<PAGE>

                                                                    EXHIBIT 10.1


                                 AMENDMENT NO. 1

                                     TO THE

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

            This AMENDMENT NO. 1 to the THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (the "Amendment"), dated as of September 29, 2004, is entered into by
and among Tesoro Petroleum Corporation (the "Borrower"), the financial
institutions party to the below-defined Credit Agreement (the "Lenders"), and
Bank One, NA (Main Office Chicago), as Administrative Agent (the "Agent"). Each
capitalized term used herein and not otherwise defined herein shall have the
meaning given to it in the below-defined Credit Agreement.

                                   WITNESSETH

            WHEREAS, the Borrower, the Lenders, and the Agent are parties to a
Third Amended and Restated Credit Agreement dated as of May 25, 2004 (as the
same may be amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"); and

            WHEREAS, the Borrower wishes to amend the Credit Agreement in
certain respects and the Lenders and the Agent are willing to amend the Credit
Agreement on the terms and conditions set forth herein;

            NOW, THEREFORE, in consideration of the premises set forth above,
the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Agent and the Lenders hereby agree as follows:

      1. Amendment to Credit Agreement. Effective as of the date first above
written, and subject to the satisfaction of the conditions to effectiveness set
forth in Section 2 below, the Credit Agreement is hereby amended as follows:

      (a) The definition of "Aggregate Revolving Loan Commitment" set forth in
Section 1.1 of the Credit Agreement is hereby amended in its entirety as
follows:

            "Aggregate Revolving Loan Commitment" means the aggregate of the
            Revolving Loan Commitments of all the Lenders, as increased or
            reduced from time to time pursuant to the terms hereof. The
            Aggregate Revolving Loan Commitment as of September 29, 2004 is Six
            Hundred Fifty Million and 00/100 Dollars ($650,000,000).

<PAGE>

      (b) The definition of "LC Issuer" set forth in Section 1.1 of the Credit
Agreement is hereby amended in its entirety as follows:

            "LC Issuer" means (i) Bank One (or any subsidiary or affiliate of
            Bank One designated by Bank One) and (ii) any other Lender with a
            Revolving Loan Commitment hereunder (or any subsidiary or affiliate
            of such Lender designated by such Lender) which, at the Borrower's
            request, agrees, in such Lender's sole discretion, to become a LC
            Issuer, in each such case in Bank One's or such Lender's separate
            capacity (as applicable) as an issuer of Facility LCs hereunder. All
            references in this Agreement and the other Loan Documents to the "LC
            Issuer" shall be deemed to apply equally to each of the institutions
            referred to in clauses (i) and (ii) of this definition in their
            respective capacities as LC Issuer of any and all Facility LCs
            issued by each such institution.

      (c) The definition of "Subordinated Indebtedness Prepayment Conditions"
set forth in Section 1.1 of the Credit Agreement is hereby amended in its
entirety as follows:

            "Subordinated Indebtedness Prepayment Conditions" means:

            (x) if no Revolving Loans are outstanding immediately before or
            after the applicable prepayment, defeasance, purchase, redemption,
            retirement or acquisition, no Default or Unmatured Default exists;
            or

            (y) if Revolving Loans are outstanding immediately before or after
            making the applicable prepayment, defeasance, purchase, redemption,
            retirement or acquisition, (i) no Default or Unmatured Default
            exists, (ii) Excess Availability equals or exceeds $125,000,000,
            (iii) the "Fixed Charge Coverage Ratio" as calculated in Section
            6.21 on a rolling four quarter basis equals or exceeds 1.15 to 1.00,
            and (iv) such prepayment, defeasance, purchase, redemption,
            retirement or acquisition, when taken together with all Restricted
            Payments made under paragraph (c) of Section 6.10, does not exceed
            the sum of (x) $166,400,000 plus (y) 50% of Consolidated Net Income
            earned in each fiscal quarter beginning with the fiscal quarter
            ending September 30, 2004; provided, however, that if Consolidated
            Net Income for such period is not positive, then 100% of such amount
            shall be subtracted from clause (x), plus (z) 100% of the amount of
            all Net Cash Proceeds or the fair market value (as determined by the
            Borrower's board of directors in its good faith judgment) of other
            assets resulting from any issuance of the Borrower's or any
            Subsidiary's Capital Stock or other securities that were or may be

                                       2

<PAGE>

            converted into or exchanged for such Capital Stock, in each case
            which occurs on or after July 1, 2004.

      (d) Section 2.1.4 of the Credit Agreement is hereby amended to restate the
second sentence thereof in its entirety as follows:

      The Agent shall deposit such amounts into one or more accounts maintained
with any of JPMorgan Chase Bank, Bank One or any of their respective affiliates
(collectively, the "Pre-Funded Letter of Credit Account").

      (e) Section 2.4.3 of the Credit Agreement is hereby amended to delete
therefrom the phrase "from the initial amount of $550,000,000" and to substitute
therefor the phrase "from the amount of $650,000,000."

      (f) Section 2.19.1 of the Credit Agreement is hereby amended to delete the
amount "$650,000,000" from clause (i) of the first sentence thereof and to
substitute therefor the amount "$750,000,000."

      (g) Section 2.20 of the Credit Agreement is hereby amended in its entirety
as follows:

      2.20 Increase of Aggregate Revolving Loan Commitment. The Borrower may
from time to time request that the Aggregate Revolving Loan Commitment be
increased to an amount which does not exceed $750,000,000 minus the aggregate
amount of all permitted partial reductions of the Aggregate Revolving Loan
Commitment under Section 2.4.3; provided, however, that upon any such request,
the Borrower shall demonstrate, to the reasonable satisfaction of the Agent,
that such increase will not breach the terms of any of (i) the indentures
referenced in Section 9.18 or (ii) the Other Senior Secured Debt; provided,
further, however, that (x) each requested increase shall be in an amount equal
to $10,000,000 or an incremental amount in excess thereof, and (y) an increase
in the Aggregate Revolving Loan Commitment hereunder may only be made at a time
when no Unmatured Default or Default shall have occurred and be continuing or
would result therefrom. The Agent may request an opinion of counsel from the
Borrower in connection with any such increase. In the event of such a requested
increase in the Aggregate Revolving Loan Commitment under this Section 2.20,
each of the Lenders shall be given the opportunity to participate in the
increased Aggregate Revolving Loan Commitment, (x) initially ratably in the
proportion that its Revolving Loan Commitment bears to the Aggregate Revolving
Loan Commitment and (y) to the extent that the requested increase in the
Aggregate Revolving Loan Commitment is not fulfilled pursuant to the preceding
clause, in such additional amounts as any Lender, including any new Lender, the
Agent and the Borrower agree. No Lender shall have any obligation to increase
its Revolving Loan Commitment pursuant to a request by the Borrower under this
Section 2.20. No increase hereunder shall be effective without the prior written
consent of the Agent (no such consent to be

                                       3

<PAGE>

unreasonably withheld), including, without limitation, the Agent's prior written
consent to the documentation evidencing such increase.

      (h) Section 6.10 of the Credit Agreement is hereby amended in its entirety
as follows:

      6.10 Restricted Payments. The Borrower will not, nor will it permit any
Subsidiary to, declare or pay any dividend or make any distribution on its
capital stock (other than dividends or other distributions payable in its own
capital stock) or redeem, repurchase or otherwise acquire or retire any of its
capital stock at any time outstanding (any of the foregoing, a "Restricted
Payment"), except that:

      (a) any Subsidiary may declare and pay dividends or make distributions to
the Borrower or any Subsidiary Guarantor;

      (b) the Borrower and its Subsidiaries may make a Restricted Payment in any
amount so long as no Revolving Loans are outstanding immediately before or after
making such Restricted Payment and so long as no Default or Unmatured Default
exists immediately before or after making such Restricted Payment; or

      (c) if Revolving Loans are outstanding immediately before or after making
a Restricted Payment, the Borrower may make a Restricted Payment so long as
immediately before and after making such Restricted Payment, on a pro forma
basis, (i) no Default or Unmatured Default exists, (ii) Excess Availability
equals or exceeds $125,000,000, (iii) the "Fixed Charge Coverage Ratio" as
calculated in Section 6.21 on a rolling four quarter basis equals or exceeds
1.15 to 1.00, and (iv) such Restricted Payment, when taken together with all
other Restricted Payments made under this paragraph (c) and payments made in
respect of Subordinated Indebtedness as contemplated under Section 6.26, does
not exceed the sum of (x) $166,400,000 plus (y) 50% of Consolidated Net Income
(if positive) earned in each fiscal quarter beginning with the fiscal quarter
ending September 30, 2004; provided, however, that if Consolidated Net Income
for such period is not positive, then 100% of such amount shall be subtracted
from clause (x), plus (z) 100% of the amount of all Net Cash Proceeds or the
fair market value (as determined by the Borrower's board of directors in its
good faith judgment) of other assets resulting from any issuance of the
Borrower's or any Subsidiary's Capital Stock or other securities that were or
may be converted into or exchanged for such Capital Stock, in each case which
occurs on or after July 1, 2004.

      (i) Section 6.14 of the Credit Agreement is hereby amended to insert the
following Section 6.14.7 immediately after the existing Section 6.14.6:

      6.14.7 Indebtedness in an aggregate amount not to exceed $250,000,000 at
any time arising under or in connection with Letters of Credit issued for the
account of the Borrower or any Subsidiary thereof; provided, that such Letters
of Credit shall only be used in connection with the Borrower's or such
Subsidiary's acquisition of Petroleum Inventory outside of the United States of
America.

                                       4

<PAGE>

      (j) Section 6.15 of the Credit Agreement is hereby amended to insert the
following Section 6.15.24 immediately after the existing Section 6.15.23:

      6.15.24 Liens securing Indebtedness incurred pursuant to Section 6.14.7;
provided, that none of the Borrower's or any Subsidiary's Property, other than
Petroleum Inventory directly acquired through the use of those Letters of Credit
described in Section 6.14.7, shall be subject to any such Lien.

      (k) The Commitment Schedule to the Credit Agreement is hereby amended in
its entirety pursuant to the Commitment Schedule attached hereto as Exhibit A.

      (l) The Pricing Schedule to the Credit Agreement is hereby amended in its
entirety pursuant to the Pricing Schedule attached hereto as Exhibit B.

      2. Conditions of Effectiveness. This Amendment shall become effective and
be deemed effective as of the date hereof, if, and only if:

            (a) the Agent shall have received executed copies of this Amendment
from the Borrower and the each of the Lenders;

            (b) the Agent shall have received a written reaffirmation of the
Borrower's and the Subsidiary Guarantors' respective obligations under the
Guaranty and the Collateral Documents in form and substance substantially
similar to Exhibit C hereto.

            (c) the Agent shall have received an opinion letter from the
Borrower's and the Subsidiary Guarantors' in-house legal counsel in form and
substance acceptable to the Agent.

            (d) the Agent shall have received, on behalf of the Lenders with
Revolving Loan Commitments, amendment fees in the following amounts:

            for each Lender, an amount equal to the sum of 0.05% times such
            Lender's Revolving Loan Commitment in effect immediately prior to
            the effectiveness of this Amendment plus (x) if such Lender is a
            Tier I Lender (as defined below), 0.10% times the excess of such
            Lender's Revolving Loan Commitment in effect immediately after the
            effectiveness of this Amendment over such Lender's Revolving Loan
            Commitment in effect immediately prior to the effectiveness of this
            Amendment, (y) if such Lender is a Tier II Lender (as defined
            below), 0.15% times the excess of such Lender's Revolving Loan
            Commitment in effect immediately after the effectiveness of this
            Amendment over such Lender's Revolving Loan Commitment in effect
            immediately prior to the effectiveness of this Amendment, or (z) if
            such Lender is a Tier III Lender (as defined below), 0.20% times the
            excess of such Lender's Revolving Loan Commitment in effect
            immediately after the effectiveness of this Amendment over such
            Lender's Revolving

                                       5

<PAGE>

            Loan Commitment in effect immediately prior to the effectiveness of
            this Amendment.

            For purposes hereof, a Tier I Lender is a Lender whose Revolving
            Loan Commitment has increased by an amount less than $25,000,000
            (for example, from $10,000,000 to $30,000,000). A Tier II Lender is
            a Lender whose Revolving Loan Commitment has increased by an amount
            equal to or greater than $25,000,000 and less than $50,000,000 (for
            example, from $10,000,000 to $50,000,000). A Tier III Lender is a
            Lender whose Revolving Loan Commitment has increased by an amount
            equal to or greater than $50,000,000 (for example, from $10,000,000
            to $75,000,000).

      3. Representations and Warranties of the Borrower. The Borrower hereby
represents and warrants as follows:

            (a) The Credit Agreement as previously executed constitutes the
legal, valid and binding obligation of the Borrower and is enforceable against
the Borrower in accordance with its terms, except as enforceability may be
limited by (i) bankruptcy, insolvency, fraudulent conveyances, reorganization or
similar laws relating to or affecting the enforcement of creditors' rights
generally; (ii) general equitable principles (whether considered in a proceeding
in equity or at law); and (iii) requirements of reasonableness, good faith and
fair dealing.

            (b) Upon the effectiveness of this Amendment, the Borrower hereby
(i) represents that no Default or Unmatured Default exists under the terms of
the Credit Agreement, (ii) reaffirms all covenants, representations and
warranties made in the Credit Agreement, and (iii) agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment, provided that any such covenant,
representation or warranty that references a specific date is reaffirmed as of
such referenced date.

            (c) All amount outstanding under or in connection with the
Indenture, dated as of July 2, 1998, pursuant to which certain 9% Senior
Subordinated Notes due 2008 were issued, have been fully repaid and such
Indenture and Senior Subordinated Notes, together with the agreements, documents
and instruments delivered in connection therewith, have been terminated and
neither the Borrower nor any of its Affiliates have any obligations remaining
thereunder.

            (d) The increase in the Aggregate Revolving Loan Commitment set
forth in this Amendment is permitted under the terms of the Other Senior Secured
Debt and the indentures referenced in Section 9.18 of the Credit Agreement.

      4. Effect on the Credit Agreement.

            (a) Upon the effectiveness of this Amendment, on and after the date
hereof, each reference in the Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the
Credit Agreement, as amended and modified hereby.

                                       6

<PAGE>

            (b) Except as specifically amended and modified above, the Credit
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect, and are
hereby ratified and confirmed.

            (c) The execution, delivery and effectiveness of this Amendment
shall neither, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Lenders or the Agent, nor constitute a waiver of
any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.

      5. Effect on the Security Agreement. The Borrower, the Agent and the
Lenders hereby acknowledge and agree that any Petroleum Inventory directly
acquired by the Borrower or any Subsidiary thereof through the use of those
Letters of Credit described in Section 6.14.7 of the Credit Agreement shall not
be subject to the Lien granted under the Security Agreement only until such
Petroleum Inventory is no longer subject to any Lien which may have been granted
to the applicable issuer(s) of such Letters of Credit in accordance with Section
6.15.24 of the Credit Agreement. Such Petroleum Inventory, when not subject to
such Letter of Credit issuer's Lien, shall be subject to the Lien granted under
the Security Agreement.

      6. Costs and Expenses. The Borrower agrees to pay all reasonable costs,
fees and out-of-pocket expenses (including attorneys' fees and expenses charged
to the Agent) incurred by the Agent and the Lenders in connection with the
preparation, arrangement, execution and enforcement of this Amendment.

      7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS, AS OPPOSED TO THE CONFLICTS OF LAW
PROVISIONS, OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT IF A COURT,
TRIBUNAL OR OTHER JUDICIAL ENTITY WITH JURISDICTION OVER THE CREDIT AGREEMENT,
THIS AMENDMENT AND THE TRANSACTIONS EVIDENCED BY THE LOAN DOCUMENTS WERE TO
DISREGARD SUCH CHOICE OF LAW, THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS, AS OPPOSED TO THE CONFLICTS OF LAW
PROVISIONS, OF THE STATE OF ILLINOIS.

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

      9. Counterparts. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

      10. No Strict Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Amendment. In the event an ambiguity or
question of intent or interpretation arises, this Amendment shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Amendment.

               The remainder of this page is intentionally blank.

                                       7

<PAGE>

      IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.

                                             TESORO PETROLEUM CORPORATION,
                                             as the Borrower

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

<PAGE>


                                      BANK ONE, NA (MAIN OFFICE CHICAGO),
                                      individually, as initial LC Issuer, and as
                                      Administrative Agent


                                      By:    /s/ ANDREW D. HALL
                                         ---------------------------------------
                                      Name:  Andrew D. Hall
                                      Title: Director








                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      BANK OF AMERICA, N.A.

                                      By:    /s/ DENNIS M. HANSEN
                                         ---------------------------------------
                                      Name:  Dennis M. Hansen
                                      Title: Authorized Officer

















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      STATE OF CALIFORNIA PUBLIC EMPLOYEES'
                                      RETIREMENT SYSTEM

                                      By:    /s/ MIKE CRAYBAR
                                         ---------------------------------------
                                      Name:  Mike Craybar
                                      Title: Investment Officer

















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      FORTIS CAPITAL CORP.

                                      By:    /s/ DARRELL W. HOLLEY
                                         ---------------------------------------
                                      Name:  Darrell W. Holley
                                      Title: Managing Director

                                      By:    /s/ CHRISTOPHER S. PARADA
                                         ---------------------------------------
                                      Name:  Christopher S. Parada
                                      Title: Vice President















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      THE ROYAL BANK OF SCOTLAND plc

                                      By:    /s/ PAUL McDONAGH
                                         ---------------------------------------
                                      Name:  PAUL McDONAGH
                                      Title: SR. VICE PRESIDENT
















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      UFJ BANK LIMITED

                                      By:    /s/ CLYDE L. REDFORD
                                         ---------------------------------------
                                      Name:  Clyde L. Redford
                                      Title: Senior Vice President
















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      SUMITOMO MITSUI BANKING CORP.


                                      By:    /s/ ROBERT H. RILEY, III
                                         ---------------------------------------
                                      Name: Robert H. Riley, III
                                      Title: Senior Vice President
















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      WELLS FARGO FOOTHILL, LLC

                                      By:    /s/ PATRICK MCCORMACK
                                         ---------------------------------------
                                      Name:  Patrick McCormack
                                      Title: Assistant Vice President


















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      LASALLE BUSINESS CREDIT, LLC

                                      By:    /s/ JOSEPH C. FUDACZ
                                         ---------------------------------------
                                      Name:  Joseph C. Fudacz
                                      Title: Senior Vice President



















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      GUARANTY BANK

                                      By:    /s/ JIM R. HAMILTON
                                         ---------------------------------------
                                      Name:  Jim R. Hamilton
                                      Title: Senior Vice President



















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      CALYON NEW YORK BRANCH

                                      By:    /s/ OLIVIER AUDEMARD
                                         ---------------------------------------
                                      Name:  Olivier Audemard
                                      Title: Managing Director

                                      By:    /s/ PIERRE DEBRAY
                                         ---------------------------------------
                                      Name:  Pierre Debray
                                      Title: Managing Director















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      UBS AG, STAMFORD BRANCH

                                      By:    /s/ WILFRED V. SAINT
                                         ---------------------------------------
                                      Name:  Wilfred V. Saint
                                      Title: Director
                                             Banking Products
                                             Services, US

                                      By:    /s/ JOSALIN FERMENDES
                                         ---------------------------------------
                                      Name:  Josalin Fermendes
                                      Title: Associate Director
                                             Banking Products
                                             Services, US












                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      PNC BANK, NATIONAL ASSOCIATION

                                      By:    /s/ TERRANCE O. MCKINNEY
                                         ---------------------------------------
                                      Name:  Terrance O. McKinney
                                      Title: Vice President


















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      PB CAPITAL CORPORATION

                                      By:    /s/ ANDREW L. SHIPMAN
                                         ---------------------------------------
                                      Name:  Andrew L. Shipman
                                      Title: Vice President

                                      By:    /s/ MICHAEL J. BEDORE
                                         ---------------------------------------
                                      Name:  Michael J. Bedore
                                      Title: Vice President















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      WACHOVIA BANK, NATIONAL ASSOCIATION

                                      By:    /s/ CATHERINE A. COWAN
                                         ---------------------------------------
                                      Name:  Catherine A. Cowan
                                      Title:  Director


















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                      NATIONAL CITY BUSINESS CREDIT, INC.

                                      By:    /s/ THOMAS W. BUDA, JR.
                                         --------------------------------------
                                      Name:  Thomas W. Buda, Jr.
                                      Title: Vice President


















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      SIEMENS FINANCIAL SERVICES, INC.

                                      By:    /s/ FRANK AMODIO
                                         ---------------------------------------
                                      Name:  Frank Amodio
                                      Title: Vice President - Credit


















                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                       HOUSTON AGENCY



                                       By: /s/ KELTON GLASSCOCK
                                       ------------------------------
                                       Name:  Kelton Glasscock
                                       Title: Vice President & Manager



                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       BANK OF SCOTLAND


                                       By: /s/ AMENA NABI
                                       -----------------------------------
                                       Name:  Amena Nabi
                                       Title: Assistant Vice President





                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       U.S. BANK, NATIONAL ASSOCIATION


                                       By: /s/ THOMAS VISCONTI
                                           -------------------------------------
                                       Name:  Thomas Visconti
                                       Title: Vice President




                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       HIBERNIA NATIONAL BANK


                                       By: /s/ NANCY G. MOROGAS
                                           -------------------------------------
                                       Name:  Nancy G. Morogas
                                       Title: Vice President



                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       NATEXIS BANQUES POPULAIRES


                                       By: /s/ DANIEL PAYER
                                           -------------------------------------
                                       Name:   Daniel Payer
                                       Title:  Vice President


                                       By: /s/ LOUIS P. LAVILLE, III
                                           -------------------------------------
                                       Name:  Louis P. Laville, III
                                       Title: Vice President & Manager




                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       ALLIED IRISH BANKS PLC


                                       By: /s/ MARTIN S. CHIN
                                           -------------------------------------
                                       Name:  Martin S. Chin
                                       Title: Vice President


                                       By: /s/ AIDAN LARIGAN
                                           -------------------------------------
                                       Name:  Aidan Larigan
                                       Title: Assistant Vice President



                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       RZB FINANCE LLP


                                       By: /s/ ASTRID WILKE
                                           -------------------------------------
                                       Name:  Astrid Wilke
                                       Title: Vice President


                                       By: /s/ CHRISTOPH HOEDL
                                           -------------------------------------
                                       Name:  Christoph Hoedl
                                       Title: Vice President




                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       THE FROST NATIONAL BANK


                                       By: /s/ CINDY CARR
                                           -------------------------------------
                                       Name:  Cindy Carr
                                       Title: Relationship Banking Officer




                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       WEBSTER BUSINESS CREDIT CORPORATION


                                       By: /s/ CARL GIORDANO
                                           -------------------------------------
                                       Name:  Carl Giordano
                                       Title: Assistant Vice President




                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       ALASKA PACIFIC BANK


                                       By: /s/ JOHN E. ROBERTSON
                                           -------------------------------------
                                       Name:  John E. Robertson
                                       Title: Senior Vice President



<PAGE>
                                       FRANKLIN CLO II LIMITED


                                       By: /s/ TYLER CHAN
                                           -------------------------------------
                                       Name:  Tyler Chan
                                       Title: Vice President


                                       FRANKLIN CLO III, LIMITED


                                       By: /s/ TYLER CHAN
                                           -------------------------------------
                                       Name:  Tyler Chan
                                       Title: Vice President


                                       FRANKLIN FLOATING RATE MASTER SERIES


                                       By: /s/ TYLER CHAN
                                           -------------------------------------
                                       Name:  Tyler Chan
                                       Title: Vice President


                                       FRANKLIN FLOATING RATE TRUST


                                       By: /s/ TYLER CHAN
                                           -------------------------------------
                                       Name:  Tyler Chan
                                       Title: Vice President




                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       SEQUILS-Cumberland I, LTD.
                                       By: Deerfield Capital Management LLC
                                           as its Collateral Manager


                                       By: /s/ PETER SAKON
                                           -------------------------------------
                                       Name:  Peter Sakon
                                       Title: Vice President




                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       AIB DEBT MANAGEMENT LIMITED


                                       By: /s/ MARTIN S. CHIN
                                           -------------------------------------
                                       Name:  Martin Chin
                                       Title: Vice President
                                              Investment Advisor to
                                              AIB Debt Management, Limited




                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       ATRIUM CDO


                                       By: /s/ DAVID H. LERNER
                                           -------------------------------------
                                       Name:  David H. Lerner
                                       Title: Authorized Signatory

                                       ATRIUM II


                                       By: /s/ DAVID H. LERNER
                                           -------------------------------------
                                       Name:  David H. Lerner
                                       Title: Authorized Signatory

                                       CSAM FUNDING III


                                       By: /s/ DAVID H. LERNER
                                           -------------------------------------
                                       Name:  David H. Lerner
                                       Title: Authorized Signatory



                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      APEX (IDM) CDO I, LTD.

                                      By: Babson Capital Management LLC as
                                          Collateral Manager

                                      By: /s/ JOHN W. STELWAGON
                                          -------------------------------------
                                      Name:  JOHN W. STELWAGON
                                      Title: Managing Director

                                      BABSON CLO LTD. 2004-I

                                      By: Babson Capital Management LLC as
                                          Collateral Manager

                                      By: /s/ JOHN W. STELWAGON
                                          -------------------------------------
                                      Name:  JOHN W. STELWAGON
                                      Title: Managing Director

                                      C.M. LIFE INSURANCE COMPANY

                                      By: Babson Capital Management LLC as
                                          Investment Sub-Advisor

                                      By: /s/ JOHN W. STELWAGON
                                          -------------------------------------
                                      Name:  JOHN W. STELWAGON
                                      Title: Managing Director

                                      MAPLEWOOD (CAYMAN) LIMITED

                                      By: Babson Capital Management LLC under
                                          delegated authority from Massachusetts
                                          Mutual Life Insurance Company as
                                          Investment Manager

                                      By: /s/ JOHN W. STELWAGON
                                          -------------------------------------
                                      Name:  JOHN W. STELWAGON
                                      Title: Managing Director

                                      ELC (CAYMAN) LTD. CDO SERIES 1999-I

                                      By: Babson Capital Management LLC as
                                          Collateral Manager

                                      By: /s/ JOHN W. STELWAGON
                                          -------------------------------------
                                      Name:  JOHN W. STELWAGON
                                      Title: Managing Director



                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                       GALAXY CLO 1999-1, LTD

                                       By: AIG Global Investment Corp. as
                                           Collateral Manager


                                       By: /s/ STEVEN S. OH
                                           -------------------------------------
                                       Name:  Steven S. Oh
                                       Title: Managing Director




                       SIGNATURE PAGE TO AMENDMENT NO. 1
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

                                    EXHIBIT A
                                       TO
                                 AMENDMENT NO. 1

                               COMMITMENT SCHEDULE

                            (available upon request)
<PAGE>

                                    EXHIBIT B
                                       TO
                                 AMENDMENT NO. 1

                                PRICING SCHEDULE


<PAGE>

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
Applicable Fee Rate            Tier I Utilization           Tier II Utilization         Tier III Utilization
-------------------            ------------------           -------------------         --------------------
<S>                            <C>                          <C>                         <C>
   Commitment Fee                     0.25%                        0.50%                        0.75%
</TABLE>

The following shall be used to calculate the Applicable Margin for Revolving
Loans and the Pre-Funded Letter of Credit Fee Rate at any time the Borrower's
senior long-term secured indebtedness (without giving effect to any credit
enhancement) is rated BBB- or better by S&P or Baa3 or better by Moody's.

<TABLE>
<CAPTION>
  Applicable
  Margin for                                 Revolving           Revolving         Revolving        Revolving
  Revolving               Revolving          Level II            Level III         Level IV          Level V
    Loans              Level I Status         Status              Status             Status           Status
---------------        --------------        ---------           ---------         ---------        ---------
<S>                    <C>                   <C>                 <C>               <C>              <C>
Eurodollar Rate             1.50%              1.75%               2.00%              2.25%            2.50%
Floating Rate               0.00%              0.00%               0.25%              0.50%            0.75%
</TABLE>

<TABLE>
<CAPTION>
                                 Pre-Funded             Pre-Funded           Pre-Funded          Pre-Funded
                               Level I Status        Level II Status      Level III Status     Level IV Status
                               --------------        ---------------      ----------------     ---------------
<S>                            <C>                   <C>                  <C>                  <C>
Pre-Funded Letter of
  Credit Fee Rate                   1.50%                  1.75%                2.00%                2.25%
</TABLE>

The following shall be used to calculate the Applicable Margin for Revolving
Loans and the Pre-Funded Letter of Credit Fee Rate at any time the Borrower's
senior long-term secured indebtedness (without giving effect to any credit
enhancement) is rated BB+ by S&P or Ba1 by Moody's and the Borrower does not
qualify for pricing as set forth in the immediately preceding grid.

<PAGE>

<TABLE>
<CAPTION>
  Applicable
  Margin for                                 Revolving           Revolving         Revolving        Revolving
  Revolving               Revolving          Level II            Level III         Level IV          Level V
    Loans              Level I Status         Status              Status             Status           Status
---------------        --------------        ---------           ---------         ---------        ---------
<S>                    <C>                   <C>                 <C>               <C>              <C>
Eurodollar Rate             1.75%              2.00%               2.25%              2.50%             2.75%
Floating Rate               0.00%              0.25%               0.50%              0.75%             1.00%
</TABLE>

<TABLE>
<CAPTION>
                                 Pre-Funded             Pre-Funded           Pre-Funded          Pre-Funded
                               Level I Status        Level II Status      Level III Status     Level IV Status
                               --------------        ---------------      ----------------     ---------------
<S>                            <C>                   <C>                  <C>                  <C>
Pre-Funded Letter of                1.75%                 2.00%                 2.25%                2.50%
  Credit Fee Rate
</TABLE>

The following shall be used to calculate the Applicable Margin for Revolving
Loans and the Pre-Funded Letter of Credit Fee Rate at any time the Borrower's
senior long-term secured indebtedness (without giving effect to any credit
enhancement) is lower than BB+ by S&P or Ba1 by Moody's and the Borrower does
not qualify for pricing as set forth in the two immediately preceding pricing
grids.

<TABLE>
<CAPTION>
   Applicable
   Margin for                              Revolving           Revolving          Revolving           Revolving
   Revolving            Revolving           Level II           Level III           Level IV            Level V
     Loans           Level I Status          Status             Status              Status             Status
---------------      --------------        ---------           ---------          ---------           ---------
<S>                  <C>                   <C>                 <C>                <C>                 <C>
Eurodollar Rate           2.00%              2.25%               2.50%              2.75%               3.00%
Floating Rate             0.25%              0.50%               0.75%              1.00%               1.25%
</TABLE>

<TABLE>
<CAPTION>
                              Pre-Funded              Pre-Funded             Pre-Funded             Pre-Funded
                            Level I Status         Level II Status        Level III Status        Level IV Status
                            --------------         ---------------        ----------------        ---------------
<S>                         <C>                    <C>                    <C>                     <C>
Pre-Funded Letter of
   Credit Fee Rate               2.00%                  2.25%                   2.50%                  2.75%
</TABLE>

<PAGE>

      For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:

      "Revolving Level I Status" exists at any date if, as of the last day of
the applicable fiscal quarter of the Borrower, average daily Excess Availability
for such fiscal quarter was greater than 55% of the average monthly Borrowing
Base for such fiscal quarter.

      "Revolving Level II Status" exists at any date if, as of the last day of
the applicable fiscal quarter of the Borrower, (i) the Borrower has not
qualified for Revolving Level I Status and (ii) average daily Excess
Availability for such fiscal quarter was less than or equal to 55% of the
average monthly Borrowing Base for such fiscal quarter but greater than 45% of
the average monthly Borrowing Base for such fiscal quarter.

      "Revolving Level III Status" exists at any date if, as of the last day of
the applicable fiscal quarter, (i) the Borrower has not qualified for Revolving
Level I Status or Revolving Level II Status and (ii) average daily Excess
Availability for such fiscal quarter was less than or equal to 45% of the
average monthly Borrowing Base for such fiscal quarter but greater than 30% of
the average monthly Borrowing Base for such fiscal quarter.

      "Revolving Level IV Status" exists at any date if, as of the last day of
the applicable fiscal quarter, (i) the Borrower has not qualified for Revolving
Level I Status, Revolving Level II Status, or Revolving Level III Status and
(ii) average daily Excess Availability for such fiscal quarter was less than or
equal to 30% of the average monthly Borrowing Base for such fiscal quarter but
greater than 15% of the average monthly Borrowing Base for such fiscal quarter.

      "Revolving Level V Status" exists at any date if, as of the last day of
the applicable fiscal quarter, (i) the Borrower has not qualified for Revolving
Level I Status, Revolving Level II Status, Revolving Level III Status or
Revolving Level IV Status, and (ii) average daily Excess Availability for such
fiscal quarter was less than or equal to 15% of the average monthly Borrowing
Base for such fiscal quarter.

      "Revolving Status" means either Revolving Level I Status, Revolving Level
II Status, Revolving Level III Status, Revolving Level IV Status, or Revolving
Level V Status.

      "Pre-Funded Level I Status" exists at any date if, as of the last day of
the applicable fiscal quarter of the Borrower, average daily Excess Availability
for such fiscal quarter was greater than 45% of the average monthly Borrowing
Base for such fiscal quarter.

      "Pre-Funded Level II Status" exists at any date if, as of the last day of
the applicable fiscal quarter, (i) the Borrower has not qualified for Pre-Funded
Level I Status and (ii) average daily Excess Availability for such fiscal
quarter was less than or equal to 45% of the average monthly Borrowing Base for
such fiscal quarter but greater than 30% of the average monthly Borrowing Base
for such fiscal quarter.

      "Pre-Funded Level III Status" exists at any date if, as of the last day of
the applicable fiscal quarter, (i) the Borrower has not qualified for Pre-Funded
Level I Status or Pre-Funded Level II Status, and (ii) average daily Excess
Availability for such fiscal quarter was less than or

<PAGE>

equal to 30% of the average monthly Borrowing Base for such fiscal quarter but
greater than 15% of the average monthly Borrowing Base for such fiscal quarter.

      "Pre-Funded Level IV Status" exists at any date if, as of the last day of
the applicable fiscal quarter, (i) the Borrower has not qualified for Pre-Funded
Level I Status, Pre-Funded Level II Status or Pre-Funded Level III Status and
(ii) average daily Excess Availability for such fiscal quarter was less than or
equal to 15% of the average monthly Borrowing Base for such fiscal quarter.

      "Pre-Funded Status" means either Pre-Funded Level I Status, Pre-Funded
Level II Status, Pre-Funded Level III Status or Pre-Funded Level IV Status.

      "Tier I Utilization" means, on any date of determination, the average
Aggregate Outstanding Revolving Loan Credit Exposure on such date was greater
than 66% of the Aggregate Revolving Loan Commitment on such date.

      "Tier II Utilization" means, on any date of determination, the average
Aggregate Outstanding Revolving Loan Credit Exposure on such date was greater
than or equal to 33--1/3rd% of the Aggregate Revolving Loan Commitment on such
date but less than or equal to 66% of the Aggregate Revolving Loan Commitment on
such date.

      "Tier III Utilization" means, on any date of determination, the average
Aggregate Outstanding Revolving Loan Credit Exposure on such date was less than
33--1/3rd% of the Aggregate Revolving Loan Commitment on such date.

The Applicable Margin, the Applicable Fee Rate, and the Pre-Funded Letter of
Credit Fee Rate shall be determined in accordance with the foregoing tables
based on the Borrower's Revolving Status or Pre-Funded Status, as applicable,
for the applicable fiscal quarter. Such Revolving Status or Pre-Funded Status,
as applicable, shall be determined based upon the Interim Collateral Reports and
Monthly Collateral Reports delivered for such fiscal quarter. Adjustments, if
any, to the Applicable Margin, the Applicable Fee Rate and the Pre-Funded Letter
of Credit Fee Rate shall be effective five Business Days after the Agent has
received all of the applicable Interim Collateral Reports and Monthly Collateral
Reports. If the Borrower fails to deliver such Interim Collateral Reports and
Monthly Collateral Reports to the Agent at the time required pursuant to Section
6.1, then the Applicable Margin, the Applicable Fee Rate, and the Pre-Funded
Letter of Credit Fee Rate shall be the highest Applicable Margin, Applicable Fee
Rate, and Pre-Funded Letter of Credit Fee Rate set forth in the foregoing tables
until the date on which such Interim Collateral Reports and Monthly Collateral
Reports are so delivered. Notwithstanding the foregoing, for the period
beginning on the Closing Date and ending on the fifth Business Day following the
date on which the last Interim Collateral Report and the last Monthly Collateral
Report are required to be delivered pursuant to Section 6.1 for the fiscal
quarter ending September 30, 2004, Revolving Level II Status, Pre-Funded Level I
Status and Tier II Utilization shall be in effect.