1,151 
 	 	 			 
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		3,213      			(3,604)
					
CASH FLOWS FROM INVESTING ACTIVITIES:					
Additions to Property                          		(2,293)	       		(186)
Additions to Other Assets	                        	(743)       			(108)
 	 				 
NET CASH USED BY INVESTING ACTIVITIES	          	(3,036)       			(294)
 		 			 
CASH FLOWS FROM FINANCING ACTIVITIES:		 			 
Repayment of Long-term Obligations	               	(100)       			(365)
 		 			 
NET CASH USED  BY FINANCING ACTIVITIES 	          	(100)       			(365)
 		 			 
NET INCREASE/(DECREASE) IN CASH                    		77      			(4,263)
 	 	 			 
CASH BALANCE - BEGINNING OF PERIOD	              	4,304       			5,984 
 					
CASH BALANCE - END OF PERIOD                   	$	4,381      		$	1,721 
					
INTEREST PAID  IN CASH DURING THE PERIOD         	$	275      		$	1,114 
</TABLE>
					
		
		
HUNTWAY PARTNERS, L.P. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	The accompanying condensed consolidated financial statements 
of Huntway Partners, L.P. and subsidiary as of September 30, 1996 
and for the three and nine month periods ended September 30, 1996 
and 1995 are unaudited, but in the opinion of management, reflect 
all adjustments (consisting only of normal recurring adjustments) 
necessary for a fair presentation of such financial statements in 
accordance with generally accepted accounting principles.  The 
results of operations for an interim period are not necessarily 
indicative of results for a full year.  The condensed 
consolidated financial statements should be read in conjunction 
with the consolidated financial statements and notes thereto 
contained in the Partnership's annual report for the year ended 
December 31, 1995.

	Crude oil and finished product inventories are stated at 
cost determined by the last-in, first-out method, which is not in 
excess of market.  For the first nine months of 1996 and 1995, 
the effect of LIFO was to increase the net loss by $590,000 and 
$1,020,000, respectively.  For the third quarter of 1996 and 
1995, the effect of LIFO was to decrease net income by $100,000 
and to increase net income by $616,000, respectively.

	Inventories at September 30, 1996 and December 31, 1995 were 
as follows:
<TABLE>
<CAPTION>
                                       			1996	        	1995
<S>                                       <C>           <C>				
Finished Products	                      	 $1,846,000 		 $2,295,000 
Crude Oil and Supplies		                   4,138,000  		 2,195,000 
                                        		 5,984,000  		 4,490,000 
Less LIFO Reserve                      		 (1,760,000)		 (1,170,000)
				
Total                                  		 $4,224,000 		 $3,320,000 
</TABLE>
				
2.  FINANCIAL ARRANGEMENTS

	On December 4, 1995, the Partnership announced that it did 
not make its scheduled $1,000,000 debt payment due November 30, 
1995 and was, therefore, in default under its indenture.  At that 
time, the Partnership was verbally informed by substantially all 
of its senior lenders that they did not intend to pursue their 
remedies under the current indenture due to nonpayment while 
discussions regarding the potential restructuring of the 
Partnership's indebtedness was continuing.  The Partnership also 
stated that it would not be making any further payments under the 
current indenture which provided for payment of $5,000,000 in 
1996 paid quarterly under a defined formula.  As a result, at 
December 31, 1995 and September 30, 1996, substantially all of 
the Partnership's outstanding indebtedness was classified as 
current.  The amount of contractual interest not paid at 
September 30, 1996 was $3,296,000.


	On April 15, 1996, the Partnership announced that it had 
reached agreement with four of its five senior lenders, 
representing 86% of its senior debt, to restructure its 
indebtedness over a ten-year period.  These discussions 
culminated in the April 15, 1996 announcement described below 
regarding the restructuring of the Partnership's debt.

The agreement specifies, among other things, that total debt 
will be reduced from $95,500,000 to $25,570,000 effective January 
1, 1996.  The new debt will carry an interest rate of 12%.

Had this restructuring agreement been in effect during the 
three and nine month periods ended September 30, 1996, interest 
expense would have been reduced by $430,000 and $1,272,000, 
respectively.   

The agreement also specifies that no cash interest will be 
paid in 1996 unless cash at December 31, 1996 exceeds $6,000,000.  
Cash in excess of $6,000,000 at December 31, 1996, net of funding 
capital expenditures (not to exceed $4,150,000), will be paid to 
the lenders on January 15, 1997.  Such payment will replace, 
dollar for dollar, required debt amortization in year three of 
the agreement.  In 1997, the Partnership is obligated to pay cash 
interest and debt amortization based on 50% of excess cash flow 
as defined.  

	Although a majority of the Partnership's senior lenders and 
all of the Partnership's junior lenders have agreed to enter into 
an out-of-court consensual restructuring on the terms set forth 
above, consummation of the Consensual Restructuring Agreement 
requires that all of the Partnership's senior lenders affected 
thereby agree to its terms and the Partnership has been unable to 
obtain the consent of one of the Partnership's senior lenders 
(representing 14% of its outstanding senior indebtedness) to the 
Consensual Restructuring Agreement.  Accordingly, the Partnership 
has determined that reorganization under the federal bankruptcy 
laws pursuant to a Prepackaged Plan is the only available 
alternative to achieve the beneficial effects of the 
Restructuring Agreement.

	To that end, the Partnership prepared a Consent Solicitation 
Disclosure Statement and related consent materials for 
distribution to its unitholders and other affected parties.  On 
October 11, 1996, the Partnership announced that the Consent 
Solicitation Disclosure Statement and related consent materials 
had been declared effective by the Securities and Exchange 
Commission  and that it had begun seeking Unitholder and lender 
approval of the restructuring on such terms.  On November 12, 
1996, the Partnership announced that, having obtained the 
requisite approval of its lenders, warrant and equity holders, it 
had filed the prepackaged plan in U.S. Bankruptcy Court in 
Wilmington, Delaware.  During the solicitation period, which 
expired on November 7, 1996, ballots representing approximately 
86 percent of senior debt, 100 percent of junior debt, 100 
percent of warrant holders and 98.6 percent of the unitholders 
who cast votes, voted in favor of the plan.  Slightly over 84 
percent of total units outstanding cast votes on the plan.

	The court, acting on the Partnership's first-day motions, 
has granted authority to pay prepetition obligations to 
employees, suppliers and other trade creditors in the ordinary 
course of business and to maintain all employee salaries, wages 
and benefit programs as they existed prior to the filing.  In 
addition, an interim order was issued that grants the company 
immediate access to its cash collateral.  The company was 
authorized to obtain on an interim basis up to $17.5 million in 
letters of credit under a new letter of credit facility.  
Accordingly, this prepackaged filing does not impact the 
Company's trade creditors, suppliers or employees as it provides 
for the continuing and timely payment in full of all of Huntway's 
obligations to suppliers, other trade creditors and employees 
under normal terms.

	Hearings have been scheduled on December 12, 1996 to 
consider approval of Huntway's disclosure statement and 
solicitation procedures and to consider confirmation of the 
prepackaged plan.

At September 30, 1996, the cash position of the Partnership 
was $4,381,000.  In the opinion of management, assuming 
completion of the debt restructuring (which provides for no 
principal and interest payments on indebtedness during 1996), 
cash on hand, together with anticipated future cash flows, will 
be sufficient to meet Huntway's liquidity obligations for the 
next 12 to 24 months. 

3.  CONTINGENCIES

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
RESULTS OF OPERATIONS AND FINANCIAL CONDITION


	The following discussion should be read in conjunction 
with the financial statements included elsewhere in this 
report.

Results of Operations

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

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

	Historically, refined petroleum product prices (including 
prices for liquid asphalt, although to a lesser degree than 
Huntway's other refined petroleum products) generally 
fluctuate with crude oil price levels.  Accordingly, there has 
not been a relationship between total revenues and income due 
to the volatile commodity character of crude oil prices.

	Accordingly, income before interest, depreciation and 
amortization provides the most meaningful basis for comparing 
historical results of operations discussed below.

	A number of uncertainties exist that may affect Huntway's 
future operations including the possibility of further 
increases in crude costs that may not be able to be passed on 
to customers in the form of higher prices.  Additionally, 
crude costs could rise to such an extent that Huntway may not 
have sufficient letter of credit availability to purchase all 
the crude it needs to sustain operations to capacity, 
especially during the summer season.  If this occurred, 
Huntway would be forced to reduce crude purchases which could 
adversely impact results of operations.  The Partnership's 
primary product is liquid asphalt.  Most of Huntway's 
competitors produce liquid asphalt as a by-product and are of 
much greater size and have much larger financial resources 
than the Partnership.  Accordingly, the Partnership has in the 
past, and may have in the future, difficulty raising prices in 
the face of increasing crude costs.

Three Months Ended September 30, 1996 Compared with the Three 
Months Ended September 30, 1995

	Third quarter 1996 net income was $1,357,000, or $.12 per 
unit, versus 1995 third quarter net income of $160,000, or 
$.01 cents per unit.

	The improvement in results between quarters of $1,197,000 
is principally attributable to significantly higher light-
product margins offset to a small extent by lower asphalt 
margins.  Prices for Huntway's light-end products rose in the 
third quarter commensurate with increases in wholesale 
gasoline and diesel prices in California.  These increases 
were partially the result of production disruptions at a 
number of large California refineries and inventory shortages 
of California Phase II fuels. Sales of paving and other 
asphalt products increased by 57,000 barrels, or 7%, to 
841,000 barrels in the third quarter of 1996 from 784,000 
barrels in the third quarter of 1995.  This increase is the 
result of project timing in Northern California as several 
projects were shifted from the second quarter of 1996 to the 
third quarter.

	The following table sets forth the effects of changes in 
price and volume on sales and material and processing costs on 
the quarter ended September 30, 1996 as compared to the 
quarter ended September 30, 1995:
<TABLE>
<CAPTION>											
                                       					  	Material &	  			     	Barrels
                                  			Sales		  	Processing 	Net	     	Sold
	                                  		(In Thousands)							
<S>                                  <C>       <C>         <C>       <C>	
Quarter ended September 30, 1995	   	$	27,345 		$	24,301 		$	3,044 		1,384 
											
    Effect of changes in price		       	3,030   			1,931  			1,098 		
    Effect of changes in volume	        		454 	    		404     			51    		23 
											
Quarter ended September 30, 1996	   	$	30,829 		$	26,636 		$	4,193 		1,407 
</TABLE>
											
As reflected in the table, the net margin between sales and 
material and processing costs improved from $2.20 per barrel 
for the third quarter of 1995 to $2.98 per barrel for the 
third quarter of 1996.  This improvement in net margin of 
$1,149,000 is primarily attributable to the Partnership's 
significantly improved margin on light products in the third 
quarter as wholesale gasoline and diesel prices rose primarily 
due to refinery outages in California and shortages of 
California Phase II fuels.  Asphalt margins declined by 11% 
due to intense competitive pressures, particularly in the 
Southern California market.  Over all, sales prices averaged 
$21.91 per barrel for the third quarter of 1996 as compared to 
$19.76 per barrel for the comparable quarter of 1995, an 
increase of $2.15, or 11%.  This increase in pricing was 
partially offset by increased material and processing costs 
which averaged $18.93 and $17.56 for the quarters ended 
September 30, 1996 and 1995, respectively, an increase of 
$1.37, or 8%.

	Selling, general and administrative costs were comparable 
to the second quarter of 1995 increasing by $11,000.

	Depreciation and amortization fell to $620,000 in the 
second quarter of 1996 from $661,000 in the comparable quarter 
of 1995 reflecting reduced depreciation of the Sunbelt 
refinery subsequent to its write down in 1995.  Interest 
expense was generally consistent with the prior year.  
Interest expense in the third quarter does not reflect the 
impact of the reduced debt level contemplated in the proposed 
financial restructuring described in Note 2, "Financial 
Arrangements".  Had the restructuring been completed at the 
beginning of 1996, third quarter interest expense would have 
been approximately $880,000 versus $1,310,000 incurred in the 
third quarter of 1996, a difference of $430,000, or $.03 per 
unit.

	Because of the foregoing, as well as other factors 
affecting the Partnership's operating results, past financial 
performance should not be considered to be a reliable 
indicator of future performance and investors should not use 
historical trends to anticipate results or trends in future 
periods.


Nine Months Ended September 30, 1996 Compared with the Nine 
Months Ended September 30, 1995

	The 1996 nine month net income was $471,000, or $.04 per 
unit, versus a 1995 nine month net loss of $5,514,000, or $.47 
per unit.

	The improvement in results between periods of $5,985,000 
is principally attributable to improved light-product margins 
in the second and third quarter and, to a lesser extent, lower 
levels of rainfall in the first half of 1996 versus the first 
half of 1995.  Refinery outages in California and resultant 
disruptions to the supply of CARB Phase II fuels as well as 
well as speculative pressures on clean fuels generally caused 
light product prices and refinery margins to be significantly 
improved in the second and third quarters as compared to 1995.  
The first half of 1995 was characterized by unseasonably high 
rainfall which severely curtailed paving asphalt sales and 
forced the sale of significant amounts of low-margin fuel oil 
in order to maintain cash flow.  Fuel oil sales fell in the 
current nine month period by 209,000 barrels to 58,000 barrels 
from 267,000 barrels in the comparable period of 1995.  Sales 
of other asphalt-based products increased by 201,000 barrels, 
or 13%, as compared to the comparable period of 1995, 
primarily due to better weather.  

	The following table sets forth the effects of changes in 
price and volume on sales and material and processing costs on 
the nine months ended September 30, 1996 as compared to the 
nine months ended September 30, 1995:
												
<TABLE>
                                          					   	Material &				     	Barrels	
                                     			Sales		   	Processing Net	     	Sold	
                                     			(In Thousands)							
												
<S>                                     <C>        <C>        <C>       <C>												
Nine months ended September 30, 1995	  	$	60,684 		$	57,667 		$	3,017 		3,271 	
												
    Effect of changes in price		         	10,114   			4,631  			5,483 			
    Effect of changes in volume          		3,339   			3,173    			166  	 	180 	
												
Nine months ended September 30, 1996	  	$	74,137 		$	65,471 		$	8,666 		3,451 	
</TABLE>
												
As reflected in the table, the net margin between sales and 
material and processing costs improved from a negative $.92 
per barrel for the first nine months of 1995 to $2.51 per 
barrel for the first nine months of 1996.  As discussed above, 
this improvement in net margin of $5,649,000 is primarily 
attributable to improvement in light-product margins and 
increased sales of higher margin asphalt products due to 
improved weather conditions in the first half of 1996 as 
compared to the first half of 1995.  Sales prices averaged 
$21.48 per barrel for the first nine months of 1996 as 
compared to $18.55 per barrel for the comparable quarter of 
1995, an increase of $2.93, or 16%.  This increase in average 
sales price was partially offset by increased material and 
processing costs which averaged $18.97 and $17.63 for the nine 
months ended September 30, 1996 and 1995, respectively, an 
increase of $1.34, or 8%.

	Selling, general and administrative costs decreased 
$122,000 compared to the first half of 1995 primarily as a 
result of the recovery of a previously written-off accounts 
receivable. 

	Depreciation and amortization fell to $1,666,000 in the 
first half of 1996 versus $1,829,000 in the comparable period 
of 1995 primarily as a result of reduced depreciation of the 
Sunbelt refinery subsequent to its write down in 1995.  
Interest expense was generally consistent with the prior year.  
Interest expense for the period does not reflect the impact of 
the reduced debt level contemplated in the proposed financial 
restructuring described in Note 2, "Financial Arrangements".  
Had the restructuring been completed at the beginning of 1996, 
nine months interest expense would have been approximately 
$2,561,000 versus $3,833,000 incurred in the first nine months 
of 1996, a difference of $1,272,000, or $.11 per unit.

	Because of the foregoing, as well as other factors 
affecting the Partnership's operating results, past financial 
performance should not be considered to be a reliable 
indicator of future performance and investors should not use 
historical trends to anticipate results or trends in future 
periods.

Capital Resources And Liquidity

	The primary factors that affect the Partnership's cash 
requirements and liquidity position are fluctuations in the 
selling prices of refined products caused by local market 
supply and demand factors, including public and private demand 
for road construction and improvement as well as demand for 
diesel fuel and gasoline,  as well as fluctuations in the cost 
of crude oil which is impacted by a myriad of market factors, 
both foreign and domestic. In addition, capital expenditure 
requirements, including costs to maintain compliance with 
environmental regulations as well as debt service 
requirements, also impact the Partnership's cash needs.

	In the first nine months of 1996, operating activities 
provided $3,213,000 in cash.  The period's net income of 
$471,000 plus depreciation and amortization of $1,666,000 
provided $2,137,000 in cash.  Seasonal increases in accounts 
receivable and inventory of $4,502,000 were partially financed 
by a similar seasonal increase in accounts payable of 
$2,232,000. Accrued liabilities increased by $3,456,000 as 
interest continues to accrue under the existing debt agreement 
until the proposed debt restructuring is completed as 
described below. Prepaid expenses consumed $110,000 primarily 
due to turnaround costs.  In comparison, during the first nine 
months of 1995, operating activities consumed $3,604,000 in 
cash primarily resulting from the period's net loss of 
$5,514,000 offset by non-cash items of $3,521,000.  Seasonal 
increases in accounts receivable and inventories of $5,402,000 
were financed by similar seasonal increases in accounts 
payable and accrued liabilities which increased by $3,697,000.  
Changes in prepaid expenses provided an additional $94,000.

	Investing activities consumed $3,036,000 during the first 
nine months of 1996 primarily for refinery equipment including 
new modified asphalt facilities and tankage for our Benicia 
refinery.  During the first nine months of 1995, investing 
activities consumed $294,000 primarily for refinery equipment 
and deposits.

	Financing activities consumed $100,000 in the first nine 
months of 1996 pursuant to a 1993 settlement with the State of 
Arizona.  In the first nine months of 1995, financing 
activities consumed $365,000 primarily for reduction in the 
capital lease obligation.

As described below, the Partnership has reached an 
agreement in principle with four of its five senior lenders, 
representing 86% of its senior debt, to restructure its 
indebtedness over a ten-year period.  The Partnership has also 
reached agreement with the holders of its junior subordinated 
debt on the restructuring plan described below.

On April 15, 1996, the Partnership announced that it had 
reached an agreement in principle to restructure its 
indebtedness with its current lenders.  The agreement, which 
is subject to final documentation and unitholder approval, 
will reduce total indebtedness from $95,500,000 at December 
31, 1995 to $25,570,000 effective January 1, 1996.  Under the 
agreement, the new debt will carry an interest rate of 12%.  
The new debt will mature ten years from date of closing, or 
December 31, 2005, and will amortize ratably over years three 
through ten of the agreement.  No cash interest will be paid 
in 1996 unless cash at December 31, 1996 exceeds $6,000,000.  
Cash in excess of $6,000,000 at December 31, 1996 net of 
funding capital expenditures (not to exceed $4,150,000) will 
be paid to the lenders on January 15, 1997.  Such payment will 
replace, dollar for dollar, required debt amortization in year 
three of the agreement.  In 1997, the Partnership is obligated 
to pay cash interest and debt amortization based on 50% of 
excess cash flow as defined.  

The Partnership will issue 12,671,327 new units to its 
lenders, including 1,115,077 to its junior note holders, as 
part of this agreement.  The Partnership currently has 
11,556,250 units outstanding.  Accordingly, after the 
restructuring is completed, 25,342,654 units will be 
outstanding.  In addition, as part of the agreement, the 
Company will issue options to acquire 3,415,850 common units 
and will retire options to acquire 1,022,000 common units and 
will retire warrants for the purchase of 3,340,757 units.  
Options to acquire 546,059 common units will remain 
outstanding.  Accordingly, on a fully-diluted basis, total 
common units and unit equivalents outstanding will increase 
from 16,465,066 to 29,304,563.

	Although a majority of the Partnership's senior lenders 
and all of the Partnership's junior lenders have agreed to 
enter into an out-of-court consensual restructuring on the 
terms set forth above, consummation of the Consensual 
Restructuring Agreement requires that all of the Partnership's 
senior lenders affected thereby agree to its terms.  The 
Partnership has been unable to obtain the consent of one of 
the Partnership's senior lenders (representing 14% of its 
outstanding senior indebtedness) to the Consensual 
Restructuring Agreement.  Accordingly, the Partnership has 
determined that reorganization under the federal bankruptcy 
laws pursuant to a Prepackaged Plan is the only available 
alternative to achieve the beneficial effects of the 
Restructuring Agreement and permit the Company to continue to 
operate as a going concern and to preserve the Unitholders' 
investment in the Partnership.

	To that end, the Partnership prepared a Consent 
Solicitation Disclosure Statement and related consent 
materials for distribution to its unitholders and other 
affected parties.  On October 11, 1996, the Partnership 
announced that the Consent Solicitation Disclosure Statement 
and related consent materials had been declared effective by 
the Securities and Exchange Commission  and that it had begun 
seeking Unitholder and lender approval of the restructuring on 
such terms. On November 12, 1996, the Partnership announced 
that, having obtained the requisite approval of its lenders, 
warrant and equity holders, it had filed the prepackaged plan 
in U.S. Bankruptcy Court in Wilmington, Delaware.  During the 
solicitation period, which expired on November 7, 1996, 
ballots representing approximately 86 percent of senior debt, 
100 percent of junior debt, 100 percent of warrant holders and 
98.6 percent of the unitholders who cast votes, voted in favor 
of the plan.  Slightly over 84 percent of total units 
outstanding cast votes on the plan.

	The court, acting on the Partnership's first-day motions, 
has granted authority to pay prepetition obligations to 
employees, suppliers and other trade creditors in the ordinary 
course of business and to maintain all employee salaries, 
wages and benefit programs as they existed prior to the 
filing.  In addition, an interim order was issued that grants 
the company immediate access to its cash collateral.  The 
company was authorized to obtain on an interim basis up to 
$17.5 million in letters of credit under a new letter of 
credit facility.  Accordingly, this prepackaged filing does 
not impact the Company's trade creditors, suppliers or 
employees as it provides for the continuing and timely payment 
in full of all of Huntway's obligations to suppliers, other 
trade creditors and employees under normal terms.

	Hearings have been scheduled on December 12, 1996 to 
consider approval of Huntway's disclosure statement and 
solicitation procedures and to consider confirmation of the 
prepackaged plan.

Under applicable bankruptcy law, a plan of reorganization 
must be approved by the affirmative vote of 2/3 in dollar 
amount and 1/2 in number of each class of security holder which 
is impaired under the plan.  Senior debt holders, junior 
subordinated debt holders, equity interests of holders of 
common units, equity interests of warrant holders, equity 
interests of holders of existing unit options and general 
partner interests will be impaired under the prepackaged plan.  
As described above, senior lenders, representing 86% in dollar 
and 80% in number, have voted for the plan.  The common unit 
holders have also approved the prepackaged plan.

The Partnership's current debt agreement provides for a 
$17,500,000 letter of credit facility (LC).  The facility 
provides for crude purchases, hedging and other activities.  
Fees for this facility are 2% on the face amount of any letter 
of credit issued up to an aggregate of $14,500,000 and 3% on 
the face amount of any letter of credit issued above that 
amount.  Under the terms of the proposed future restructuring 
agreement, a new letter of credit facility will be made 
available to the Partnership (under similar terms as the 
existing facility) for one year following the closing of the 
current proposed restructuring.  A similar letter of credit
agreement is in place for the pendancy of the proceedings in
U.S. Bankruptcy Court.

The Partnership believes its current level of letter of 
credit facilities are sufficient to guarantee requirements for 
crude oil purchases, collateralization of other obligations 
and for hedging activities at current crude price levels.  
However, due to the volatility in the price of crude oil, 
there can be no assurance that these facilities are adequate.  
If crude oil prices were to increase, the Partnership may be 
required to reduce its crude oil purchases which would 
adversely impact profitability.

At September 30, 1996, the cash position of the 
Partnership was $4,381,000.  In the opinion of management, 
assuming completion of the debt restructuring (which provides 
for no principal and interest payments on indebtedness during 
1996), cash on hand, together with anticipated future cash 
flows, will be sufficient to meet Huntway's liquidity 
obligations for the next 12 to 24 months. 




PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

	The Partnership is party to a number of additional 
lawsuits and other proceedings arising out of the ordinary 
course of its business.  While the results of such lawsuits 
and proceedings cannot be predicted with certainty, management 
does not expect that the ultimate liability, if any, will have 
a material adverse effect on the consolidated financial 
position or results of operations of the Partnership other 
than as previously reported. 

Item 2.  Changes in Securities

	Not applicable.

Item 3.  Defaults Upon Senior Securities

	The Partnership is in default of certain of its 
indebtedness.  See Note 2 to the financial statements included 
in this report.

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

	None.

Item 5.  Other Information

     	None.

Item 6. Exhibits and Reports on Form 8-K

		(a) Exhibits

			10.58 Debtor in Possession Letter of Credit and Reimbursement Agreement

		(b) Reports on Form 8-K

			None



SIGNATURES


	Pursuant to the requirements of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly 
authorized, on November 14, 1996.


										HUNTWAY PARTNERS, L.P.
      										                
(Registrant)	



            By:/s/ Warren J. Nelson	                               
	 										   Warren J. Nelson
											    Executive Vice President 
											    and Chief Financial Officer
											    (Principal Accounting Officer)


	DEBTOR-IN-POSSESSION

	LETTER OF CREDIT

	AND

	REIMBURSEMENT AGREEMENT



		This DEBTOR-IN-POSSESSION LETTER OF CREDIT AND 
REIMBURSEMENT AGREEMENT is dated as of November 12, 1996 and 
is entered into by and between HUNTWAY PARTNERS, L.P., a 
Delaware limited partnership ("Huntway"), as debtor and debtor 
in possession, and BANKERS TRUST COMPANY ("Bankers").

		WHEREAS, on November 12, 1996 (the "Petition Date"), 
Huntway commenced chapter 11 Case No. 96-_________ (the 
"Chapter 11 Case"), by filing a voluntary petition for relief 
under the chapter 11 of title 11 of the United States Code 
(the "Bankruptcy Code") with the United States Bankruptcy 
Court for the District of Delaware (the "Court"); 

		WHEREAS, Huntway continues to operate its business 
and manage its properties as debtor in possession pursuant to 
Sections 1107 and 1108 of the Bankruptcy Code;

		WHEREAS, Huntway, Sunbelt Refining Company, L.P., a 
Delaware limited Partnership ("Sunbelt") and Bankers are party 
to that certain Letter of Credit and Reimbursement Agreement 
dated as of June 22, 1993 (the "Prepetition Letter of Credit 
Agreement");

		WHEREAS, as of the Petition Date approximately 
$17,095,000 in aggregate stated amount of letters of credit 
(exclusive of the IDB Letter of Credit) were outstanding under 
the Prepetition Letter of Credit Agreement;

		WHEREAS, Huntway is a party to that certain 
Collateralized Note Indenture (the "Collateralized Note 
Indenture") dated as of June 22, 1993, with Fleet National 
Bank of Massachusetts (formerly known as Shawmut Bank, N.A.), 
as Indenture Trustee, and that certain Subordinated Note 
Indenture (the "Subordinated Note Indenture") dated as of 
June 22, 1993, with Fleet National Bank of Massachusetts 
(formerly known as Shawmut Bank Connecticut N.A.), as 
Indenture Trustee;

		WHEREAS, as of the Petition Date, the Debtor was 
indebted to the certain lenders (the "Secured Lenders") under 
the Collateralized Note Indenture and the Subordinated Note 
Indenture and the notes issued pursuant thereto in the 
principal amount of approximately $86,765,297 plus accrued and 
unpaid interest (such amounts, together with all other fees, 
charges, costs and expenses due to the Secured Lenders under 
the Collateralized Note Indenture, the Subordinated Note 
Indenture, the notes issued pursuant thereto and the 
Prepetition Letter of Credit Agreement being the "Prepetition 
Secured Obligations"); 

		WHEREAS, Huntway's obligations to the Secured Lenders 
are secured by liens against substantially all of Huntway's 
real and personal property and the security interests in favor 
of the Secured Lenders were duly and validly preferred more 
than one year before the Petition Date;

		WHEREAS, Huntway has an immediate need for the 
ability to have letters of credit issued for its account (or 
to have the expiration date of Existing Letters of Credit 
extended) in order to obtain crude oil inventory, to secure 
its obligations under crude oil hedging agreements and to 
finance other activities necessary for the continuance of its 
business during the pendency of the Chapter 11 Case;

		WHEREAS, it would be futile for Huntway to seek to 
obtain sufficient unsecured credit or to incur sufficient 
unsecured debt, including debt with respect to which a claim 
for any amount remaining unpaid by Huntway would be allowable 
as an administrative expense pursuant to sections 364(a) and 
(b) and section 503(b) of the Bankruptcy Code, from any other 
source sufficient to continue its business operations;

		WHEREAS, Huntway has requested Bankers to extend 
postpetition credit to Huntway consisting letters of credit in 
an aggregate stated amount not to exceed $17,500,000 at any 
time (including the aggregate stated amount of the Existing 
Letters of Credit, other than the IDB Letter of Credit), and 
Bankers has agreed to do so, pursuant to the terms and 
conditions set forth herein and in the Orders; and

		WHEREAS, Huntway has agreed to secure the Obligations 
(as hereinafter defined) with liens and security interests on 
all of its real and personal property assets in accordance 
with sections 364(c)(2) and (3) and section 364(d) of the 
Bankruptcy Code, and Huntway acknowledges and agrees that the 
Obligations shall constitute allowed administrative expense 
claims having priority over any and all administrative 
expenses of the kind specified in sections 503(b) and 507(b) 
of the Bankruptcy Code, except for certain fees owing to 
court-approved professionals and the U.S. Trustee as more 
fully described in Section 2.09;

		NOW, THEREFORE, in consideration of the premises and 
in order to induce Bankers to maintain and issue Letters of 
Credit and extend the maturity date of the Existing Letters of 
Credit, the parties hereto agree as follows:


		ARTICLE I
	DEFINITIONS

		SECTION 1.01.	Definitions.  Unless otherwise 
indicated in this Agreement, the capitalized terms used herein 
shall have the following meanings:

		"Affiliate," as applied to any Person, means any 
other Person directly or indirectly controlling, 
controlled by, or under common control with, that Person.  
For purposes of this definition, "control" (including 
with correlative meaning, the terms "controlling," 
"controlled by" and "under common control with"), as 
applied to any Person, means the possession, directly or 
indirectly, of the power to direct or cause the direction 
of the management and policies of that Person, whether 
through the ownership of voting securities or memberships 
or by contract or otherwise.

		"Agreement" means this Debtor-in-Possession Letter of 
Credit and Reimbursement Agreement as it may be amended, 
supplemented or otherwise modified from time to time.

		"Bankers" has the meaning set forth in the intro-
ductory paragraph of this Agreement.

		"Bankruptcy Code" has the meaning assigned to it in 
the recital paragraphs hereof. 

		"Base Rate" means, for any day, the rate of interest 
per annum equal to the greater of (a) the rate announced 
by Bankers from time to time as its prime lending rate 
for domestic commercial loans (such rate not necessarily 
being the lowest rate which Bankers charges to a borrower 
or group of borrowers) in effect on such day and 
(b) (i) the rate on overnight Federal funds transactions 
with members of the Federal Reserve System arranged by 
Federal funds brokers, as published for such day (or, if 
such day is not a Business Day, the next succeeding 
Business Day) by the Federal Reserve Bank of New York, or 
(ii) if such rate is not so published for any day which 
is a Business Day, the average of the quotations for such 
day on such transactions received by Bankers from three 
Federal funds brokers of recognized standing selected by 
it plus in each case specified in (i) and (ii) .50% per 
annum, each change in the Base Rate to be effective as of 
the opening of business on the day such change occurs.  
If for any reason Bankers shall have determined that it 
is unable to ascertain the rate on overnight Federal 
funds transactions, including, without limitation, the 
inability or failure of Bankers to obtain sufficient bids 
or publications in accordance with the terms hereof, the 
Base Rate shall be the prime lending rate of Bankers 
until the circumstances giving rise to such inability no 
longer exist.

		"Business Day" means a day which is not (i) a 
Saturday, Sunday or legal holiday under the laws of the 
State of New York or (ii) any other day on which banking 
institutions in the State of New York or in any 
jurisdiction in which the office of Bankers at which 
drawings under any Letter of Credit must be presented are 
authorized or required to be closed.

		"Capital Lease," as applied to any Person, means any 
lease of any property (whether real, personal or mixed) 
by that Person as lessee that, in conformity with GAAP, 
is accounted for as a capital lease on the balance sheet 
of that Person.

		"Cash Collateral Order" means (i) the Interim Agreed 
Order Authorizing Use of Cash Collateral by Debtor in 
Possession and Granting Replacement Liens and Other 
Adequate Protection in the form attached as Exhibit D 
with any modifications approved by Bankers entered in the 
Chapter 11 Case after an interim hearing under Bankruptcy 
Rule 4001(b)(2) and (ii) the Final Agreed Order 
Authorizing Use of Cash Collateral by Debtor in 
Possession and Granting Replacement Liens and Other 
Adequate Protection entered in the Chapter 11 Case after 
a final hearing.

		"Chapter 11 Case" has the meaning assigned to it in 
the recital clauses hereof.

		"Collateral" means all the real and personal property 
of Huntway on which a Lien exists to secure the 
Obligations pursuant to the Orders.

		"Collateralized Note Indenture" has the meaning 
assigned to it in the recital clauses hereof.

		"Commitment" means the Letter of Credit Commitment 
and the IDB Letter of Credit Commitment.

		"Commitment Termination Date" means the earliest of 
(i) the ninetieth day after the Petition Date; (ii) the 
date that Bankers elects pursuant to Section 6.02 to 
terminate Huntway's right to have Letters of Credit 
issued for its account; (iii) the date that is 30 days 
after the Petition Date, if neither the Interim Order nor 
the Final Order has been entered by the Court by such 
date; (iv) in the event the Interim Order is entered in 
accordance with the foregoing clause (iii), the date that 
is 60 days after the Petition Date if the Final Order has 
not been entered by the Court by such date; and (v) the 
date the Reorganization Plan becomes effective.

		"Contingent Obligation," as applied to any Person, 
means any direct or indirect liability, contingent or 
otherwise, of that Person (i) with respect to any 
Indebtedness, lease, dividend or other obligation of 
another if the primary purpose or intent thereof by the 
Person incurring the Contingent Obligation is to provide 
assurance to the obligee of such obligation of another 
that such obligation of another will be paid or 
discharged, or that any agreements relating thereto will 
be complied with, or that the holders of such obligation 
will be protected (in whole or in part) against loss in 
respect thereof, (ii) with respect to any letter of 
credit issued for the account of that Person or as to 
which that Person is otherwise liable for reimbursement 
of drawings, or (iii) under any interest rate swap 
agreement, interest rate cap agreement, interest rate 
collar or similar agreement or any foreign exchange 
agreement or forward purchase contract or similar 
agreement.  Contingent Obligations shall include, without 
limitation, (a) the direct or indirect guaranty, 
endorsement (otherwise than for collection or deposit in 
the ordinary course of business), co-making, discounting 
with recourse or sale with recourse by such Person of the 
obligation of another, (b) the obligation to make take-
or-pay or similar payments if required regardless of non-
performance by any other party or parties to an agreement 
and (c) any liability of such Person for the obligation 
of another through any agreement (contingent or 
otherwise) (x) to purchase, repurchase or otherwise 
acquire such obligation or any security therefor, or to 
provide funds for the payment or discharge of such 
obligation (whether in the form of loans, advances, stock 
purchases, capital contributions or otherwise) or (y) to 
maintain the solvency or any balance sheet item, level of 
income or financial condition of another if, in the case 
of any agreement described under subclauses (x) or (y) of 
this sentence, the primary purpose or intent thereof is 
as described in the preceding sentence.  The amount of 
any Contingent Obligation shall be equal to the amount of 
the obligation so guaranteed or otherwise supported or, 
if less, the amount to which such Contingent Obligation 
is specifically limited.

		"Court" shall have the meaning assigned to it in the 
recital clauses hereof.

		"Crude Supply Subfacility" has the meaning set forth 
in Section 2.01D.

		"Designated Officer" means, with respect to Huntway 
and Sunbelt, the president, chief financial officer or 
controller of Huntway.

		"Effective Date" means the date on which the 
conditions to the effectiveness of this Agreement set 
forth in Section 3.01 are satisfied.

		"Employee Benefit Plan" means any employee benefit 
plan within the meaning of Section 3(3) of ERISA that is 
maintained for employees of Huntway or any ERISA 
Affiliate of Huntway.

		"Environmental Claim" means any written accusation, 
allegation, notice of violation, claim, demand, abatement 
order or other order or direction (conditional or 
otherwise) by any governmental authority or any Person 
for any damage, including, without limitation, personal 
injury (including sickness, disease or death), tangible 
or intangible property damage, contribution, indemnity, 
indirect or consequential damages, damage to the 
environment, nuisance, pollution, contamination or other 
adverse effects on the environment, or for fines, 
penalties or restrictions, in each case relating to, 
resulting from or in connection with Hazardous Materials 
and relating to Huntway, any of its Subsidiaries, any of 
their respective Affiliates or any Facility.

		"Environmental Laws" means all statutes, ordinances, 
orders, rules, regulations or decrees and similar 
provisions having the force and effect of law relating to 
(i) environmental matters, including, without limitation, 
those relating to fines, injunctions, penalties, damages, 
contribution, cost recovery compensation, losses or 
injuries resulting from the Release or threatened Release 
of Hazardous Materials, (ii) the generation, use, 
storage, transportation or disposal of Hazardous 
Materials, or (iii) occupational safety and health, 
industrial hygiene, land use or the protection of human, 
plant or animal health or safety, in any manner 
applicable to Company or any of its Subsidiaries or any 
or their respective properties, including, without 
limitation, the Comprehensive Environmental Response, 
Compensation, and Liability Act (42 U.S.C.  9601 et 
seq.), the Hazardous Materials Transportation Act (49 
U.S.C.  1801 et seq.), the Resource Conservation and 
Recovery Act (42 U.S.C.  6901 et seq.), the Federal 
Water Pollution Control Act ( 33 U.S.C.  1251 et seq.), 
the Clean Air Act (42 U.S.C.  7401 et seq.), the Toxic 
Substances Control Act (15 U.S.C.  2601 et seq.), the 
Federal Insecticide, Fungicide and Rodenticide Act (7 
U.S.C. 136 et seq.), the Occupational Safety and Health 
Act (29 U.S.C.  651 et seq.) and the Emergency Planning 
and Community Right-to-Know Act (42 U.S.C.  11001 et 
seq.), each as amended or supplemented, and any analogous 
future or present local, state and federal statutes and 
regulations promulgated pursuant thereto, each as in 
effect as of the date of determination.

		"ERISA" means the Employee Retirement Income Security 
Act of 1974, as amended and any successor statute.
 
		"ERISA Affiliate," as applied to any Person, means 
(i) any corporation that is a member of a controlled 
group of corporations within the meaning of 
Section 414(b) of the Internal Revenue Code of which that 
person is, or was at any time, a member, (ii) any trade 
or business (whether or not incorporated) that is a 
member of a group of trades or businesses under common 
control within the meaning of Section 414(c) of the 
Internal Revenue Code of which that Person is a member 
and (iii) any member of an affiliated service group 
within the meaning of Section 414(m) or (o) of the 
Internal Revenue Code of which that Person, any 
corporation described in clause (i) above or any trade or 
business described in clause (ii) above is a member.

		"ERISA Event" means (i) a "reportable event" 
described in Section 4043 of ERISA and the regulations 
issued thereunder with respect to any Pension Plan 
(excluding those for which the provision for 30-day 
notice to the PBGC has been waived by regulation); 
(ii) the failure to meet the minimum funding standard of 
Section 412 of the Internal Revenue Code with respect to 
any Pension Plan (whether or not waived in accordance 
with Section 412(d) of the Internal Revenue Code) or the 
failure to make by its due date a required installment 
under Section 412(m) of the Internal Revenue Code with 
respect to any Pension Plan or the failure to make any 
required contribution to a Multi-employer Plan; (iii) the 
provision by the administrator of any Pension Plan 
pursuant to Section 4041(a)(2) of ERISA of a notice of 
intent to terminate such plan in a distress termination 
described in Section 4041(c) of ERISA; (iv) the 
withdrawal by Huntway or any of its ERISA Affiliates from 
any Pension Plan with two or more contributing sponsors 
or the termination of any such Pension Plan resulting in 
liability pursuant to Sections 4063 or 4064 of ERISA; 
(v) the institution by the PBGC of proceedings to 
terminate any Pension Plan, or the occurrence of any 
event or condition which could constitute grounds under 
ERISA for the termination of, or the appointment of a 
trustee to administer, any Pension Plan; (vi) the 
imposition of liability on Huntway or any of its ERISA 
Affiliates pursuant to Section 4062(e) or 4069 of ERISA 
or by reason of the application of Section 4212(c) of 
ERISA; (vii) the withdrawal by Huntway or any of its 
ERISA Affiliates in a complete or partial withdrawal 
(within the meaning of Sections 4203 and 4205 of ERISA) 
from any Multiemployer Plan if there is any potential 
liability therefor, or the receipt by Huntway or any 
ERISA Affiliate of notice from any Multiemployer Plan 
that it is in reorganization or insolvency pursuant to 
Section 4241 or 4245 of ERISA or that it intends to 
terminate or has terminated under Section 4041A or 4042 
of ERISA; (viii) the occurrence of an act or omission 
which could give rise to the imposition on Huntway or any 
of its ERISA Affiliates of fines, penalties, taxes or 
related charges under Chapter 43 of the Internal Revenue 
Code or under Section 409 or 502(c), (i) or (l) or 4071 
of ERISA in respect of any Employee Benefit Plan; 
(ix) the assertion of a material claim (other than 
routine claims for benefits) against any Employee Benefit 
Plan (other than any Multiemployer Plan) or the assets 
thereof, or against Huntway or any of its ERISA 
Affiliates in connection with any such plan; (x) receipt 
from the Internal Revenue Service of notice of the 
failure of any Pension Plan (or any other Employee 
Benefit Plan intended to be qualified under 
Section 401(a) of the Internal Revenue Code) to qualify 
under Section 401(a) of the Internal Revenue Code, or the 
failure of any trust forming part of any Pension Plan to 
fail to qualify for exemption from taxation under Section 
501(a) of the Internal Revenue Code; or (xi) the 
imposition of a Lien pursuant to Section 401(a)(29) or 
412(n) of the Internal Revenue Code or pursuant to ERISA 
with respect to any Pension Plan.

		"Event of Default" has the meaning set forth in 
Section 6.01.

		"Existing Collateral Documents" means each of the 
agreements, instruments and other documents identified on 
Schedule VIII hereto.

		"Existing Letter of Credit" means each Letter of 
Credit (as such term is defined in the Prepetition Letter 
of Credit Agreement) that has not expired or been 
cancelled as of the Effective Date and listed on 
Schedule I hereto.

		"Exxon Letters of Credit" has the meaning specified 
in the definition "Letters of Credit."

		"Facilities" means any and all real property 
(including, without limitation, all buildings, fixtures 
or other improvements located thereon) now, hereafter or 
heretofore owned, leased, operated or used by Huntway or 
any of its Subsidiaries or any of their respective 
predecessors or Affiliates.

		"Final Order" means an order of the Court entered in 
the Chapter 11 Case authorizing this Agreement and the 
transactions contemplated hereby after a final hearing 
under Bankruptcy Rule 4001(c)(2) in the form attached as 
Exhibit C with any modifications approved by Bankers.

		"GAAP" means generally accepted accounting principles 
set forth in the opinions and pronouncements of the 
Accounting Principles Board of the American Institute of 
Certified Public Accountants and statements and 
pronouncements of the Financial Accounting Standards 
Board or in such other statements by such other entity as 
may be approved by a significant segment of the 
accounting profession, which are applicable to the 
circumstances as of the date of determination.

		"Governmental Acts" has the meaning set forth in 
Section 7.05.

		"Governmental Authorization" means any permit, 
license, authorization, plan, directive, consent order or 
consent decree of or from any federal, state or local 
governmental authority, agency or court.

		"Guaranty," as applied to any Person, means all loan 
commitments of that Person and all obligations of that 
Person guaranteeing in any manner, whether directly or 
indirectly, any obligation of any other Person for the 
payment of principal or interest with respect to borrowed 
money.

		"Hazardous Materials" means (i) any chemical, 
material or substance at any time defined as or included 
in the definition of "hazardous substances," "hazardous 
wastes," "hazardous materials," "extremely hazardous 
waste," "restricted hazardous waste," "infectious waste," 
"toxic substances" or any other formulations intended to 
define, list or classify substances by reason of 
deleterious properties such as ignitability, corrosivity, 
reactivity, carcinogenicity, toxicity, reproductive 
toxicity, "TCLP toxicity" or "EP toxicity" or words of 
similar import under any applicable Environmental Laws; 
(ii) any oil, petroleum, petroleum fraction or petroleum 
derived substance; (iii) any drilling fluids, produced 
waters and other wastes associated with the exploration, 
development or production of crude oil, natural gas or 
geothermal resources; (iv) any flammable substances or 
explosives; (v) any radioactive materials; (vi) asbestos 
in any form; (vii) urea formaldehyde foam insulation; 
(viii) electrical equipment which contains any oil or 
dielectric fluid containing levels of polychlorinated 
biphenyls in excess of fifty parts per million; 
(ix) pesticides; and (x) any other chemical, material or 
substance, exposure to which is prohibited, limited or 
regulated by any governmental authority or which may or 
could pose a hazard to the health and safety of the 
owners, occupants or any Persons in the vicinity of the 
Facilities.

		"Hedging Subfacility" has the meaning set forth in 
Section 2.01D.

		"Huntway Documentary Letters of Credit" means any 
dollar-denominated documentary letter of credit issued or 
renewed by Bankers for the account of Huntway pursuant to 
the Prepetition Letter of Credit Agreement for the 
purpose of supporting the purchases and exchanges of 
crude and crude products by Huntway in the normal course 
of business or for other purposes which have previously 
been approved by Bankers.

		"Huntway Letters of Credit" means the Huntway 
Documentary Letters of Credit and the Huntway Standby 
Letters of Credit.

		"Huntway Managing General Partner" means Huntway 
Managing Partner, L.P., a Delaware limited partnership, 
whose sole General Partner is Reprise.

		"Huntway Special General Partner" means Huntway 
Holdings, L.P., a Delaware limited partnership, whose 
sole General Partner is Reprise.

		"Huntway Standby Letters of Credit" means any dollar-
denominated standby letter of credit issued or renewed by 
Bankers for the account of Huntway pursuant to the 
Prepetition Letter of Credit Agreement for the purpose of 
supporting the purchases and exchanges of crude and crude 
products by Huntway in the normal course of business or 
for other purposes which have previously been approved by 
Bankers.

		"IDB Bonds" means the $8,600,000 aggregate principal 
amount of The Industrial Development Authority of the 
County of Pinal's Variable/Fixed Rate Demand Industrial 
Development Revenue Bonds Series 1988 (Sunbelt Refining 
Company, L.P. Project) issued pursuant to the IDB 
Indenture to finance the acquisition, construction and 
equipping by Sunbelt of an asphalt refinery in the County 
of Pinal, Arizona.

		"IDB Commitment" has the meaning set forth in Section 
2.01B hereof.

		"IDB Indenture" means that certain Indenture of Trust 
dated as of August 1, 1988 between The Industrial 
Development Authority of the County of Pinal and the Dai-
Ichi Kangyo Bank of California, as trustee, pursuant to 
which the IDB Bonds were issued.

		"IDB Letter of Credit" means that certain Irrevocable 
Letter of Credit No. S04377 dated October 5, 1988 in the 
original stated amount of $9,510,411.00 issued by Bankers 
to the Trustee under the IDB Indenture to support payment 
of the IDB Bonds, as amended to date and as the same may 
be further amended from time to time.

		"IDB Principal Obligations" has the meaning set forth 
in Section 2.01B hereof.

		"Incremental Subfacility" has the meaning set forth 
in Section 2.01D.

		"Indebtedness," as applied to any Person, means 
without duplication, (a) any liability of any Person 
(i) for borrowed money, or under any reimbursement 
obligation relating to a letter of credit or a bankers' 
acceptance, or (ii) evidenced by a bond, note, debenture 
or similar instrument (including a purchase money 
obligation given in connection with the acquisition of 
any businesses, properties or assets of any kind, other 
than a trade payable or a current liability arising in 
the ordinary course of business), or (iii) for the 
payment of money with respect to a Capital Lease, or 
(iv) in respect of an interest rate, currency, commodity 
or other hedge or protection arrangement; (b) any 
guarantee with respect to Indebtedness (of the kind 
otherwise described in this definition) of another 
Person; and (c) any amendment, supplement, modification, 
deferral, renewal, extension or refunding of any 
liability of the types referred to in clauses (a) and (b) 
above.

		"Indemnitee" has the meaning set forth in Section 
8.06.

		"Intercreditor Agreement" means the Intercreditor 
Agreement dated as of June 22, 1993 among Bankers (in its 
capacity as issuer of letters of credit under the 
Prepetition Letter of Credit Agreement), Bankers Trust 
Company (as holder of Priority Notes, Senior Notes and 
Subordinated Notes), Massachusetts Mutual Life Insurance 
Company, Phoenix Home Life Insurance Company, Crown Life 
Insurance Company, Century Life of America, Century Life 
Insurance Company and Collateral Agent, as it may be 
amended, supplemented or modified from time to time.

		"Interest Drawing" means any drawing under the IDB 
Letter of Credit for the purpose of paying interest 
coming due on the IDB Bonds.  If any drawing under the 
IDB Letter of Credit is applied to the payment of both 
interest on the IDB Bonds and principal, premium and 
other amounts other than interest, it shall be deemed a 
Principal Drawing to the extent that such drawing is 
applied to the payment of principal, premium and amounts 
other than interest and an Interest Drawing to the extent 
proceeds of such drawing are applied to pay interest on 
the IDB Bonds.

		"Interim Order" means an order of the Court 
authorizing this Agreement and the transactions 
contemplated hereby entered in the Chapter 11 Case after 
an interim hearing under Bankruptcy Rule 4001(b)(2) or 
(c)(2) in the form attached as Exhibit B with any 
modifications approved by Bankers.

		"Internal Revenue Code" means the Internal Revenue 
Code of 1986, as amended.

		"Letters of Credit" means the irrevocable, standby 
letters of credit (other than the IDB Letter of Credit) 
issued and deemed to have been issued by Bankers pursuant 
to Section 2.01 (including, without limitation, the 
Existing Letters of Credit) and any successor standby 
letters of credit as provided in such standby letters of 
credit provided that such term shall include one or more 
documentary letters of credit (the "Exxon Letters of 
Credit") up to an aggregate amount of $2,000,000 issued 
for the account of Huntway for the benefit of Exxon 
Company U.S.A. or one of its Affiliates.

		"Letter of Credit Commitment" has the meaning set 
forth in Section 2.01B.

		"Letter of Credit Commitment Amount" has the meaning 
set forth in Section 2.01B.

		"Letter of Credit Usage" means, as at any date of 
determination, the sum of (i) the maximum aggregate 
amount which is or at any time thereafter may become 
available for drawing under all Letters of Credit 
(including, without limitation, the Existing Letters of 
Credit) then outstanding plus (ii) the aggregate amount 
of all drawings under all Letters of Credit honored by 
Bankers and not theretofore reimbursed by Huntway.

		"Lien" means any lien, mortgage, pledge, security 
interest, charge or encumbrance of any kind (including 
any conditional sale or other title retention agreement, 
any lease in the nature thereof, and any agreement to 
give any lien or security interest).

		"Material Adverse Effect" means (i) a material 
adverse effect upon the business, operations, properties, 
assets, condition (financial or otherwise) or prospects 
of Huntway and its Subsidiaries, taken as a whole, or 
(ii) the impairment of the ability of Huntway to perform, 
or of Bankers to enforce, the Obligations.

		"Multiemployer Plan" means a "multiemployer plan" 
within the meaning of Section 3(37) of ERISA to which 
Huntway or any of its ERISA Affiliates is contributing or 
to which Huntway or any of its ERISA Affiliates has an 
obligation to contribute.

		"Notice of Issuance of Letter of Credit" has the 
meaning set forth in Section 2.01C.

		"Obligations" means all obligations of Huntway to 
Bankers of every kind and description (whether or not 
evidenced by a note or other instrument and whether or 
not for the payment of money) direct or indirect, 
absolute or contingent, due or to become due, now 
existing or hereafter arising pursuant to the terms of 
this Agreement or any Letter of Credit or the IDB Letter 
of Credit or any other document or instrument issued 
pursuant hereto or thereto. 

		"Orders" means the Interim Order and the Final Order.

		"Participant" has the meaning set forth in Section 
2.07.

		"PBGC" means the Pension Benefit Guaranty Corporation 
(or any successor thereto).

		"Pension Plan" means any Employee Benefit Plan that 
is subject to the provisions of Section 412 of the 
Internal Revenue Code and that is maintained for 
employees of Huntway or any ERISA Affiliate of Huntway, 
other than a Multiemployer Plan.

		"Permitted Liens" means the following types of Liens:

				(i)	Liens (other than any Lien imposed by 
ERISA) for taxes (including Liens for real property 
taxes), assessments or governmental charges or 
governmental claims the payment of which is not at 
the time required by Section 405;

				(ii)	Statutory Liens of landlords and Liens 
of carriers, warehousemen, mechanics, materialmen and 
other liens imposed by law incurred in the ordinary 
course of business for sums not yet delinquent or 
being contested in good faith, if such reserve or 
other appropriate provision, if any, as shall be 
required by GAAP shall have been made therefor;

				(iii)	Liens (other than any Lien 
imposed by ERISA) incurred or deposits made in the 
ordinary course of business in connection with 
workers' compensation, unemployment insurance and 
other types of social security, or to secure the 
performance of tenders, statutory obligations, surety 
and appeal bonds, bids, leases, government contracts, 
performance and return-of-money bonds and other 
similar obligations (exclusive of obligations for the 
payment of borrowed money);

				(iv)	Any attachment or judgment Lien not in 
excess of $100,000 (exclusive of any amount 
adequately covered by insurance as to which the 
insurance company has acknowledged coverage) and any 
other attachment or judgment lien unless the judgment 
it secures shall, within 45 days after the entry 
thereof, not have been discharged or execution 
thereof stayed pending appeal, or shall not have been 
discharged within 45 days after the expiration of any 
such stay;

				(v)	Leases or subleases granted to others 
not interfering in any material respect with the 
business of Huntway or any of its Subsidiaries;

				(vi)	Easements, rights-of-way, 
restrictions, minor defects or irregularities in 
title and other similar charges or encumbrances not 
interfering in any material respect with the ordinary 
conduct of the business of Huntway or any of its 
Subsidiaries;

				(vii)	Liens arising from UCC financing 
statements regarding leases permitted by this 
Agreement;

				(viii)	Liens in favor of customs and 
revenue authorities arising as a matter of law to 
secure payment of customs duties in connection with 
the importation of goods; and

				(ix)	Liens securing obligations not in 
excess of $50,000 in aggregate outstanding amount 
arising from automobile and personal property leases; 

		"Person" means an individual, a corporation, a 
partnership, an association, a trust or any other entity 
or organization, including a government or political 
subdivision or an agency or instrumentality thereof.

		"Petition Date" has the meaning assigned to it in the 
recital clauses hereof.

		"Plan of Reorganization" means a plan of 
reorganization in the Chapter 11 Case.

		"Prepetition Letter of Credit Agreement" has the 
meaning assigned to it in the recital clauses hereof.

		"Principal Drawing" means any drawing under the IDB 
Letter of Credit for the purpose of paying the principal, 
premium, if any or other amounts coming due and payable 
on the IDB Bonds, other than interest.  If any drawing 
under the IDB Letter of Credit is applied to the payment 
of both interest on the IDB Bonds and principal, premium 
and other amounts other than interest, it shall be deemed 
a Principal Drawing to the extent that such drawing is 
applied to the payment of principal, premium and amounts 
other than interest and an Interest Drawing to the extent 
proceeds of such drawing are applied to pay interest on 
the IDB Bonds.

		"Potential Event of Default" means a condition or 
event which, after notice or lapse of time or both, would 
constitute an Event of Default if that condition or event 
were not cured or removed within any applicable grace or 
cure period.

		"Priority Notes" means those certain 8% Priority 
Secured Notes due 1994 issued by Huntway pursuant to the 
Collateralized Note Indenture.

		"Principal Office" means the principal office of 
Bankers at 1 BT Plaza, 130 Liberty Street, New York, New 
York.

		"Related Documents" means each Letter of Credit, each 
Notice of Issuance of Letter of Credit, the Orders and 
any instrument, document or agreement relating thereto.

		"Release" means any release, spill, emission, 
leaking, pumping, pouring, injection, escaping, deposit, 
disposal, discharge, dispersal, dumping, leaching or 
migration of Hazardous Materials into the indoor or 
outdoor environment (including, without limitation, the 
abandonment or disposal of any barrels, containers or 
other closed receptacles containing any Hazardous 
Materials), or into or out of any Facility, including the 
movement of any Hazardous Material through the air, soil, 
surface water, groundwater or property.

		"Reprise" means Reprise Holdings, Inc., a Texas 
corporation.

		"Restricted Junior Payment" means any distribution, 
direct or indirect, whether in cash or other property on 
account of (i) the units of ownership in Huntway or any 
other partnership interest in Huntway or dividend, 
distribution or similar payment, redemption, purchase, 
retirement or other acquisition for value, direct or 
indirect, of any units of ownership in Huntway or any 
other partnership interest in Huntway, (ii) the Junior 
Subordinated Debentures for the payment or prepayment of 
principal or interest or the redemption, purchase, 
retirement, defeasance, sinking fund or similar payment 
with respect to such securities, and (iii) warrants, 
options or other rights to acquire units of ownership in 
Huntway in order to retire, or to obtain the surrender 
of, such securities.

		"Secondary Securities" shall have the meaning set 
forth in the Subordinated Note Indenture.

		"Secured Lenders" has the meaning assigned to it in 
the recital clauses hereof.

		"Senior Notes" means those certain 8% Senior Secured 
Notes due 2000 issued by Huntway pursuant to the 
Collateralized Note Indenture.

		"Stated Termination Date" means with respect to any 
Letter of Credit or the IDB Letter of Credit, the date on 
which Bankers' obligations under such Letter of Credit or 
the IDB Letter of Credit, as the case may be, expire or 
terminate.

		"Subfacility" has the meaning set forth in Section 
2.01D.

		"Subfacility Commitments" has the meaning set forth 
in Section 2.01D.

		"Subfacility Enhancement" means an increase in any 
Subfacility (and corresponding decrease in another 
Subfacility) pursuant to the proviso in Section 2.01D.

		"Subordinated Note Indenture" has the meaning 
assigned to it in the recital clauses hereof.

		"Subordinated Notes" means those certain Increasing 
Rate Subordinated Secured Notes due 2008 (including the 
Subordinated Note (Sunbelt IDB) and the Subordinated 
Notes (Other) and any Secondary Securities issued in 
respect thereof) issued by Huntway pursuant to the 
Subordinated Note Indenture.

		"Subordinated Notes (Other)" means those certain 
Increasing Rate Subordinated Secured Notes due 2008 
issued by Huntway under the Subordinated Note Indenture 
and any Secondary Securities issued in respect thereof.

		"Subordinated Note (Sunbelt IDB)" means that certain 
Increasing Rate Subordinated Secured Note due 2008 issued 
by Huntway to Bankers and any Secondary Securities issued 
in respect thereof, representing Huntway's assumption of 
the reimbursement, fee and other obligations (including 
Huntway's guaranty of Sunbelt's obligations) owed to 
Bankers arising in connection with the IDB Letter of 
Credit pursuant to the Huntway Assumption Agreement.

		"Subsidiary" means any corporation, association, 
partnership or other business entity of which more than 
50% of the total voting power of shares of stock or 
memberships entitled (without regard to the occurrence of 
any contingency) to vote in the election of the Person or 
Persons (whether directors, managers, trustees or other 
Persons performing similar functions) having the power to 
direct or cause the direction of the management and 
policies thereof is at the time owned or controlled, 
directly or indirectly, by any Person or one or more of 
the other Subsidiaries of that Person or a combination 
thereof, and references herein to Subsidiaries of 
Huntway, Huntway and its Subsidiaries or other similar 
references shall include Sunbelt unless otherwise 
excluded.

		"Tax" or "Taxes" means any present or future tax, 
levy, impost, duty, charge, fee, deduction or withholding 
of any nature and whatever called, by whomsoever, on 
whomsoever and wherever imposed, levied, collected, 
withheld or assessed.  "Tax on overall net income" of a 
Person shall be construed as a reference to tax imposed 
by the jurisdiction in which its principal office 
(and/or, in the case of Bankers, its lending office) is 
located on all or part of the net income, profits or 
gains of that Person (whether worldwide, or only insofar 
as such income, profits or gains are considered to arise 
in or to relate to a particular jurisdiction, or 
otherwise).

		"Total Letters of Credit" means the Letters of Credit 
and the IDB Letter of Credit.

		SECTION 1.02.	Accounting Terms; Utilization of GAAP 
for Purposes of Calculations Under Agreement.  For purposes of 
this Agreement, all accounting terms not otherwise defined 
herein shall have the meanings assigned to them in conformity 
with GAAP. Calculations in connection with the definitions, 
covenants and other provisions of this Agreement shall utilize 
accounting principles and policies in conformity with those 
used to prepare the audited financial statements of Huntway 
and its Subsidiaries for the year ended December 31, 1995.

		SECTION 1.03.	Other Definitional Provisions.  
References to "Sections" and "subsections" shall be to 
Sections and subsections, respectively, of this Agreement 
unless otherwise specifically provided.  Any of the terms 
defined in subsection 1.1 may, unless the context otherwise 
requires, be used in the singular or the plural depending on 
the reference.

		SECTION 1.04.	Interim and Final Orders to Govern.  
In the event of any inconsistency between this Agreement and 
the Interim Order or Final Order, the terms of the Interim 
Order or Final Order, as applicable, shall govern.


	ARTICLE II
	AMOUNT AND TERMS OF LETTERS OF CREDIT

		SECTION 2.01.  The Letters of Credit and the IDB 
Letter of Credit.

		A.	Request for Issuance or Amendment.  Huntway may 
request that, in accordance with the provisions of this 
Section 2.01, on and after the Effective Date to and excluding 
the Commitment Termination Date, Bankers (A) issue dollar-
denominated Letters of Credit for the account of Huntway or 
(B) amend any Letter of Credit previously issued or deemed to 
have been issued under this Agreement; provided that (i) in no 
event shall Bankers issue any Letter of Credit or amend any 
Letter of Credit in a manner that would result in any Letter 
of Credit having a Stated Termination Date more than 9 months 
after its date of issuance; and (ii) Huntway shall not request 
that Bankers issue or amend any Letter of Credit if, after 
giving effect to such issuance or amendment, either (x) the 
Letter of Credit Usage would exceed the Letter of Credit 
Commitment Amount or (y) the aggregate amount of Letters of 
Credit under any Subfacility would exceed its respective 
Subfacility Commitment and (iii) no Huntway Documentary Letter 
of Credit (other than an Exxon Letter of Credit) may be 
amended or otherwise extended or renewed under this Agreement.  
The issuance or amendment of any Letter of Credit in 
accordance with the provisions of this Section 2.01 shall 
require the satisfaction of each condition set forth in 
Section 3.02.

		Huntway and Bankers agree that all Existing Letters 
of Credit and the IDB Letter of Credit shall for all purposes 
of this Agreement be deemed to have been issued under and 
pursuant to the terms of this Agreement.  All obligations of 
Huntway under the Prepetition Letter of Credit Agreement shall 
be continued under this Agreement except to the extent that 
other provision is specifically made therefor hereunder.  The 
principal amount and beneficiary of each Existing Letter of 
Credit outstanding as of the Effective Date and the IDB Letter 
of Credit is set forth on Schedule I annexed hereto.

		Each Letter of Credit may provide that Bankers may 
(but shall not be required to) pay the beneficiary thereof 
upon the occurrence of an Event of Default and the 
acceleration of the Obligations as provided in Section 6.02 
or, if payment is not then due to the beneficiary, provide for 
the deposit of funds in an account to secure payment to the 
beneficiary and that any funds so deposited shall be paid to 
the beneficiary of such Letter of Credit if conditions to such 
payment are satisfied or returned to Bankers (or, if all 
Obligations shall have been indefeasibly paid in full, to 
Huntway if no payment to the beneficiary has been made and the 
final date available for drawings under such Letter of Credit 
has passed.  Each payment or deposit of funds by Bankers as 
provided in this paragraph shall be treated for all purposes 
of this Agreement as a drawing duly honored by Bankers under 
the related Letter of Credit.

		B.	Letter of Credit Commitment.

		(i)	Bankers' commitment to issue and amend Letters 
of Credit pursuant to this Section 2.01 from the 
Effective Date to and excluding the Commitment 
Termination Date is herein referred to as its "Letter of 
Credit Commitment".  The maximum aggregate amount of the 
Letter of Credit Commitment of Bankers at any time is 
$17,500,000 (the amount available pursuant to Section 
2.01D(i) at any date of determination being the "Letter 
of Credit Commitment Amount") and the Letter of Credit 
Commitment shall expire on the Commitment Termination 
Date.  The Letter of Credit Usage shall not at any time 
exceed the Letter of Credit Commitment Amount.

		(ii)	Bankers agrees to extend the Stated Termination 
Date of the IDB Letter of Credit from time to time from 
the Effective Date to and excluding the Commitment 
Termination Date in accordance with the terms thereof and 
hereof (the "IDB Letter of Credit Commitment"); provided 
that in no event shall Bankers amend the IDB Letter of 
Credit in a manner that would result in the IDB Letter of 
Credit having a Stated Termination Date more than 9 
months after the date of its most recent amendment.  The 
IDB Letter of Credit shall not be included within the 
defined term "Letter of Credit" and the amount available 
for drawing thereunder shall not be included in 
determining usage or availability of the Letter of Credit 
Amount.  Huntway's obligation to reimburse Bankers for 
any Principal Drawing under the IDB Letter of Credit (the 
"IDB Principal Obligation") has been assumed by Huntway 
pursuant to the Huntway Assumption Agreement and is and 
shall continue to be evidenced by the Subordinated Note 
(Sunbelt IDB).  No commission shall be payable hereunder 
with respect to the IDB Letter of Credit.

		C.	Notice of Issuance or Amendment of Letters of 
Credit.  Whenever Huntway desires the issuance of a Letter of 
Credit or the amendment of an Existing Letter of Credit or the 
IDB Letter of Credit, a Designated Officer of Huntway shall 
deliver to Bankers a Notice of Issuance of Letter of Credit in 
the form of Exhibit A annexed hereto (a "Notice of Issuance") 
no later than 3:00 P.M. (New York time) at least five Business 
Days, or such shorter period as may be agreed to by Bankers in 
any particular instance, in advance of the proposed date of 
issuance.  The Notice of Issuance of Letter of Credit shall 
specify (i) the proposed date of issuance or amendment (which 
shall be a Business Day); (ii) the face amount of such Letter 
of Credit or the IDB Letter of Credit, as the case may be; 
(iii) the expiration date of such Letter of Credit or the IDB 
Letter of Credit, as the case may be; (iv) the name and 
address of the beneficiary; (v) the purpose (which shall be 
limited to the purposes identified in Section 2.01D) for which 
such Letter of Credit or the IDB Letter of Credit, as the case 
may be is being issued or amended; (vi) the Subfacility 
pursuant to which such Letter of Credit is being issued or 
amended and, if it is being issued or amended pursuant to a 
Subfacility Enhancement, the Subfacility being reduced to 
effect such enhancement; and (vii) specify a precise 
description of the documents and the verbatim text of any 
certificate to be presented by the beneficiary which, if 
presented by the beneficiary prior to the expiration date of 
such Letter of Credit or the IDB Letter of Credit, as the case 
may be, would require Bankers to make payment under such 
Letter of Credit or the IDB Letter of Credit, as the case may 
be; provided that Bankers, in its sole judgment, may require 
changes in any such documents and certificates; and provided 
further that no Letter of Credit or IDB Letter of Credit shall 
require payment against a conforming draft to be made 
hereunder on the same Business Day that such draft is 
presented if such presentation is made after 11:00 A.M. (New 
York time) on such Business Day.  In determining whether to 
pay under any Letter of Credit or the IDB Letter of Credit, 
Bankers shall be responsible only to determine that the 
documents and certificates required to be delivered under that 
Letter of Credit or the IDB Letter of Credit, as the case may 
be, have been delivered and that they comply on their face 
with the requirements of that Letter of Credit or the IDB 
Letter of Credit, as the case may be.

		D.	Purposes of Letters of Credit.

		(i)	The Letters of Credit may be requested by 
Huntway for the following purposes (the availability of 
Letters of Credit for each such purpose being a "Subfacility") 
and in the following face amounts (as such amounts are reduced 
or increased as a result of a Subfacility Enhancement, the 
"Subfacility Commitments"):

		(a)	Letters of Credit in an aggregate face amount of 
up to $1,500,000 at any one time outstanding may be 
requested to support nonspeculative hedging agreements 
relating to the price of crude oil entered into by 
Huntway (the "Hedging Subfacility");

		(b)	Letters of Credit in an aggregate face amount of 
up to $14,500,000 at any one time outstanding may be 
requested to support the purchase and exchange of crude 
and crude products by Huntway and Sunbelt (the "Crude 
Supply Subfacility"); and

		(c)	Letters of Credit in an aggregate face amount of 
up to $1,500,000 at any one time outstanding may be 
requested to support existing lease obligations of 
Huntway or its Subsidiaries, other obligations of Huntway 
or its Subsidiaries for which Bankers has previously 
issued Letters of Credit not specified in clauses (a) or 
(b) above, capital leases entered into by Huntway after 
the date hereof to the extent permitted hereunder, 
modifier purchases, performance bonds and surety bonds 
(the "Incremental Subfacility");

provided that (A) upon the request by Huntway and the consent 
by Bankers, all or a portion of the Hedging Subfacility and 
the Incremental Subfacility will be made available for the 
purposes identified in clause (b) above; and (B) in no event 
shall the aggregate Letter of Credit Usage exceed the Letter 
of Credit Commitment Amount.

		(ii)	Huntway may request amendments to extend the IDB 
Letter of Credit in an aggregate face amount of up to 
$9,099,726 at any one time outstanding to secure the payment 
of principal, interest and premium, if any, payable as a 
result of a Determination of Taxability (as defined in the IDB 
Indenture) on the IDB Bonds and for the repurchase of tendered 
IDB Bonds as set forth in the IDB Indenture;

		SECTION 2.02.  Reimbursement.

		(a)	Huntway hereby agrees to pay to Bankers (x) on 
the date that any amount drawn is honored under any 
Letter of Credit or on the date that any Interest Drawing 
in honored under the IDB Letter of Credit, a sum equal to 
such amount, (y) on demand, any other amounts expressly 
payable by Huntway to Bankers under this Agreement, and 
(z) on demand, interest on any amounts unpaid by Huntway 
when due under this Agreement, whether at maturity, by 
acceleration, on the date demanded or otherwise, 
including post-petition interest in any proceeding under 
the United States Bankruptcy Code or other applicable 
bankruptcy laws, from and including the date such amounts 
become due until payment in full, whether before or after 
judgment, at a fluctuating interest rate per annum equal 
to the Base Rate plus 5%.  Payment or acceptance of 
interest provided for herein is not a permitted 
alternative to timely payment and shall not constitute a 
waiver of any Event of Default or otherwise prejudice or 
limit any rights or remedies of Bankers.

		(b)	Promptly after any Principal Drawing under the 
IDB Letter of Credit, Bankers shall surrender the 
Subordinated Note (Sunbelt IDB) for exchange under the 
Subordinated Note Indenture for a Subordinated Note 
(Other) dated the date of such drawing in a principal 
amount equal to the amount of such drawing.  Bankers 
shall also surrender a proportional amount of Secondary 
Securities Subordinated Note (Sunbelt IDB) for Secondary 
Securities Subordinated Note (Other). If the Plan of 
Reorganization that is confirmed is substantially in the 
form of the plan filed by Huntway with the Court on the 
Petition Date, then on the effective date of the Plan of 
Reorganization Bankers shall exchange New Senior Notes 
(Sunbelt IDB) received by Bankers on the effective date 
of the Plan of Reorganization in an aggregate amount 
equal to the amount of such Principal Drawing for New 
Senior Notes (Other) in accordance with Section 310 of 
the New Collateralized Note Indenture (as each such term 
is defined in the Plan of Reorganization).

		(c)	Huntway's obligation to reimburse any Interest 
Drawing shall constitute an Obligation under this 
Agreement and Bankers shall not exchange or convert any 
Subordinated Note (Sunbelt IDB) in the event of an 
Interest Drawing but shall instead be reimbursed by 
Huntway in accordance with Section 2.02(a).

		SECTION 2.03.	Fees.

		(a)	Huntway hereby agrees to pay to Bankers, a 
commission equal to 2.00% per annum on the face amount of 
Letters of Credit outstanding; provided that Huntway shall pay 
a commission of 3.00% per annum on the face amount of any 
Letter of Credit issued under the Crude Supply Subfacility 
when the aggregate face amount of Letters of Credit 
outstanding under such subfacility exceeds $14,500,000.  
Notwithstanding the grant of any participation pursuant to 
Section 2.07, Bankers shall at all times retain a portion of 
such commission equal to .25% per annum on the face amount of 
Letters of Credit Outstanding in payment for administrative 
services in connection therewith.  All such commissions shall 
be payable on the thirtieth day of each calendar month during 
each year commencing on the thirtieth day of the month in 
which the Effective Date occurs and on the Commitment 
Termination Date and shall be calculated on the basis of a 
360-day year for the actual number of days elapsed.

		(b)	Huntway hereby agrees to pay to Bankers with 
respect to the issuance, amendment or transfer of each Letter 
of Credit and the IDB Letter of Credit and each drawing made 
thereunder, documentary and processing charges in accordance 
with Bankers' standard schedule for such charges in effect at 
the time of such issuance, amendment, transfer or drawing, as 
the case may be, or as otherwise agreed to by Bankers.

		(c)	Huntway agrees to pay to Bankers a commitment 
fee for the period from and including the Effective Date to 
and excluding the Commitment Termination Date equal to the 
average of the daily unused portion of the Letter of Credit 
Commitment multiplied by 1/2 of 1% per annum, such commitment 
fees to be calculated on the basis of a 360-day year and the 
actual number of days elapsed and to be payable monthly in 
arrears on the thirtieth day of each month, commencing on the 
thirtieth day of the month in which the Effective Date occurs.

		SECTION 2.04.	Increased Costs.

		If Bankers determines (which determination shall, in 
the absence of demonstrable error, be final and conclusive and 
binding on all parties) that any law, treaty or governmental 
rule, regulation or order, or any change therein or in the 
interpretation, administration or application thereof 
(including the introduction of any new law, treaty, 
governmental rule, regulation or order) or any determination 
of any governmental authority, court, central bank or 
comparable agency, or compliance by Bankers with any 
guideline, request or directive issued or made after the date 
hereof by any central bank or other governmental or quasi-
governmental authority (whether or not having the force of 
law) shall:

		(A)	subject Bankers to any additional Tax with 
respect to any Letter of Credit or the IDB Letter of 
Credit, or shall change the amounts due under this 
Agreement or any of the Related Documents or its 
obligation to make any payment under the Letters of 
Credit or the IDB Letter of Credit (except for changes in 
the rate of Tax on the overall net income of Bankers 
imposed by the jurisdiction in which Bankers' Principal 
Office is located); or

		(B)	impose, modify or deem applicable any reserve 
(including, without limitation, any marginal, emergency, 
supplemental, special or other reserve), capital 
adequacy, special deposit, insurance or similar 
requirement (including, without limitation, any such 
requirement imposed by the Board of Governors of the 
Federal Reserve System) against letters of credit issued 
by or assets held by, deposits with or for the account 
of, or credit extended by, Bankers; or 

		(C)	impose on Bankers any condition with respect to 
this Agreement, the Letters of Credit or the IDB Letter 
of Credit or any of the Related Documents;

and the result of any of the foregoing is to increase the cost 
to Bankers of the issuance or maintenance of the Letters of 
Credit or the IDB Letter of Credit, or to reduce the amount of 
any sum received or receivable by Bankers under this Agreement 
or under any of the Related Documents with respect thereto, by 
an amount deemed by Bankers to be material, or to reduce the 
rate of return on Bankers' capital as a consequence of its 
obligations hereunder to a level below which Bankers could 
have achieved, but for such compliance, taking into account 
Bankers' policies with respect to capital adequacy, then, 
within ten days after demand by Bankers, Huntway shall pay for 
Bankers' account such additional amount or amounts as will 
compensate Bankers for such increased cost or reduction 
together with interest on each such amount at a rate equal to 
the Base Rate plus 2% from the date of such demand by Bankers 
until payment in full thereof.  Bankers will promptly notify 
Huntway and Sunbelt of any event occurring after the date 
hereof of which Bankers has knowledge which will entitle 
Bankers to compensation pursuant to this Section 2.04.  A 
certificate of Bankers claiming compensation under this 
Section 2.04 and setting forth in reasonable detail the 
calculation of the additional amount or amounts to be paid to 
it hereunder and the basis therefor shall be conclusive and 
binding in the absence of demonstrable error.  In determining 
such amount, Bankers may use any reasonable averaging and 
attribution methods.  The provisions of this Section shall 
apply equally to any Person acting as a Participant in the 
Total Letters of Credit, as if such Person were Bankers 
hereunder.

		SECTION 2.05.  Payments and Computations.  All 
payments by Huntway to Bankers hereunder shall be made in 
lawful currency of the United States and in immediately 
available funds at the Principal Office of Bankers or at such 
other address as Bankers may designate in writing to Huntway.  
Whenever any payment under this Agreement shall be due on a 
day which is not a Business Day, the date for payment thereof 
shall be extended to the next succeeding Business Day.  If the 
date for any payment of principal is extended by operation of 
law or otherwise, interest thereon shall be payable for such 
extended time.  Computations of interest hereunder shall be 
made by Bankers on the basis of a year of 360 days for the 
actual number of days elapsed (including the first day but 
excluding the last day) and shall be conclusive with respect 
to the amount of interest owed by Huntway absent manifest 
error.

		SECTION 2.06.  Obligations Absolute.  The payment 
Obligations of Huntway under this Agreement shall be absolute, 
unconditional and irrevocable, and shall be paid strictly in 
accordance with the terms of this Agreement under all 
circumstances whatsoever, including, without limitation, the 
following circumstances:

		(i)	any lack of validity or enforceability of any 
Letter of Credit or the IDB Letter of Credit, this 
Agreement or any other Related Document;

		(ii)	any amendment or waiver of or any consent to 
departure from this Agreement or all or any of the 
Related Documents except to the extent such amendment, 
waiver or consent relates to the specific payment 
Obligations in question;

		(iii)	the existence of any claim, set-off, 
defense or other rights which Huntway, or any other 
Person may have at any time against any beneficiary or 
any transferee of any Letter of Credit or the IDB Letter 
of Credit (or any Persons for whom any such beneficiary 
or any such transferee may be acting), Bankers or any 
other Person, whether in connection with this Agreement, 
the transactions contemplated herein or in the Related 
Documents or any unrelated transaction;

		(iv)	any statement or any other document presented 
under any Letter of Credit or the IDB Letter of Credit 
proving to be forged, fraudulent, invalid or insufficient 
in any respect or any statement therein being untrue or 
inaccurate in any respect whatsoever;

		(v)	payment by Bankers under any Letter of Credit or 
the IDB Letter of Credit against presentation of a draft 
or certificate which does not comply with the terms of 
such Letter of Credit or the IDB Letter of Credit, as the 
case may be; provided that such payment does not 
constitute gross negligence or willful misconduct of 
Bankers; or

		(vi)	any other circumstance or happening whatsoever, 
whether or not similar to any of the foregoing.

		SECTION 2.07.  Participations.  Bankers shall have 
the right to grant participation rights in this Agreement and 
Bankers' obligations under the Total Letters of Credit at any 
time and from time to time to one or more financial 
institutions (each a "Participant"); provided, however, that, 
except as provided to the contrary in this Agreement, such 
participation rights shall be obligations only of Bankers and 
shall not create any direct obligation of Huntway to any such 
Participant under this Agreement or create any direct 
liability of any such Participant under any Letter of Credit 
or the IDB Letter of Credit.  The grant of participation 
rights shall not affect or diminish the rights of Bankers to 
reimbursement or other payments under Article II of this 
Agreement, such reimbursement or payments to be calculated as 
if Bankers had not granted any such participation rights.

		SECTION 2.08.  Taxes.  All sums payable by Huntway 
under this Agreement and the Related Documents shall be paid 
(i) free of any restriction or condition, (ii) free and clear 
of and (except to the extent required by law) without any 
deduction or withholding on account of any Tax imposed, 
levied, collected, withheld or assessed by or within the 
United States of America or any political subdivision in or of 
the United States of America or any other jurisdiction from or 
to which a payment is made by or on behalf of Huntway or by 
any federation or organization of which the United States of 
America or any such jurisdiction is a member at the time of 
payment and (iii) without deduction or withholding (except to 
the extent required by law) on account of any other amount, 
whether by way of set-off or otherwise.

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

		(i)	Huntway shall notify Bankers of any such 
requirement or any change in any such requirement as soon 
as Huntway becomes aware of it;

		(ii)	Huntway shall pay any such tax or other amount 
before the date on which penalties attach thereto, such 
payment to be made (if the liability to pay is imposed on 
Huntway) for its own account or (if that liability is 
imposed on Bankers) on behalf of and in the name of 
Bankers;

		(iii)	the sum payable by Huntway or Sunbelt in 
respect of which the relevant deduction, withholding or 
payment is required shall be increased to the extent 
necessary to ensure that, after the making of that 
deduction, withholding or payment, Bankers or any other 
party receives on the due date and retains (free from any 
liability in respect of any such deduction, withholding 
or payment) a net sum equal to what it would have 
received and so retained had no such deduction, 
withholding or payment been required or made; and

		(iv)	within 30 days after paying any sum from which 
it is required by law to make any deduction or 
withholding, and within 30 days after the due date of 
payment of any Tax or other amount which it is required 
by clause (ii) above to pay, Huntway shall deliver to 
Bankers evidence satisfactory to Bankers of such 
deduction, withholding or payment and of the remittance 
thereof to the relevant taxing or other authority.

		SECTION 2.09.  Superpriority Nature of Obligations.  
All Obligations shall constitute allowed administrative 
expense claims against Huntway in the Chapter 11 Case with 
priority under Section 364(c)(1) of the Bankruptcy Code over 
any and all other administrative expenses of the kind 
specified or ordered pursuant to any provision of the 
Bankruptcy Code, including, but not limited to, Sections 105, 
326, 328, 503(b), 506(c), 507(a), 507(b) and 726 of the 
Bankruptcy Code; provided that such Section 364(c)(1) claims 
shall be subject to:  (i) unpaid professional fees and 
expenses allowed in the Chapter 11 Case in an aggregate amount 
(determined without regard to fees and expenses incurred 
before the delivery to Huntway by Bankers of a notice imposing 
the limitations in this paragraph) not to exceed $350,000 
(exclusive of any fees payable to counsel to the Bankers 
pursuant to Section 7.07 hereof) and (ii) fees payable to the 
United States Trustee pursuant to 28 U.S.C. 1930(a)(6).  

		SECTION 2.10.  Collateral.  Huntway hereby grants 
Bankers a security interest in and Lien on all of its right, 
title and interest to the Collateral to secure the 
Obligations.  The Lien securing the Obligations shall be a 
first priority Lien on the Collateral to the extent provided 
in the Orders.


	ARTICLE III
	CONDITIONS OF EFFECTIVENESS AND ISSUANCE

		SECTION 3.01.  Condition Precedent to Effectiveness 
of this Agreement.  This Agreement shall become effective, and 
the Existing Letters of Credit and the IDB Letter of Credit 
shall be deemed to have been issued hereunder upon 
satisfaction of the following conditions:

	(a)	Huntway Documents.  On or before the Effective Date, 
Huntway shall deliver to Bankers the following each, unless 
otherwise noted, dated the Effective Date:  


			1.	Certified copies of its Amended and 
Restated Agreement of Limited Partnership and all 
amendments thereto, together with a good standing 
certificate from the Secretary of State of the State of 
Delaware, dated a recent date prior to the Effective 
Date; 

			2.	Resolutions of the Board of Directors of 
Reprise Holdings, Inc. the general partner the General 
Partner of Huntway, approving and authorizing the 
commencement of the Chapter 11 Case and the execution, 
delivery, and performance of this Agreement and the 
Related Documents, certified as of the Effective Date by 
its corporate secretary or an assistant secretary as 
being in full force and effect without modification or 
amendment; 

			3.	Signature and incumbency certificates of 
its officers executing this Agreement and the Related 
Documents; and 

			4.	Executed copies of this Agreement.

	(b)	Fees.  Bankers shall have received payment by Huntway 
of all fees referred to in Section 5.01(b) and any other 
amounts which are due and payable to Bankers upon 
effectiveness of this Agreement.

	(c)	Orders.  Bankers shall have received a certified copy 
of the Interim Order or, if there is no Interim Order, the 
Final Order; and the Interim Order or Final Order, as the case 
may be, shall have been entered by the Court and be in full 
force and effect, and shall not have been stayed, reversed, 
vacated, modified, amended or rescinded.

	(d)	No Other Orders.  Except for the Orders and the Cash 
Collateral Order, no order of the Court shall have been 
entered (i) authorizing Huntway to borrow money pursuant to 
Section 364 of the Bankruptcy Code from any other entity or to 
obtain any other credit from any other entity secured by a 
lien or security interest on any of their respective assets 
pursuant to section 364(c) or (d) of the Bankruptcy Code or 
(ii) affording any creditor adequate protection under sections 
361-364 of the Bankruptcy Code by granting a lien or security 
interest in any Collateral (unless the lien or security 
interest is junior to all of the liens and security interests 
granted under this Agreement, the Cash Collateral Order and 
the prepetition liens and security interests of the Secured 
Lenders and provided that all such junior liens do not secure 
indebtedness in excess of $100,000 in the aggregate).

	(f)	Cash Collateral Order.  Bankers shall have received a 
certified copy of the Cash Collateral Order and the Cash 
Collateral Order shall have been entered by the Court and be 
in full force and effect, and shall not have been stayed, 
reversed, vacated, modified, amended or rescinded.

	(g)	Consents to Plan of Reorganization.  Huntway shall 
have received ballots sufficient for acceptance of its 
proposed Plan of Reorganization, which Plan of Reorganization 
shall be in form and substance satisfactory to Bankers, to 
permit the Court to confirm such Plan of Reorganization.

		SECTION 3.02.  Conditions Precedent to Issuance or 
Amendment of each Letter of Credit and the IDB Letter of 
Credit.  The obligation of Bankers to issue or amend each 
Letter of Credit and the IDB Letter of Credit shall be subject 
to the following further conditions precedent:

		(a)	On or before the date of issuance or amendment 
of each Letter of Credit or the IDB Letter of Credit, 
Bankers shall have received, in accordance with the 
provisions of Section 2.01C, an originally executed 
Notice of Issuance of Letter of Credit signed by a 
Designated Officer requesting such issuance or amendment, 
all other information specified in Section 2.01C and such 
other documents as Bankers may reasonably require in 
connection with the issuance or amendment of such Letter 
of Credit or the IDB Letter of Credit;

		(b)	As of the date of issuance or amendment of such 
Letter of Credit or the IDB Letter of Credit, as the case 
may be:

			1.	The representations and warranties 
contained herein and in the Related Documents shall 
be true, correct and complete in all material 
respects on and as of that date of issuance or 
amendment to the same extent as though made on and as 
of that date;
	
			2.	No event shall have occurred and be 
continuing or would result from the issuance or 
amendment of such Letter of Credit or the IDB Letter 
of Credit which would constitute an Event of Default 
or a Potential Event of Default; 

			3.	Huntway shall have performed in all 
material respects all agreements and satisfied all 
conditions which this Agreement provides shall be 
performed and satisfied by them on or before such 
issuance or amendment of such Letter of Credit or the 
IDB Letter of Credit;

			4.	No order, judgment or decree of any court, 
arbitrator or governmental authority shall purport to 
enjoin or restrain Bankers from issuing or amending 
such Letter of Credit or the IDB Letter of Credit; 
and

			5.	There shall not be pending or, to the 
knowledge of Huntway, threatened, any action, suit, 
proceeding, governmental investigation or arbitration 
against or affecting Huntway or Sunbelt or any 
property of Huntway or Sunbelt that has not been 
disclosed by Huntway or Sunbelt in writing as 
required pursuant to Section 5.01(t) prior to the 
issuance or renewal of the last preceding Letter of 
Credit or the IDB Letter of Credit (or, in the case 
of the initial Letter of Credit, prior to the 
execution of this Agreement), and there shall have 
occurred no development not disclosed in any such 
action, suit, proceeding, governmental investigation 
or arbitration so disclosed that, in either event, in 
the opinion of Bankers, would be expected to have a 
Material Adverse Effect.  

			6.	The Interim Order or Final Order, as the 
case may be, shall not have been modified by the 
Bankruptcy Court without the consent of Bankers.  No 
order of the Court prohibited in Section 3.01(e) 
shall have been entered on or prior to such date of 
issuance or amendment.


	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES

		SECTION 4.01.  Representations and Warranties.  
Huntway represents and warrants as follows:

		(a)	Huntway is a limited partnership duly formed and 
validly existing under the laws of the State of Delaware; 
Huntway has the requisite partnership power and authority 
to own its properties and to carry on its businesses as 
now conducted and as proposed to be conducted; Huntway 
has the requisite partnership power and authority to 
enter into and perform this Agreement and each Related 
Document to which it is a party; Huntway is in good 
standing in the State of Delaware and wherever necessary 
to carry on its present business and operations, except 
in jurisdictions in which the failure to be in good 
standing has and will have no material adverse effect on 
the conduct of the business of Huntway;

		(b)	The execution, delivery and performance of this 
Agreement and the Related Documents to which it is a 
party have been duly authorized by all necessary 
partnership action by Huntway.

		(c)	Upon entry of the Interim Order (or if there is 
no Interim Order, the Final Order), this Agreement and 
each Related Document to which Huntway is a party will be 
the legal, valid and binding obligations of Huntway 
enforceable against it in accordance with their 
respective terms.

		(d)	Upon entry of the Interim Order (or if there is 
no Interim Order, the Final Order), the execution and 
delivery of this Agreement and the Related Documents, the 
consummation of the transactions herein and therein 
contemplated and the fulfillment of or compliance with 
the terms and conditions hereof and thereof will not in 
any material respect conflict with or constitute a 
violation or breach of or default (with due notice or the 
passage of time or both) under the certificate of limited 
partnership or agreement of limited partnership of 
Huntway or any applicable law or administrative rule or 
regulation, or any applicable court or administrative 
decree or order, or any trust agreement, mortgage, deed 
of trust, loan agreement, material lease, material 
contract or other material agreement or instrument to 
which Huntway or Sunbelt is a party or by which either of 
them or their respective properties are otherwise subject 
or bound (in each case, with respect to which the 
performance has not been excused by the Bankruptcy Code), 
or result in the creation or imposition of any Lien of 
any nature whatsoever, other than a Permitted Lien, upon 
any of the property or assets of Huntway.  Huntway is not 
a party to, or otherwise subject to, any provision 
contained in any instrument evidencing Indebtedness of 
Huntway, any agreement relating thereto or any other 
contract or agreement, including its certificate of 
limited partnership or agreement of limited partnership 
(in each case, with respect to which the performance has 
not been excused by the Bankruptcy Code) which limits the 
amount of, or otherwise imposes restrictions on the 
incurring of the Obligations.

		(e)	Upon entry of the Interim Order (or if there is 
no Interim Order, the Final Order), no consent or 
approval of any trustee, holder of any indebtedness of 
Huntway or any other Person, and no consent, permission, 
authorization, order or license of, or filing or 
registration with, any governmental authority is 
necessary in connection with the execution and delivery 
of this Agreement or the Related Documents, the 
consummation of any transaction herein or therein 
contemplated, or the fulfillment of or compliance with 
the terms and conditions hereof or thereof, except as 
have been obtained or made and as are in full force and 
effect.

		(f)	Except as set forth on Schedule II attached 
hereto, there is no action, suit, proceeding, inquiry or 
investigation before or by any court or federal, state, 
municipal or other governmental authority or arbitrator 
or other Person, pending or, to the knowledge of Huntway 
after reasonable inquiry and investigation, threatened 
against or affecting Huntway or any of its Subsidiaries 
or the assets, properties or operations of Huntway or any 
of its Subsidiaries which, if determined adversely to 
Huntway or any of its Subsidiaries or their respective 
interests, would be reasonably likely to have a Material 
Adverse Effect upon the consummation of the transactions 
contemplated by or the fulfillment or compliance with the 
terms and conditions, or the legality, validity or 
enforceability, of this Agreement or the Related 
Documents, or upon the financial condition, assets, 
properties or operations of Huntway and its Subsidiaries, 
taken as a whole, and neither Huntway nor any of its 
Subsidiaries is in default (and no event has occurred and 
is continuing which with the giving of notice or the 
passage of time or both could constitute a default) with 
respect to any order or decree of any court or any order, 
regulation or demand of any federal, state, municipal or 
other governmental authority or arbitrator or other 
Person, which default would be reasonably likely to have 
consequences that would materially and adversely affect 
the consummation of the transactions contemplated by this 
Agreement or the Related Documents, or the financial 
condition, assets, properties, prospects or operations of 
Huntway and its Subsidiaries, taken as a whole, or their 
respective properties. 

		(g)	Except as set forth on Schedule III attached 
hereto, all tax returns (federal, state and local) 
required to be filed by or on behalf of Huntway and its 
Subsidiaries have been filed, and all taxes shown thereon 
to be due, including interest and penalties, except such, 
if any, as are being actively contested by Huntway or any 
of its Subsidiaries in good faith, have been paid or 
adequate reserves have been made for the payment thereof, 
which reserves, if any, are reflected in the financial 
statements described in subsection (h) of this Section.

		(h)	The audited consolidated balance sheet of 
Huntway as at December 31, 1995, and the related 
statements of income and changes in partners' equity were 
prepared in conformity with GAAP and present fairly the 
financial position of Huntway and its Subsidiaries as at 
such date, and since December 31, 1995, there has been no 
material adverse change in the financial condition, 
assets, liabilities, properties, prospects or results of 
operations of Huntway and its Subsidiaries, taken as a 
whole.  Neither Huntway nor any of its Subsidiaries has 
any material Guaranty or Indebtedness, contingent 
obligation, contingent liability or liability for taxes, 
long term lease or unusual forward or long-term 
commitment that is not reflected in the foregoing 
financial statements or the notes thereto and that in any 
case is material in relation to the business, operations, 
properties, assets, condition (financial or otherwise) or 
prospects of Huntway and its Subsidiaries, taken as a 
whole.

		(i)	Huntway and its Subsidiaries have good and 
marketable title to all their respective properties and 
assets reflected in the most recent consolidated balance 
sheet referred to in Section 4.01(h), except for assets 
acquired or disposed of in the ordinary course of 
business since the date of such consolidated balance 
sheet or financial statements or as otherwise permitted 
hereunder, and all such properties and assets are free 
from any adverse Lien of any kind whatsoever, excepting 
only Permitted Liens.

		(j)	(i)	Except as set forth on Schedule VI hereto 
or disclosed in writing to Bankers prior to the date 
hereof, Huntway and each of its ERISA Affiliates are each 
in compliance in all material respects with all 
applicable provisions of ERISA and the regulations and 
published interpretations thereunder with respect to each 
Employee Benefit Plan, and have performed all their 
obligations under each Employee Benefit Plan.

			(ii)	Except as set forth on Schedule VI hereto, 
no ERISA Event has occurred or is reasonably expected 
to occur with respect to any Employee Benefit Plan.

			(iii)	Except to the extent required under 
Section 4980B of the Internal Revenue Code or 
applicable state continuation coverage laws, no 
Employee Benefit Plan provides health or welfare 
benefits (through the purchase of insurance or 
otherwise) for any retired or former employees of 
Huntway or any of its ERISA Affiliates.

			(iv)	As of the most recent valuation date for 
any Pension Plan, the amount of unfunded benefit 
liabilities (as defined in Section 4001(a)(18) of 
ERISA), individually or in the aggregate for all 
Pension Plans (excluding for purposes of such 
computation any Pension Plans with respect to which 
assets exceed benefit liabilities), does not exceed 
$250,000.

		(k)	Except as set forth on Schedule IV attached 
hereto, Huntway and each of its Subsidiaries has complied 
with all statutes, regulations and other laws of all 
governmental authorities, including environmental laws 
and regulations, applicable to Huntway and its 
Subsidiaries except those statutes, regulations and other 
laws that if violated or breached by Huntway or any of 
its Subsidiaries would not be reasonably expected to have 
a Material Adverse Effect.

		(l)	Neither Huntway nor any of its Subsidiaries is 
subject to regulation under the Public Utility Holding 
Company Act of 1935, the Federal Power Act, the 
Interstate Commerce Act, the Investment Company Act of 
1940 or any other federal or state statute or regulation 
that may limit Huntway's ability to incur Indebtedness or 
that may otherwise render all or any portion of the 
Obligations unenforceable.  Neither Huntway nor any of 
its Subsidiaries is engaged principally, or as one of its 
important activities, in the business of extending credit 
for the purchase of stock or other securities.

		(m)	No information furnished by (or on behalf of) 
Huntway to Bankers in connection with this Agreement or 
the Related Documents includes any untrue statement of a 
material fact or omits to state a material fact necessary 
in order to make the statements made in such information, 
in the light of the circumstances in which they were 
made, not misleading in any material respect.

		(n)	As of the date hereof, Huntway and its 
Subsidiaries possesses all necessary trade names and 
licenses to conduct its business as now operated without 
any known conflict with the valid trademarks, tradenames, 
copyrights, patents, patent rights and licenses or other 
intangible property rights of others.

		(o)	Huntway does not have a Subsidiary other than 
Sunbelt.

		(p)	Except as set forth in Schedule V annexed 
hereto:

			(i)	the operations of Huntway and each of its 
Subsidiaries (including, without limitation, all 
operations and conditions at or in the Facilities) 
comply in all material respects with all 
Environmental Laws;

			(ii)	Huntway and each of its Subsidiaries have 
obtained all Governmental Authorizations under 
Environmental Laws necessary to their respective 
operations, and all such Governmental Authorizations 
are in good standing, and Huntway and each of its 
Subsidiaries are in compliance with all material 
terms and conditions of such Governmental 
Authorizations; 

			(iii)	neither Huntway nor any of its 
Subsidiaries has received (a) any notice or claim to 
the effect that it is or may be liable to any Person 
as a result of or in connection with any Hazardous 
Materials or (b) any letter or request for 
information under Section 104 of the Comprehensive 
Environmental Response, Compensation, and Liability 
Act (42 U.S.C.  9604) or comparable state laws, and, 
to the best of Huntway's knowledge, none of the 
operations of Huntway or any of its Subsidiaries is 
the subject of any federal or state investigation 
relating to or in connection with any Hazardous 
Materials at any Facility or at any other location;

			(iv)	none of the operations of Huntway or any of 
its Subsidiaries is subject to any judicial or 
administrative proceeding alleging the violation of 
or liability under any Environmental Laws which if 
adversely determined is reasonably likely to have a 
Material Adverse Effect;

			(v)	neither Huntway nor any of its Subsidiaries 
nor any of their respective Facilities or operations 
are subject to any outstanding written order or 
agreement with any governmental authority or private 
party relating to (a) any Environmental Laws or 
(b) any Environmental Claims;

			(vi)	neither Huntway nor any of its Subsidiaries 
has any contingent liability in connection with any 
Release of any Hazardous Materials by Huntway or any 
of its Subsidiaries;

			(vii)	neither Huntway nor any of its 
Subsidiaries nor, to the best knowledge of Huntway, 
any predecessor of Huntway or any of its Subsidiaries 
has filed any notice under any Environmental Law 
indicating past or present treatment or Release of 
Hazardous Materials at any Facility, and none of 
Huntway's or any of its Subsidiaries' operations 
involves the generation, transportation, treatment, 
storage or disposal of hazardous waste, as defined 
under 40 C.F.R. Parts 260-270 or any state equivalent 
except to the extent any such activity is conducted 
in compliance with all applicable laws;

			(viii)	no Hazardous Materials exist on, under 
or about any Facility in a manner that has a 
reasonably possibility of giving rise to an 
Environmental Claim having a Material Adverse Effect, 
and neither Huntway nor any of its Subsidiaries has 
filed any notice or report of a Release of any 
Hazardous Materials that has a reasonable possibility 
of giving rise to an Environmental Claim having a 
Material Adverse Effect;

			(ix)	neither Huntway nor any of its Subsidiaries 
nor, to the best knowledge of Huntway, any of their 
respective predecessors has disposed of any Hazardous 
Materials in a manner that has a reasonable 
possibility of giving rise to an Environmental Claim 
having a Material Adverse Effect;

			(x)	no underground storage tanks or surface 
impoundments are on or at any Facility; and

			(xi)	no Lien in favor of any Person relating to 
or in connection with any Environmental Claim has 
been filed or has been attached to any Facility.

		The representations and warranties made by Huntway in 
the Related Documents are hereby incorporated by reference 
herein.


	ARTICLE V
	COVENANTS OF HUNTWAY

		SECTION 5.01.  Covenants.  Huntway covenants and 
agrees that, so long as the Commitment hereunder shall be in 
effect and until termination or expiration of the Total 
Letters of Credit and reimbursement of all amounts owing in 
respect thereof, unless Bankers shall otherwise give prior 
written consent, Huntway shall perform all covenants in this 
Section 5.01.

		(a)	Cash Collateral Order.  Huntway hereby agrees, 
unless Bankers shall otherwise give prior written consent, to 
perform all covenants set forth in the Cash Collateral Order 
and said covenants are hereby incorporated herein by this 
reference with the same effect as though set forth in their 
entirety herein.

		(b)	Payment of Fees Under Prepetition Letter of 
Credit Agreement.  Huntway shall pay to Bankers all fees and 
commissions due under the Prepetition Letter of Credit 
Agreement with respect to the Existing Letters of Credit and 
the IDB Letter of Credit accrued and unpaid on the Effective 
Date.  The obligation of Huntway to pay such amount shall be a 
payment obligation hereunder, included within the term 
"Obligations". 

		(c)	Financial Reports.	 Huntway will deliver to 
Bankers the following reports and information:

			(i)	Not later than the second Business Bay 
following the end of each week, Huntway will deliver to 
Bankers statements of cash receipts and disbursements 
(including the beginning and ending ledger cash balance 
for that week).

			(ii)	Not later than the third Business Day 
following the end of each week, Huntway will deliver to 
Bankers a flash report for Huntway's gross margin for 
such week in reasonable detail. 

			(iii)	Not later than the 10th day after the end 
of each calendar month, Huntway will deliver to Bankers 
flash projections of Huntway's gross profit for such 
month in reasonable detail.  

			(iv)	Not later than the 15th day after each 
calendar month, Huntway will provide to Bankers 
comparative statements of operations-consolidated in a 
manner consistent with such reports previously delivered 
pursuant to the Collateralized Note Indenture.

			(v)  Not later than the 30th day following the 
end of each calendar month, Huntway will deliver to 
Bankers statements of actual versus budgeted revenues and 
expenditures for such month.

			(vi)	Not later than the 30th day following the 
end of each calendar month, Huntway will deliver to 
Bankers statements financial statements prepared in a 
manner consistent with those delivered pursuant to the 
Collateralized Note Indenture.  

			(vii)	Not later than the 10th Business Day 
following the end of each calendar month, Huntway will 
deliver to Bankers statements of its accounts receivable 
and accounts payable aging for such month.

			(viii)	Not later than the fifth Business Day 
following the end of each calendar month, Huntway will 
deliver to Bankers a statement setting forth the type of 
the obligations supported by each Letter of Credit 
outstanding during such month.

			(ix)	As soon as practicable after any reasonable 
request therefor, Huntway shall furnish any additional 
financial reports and information reasonably requested by 
Bankers.

		(d)	Maintenance of Existence; Compliance with Laws.  
Huntway will do or cause to be done all things necessary to 
preserve and keep in full force and effect its partnership 
existence and the corporate or partnership existence, as the 
case may be, of each Subsidiary and all rights, privileges, 
franchises, permits, licenses, patents, patent rights and 
other authority which if not so preserved or kept in full 
force and effect would have a Material Adverse Effect on the 
business of Huntway and its Subsidiaries taken as a whole.  
Huntway and its Subsidiaries will at all times conduct their 
business in an orderly manner without voluntary interruption 
and shall exercise all reasonable diligence in order to comply 
with the requirements of all material applicable laws, rules, 
regulations, licenses, permits and orders of any governmental 
authority, noncompliance with which could materially and 
adversely affect the business, properties, assets, operations 
or condition (financial or otherwise) of Huntway and its 
Subsidiaries taken as a whole.

		(e)	Payment of Taxes and Other Claims.

			(i)	Except as excused by the Bankruptcy Code or 
by an applicable order of the Court, Huntway will, and 
will cause each of its Subsidiaries to, pay all taxes, 
assessments and other governmental charges imposed upon 
it or any of its properties or assets or in respect of 
any of its franchises, business, income or property 
before any penalty or interest accrues thereon, and all 
claims (including, without limitation, claims for labor, 
services, material and supplies) of sums which have 
become due and payable and which by law have or may 
become a Lien upon any of its properties or assets, prior 
to the time when any penalty or fine shall be incurred 
with respect thereof; provided that no such charge or 
claim need be paid if being contested in good faith by 
appropriate proceedings promptly instituted and 
diligently conducted and if such reserve or other 
appropriate provision, if any, as shall be required in 
conformity with GAAP shall have been made therefor.

			(ii)	Huntway will not, nor will it permit any of 
its Subsidiaries to, file or consent to the filing of any 
consolidated income tax return with any Person (other 
than its Subsidiaries and Reprise).

		(f)	Limitation on Indebtedness.

		Huntway will not, and will not permit any of its 
Subsidiaries to, directly or indirectly, create, incur, 
assume, guarantee, or otherwise become or remain directly or 
indirectly liable with respect to, any Indebtedness, except:

			(i)	Huntway may become and remain liable with 
respect to the Obligations;

			(ii)	Huntway may remain liable with respect to 
Indebtedness existing on the Petition Date without giving 
effect to any supplemental borrowings or incremental 
incurrences thereof;

			(iii)	Huntway and its Subsidiaries may 
become and remain liable with respect to hedging 
agreements relating to the price of crude oil in an 
amount (including hedging agreements in existence as of 
the Petition Date) not to exceed $1,500,000;

			(iv)	Sunbelt may remain liable with respect to 
the IDB Bonds so long as it continues to own the property 
described in Exhibit A hereto as the Pinal Property; and

			(v)	Huntway may become and remain liable with 
respect to the Contingent Obligations permitted by 
Section 5.01(r).

		(g)	Limitation on Restricted Junior Payments; 
Payments On Pre-Petition Indebtedness.

			(i)	Huntway and its Subsidiaries will not, 
directly or indirectly, declare, order, pay, make or set 
apart any sum for any Restricted Junior Payment;

			(ii)	Huntway and its Subsidiaries will not, 
directly or indirectly, declare order, pay, make or set 
apart any sum for any payment or prepayment of any 
Prepetition Indebtedness or any other claim or obligation 
existing on the Petition Date other than payments Huntway 
has sought Court approval to make pursuant to a motion 
filed on the Petition Date.

		(h)	Limitation on Restrictions Affecting 
Subsidiaries.  Huntway will not, and will not permit any 
Subsidiary to, create or otherwise cause or suffer to exist or 
become effective any consensual encumbrance or restriction of 
any kind on the ability of any Subsidiary to (a) pay dividends 
or make any other distribution on any of such Subsidiary's 
capital stock or partnership interests owned by Huntway or any 
Subsidiary of Huntway, (b) pay any Indebtedness owed to 
Huntway or any other Subsidiary of Huntway, (c) make loans or 
advances to Huntway or any other Subsidiary of Huntway or 
(d) transfer any of its property or assets to Huntway or any 
other Subsidiary of Huntway.

		(i)	Limitation on Liens.  Huntway will not, and will 
not permit any of its Subsidiaries to, directly or indirectly, 
create, incur, assume or permit to exist any Lien on or with 
respect to any of its properties or assets or the properties 
or assets of any of its Subsidiaries, respectively, whether 
now owned or hereafter acquired, or any income or profits 
therefrom, except:

			(i)	Permitted Liens;

			(ii)	Liens existing on the Petition Date, which 
(other than Permitted Liens) are listed on 
Schedule VII;

			(iii)	Liens created pursuant to the terms of 
the Cash Collateral Order; and

			(iv)	Liens securing the Obligations.

provided that none of the Liens described in clauses (ii) or 
(iii) shall be pari passu with or senior to the Liens or in 
the Collateral securing the Obligations.

		(j)	Restrictions on Acquisitions of Subsidiaries.  
Huntway will not, nor will it permit any Subsidiary to, 
acquire or form any Subsidiaries.

		(k)	Inspection.  Huntway will permit authorized 
representatives of Bankers, at the expense of Bankers, to 
visit and inspect properties of Huntway or any of its 
Subsidiaries, including its and their financial and accounting 
records, and to make copies and take extracts therefrom, and 
to discuss its and their affairs, finances and accounts with 
its and their officers and independent public accountants, all 
upon reasonable notice to Huntway and at such reasonable times 
during normal business hours and as often as may be reasonably 
requested.  Bankers shall agree to hold nonpublic information 
received from Huntway pursuant to this clause (k) in 
confidence pursuant to a confidentiality agreement in form and 
substance reasonably satisfactory to Bankers and Huntway.

		(l)	Maintenance of Properties and Insurance.  
Huntway will cause all material properties owned by or leased 
to it or any Subsidiary and used or useful in the conduct of 
its business or the business of such Subsidiary to be 
maintained and kept in normal condition, repair and working 
order and supplied with all necessary equipment and will cause 
to be made all necessary repairs, renewals, replacements, 
betterments and improvements thereof, all as in the judgment 
of Huntway may be necessary, so that the business carried on 
in connection therewith may be properly and advantageously 
conducted at all times.  Huntway will provide or cause to be 
provided, for itself and the Subsidiaries, insurance against 
loss or damage of the kinds customarily insured against by 
entities similarly situated and owning like properties, 
including, but not limited to, products liability insurance 
and public liability insurance, with reputable insurers or 
with the government of the United States of America as an 
agency or instrumentality thereof, in such amounts with such 
deductibles and by such methods as shall be customary for 
entities similarly situated in the industry.

		(m)	Transactions with Partners and Affiliates.  
Huntway will not, and will not permit any of its Subsidiaries 
to, directly or indirectly, enter into or permit to exist any 
transaction (including, without limitation, the purchase, 
sale, lease or exchange of any property or the rendering of 
any service) with any holder of 5% or more of the total 
partnership interests in Huntway, or with an Affiliate of 
Huntway or of any such holder, on terms that are less 
favorable to Huntway or that Subsidiary, as the case may be, 
than those which might be obtained at the time from Persons 
who are not such a holder or Affiliate; provided that the 
foregoing restriction shall not apply to transactions with a 
partner or its Affiliate pursuant to or permitted by the 
relevant agreement of limited partnership.

		(n)	Cumulative Cash Flow.  Huntway will not permit 
Cumulative Operating Cash flow at any time after the Petition 
Date to be less than $1.00.  As used herein, "Cumulative 
Operating Cash Flow" means, for any period, Huntway's gross 
sales during such period minus cost of goods sold during such 
period minus the following types of processing costs paid in 
cash during such period: heating, chemicals, supplies, 
salaries and wages, health/disability/workers' compensation 
insurance, retirement plan and bonus, facilities rent, 
electricity, repairs and maintenance, turnaround costs, 
insurance, taxes and licenses, waste disposal/treatment, other 
environmental costs, training and other, and reserve 
provision.  

		(o)	Sale of Assets.  Huntway will not, and will not 
permit any of its Subsidiaries to, sell, lease, transfer, or 
otherwise dispose of (or apply to the Court for authority to 
do so) any of its property or assets (other than cash or cash 
equivalents) except (i) sales of inventory in the ordinary 
course of business; sales of obsolete or damaged equipment.

		(p)	Fundamental changes.  Huntway will not, and will 
not permit any of its Subsidiaries to (i) sell, lease, 
transfer or otherwise dispose of (or apply to the Court for 
authority to do so) all or substantially all, of its property 
and assets to any other person or entity or consolidate with 
or merge into, directly or indirectly any other partnership or 
corporation or permit any corporation or partnership to merge 
into Huntway or any of its Subsidiaries, (ii) modify its 
agreement of limited partnership or make any change in its 
capital structure.

		(q)	Compliance with Collateral Documents.  Huntway 
will comply with all of the terms, covenants and provisions 
set forth in the Existing Collateral Documents.

		(r)	Waiver of Stay, Extension or Usury Laws.  
Huntway covenants (to the extent that it may lawfully do so) 
that it will not at any time insist upon, or plead, or in any 
manner whatsoever claim or take the benefit or advantage of, 
any stay or extension law or any usury law or other law, which 
would prohibit or forgive Huntway from paying all or any 
portion of the Obligations, wherever enacted, now or any time 
hereafter in force, or which may affect the covenants or the 
performance of this Agreement; and (to the extent that it may 
lawfully do so) Huntway hereby expressly waives all benefit or 
advantage of any such law, and covenants that it will not 
hinder, delay or impede the execution of any power herein 
granted to Bankers, but will suffer and permit the execution 
of every such power as though no such law had been enacted.

		(s)	Limitation on Investments, Loans and Advances.  
Huntway will not, nor will it permit any Subsidiary to, make 
any advance, loan, extension of credit or capital contribution 
to, or purchase any stock, bonds, notes, debentures or other 
securities of, or make any other investment in, any Person, 
except (a) extensions of trade credit in the ordinary course 
of business and investments in Cash Equivalents; (b) advances 
to employees in the ordinary course of business which shall 
not exceed $5,000 to any single employee and $36,000 in the 
aggregate to all employees at any time outstanding; and 
(c) hedging transactions relating to crude oil purchases 
otherwise permitted hereunder.

		(t)	Limitation on Expenditures.  Huntway will not 
permit its expenditures in the period covered by the Budget 
attached hereto as Exhibit E for any item to exceed by ten 
percent (10%) or more the amount for such item set forth in 
the Budget attached hereto as Exhibit E.  Not less than ten 
days before the end of each period covered by the Budget 
attached hereto as Exhibit E (as revised from time to time in 
accordance with the terms hereof), Huntway shall deliver to 
Bankers a revised budget in the same form as the budget 
attached hereto as Exhibit E for the 4 week period immediately 
following the period covered by the budget then in effect.  If 
Bankers approves such revised budget, than such revised budget 
shall replace the budget then in effect on the last day of the 
period covered thereby, and Huntway shall thereafter comply 
with such revised budget.  If Bankers does not approve such 
revised Budget, Banker's commitment to issue or renew Letters 
of Credit shall expire on the last day of the budget then in 
effect.

		(u)	Contingent Obligations.  Huntway will not, and 
will not permit any of its Subsidiaries to, directly or 
indirectly, create or become or be liable with respect to any 
Contingent Obligation, except:

			(i)	Contingent Obligations in respect of the 
Obligations;

			(ii)	guarantees resulting from endorsement of 
negotiable instruments for collection in the ordinary 
course of business;

			(iii)	Huntway and its Subsidiaries may 
become and remain liable with respect to hedging 
agreements relating to the price of crude oil in an 
amount (including hedging agreements in existence on the 
Petition Date) not to exceed $1,500,000; and

			(iv)	Contingent Obligations existing prior to 
the Petition Date.

		(v)	Conduct of Business.  Huntway will not, and will 
not permit any of its Subsidiaries to, engage in any business 
other than the business engaged in by Huntway and its 
Subsidiaries on the Effective Date and substantially similar 
or related businesses and any other businesses which in the 
aggregate are not material to Huntway and its Subsidiaries 
taken as a whole.

		(w)	Environmental Covenants.

			(i)	Huntway shall, and shall cause each of its 
Subsidiaries to, exercise all due diligence in order to 
comply and cause (a) all tenants under any leases or 
occupancy agreements affecting any portion of the 
Facilities and (b) all other Persons on or occupying such 
property, to comply with all Environmental Laws in all 
material respects.

			(ii)	Huntway agrees that Bankers may, from time 
to time and in its sole and absolute discretion, upon 
obtaining knowledge of a Release of Hazardous Materials 
or any violation of any Environmental Laws which has a 
reasonable possibility of creating a liability to Huntway 
or adversely impacting the value of any real property 
owned, operated or used by Huntway, retain, at Huntway's 
expense, an independent professional consultant to review 
any report relating to Hazardous Materials prepared by or 
for Huntway and to conduct its own investigation of any 
Facility currently owned, leased, operated or used by 
Huntway or any of its Subsidiaries, and Huntway agrees to 
use its best efforts to obtain permission for such 
professional consultant to conduct its own investigation 
of any Facility previously owned, leased, operated or 
used by Huntway or any of its Subsidiaries.  Huntway 
hereby grants to Bankers and its agents, employees, 
consultants and contractors, the right to enter into or 
on the Facilities currently owned, leased, operated or 
used by Huntway or any of its Subsidiaries to perform 
such tests on such property as are reasonably necessary 
to conduct such a review and/or investigation.  Any such 
investigation of any Facility shall be conducted, unless 
otherwise agreed to by Huntway and Bankers, during normal 
business hours and, to the extent reasonably practicable, 
shall be conducted so as not to interfere with the 
ongoing operations at any such Facility or to cause any 
damage or loss to any property at such Facility.  Any 
report of any investigation conducted at the request of 
Bankers pursuant to this Section 5.01(t) will be obtained 
and shall be used by such Bankers for Bankers' internal 
business purposes, to monitor compliance with this 
Agreement and to protect Bankers' security interests 
created by this Agreement.  A copy of any such report 
shall be delivered to Huntway with the understanding that 
Huntway acknowledges and agrees that (a) it will 
indemnify and hold harmless Bankers from any costs, 
losses or liabilities relating to Huntway's use of or 
reliance on such report, and (b) by delivering such 
report to Huntway, Bankers is not requiring or 
recommending the implementation of any suggestions or 
recommendations contained in such report.

			(iii)	Huntway shall promptly advise Bankers 
in writing and in reasonable detail of (a) any Release of 
any Hazardous Materials required to be reported to any 
federal, state or local governmental or regulatory agency 
under any applicable Environmental Laws, (b) any and all 
written communications with respect to any Environmental 
Claims that have a reasonable probability of giving rise 
to a Material Adverse Effect or with respect to any 
Release of Hazardous Materials required to be reported to 
any federal, state or local governmental or regulatory 
agency, (c) any remedial action taken by Huntway or any 
other Person in response to (x) any Hazardous Materials 
on, under or about any Facility, the existence of which 
has a reasonable probability of resulting in an 
Environmental Claim having a Material Adverse Effect, or 
(y) any Environmental Claim that could have a Material 
Adverse Effect, (d) Huntway's discovery of any occurrence 
or condition on any real property adjoining or in the 
vicinity of any Facility that could cause such Facility 
or any part thereof to be subject to any restrictions on 
the ownership, occupancy, transferability or use thereof 
under any Environmental Laws, and (e) any written request 
for information from any governmental agency relating to 
Huntway's or any of its Subsidiaries' potential 
responsibility for a Release of Hazardous Materials.

			(iv)	Huntway shall promptly notify Bankers of 
(a) any proposed acquisition of stock, assets, or 
property by Huntway or any of its Subsidiaries that could 
reasonably be expected to expose Huntway or any of its 
Subsidiaries to, or result in, Environmental Claims that 
could have a Material Adverse Effect or that could 
reasonably be expected to have a material adverse effect 
on any Governmental Authorization then held by Huntway or 
any of its Subsidiaries and (b) any proposed action to be 
taken by Huntway or any of its Subsidiaries to commence 
new and substantially different manufacturing, industrial 
or other operations that could reasonably be expected to 
subject Huntway or any of its Subsidiaries to additional 
laws, rules or regulations, including, without 
limitation, laws, rules and regulations requiring 
additional environmental permits or licenses.

			(v)	Huntway shall, at its own expense, provide 
copies of such documents or information as Bankers may 
reasonably request in relation to any matters disclosed 
pursuant to this Section 5.01(w). 

			(vi)	Huntway shall promptly take, and shall 
cause each of its Subsidiaries promptly to take, any and 
all necessary remedial action in connection with the 
presence, storage, use, disposal, transportation or 
Release of any Hazardous Materials on, under or about any 
Facility in order to comply with all applicable 
Environmental Laws and Governmental Authorizations in all 
material respects.  In the event Huntway or any of its 
Subsidiaries undertakes any remedial action with respect 
to any Hazardous Materials on, under or about any 
Facility, Huntway or such Subsidiary shall conduct and 
complete such remedial action in compliance with all 
applicable Environmental Laws, and in accordance with the 
policies, orders and directives of all federal, state and 
local governmental authorities, in each case in all 
material respects, except when, and only to the extent 
that, Huntway's or such Subsidiary's liability for such 
presence, storage, use, disposal, transportation or 
discharge of any Hazardous Materials is being contested 
in good faith by Huntway or such Subsidiary.

		(x)	Chapter 11 Claims.  Without limiting the 
provisions of subsection 5.01(i) hereof, Huntway shall not 
incur, create, assume, suffer or permit any claim against it, 
as debtor in possession, or any of the property of the estate 
in the Chapter 11 Case (other than the claims described in the 
proviso contained in Section 2.09 but only to the extent 
therein described) to be pari passu with or senior to the 
claims of Bankers against Huntway in respect of the 
Obligations, or apply to the Court for authority to do so.


	ARTICLE VI
	EVENTS OF DEFAULT

		SECTION 6.01.	Events of Default.

		The occurrence of any of the following events shall 
be an "Event of Default:"

		(i)	Huntway shall fail to pay any amount payable 
hereunder when due and continuance of such default for a 
period of three days; or

		(ii)	Huntway shall use any Letter of Credit for a 
purpose other than that specified in the Notice of 
Issuance of Letter of Credit delivered with respect 
thereto or for any purpose not permitted by Section 
2.01D; or

		(iii)	The Letter of Credit Usage shall exceed 
$17,500,000 at any time; or

		(iv)	Any representation or warranty made by Huntway 
herein, or by Huntway (or any of its officers) in 
connection with this Agreement or any Related Document 
shall prove to have been incorrect when made; or

		(v)	Huntway shall fail to perform or observe any 
other term, covenant or agreement contained in this 
Agreement (including those incorporated herein by 
reference) and any such failure shall remain unremedied 
for 15 days after written notice thereof shall have been 
given to Huntway by Bankers; provided that an Event of 
Default shall occur without regard to the giving of 
notice or lapse of time if Huntway shall fail to perform 
or observe the covenants set forth in the Cash Collateral 
Order, which are incorporated herein by reference; or

		(vi)	Any material provision of this Agreement shall 
at any time for any reason cease to be in full force and 
effect or shall be declared to be null and void, or the 
validity or enforceability thereof shall be contested by 
Huntway or any governmental agency or authority, or 
Huntway shall deny that it has any or further liability 
or obligation under this Agreement; or

		(vii)	The entry of an order in the Chapter 11 
Case authorizing Huntway to obtain either additional 
financing under Section 364(c) or (d) of the Bankruptcy 
Code or any financial accommodation outside the ordinary 
course of business, or authorizing any Person to recover 
from any portions of the Collateral any costs or expenses 
of preserving or disposing of such collateral under 
Section 506(c) of the Bankruptcy Code, or authorizing 
under Section 363(c) of the Bankruptcy Code the use of 
cash collateral in which Bankers has an interest without 
the prior written consent of Bankers; or

		(viii)	the appointment of an interim or permanent 
trustee in the Chapter 11 Case or the appointment of an 
examiner in the Chapter 11 Case with expanded powers to 
operate or manage the financial affairs, the business, or 
reorganization of Huntway; or

		(ix)	the dismissal of the Chapter 11 Case, or the 
conversion of the Chapter 11 Case to a case under Chapter 
7 of the Bankruptcy Code;

		(x)	the entry of an order granting relief from or 
modifying the automatic stay of Section 362 of the 
Bankruptcy Code to allow (a) any creditor to execute upon 
or enforce a Lien on or on any other property or assets 
of Huntway or (b) the granting of any Lien on any 
property or assets of the Huntway for the benefit of any 
state or local environmental or regulatory agency or 
authority; or

		(xi)	the entry of an order without the prior written 
consent of Bankers amending, supplementing, staying, 
vacating or otherwise modifying any of the Orders or this 
Agreement or any Related Document or any of Bankers' 
rights, benefits, privileges or remedies under the 
Orders, this Agreement or any other Related Document, or 
staying any of the Orders, or consolidating Huntway with 
any Person; or

		(xii)	Huntway shall file an application for the 
approval of, or there shall arise, any other 
administrative expense claim (other than those 
specifically referred to in Section 2.09) having any 
priority over, or being pari passu with, the administra-
tive expense priority of the Obligations arising under 
this Agreement and the Related Documents; or

		(xiii)	Huntway shall fail to perform or observe 
any other term, covenant or condition on its part to be 
performed under the Cash Collateral Order; or

		(xiv)	the Final Order shall not have been entered 
by the Court on or before December 15, 1996; or

		(xv)	the Cash Collateral Order shall terminate or 
otherwise cease to be in full force and effect; or 

		(xvi)  (A) a court having jurisdiction in the 
premises shall enter a decree which has not been stayed 
or order for relief in respect of Sunbelt or partners of 
Huntway holding in excess of 51% of the units of 
ownership of Huntway (the "Units") (or partners of 
Huntway holding a lesser percentage of Units which 
together with the Units of other partners of Huntway 
which are subject to an order or have taken action 
described in Section 6.01(xvi) exceeds 51% of the total 
Units) in an involuntary case under any applicable 
bankruptcy, insolvency or other similar law now or 
hereafter in effect, which decree or order is not stayed 
or any other similar relief shall be granted under any 
applicable federal or state law; or (B) an involuntary 
case is instituted against Sunbelt or partners of Huntway 
holding in excess of 51% of the Units (or partners of 
Huntway holding a lesser percentage of Units which 
together with the Units of other partners of Huntway 
which are subject to an order or have taken action 
described in Section 6.01(xvi) exceeds 51% of the total 
Units) under any applicable bankruptcy, insolvency or 
other similar law now or hereafter in effect, or a decree 
or order of a court having jurisdiction in the premises 
for the appointment of a receiver, liquidator, 
sequestrator, trustee, custodian or other officer having 
similar powers over Sunbelt or partners of Huntway 
holding in excess of 51% of the Units (or partners of 
Huntway holding a lesser percentage of Units which 
together with the Units of other partners of Huntway 
which are subject to an order or have taken action 
described in Section 6.01(xvi) exceeds 51% of the total 
Units); or over all or a substantial part of its 
property, shall have been entered; or the involuntary 
appointment of an interim receiver, trustee or other 
custodian of Sunbelt or partners of Huntway holding in 
excess of 51% of the Units (or partners of Huntway 
holding a lesser percentage of Units which together with 
the Units of other partners of Huntway which are subject 
to an order or have taken action described in Section 
601(xvi) exceeds 51% of the total Units) for all or a 
substantial part of its property; or the issuance of a 
warrant of attachment, execution or similar process 
against any substantial part of the property of Sunbelt 
or partners of Huntway holding in excess of 51% of the 
Units (or partners of Huntway holding a lesser percentage 
of Units which together with the Units of other partners 
of Huntway which are subject to an order or have taken 
action described in Section 6.01(xvi) exceeds 51% of the 
total Units) and the continuance of any such events in 
clause (B) for 30 days unless dismissed, bonded or 
discharged; or 

		(xvii)	Sunbelt or partners of Huntway holding in 
excess of 51% of the Units (or partners of Huntway 
holding a lesser percentage of Units which together with 
the Units of other partners of Huntway which are subject 
to an order or have taken action described in this 
Section exceeds 51% of the total Units) shall have an 
order for relief entered with respect to it or commence a 
voluntary case under any applicable bankruptcy, 
insolvency or other similar law now or hereafter in 
effect, or shall consent to the entry of an order for 
relief in an involuntary case, or to the conversion to an 
involuntary case, under any such law, or shall consent to 
the appointment of or taking possession by a receiver, 
trustee or other custodian for all or a substantial part 
of its property; the making by Sunbelt or partners of 
Huntway holding in excess of 51% of the Units (or 
partners of Huntway holding a lesser percentage of Units 
which together with the Units of other partners of 
Huntway which are subject to an order or have taken 
action described in this Section exceeds 51% of the total 
Units) of any assignment for the benefit of creditors; or 
the inability or failure of Huntway, Sunbelt or any of 
their respective Subsidiaries or partners of Huntway 
holding in excess of 51% of the Units (or partners of 
Huntway holding a lesser percentage of Units which 
together with the Units of other partners of Huntway 
which are subject to an order or have taken action 
described in this Section exceeds 51% of the total Units) 
or the admission by  Sunbelt or partners of Huntway 
holding in excess of 51% of the Units (or partners of 
Huntway holding a lesser percentage of Units which 
together with the Units of other partners of Huntway 
which are subject to an order or have taken action 
described in this Section exceeds 51% of the total Units) 
in writing of its inability to pay its debts as such 
debts become due; or the governing body of Sunbelt or 
partners of Huntway holding in excess of 51% of the Units 
(or partners of Huntway holding a lesser percentage of 
Units which together with the Units of other partners of 
Huntway holding a lesser percentage of Units which are 
subject to an order or have taken action described in 
this Section exceeds 51% of the total Units) adopts any 
resolution or otherwise authorizes action to approve any 
of the foregoing; or

		(xviii)	except as otherwise agreed to by Bankers, 
any money judgment, writ or warrant of attachment, or 
similar process involving in any case an amount in excess 
of $100,000 not adequately covered by insurance shall be 
entered or filed against Huntway or any of its 
Subsidiaries or any of their respective assets and shall 
remain undischarged, unvacated, unbonded or unstayed for 
a period of 30 days or in any event later than five days 
prior to the date of any proposed sale thereunder; or

		(xix) any order, judgment or decree shall be entered 
against Sunbelt, decreeing the dissolution or split up of 
Sunbelt and such order shall remain undischarged or 
unstayed for a period in excess of 30 days; or

		(xx)	any Pension Plan maintained by Huntway or any of 
its respective ERISA Affiliates shall be terminated 
within the meaning of Title IV of ERISA or a trustee 
shall be appointed by an appropriate United States 
district court to administer any Pension Plan, or the 
Pension Benefit Guaranty Corporation (or any successor 
thereto) shall institute Proceedings to terminate any 
Pension Plan or to appoint a trustee to administer any 
Pension Plan if as of the date thereof Huntway's 
liability or any such ERISA Affiliate's liability (after 
giving effect to the tax consequences thereof) to the 
Pension Benefit Guaranty Corporation (or any successor 
thereto) for unfunded guaranteed vested benefits under 
the Pension Plans exceeds the then current fair market 
value of assets accumulated in such Pension Plan by more 
than $250,000, in the aggregate (or in the case of a 
termination involving Huntway or any of its ERISA 
Affiliates as a "substantial employer" (as defined in 
Section 4001(a)(2) of ERISA) the withdrawing employer's 
proportionate share of such excess shall exceed such 
amount); or

		(xxi)  Huntway or any of its ERISA Affiliates as 
employer under a Multiemployer Plan shall have made a 
complete or partial withdrawal from such Multiemployer 
Plan and the plan sponsor of such Multiemployer Plan 
shall have notified such withdrawing employer that such 
employer has incurred a withdrawal liability in an annual 
amount exceeding $100,000; or

		(xxii)  or the protection or security afforded 
Bankers in any portion of the Collateral is thereby in 
any material respect impaired for any reason; or for any 
reason Bankers shall fail to have a valid, perfected and 
enforceable, first priority security interest in 
Huntway's right, title and interest in the Collateral to 
the extent provided in the Orders or Huntway shall 
contest in any manner that this Agreement constitutes its 
valid and enforceable agreement or Huntway shall assert 
in any manner that it has no further obligation or 
liability under such documents; or

		(xxiii)  the General Partner and the Special General 
Partner shall cease to be the sole general partners of 
Huntway or Huntway shall cease to be the managing general 
partner of Sunbelt.

		SECTION 6.02.  Upon an Event of Default.

		(a)	if any Event of Default shall have occurred and 
be continuing, Bankers may, in its sole discretion, but 
shall not be obligated to:

			(i) by notice to Huntway, declare the Commitment 
of Bankers to issue or amend any Letters of Credit or 
the IDB Letter of Credit to be terminated, whereupon 
the same shall forthwith terminate;

			(ii) declare any and all Obligations and the IDB 
Principal Obligation (x) then owing and (y) that 
would become owing (including, without limitation, 
the exchange of the Subordinated Note (Sunbelt IDB) 
and any Secondary Securities issued with respect 
thereto for a Subordinated Note (Other) and 
Subordinated Note (Other) Secondary Securities in 
like amounts) upon a drawing of any amount available 
under any Letter of Credit or the IDB Letter of 
Credit to be immediately due and payable;

			(iii) without notice to Huntway except as 
required by law and at any time or from time to time, 
exercise its rights of set-off set forth in Section 
7.04;

			(iv)	exercise in respect of the Collateral, in 
addition to other rights and remedies provided for 
herein or otherwise available to Bankers, all the 
rights and remedies of a secured party upon default 
under the UCC and all of the rights of a mortgagee of 
real property or beneficiary of a deed of trust of 
real property, (including, but not limited to, all 
rights of a real property mortgagee under the 
statutory mortgage of each state in which real 
property included in the Collateral may be located) 
and Bankers may also, without notice except as 
specified below, sell the Collateral or any part 
thereof in one or more parcels at public or private 
sale, at any exchange, broker's board or at any of 
Bankers' offices or elsewhere, for cash, on credit or 
for future delivery, and upon such other terms as 
Bankers may deem commercially reasonable.  Huntway 
agrees that, to the extent notice of sale shall be 
required by law, at least 20 days' notice to Huntway 
of the time and place of any public sale or the time 
after which any private sale is to be made shall 
constitute reasonable notification.  Bankers shall 
not be obligated to make any sale of Collateral 
regardless of notice of sale having been given.  
Bankers may adjourn any public or private sale from 
time to time by announcement at the time and place 
fixed therefor, and such sale may, without further 
notice be made at the time and place to which it was 
so adjourned. Any cash held by Bankers as Collateral 
and all cash proceeds received by Bankers in respect 
of any sale of, collection from, or other realization 
upon all or any part of the Collateral may, in the 
discretion of Bankers be held as Collateral for, 
and/or then or at any time thereafter be applied 
(after payment of any fees, expenses, costs, charges, 
reimbursements and similar amounts payable to Bankers 
pursuant to this Agreement or the Related Documents) 
in whole or in part by Bankers for benefit against, 
all or any part of the Obligations in such order as 
Bankers shall elect.  Any surplus of such cash or 
cash proceeds held by Bankers and remaining after the 
indefeasible cash payment in full of all the 
Obligations shall be delivered to the collateral 
agent for the Secured Lenders as additional 
collateral for any Prepetition Secured Obligations 
then outstanding;

			(v) revoke Huntway's right to use cash 
collateral in which Bankers has an interest; or 

			(vi) exercise any other remedy available to it 
at law, in equity or otherwise.

		(b)	Huntway hereby agrees that the exercise of any 
of the foregoing rights and remedies shall not in any way 
be delayed, limited, affected or impaired by the 
provisions of Sections 362 or 105 of the Bankruptcy Code, 
or any order of the Court issued thereunder or under any 
other provision of the Bankruptcy Code.  Bankers shall 
have no obligation of any kind to make a motion or 
application to the Court to exercise the foregoing rights 
and remedies.  Huntway waives any right to seek relief 
under Bankruptcy Code Section 105 or any other provision 
of the Bankruptcy Code to the extent that such relief 
would in any way restrict or impair the foregoing rights 
and remedies of Bankers.  The enumeration of the forego-
ing rights and remedies is not intended to be exhaustive 
and the exercise of any right or remedy shall not 
preclude the exercise of any other rights or remedies, 
all of which shall be cumulative and not alternative.


	ARTICLE VII
	MISCELLANEOUS

		SECTION 7.01.  Amendments, Etc.  No amendment or 
waiver of any provision of this Agreement, nor consent to any 
departure by Huntway therefrom, shall in any event be 
effective unless the same shall be in writing and signed by 
Bankers and Huntway and then such waiver or consent shall be 
effective only in the specific instance and for the specific 
purpose for which given.

		SECTION 7.02.  Notice, Etc.  All notices, demands and 
other communications provided for hereunder shall, unless 
otherwise stated herein, be in writing (including telex or 
facsimile notice with telephonic confirmation) and mailed, 
sent or delivered, if to Huntway at 25129 The Old Road, Suite 
322, Newhall, CA 91381, to the attention of the Chief 
Financial Officer, and in the case of telecopy to telecopy 
no.: (805) 286-1588; if to Bankers, in the case of deliveries 
or mailings, at its address at Special Loan Group, One BT 
Plaza, 130 Liberty Street, New York, New York 10006, and in 
the case of telecopy, to telecopy no.:  (212) 454-3996, in 
each case Attention:  Carl O. Roark, Managing Director, or, as 
to each party, to such other Person and/or at such other 
address or number as shall be designated by such party in a 
written notice to each other party.  All such notices and 
communications shall be effective when mailed or sent, 
addressed as aforesaid, except that notices to Bankers 
pursuant to the provisions of Article II shall not be 
effective until received by Bankers.  Notices of any Potential 
Event of Default shall be sent by Huntway to Bankers by telex 
or telecopy (with immediate telephonic confirmation).

		SECTION 7.03.  No Waiver; Remedies.  No failure on 
the part of Bankers to exercise, and no delay in exercising, 
any right hereunder shall operate as a waiver thereof; nor 
shall any single or partial exercise of any right hereunder 
preclude any other or further exercise thereof or the exercise 
of any other right.  The remedies herein provided are 
cumulative and not exclusive of any remedies provided by law.

		SECTION 7.04.  Set-off by Bankers; Security Interest 
in Deposit Accounts.  Notwithstanding the provisions of 
Section 362 of the Bankruptcy Code and without application or 
motion to, or receipt of an order from, the Court, upon the 
occurrence and during the continuance of any Event of Default, 
Bankers is hereby authorized at any time and from time to 
time, without notice to Huntway (any such notice being 
expressly waived by Huntway to the fullest extent permitted by 
law), to set off and apply any and all deposits (general or 
special, time or demand, provisional or final) at any time 
held and other indebtedness at any time owing by Bankers to or 
for the credit or the account of Huntway against any and all 
of the Obligations now or hereafter existing under this 
Agreement, irrespective of whether or not Bankers shall have 
made any demand hereunder and although such obligations may be 
contingent or unmatured.  Bankers agrees promptly to notify 
Huntway after any such setoff and application; provided that 
the failure to give such notice shall not affect the validity 
of such setoff and application.  Subject to the limitations 
set forth above, the rights of Bankers under this Section are 
in addition to other rights and remedies (including, without 
limitation, other rights of set-off) which Bankers may have.  
Huntway hereby grants to Bankers a security interest in all 
deposits and accounts maintained with Bankers as security for 
the Obligations.

		SECTION 7.05.  Indemnification.  Huntway hereby 
indemnifies and holds Bankers and the officers, directors, 
employees, agents and Affiliates of Bank (the "Indemnitees") 
harmless from and against any and all claims, damages, losses, 
liabilities, costs or expenses (including reasonable 
attorneys' fees and expenses) which the Indemnitees may incur 
or which may be claimed against the Indemnitees by any Person:

		(a)	by reason of or in connection with the 
execution, delivery or performance of this Agreement, or 
any Related Document or any transaction contemplated 
herein (including the issuance or amendment of any Letter 
of Credit or the IDB Letter of Credit); provided, 
however, that Huntway shall not be liable under this 
Section to indemnify the Indemnitees for any claims, 
damages, losses, liabilities, costs or expenses resulting 
solely from Bankers' gross negligence or willful 
misconduct or from other contracts, agreements or 
instruments to which Bankers is a party, not related to 
this Agreement; or

		(b)	by reason of or in connection with the execution 
and delivery or transfer of, or payment or failure to 
make lawful payment under, any Letter of Credit or the 
IDB Letter of Credit; provided, however, that Huntway 
shall not be required to indemnify the Indemnitees 
pursuant to this Section for any claims, damages, losses, 
liabilities, costs or expenses to the extent, but only to 
the extent, caused by (i) the willful misconduct or gross 
negligence of Bankers in determining whether a draft or 
certificate presented under any Letter of Credit or the 
IDB Letter of Credit complied with such terms of such 
Letter of Credit or the IDB Letter of Credit or 
(ii) Bankers' willful failure to make lawful payment 
under any Letter of Credit or the IDB Letter of Credit 
after the presentation to it by the beneficiary thereof 
of a draft and certificate strictly complying with the 
terms and conditions of such Letter of Credit or the IDB 
Letter of Credit; or

		(c)	the failure of Bankers to honor a drawing under 
any Letter of Credit or the IDB Letter of Credit as a 
result of any act or omission, whether rightful or 
wrongful, of any present or future de jure or de facto 
government or governmental authority (all such acts or 
omissions herein called "Governmental Acts").

Nothing in this Section is intended to limit the other 
Obligations of Huntway hereunder.  Without prejudice to the 
survival of any other Obligation hereunder, the obligations 
contained in this Section shall survive the payment in full of 
all amounts payable pursuant to Article II and the termination 
of each Letter of Credit, the IDB Letter of Credit and this 
Agreement.

		SECTION 7.06.  Liability of Parties.

		Except as otherwise expressly set forth in this 
Agreement, Huntway assumes all risks of the acts or omissions 
of any beneficiary or transferee of any Letter of Credit or 
the IDB Letter of Credit with respect to its use of such 
Letter of Credit or the IDB Letter of Credit.  Neither Bankers 
nor any of its officers or directors shall be liable or 
responsible (absent gross negligence or willful misconduct (as 
determined by a court of competent jurisdiction)) for:

		(a)	the use or misuse which may be made of any 
Letter of Credit or the IDB Letter of Credit or any acts 
or omissions of any beneficiary or transferee in 
connection therewith;

		(b)	the validity, accuracy, sufficiency or 
genuineness of documents, or of any endorsement thereon, 
even if such documents shall prove to be in any or all 
respects invalid, inaccurate, insufficient, fraudulent or 
forged;

		(c)	payment by Bankers against presentation of 
documents which do not comply with the terms of any 
Letter of Credit or the IDB Letter of Credit, including 
failure of any documents to bear any reference or 
adequate reference to such Letter of Credit or the IDB 
Letter of Credit; or

		(d)	failure of the beneficiary of any Letter of 
Credit or the IDB Letter of Credit to comply fully with 
conditions required in order to draw upon such Letter of 
Credit or the IDB Letter of Credit; or

		(e)	omissions, interruptions or delays in trans-
mission or delivery of any messages, by mail, cable 
telegraph, telex or otherwise, whether or not they be in 
cipher; or

		(f)	errors in interpretation of technical terms; or

		(g)	any loss or delay in the transmission or 
otherwise of any document required in order to make a 
drawing under any Letter of Credit or the IDB Letter of 
Credit or of the proceeds thereof; or

		(h)	the misapplication by the beneficiary of any 
Letter of Credit or the IDB Letter of Credit of the 
proceeds of any drawing thereunder; or

		(i)	any consequences arising from causes beyond the 
control of Bankers, including, without limitation, any 
Governmental Acts; or

		(j)	any other circumstances whatsoever in making or 
failing to make payment under any Letter of Credit or the 
IDB Letter of Credit.

In furtherance and not in limitation of the foregoing, Bankers 
may accept documents that appear on their face to be in order, 
without responsibility for further investigation, regardless 
of any notice or information to the contrary.
	
		SECTION 7.07.  Costs, Expenses and Taxes.  Huntway 
agrees to pay on demand all reasonable costs and expenses 
incurred in connection with the preparation, execution, 
delivery, filing, recording and administration of this 
Agreement and the Related Documents, including, without 
limitation, the reasonable fees and expenses of counsel for 
Bankers with respect to advising Bankers as to its rights and 
responsibilities under this Agreement whether or not any 
Letter of Credit or the IDB Letter of Credit is issued or 
amended.  Huntway also agrees to pay all reasonable costs and 
expenses (including reasonable counsel fees and expenses) 
incurred in connection with (i) the enforcement or amendment 
of this Agreement or any Related Document in the Chapter 11 
Case, thereafter and in or any subsequent insolvency or 
bankruptcy proceeding, (ii) any action or proceeding relating 
to a court order, injunction or other process or decree re-
straining or seeking to restrain Bankers from paying any 
amount under any Letter of Credit or the IDB Letter of Credit 
or (iii) the Plan of Reorganization or the Chapter 11 Case, 
whether or not in connection with this Agreement.  In 
addition, Huntway shall pay any and all stamp and other taxes 
and fees payable or determined to be payable in connection 
with the execution, delivery, filing and recording of this 
Agreement and the Related Documents (except as otherwise 
provided herein), and agrees to save Bankers harmless from and 
against any and all liabilities with respect to or resulting 
from any delay in paying or omitting to pay such taxes and 
fees, except to the extent that such liability results from 
the gross negligence or willful misconduct of Bankers.

		SECTION 7.08.  Binding Effect.  This Agreement shall 
become effective when it shall have been executed by Huntway 
and Bankers and the conditions precedent set forth in Section 
3.01 are satisfied and thereafter shall be binding upon 
Huntway, Huntway's estate, and any trustee appointed in the 
Chapter 11 Case or any chapter 7 case or any other successor 
in interest to Huntway notwithstanding the discharge of 
Huntway pursuant to section 1141 of the Bankruptcy Code, the 
conversion of either of the Chapter 11 Case to a case under 
chapter 7 of the Bankruptcy Code or the dismissal of the 
Chapter 11 Case.  This Agreement shall not be subject to 
Section 365 of the Bankruptcy Code.  Bankers may assign to any 
Participant all or any part of, or any interest (undivided or 
divided) in, Bankers' rights and benefits under this Agreement 
in accordance with Section 2.07.

		SECTION 7.09.  Independence of Covenants.  All 
covenants hereunder (including those incorporated herein by 
reference) shall be given independent effect so that if a 
particular action or condition is not permitted by any of such 
covenants, the fact that it would be permitted by an exception 
to, or would otherwise be within the limitations of, another 
covenant should not avoid the occurrence of a Potential Event 
of Default or Event of Default if such action is taken or 
condition exists.

		SECTION 7.10.  Governing Law and Jurisdiction.  This 
Agreement shall be deemed to be a contract made under the laws 
of the State of New York and for all purposes shall be 
construed in accordance with the laws of said state, without 
regard to the principles of conflicts of laws.  Any action or 
proceeding arising out of or relating to this Agreement or any 
Letter of Credit or the IDB Letter of Credit shall be heard 
and determined in (a) the United States Bankruptcy Court for 
the District of Delaware if such action or proceeding is 
commenced during the Chapter 11 Case and (b) otherwise an 
appropriate state or federal court in the State of New York.

		SECTION 7.11.  Waiver of Jury Trial.  EACH OF THE 
PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE THEIR 
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF 
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE 
RELATED DOCUMENTS, OR ANY DEALINGS BETWEEN THEM RELATING TO 
THE SUBJECT MATTER OF ANY LETTER OF CREDIT, THE IDB LETTER OF 
CREDIT AND THIS AGREEMENT AND THE LENDER/BORROWER RELATIONSHIP 
THAT IS BEING ESTABLISHED.  The scope of this waiver is 
intended to be all-encompassing of any and all disputes that 
may be filed in any court and that relate to the subject 
matter of this transactions, including without limitation, 
contract claims, tort claims, breach of duty claims, and all 
other common law and statutory claims.  Each party hereto 
acknowledges that this waiver is a material inducement to 
enter into a business relationship, that each has already 
relied on the waiver in entering into this Agreement, and that 
each will continue to rely on the waiver in their related 
future dealings.  Each party hereto further warrants and 
represents that each has reviewed this waiver with its legal 
counsel, and that each knowingly and voluntarily waives its 
jury trial rights following consultation with legal counsel.  
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE 
MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL 
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR 
MODIFICATIONS TO THIS AGREEMENT, THE RELATED DOCUMENTS, OR TO 
ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO ANY LETTER OF 
CREDIT OR THE IDB LETTER OF CREDIT.  In the event of 
litigation, this Agreement may be filed as a written consent 
to a trial by the court.

		SECTION 7.12.  Headings.  Section and subsection 
headings in this Agreement are included herein for convenience 
of reference only and shall not constitute a part of this 
Agreement for any other purpose.

		SECTION 7.13.  Counterparts.  This Agreement may be 
executed in any number of counterparts and by different 
parties hereto on separate counterparts, each of which 
counterpart, when so executed and delivered, shall be deemed 
to be an original and all of which counterparts, taken 
together, shall constitute but one and the same agreement.


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


					HUNTWAY PARTNERS, L.P., as debtor and 
debtor in possession

					by	HUNTWAY MANAGING PARTNER, L.P.,
						its Managing General Partner

						by	The Huntway Division of 
Reprise Holdings, Inc., its 
Sole General Partner

							By: 
______________________________
				             		Title: 
____________________________




					BANKERS TRUST COMPANY


					By: ______________________________
					Title: ____________________________

	EXHIBIT A
	TO REIMBURSEMENT AGREEMENT


	FORM OF NOTICE OF ISSUANCE OF LETTER OF CREDIT



		Pursuant to that certain Debtor-in-Possession Letter 
of Credit and Reimbursement Agreement dated as of November 12, 
1996 (as such agreement may be amended, restated, supplemented 
or otherwise modified from time to time, the "L/C Agreement") 
entered into by and between Huntway Partners, L.P. as debtor 
and debtor in possession ("Huntway") and Bankers Trust Company 
("Bankers"), this represents Huntway's request to have Bankers 
[issue] [amend] [a Letter of Credit] [the IDB Letter of 
Credit] on   in the stated amount of $  with an expiration 
date of   for the benefit of  .  The purpose of such Letter 
of Credit is   and given such purpose, it is being [issued] 
[amended] under the  Subfacility [,which is the result of an 
enhancement of such Subfacility by a reduction of the  
Subfacility].  The contemplated terms of such Letter of Credit 
are  .  Capitalized terms used herein without definition 
shall have the meanings set forth in the L/C Agreement.

		The undersigned officer on behalf of Huntway 
certifies that (i) the representations and warranties 
contained in the L/C Agreement and the Related Documents are 
true in all material respects on and as of the date hereof to 
the same extent as though made on and as of the date hereof; 
(ii) no event has occurred and is continuing under the L/C 
Agreement or will result from the proposed issuance of a 
Letter of Credit which would constitute an Event of Default or 
Potential Event of Default; (iii) Huntway has performed all 
agreements in all material respects and satisfied all 
conditions which the L/C Agreement and the other Related 
Documents provide shall be performed or satisfied on or before 
the date of issuance of the Letter of Credit requested 
pursuant to this Notice of Issuance of Letter of Credit; 
(iv) there is not pending or, to the knowledge of Huntway, 
threatened, any action, suit, proceeding governmental 
investigation or arbitration against or affecting Huntway or 
any of its Subsidiaries or any property of Huntway or any of 
its Subsidiaries which has not been disclosed by Huntway 
pursuant to Section 5.01(c) of the L/C Agreement prior to the 
issuance of the last preceding Letter of Credit or IDB Letter 
of Credit, as the case may be (or, in the case of the initial 
Letter of Credit, prior to the execution of this Agreement) 
and there has occurred no development not so disclosed in any 
such action, suit, proceeding, governmental investigation or 
arbitration so disclosed, which, in either event, in the 
opinion of Bankers would be expected to (i) have a material 
adverse effect upon the business, operations, properties, 
assets, condition (financial or otherwise) or prospects of 
Huntway or (ii) impair the ability of Huntway to perform or of 
Bankers to enforce, the Obligations and no injunction or other 
restraining order has been issued and no hearing to cause an 
injunction or other restraining order to be issued is pending 
or noticed with respect to any action, suit or proceeding 
seeking to enjoin or otherwise prevent the consummation of, or 
to recover any damages or obtain relief as a result of, the 
transactions contemplated by the L/C Agreement or the issuing 
or amending of a Letter of Credit thereunder; (v) the Letter 
of Credit Usage, after giving effect to the proposed issuance 
of the Letter of Credit requested hereby, does not exceed 
$17,500,000 and (vi) the Letter of Credit will be used only 
for the purpose identified in the prior paragraph.

Date: 
					HUNTWAY PARTNERS, L.P.

					by	HUNTWAY MANAGING PARTNER, L.P., 
its Managing General Partner

						By	The Huntway Division of 
Reprise Holdings, Inc., its 
Sole General Partner


							By: 
______________________________
				             		Title: 
____________________________

								SCHEDULE I TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               



	EXISTING LETTERS OF CREDIT



Huntway Letters of Credit



IDB Letter of Credit

LC#			Beneficiary			Extenstion Period

(04377)		Dai-Ichi Kangyo Bank	11/1/96-2/3/97
			of California

Original Date	Amount

10/05/88		$9,099,726.06



								SCHEDULE II TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               



	ENVIRONMENTAL MATTERS


								SCHEDULE III TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               

								SCHEDULE IV TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               

								SCHEDULE V TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               

								SCHEDULE VI TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               

								SCHEDULE VII TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               

								SCHEDULE VIII TO
								LETTER OF CREDIT
								AND REIMBURSEMENT
								AGREEMENT               



	SCHEDULE VIII

	EXISTING COLLATERAL DOCUMENTS


1.	That certain Deed of Trust and Assignment of Rents dated 
as of October 5, 1988, executed by Sunbelt, as trustor, 
to First American Title Insurance Agency of Pinal, as 
trustee, and naming Bankers as beneficiary, and recorded 
as Instrument No. 923540 in Docket 1558, Page 863, of the 
Official Records of Pinal County, Arizona, as amended by 
that certain Modification of Deed of Trust dated as of 
June 8, 1989, and as further amended by that certain 
Second Modification of Deed of Trust dated as of 
November 20, 1990, as assigned by Bankers Trust Company 
to USNBO pursuant to that certain Assignment of Notes and 
Deeds of Trust dated as of June 22, 1993, and as further 
amended by that certain Amendment to Deed of Trust with 
Assignment of Rents and Other Security Documents dated as 
of June 22, 1993, between Sunbelt and Collateral Agent, 
creating a first lien on the subject premises and all 
buildings, fixtures and improvements now or hereafter 
owned or acquired by Sunbelt and situated thereon, and 
all rights and easements appurtenant thereto, (as so 
amended, the "Sunbelt Deed of Trust").

2.	That certain Current Assets Pledge and Security Agreement 
dated as of May 31, 1989, as amended by that certain 
Modification of Huntway Current Assets Pledge and 
Security Agreement dated as of June 22, 1993 by and among 
Huntway, Bankers and Collateral Agent, pursuant to which 
Huntway granted to Bankers a security interest in the 
current assets of Huntway (as so amended, the "Huntway 
Current Assets Pledge and Security Agreement").

3.	That certain Huntway Pledge and Security Agreement dated 
as of May 31, 1989, as amended by that certain 
Modification of Huntway Pledge and Security Agreement 
dated as of June 22, 1993 by and among Huntway, Bankers 
and Collateral Agent, pursuant to which Huntway granted 
to Collateral Agent a security interest in the general 
partnership interests of Sunbelt owned by Huntway (as so 
amended, the "Huntway Pledge Agreement").

4.	That certain Sunbelt Pledge and Security Agreement dated 
as of May 31, 1989, as amended by that certain 
Modification of Sunbelt Pledge and Security Agreement 
dated as of June 22, 1993 by and among Sunbelt, Bankers 
and Collateral Agent, pursuant to which Sunbelt granted 
to Collateral Agent a security interest in the current 
assets of Sunbelt (as so amended, the "Sunbelt Current 
Assets Pledge Agreement").

5.	That certain Huntway Managing General Partner Pledge and 
Security Agreement dated as of May 31, 1989, as amended 
by that certain Modification of Huntway Managing General 
Partner Pledge and Security Agreement dated as of June 
22, 1993 by and among Huntway Managing General Partner, 
Bankers and Collateral Agent, pursuant to which the 
Huntway Managing General Partner granted to Collateral 
Agent a security interest in the general partnership 
interests of Huntway owned by the Huntway Managing 
General Partner (as so amended, the "Huntway Managing 
General Partner Pledge Agreement").

6.	That certain Huntway Special General Partner Pledge and 
Security Agreement dated as of May 31, 1989, as amended 
by that certain Modification of Huntway Special General 
Partner Pledge and Security Agreement dated as of June 
22, 1993 by and among Huntway Holdings, Bankers and 
Collateral Agent, pursuant to which the Huntway Special 
General Partner granted to Collateral Agent a security 
interest in the general partnership interests of Huntway 
owned by Huntway Holdings (as so amended, the "Huntway 
Special General Partner Pledge Agreement").

7.	Those certain Collateral Accounts Agreements dated as of 
November 16, 1990 by and between Bankers and Huntway and 
by and between Bankers and Sunbelt.

8.	Those certain Affirmations of Pledge and Security 
Agreements dated as of May 18, 1990 and entered into by 
Huntway, Sunbelt, the Huntway Managing General Partner 
and Huntway Holdings affirming the effectiveness of each 
of the agreements and instruments described in items 2 
through 6 above.

9.	That certain Deed of Trust and Security Agreement 
(Wilmington Mortgage) dated as of December 1, 1987 from 
Huntway to Chicago Title Insurance Company, as deed 
trustee, and Bank of America NT&SA (as successor by 
merger to Security Pacific National Bank), as assigned by 
Bank of America NT&SA to USNBO pursuant to that certain 
Assignment of Notes and Deeds of Trust dated as of June 
22, 1993, and as amended by that certain Amendment to 
Deed of Trust and Security Agreement and other Security 
Documents dated as of June 22, 1993 (the "First 
Wilmington Mortgage").

10.	That certain Deed of Trust and Security Agreement 
(Benicia Mortgage) dated as of December 1, 1987 from 
Huntway to Chicago Title Insurance Company, as deed 
trustee, and Bank of America NT&SA (as successor by 
merger to Security Pacific National Bank), as amended by 
the certain First Supplement to Deed of Trust and 
Security Agreement dated as of November 1, 1988, as 
assigned by Bank of America NT&SA to Collateral Agent 
pursuant to that certain Assignment of Notes and Deeds of 
Trust dated as of June 22, 1993, and as further amended 
by that certain Amendment to Deed of Trust and Security 
Agreement and other Security Documents dated as of June 
22, 1993, (the "First Benicia Mortgage").

11.	The Collateral Assignment of Southern Pacific Leases and 
Agreement and all the Collateral Assignments of Operating 
Agreements in the forms attached to the Note Purchase 
Agreements dated as of December 1, 1987 between Old 
Huntway and each of the Noteholders named therein, 
respectively, as assigned by Bank of America NT&SA to 
Collateral Agent pursuant to that certain Assignment of 
Notes and Deeds of Trust dated as of June 22, 1993 (the 
"Wilmington Lease Assignment").

12.	Short Form Deed of Trust and Assignment of Rents 
(Wilmington) dated as of June 22, 1993 (the "Second 
Wilmington Mortgage").

13.	Short Form Deed of Trust and Assignment of Rents 
(Benicia) dated as of June 22, 1993 (the "Second Benicia 
Mortgage").

14.	That certain Collateral Accounts Security Agreement dated 
as of June 22, 1993 between Huntway and Bankers Trust 
Company (the "Collateral Accounts Security Agreement").











	DEBTOR-IN-POSSESSION

	LETTER OF CREDIT

	AND

	REIMBURSEMENT AGREEMENT


	dated as of November 12, 1996



	between



	HUNTWAY PARTNERS, L.P.,
	as debtor and debtor in possession



	and



	BANKERS TRUST COMPANY






	TABLE OF CONTENTS

Section	Page

		ARTICLE I
	DEFINITIONS	  3

1.01.	Definitions	  3

1.02.	Accounting Terms; Utilization of GAAP for Purposes of Calculations Under 
      Agreement	 17

1.03.	Other Definitional Provisions	 17

	ARTICLE II
	AMOUNT AND TERMS OF LETTERS OF CREDIT	 18

2.01.  The Letters of Credit and the IDB Letter of Credit	 18

2.02.  Reimbursement	 21

2.03.	Fees	 22

2.04.	Increased Costs	 22

2.05.  Payments and Computations	 23

2.06.  Obligations Absolute	 24

2.07.  Participations	 24

2.08.  Taxes	 25

2.09.  Superpriority Nature of Obligations	 26

2.10.  Collateral	 26

	ARTICLE III
	CONDITIONS OF EFFECTIVENESS AND ISSUANCE	 26

3.01.  Condition Precedent to Effectiveness of this 
Agreement	 26

3.02.  Conditions Precedent to Issuance or Amendment of each 
Letter of Credit and the IDB Letter of Credit	 28

	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES	 29

4.01.  Representations and Warranties	 29

	ARTICLE V
	COVENANTS OF HUNTWAY	 34

5.01.  Covenants	 34

	ARTICLE VI
	EVENTS OF DEFAULT	 42

6.01.	Events of Default	 42

6.02.  Upon an Event of Default	 47

	ARTICLE VII
	MISCELLANEOUS	 49

7.01.  Amendments, Etc.	 49

7.02.  Notice, Etc.	 50

7.03.  No Waiver; Remedies	 50

7.04.  Set-off by Bankers; Security Interest in Deposit 
Accounts	 50

7.05.  Indemnification	 51

7.06.  Liability of Parties	 52

7.07.  Costs, Expenses and Taxes	 53

7.08.  Binding Effect	 53

7.09.  Independence of Covenants	 53

7.10.  Governing Law and Jurisdiction	 54

7.11.  Waiver of Jury Trial	 54

7.12.  Headings	 54

7.13.  Counterparts	 54

Exhibit A		- Form of Notice of Issuance of Letter of Credit

Exhibit B		- Form of Interim Order

Exhibit C		- Form of Final Order

Exhibit D		- Form of Cash Collateral Order

Exhibit E 		- Form of Budget

Schedule I		- Existing Letters of Credit

Schedule II		- Proceedings

Schedule III		- Tax Returns

Schedule IV		- Compliance with Law

Schedule V		- Environmental Matters

Schedule VI		- ERISA Matters

Schedule VII		- Existing Liens

Schedule VIII	- Existing Collateral Documents


      	Insert proposed date of issuance of the Letter of Credit.
      	Insert stated amount of the Letter of Credit in numbers.
      	Insert expiration date for the Letter of Credit.
      	Insert name and address of the beneficiary of the Letter of Credit.
      	Insert purpose of the Standby Letter of Credit.
      	Insert name of Subfacility pursuant to which it is being issued.
      	Insert name of Subfacility being reduced.
      	Insert a summary of the salient contemplated terms of the Standby 
       Letter of Credit.
- 11 -





	11



	S-1


	A-2


	I-1


	II-1


	III-1


	IV-1


	V-1


	VI-1


	VII-1


	VIII-3


	VIII-7