HUNTWAY PARTNERS L P, T-3, 1996-12-10

HUNTWAY PARTNERS L P
T-3, 1996-12-10
PETROLEUM REFINING

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER
THE TRUST INDENTURE ACT OF 1939

Huntway Partners, L.P.
(Name of applicant)

25129 The Old Road
Newhall, California 91381
(Address of principal executive offices)

SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED

TITLE OF CLASS AMOUNT

12% Senior Secured Notes Due 2005 $23,500,000

Approximate date of proposed public
Offering: December 23, 1996

Name and address of agent for service: Warren J. Nelson
Huntway Partners, L.P.
25129 The Old Road
Newhall, CA 91381

-with a copy to-

Alan G. Berkshire
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601

<PAGE> 2

GENERAL

1. General information. Furnish the following as to the applicant:

(a) Form of organization.

The applicant, Huntway Partners, L.P. (the "Company"), is a
limited partnership.

(b) State or other sovereign power under the laws of which organized.

The Company is organized under the laws of the State of
Delaware.

2. Securities Act exemption available. State briefly the facts relied
upon by the applicant as a basis for the claim that registration of the
indenture securities under the securities Act of 1933 is not required.

The indenture securities are exempt from registration under the Securities
Act of 1933, as amended ("Securities Act"), by virtue of Section 1145(a)(1) of
the United States Bankruptcy Code, as amended ("Bankruptcy Code"). The Company
is a debtor in a case filed under Chapter 11 of the Bankruptcy Code styled In
re Huntway Partners, L.P., Debtor, Case No. 96-799 (HSB), pending in the United
States Bankruptcy Court for the District of Delaware ("Bankruptcy Court").
Section 1145(c) of the Bankruptcy Code provides that securities issued pursuant
to Section 1145(a) are deemed to be offered in a public offering. The offering
of the indenture securities prior to the filing of a case under the Bankruptcy
Code was exempt from registration under the Securities Act by virtue of Section
4(2) thereof, which exempts transactions by an issuer not involving any public
offering, and Section 3(a)(9) thereof, which exempts exchanges of securities by
an issuer with its existing security holders exclusively where no commission or
other remuneration is paid or given directly or indirectly for soliciting such
exchange.

The indenture securities, the 12% Senior Secured Notes due 2005 (the "New
Notes"), are securities being issued by the Company pursuant to a Prepackaged
Plan of Reorganization of Huntway Partners, L.P. under Chapter 11 of the United
States Bankruptcy Code (the "Plan") filed by the applicant with the Bankruptcy
Court on November 12, 1996. The Plan may be modified from time to time as
provided therein.

The New Notes are being issued in exchange for claims against the Company.
These claims consist of the allowed secured claims of the holders of the 8%
Senior Secured Notes Due 2000 and the Increasing Rate Subordinated Notes Due
2008, in each case issued by the Company ("Old Notes"). While the holders of
the Old Notes are principally receiving the New Notes in exchange for their
claims, they are also receiving common units representing limited partnership
interests of the Company ("Common Units").

-2-

<PAGE> 3

AFFILIATIONS

3. Affiliates. Furnish a list or diagram of all affiliates of the applicant
and indicate the respective percentages of voting securities or other bases of
control.

Huntway Managing Partner, L.P., a Delaware limited partnership ("HMP"), is
currently the managing general partner of the Company and holds a 0.9% equity
ownership interest in the Company.

Huntway Holdings, L.P., a Delaware limited partnership ("HH"), is
currently the special general partner of the Company and holds a 0.1% equity
ownership interest in the Company.

Reprise Holdings, Inc., a Texas corporation ("Reprise"), is the sole
general partner of HH and the sole general partner of HMP.

The Company is the sole general partner of Sunbelt Refining Co., L.P., a
Delaware limited partnership ("Sunbelt"), and holds a 99% equity ownership
interest in Sunbelt.

See also Item 4 below -- "Directors and Executive Officers."

MANAGEMENT AND CONTROL

4. Directors and executive officers. List the name and the complete mailing
addresses of all directors and executive officers of the applicant and all
persons chosen to become directors and executive officers. Indicate all
offices with the applicant held or to be held by the person named.

HMP, the Company's general partner, rather than a board of directors,
manages the business and affairs of the Company. Similarly, HMP is itself a
partnership and its business and affairs are managed by its general partner,
Reprise, rather than a board of directors. However, Reprise, as sole general
partner of HMP, has established an operating committee to consult with Reprise
with respect to the management of HMP and the Company, and has elected the
following individuals as members of the operating committee:

Juan Y. Forster
Samuel M. Mencoff
Justin S. Huscher
Raymond M. O'Keefe

The mailing address for each of these persons is as follows:

c/o Huntway Partners, L.P.
25129 The Old Road
Newhall, CA 91381

-3-

<PAGE> 4

The following persons are serving as executive officers of the Company,
holding the following offices, and will serve as executive officers of the
Company, holding the same offices, upon the consummation of the Plan:

Name Office(s)
------------------- -------------------------------------------------

Juan Y. Forster President and Chief Executive officer
Warren J. Nelson Executive Vice President and Chief Financial
Officer
Lucian A. Nawrocki Executive Vice President of Asphalt Marketing
Terrance L. Stringer Executive Vice President of Supply and Planning

The mailing address for each of these persons is as follows:

c/o Huntway Partners, L.P.
25129 The Old Road
Newhall, California 91381

5. Principal owners of voting securities. Furnish the following information
as to each person owning 10 percent or more of the voting securities of the
applicant.

The following table sets forth each person that currently owns 10% or more
of the voting securities of the Company as of November 12, 1996:

<TABLE>
<CAPTION>
Percentage of
Name and Complete Title of Class Voting Securities
Mailing Address of Owner Owned(1) Amount Owned Owned(1)
- ---------------------------------------- -------------------- ------------------ ------------------
<S> <C> <C> <C>
Huntway Managing Partner, L.P. ........
c/o Reprise Holding, Inc.
c/o Madison Dearborn Partners 90% of the General 0.9% of equity
Three First National Plaza, Suite 1330 General Partnership Partnership interests in the
Chicago, IL 60602 Interest Interest Company

Huntway Holdings, L.P. ...............
c/o Reprise Holding, Inc.
c/o Madison Dearborn Partners 10% of the General 0.1% of equity
Three First National Plaza, Suite 1330 General Partnership Partnership interests in the
Chicago, IL 60602 Interest Interest Company

First Chicago Equity Corporation .........
f/k/a First Capital Corporation of Chicago 31.5% of equity
One First National Plaza interests in the
Chicago, IL 60670 Common Units 3,640,121(2) Company

</TABLE>

-4-

<PAGE> 5

Bankers Trust Company .................... Common Units 1,975,522 (3) 14.6% of equity
280 Park Avenue interests in the
New York, NY 10017 Company

Massachusetts Mutual Life Insurance Company Common Units 1,092,156 (3) 8.6% of equity
1295 State Street interests in the
Springfield, MA 01111 Company

Mr. Andre Danesh .......................... Common Units 1,460,959 (4) 11.2% of equity
Allied Financial Corp. interests in the
1583 Beacon Street Company
Brookline, MA 02146

All Officers and operating committee Common Units 1,810,927 (5)(6) 15.7% of equity
members as a group (12 Persons) .......... interests in the
Company
</TABLE>

- ---------------------------------

(1) As a Delaware limited partnership, the business and affairs of the
Company are managed by its general partner, in accordance with the Amended
and Restated Agreement of Limited Partnership of the Company.

(2) Does not include 653,286 Common Units held by Reprise Holdings, Inc.
First Chicago Equity Corporation and Madison Dearborn Partners III own all
of the outstanding common stock of Reprise Holdings, Inc. First Chicago
Equity Corporation and Madison Dearborn Partners III disclaim beneficial
ownership of Common Units beneficially owned by Reprise Holdings, Inc.

(3) All reported beneficial ownership of Common Units represents warrants to
purchase Common Units at an exercise price of $.875 per Common Unit under
the June 23, 1993 restructuring agreement. Pursuant to the Prepackaged
Plan, these warrants will be canceled and the holders thereof will receive
25% of the Common Units outstanding immediately following Consummation.

(4) Includes 378,300 Common Units held by Mr. Danesh; 243,700 Common Units
held by Allied Financial Corporation's Profit Sharing Plan, of which Mr.
Danesh is the trustee; 159,900 Common Units held by E & S Investments, of
which Mr. Danesh is the general manager; and 133,000 Common Units held by
Allied Financial Investments, of which Mr. Danesh is a general partner.
Also includes 546,059 Common Units issuable upon the exercise of an option
issued by Huntway to Mr. Danesh. The exercise price provided for in such
option is $.50 per Common Unit. Does not include option to purchase
600,000 Common Units which Huntway has agreed to issue to Mr. Danesh in
the event the restructuring is consummated. The exercise price provided
for in such option will be $.50 per Common Unit.

(5) Includes 62,500 and 341,958 Common Units held by Madison Dearborn
Partners VI and Madison Dearborn Partners III, respectively. Samuel M.
Mencoff and Justin S. Huscher, members of the Operating Committee, serve
as general partners of such entities. Also includes 653,286 Common Units
held by Reprise Holdings, Inc. Mr. Mencoff is the President and sole
director of Reprise Holdings, Inc. Mr. Mencoff disclaims beneficial
ownership of the Common Units held by Reprise Holding, Inc.

(6) Includes options to acquire 103,133 Common Units exercisable at $1 a
unit.

The following table sets forth each person what will own 10% or more of the
voting securities of the Company upon consummation of the Plan:

-5-
<PAGE> 6

Percentage of
Name and Complete Title of Class Voting Securities
Mailing Address of Owner Owned(1) Amount Owned Owned(1)
- ---------------------------------------- -------------------- ------------------ ------------------
<S> <C> <C> <C>

Huntway Managing Partner, L.P. ......... General 90% of the General 0.9% of equity
c/o Reprise Holding, Inc. Partnership Partnership interests in the
c/o Madison Dearborn Partners Interest interests Company
Three First National Plaza, Suite 1330
Chicago, IL 60602

Huntway Holdings, L.P. ................. General 10% of the General 0.1% of equity
c/o Reprise Holding, Inc. Partnership Partnership interests in the
c/o Madison Dearborn Partners Interest interest Company
Three First National Plaza, Suite 1330
Chicago, IL 60602

First Chicago Equity Corporation .......... Common Units 4,643,690(2) 18.32%
f/k/a First Capital Corporation of Chicago
One First National Plaza
Chicago, IL 60670

Bankers Trust Company ..................... Common Units 6,966,816 27.49%
280 Park Avenue
New York, NY 10017

Massachusetts Mutual Life Insurance Company Common Units 3,851,507 15.20%
1295 State Street
Springfield, MA 01111
</TABLE>

- -------------------------------

(2) Does not include 653,286 Common Units held by Reprise Holdings, Inc.
First Chicago Equity Corporation and Madison Dearborn Partners III won all
of the outstanding common stock of Reprise Holdings, Inc., First Chicago
Equity Corporation and Madison Dearborn Partners III disclaim beneficial
ownership of Common Units beneficially owned by Reprise Holdings, Inc.

UNDERWRITERS

6. Underwriters. Give the name and complete address of (a) each person who,
within three years prior to the date of filing the application, acted as an
underwriter of any securities of the obligor which were outstanding on the date
of filing the application and (b) each proposed principal underwriter of the
securities proposed to be offered. As to each person specified in (a), give
the title of each class of securities underwritten.

There is no person who, within the three years prior to the date of
filing the application, has served as an underwriter of any securities of
the Company.

There is no person who will be the proposed principal underwriter of the
securities proposed to be offered.

-6-

<PAGE> 7

CAPITAL SECURITIES

Captalization. (a) furnish the following information as to each
authorized class of securities of the applicant.

As of November 12, 1996

Title of Class Amount Authorized Amount Outstanding
- ---------------------------- ------------------ ------------------
<S> <C> <C>

General Partnership Interests 1% of equity All
ownership of the
Company

11,556,250 Common
Units representing
Common Units representing 99% of equity
limited partnership ownership of the
interests Company All
</TABLE>

(b) Give a brief outline of the voting rights of each class of voting
securities referred to in paragraph (a) above.

The holders of the general partner interests of the Company generally
have the exclusive right and power to manage and operate the business of the
Company. Under the Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"), HH is presumed to have delegated all of its rights to
manage and operate the Company to HMP and, thus, HMP conducts, directs and
exercises full control over all activities of the Company.

In most circumstances, the Partnership Agreement provides that holders
of 10% of the Common Units or HMP may propose an amendment to the Partnership
Agreement and such proposed amendment will be effective if approved by the
holders of a majority of the outstanding Common Units; provided that if such
amendment would materially and adversely affect the rights or preferences of
any certain class of the Company's securities, then approval of the holders of
at least 2/3 of such securities is required.

The Partnership Agreement provides that a merger or consolidation must
be approved by holders of a majority of the outstanding Common Units, unless
the merger agreement contains a provision which, if contained in an amendment
to the Partnership Agreement, would require the vote of a greater percentage of
the Common Units under the Partnership Agreement or Delaware law.

The Managing Partner may be removed upon the vote of holders of at
least 2/3 of the Common Units then outstanding. Upon such removal or the
withdrawal of the Managing General Partner, holders of a majority of the
outstanding Common Units have the right to appoint a successor.

-7-

<PAGE> 8
INDENTURE SECURITIES

8. Analysis of Indenture provisions. Insert at this point the analysis of
Indenture provisions required under section 305(A)(2).

The following discussion is a description of certain provisions of the
indenture (the "Indenture") to which this filing relates required by Section
305(a)(2) of the Trust Indenture Act of 1939, as amended. This discussion is
qualified in its entirety by reference to the Indenture, a copy of which in
filed as Exhibit T3C. Capitalized terms used in this Item 8 and not otherwise
defined have the respective meanings assigned to them in the Indenture.

A. Events of Default

The Indenture defines an Event of Default to include, inter alia, any of
the following events:

(a) default in the payment of (i) any interest on any Security when it
becomes due and payable, and continuance of such default for a
period of three days or (ii) the principal of any Security at its
Maturity, in each case including payments from CDSA and from
Excess Cash; provided, however, a default in the payment of
principal or interest with respect to a Security: (x) relating to
a payment required to be made by issuance of secondary securities
in accordance with Section 307 shall constitute an event of
default for purposes of this Indenture to the extent that such
default arises from failure to issue such securities in the
amount, at the time and in the manner required by Sections 307(a)
and 307(i); (y) relating to a payment required to be made from
CDSA shall constitute an event of default for purposes of this
Indenture if such payment is not made on the date required
notwithstanding the failure of the company to calculate CDSA for
the relevant period; and (z) relating to a payment required to be
made from Excess Cash shall constitute an Event of Default for
purposes of this indenture if such payment is not made on the
date required notwithstanding the failure of the Company to
calculate Excess Cash for the relevant date; or

(b) default in the performance, or breach, of any covenant,
obligation or agreement of the Company in the Indenture or
breach of warranty, subject to in certain cases to a 15-day
grace period; or

(c) (i) failure of the Company or any of its Subsidiaries to pay or
any default in the payment of any principal or interest on any
other Indebtedness in the outstanding principal amount of
$250,000 or more, or in the payment of any Contingent Obligation
the outstanding principal amount of which is $250,000 or more in
each case beyond any period of grace provided; or (ii) breach or
default with respect to any other term of any evidence of any
other Indebtedness the outstanding principal amount of which is
$250,000 or more or of any loan agreement, mortgage, indenture or
other material agreement relating thereto, if the effect of such
default or breach is

-8-

<PAGE> 9

to cause, or to permit the holder or holders
of the indebtedness (or a trustee on behalf of such holder or
holders) to cause, that indebtedness to become or be declared due
prior to its stated maturity (upon the giving or receiving of
notice, lapse of time, both, or otherwise); provided, however,
that in the case of failure or default as described in (i) and
(ii) above with respect to the securities on the part of any
person, such default constitutes an Event of Default without
regard to amount; or

(d) bankruptcy, insolvency and similar events involving the Company,
Sunbelt, their respective subsidiaries, or partners of the
Company holding in excess of 51% of the Common Units; or

(e) except as otherwise agreed to by the Requisite Holders, any money
judgment, writ or warrant of attachment, or similar process
involving in any case an amount in excess of $350,000 not
adequately covered by insurance shall be entered or filed against
the Company or any of its material 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

(f) any order, judgment or decree shall be entered against the
Company or any of its material Subsidiaries, decreeing the
dissolution or split up of the company or that subsidiary and
such order shall remain undischarged or unstayed for a period in
excess of 30 days; or

(g) termination of any ERISA Pension Plan maintained by the company
or its ERISA affiliates resulting in a liability in excess of
$250,000; or withdrawal by the company or any of its ERISA
affiliates of a multi-employer pension plan if such withdrawal
results in an annual liability exceeding $100,000; or

(h) revocation by the Company of the Indenture and the Securities or
impairment of the security therefor; or

(i) the General Partner and the Special Managing Partner shall
cease to be the sole general partners of the Company or the
Company shall cease to be the Sunbelt Managing General Partner;
provided that the General Partner may transfer its general
partnership interest in the Company to a corporation or a limited
partnership formed and owned by the Company's senior management
if such transfer will not result in the loss of limited liability
for the Company's limited partners, cause the Company to be
treated as a corporation for federal income tax purposes or
result in adverse tax consequences to the Holders of Securities.

-9-

<PAGE> 10

promptly notify in writing the Trustee of any Event of Default which
has occurred and has continued uncured for a period of ten calendar days. Upon
receipt of such notification from the Company or if a Responsible Officer of
the Trustee has actual knowledge of the occurrence of an Event of Default that
has not been cured within ten calendar days, the Trustee shall promptly notify
the Holders and the Collateral Agent in writing of such Event of Default.

There are no provisions in the Indenture with respect to the withholding
of notice to the holders of the Securities of any Event of Default.

B. Authentication and Delivery of Indenture Securities; Application of Proceeds

The indenture provides that Securities bearing the manual or facsimile
signature of individuals who were at any time the appropriate officers of the
applicant shall bind the applicant, even if such individuals have ceased to hold
office prior to authentication and delivery of such securities or did not hold
such offices at the date of such securities. After execution and delivery of
the indenture, the applicant may deliver executed Securities to the Trustee for
authentication and delivery. The Trustee will authenticate and deliver such
Securities in accordance with the applicant's order only as set forth in the
Indenture. No Security will be entitled to any benefit under the Indenture or
will be valid or obligatory unless it bears a certificate of authentication in
the form provided for in the Indenture executed by the Trustee by manual
signature. Such certificate on any Security shall be the sole and conclusive
evidence that such Security has been duly authenticated and delivered.

At any time and from time to time after the execution and delivery of
the Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such indenture securities, and the Trustee in accordance with
such Company Order shall authenticate and deliver such Securities.

There are no provisions in the Indenture regarding the application of
proceeds. There will be no proceeds from the initial issuance of the Securities
because such Securities will be issued pursuant to a plan of reorganization
approved by the Bankruptcy Court in exchange for the claims of such holders
arising from ownership of certain securities of the debtors involved in the
bankruptcy proceeding.

Each Security shall be dated the date of its authentication.

C. Release and/or Substitution of Property

The release of any Collateral from the terms hereof and of the
Collateral Documents or the Intercreditor Agreement will not be deemed to impair
the security under the Indenture in contravention of the provisions thereof if
and to the extent the Collateral is released pursuant to the Collateral
Documents or the Intercreditor Agreement. The Trustee and each of the Holders
acknowledge that a release of Collateral in accordance with the terms of the
Collateral Documents will not be deemed for any purpose to be an impairment of
the security under the Indenture. Without limiting the foregoing, the release
of any of the Collateral consisting of (i) inventory sold

-10-
<PAGE> 11

to buyers in the ordinary course of business, (ii) cash used by the
Company in the ordinary course of business, or (iii) accounts receivable
collected, sold, exchanged, or otherwise disposed of in the ordinary course of
business, in each case in compliance with the terms of the Indenture and the
Collateral Documents, will not be deemed to impair the security under the
Indenture and will not require compliance with Trust Indenture Act Section
314(d).

Section 1204 provides that, subject to Section 1205, to the extent
applicable the Company shall comply with (a) Trust Indenture Act Section 314(b),
relating to Opinions of Counsel regarding the Lien of the Collateral Documents
and (b) Trust Indenture Act Section 314(d), relating to the release of
Collateral from the Lien of the Collateral Documents and Officers' Certificates
or other documents regarding fair value of the Collateral. Any certificates or
opinion required by Trust Indenture Act Section 314(d) may be made by an Officer
of the Company or any other obligor upon the Securities, as applicable, to the
extent permitted by Trust Indenture Act Section 314(d).

Section 1205 provides that notwithstanding anything contained in the
Indenture to the contrary, (a) the provisions of Section 1204 will not be
applicable to any release or withdrawal of Collateral as described in clauses
(i), (ii) and (ii) of Section 1203 (the "Ordinary Collateral") pursuant to the
terms of the Collateral Documents and (b) the fair value of Ordinary Collateral
released pursuant to Section 1205 need not be considered in determining whether
the aggregate fair value of Collateral and Ordinary Collateral released in any
calendar year exceeds the 10% threshold specified in Section 314(d)(1) of the
Trust Indenture Act; provided, that the Company's right to rely on Section 1205
will be conditioned upon the Company's delivering to the Trustee, within 30
calendar days following the end of each six-month period beginning on April 1
and October 1 of any year, an Officer's Certificate to the effect that all such
releases and withdrawals of Ordinary Collateral during such six-month period in
respect of which the provisions of Section 1204 were not complied with were to
make payments or investments in the ordinary course of the Company's business
not prohibited by the Indenture.

D. Satisfaction and Discharge

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and , upon such payment by any Paying Agent to
the Trustee, such Paying Agent and the Company shall be released from all
further liability with respect to such money.

E. Evidence of Compliance

Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee a Compliance Certificate stating that all conditions precedent, if
any, provided for in this Indenture (including any covenants the compliance
with which constitutes a condition precedent) relating to the proposed action
have been complied with and an Opinion of Counsel stating that in the opinion
of such counsel all such conditions precedent, if any, have been complied with,
except that, in the case of any such

-11-

<PAGE> 12

application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include: (a) a statement that
each individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto; (b) a brief statement as
to the nature and scope of the examination or investigation, if any, upon which
the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with and, in the case of any statement regarding compliance with
Section 415 of this Indenture or the calculation of CDSA or Excess Cash,
detailed computations in support of the statements made; and (d) a statement as
to whether, in the opinion of each such individual, such condition or covenant
has been complied with.

9. Other obligors. Give the name and complete mailing address of each person
other than the applicant, who is an obligor upon the indenture securities.

HMP, HH, and Sunbelt have guaranteed certain obligations of the Company
under the Indenture and have each executed a guarantee to such effect. The name
and address of each is as follows:

Huntway Managing Partner, L.P.
c/o Reprise Holding, Inc.
c/o Madison Dearborn Partners
Three First National Plaza, Suite 1330
Chicago, IL 60602

Huntway Holdings, L.P.
c/o Reprise Holding, Inc.
c/o Madison Dearborn Partners
Three First National Plaza, Suite 1330
Chicago, IL 60602

Sunbelt Refining Company, L.P.
c/o Huntway Partners, L.P.
25129 The Old Road
Newhall, CA 91381

The guarantees executed by HH and HMP are non recourse to the
respective guarantors except to the extent of HH's and HMP's general partner
interests which have been pledged to secure obligations under the guarantees.

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<PAGE> 13

10. Contents of application for qualification. This application for
qualification comprises:

(a) Pages numbered 1 to 14, consecutively.

(b) The statement of eligibility and qualification of the trustee
under the indenture to be qualified.

(c) The following exhibits in addition to those filed as part
of the statement of eligibility and qualification of the trustee:

Exhibit T3A1. Amended and Restated Agreement of Limited
Partnership of Huntway Partners, L.P. dated as of November 9, 1988
(incorporated by reference to Exhibit A to the Prospectus included
in the Registration Statement on Form S-1, filed September 26,
1988, Registration No. 33-24445)

Exhibit T3A2. Amendment of Agreement of Limited Partnership
of Huntway Partners, L.P. dated as of December 20, 1989
(incorporated by reference herein to Exhibit 3.3 of the Annual
Report on Form 10-K, filed March 30, 1990, Commission File No.
1-0091)

Exhibit T3B. Huntway Partners, L.P. Bylaws (incorporated by
reference herein to Exhibit 3.2 of the Registration Statement on
Form S-1, as amended by Amendment No. 2, filed November 2, 1988,
Registration No. 33-24445)

Exhibit T3C. Form of Indenture

Exhibit T3D. Not Applicable

Exhibit T3E1. Consent Solicitation and Disclosure Statement of
Huntway Partners, L.P. dated October 10, 1996 (incorporated by
reference to the Consent Solicitation and Disclosure Statement
filed with the Securities and Exchange Commission October 15, 1996
pursuant to Rule 14a-6 under the Securities Exchange Act of 1934,
Commission File No. 14-0091).

Exhibit T3F. Cross Reference Sheet

-13-

<PAGE> 14

Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Huntway Partners, L.P., a limited partnership organized and existing
under the laws of Delaware, has duly caused this application to be signed on its
behalf by the undersigned, thereunto duly authorized, and to be attested, all in
the City of Newhall, and State of California, on the 9th day of December, 1996.

SIGNATURE

By: /s/Warren J. Nelson
---------------------------------
Warren J. Nelson
Executive Vice-President

ATTEST:

By: /s/ Earl G. Fleisher
---------------------------------
Controller and Tax Manager

- 14 -

<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee
Pursuant to Section 305(b) (2) X
------------

--------------------------

FLEET NATIONAL BANK
(Exact name of trustee as specified in its charter)
if not a U.S. national bank)

06-0850628
(I.R.S. employer identification no.)

One Monarch Place, Springfield, Massachusetts 01102
(Address of trustee's principal executive offices) (Zip Code)

Not Applicable
(Name, address and telephone number of agent for service)

--------------------------

Huntway Partners, L.P.
(Exact name of obligor 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, #332
Newhall, CA 92381

(Address of principal executive offices) (Zip code)

12% Senior Secured Notes (Other) Due 2005
12% Senior Secured Notes (Sunbelt IDB) Due 2005

(Title of the indenture securities)
<PAGE> 2

Item 1.General Information

Furnish the following information as to the trustee:

(a) Name and Address of each examining or supervising authority to
which it is subject.

Comptroller of the Currency, Washington, D.C.

Board of Governors of the Federal Reserve System,
Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and have have been omitted
pursuant to General Instruction B.

Item 16. List of Exhibits.

List below all exhibits filed as part of this statement of eligibility
and qualification.

1.* A copy of the articles of association of the trustee as now in effect.
(See Exhibit 25B to Registration Statement No. 22-22241).

2.* A copy of the certificate of authority to the trustee to commence
business. (See Exhibit 25B to Registration Statement No. 22-22241).

3.* A copy of the authorization of the trustee to exercise corporate trust
powers. (See Exhibit 25B to Registration Statement No. 22-22241).

4.* A copy of the bylaws of the trustee as now in effect. (See Exhibit 25B
to Registration Statement No. 22-22241).

-2-
<PAGE> 3

5. Not applicable.

6. Consent of the trustee required by Section 321 (b) of the Trust Indenture
Act of 1939.

7.* A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority. (See Exhibit 25B to Registration Statement No. 22-22241).

- -----------------

* The Exhibits thus designated are incorporated herein by reference. Following
the description of such Exhibits is a reference to the copy of the Exhibit
heretofore filed with the Securities and Exchange Commission, to which there
have been no amendments or changes.

-3-

<PAGE> 4

NOTES

1. Inasmuch of this Form T-1 is filed prior to the ascertainment by the trustee
of all facts on which to base responsive answers to Item 2, the answers to said
Item are based on incomplete information.

2. Item 2 may, however, be considered as correct unless amended by an amendment
to this Form T-1.

-4-

<PAGE> 5

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
Fleet National Bank, a national banking association incorporated and existing
under the laws of the United States, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized all in the City of Boston, and Commonwealth of Massachusetts on the
5th day of November, 1996.

FLEET NATIONAL BANK

By: /s/ Susan Freedman
----------------------------
Name: Susan Freedman
Title: Vice President

-5-

<PAGE> 6

EXHIBIT 6
CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act
of 1939 in connection with the 12% Senior Secured Notes (Other) Due 2005 and
12% Secured Notes (Sunbelt IDB) Due 2005 of Health & Retirement Properties
Trust, Fleet National Bank, hereby consents that reports of examinations of
federal, state, territorial or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.

FLEET NATIONAL BANK

By: /s/ Susan Freedman
----------------------------
Name: Susan Freedman
Title: Vice President

Dated: November 5, 1996

<PAGE> 1
EXHIBIT TC3

HUNTWAY PARTNERS, L.P.,
as Issuer

FLEET NATIONAL BANK
as Trustee

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

AMENDED AND RESTATED COLLATERALIZED NOTE

INDENTURE

Dated as of __________, 1996

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

<PAGE> 2

TABLE OF CONTENTS*

PRELIMINARY STATEMENT........................................... 1

GRANTING CLAUSES................................................ 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...... 2

Section 101. Definitions....................................... 2

"Act"............................................. 2

"Affiliate"....................................... 2

"Aggregate Outstanding Amount".................... 3

"Authorized Officer".............................. 3

"Business Day".................................... 3

"Capital Lease,".................................. 3

"Cash Equivalents"................................ 3

"CDSA"............................................ 3

"Class"........................................... 4

"Closing Date".................................... 4

"Collateral Agent"................................ 4

"Collateral Documents"............................ 4

"Commission"...................................... 4

"Common Units".................................... 4

"Company"......................................... 4

- ---------------
* This table of contents shall not, for any purpose, be deemed to be a part of
this Indenture

<PAGE> 3

"Company Request" or "Company Order".......................... 4

"Compliance Certificate"...................................... 4

"Consolidated Capital Expenditures"........................... 4

"Consolidated Current Assets.................................. 5

"Consolidated Current Liabilities"............................ 5

"Consolidated EBITDA"......................................... 5

"Consolidated Interest Expense"............................... 5

"Consolidated Net Income"..................................... 5

"Consolidated Net Working Capital"............................ 6

"Consolidated Principal and Interest Payments"................ 6

"Contingent Obligation........................................ 6

"Corporate Trust Office"...................................... 6

"Deeds of Trust".............................................. 7

"Defaulted Interest".......................................... 7

"Depository Institution"...................................... 7

"Environmental Claim"......................................... 7

"Environmental Laws".......................................... 7

"ERISA"....................................................... 8

"ERISA Affiliate.............................................. 8

"Event of Default"............................................ 8

"Excess Cash"................................................. 8

"Facilities".................................................. 8

ii
<PAGE> 4

"FASB"................................................. 8

"GAAP"................................................. 8

"General Partner"...................................... 8

"Governmental Authorization"........................... 8

"Grant"................................................ 8

"Hazardous Materials".................................. 9

"Holder"............................................... 9

"Huntway General Partners"............................. 9

"Huntway Partnership Agreement"........................ 9

"IDB Letter of Credit"................................. 9

"Indebtedness,"........................................ 9

"Indenture"............................................ 10

"Intercreditor Agreement".............................. 10

"Interest Accrual Period".............................. 10

"Interest Payment Date"................................ 10

"Interest Rate"........................................ 10

"Junior Subordinated Debentures"....................... 10

"Junior Subordinated Debenture Indenture".............. 10

"Letter of Credit Agreement"........................... 10

"Lien"................................................. 10

"Material Adverse Effect".............................. 11

"Maturity,"............................................ 11

iii
<PAGE> 5

"Multiemployer Plan"....................................... 11

"Officers' Certificate".................................... 11

"Opinion of Counsel"....................................... 11

"Outstanding".............................................. 11

"Paying Agent"............................................. 12

"Pension Plan"............................................. 12

"Permitted Encumbrances"................................... 12

"Person"................................................... 13

"Potential Event of Default"............................... 13

"Predecessor Security"..................................... 13

"Proceeding"............................................... 14

"Redeemable Securities".................................... 14

"Redemption Date,"......................................... 14

"Redemption Price,"........................................ 14

"Regular Record Date,"..................................... 14

"Release".................................................. 14

"Replacement Letter of Credit Agreement"................... 14

"Reprise".................................................. 14

"Requisite Holders"........................................ 14

"Responsible Officer"...................................... 14

"Restricted Junior Payment"................................ 14

"Secondary Securities"..................................... 15

iv
<PAGE> 6
"Securities" ................................................ 15

"Security Register" and "Security Registrar" ................ 15

"Senior Notes" .............................................. 15

"Senior Notes (Other)" ...................................... 15

"Senior Notes (Sunbelt IDB)" ................................ 15

"Special General Partner" ................................... 15

"Special Record Date," ...................................... 15

"Stated Maturity," ......................................... 15

"Subsidiary" ................................................ 15

"Sunbelt" .................................................. 16

"Sunbelt Bonds" ............................................. 15

"Sunbelt General Partner" ................................... 16

"Sunbelt Managing General Partner" .......................... 16

"Sunbelt Partnership Agreement" ............................. 16

"Tax Exempt Bond Interest Rate" ............................. 16

"Termination Event" ......................................... 16

"Trust Estate" .............................................. 16

"Trust Indenture Act" ....................................... 16

"Trustee" ................................................... 16

"UCC" ...................................................... 17

Section 102. Compliance Certificates and Opinions ....................... 17

Section 103. Form of Documents Delivered to Trustee ...................... 17

<PAGE> 7
Section 104. Acts of Holders ........................................... 18

Section 105. Notices to Trustee and Company ............................. 18

Section 106. Notice to Holders; Waiver .................................. 19

Section 107. Conflict with Trust Indenture Act .......................... 19

Section 108. Effect of Headings and Table of Contents ................... 20

Section 109. Successors and Assigns ..................................... 20

Section 110. Separability Clause ........................................ 20

Section 111. Benefits of Indenture ...................................... 20

Section 112. Governing Laws ............................................. 20

Section 113. Legal Holidays ............................................. 20

Section 114. Amendment and Restatement ................................. 21

Section 115. Obligations Non-recourse ................................... 21

ARTICLE TWO

SECURITY FORMS ........................................ 21

Section 201. Forms Generally ............................................ 21

Section 202. Forms of Securities and Certificate of Authentication ...... 21

ARTICLE THREE

THE SECURITIES ........................................ 22

Section 301. Title and Terms ........................................... 22

Section 302. Denominations .............................................. 22

Section 303. Execution, Authentication, Delivery and Dating ............. 23

Section 304. Registration, Registration of Transfer and Exchange ........ 23

<PAGE> 8
Section 305. Mutilated, Destroyed, Lost and Stolen Securities ........... 24

Section 306. Persons Deemed Owners ...................................... 25

Section 307. Payment of Principal and Interest; Preservation
of Rights; Application of CDSA and Excess Cash ............ 25

Section 308. Cancellation ............................................... 30

Section 309. Computation of Interest .................................... 31

Section 310. Special Exchange Provision ................................ 31

ARTICLE FOUR

COVENANTS ............................................ 32

Section 401. Payment of Principal and Interest ......................... 32

Section 402. Maintenance of Office or Agency ............................ 32

Section 403. Money for Security Payments to be Held in Trust ........... 32

Section 404. Maintenance of Existence; Compliance with Laws ............ 33

Section 405. Payment of Taxes and Other Claims .......................... 34

Section 406. Limitation on Indebtedness ................................. 34

Section 407. Limitation on Restricted Junior Payments ................... 35

Section 408. Limitation on Restrictions Affecting Subsidiaries .......... 35

Section 409. Financial Statements and Other Reports ..................... 36

Section 410. Limitation on Liens ........................................ 39

Section 411. Restrictions on Acquisition of Subsidiaries ................ 40

Section 412. Inspection ................................................. 40

Section 413. Maintenance of Properties and Insurance .................... 40

Section 414. Transactions with Partners and Affiliates .................. 41

vii

<PAGE> 9
Section 415. Financial Covenants ........................................ 41

Section 416. Waiver of Stay, Extension or Usury Laws ..................... 41

Section 417. Limitation on Investments, Loans and Advances ............... 41

Section 418. Limitation on Consolidated Capital Expenditures ............. 42

Section 419. Fundamental Changes Only on Certain Terms ................... 42

Section 420. Contingent Obligations ..................................... 44

Section 421. Conduct of Business ......................................... 44

Section 422. Intentionally Omitted ....................................... 44

Section 423. Environmental Covenants ..................................... 45

Section 424. Amendments of Other Indentures .............................. 46

Section 425. Letter of Credit Agreement and Replacement
Letter of Credit Agreement .................................. 47

Section 426. Listing of Units ........................................... 47

ARTICLE FIVE

DEFAULTS AND REMEDIES ................................. 47

Section 501. Events of Default ........................................... 47

Section 502. Acceleration of Maturity; Rescission
and Annulment .............................................. 51

Section 503. Collection of Indebtedness and Suits for
Enforcement by Trustee ..................................... 52

Section 504. Trustee May File Proofs of Claim ........................... 53

Section 505. Trustee May Enforce Claims Without
Possession of Securities ................................... 54

Section 506. Application of Money Collected ............................. 54

Section 507. Limitation on Suits ......................................... 55

Section 508. Unconditional Right of Holders to Receive
Principal and Interest ..................................... 56

viii
<PAGE> 10
Section 509. Restoration of Rights and Remedies ......................... 56

Section 510. Rights and Remedies Cumulative .............................. 56

Section 511. Delay or Omission Not Waiver ................................ 57

Section 512. Control by Holders .......................................... 57

Section 513. Waiver of Past Defaults ..................................... 57

Section 514. Undertaking for Costs ....................................... 57

Section 515. Remedies ................................................... 58

Section 516. Sale of Trust Estate ........................................ 59

Section 517. Action on Securities ........................................ 59

ARTICLE SIX

THE TRUSTEE ............................................ 60

Section 601. Certain Duties and Responsibilities ......................... 60

Section 602. Notice of Defaults .......................................... 61

Section 603. Certain Rights of Trustee ................................... 61

Section 604. Not Responsible for Recitals or Issuance
of Securities ............................................... 62

Section 605. May Hold Securities ......................................... 63

Section 606. Money Held in Trust ......................................... 63

Section 607. Compensation and Reimbursement ............................. 63

Section 608. Eligibility; Disqualification .............................. 63

Section 609. Resignation and Removal; Appointment of Successor ........... 64

Section 610. Acceptance of Appointment by Successor ..................... 65

Section 611. Merger, Conversion, Consolidation or Succession
to Business ................................................ 65

<PAGE> 11
Section 612. Preferential Collection of Claims Against Company .......... 65

Section 613. Co-Trustees and Separate Trustee ............................ 66

Section 614. Representations and Warranties of the Trustee ............... 67

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE ................ 68

Section 701. Company to Furnish Trustee Names and
Addresses of Holders ........................................ 68

Section 702. Preservation of Information; Communications
to Holders .................................................. 68

Section 703. Reports by Trustee ......................................... 69

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES .............................. 70

Section 801. Supplemental Indentures without Consent of Holders .......... 70

Section 802. Supplemental Indentures with Consent of Holders ............. 71

Section 803. Execution of Supplemental Indentures ........................ 72

Section 804. Effect of Supplemental Indentures ........................... 72

Section 805. Conformity with Trust Indenture Act ......................... 73

Section 806. Reference in Securities to Supplemental Indentures .......... 73

ARTICLE NINE

REDEMPTION OF SECURITIES .............................. 73

Section 901. Right of Redemption ......................................... 73

Section 902. Applicability of Article ................................... 73

Section 903. Election to Redeem; Notice to Trustee ....................... 73

Section 904. Selection by Trustee of Securities to be Redeemed ........... 73

x
<PAGE> 12
Section 905. Notice of Redemption ....................................... 74

Section 906. Deposit of Redemption Price ................................ 75

Section 907. Securities Payable on Redemption Date ....................... 75

Section 908. Securities Redeemed in Part ................................ 75

ARTICLE TEN

SINKING FUNDS ......................................... 76

Section 1001. Mandatory Sinking Fund Payments ............................ 76

Section 1002. Redemption of Securities for Sinking Fund ................. 76

ARTICLE ELEVEN

HOLDERS' RELATIONS .................................... 76

Section 1101. Standard of Conduct ....................................... 76

Section 1102. Improper Payments .......................................... 77

ARTICLE TWELVE

COLLATERAL AND SECURITY AND INTERCREDITOR AGREEMENT.... 77

Section 1201. Collateral Documents ....................................... 77

Section 1202. Recording and Opinions ..................................... 78

Section 1203. Release of Collateral ...................................... 79

Section 1204. Certificates of the Company ................................ 79

Section 1205. Certificates Regarding Ordinary Collateral ................. 79

Section 1206. Conflicts .................................................. 79

SIGNATURES

EXHIBIT A Description of Trust Estate

EXHIBIT B Form of 12% Senior Secured Note (Sunbelt IDB) Due 2005

EXHIBIT C Form of 12% Senior Secured Note (Other) Due 2005

EXHIBIT D Security Documents

EXHIBIT E Guaranties

xi
<PAGE> 13
AMENDED AND RESTATED COLLATERALIZED NOTE INDENTURE (this "Indenture"),
dated as of _________, 1996 between Huntway Partners, L.P., a Delaware limited
partnership (the "Company"), and Fleet National Bank, as trustee (the
"Trustee").

PRELIMINARY STATEMENT

The Company has duly authorized the creation of an issue of its Senior
Notes (which include Senior Notes (Other) and Senior Notes (Sunbelt IDB)) of
substantially the tenor and amount hereinafter set forth, and to provide
therefor, the Company has duly authorized the execution and delivery of this
Indenture. All things necessary have been done to make the Securities (as
hereinafter defined), when executed by the Company and authenticated and
delivered hereunder and duly issued by the Company, the valid obligations of
the Company and to make this Indenture a valid agreement of the Company, in
accordance with their and its terms. All covenants and agreements made by the
Company herein are for the equal and proportionate benefit and security of the
Holders (as hereinafter defined) of Securities within the same Class (as
hereinafter defined). The Company is entering into this Indenture and the
Trustee is accepting the trusts created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.

The Trustee, the Collateral Agent, the Holders and Bankers Trust, as
issuer of letters of credit under the Letter of Credit Agreement have entered
into that certain Amended and Restated Intercreditor and Collateral Trust
Agreement dated as of __________________, 1996 (the "Intercreditor Agreement"),
setting forth their respective rights with regard to their claims against the
assets of the Company and of Sunbelt Refining Company, L.P.

GRANTING CLAUSE

The Company hereby Grants to the Collateral Agent, for the benefit and
security of the Holders, all of its right, title and interest in and to (a) the
real estate owned in fee simple by the Company described in Exhibit A hereto as
the Benicia Property, (b) the leasehold real estate interests of the Company
described in Exhibit A hereto as the Wilmington Property, (c) the leasehold
real estate interests of Sunbelt described in Exhibit A hereto as the Pinal
Property, (d) all personalty of the Company and of Sunbelt Refining Company,
L.P. described in Exhibit A hereto as Personal Property, including, without
limitation, the Company's Operating Agreements and the Southern Pacific
Licenses and Agreements of the Company described in such exhibit, and (e) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing
into cash or other property and the income thereon (the "Trust Estate"). Such
Grants are made, however, in trust, to secure the Securities within each Class
equally and ratably without prejudice, priority or distinction among Securities
within the same Class, and to secure, subject to the Intercreditor Agreement,
(i) the payment of all amounts due on the Securities in accordance with their
terms, (ii) the payment of all other sums payable under this

<PAGE> 14

Indenture, and (iii) compliance with the provisions of this Indenture, all as
provided in this Indenture and subject to the Intercreditor Agreement.

The Trustee acknowledges such Grant, accepts the trusts hereunder in
accordance with the provisions hereof and agrees to perform the duties herein
to the end that the interests of the Holders may be adequately and effectively
protected.

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

(c) except as otherwise expressly provided in this Indenture, all
accounting terms not otherwise defined herein shall have the meanings
assigned to them in conformity with GAAP; financial statements and other
information required to be delivered by the Company to the Trustee and
the Holders pursuant to this Indenture shall be prepared in accordance
with GAAP as in effect at the time of such preparation; calculations in
connection with the definitions, covenants and other provisions of this
Indenture, shall utilize accounting principles and policies in conformity
with those used to prepare the financial statements contained in the
Company's Annual Report on Form 10-K, for the year ended December 31,
1995; and

(d) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

Certain terms, used principally in Articles Three, Four and Six, are
defined in those Articles.

"Act" when used with respect to any Holder has the meaning specified in
Section 104(a).

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified

<PAGE> 15

Person. For the purposes of this definition, "control" when used with respect
to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Aggregate Outstanding Amount" means the aggregate principal amount of all
the Securities of a Class or all Classes as the case may be, Outstanding at the
date of determination.

"Authorized Officer" means, (i) with respect to the Company, any
president, vice president, secretary, treasurer, assistant vice president,
assistant secretary or assistant treasurer of the Company or any partner or
designated officer of the General Partner who is authorized to act for the
Company in matters relating to, and binding upon, the Company and (ii) with
respect to the Trustee or any other bank or trust company acting as trustee of
an express trust or as custodian, a Responsible Officer.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York, California or the
city in which the Corporate Trust Office is located are authorized or obligated
by law or executive order to close.

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

"Cash Equivalents" means (i) marketable direct obligations issued or
unconditionally guarantied by the United States Government or issued by an
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within six months from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within six months from the date of acquisition
thereof and, at the time of acquisition, having the highest rating obtainable
from either Standard & Poor's Corporation or Moody's Investors Service; (iii)
commercial paper maturing no more than 270 days from the date of creation
thereof and, at the time of acquisition, having a rating of at least A-2 or P-2
from either Standard & Poor's Corporation or Moody's Investors Services; and
(iv) time deposits, certificates of deposit (whether or not Eurodollar in
nature), bankers' acceptances, repurchase agreements, reverse repurchase
agreements, Eurodollar time deposits maturing within one year or similar
investments maturing within 12 months from the date of acquisition thereof
issued by Bankers Trust Company.

"CDSA" means Cash Available for Debt Service and Amortization, for a
specified period, which is calculated as the sum of (i) Consolidated Net
Income, (ii) to the extent Consolidated Net Income has been reduced thereby,
amortization expense, depreciation expense, and other non-cash expenses, (iii)
the decrease, if any, in Consolidated Net Working Capital on the final day
of such period from Consolidated Net Working Capital on the final day

<PAGE> 16

of the immediately preceding quarter or year, as the case may be, and (iv)
Consolidated Interest Expense, minus the sum of (a) non-cash items increasing
Consolidated Net Income, (b) Consolidated Principal and Interest Payments
during such period, (c) the increase, if any, in Consolidated Net Working
Capital on the final day of such period from Consolidated Net Working Capital
on the final day of the immediately preceding quarter or year, as the case may
be, and (d) Consolidated Capital Expenditures paid in cash during such year
(which shall in no event exceed the amount permitted for such year pursuant to
Section 418 for purposes of calculating CDSA), all as determined on a
consolidated basis for such period no later than 45 days after the end of each
of the first three quarters of each year, and no later than 90 days after the
end of each year, for the Company and its Subsidiaries in conformity with GAAP.

"Class" means all of the Securities having the same designation, E.G.,
Senior Notes (Other) or Senior Notes (Sunbelt IDB).

"Closing Date" means the date of the initial issuance of the Securities.

"Collateral Agent" means United States Trust Company of New York (or its
successor), the entity named in the Intercreditor Agreement as collateral agent
under this Indenture and the Letter of Credit Agreement.

"Collateral Documents" means each of the security agreements, mortgages and
other documents attached hereto as Exhibit D, each of the guaranties attached
hereto as Exhibit E and any other documents, instruments and agreements executed
by the Company or any of its Affiliates in favor of the Collateral Agent in
order to grant to the Collateral Agent a Lien on any real, personal or mixed
property as security for the obligations of the Company hereunder and under the
Securities shall also include any guarantees delivered by any of the Company's
Affiliates in connection therewith, and any and all financing statements and
amendments and continuation statements filed in connection therewith and any and
all filings and recordings and any other amendments thereto.

"Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act,
then the body performing such duties at such time.

"Common Units" means units representing a fractional part of the
partnership interests of the limited partners in the Huntway Partnership
Agreement.

"Company" means the Person named as the "Company" in the first paragraph
of this instrument, until a successor corporation or partnership shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor corporation or partnership.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by two Authorized Officers of the Company.

"Compliance Certificate" means a certificate executed by Authorized
Officers of the Company who are authorized to certify as to the matters
contained in such certificate.

"Consolidated Capital Expenditures" means, for any period, the aggregate
of all expenditures (whether paid in cash or accrued as liabilities and
including that portion of Capital Leases capitalized on the consolidated
balance sheet of the Company and its Subsidiaries, excluding (i) the interest
portion of Capitalized Leases to the extent not required to be capitalized and
(ii) expenditures made in connection with the replacement, substitution or

<PAGE> 17

restoration of assets to the extent financed (a) from insurance proceeds
received from third party insurers paid on account of the loss of or damage to
the assets being replaced or restored or (b) with awards of compensation
arising from the taking by eminent domain or condemnation of the assets being
replaced) by the Company and its Subsidiaries during the relevant period that,
in conformity with GAAP, should be included in the property, plant or equipment
reflected in the consolidated balance sheet of the Company and its
Subsidiaries.

"Consolidated Current Assets" means, as at any date of determination, the
total assets of the Company and its Subsidiaries on a consolidated basis which
may properly be classified as current assets in conformity with GAAP; provided
that inventory shall continue to be valued on a last-in first-out basis and
excluding non-current assets of Sunbelt which become current assets under GAAP
solely by reason of the Company's decision to sell Sunbelt or its assets.

"Consolidated Current Liabilities" means, as at any date of determination,
the total liabilities of the Company and its Subsidiaries on a consolidated
basis which may properly be classified as current liabilities in conformity
with GAAP, but in no event shall accrued interest be included in Consolidated
Current Liabilities except for current portions of Indebtedness evidenced by
Securities.

"Consolidated EBITDA" means, for any period, the sum (without duplication)
of (i) Consolidated Net Income, (ii) Consolidated Interest Expense, (iii)
provisions for taxes based on income, (iv) to the extent Consolidated Net
Income has been reduced thereby, amortization expense, depreciation expense and
other non-cash expenses, and (v) other non-cash items reducing Consolidated Net
Income less other non-cash items increasing Consolidated Net Income, all as
determined on a consolidated basis for Company and its Subsidiaries in
conformity with GAAP.

"Consolidated Interest Expense" means, for any period, interest expense
with respect to all outstanding Indebtedness of the Company and its
Subsidiaries for such period determined on a consolidated basis in conformity
with GAAP; provided that Consolidated Interest Expense shall not include (i)
letter of credit fees and commissions on letters of credit issued by Bankers
Trust Company (other than the letter of credit issued by Bankers Trust Company
to support the Sunbelt Bonds), (ii) amortization of original issue discount or
(iii) for purposes of Section 415, any interest not paid in cash.

"Consolidated Net Income" means, for any period, the net income (or loss)
determined in conformity with GAAP of the Company and its Subsidiaries on a
consolidated basis, consolidated in conformity with GAAP for such period taken
as a single accounting period; provided that there shall be excluded (i) the
income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of the Company or is merged into or consolidated with the Company or
any of its Subsidiaries or that Person's assets are acquired by the Company or
any of its Subsidiaries, (ii) the income (or loss) related to (x) any merger,
consolidation, liquidation, winding up or dissolving of the Company or any of
its Subsidiaries or (y) any

<PAGE> 18

conveyance, sale, lease, sub-lease, transfer or other disposition of all or any
substantial part of the Company's or any Subsidiary's business or rights
related thereto, property (whether leased or owned in fee) or fixed assets
outside the ordinary course of business and (iii) the income of any Subsidiary
of the Company to the extent that the declaration or payment of dividends or
similar distributions by that Subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary; and provided further, that letter of credit fees
and commissions on letters of credit issued by Bankers Trust Company (other
than the letter of credit issued by Bankers Trust Company to support the
Sunbelt Bonds) shall be treated as an operating expense in calculating
Consolidated Net Income.

"Consolidated Net Working Capital" means, as at any date of determination,
the excess of Consolidated Current Assets excluding cash and Cash Equivalents
over Consolidated Current Liabilities.

"Consolidated Principal and Interest Payments" means, for any period, the
total of all payments of principal and interest made in cash during such period
on the Securities.

"Contingent Obligation", as applied to any Person, means any direct or
indirect liability, contingent or otherwise, of that Person with respect to any
indebtedness, lease, dividend, letter of credit or other obligation of another
Person, including, without limitation, any such obligation directly or
indirectly guarantied, endorsed (otherwise than for collection or deposit in
the ordinary course of business), co-made or sold on a recourse basis by that
Person, or in respect of which that Person is otherwise directly or indirectly
liable, including, without limitation, any such obligation for which that
Person is in effect liable through any agreement (contingent or otherwise) 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 to maintain the solvency or any balance sheet item, level of
income or other financial condition of the obligor of such obligation, or to
make payment for any products, materials or supplies or for any transportation,
services or lease regardless of the non-delivery or non-furnishing thereof, or
to provide collateral to secure payment of such obligation, in any such case if
the purpose or intent of such agreement is to provide assurance that such
obligation 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. The amount of any
Contingent Obligation shall be equal to the amount of the obligation so
guarantied or otherwise supported.

"Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of execution of this Indenture is located at One
Federal Street, Boston, Massachusetts 02211, Attention: Corporate Trust
Administration.

<PAGE> 19

"Deeds of Trust" means the deeds of trust relating to the real estate
interests of the Company and Sunbelt that are described in Exhibit A hereto and
in which the Company and Sunbelt have granted to the Collateral Agent, on
behalf of the Trustee and the Holders, a security interest to secure the
obligations of the Company under this Indenture and the Securities.

"Defaulted Interest" has the meaning specified in Section 307(h).

"Depository Institution" means a depository institution as that term is
defined at 12 U.S.C. Section 461(b)(1)(A), as amended, or any successor
provision.

"Disclosure Statement" means the Consent Solicitation and Disclosure
Statement dated October 10, 1996 relating to the Plan.

"Effective Date" means the "Effective Date" as defined in the Plan.

"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 the Company, 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 the 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. Section 9601 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. Section 1801 et seq.), the Resource Conservation
and Recovery Act (42 U.S.C. Section 6901 et seq.), the Federal Water Pollution
Control Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C.
Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section
2601 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.
Section 136 et seq.), the Occupational Safety and Health Act (29 U.S.C. Section
651 et seq.) and the Emergency Planning and Community Right-to-Know Act (42
U.S.C. Section 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.

<PAGE> 20

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

"ERISA Affiliate," as applied to any Person, means (i) any corporation
that is, or was at any time, 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, or was at any time, 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, or was at any time, 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, or was at any time, a member.

"Event of Default" has the meaning specified in Section 501.

"Excess Cash" means an amount of cash equal to the excess, if any, of (i)
(x) the amount of cash and Cash Equivalents of the Company on December 31, 1996
minus (y) the amount of all unfunded commitments of the Company to incur
Consolidated Capital Expenditures described in and permitted under Section
418(a) (but all such Consolidated Capital Expenditures shall not exceed
$4,150,000) over (ii) $6,000,000.

"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 the Company or any
of its Subsidiaries or any of their respective predecessors or Affiliates.

"FASB" means Statements of the Financial Accounting Standards Board.

"GAAP" means generally accepted accounting principles in the United States
as in effect from time to time. Calculations in connection with definitions,
covenants and other provisions of this Indenture shall utilize accounting
principles and policies in conformity with those used to prepare the audited
financial statements of the Company and its Subsidiaries for the year ended
December 31, 1995.

"General Partner" means Huntway Managing Partner, L.P., a Delaware limited
partnership, and its permitted successors and assigns.

"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.

"Grant" means to grant, bargain, sell, warrant, alienate, remise, demise,
release, convey, assign, transfer, mortgage, pledge, create and grant a
security interest in and right of set-off against, deposit, set over and
confirm.

<PAGE> 21

"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.

"Holder" means a Person in whose name a Security is registered in the
Security Register.

"Huntway General Partners" means the General Partner, the Special General
Partner, and any other Person made a general partner pursuant to the terms of
the Huntway Partnership Agreement.

"Huntway Partnership Agreement" means the Amended and Restated Agreement
of Limited Partnership of Huntway Partners, L.P. dated as of November 9, 1988,
among the General Partner and each of the other partners named therein or bound
thereby, as amended through and including the date hereof and as further
amended or restated from time to time to the extent permitted under Section
419.

"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 Trust Company to the trustee under that certain Indenture of
Trust, dated August 1, 1988, pursuant to which the Sunbelt Bonds were issued.

"Indebtedness," without duplication, means (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,

<PAGE> 22

modification, deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (a) and (b) above.

"Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

"Intercreditor Agreement" has the meaning set forth in the Preliminary
Statement of this Indenture.

"Interest Accrual Period" means with respect to any Interest Payment Date,
the period commencing on the immediately preceding Interest Payment Date (or
commencing on January 1, 1996 in the case of the first Interest Payment Date)
and ending on the day immediately preceding such Interest Payment Date.

"Interest Drawing" means any drawing under the IDB Letter of Credit for
the purpose of paying interest coming due on the Sunbelt Bonds. If any drawing
under the IDB Letter of Credit is applied to the payment of both interest on
the Sunbelt 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 Sunbelt Bonds.

"Interest Payment Date" means March 31, June 30, September 30 or December
31, as the case may be, of each year commencing on the first such date to occur
after the initial issuance of Securities.

"Interest Rate" means the annual rate at which interest accrues on the
Securities, as specified in Section 301 and in the terms of the Senior Notes.

"Junior Subordinated Debentures" means the Company's 12% Junior
Subordinated Debentures Due 2005 issued and outstanding pursuant to the Junior
Subordinated Debenture Indenture.

"Junior Subordinated Debenture Indenture" means the Amended and Restated
Junior Subordinated Debenture Indenture of _________________, 1996 between the
Company and the trustee named therein, pursuant to which the Junior
Subordinated Debentures are issued, as such indenture may be amended,
supplemented or modified from time to time to the extent permitted by Section
424.

"Letter of Credit Agreement" means the Letter of Credit and Reimbursement
Agreement, dated June 22, 1993, between the Company, Sunbelt Refining Company,
L.P., and Bankers Trust Company, as amended by that certain First Amendment to
Letter of Credit and

<PAGE> 23

Reimbursement Agreement dated as of _____, 1996, and as such agreement may be
further amended from time to time.

"Lien" means any mortgage, pledge, hypothecation, assignment for security,
deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement), any Capital Lease having substantially the same
economic effect as any of the foregoing, and the filing of any financing
statement (other than notice filings not perfecting a security interest) under
the UCC or comparable law of any jurisdiction in respect of any of the
foregoing.

"Material Adverse Effect" means (i) a material adverse effect upon the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of the Company and its Subsidiaries taken as a whole or (ii) the
impairment of the ability of the Company to perform, or of the Trustee, the
Collateral Agent or the Holders to enforce the obligations represented by this
Indenture and the Securities.

"Maturity," when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether pursuant to Section 307, at the Stated Maturity
thereof or by declaration of acceleration, call for redemption or otherwise.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA which is maintained for employees of the Company or any
ERISA Affiliate of the Company.

"Officers' Certificate" means a certificate signed on behalf of the
Company by two Authorized Officers.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be reasonably acceptable to the Trustee.

"Outstanding" when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation; and

(b) Securities, or portions thereof, for whose redemption money in
the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities;

<PAGE> 24

provided that notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been
made; and

(c) Securities in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other
than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands the Securities are valid
obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee that (i) the pledgee has a right to so act with respect to such
Securities, (ii) the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor, and (iii) the
pledge is permitted hereunder.

"Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

"Pension Plan" means any employee plan which is subject to the provisions
of Title IV of ERISA and which is maintained for employees of the Company or
any ERISA Affiliate of the Company, other than a Multiemployer Plan.

"Permitted Encumbrances" 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,

<PAGE> 25

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 the Company 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 the Company 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;

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

(x) Liens arising from indebtedness permitted under Section 406(f).

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

"Plan" means the Plan of Reorganization in the chapter 11 case of the
Company confirmed by the Honorable _____, United States Bankruptcy Judge for
the United States Bankruptcy Court for the District of __________, in case no.
_____, by order entered ______, 1996, as such plan has been amended prior to
the Effective Date.

"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.

<PAGE> 26

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 305 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.

"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
Sunbelt 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 Sunbelt Bonds.

"Proceeding" means any suit in equity, action at law or other judicial or
administrative proceeding.

"Redeemable Securities" means any Securities that are by their terms or
otherwise required to be repurchased or redeemed prior to the Stated Maturity
of the Securities, or are repurchaseable or redeemable at the option of the
Company at any time prior to the Stated Maturity of the Securities.

"Redemption Date," when used with respect to any Securities to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

"Regular Record Date," for the interest payable on any Interest Payment
Date, means the March 1, June 1, September 1 or December 1 (whether or not a
Business Day), as the case may be, immediately preceding such Interest Payment
Date.

"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.

"Replacement Letter of Credit Agreement" has the meaning given to that
term in Section 425.

<PAGE> 27

"Reprise" means Reprise Holdings, Inc., a Texas corporation, or any
successor corporation, the sole general partner of the General Partner and the
sole general partner of the Special General Partner.

"Requisite Holders" means the Holders of in excess of two-thirds of the
Aggregate Outstanding Amount of Securities.

"Responsible Officer" when used with respect to the Trustee means any
officer assigned to the Corporate Trust Office and also means, with respect to
any particular corporate trust matter, any other officer of the Trustee to whom
such matter is referred because of his or her knowledge of and familiarity with
the particular subject.

"Restricted Junior Payment" means any distribution, direct or indirect,
whether in cash or other property on account of (i) the units of ownership in
the Company or any other partnership interest in the Company or dividend,
distribution or similar payment, redemption, purchase, retirement or other
acquisition for value, direct or indirect, of any units of ownership in the
Company or any other partnership interest in the Company, (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 the Company in order to retire, or to
obtain the surrender of, such securities.

"Secondary Securities" has the meaning set forth in Section 307.

"Securities" means the Senior Notes.

"Security Register" and "Security Registrar" have the meanings specified
in Section 304.

"Senior Notes" means the Senior Notes (Other) and the Senior Notes
(Sunbelt IDB).

"Senior Notes (Other)" means the Company's 12% Senior Secured Notes
(Other) Due 2005 issued and outstanding pursuant to this Indenture (including
any Secondary Securities, but excluding the Senior Notes (Sunbelt IDB)).

"Senior Notes (Sunbelt IDB)" means the Company's 12% Senior Secured Notes
(Sunbelt IDB) Due 2005 issued and outstanding pursuant to this Indenture.

"Special General Partner" means Huntway Holdings, L.P., a Delaware limited
partnership.

"Special Record Date," for the payment of any Defaulted Interest, means a
date fixed by the Trustee pursuant to Section 307.

<PAGE> 28

"Stated Maturity," when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security (disregarding any
mandatory redemption payments required by the terms of this Indenture) or such
installment of interest is due and payable (or accrued and added to principal,
as herein provided).

"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 partnership interests entitled to vote in the election of directors,
managers or trustees 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 the
Company, the Company and its Subsidiaries or other similar references shall
include Sunbelt unless otherwise excluded.

"Sunbelt" means Sunbelt Refining Company, L.P., a Delaware limited
partnership, the sole general partner of which is the Company.

"Sunbelt Bonds" means the $8,600,000 aggregate principal amount of
Variable/Fixed Rate Demand Industrial Development Revenue Bonds, Series 1988
(Sunbelt Refining Company, L.P. Project) issued pursuant to that certain
Indenture of Trust, dated as of August 1, 1988, between The Industrial
Development Authority of the County of Pinal and Dai-Ichi Kangyo Bank of
California.

"Sunbelt General Partner" means the Company, the Sunbelt Managing General
Partner and any other Person made a general partner pursuant to the terms of
the Sunbelt Partnership Agreement.

"Sunbelt Managing General Partner" means the general partner of Sunbelt
which (i) owns at least 51% of the profit participation percentages of Sunbelt,
and (ii) exercises management powers with respect to Sunbelt.

"Sunbelt Partnership Agreement" means that certain agreement of limited
partnership dated as of October 5, 1988 between the Sunbelt General Partner and
the limited partners named therein, as such agreement may be amended from time
to time to the extent permitted by Section 419, or otherwise with the consent
of the Requisite Holders, which consent in such other cases will not be
unreasonably withheld.

"Tax Exempt Bond Interest Rate" means the weighted average interest rate
or rates on the Sunbelt Bonds for the applicable Interest Accrual Period.

"Termination Event" means (i) a "Reportable Event" described in Section
4043 of ERISA and the regulations issued thereunder (other than a "Reportable
Event" not subject to the provisions for 30-day notice to the Pension Benefit
Guaranty Corporation under such regulations), or (ii) the withdrawal of the
Company or any of their ERISA Affiliates from a

<PAGE> 29

Pension Plan during a plan year in which it was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of
intent to terminate a Pension Plan or the treatment of a Pension Plan amendment
as a termination under Section 4041 of ERISA, or (iv) the institution of
proceedings to terminate a Pension Plan by the Pension Benefit Guaranty
Corporation, or (v) any other event or condition which would constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan.

"Trust Estate" has the meaning set forth in the Granting Clause of this
Indenture.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in
Section 805.

"Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument, until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean such successor Trustee.

"UCC" means the Uniform Commercial Code of the States of New York,
California or Arizona, as the context requires.

Section 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee a Compliance Certificate stating that all conditions precedent, if any,
provided for in this Indenture (including any covenants the compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include

(a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;

(b) a brief statement as to the nature and scope of the examination
or investigation, if any, upon which the statements or opinions contained
in such certificate or opinion are based;

<PAGE> 30

(c) a statement that, in the opinion of each such individual, he or
she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such
covenant or condition has been complied with and, in the case of any
statement regarding compliance with Section 415 of this Indenture or the
calculation of CDSA or Excess Cash, detailed computations in support of
the statements made; and

(d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

Section 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless the Authorized Officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which the certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Authorized Officer of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 104. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein or therein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments.

<PAGE> 31

Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient.

(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Security shall bind every future Holder of
the same Security or Holder of every Security issued upon the transfer thereof
or in exchange therefor or in lieu thereof, in respect of anything done,
suffered or omitted to be done by the Trustee, any Paying Agent or the Company
in reliance thereon, whether or not notation of such action is made upon such
Security.

Section 105. Notices to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

(a) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed, in
writing, to or with the Trustee at its Corporate Trust Office, Attention:
Office, Corporate Trust Administration (with a copy thereof to the
Company at the address specified in Section 105(b)), or at any other
address previously furnished in writing to the Company and each Holder by
the Trustee; or

(b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose (except as provided in Section 501(b)) hereunder if in
writing and mailed, first-class postage prepaid, to the Company addressed
to it at 25129 The Old Road, Suite 322, Newhall, California 91381,
Attention: Chief Financial Officer, or at any other address previously
furnished in writing to the Trustee by the Company.

Section 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Any notice

<PAGE> 32

when mailed to a Holder in the aforesaid manner shall be conclusively deemed to
have been received by such Holder whether or not actually received by such
Holder. Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason
of any other cause, it shall be impracticable to mail notice of any event as
required by any provision of this Indenture, then any method of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

Section 107. Conflict with Trust Indenture Act.

From such time as the Trust Indenture Act is applicable hereto, if any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.

Section 108. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

Section 110. Separability Clause.

In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person (other than the parties hereto and their successors
hereunder, any Paying Agent and the Holders) any benefit or any legal or
equitable right, remedy or claim under this Indenture.

<PAGE> 33

Section 112. Governing Laws.

This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

Section 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal payable in cash need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity; provided,
however, that interest shall accrue with respect to any such principal payment
(at the rate applicable to the Securities during the period of such extension
as herein provided) for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to the next succeeding
Business Day, and shall be payable on such next succeeding Business Day.

Section 114. Amendment and Restatement.

This Indenture amends, restates and supersedes in its entirety the
Collateralized Note Indenture dated as of June 22, 1993, as amended, between
the Company and the Trustee (then known as Shawmut Bank, N.A.). The Securities
issued hereunder represent a continuation of certain indebtedness outstanding
under such Collateralized Note Indenture.

Section 115. Obligations Non-recourse.

Except as may be otherwise agreed in writing, the Huntway General Partners
shall not be liable for the obligations of the Company under this Indenture and
the Securities.

ARTICLE TWO

SECURITY FORMS

Section 201. Forms Generally.

The Securities and the Trustee's certificate of authentication shall be in
substantially the forms set forth in this Article and attached hereto, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may, consistently herewith, be determined by the Authorized Officer
of the Company executing such Securities, as evidenced by his or her execution
of the Securities. Any portion of the text of any Security may be set forth on
the reverse thereof, with

<PAGE> 34

an appropriate reference thereto on the face of the Security. The definitive
Securities shall be printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner, all as
determined by the Authorized Officer of the Company executing such Securities,
as evidenced by his or her execution of such Securities.

Section 202. Forms of Securities and Certificate of Authentication.

The Senior Notes (Sunbelt IDB) and the Senior Notes (Other) shall be in
substantially the forms attached hereto as Exhibits B and C, respectively, and
the form of the Trustee's certificate of authentication shall be in the form
provided in such Exhibits, which are incorporated in, and made a part of, this
Indenture.

ARTICLE THREE

THE SECURITIES

Section 301. Title and Terms.

The aggregate original principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $23,500,000
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities (including Secondary
Securities) pursuant to Section 304, 305, 307, 806 or 908. Such aggregate
principal amount of Securities shall be divided among the Classes of notes
known as the Senior Notes (Sunbelt IDB) and the Senior Notes (Other) having
original principal amounts and Stated Maturities as follows:

<TABLE>
<CAPTION>
Original
Principal Stated
Designation Amount Maturity
------------- --------------- ------------------
<S> <C> <C>
Senior Notes
(Sunbelt IDB) $9,100,000.00 December 31, 2005

Senior Notes
(Other) $14,400,000.00 December 31, 2005

</TABLE>

The Interest Rate (prior to default) on the Senior Notes (Sunbelt IDB)
shall be equal to 12% per annum less the Tax Exempt Bond Interest Rate (as
supplied to the Trustee by the Company at least five Business Days prior to
each Interest Payment Date), but in no event less than 1.75% per annum. The
Interest Rate (prior to default) on the Senior Notes (Other) shall be equal to
12% per annum. The Interest Rate in effect with respect to the Securities is

<PAGE> 35

subject to increase as provided in Sections 503 and 515. The Securities shall
be redeemable as provided in Article Nine.

Section 302. Denominations.

The Securities shall be issuable in registered form in minimum
denominations (except for Secondary Securities) of $100,000 and integral
multiples of $100,000 in excess thereof and one or more Securities of each
Class in such denomination as may be necessary to represent the remainder of
the initial aggregate principal amount of the Securities of each Class. In
each case, such principal amounts shall be expressed in terms of the principal
amounts thereof at the Closing Date.

Section 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by an Authorized
Officer of the Company. The signature of such Authorized Officer on the
Securities may be manual or facsimile. Securities bearing the manual or
facsimile signature of any individual who at the time of execution of the
Securities was authorized to act on behalf of the Company in executing
instruments shall bind the Company, notwithstanding that such individual may
have ceased to be authorized to act in such capacity prior to the
authentication and delivery of such Securities or did not possess such
authorization at the date of such Securities.

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as
provided in this Indenture and not otherwise.

Each Security authenticated and delivered by the Trustee upon a Company
Order on the Closing Date shall be dated as of the Closing Date. All other
Securities that are authenticated after the Closing Date for any other purpose
under this Indenture shall be dated the date of their authentication.

No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of an Authorized Officer, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

Section 304. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated

<PAGE> 36

pursuant to Section 402 being herein sometimes referred to as the "Security
Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee is hereby initially appointed "Security
Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided. Upon any resignation or removal of the Security
Registrar, the Company shall promptly appoint a successor with the approval of
the Requisite Holders or, in the absence of such approval, assume the duties of
Security Registrar until a successor shall have been approved, and notify the
Holders of such action.

If a Person other than the Trustee is appointed by the Company as Security
Registrar, the Company will give the Trustee prompt written notice of the
appointment of such Security Registrar and of the location, and any change in
the location, of the Security Register, and the Trustee shall have the right to
inspect the Security Register at all reasonable times and to obtain copies
thereof and the Trustee shall have the right to rely upon a certificate
executed on behalf of the Security Registrar by an Authorized Officer thereof
as to the names, addresses, wiring instructions and taxpayer identification
numbers of the Holders of the Securities and the principal amounts and numbers
of such Securities.

Upon surrender for registration of transfer of any Security at the office
or agency of the Company designated pursuant to Section 402, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations, of a like aggregate principal amount.

At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer, or
for exchange or redemption shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or its attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration

<PAGE> 37

of transfer or exchange of Securities, other than exchanges pursuant to
Sections 806 or 908 not involving any transfer.

The Company shall not be required (a) to issue, register the transfer of
or exchange any Security during a period beginning at the opening of business
15 days before the mailing of a notice of redemption of the Securities selected
for redemption under Section 904 and ending at the close of business on the day
of such mailing, or (b) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
Securities being redeemed in part.

Section 305. Mutilated, Destroyed, Lost and Stolen Securities.

If (a) any mutilated Security is surrendered to the Trustee, or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon the Company's written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Security or in
lieu of any such destroyed, lost or stolen Security, a new Security of like
tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

Upon the issuance of any new Securities under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities of the same Class duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

<PAGE> 38

Section 306. Persons Deemed Owners.

Prior to, and at the time of, due presentment for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and (subject
to Section 307) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

Section 307. Payment of Principal and Interest; Preservation of Rights;
Application of CDSA and Excess Cash.

(a) The Securities of each Class shall accrue interest (prior to
default) during each Interest Accrual Period at the Interest Rate for
such Class specified in Section 301. Accrued interest on each Senior
Note (Other) during the period from January 1, 1996 to December 31, 1996
shall be paid through the issuance on December 31, 1996 of an additional
Senior Note (Other) with a principal amount equal to the accrued but
unpaid interest (such Securities as issued from time to time for accrued
but unpaid interest being referred to herein as "Secondary Securities").
Each issuance of Secondary Securities in lieu of the payment of interest
in cash on the Securities shall be made pro rata with respect to the
Outstanding Securities of such Class; provided, that the Company may at
its option pay cash in lieu of issuing Secondary Securities in any
denomination of less than $100 as selected by the Company. Any such
Secondary Securities shall be governed by this Indenture and shall be
identical in all respects to the Senior Notes (Other) initially issued
hereunder (except with respect to the issuance date and aggregate
principal amount). The issuance of Secondary Securities in accordance
with this Section 307 shall not relieve the Company of its obligations
under Section 401. To the extent lawful and enforceable, interest on
Defaulted Interest on and interest on the principal amount of Securities
of any Class of Securities shall accrue at the applicable Interest Rate,
as increased pursuant to Sections 503 and 515.

(b) Except as set forth below, interest accrued on each Security
(including interest on Secondary Securities) after December 31, 1996
shall be due and payable on each Interest Payment Date until payment in
full of such Security as follows:

(1) 66.67% of the interest that shall accrue during the first
calendar quarter of each year shall be due and payable in cash on
March 31 of such year.

(2) 66.67% of the interest that shall accrue during the second
calendar quarter of each year shall be due and payable in cash on
June 30 of such year.

(3) All interest that shall accrue during the third calendar
quarter of each year plus 33.33% of the interest that shall accrue
during the first calendar

<PAGE> 39

quarter of such year shall be due and payable in cash on September
30 of such year.

(4) All interest that shall accrue during the fourth calendar
quarter of each year, plus 33.33% of the interest that shall accrue
during the second calendar quarter of such year shall be due and
payable in cash on December 31 of such year.

The amount of interest that shall accrue during the first and second
quarter of each year but that is not payable until the second and third
quarter of each year shall not accrue interest, unless and until such
interest that shall have accrued during the first and second quarters of
each calendar year becomes Defaulted Interest.

(c) The principal of the Securities of each Class shall be payable
as follows unless the unpaid principal of such Securities becomes due and
payable at an earlier date by declaration of acceleration or in
accordance with this Section 307:

(1) The principal amount of the Senior Notes, shall be due and
payable in full on December 31, 2005, unless payment is required
before the date pursuant to Sections 307(d) or 307(e).

(2) In addition to the principal payments required by Section
307(c)(1) above, the principal amount of the Senior Notes shall be
payable annually in amounts contemplated by Sections 307(d) and
307(e) below.

(3) Upon the occurrence of either (i) a Principal Drawing
under the IDB Letter of Credit, (ii) an unreimbursed Interest
Drawing under the IDB Letter of Credit or (iii) an acceleration of
the obligations under the Letter of Credit Agreement pursuant to
Section 6.02 of the Letter of Credit Agreement, Senior Notes
(Other) shall be issued in exchange for Senior Notes (Sunbelt IDB)
pursuant to Section 310. The Company shall notify the Trustee in
writing upon the occurrence of any event described in the preceding
clause (iii).

(4) Except as set forth above with respect to payments on
Secondary Securities, all payments of principal on the Securities
of each Class made pursuant to this subsection shall be allocated
ratably in accordance with the outstanding principal amount of the
Securities without preference or priority within each Class of
Outstanding Securities.

(d) The Company shall apply 50% of CDSA for calendar year 1997 to
the payment of the Senior Notes as follows:

(1) Pursuant to Section 409(e), the Company shall deliver to
the Trustee and the Holders within 45 days after the end of each of
the first three

<PAGE> 40

quarters in each year (and within 90 days after the end of each
year) detailed calculations of the amount of CDSA for such calendar
quarter and for the period from the first day of the year to which
such calculation relates through the end of such calendar quarter.

(2) Within 45 days after the end of each calendar quarter (in
the case of the first three calendar quarters of 1997) and within
90 days after the end of each calendar quarter (in the case of the
fourth quarter of 1997), the Company shall deposit into the CDSA
Account an amount equal to the excess, if any, of (i) an amount
equal to 50% of cumulative CDSA from the beginning of 1997 through
the end of the such calendar quarter (the "Cumulative CDSA Amount")
over (ii) the amount in the CDSA Account on the end of such
calendar quarter. The "CDSA Account" shall be a bank account
maintained with the Collateral Agent that shall have limited
withdrawal rights as described below and shall be subject to a Lien
for the benefit of the Securities and the Letter of Credit
Agreement and included in the Trust Estate.

(3) If the amount in the CDSA Account on end of any calendar
quarter exceeds the Cumulative CDSA Amount for such calendar
quarter, the Company may request, as set forth below, that such
excess ("Excess CDSA") be released from the CDSA Account to the
Company. In order to obtain a release of Excess CDSA, the Company
shall furnish to the Collateral Agent, the Trustee, and the Holders
an Officers' Certificate setting forth the calculation of CDSA for
such quarter along with the CDSA calculations for each prior
quarter in such year, and calculating the Cumulative CDSA Amount.
If the Officers' Certificate indicates Excess CDSA, the Company may
request the return of the Excess CDSA and upon approval of the CDSA
calculations by the Requisite Holders, such amount shall be
released from the CDSA Account to the Company.

(4) After the calculation of the Cumulative CDSA Amount has
been made for the fourth calendar quarter in 1997 and the Company
has made any payments to the CDSA Account that may be required in
accordance with clause (2) of this Section 307(d), (i) the
Collateral Agent shall release to the Company the Excess CDSA, if
any, for such quarter upon the Company's written request and
compliance with clause (3) of this Section 307(d) and (ii) the
Collateral Agent shall apply the funds in the CDSA Account
(including any interest thereon) (but not to exceed the Cumulative
CDSA Amount for 1997) in the following priorities: first, to pay
accrued but unpaid interest (excluding Secondary Securities issued
to evidence such interest) on the Senior Notes, and second, an
amount equal to any excess shall be applied to pay unpaid principal
of the Senior Notes.

(5) Payments made with respect to interest on or toward the
Outstanding principal amount of the Senior Notes pursuant to this
subsection (d)

<PAGE> 41

shall be applied ratably in accordance with the outstanding
principal amount of the Securities without preference or priority
of any kind within each Class of Securities to reduce the amount of
interest due or the principal owed on all Securities within the
same Class.

(e) The Company shall apply the amount of Excess Cash on December
31, 1996, to the payment of the Senior Notes (and notify the Trustee
thereof) as follows:

(1) The Company shall, on or before January 15, 1997, apply
the amount of Excess Cash in the following priorities: first, to
pay accrued but unpaid interest (excluding Secondary Securities
issued to evidence such interest) on the Senior Notes ratably in
accordance with the outstanding principal amount of such
Outstanding Securities within each Class of Outstanding Securities;
and second, an amount equal to any excess shall be applied to pay
unpaid principal of the Senior Notes ratably in accordance with the
outstanding principal amount of such Outstanding Securities within
each Class of Outstanding Securities.

(2) Payments made with respect to interest on or toward the
Outstanding principal amount of the Senior Notes pursuant to this
subsection (e) shall be applied ratably in accordance with the
outstanding principal amount of the Securities without preference
or priority of any kind within each Class of Securities to reduce
the amount of interest due or the principal owed on all Securities
within the same Class.

(f) Except as set forth above with respect to payment by issuance of
Secondary Securities, interest and principal on each Security shall be
payable by wire transfer to a United States dollar account maintained by
the Holder of such Security at a Depository Institution in the United
States as reflected on the Security Register. Interest and principal on
each Security shall be paid by the Paying Agent from the amounts made
available therefor by the Company. In the case of the Maturity of a
Security, the Trustee, in the name and at the expense of the Company,
shall notify the Person entitled thereto at its address as it appears on
the Security Register that such Security is to be paid in full. Such
notice shall be mailed as soon as practicable, and in any event no later
than the tenth day prior to the Maturity of such Security and shall
specify the place where such Security may be presented and surrendered
for final payment. The Company, with the prior consent of the Trustee,
may, but shall not be obligated to, adopt any other method of payment
requested by a Holder.

(g) Subject to Section 307(a), the Holders as of the Regular Record
Date in respect of an Interest Payment Date shall be entitled to the
interest accrued and payable and principal payable, if any, on such
Interest Payment Date. Payments of principal (and interest, in cases
where the amount of interest which is being paid on a Class of Securities
is less than the amount of interest which has accrued) to such Holders
shall be made in the proportion that the unpaid principal balance of the
Securities registered in

<PAGE> 42

the name of each such Holder on such Regular Record Date bears to the
Aggregate Outstanding Amount of all Securities of such Class on such
Regular Record Date. Any such payments that are returned to the Paying
Agent shall be held for payment as herein provided at the office or
agency of the Company to be maintained as provided in Section 402.

(h) Any interest on any Security which is payable, but is not
punctually paid or duly provided for (including, without limitation,
provision by issuance of Secondary Securities), on any Interest Payment
Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the Regular Record Date by virtue of having been
such Holder; and such Defaulted Interest may, unless the Trustee shall
have made demand therefor as provided in the Securities and Section 503
hereof and fixed a Special Record Date for payment thereof, be paid by
the Company, at its election in each case, as provided in subsection (1)
or (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities (or their
respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the
date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money
when deposited is to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as provided in this
subsection. The Company shall be entitled to any interest earned
on the amounts so deposited. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such
Special Record Date. In the name and at the expense of the
Company, the Trustee shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder at its address
as it appears in the Security Register, not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Securities (or their respective
Predecessor Securities) are registered on such Special Record Date
and shall no longer be payable pursuant to the following subsection
(2).

<PAGE> 43

(2) The Company may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and
upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment
pursuant to this subsection, such payment shall be deemed
practicable by the Trustee.

The provisions of this Section 307(h) shall only become operative at such
time as this Indenture becomes subject to the requirements of the Trust
Indenture Act.

(i) All Secondary Securities permitted or required to be issued
under the terms of this Indenture in lieu of the cash payment of accrued
interest shall be issued and delivered to the Holders entitled thereto no
later than the Interest Payment Date on which such accrued interest is
due.

Section 308. Cancellation.

All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of as directed by a
Company Order.

Section 309. Computation of Interest.

Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months and the actual number of days which have elapsed.

Section 310. Special Exchange Provision.

Under the Letter of Credit Agreement, the Company has agreed that upon any
Principal Drawing under the IDB Letter of Credit, the Senior Notes (Sunbelt
IDB) shall thereupon be automatically exchanged for Senior Notes (Other) in the
principal amount of such drawing. The Holder of the Senior Notes (Sunbelt IDB)
may surrender to the Trustee the certificate representing the Senior Notes
(Sunbelt IDB) accompanied by a certificate of the Holder stating that an
Principal Drawing under the IDB Letter of Credit has occurred, and setting
forth the amount of such drawing, and the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the Holder, Senior Notes
(Other) in the amount of the drawing, and shall issue, authenticate and deliver
to the Holder a new certificate representing the principal amount of the Senior
Note (Sunbelt IDB) certificate not so exchanged.

<PAGE> 44

On or after any Principal Drawing under the IDB Letter of Credit if for
any reason Senior Notes (Sunbelt IDB) are not exchanged for Senior Notes
(Other) in accordance with the provisions of this Section, then from and after
the date of such Principal Drawing a principal amount of the Senior Notes
(Sunbelt IDB) equal to the amount drawn under the IDB Letter of Credit shall,
for all purposes, be deemed to be represented by a Senior Note (Other) in such
principal amount. The preceding sentence shall apply regardless of the reason
Senior Notes (Sunbelt IDB) are not exchanged for Senior Notes (Other),
including the failure of the Holder of the Senior Notes (Sunbelt IDB) to tender
such notes for exchange, or the failure of the Trustee to authenticate and
deliver Senior Notes (Other) in accordance with this Section. In addition,
upon the occurrence of an event of default under the Letter of Credit Agreement
and to the extent that the obligations under the Letter of Credit Agreement are
accelerated pursuant to Section 6.02 of the Letter of Credit Agreement, the
principal amount of the Senior Notes (Sunbelt IDB) shall be automatically
converted into Senior Notes (Other); provided that if after such acceleration,
the IDB Letter of Credit expires or terminates, the Senior Notes (Other) issued
in exchange for the principal amount of Senior Notes (Sunbelt IDB) (but
excluding any Senior Notes (Sunbelt IDB) Secondary Securities) shall be
cancelled to the extent of the undrawn amount under the IDB Letter of Credit.
For purposes of determining whether any Principal Drawing under the IDB Letter
of Credit or an Event of Default under the Letter Credit Agreement has
occurred, the Trustee may rely on a notice to such effect from the Holder or
Holders of the Senior Notes (Sunbelt IDB). The Holder or Holders delivering
such notice to the Trustee will deliver a copy of such notice to the Company.
However, the failure to deliver such notice to the Company shall not affect the
validity of the notice to the Trustee.

ARTICLE FOUR

COVENANTS

Section 401. Payment of Principal and Interest.

The Company will duly and punctually pay the principal of and interest on
the Securities in accordance with the terms of the Securities and this
Indenture.

Section 402. Maintenance of Office or Agency.

The Company will maintain an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities may be served. The office of the
Trustee at the Corporate Trust Office of the Trustee shall be such office or
agency of the Company.

<PAGE> 45

Section 403. Money for Security Payments to be Held in Trust.

If the Company shall at any time act as its own Paying Agent, it will, on
or before each due date of the principal of or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure to so
act. Such sum shall be maintained in one of the Company's Disbursing Accounts
(as defined in the Collateral Accounts Security Agreement of even date herewith
among the Company, Sunbelt, Bankers Trust Company and United States Trust
Company of New York).

If the Company is not the Paying Agent, the Company will, on or before
12:00 noon, Eastern time, on each due date of the principal of or interest on,
any Securities, deposit with a Paying Agent a sum in same day funds sufficient
to pay the principal or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of such action or any failure to so act.

The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:

(a) hold all sums held by it for the payment of the principal of or
interest on Securities in trust for the benefit of the persons entitled
thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;

(b) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities) in the making of any payment of
principal or interest; and

(c) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent and the Company shall be released from all further liability with
respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or interest on any
Security and remaining unclaimed for two years after such principal or interest
has become due and payable shall,

<PAGE> 46

subject to any applicable escheat laws, be paid to the Company, or (if then
held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in New York City, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

Section 404. Maintenance of Existence; Compliance with Laws.

The Company 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 the Company and its
Subsidiaries taken as a whole, provided that the foregoing provisions of this
Section 404 shall not prevent any transaction permitted by Section 419. The
Company 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 the Company and its Subsidiaries taken as a whole.

Section 405. Payment of Taxes and Other Claims.

(a) The Company 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.

(b) The Company 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).

<PAGE> 47

Section 406. Limitation on Indebtedness.

The Company 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:

(a) The Company may become and remain liable with respect to the
Letter of Credit Agreement;

(b) The Company may become and remain liable with respect to the
Junior Subordinated Debentures;

(d) The Company and its Subsidiaries may become and remain liable
with respect to intercompany loans and advances among the Company and its
wholly-owned Subsidiaries, between the Company and Sunbelt in an
aggregate amount not to exceed $100,000;

(e) The Company and its Subsidiaries may become and remain liable
with respect to additional letters of credit issued to support crude oil
purchases and exchanges; provided that the crude oil or other asset so
acquired shall be subject to a Lien for the benefit of the Securities and
shall be included in the Trust Estate; and provided further that each
such letter of credit shall state that the issuer of such letter of
credit has no Lien on any assets of the Company or its Subsidiaries
except for cash collateral, if any, relating to such letter of credit;

(f) The Company and its Subsidiaries may become and remain liable
with respect to hedging agreements relating to the price of crude oil in
an amount not to exceed $1,500,000;

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

(h) The Company may become liable with respect to Capitalized Leases
to the extent otherwise permitted hereunder;

(i) The Company may become and remain liable with respect to
Indebtedness in an aggregate principal amount not exceeding $4,150,000
the proceeds of which are used solely to pay for Consolidated Capital
Expenditures permitted under Section 418(a);

(j) On or after (i) the cancellation or expiration of all
commitments to issue, renew or extend letters of credit under the Letter
of Credit Agreement (other than with

<PAGE> 48

respect to the IDB Letter of Credit), (ii) the cancellation or
termination of all letters of credit issued under the Letter of Credit
Agreement (other than the IDB Letter of Credit) and (iii) the payment in
full of all amounts owed under or in respect of all letters of credit
issued under the Letter of Credit Agreement (other than the IDB Letter of
Credit), the Company may become and remain liable with respect to the
Replacement Letter of Credit Agreement;

(k) The Company may become and remain liable with respect to
unsecured Indebtedness in an aggregate principal amount not to exceed
$2,000,000; provided that all such Indebtedness is repaid in full by
December 31, 1996; and

(l) in addition to Indebtedness permitted by clauses (a) through (k)
above, the Company and its Subsidiaries may become and remain liable with
respect to Indebtedness in an amount not to exceed $500,000 in the
aggregate at any one time.

Section 407. Limitation on Restricted Junior Payments.

The Company and its Subsidiaries will not, directly or indirectly,
declare, order, pay, make or set apart any sum for any Restricted Junior
Payment prior to the payment in full of the principal of and interest on the
Senior Notes.

Section 408. Limitation on Restrictions Affecting Subsidiaries.

The Company 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 the Company or any Subsidiary
of the Company, (b) pay any Indebtedness owed to the Company or any other
Subsidiary of the Company, (c) make loans or advances to the Company or any
other Subsidiary of the Company or (d) transfer any of its property or assets
to the Company or any other Subsidiary of the Company.

Section 409. Financial Statements and Other Reports.

The Company will maintain a system of accounting established and
administered in accordance with past sound business practices to permit
preparation of financial statements in conformity with GAAP. The Company will
deliver to the Trustee and the Holders:

(a) as soon as practicable, and in any event within 30 days after
the end of each of the first two calendar months of each quarter (except
50 days in the case of January and 40 days in the case of February) in
each year, consolidated and consolidating balance sheets of the Company
and its Subsidiaries as at the end of such period and the related
consolidated (and, as to statements of income only, consolidating)
statements of income, cash flows and partners' equity of the Company and
its

<PAGE> 49

Subsidiaries for such month, setting forth in each case in comparative
form the consolidated figures for the corresponding periods of the
previous fiscal year, all in reasonable detail and certified by the chief
financial officer of the Company that they fairly present the financial
condition of the Company and its Subsidiaries as at the dates indicated
and the results of their operations for the periods indicated, subject to
changes resulting from audit and normal year-end adjustment; and within
10 days after the end of each calendar month in each year, a "flash
report" (substantially in the form presently prepared by the Company)
setting forth the number of barrels sold, revenues and gross margins for
such month;

(b) as soon as practicable, and in any event within 45 days after
the end of each of the first three quarters in each year, consolidated
and consolidating balance sheets of the Company and its Subsidiaries as
at the end of such period and the related consolidated (and, as to
statements of income only, consolidating) statements of income, cash
flows and partners' equity of the Company and its Subsidiaries for such
month and for the period from the beginning of the current fiscal year to
the end of such quarter, setting forth in each case in comparative form
the consolidated figures for the corresponding periods of the previous
fiscal year, all in reasonable detail and certified by the chief
financial officer of the Company that they fairly present the financial
condition of the Company and its Subsidiaries as at the dates indicated
and the results of their operations for the periods indicated, subject to
changes resulting from audit and normal year-end adjustment;

(c) as soon as practicable, and in any event within 90 days after
the end of each year, consolidated and consolidating balance sheets of
the Company and its Subsidiaries as at the end of such year and the
related consolidated (and, as to statements of income only,
consolidating) statements of income, cash flows and partners' equity of
the Company and its Subsidiaries for such year with a report thereon by
the independent public accountants of the Company, setting forth in each
case in comparative form the consolidated figures for the previous fiscal
year, all in reasonable detail and certified by the chief financial
officer of the Company that they fairly present the financial condition
of the Company and its Subsidiaries as at the dates indicated and the
results of their operations for the periods indicated;

(d) As soon as practicable, and in any event within 30 days after
the end of January and February of each year, preliminary consolidated
and consolidating balance sheets of the Company as at the end of such
period and the related preliminary consolidated and consolidating
statements of income of the Company and its subsidiaries for such month,
setting forth in each case in comparative form the consolidated figures
for the corresponding periods of the previous fiscal year;

(e) together with each delivery of financial statements of the
Company and its Subsidiaries pursuant to subsections (a), (b) and (c)
above, (i) an Officers' Certificate stating that the signers have
reviewed the terms of this Indenture and the Securities and

<PAGE> 50

have made, or caused to be made under their supervision, a review in
reasonable detail of the transactions and condition of the Company and
its Subsidiaries during the accounting period covered by such financial
statements and that such review has not disclosed the existence at the
end of such accounting period, and that the signers do not have knowledge
of the existence as at the date of the Officers' Certificate, of any
condition or event which constitutes an Event of Default or Potential
Event of Default, or, if any such condition or event existed or exists,
specifying the nature and period of existence thereof and what action the
Company has taken, is taking and proposes to take with respect thereto;
and (ii) a Compliance Certificate demonstrating in reasonable detail
compliance at the end of each applicable accounting period with the
restrictions contained in Section 415, and specifying the aggregate
amount of interest paid (in cash and in kind) or accrued by the Company
and its Subsidiaries, the sources of deposits into, and uses of
withdrawals from, the aggregate amount of depreciation and amortization
charged on the books of the Company and its Subsidiaries, and, if
applicable to such accounting period, the detailed calculation of CDSA
and the distribution of payments thereof to the priorities identified in
Section 307(d) or to the CDSA Account, for such accounting period and, if
applicable to such accounting period, detailed calculation of the amount
of Excess Cash to be distributed and the distribution of payments thereof
to the priorities identified in Section 307(e) for such accounting
period; provided that a Compliance Certificate need not be delivered with
delivery of financial statements of the Company and its Subsidiaries
pursuant to subsection (a) above;

(f) promptly upon receipt thereof, copies of all reports submitted
to the Company or its Subsidiaries by independent public accountants in
connection with each annual, interim or special audit of the financial
statements of the Company and its Subsidiaries made by such accountants,
including, without limitation, the management letter submitted by such
accountants in connection with their annual audit;

(g) promptly upon their becoming available, copies of all financial
statements, reports, notices and proxy statements, if any, sent or made
available generally by the Company to its security holders or by any
Subsidiary of the Company to its security holders other than the Company
or another Subsidiary, of all regular and periodic reports (including,
Forms 10-Q, 10-K and 8-K), all registration statements and prospectuses,
if any, and all other information and documents filed by the Company or
any of its Subsidiaries with any securities exchange or with the
Commission or any governmental authority succeeding to any of its
functions, and of all press releases and other statements made available
generally by the Company or any Subsidiary of the Company to the public
concerning material developments in the business of the Company and its
Subsidiaries;

(h) promptly upon any officer of the Company obtaining knowledge (i)
of any condition or event which constitutes an Event of Default or
Potential Event of Default, (ii) that any Person has given any notice to
the Company or any Subsidiary of the Company or taken any other action
with respect to a claimed default or event or

<PAGE> 51

condition of the type referred to in Section 501(d), (iii) of a material
adverse change in the business, operations, properties, assets, condition
(financial or otherwise) or prospects of the Company and its
Subsidiaries, taken as a whole, an Officers' Certificate specifying the
nature and period of existence of any such condition or event, or
specifying the notice given or action taken by such holder or Person and
the nature of such claimed default, Event of Default, Potential Event of
Default, or event or condition, and what action the Company or such
Subsidiary, as the case may be, has taken, is taking and proposes to take
with respect thereto, or (iv) that any holder of a Lien permitted by
Section 410(g) has given any notice to the Company or any Subsidiary of
the Company or taken any other action with respect to such Lien that
could result in the foreclosure or enforcement of such Lien against the
assets of the Company or any Subsidiary;

(i) promptly upon any officer of the Company obtaining knowledge of
(i) the institution of, or threat of, any action, suit, proceeding,
governmental investigation or arbitration against or materially and
adversely affecting the Company or any of its Subsidiaries or any
property of the Company or any of its Subsidiaries, which constitutes a
claim with a reasonable likelihood of success and which has not
previously been disclosed by the Company to the Holders, or (ii) any
material development in any such action, suit, proceeding, governmental
investigation or arbitration, which if adversely determined, might
materially and adversely affect the business, operations, properties,
assets or condition (financial or otherwise) of the Company and its
Subsidiaries, taken as a whole, the Company shall promptly given notice
thereof to the Holders and provide such other information as may be
reasonably available to the Company to enable the Holders and their
counsel to evaluate such matters;

(j) promptly upon becoming aware of the occurrence of any (i)
Termination Event, or (ii) "prohibited transaction," as such terms are
defined in Section 4975 of the Internal Revenue Code, in connection with
any Pension Plan or any trust created thereunder, a written notice
specifying the nature thereof, what action the Company has taken, is
taking or proposes to take with respect thereto and, when known, any
action taken or threatened by the Internal Revenue Service or the Pension
Benefit Guaranty Corporation with respect thereto;

(k) with reasonable promptness copies of (i) all notices received by
the Company or any of its ERISA Affiliates of the Pension Benefit
Guaranty Corporation's intent to terminate any Pension Plan or to have a
trustee appointed to administer any Pension Plan; (ii) each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) filed by
the Company or any of its ERISA Affiliates with the Internal Revenue
Service with respect to each Pension Plan; and (iii) all notices received
by the Company or any of its ERISA Affiliates from a Multiemployer Plan
sponsor concerning the imposition or amount of withdrawal liability
pursuant to Section 4202 of ERISA;

<PAGE> 52

(l) as soon as practicable, and in any event within 10 days after
the end of each month, a report setting forth a list of letters of credit
outstanding, the issue date, the expiration date, the beneficiary and the
use of each letter of credit outstanding as of such date;

(m) on or before November 1 of each year draft, and on or before
November 30 of each year final, projections for the Company for the next
year containing balance sheets, income statements and cash flow
statements for the year and for each month of the year;

(n) at least 30 days prior to the end of each quarter, a projected
statement of weekly cash flows for the next quarter; and

(o) with reasonable promptness, such other information and data with
respect to the Company or its Subsidiaries as from time to time may be
reasonably requested by the Trustee or the Holders.

Section 410. Limitation on Liens.

The Company 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:

(a) Permitted Encumbrances;

(b) Liens existing with respect to the Trust Estate and transferred
as security for the benefit of the Holders of the Securities hereunder;

(c) Liens on assets acquired with the proceeds of Indebtedness
permitted under Section 406(i) to secure the payment of such
Indebtedness;

(d) Liens securing obligations under the Letter of Credit Agreement;

(e) If the Company shall be permitted to become liable with respect
to the Replacement Letter of Credit Agreement, Liens or Replacement LOC
Collateral (as such term is defined in the Intercreditor Agreement);

(f) Liens on cash collateral in an aggregate amount not exceeding
$2,000,000 at any one time securing letters of credit permitted by
Section 406(e); and

(g) Liens which have previously been consented to by the Requisite
Holders.

<PAGE> 53

Neither the Company nor any of its Subsidiaries will enter into any
agreement prohibiting the creation or assumption of any Lien upon any of their
properties or assets, whether now owned or hereafter acquired, to secure
payment of the Securities.

Section 411. Restrictions on Acquisition of Subsidiaries.

The Company will not, nor will it permit any Subsidiary to, acquire or
form any Subsidiaries without the express prior written consent of the
Requisite Holders, which consent shall not be unreasonably withheld; provided
that in all cases the Holders shall obtain a Lien with respect to the stock and
assets of such Subsidiaries. Reference to "Subsidiaries" in this Indenture
shall not be applicable until any such Subsidiaries are formed.

Section 412. Inspection.

The Company will permit authorized representatives designated by any of
the Holders, at the expense of such Holder, to visit and inspect properties of
the Company 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 the
Company and at such reasonable times during normal business hours and as often
as may be reasonably requested.

Section 413. Maintenance of Properties and Insurance.

The Company 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 the Company may be necessary,
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times. The Company 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 or 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.

Section 414. Transactions with Partners and Affiliates.

The Company 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 the Company, or with an Affiliate of

<PAGE> 54

the Company or of any such holder, on terms that are less favorable to the
Company 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 (i) transactions
with a partner or its Affiliate pursuant to or permitted by the relevant
agreement of limited partnership; or (ii) any transaction between the Company
and any of its wholly-owned Subsidiaries or between any of the Company's
wholly-owned Subsidiaries or any transaction with a Person who holds Common
Units received under the Plan or the agreements executed in connection with the
Plan.

Section 415. Financial Covenants.

The Company will not permit Consolidated EBITDA as of the last day of each
quarter for the four consecutive quarter period ended on such day to be less
than $3,000,000.

Section 416. Waiver of Stay, Extension or Usury Laws.

The Company 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 the Company from paying all or
any portion of the principal of or interest on the Securities as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture; and (to the extent
that it may lawfully do so) the Company 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 the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

Section 417. Limitation on Investments, Loans and Advances.

The Company 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 $25,000 in the aggregate to all employees at any
time outstanding; and (c) hedging transactions relating to crude oil purchases
otherwise permitted hereunder.

Section 418. Limitation on Consolidated Capital Expenditures.

The Company will not, and will not permit any of its Subsidiaries to make,
in the aggregate, Consolidated Capital Expenditures, except:

<PAGE> 55

(a) Consolidated Capital Expenditures in an aggregate amount not in
excess of $4,150,000 used to build a 92,000 barrel asphalt tank located
in Benicia, California, to expand the storage capacity of two existing
asphalt storage tanks located in Benicia, California, by a combined
amount of approximately 19,000 barrels and to build three 3,500 barrel
polymer asphalt tanks and associated hardware located in Benicia,
California in 1996 and 1997; and

(b) other Consolidated Capital Expenditures in an amount not in
excess of $1,250,000 during each calendar year.

With respect to the capital expenditure limitations set forth above, the
Holders, in connection with their review of the information required by Section
409(m) will discuss with the Company any necessary increases to the permitted
level of capital expenditures as a result of presently unanticipated remedial
actions required by regulation or law.

Section 419. Fundamental Changes Only on Certain Terms.

The Company will not, and will not permit any of its Subsidiaries to, (i)
amend the Partnership Agreement or the Sunbelt Partnership Agreement other than
to add additional limited partners or general partners pursuant to the terms
thereof, alter the obligations of the Huntway General Partners under the
Partnership Agreement or the Sunbelt General Partner under the Sunbelt
Partnership Agreement, allow the General Partner or the Special General Partner
to withdraw from the Partnership Agreement or the related partnership or to
sell or otherwise transfer any of their partnership interests in the Company to
any Person such that they cease to be the sole Huntway General Partners, allow
Reprise to withdraw from either the General Partner partnership or the Special
General Partner partnership, add any Person as a general partner to the General
Partner partnership or the Special General Partner partnership or allow the
Company to withdraw from the Sunbelt partnership or to sell or otherwise
transfer any of its Sunbelt partnership interests to any Person such that the
Company ceases to be the Sunbelt Managing General Partner, or add any person as
a general partner such that the Company ceases to be the Sunbelt Managing
General Partner, without the express prior written consent of the Requisite
Holders of Securities; provided, however, that the Company or any of its
Subsidiaries may alter the existence of the limited partners of the Company in
accordance with the provisions of the Partnership Agreement and that Sunbelt
may alter the existence of the limited partners in accordance with the
provisions of Articles V and VI of the Sunbelt Partnership Agreement, or (ii)
enter into any transaction of merger or consolidation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease, sub-lease, transfer or otherwise dispose of, in one transaction or a
series of transactions, all or any substantial part of its business or rights
related thereto, property (whether leased or owned in fee) or fixed assets
outside of the ordinary course of business consistent with past practices,
whether now owned or hereafter acquired or acquire by purchase or otherwise all
or substantially all the business, property or fixed assets of, or stock or
other evidence of beneficial ownership of, any Person except:

<PAGE> 56

(a) the Company may transfer its Sunbelt partnership interests or
Sunbelt may transfer its interest in the underlying assets of Sunbelt if
it receives at least the fair market value of such transferred interests
or assets and the proceeds from such transfer are applied to the
Securities in the priorities set forth in Section 307(d) as if such
proceeds were CDSA;

(b) Subject to subsection (a) above, any Subsidiary of the Company
may be merged or consolidated with or into the Company or any of its
wholly-owned Subsidiaries, or be liquidated, wound up or dissolved, or
all or substantially all of its business, property or assets may be
conveyed, sold, leased, exchanged, transferred or otherwise disposed of,
in one transaction or a series of transactions, to the Company or any
wholly-owned Subsidiary of the Company; provided that, in the case of
such a merger or consolidation, the Company or such wholly-owned
Subsidiary shall be the continuing and surviving corporation;

(c) the Company and its Subsidiaries may sell or otherwise dispose
of any of their other assets outside of the ordinary course of business;
provided that (i) any such sale or other disposition is made for at least
the fair market value of such assets; (ii) the fair market value of
assets sold in any transaction or transactions otherwise permitted by
this subsection (c) shall not exceed $250,000 in the aggregate in any
calendar year (except as permitted in subsection (a) above);

(d) the Company may merge or be consolidated with or transfer
substantially all of its business, property and assets to a corporation;
provided that (i) such corporation has at the time of such merger,
consolidation or transfer no liabilities other than those transferred to
it by the Company, (ii) on or before such merger, consolidation or
transfer, such corporation shall assume all obligations of the Company
hereunder and under the Collateral Documents (as "Collateral Documents"
is defined in the Intercreditor Agreement) pursuant to an assumption
agreement in form and substance satisfactory to Requisite Holders and
(iii) on or before such merger, consolidation or transfer, the
definitions, covenants and other provisions of this Indenture (including,
without limitation, the definition of "Restricted Junior Payment" and
Sections 414, 426, 501(e), 501(f) and 501(l)) shall have been amended by
a supplemental indenture executed by Requisite Holders in accordance with
the provisions of Article 8 in order to provide the Holders with the same
scope and degree of protections hereunder after such merger,
consolidation or transfer that would exist hereunder had such merger,
consolidation or transfer not occurred; and

(e) acquisitions of assets or stock permitted by Section 414.

<PAGE> 57

Section 420. Contingent Obligations.

The Company 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 with respect to the Trust Estate, except:

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

(b) the Company and its Subsidiaries may become liable with respect
to Contingent Obligations in an aggregate amount not in excess of
$100,000 outstanding at any one time;

(c) the Company may remain liable with respect to that certain
Equipment Lease Guaranty executed by the Company in favor of GECC Leasing
in an amount not to exceed $860,000;

(d) the Company and its Subsidiaries may become and remain liable
with respect to additional letters of credit permitted under Section
406(e);

(e) the Company and its Subsidiaries may become and remain liable
with respect to hedging agreements relating to the price of crude oil in
an amount not to exceed $1,500,000;

(f) the Company may become and remain liable with respect to its
guarantee of letters of credit issued on behalf of Sunbelt under the
Letter of Credit Agreement and other obligations solely as a result of
the Company being the general partner of Sunbelt;

(g) obligations arising under the Letter of Credit Agreement; and

(h) if the Company shall be permitted under Section 406(j) to become
liable with respect to the Replacement Letter of Credit Agreement,
obligations arising under the Replacement Letter of Credit Agreement.

Section 421. Conduct of Business.

The Company will not, and will not permit any of its Subsidiaries to,
engage in any business other than the business engaged in by the Company and
its Subsidiaries on the Closing Date and substantially similar or related
businesses and any other businesses which in the aggregate are not material to
the Company and its Subsidiaries taken as a whole.

Section 422. Intentionally Omitted.

<PAGE> 58

Section 423. Environmental Covenants.

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

(b) The Company agrees that the Holders may, from time to time and in
their sole and absolute discretion (provided such action is approved by the
Requisite Holders), 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 the Company or adversely impacting the
value of any real property owned, operated or used by the Company, retain, at
the Company's expense, an independent professional consultant to review any
report relating to Hazardous Materials prepared by or for the Company and to
conduct its own investigation of any Facility currently owned, leased, operated
or used by the Company or any of its Subsidiaries, and the Company 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 the Company or any of its Subsidiaries. The Company hereby
grants to each Holder and its agents, employees, consultants and contractors,
the right to enter into or on the Facilities currently owned, leased, operated
or used by the Company 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 the Company and such Holder, 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 any Holder pursuant to this Section
423(b) will be obtained and shall be used by such Holder for the Holder's
internal business purposes, to monitor compliance with this Indenture and the
Securities and to protect the Holder's security interests created by this
Indenture. A copy of any such report shall be delivered to the Company with
the understanding that the Company acknowledges and agrees that (i) it will
indemnify and hold harmless each Holder from any costs, losses or liabilities
relating to the Company's use of or reliance on such report, (ii) no Holder
makes any representation or warranty with respect to such report, and (iii) by
delivering such report to the Company, the Holder is not requiring or
recommending the implementation of any suggestions or recommendations contained
in such report.

(c) The Company shall promptly advise the Holders in writing and in
reasonable detail of (i) 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, (ii) 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, (iii) any remedial action taken by the
Company or any other Person in response to (x) any Hazardous Materials on,
under or about any Facility, the

<PAGE> 59

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, (iv) the Company'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 (v) any written request for
information from any governmental agency relating to the Company's or any of
its Subsidiaries' potential responsibility for a Release of Hazardous
Materials.

(d) The Company shall promptly notify the Trustee and the Holders of (i)
any proposed acquisition of stock, assets, or property by the Company or any of
its Subsidiaries that could reasonably be expected to expose the Company 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 the Company or
any of its Subsidiaries and (ii) any proposed action to be taken by the Company
or any of its Subsidiaries to commence new and substantially different
manufacturing, industrial or other operations that could reasonably be expected
to subject the Company or any of its Subsidiaries to additional laws, rules or
regulations, including, without limitation, laws, rules and regulations
requiring additional environmental permits or licenses.

(e) The Company shall, at its own expense, provide copies of such
documents or information as the Trustee or a Holder may reasonably request in
relation to any matters disclosed pursuant to this Section 423.

(f) The Company 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 the Company or any of its Subsidiaries
undertakes any remedial action with respect to any Hazardous Materials on,
under or about any Facility, the Company 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, the Company'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 the Company or such Subsidiary.

Section 424. Amendments of Other Indentures.

The Company will not, without the consent of the Requisite Holders, amend
the Junior Subordinated Debenture Indenture if any such amendment would either
(i) amend or otherwise change the terms of the Indebtedness represented by such
indenture, or make any payment consistent with an amendment or change thereto,
if the effect of such amendment, change or payment is to increase the interest
rate on such Indebtedness, change the dates upon

<PAGE> 60

which payments of principal or interest are due thereon, change any event
default or condition to an event of default (such as the giving of notice or
expiration of applicable grace periods) with respect to such Indebtedness,
change the redemption provisions thereof, change the subordination provisions
thereof (or of any guaranty thereof) or which, together with all other
amendments or changes made, increase materially the obligations of the Company
or other obligor or confer additional rights on the holders of such
Indebtedness which would be adverse to the Company or the Holders; or (ii)
defease, or make any payments the effect of which is to defease (whether
pursuant to the defeasance provisions of such indenture or the terms of the
securities issued thereunder or otherwise), such Indebtedness in whole or in
part.

Section 425. Letter of Credit Agreement and Replacement Letter of Credit
Agreement.

Upon the expiration or termination of the commitment of Bankers Trust
Company to issue letters of credit under the Letter of Credit Agreement, the
Company shall enter into a new letter of credit facility (the "Replacement
Letter of Credit Agreement") providing for a commitment to issue letters of
credit used to support purchases of crude oil and to support hedging
obligations in an aggregate stated amount not to exceed $17,500,000 at any one
time for a period of not less than 12 months from the effective date thereof.
The Company will not, without the consent of the Requisite Holders, amend the
Letter of Credit Agreement or any Replacement Letter of Credit Agreement if any
such amendment would shorten the term of, or increase or decrease the amount of
credit under, the Letter of Credit Agreement or such Replacement Letter of
Credit Agreement.

Section 426. Listing of Units.

The Company will take all actions necessary, including obtaining the
approval of the outstanding Common Units, if necessary, to list the Common
Units issued to the Holders on the New York Stock Exchange, NASDAQ or any other
comparable securities exchange or market system on which the Common Units are
then listed or traded.

ARTICLE FIVE

DEFAULTS AND REMEDIES

Section 501. Events of Default.

"Event of Default," wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

<PAGE> 61

(a) default in the payment of (i) any interest on any Security when
it becomes due and payable, and continuance of such default for a period
of three days or (ii) the principal of any Security at its Maturity, in
each case including payments from CDSA and from Excess Cash; provided,
however, a default in the payment of principal or interest with respect
to a Security: (x) relating to a payment required to be made by issuance
of Secondary Securities in accordance with Section 307 shall constitute
an Event of Default for purposes of this Indenture to the extent that
such default arises from failure to issue such securities in the amount,
at the time and in the manner required by Sections 307(a) and 307(i); (y)
relating to a payment required to be made from CDSA shall constitute an
Event of Default for purposes of this Indenture if such payment is not
made on the date required notwithstanding the failure of the Company to
calculate CDSA for the relevant period; and (z) relating to a payment
required to be made from Excess Cash shall constitute an Event of Default
for purposes of this Indenture if such payment is not made on the date
required notwithstanding the failure of the Company to calculate Excess
Cash for the relevant date; or

(b) default in the performance, or breach, of any covenant,
obligation or agreement of the Company in this Indenture (other than a
covenant, a default in the performance of which or breach of which is
specifically dealt with elsewhere in this Section and except for a
default or breach under Sections 406, 407, 410, 417, 418, 419 or 420) and
such default or breach shall continue for a period of 15 days from the
earlier of (i) actual knowledge thereof by an Authorized Officer of the
Company, and (ii) written notice, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by at least the
Requisite Holders, specifying such default or breach and requiring it to
be remedied and stating that such notice is a "Notice of Default"
hereunder;

(c) default in the performance, or breach, of any covenant,
obligation or agreement of the Company in Sections 406, 407, 410, 417,
418, 419 or 420 of this Indenture or if any representation or warranty of
the Company made in this Indenture or in any certificate or other writing
delivered pursuant hereto or in connection herewith shall prove to be
incorrect when the same shall have been made;

(d) (i) failure of the Company or any of its Subsidiaries to pay or
any default in the payment of any principal or interest on any other
Indebtedness in the outstanding principal amount of $250,000 or more, or
in the payment of any Contingent Obligation the outstanding principal
amount of which is $250,000 or more in each case beyond any period of
grace provided; or (ii) breach or default with respect to any other term
of any evidence of any other Indebtedness the outstanding principal
amount of which is $250,000 or more or of any loan agreement, mortgage,
indenture or other material agreement relating thereto, if the effect of
such default or breach is to cause, or to permit the holder or holders of
that Indebtedness (or a trustee on behalf of such holder or holders) to
cause, that Indebtedness to become or be declared due prior to its stated
maturity (upon the giving or receiving of notice, lapse of time, both, or
otherwise);

<PAGE> 62

provided, however, that in the case of failure or default as described in
(i) and (ii) above with respect to the Securities on the part of any
Person, such default shall constitute an Event of Default hereunder
without regard to amount; or

(e) (i) a court having jurisdiction in the premises shall enter a
decree which has not been stayed or order for relief in respect of the
Company, Sunbelt or any of their respective Subsidiaries or partners of
the Company holding in excess of 51% of the units of ownership of the
Company (the "Units") (or partners of the Company holding a lesser
percentage of Units which together with the Units of other partners of
the Company which are subject to an order or have taken action described
in Section 501(f) 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 (ii) an involuntary case is instituted against the Company,
Sunbelt or any of their respective Subsidiaries or partners of the
Company holding in excess of 51% of the Units (or partners of the Company
holding a lesser percentage of Units which together with the Units of
other partners of the Company which are subject to an order or have taken
action described in Section 501(f) 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 the Company, Sunbelt or any of their respective Subsidiaries or
partners of the Company holding in excess of 51% of the Units (or
partners of the Company holding a lesser percentage of Units which
together with the Units of other partners of the Company which are
subject to an order or have taken action described in Section 501(f)
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 the Company, Sunbelt or
any of their respective Subsidiaries or partners of the Company holding
in excess of 51% of the Units (or partners of the Company holding a
lesser percentage of Units which together with the Units of other
partners of the Company which are subject to an order or have taken
action described in Section 501(f) 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 the Company, Sunbelt or any of their respective
Subsidiaries or partners of the Company holding in excess of 51% of the
Units (or partners of the Company holding a lesser percentage of Units
which together with the Units of other partners of the Company which are
subject to an order or have taken action described in Section 501(f)
exceeds 51% of the total Units) and the continuance of any such events in
clause (ii) for 30 days unless dismissed, bonded or discharged; or

(f) the Company, Sunbelt or any of their respective Subsidiaries or
partners of the Company holding in excess of 51% of the Units (or
partners of the Company holding a lesser percentage of Units which
together with the Units of other partners of the Company which are
subject to an order or have taken action described in this Section

<PAGE> 63

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 the Company, Sunbelt or any of their respective
Subsidiaries or partners of the Company holding in excess of 51% of the
Units (or partners of the Company holding a lesser percentage of Units
which together with the Units of other partners of the Company 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 the Company, Sunbelt or any of
their respective Subsidiaries or partners of the Company holding in
excess of 51% of the Units (or partners of the Company holding a lesser
percentage of Units which together with the Units of other partners of
the Company which are subject to an order or have taken action described
in this Section exceeds 51% of the total Units) or the admission by the
Company, Sunbelt or any of their respective Subsidiaries or partners of
the Company holding in excess of 51% of the Units (or partners of the
Company holding a lesser percentage of Units which together with the
Units of other partners of the Company 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 the Company, Sunbelt or any of their
respective material Subsidiaries (or any committee thereof) or partners
of the Company holding in excess of 51% of the Units (or partners of the
Company holding a lesser percentage of Units which together with the
Units of other partners of the Company 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

(g) except as otherwise agreed to by the Requisite Holders, any
money judgement, writ or warrant of attachment, or similar process
involving in any case an amount in excess of $350,000 not adequately
covered by insurance shall be entered or filed against the Company or any
of its material 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

(h) any order, judgment or decree shall be entered against the
Company or any of its material Subsidiaries, decreeing the dissolution or
split up of the Company or that Subsidiary and such order shall remain
undischarged or unstayed for a period in excess of 30 days; or

(i) any Pension Plan maintained by the Company 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

<PAGE> 64

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 the Company'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 the Company 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

(j) the Company 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

(k) this Indenture and the Securities shall be revoked by the
Company or shall cease to be in full force and effect or the protection
or security afforded the Holders in any portion of the Trust Estate is
thereby in any material respect impaired for any reason; or for any
reason the Holders shall fail to have a valid, perfected and enforceable
first priority security interest in (subject to the Liens permitted by
Section 410) the Company's or Sunbelt's right, title and interest in the
Trust Estate or, the Company shall contest in any manner that this
Indenture or the Securities constitute its valid and enforceable
agreements or the Company shall assert in any manner that it has no
further obligation or liability under such documents; or

(l) the General Partner and the Special General Partner shall cease
to be the sole general partners of the Company; or the Company shall
cease to be the Sunbelt Managing General Partner; provided that the
General Partner may transfer its general partnership interest in the
Company to a corporation or a limited partnership formed and owned by the
Company's senior management if such transfer will not result in the loss
of limited liability for the Company's limited partners, cause the
Company to be treated as a corporation for federal income tax purposes or
result in adverse tax consequences to the Holders of Securities.

Upon the occurrence of an Event of Default, the Company shall promptly notify
in writing the Trustee. Upon receipt of such notification from the Company or
if a Responsible Officer of the Trustee has actual knowledge of the occurrence
of an Event of Default, the Trustee shall promptly notify the Holders in
writing of the occurrence of such Event of Default. The Company shall promptly
notify in writing the Trustee of any Event of Default which has occurred and
has continued uncured for a period of ten calendar days. Upon receipt of such
notification from the Company or if a Responsible Officer of the Trustee has
actual knowledge

<PAGE> 65

of the occurrence of an Event of Default that has not been cured within ten
calendar days, the Trustee shall promptly notify the Holders and the Collateral
Agent in writing of such Event of Default.

Section 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default occurs and is continuing, then and in every such
case, subject to the Intercreditor Agreement, the Trustee or the Requisite
Holders may, and the Trustee, upon the request of the Requisite Holders, shall,
declare the principal of all the Securities to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by the
Holders) and, if the Letter of Credit Agreement is in effect, to Bankers Trust
Company (at One Bankers Trust Plaza, 130 Liberty Street, New York, New York
10006, Attention: Carl O. Roark) and to the trustee under the Junior
Subordinated Debenture Indenture (at [One State Street, New York, New York
10004, Attention: Corporate Trust Administration]) and upon any such
declaration such principal, together with interest accrued thereon, shall
become due and payable; provided that if an Event of Default specified in
subsections 501(e) or (f) occurs, then such principal, together with interest
accrued thereon, shall become immediately due and payable without any such
declaration or notice or any other action and references in this Indenture to
"declaration of acceleration" shall include such automatic acceleration.

At any time after such declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Requisite Holders, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if

(a) the Company has paid or deposited with the Trustee a sum
sufficient to pay

(1) all overdue interest on all Securities,

(2) the principal of any Securities which have become due
otherwise than by such declaration of acceleration and interest
thereon at the rate stipulated by Section 503 and 515,

(3) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate stipulated by Section
503 and 515, and

(4) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel;
and

<PAGE> 66

(b) all Events of Default, other than the nonpayment of interest on
or principal of Securities (which have become due solely by such
declaration of acceleration), have been cured or waived as provided in
Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if

(a) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for
a period of three days, or

(b) default is made in the payment of the principal of any Security
at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and interest, with interest upon the
overdue principal and upon overdue installments of interest, at the rate then
borne by the Securities plus 5% per annum; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
Proceeding for the collection of the sums so due and unpaid and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Securities, wherever
situated, and the Company shall reimburse and indemnify the Trustee for any
expenses incurred in connection with such Proceeding as provided in Section
607.

If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate Proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Trustee by this Indenture or by law.

<PAGE> 67

Section 504. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
Proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of principal and
interest owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel) and of the Holders allowed in such Proceeding, and

(b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

In any Proceedings brought by the Trustee (and also any Proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the
Holders of the Securities, and it shall not be necessary to make any Holders of
the Securities parties to any such Proceedings.

Section 505. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any Proceeding relating thereto, and
any such Proceeding instituted by the Trustee shall be brought in its own name
and as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,

<PAGE> 68

disbursements and advances of the Trustee, its agents and counsel, be applied
as set forth in Section 506.

Section 506. Application of Money Collected.

Subject to Article Eleven and the provisions of the Intercreditor
Agreement, any money collected by the Trustee pursuant to this Article or
turned over to the Trustee pursuant to Article Ten of the Junior Subordinated
Debenture Indenture shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal or interest, subject to Section 307, upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

FIRST: To the payment of all taxes, assessments or liens with
respect to the Trust Estate that are prior to the lien of this Indenture,
except those taxes, assessments or liens as to which any sale of the
Trust Estate shall have been subject, and to the payment of all costs and
expenses of sale of or other realization upon the Trust Estate pursuant
to the provisions of this Article, and all expenses, liabilities and
advances incurred or made by the Trustee, the Collateral Agent or their
agents, attorneys and counsel in connection with the sale or other
realization upon the Trust Estate or otherwise due to the Trustee
pursuant to Section 607;

SECOND: To the payment of amounts then due and unpaid on the
Outstanding Senior Notes for interest (excluding Secondary Securities
issued with respect thereto), pro rata, without preference or priority of
any kind, according to the amounts due and payable on the Senior Notes
with respect to interest;

THIRD: After application in accordance with clauses FIRST and SECOND
of this Section 506, any remaining funds shall be applied to pay any
unpaid principal of the Senior Notes, pro rata, without preference or
priority of any kind, according to the amounts due and payable on the
Senior Notes with respect to principal; and

FOURTH: The balance, if any, to the Person or Persons entitled
thereto.

Section 507. Limitation on Suits.

No Holder of any Securities shall have any right to institute any
Proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

(a) such Holder has previously given written notice to the Trustee
of a continuing Event of Default;

<PAGE> 69

(b) the Requisite Holders shall have made written request to the
Trustee to institute Proceedings in respect of such Event of Default in
its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

(d) the Trustee for 30 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
Proceeding; and

(e) no direction inconsistent with such written request has been
given to the Trustee during such 30-day period by the Requisite Holders;

it being understood and intended that no one or more Holders shall have any
right in any manner whatsoever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all the Holders
of Securities of the same Class.

In the event the Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Holders of Securities, each
representing less than the Requisite Holders, the Trustee in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provision of this Indenture. In such event, the Trustee shall give
notice of such conflicting or inconsistent requests to the Holders.

The requirements of this Section 507 shall only become operative at such
time as this Indenture becomes subject to the requirements of the Trust
Indenture Act.

Section 508. Unconditional Right of Holders to Receive Principal and
Interest.

Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right on the terms stated herein, which is absolute and
unconditional, to receive payment of the principal of and interest on such
Security on the respective Stated Maturities, subject to the provisions of
Section 501(a), expressed in such Security and this Indenture (or, in the case
of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

Section 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any Proceeding to enforce any
right or remedy under this Indenture and such Proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case the Company, the Trustee and the
Holders shall, subject to any determination in such

<PAGE> 70

Proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such Proceeding had been instituted.

Section 510. Rights and Remedies Cumulative.

Except as provided in Section 305, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy. The Company acknowledges and agrees that no
adequate remedy at law exists for breach of its obligations under Article Four.
In the event that the Company fails to comply with the terms of the provisions
set forth in said Article, the Requisite Holders shall have the right to obtain
specific performance of the Company's obligations pursuant to said Article.

Section 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
any acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 512. Control by Holders.

The Requisite Holders shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee (including directing the
Trustee to engage counsel of such Holders' choice at the direction of such
Holders), provided that

(a) such direction shall not be in conflict with any rule of law or
with this Indenture, and

(b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

Section 513. Waiver of Past Defaults.

Prior to the time a judgment or decree for payment of the money due has
been obtained by the Trustee as provided in this Article, the Requisite Holders
may on behalf of the

<PAGE> 71

Holders of all the Securities waive any past Event of Default hereunder and its
consequences, except an Event of Default

(a) in the payment of the principal of or interest on any Security,
excluding principal or interest which has become due as a result of
acceleration, or

(b) in respect of a covenant or provision hereof which under Article
Eight cannot be modified or amended without the consent of the Holder of
each Outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture and the Company, the Trustee and the Holders shall be
restored to their former positions and rights hereunder; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

Section 514. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by
its acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% of the Aggregate Outstanding Amount of Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of or interest on any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after any Redemption Date).

Section 515. Remedies.

(a) Subject to the terms of the Intercreditor Agreement, if an Event of
Default shall have occurred and be continuing, and the Securities have been
declared due and payable and such declaration and its consequences have not
been rescinded and annulled, the Trustee or the Collateral Agent may do one or
more of the following:

(i) institute Proceedings for the collection of all amounts then
payable on the Securities or under this Indenture, whether by declaration
or otherwise, enforce any judgment obtained, and collect from the Trust
Estate monies adjudged due;

<PAGE> 72

(ii) sell all or a portion of the Trust Estate or rights or
interests therein, at one or more public or private sales called and
conducted in any manner permitted by law and in accordance with Section
516;

(iii) institute Proceedings from time to time for the complete or
partial foreclosure of the Lien of this Indenture with respect to the
Trust Estate;

(iv) exercise any remedies of a secured party under the UCC and,
subject to the UCC, take any other appropriate action to protect and
enforce the rights and remedies of the Trustee or the Holders of the
Securities hereunder; or

(v) exercise any remedies available to it under the Deeds of Trust;

provided, however, that the Collateral Agent may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless either (i) the
Requisite Holders consent thereto, or (ii) the Trustee determines that the
proceeds of such sale or liquidation distributable to the Holders are
sufficient to discharge in full the amounts then due and unpaid upon the
Securities for principal and interest and the amounts due and payable pursuant
to clause FIRST of Section 506 and the Requisite Holders agree with such
determination.

(b) If an Event of Default as described in Section 501(b) or (c) hereof
shall have occurred and be continuing, the Trustee may, and at the request of
the Requisite Holders shall, institute a Proceeding solely to compel
performance of the covenant or agreement or to cure the representation or
warranty, the breach of which gave rise to the Event of Default under such
Section; the Trustee may enforce any equitable decree or order arising from
such Proceeding.

(c) Upon the occurrence and during the continuance of an Event of Default,
the interest rate payable with respect to the outstanding principal amount of
the Securities (including Secondary Securities), and interest payments thereon
not paid when due, shall be increased to a rate which is 5% per annum in excess
of the rate of interest otherwise payable with respect to such Securities.

Section 516. Sale of Trust Estate.

(a) The power to effect any sale of any portion of the Trust Estate
pursuant to Section 515 (a "Sale") shall not be exhausted by any one or more
Sales as to any portion of such Trust Estate remaining unsold but shall
continue unimpaired until the entire Trust Estate shall have been sold or all
amounts payable on the Securities and any other amounts due under this
Indenture with respect thereto shall have been paid. The Trustee or the
Collateral Agent may from time to time postpone any Sale by public announcement
made at the time and place of such Sale.

<PAGE> 73

(b) The Trustee may bid for and acquire any portion of the Trust Estate in
connection with a Sale thereof, and may pay all or part of the purchase price
by crediting against amounts owing on the Securities or other amounts secured
by this Indenture, all or part of the net proceeds of such Sale after deducting
the costs, charges and expenses incurred by the Trustee in connection with such
Sale notwithstanding the provisions of Section 607. The Securities need not be
produced in order to complete any such Sale, or in order for the net proceeds
of such Sale to be credited against amounts owing on the Securities. The
Trustee shall hold, lease, operate, manage or otherwise deal with any property
so acquired in accordance with this Indenture in any manner permitted by law.

(c) The Collateral Agent and, if necessary, the Trustee shall execute and
deliver an appropriate instrument of conveyance transferring its interest in
any portion of the Trust Estate in connection with a Sale thereof. In
addition, the Collateral Agent is hereby irrevocably appointed the agent and
attorney-in-fact for the Company and its Subsidiaries to transfer and convey
its interest in any portion of the Trust Estate in connection with a Sale
thereof, and to take all action necessary to effect such Sale. No purchaser or
transferee at such a Sale shall be bound to ascertain the Trustee's authority,
inquire into the satisfaction of any conditions precedent or see to the
application of any monies.

Section 517. Action on Securities.

The Trustee's right to seek and recover judgment on the Securities or
under this Indenture shall not be affected by the seeking or obtaining of or
application for any other relief under or with respect to this Indenture.
Neither the Lien of this Indenture nor any rights or remedies of the Trustee or
the Holders shall be impaired by the recovery of any judgment by the Trustee
against the Company or by the levy of any execution under such judgment upon
any portion of the Trust Estate or upon any of the assets of the Company.

ARTICLE SIX

THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

The Trustee, for itself and its successors, hereby accepts the trusts
created by this Indenture upon the terms and conditions set forth herein,
including the terms and conditions set forth in this Section 601.

(a) Except during the continuance of an Event of Default,

(1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the
Trustee; and

<PAGE> 74

(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Indenture except as otherwise provided in clause (e) hereof.

(b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

(c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

(1) this subsection (c) shall not be construed to limit the effect
of subsection (a) of this Section;

(2) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the
direction of the Requisite Holders (or such lesser percentage as may be
herein specified with respect thereto) relating to the time, method and
place of conducting any Proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture and the Trustee shall act in accordance with the
instructions of the Requisite Holders; and

(4) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

<PAGE> 75

(e) The Trustee shall have no duty, responsibility or obligation to
review, determine or evaluate the contents of any financial statements or other
report submitted to it pursuant to Section 409.

Section 602. Notice of Defaults.

Within five Business Days after the occurrence of any Event of Default
hereunder, the Trustee shall transmit by mail to all Holders, as their names
and addresses appear in the Security Register, notice of such default actually
known to a Responsible Officer of the Trustee, unless such default shall have
been cured or waived. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would
become, an Event of Default.

Section 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties or, in the case of cables,
telecopies and telexes, to have been sent by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order;

(c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officers' Certificate;

(d) the Trustee may consult with independent counsel, accountants or
other experts in connection with the fulfillment of its duties hereunder,
and the Trustee shall be entitled to rely on the written opinion of such
counsel, accountants or other experts in connection with any action
taken, omitted to be taken or suffered by the Trustee in fulfilling its
duties hereunder. The Trustee shall have the right at any time to seek
instructions concerning the administration of this Indenture from any
court of competent jurisdiction;

(e) the Trustee shall be under no obligation to take any action or
omit to take any action to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless the Trustee shall have been provided
adequate security and indemnity against the costs, expenses and

<PAGE> 76

liabilities which might be incurred by it in compliance with such request
or direction, including such reasonable advances as may be requested by
the Trustee;

(f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney-in-fact; and

(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys-in-fact and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney-in-fact
appointed with due care by it hereunder.

Section 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication in the form set forth in Exhibits B and C to this
Indenture, shall be taken as the statements of the Company, and the Trustee
shall not be responsible in any manner whatsoever for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the
use or application by the Company of any Securities or the proceeds thereof.

Section 605. May Hold Securities.

The Trustee, any Paying Agent, Security Registrar or any other agent of
the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, and, subject to Sections 608 and 612, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.

Section 606. Money Held in Trust.

Except as otherwise expressly provided herein, money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder.

<PAGE> 77

Section 607. Compensation and Reimbursement.

The Company agrees

(a) to pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents, attorneys-in-fact and counsel), except
any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and

(c) to indemnify the Trustee (in its individual capacity and as
Trustee) and each of its officers, directors, attorneys-in-fact and
agents for, and to hold each of such Persons harmless against, any loss,
liability or expense incurred without negligence or bad faith on such
Person's part, arising out of or in connection with the acceptance or
administration of this Indenture, including the costs and expenses of
defending itself against any claim or liability in connection with the
exercise or performance of any of the Trustee's powers or duties
hereunder (if incurred without gross negligence or bad faith).

Section 608. Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirements
of Section 310(a)(1) of the Trust Indenture Act. The Trustee shall have a
combined capital and surplus of at least $500,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with
Section 310(b) of the Trust Indenture Act.

Section 609. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 610.

(b) The Trustee may resign at any time by giving written notice thereof to
the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 45 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

<PAGE> 78

(c) The Trustee may be removed at any time by an Act of the Requisite
Holders, delivered to the Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 608 after written
request therefor by the Company or by any Holder, or

(2) the Trustee shall cease to be eligible under Section 608 and
shall fail to resign after written request therefor by the Company or by
any such Holder, or

(3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property of affairs for the purpose or
rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Company Order may remove the Trustee,
or (ii) subject to Section 514, any Holder may, on behalf of itself and all
other similarly situated Holders, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Company Order, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of
the Requisite Holders delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders of the Securities and accepted appointment in the
manner hereinafter provided, any Holder may, subject to Section 514, on behalf
of itself and all other similarly situated Holders, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

(f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to the Holders of
Securities as their names and addresses appear in the Security Register. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

Section 610. Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such

<PAGE> 79

successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder. Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

Section 611. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided, however, that such successor
corporation shall give written notice to the Company, in the manner provided
for in Section 105(b), that it is the successor by merger, conversion or
consolidation, as the case may be, to the Trustee, such notice to specify the
new name and address, if applicable, of such successor corporation. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

Section 612. Preferential Collection of Claims Against Company.

From such time as the Trust Indenture Act is applicable hereto (i) the
Trustee shall be subject to Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act, and (ii) a Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act.

Section 613. Co-Trustees and Separate Trustee.

At any time or times, (i) for the purpose of meeting the legal
requirements of any jurisdiction in which any part of a Trust Estate may at the
time be located, or (ii) if the Trustee deems it to be necessary to protect the
interests of the Holders of the Securities, the Company and the Trustee shall
have power to appoint, and upon the written request of the Trustee or of the
Holders of Securities representing at least 25% of the Aggregate Outstanding
Amount of Securities of either Class, the Company shall for such purpose join
with the Trustee in the

<PAGE> 80

execution, delivery and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons (who shall not be Holders) approved
by the Trustee either to act as co-trustee, jointly with the Trustee, of all or
any part of the Trust Estate, or to act as separate trustee of any such
property, in either case with such powers as may be provided in the instrument
of appointment which shall expressly designate the property affected and the
capacity of the appointee as either a co-trustee or separate trustee, and to
vest in such Person or Persons in the capacity aforesaid, any property, title,
right or power deemed necessary or desirable, subject to the other provisions
of this Section. If the Company does not join in such appointment within 15
days after the receipt by it of a request so to do, or in case an Event of
Default has occurred and is continuing, the Trustee alone shall have power to
make such appointment.

Should any written instrument from the Company be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Company.

Every co-trustee or separate trustee shall, to the extent permitted by
law, but only to such extent, be appointed subject to the following terms:

(a) the Securities shall be authenticated and delivered and all
rights, powers, duties and obligations hereunder in respect of the
custody of cash held by, or required to be deposited or pledged with, the
Trustee hereunder, shall be exercised solely by the Trustee, and all
rights, powers, duties and obligations hereunder in respect of the
custody of securities and other personal property held by, or required to
be deposited or pledged with, the Collateral Agent hereunder, shall be
exercised solely by the Collateral Agent;

(b) the rights, powers, duties and obligations hereby conferred or
imposed upon the Trustee in respect of any property covered by the
appointment of a co-trustee or separate trustee shall be conferred or
imposed upon and exercised or performed by the Trustee or by the Trustee
and such co-trustee or separate trustee jointly, as shall be provided in
the instrument appointing such co-trustee or separate trustee, except to
the extent that under any law of any jurisdiction in which any particular
act is to be performed, the Trustee shall be incompetent or unqualified
to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or
separate trustee;

(c) the Trustee at any time, by an instrument in writing executed by
it, with the concurrence of the Company evidenced by a Company Order, may
accept the resignation of or remove any co-trustee or separate trustee
appointed under this Section 6.13, and in case an Event of Default has
occurred and is continuing, the Trustee shall have power to accept the
resignation of, or remove, any such co-trustee or separate trustee
without the concurrence of the Company. Upon the written request of the

<PAGE> 81

Trustee, the Company shall join with the Trustee in the execution,
delivery and performance of all instruments and agreements necessary or
proper to effectuate such resignation or removal; a successor to any
co-trustee or separate trustee which has resigned or has been removed may
be appointed in the manner provided in this Section 6.13;

(d) no co-trustee or separate trustee hereunder shall be personally
solely liable by reason of any act or omission of the Trustee, or any
other such Trustee hereunder;

(e) the Trustee shall not be liable solely by reason of any act or
omission of a co-trustee or separate trustee selected, if selected by the
Trustee, with due care; and

(f) any Act of Holders delivered to the Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

Section 614.Representations and Warranties of the Trustee.

The Trustee represents and warrants that:

(a) Organization and Good Standing. The Trustee has been duly
organized, and is validly existing and in good standing as a banking
corporation under the laws of the United States of America and has the
power to conduct its business and affairs as a trustee.

(b) Authorization; Binding Obligations. The Trustee has the
corporate power and authority to perform the duties and obligations of
trustee under this Indenture. The Trustee has taken all necessary
corporate action to authorize the execution, delivery and performance of
this Indenture, and all of the documents required pursuant hereto. Upon
execution and delivery by the Company, this Indenture will constitute the
legal, valid and binding obligation of the Trustee enforceable in
accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general applicability
relating to or affecting creditors' rights generally (including, without
limitation, the effect of statutory or other laws regarding fraudulent
conveyances or preferential transfers), from time to time in effect. The
enforceability of the Trustee's obligations under this Indenture is
subject to general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity or at law.

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ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE

Section 701. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee

(a) semi-annually, not more than five days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date, and

(b) at such other times as the Trustee may reasonably request in
writing, within 30 days after receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

Section 702. Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

(b) If any Holder (hereinafter referred to as "applicant") applies in
writing to the Trustee, and furnishes to the Trustee reasonable proof that such
applicant has owned a Security for a period of at least six months preceding
the date of such application, and such application states that the applicant
desires to communicate with other Holders with respect to their rights under
this Indenture or under the Securities and is accompanied by a copy of the form
of proxy or other communication which such applicant proposes to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, at its election, either

(1) afford such applicant access to the information preserved at the
time by the Trustee in accordance with Section 702(a), or

(2) inform such applicant as to the approximate number of Holders
whose names and addresses appear in the information preserved at the time
by the Trustee in accordance with Section 702(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

<PAGE> 83

If the Trustee shall elect not to afford such applicant access to such
information, the Trustee shall, upon the written request of such applicant,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a), a copy of the
form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail
to such applicant and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best interests of the
Holders or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender,
otherwise the Trustee shall be relieved of any obligation or duty to such
applicant respecting its application.

(c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the Holders in accordance with Section 702(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 702(b).

Section 703. Reports by Trustee.

(a) Within 90 days after May 15 of each year commencing with May 15, 1996,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, a brief report dated as of May 15 with respect
to:

(1) its eligibility and qualifications under Section 608, or in lieu
thereof, if to the best of its knowledge it has continued to be eligible
and qualified under said Section, a written statement to such effect;

(2) the character and amount of any advances (and the circumstances
surrounding the making thereof) made by the Trustee (as such) which
remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge, prior to that of the
Securities, on any property or funds held or collected by it as Trustee;

(3) the amount, interest rate and maturity date of all other
indebtedness owing by the Company (or by any other obligor on the
Securities) to the Trustee in its

<PAGE> 84

individual capacity, on the date of such report, with a brief description
of any property held as collateral security therefor, except an
indebtedness based upon a creditor relationship arising in any manner
described in Section 311(b)(2), (3), (4) or (6) of the Trust Indenture
Act;

(4) the property and funds, if any, physically in the possession of
the Trustee as such on the date of such report;

(5) any additional issue of Securities which the Trustee has not
previously reported; and

(6) any action taken by the Trustee in the performance of its duties
hereunder which it has not previously reported and which in its opinion
materially affects the Securities.

(b) A copy of each such report shall, at the time of such transmission to
the Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and also with the Company. The
Company will notify the Trustee when the Securities are listed on any stock
exchange.

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

Section 801. Supplemental Indentures without Consent of Holders.

Without the consent of any Holders, the Company and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

(a) to add to the covenants of the Company for the benefit of the
Holders, or to surrender any right or power herein conferred upon the
Company; or

(b) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture; provided that, in each case, such
provisions shall not adversely affect the interests of the Holders in any
material respect; or

(d) from such time as the Securities are subject to the Trust
Indenture Act, to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be

<PAGE> 85

necessary to effect the qualification of this Indenture under the Trust
Indenture Act, or under any similar federal statute hereafter enacted,
and to add to this Indenture such other provisions as may be expressly
permitted by the Trust Indenture Act, excluding, however, the provisions
referred to in Section 316(a)(2) of the Trust Indenture Act as in effect
at the date as of which this Indenture was executed or any corresponding
provision provided for in any similar federal statute hereafter enacted.

Section 802. Supplemental Indentures with Consent of Holders.

With the consent of the Requisite Holders, by Act of said Holders
delivered to the Company and the Trustee, the Company and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby:

(a) extend the Stated Maturity of, or of any installment of interest
on, any Security, or reduce the principal amount thereof or the Interest
Rate thereon, or change the provisions of this Indenture relating to the
application of proceeds of the Trust Estate to the payment of principal
of or interest on the Securities or change any place where, or the manner
in which, any Security or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment after the
Stated Maturity thereof (or, in the case of redemption, on or after any
Redemption Date); or

(b) reduce the percentage of the Aggregate Outstanding Amount of
Securities, the consent of whose Holders is required for any such
supplemental indenture, or whose consent is required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture; or

(d) permit the creation of any lien ranking prior to or on a parity
with the lien of this Indenture with respect to any part of the Trust
Estate or terminate the Lien of this Indenture on any property at any
time subject hereto or deprive the Holder of any Security of the security
afforded by the Lien of this Indenture;

(e) change the percentage of the Aggregate Outstanding Amount of
Securities, the consent of whose Holders is required pursuant to Sections
502, 510, 512 or 515;

(f) modify, directly or indirectly, the definition of the terms
"Aggregate Outstanding Amount," "Requisite Holders" and "Outstanding";

<PAGE> 86

(g) modify any of the provisions of this Section, Section 801 or
Section 513, except to increase any such percentage or to provide that
certain or other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Security affected
thereby;

(h) modify the provisions of this Indenture relating to CDSA, to
Excess Cash or to Article 10 the extent any such amendment would
adversely affect the amount of any payment of principal of, or interest
on, the Securities, or the timing of any such payments; or

(j) modify any of the provisions of Sections 501(d), 508 or 904.

After such time as the provisions of the Trust Indenture Act apply to this
Indenture, it shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to this Section 802, the Trustee shall mail to
the Holders at their respective addresses set forth on the Security Register, a
notice setting forth in general the terms and substance of such supplemental
indenture. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

Any solicitation of Holders of a Class of Securities to any consent,
waiver or amendment under this Indenture involving consideration (whether in
connection with a sale of Securities to the Company or any of its Affiliates or
not) shall provide that such consideration be paid equally to all Holders of
Securities of such Class regardless of whether or not such Holders agree to
such consent, waiver or amendment.

Section 803. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 804. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form

<PAGE> 87

a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

Section 805. Conformity with Trust Indenture Act.

From such time as the Trust Indenture Act is applicable hereto, every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

Section 806. Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

ARTICLE NINE

REDEMPTION OF SECURITIES

Section 901. Right of Redemption.

The Securities may be redeemed at the election of the Company, at any time
after the Closing Date, as a whole or from time to time in part, subject to the
conditions and at the Redemption Prices specified in the form of Security,
together in each case with accrued interest to the Redemption Date.

Section 902. Applicability of Article.

Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

Section 903. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities pursuant to Section
901 shall be evidenced by a Company Order. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice period shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed.

<PAGE> 88

Section 904. Selection by Trustee of Securities to be Redeemed.

If less than all the Securities are to be redeemed in full, the Trustee
shall select for redemption, not more than 60 days prior to the Redemption
Date, portions of all Outstanding Securities not previously called for
redemption, pro rata (subject to the next succeeding paragraph), and the
amounts to be redeemed may be equal to $100,000 or any integral multiple
thereof.

In the event that any Securities are registered for sale and sold under
the Securities Act of 1933, the Company shall by notice in writing to the
Trustee direct that redemptions of the Securities shall be allocated pro rata
between the Securities which have been so registered and sold ("registered
Securities") and all other Securities and that the particular registered
Securities to be redeemed shall be selected pro rata, and in such event, (i)
the Trustee shall make such allocation and so select the registered Securities
to be redeemed, and (ii) all other Securities shall be redeemed in part pro
rata.

The Trustee shall promptly notify the Company and each Security Registrar
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to redemption of Securities shall relate, in the case
of any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.

Section 905. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his, her or its address appearing
in the Security Register.

All notices of redemption shall state:

(a) the Redemption Date;

(b) the Redemption Price;

(c) if less than all Outstanding Securities are to be redeemed, the
identification (and, in the case of a Security to be redeemed in part,
the principal amount) of the particular Securities to be redeemed;

(d) whether the redemption is through the sinking fund described in
Article 10;

<PAGE> 89

(e) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security or portion thereof, and that interest
thereon shall cease to accrue on and after said date; and

(f) the place or places where such Securities are to be surrendered
for payment of the Redemption Price.

Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

Section 906. Deposit of Redemption Price.

On or one Business Day prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section
403) an amount of money in same day funds sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities or portions thereof which are to be
redeemed on that date.

Section 907. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Regular Record Dates according
to the terms and the provisions of Section 307.

If any Security called for redemption shall not be so paid on any
Redemption Date, the principal and interest then due in respect thereof shall,
until paid, bear interest from the Redemption Date at the rate specified in
Section 503.

Section 908. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at
the office or agency of the Company maintained for such purpose pursuant to
Section 402 (with, if the Company, the Security Registrar or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Security Registrar or the Trustee duly
executed by, the Holder thereof or its attorney duly authorized in writing),
and the

<PAGE> 90

Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities,
of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

ARTICLE TEN

SINKING FUNDS

Section 1001. Mandatory Sinking Fund Payments.

As a mandatory sinking fund for the retirement of the Senior Notes, the
Company will pay to the Trustee, on or prior to 12:00 noon, New York City time
on September 30 and December 31 of each year commencing with September 30,
1998, an amount of same day funds equal to the Sinking Fund Payment Amount (as
defined below) for such date. The "Sinking Fund Payment Amount" means, with
respect to the sinking fund payment due on each date set forth below, an amount
equal to the aggregate principal amount of all Securities Outstanding on the
September 1 immediately preceding such date multiplied by the percentage set
forth opposite such date; provided, however, that the amount paid by the
Company pursuant to Section 307(e) shall be applied against the Sinking Fund
Payment Amounts due in 1998 in inverse order of occurrence:

Sinking Fund
Payment Date Percentage
------------------ -----------

September 30, 1998 5%
December 31, 1998 7.5%
September 30, 1999 5.714%
December 31, 1999 8.571%
September 30, 2000 6.667%
December 31, 2000 10.00%
September 30, 2001 8.00%
December 30, 2001 12.00%
September 30, 2002 10.00%
December 30, 2002 15.00%
September 30, 2003 13.333%
December 30, 2003 20.00%
September 30, 2004 20.00%
December 30, 2004 30.00%
September 30, 2005 40.00%
December 30, 2005 60.00%

<PAGE> 91

The Trustee shall apply the sinking fund payments received by it toward the
redemption of the Senior Notes as provided herein.

Section 1002. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date, the Company
will deliver to the Trustee an Officers' Certificate specifying the amount of
the next ensuing sinking fund payment. The Trustee shall apply an amount equal
to the amount of the sinking fund payments received by it toward the redemption
of the Senior Notes. Not later than 30 days before each date set forth in
Section 1001, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 904 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 905. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 907 and 908.

ARTICLE ELEVEN

HOLDERS' RELATIONS

Section 1101. Standard of Conduct.

In exercising any of its voting rights, rights to direct and consent or
any other rights as a Holder under this Indenture, no Holder shall have any
obligation or duty to any Person or to consider or take into account the
interests of any Person nor shall any Holder be liable to any Person for any
action taken by it or at its direction or with its consent, or for any failure
by it to act or to direct or to consent that an action be taken, without regard
to whether such action or inaction benefits or adversely affects any Holder or
the Company or any other person, except for any liability to which such Holder
may be subject as a result of taking such an action, or failing to take such an
action, in bad faith.

Section 1102. Improper Payments.

Each Holder, by acceptance of its Security, agrees with the Company and
with each other Holder that in the event that, notwithstanding the provisions
of this Indenture, it receives any payment or distribution in respect of its
Security contrary to the provisions of this Indenture or the Intercreditor
Agreement, such payment or distribution shall, for a period of 45 days after
such payment was made, be received and held in trust for the benefit of, and
shall, upon demand of the Company or the Trustee received within such 45 day
period, be forthwith paid over and delivered to the Trustee, which shall pay
and deliver such amount to the Persons then entitled thereto in accordance with
the provisions of this Indenture. The Company agrees to indemnify any Holder
for any cost or expense incurred by virtue of an improper payment required to
be returned.

<PAGE> 92
ARTICLE TWELVE

COLLATERAL AND SECURITY
AND INTERCREDITOR AGREEMENT

Section 1201. Collateral Documents

The due and punctual payment of the principal of, premium, if any, and
interest on the Securities when and as the same shall be due and payable,
whether on an interest payment date, at maturity, by acceleration, repurchase,
redemption or otherwise, and interest on the overdue principal of and interest
(to the extent permitted by law), if any, on the Securities and performance of
all other obligations of the Company to the Holders or the Trustee under this
Indenture and the Securities, according to the terms hereunder or thereunder,
shall be secured as provided in the Collateral Documents. Each Holder, by its
acceptance of a Security, consents and agrees to the terms of the Collateral
Documents (including, without limitation, the provisions providing for
foreclosure and release of Collateral) as the same may be in effect or may be
amended from time to time in accordance with the terms thereof and hereof and
authorizes and directs the Trustee to enter into the Intercreditor Agreement and
to perform its obligations and exercise its respective rights thereunder in
accordance therewith. The Company will do or cause to be done all such acts and
things as may be necessary or proper, or as may be required by the provisions of
the Collateral Documents, to assure and confirm to the Collateral Agent, for the
benefit and security of the Holders, the security interest in the Collateral
contemplated hereby and by the Collateral Documents including, the Trust Estate,
so as to render the same available for the security and benefit of this
Indenture and of the Securities secured hereby, according to the intent and
purposes herein expressed, subject to the Intercreditor Agreement. The Company
shall take, upon request of the Trustee, any and all actions reasonably required
to cause the Collateral Documents to create and maintain, as security for the
obligations of the Company under this Indenture and the Securities, valid and
enforceable, perfected (except as expressly provided therein) Liens in and on
all the Collateral and such property, in favor of the Collateral Agent, for the
benefit and security of the Holders, superior to and prior to the rights of all
third persons, and subject to no other Liens, other than as provided herein, in
the Collateral Documents, and in the Intercreditor Agreement.

Section 1202. Recording and Opinions.

(a) The Company shall furnish to the Trustee promptly after the
execution and delivery of this Indenture an Opinion of Counsel either (i)
stating that in the opinion of such counsel all action has been taken with
respect to the recording, registering and filing of this Indenture, financing
statements or other instruments necessary to make effective the Liens intended
to be created by the Collateral Documents, and reciting the details of such
action or (ii) stating that, in the opinion of such counsel, no such action is
necessary to make such Liens effective.

(b) The Company shall furnish to the Trustee within 3 months
after each anniversary of the date of this Indenture, an Opinion of Counsel,
dated as of such date, stating either that (i) in the opinion of such counsel,
all action has been taken with respect to the recording, registering, filing,
re-recording, re-registering and refiling of all supplemental indentures,
financing statements, continuation statements or other instruments of further
assurance as is necessary to maintain the Liens of the Collateral Documents and
reciting the details of such action or (ii) in the opinion of such Counsel, no
such action is necessary to maintain such Liens.

Section 1203. Release of Collateral.

The release of any Collateral from the terms hereof and of the
Collateral Documents or the Intercreditor Agreement will not be deemed to impair
the security under this Indenture in contraventions of the provisions hereof if
and to the extent the Collateral is released pursuant to the Collateral
Documents or the Intercreditor Agreement. The Trustee and each of the Holders
acknowledge that a release of Collateral in accordance with the terms of the
Collateral Documents will not be deemed for any purpose to be an impairment of
the security under this Indenture. Without limiting the foregoing, the release
of any of the Collateral consisting of (i) inventory sold to buyers in the
ordinary course of business, (ii) cash used by the Company in the ordinary
course of business, or (iii) accounts receivable collected, sold, exchanged, or
otherwise disposed of in the ordinary course of business, in each case in
compliance with the terms of this Indenture and the Collateral Documents, will
not be deemed to impair the security under this Indenture and will not require
compliance with Trust Indenture Act Section 314(d).

Section 12.04. Certificates of the Company.

Subject to Section 1205, to the extent applicable the Company shall
comply with (a) Trust Indenture Act Section 314(b), relating to Opinions of
Counsel regarding the Lien of the Collateral Documents and (b) Trust Indenture
Act Section 314(d), relating to the release of Collateral from the Lien of the
Collateral Documents and Officers' Certificates or other documents regarding
fair value of the Collateral. Any certificate or opinion required by Trust
Indenture Act Section 314(d) may be made by an Officer of the Company or any
other obligor upon the Securities, as applicable, to the extent permitted by
Trust Indenture Act Section 314(d).

Section 1205. Certificates Regarding Ordinary Collateral.

Notwithstanding anything contained in this Indenture to the contrary,
(a) the provisions of Section 1204 will not be applicable to any release or
withdrawal of Collateral as described in clauses (i), (ii) or (iii) of Section
1203 (the "Ordinary Collateral") pursuant to the terms of the Collateral
Documents and (b) the fair value of Ordinary Collateral released pursuant to
this Section 1205 need not be considered in determining whether the aggregate
fair value of Collateral and Ordinary Collateral released in any calendar year
exceeds the 10% threshold specified in Section 314(d) of the Trust Indenture
Act; provided, that the Company's right to rely on this Section 1205 will be
conditioned upon the Company's delivering to the Trustee, within 30 calendar
days following the end of each six-month period beginning on April 1 and
October 1 of any year, an Officers' Certificate to the effect that all such
releases and withdrawals of Ordinary Collateral during such six-month period in
respect of which the provisions of Section 1205 were not complied with were to
make payments or investments in the ordinary course of the Company's business
not prohibited by this Indenture.

Section 1206. Conflicts.

Each of this Indenture and the Collateral Documents is expressly made
subject to the Intercreditor Agreement.

* * * * *

80
<PAGE> 93

This Indenture may be signed in counterparts with the same effect as if
the signatures to each counterpart were upon a single instrument, and all such
counterparts together shall be deemed an original of this Indenture.

IN WITNESS WHEREOF, we have set our hands as of the day and year first
above written.

HUNTWAY PARTNERS, L.P.,
a Delaware limited partnership

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

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

By:_____________________________
Name:
Title: President

FLEET NATIONAL BANK,
a national banking association,
as Trustee

By: ____________________________
Name:
Title: Assistant Vice President

<PAGE> 94

The undersigned joins in the execution of this Indenture as of the day and year
first above written with respect to the provisions of the "Granting Clause" set
forth above.

SUNBELT REFINING COMPANY, L.P.,
a Delaware limited partnership

By HUNTWAY PARTNERS, L.P.,
its Sole General Partner

By Huntway Managing Partner,
L.P.,
its Managing General Partner

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

By:_____________________________
Name:
Title: President

<PAGE> 95

EXHIBIT A

DESCRIPTION OF TRUST ESTATE

(a) The real estate owned in fee simple by the Company, described in Appendix
A hereto under the heading "Legal Description of Benicia Property" (the
"Benicia Property").

(b) The leasehold real estate interests of the Company described in Appendix
B hereto under the heading "Legal Description of Wilmington Property" (the
"Wilmington Property").

(c) The leasehold real estate interests of Sunbelt described in Appendix C
hereto under the heading "Project Description" (the "Pinal Property").

(d) All personalty of the Company and Sunbelt in each case whether now or
hereafter existing or in which the Company and/or Sunbelt now have or
hereafter acquire an interest and wherever the same may be located (the
"Personal Property") including, but not limited to, the following:

(1) All items of "equipment" and "fixtures" (as such terms are
defined in the UCC and including all equipment, machinery, furnishings,
fixtures, tools, supplies, automotive equipment, motor vehicles and other
equipment of any kind and nature, together with all replacements,
substitutions, attachments, parts (including spare parts), modifications,
additions, improvements, upgrades and accessions of, to or upon such items
of equipment or fixtures;

(2) All inventory in all of its forms, wherever located, now or
hereafter existing including, but not limited to, (i) all raw materials
and work in progress therefor, finished goods thereof, and materials used
or consumed in the manufacture or production thereof; (ii) inventory,
including the flow of oil through pipes into the refineries, in which the
Company and/or Sunbelt have any interest in mass or a joint or other
interest or right of any kind; (iii) goods which are returned to or
repossessed by the Company and/or Sunbelt; and (iv) all additions and
accessions thereto and replacement therefor and products thereof;

(3) All accounts, contract rights, chattel paper, instruments,
general intangibles and other obligations of any kind, whether
long-term or short-term, now or hereafter existing, to the extent arising
out of or in connection with the sale or lease of goods, and all rights
now or hereafter existing in and to all security agreements and other
contracts securing or otherwise relating to any such accounts, contract
rights, chattel paper and instruments, to the extent arising out of or in
connection with the sale of goods, including, without limitation, all
rights and claims to the payment or receipt of money or other forms of
consideration of any kind included in this clause (3) and all of

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<PAGE> 96

the Company's and/or Sunbelt's operating agreements and licenses and
agreements with Southern Pacific Transportation Company and/or Southern
Pacific Railroad Company;

(4) To the extent not included in paragraphs (2) and (3) above, all
documents, instruments, and general intangibles, and all ledger sheets,
files and other documents and records relating to the Personal Property,
in each case wherever located and whether now owned or hereafter acquired
by the Company or Sunbelt;

(5) All trademarks, trademark rights, service marks, service mark
rights, trade names, trade name rights, designs, logos, indicia,
corporate names, company names, business names, fictitious business
names, trade styles and/or other source and/or business identifiers and
applications pertaining thereto, renewals and extensions thereof, whether
now owned or hereafter acquired or issued, all common law and other
rights in and to the foregoing and the accompanying goodwill and other
like business property rights and the right (but not the obligation) to
register claim under trademark and to renew and extend such trademarks,
and the right (but not the obligation) to sue in the name of the Company
and/or Sunbelt for past, present or future infringement of trademark;

(6) All common law and/or statutory copyrights, rights and interests
of every kind and nature in copyrights and works protectable by
copyright, whether now owned or hereafter created or acquired and
renewals and extensions of copyrights, and the right (but not the
obligation) to make publication thereof for copyright purposes, to
register claim upon copyright and the right (but not the obligation) to
renew and extend such copyrights, and the right (but not the obligation)
to sue in the name of the Company and/or Sunbelt for past, present and
future infringements of copyright;

(7) All United States and foreign patents and patent applications
now owned or hereafter acquired from time to time, and licenses and
rights in, and the right (but not the obligation) to sue in the name of
Company and/or Sunbelt or in the name of the Collateral Agent for, all
past, present and future infringements of any such properties;

(8) All cash, money, currency and all deposit accounts, including
demand, time, savings, passbooks or similar accounts maintained with
Bankers Trust Company or other banks, savings and loan associations or
similar entities; and

(9) All books, records, ledger cards, files, correspondence,
computer programs, tapes, disks and related data processing software
(owned by the Company and/or Sunbelt or in which Company and/or Sunbelt
have an interest) that at any time evidence or contain information
relating to the Trust Estate or are otherwise necessary or helpful in the
collection thereof or realization thereupon; and

(e) All proceeds of any and all of the foregoing, to the extent not otherwise
included, all payments under insurance (whether or not the Collateral
Agent, the Trustee or any
A-2

<PAGE> 97

Holder is the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with
respect to any of the foregoing. The term "proceeds" includes whatever
is receivable or received when components of the Trust Estate or proceeds
are sold, collected, exchanged or otherwise disposed of, whether such
disposition is voluntary or involuntary, and incudes, without limitation,
all rights to payment, including returned premiums, with respect to any
insurance relating thereto.

A-3

<PAGE> 98

EXHIBIT B

(FACE OF SECURITY)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND
MAY BE OFFERED AND SOLD ONLY IF REGISTERED OR QUALIFIED, AS THE CASE MAY BE,
PURSUANT TO THE RELEVANT PROVISIONS OF THE FEDERAL AND STATE SECURITIES LAWS OR
IF AN EXEMPTION FROM SUCH REQUIREMENTS IS APPLICABLE, AND RIGHTS WITH RESPECT
TO, AMONG OTHER THINGS, PRIORITY OF PAYMENT AND COLLATERAL WITH RESPECT TO THE
SECURITY ARE SUBJECT TO AND GOVERNED BY THE TERMS OF AN AMENDED AND RESTATED
INTERCREDITOR AGREEMENT, DATED AS OF _______, 1996, BY AND AMONG CERTAIN
CREDITORS OF THE COMPANY AND THE COLLATERAL AGENT.

HUNTWAY PARTNERS, L.P.

12% SENIOR SECURED NOTE (SUNBELT IDB)
DUE 2005

No. ______ $_________

HUNTWAY PARTNERS, L.P., a Delaware limited partnership (herein called the
"Company," which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to____________________
_______________________________________________________________________________
or registered assigns, the principal sum of ___________________________________
_______________________________________________________________ Dollars when
and as due under the terms of this Security and the Indenture, in the manner
referred to below, and to pay interest prior to default thereon from the later
of January 1, 1996 or the most recent date through which interest has been paid
hereon at the rate of 12% per annum less the Tax Exempt Bond Interest Rate, but
in no event less than 1.75% per annum (the "Interest Rate"). Although the
periodic payments with respect to this Security are characterized for
convenience as interest hereunder, such payments are a commission payable as
compensation for maintaining the IDB Letter of Credit. Interest shall accrue
and be payable as follows: (i) from January 1, 1996 to December 31, 1996,
interest shall be paid through the issuance on December 31, 1996 of an
additional Senior Note (Other) with a principal amount equal to the accrued but
unpaid interest (such Securities as issued from time to time for accrued but
unpaid interest being referred to herein as "Secondary Securities"), and (ii)
except as set forth below, interest accrued on each Security (including
interest on Secondary Securities issued in payment of interest) after December
31, 1996 shall be due and payable until payment in full of such Security as
follows: (a) 66.67% of the interest that shall accrue during the first calendar
quarter of each year shall be due and payable in cash on March 31 of such year,
(b) 66.67% of the interest that shall accrue

B-1

<PAGE> 99

during the second calendar quarter of each year shall be due and payable in
cash on June 30 of such year, (c) all interest that shall accrue during the
third calendar quarter of each year plus 33.33% of the interest that shall have
accrued during the first calendar quarter of such year shall be due and payable
in cash on September 30 of such year and (d) all interest that shall accrue
during the fourth calendar quarter of each year, plus 33.33% of the interest
that shall have accrued during the second calendar quarter of such year shall
be due and payable in cash on December 31 of such year. The amount of interest
that shall accrue during the first and second quarter of each year but that is
not payable until the second and third quarter of each year shall not accrue
interest, unless and until such interest that shall have accrued during the
first and second quarters of each calendar year becomes Defaulted Interest.
Each issuance of Secondary Securities in lieu of the payment of interest in
cash on the Securities shall be made pro rata with respect to the Outstanding
Securities of such Class; provided that the Company may at its option pay cash
in lieu of issuing Secondary Securities in any denomination of less than $100
as selected by the Company. Any such Secondary Securities shall be governed by
the Indenture and shall be identical in all respects to the Senior Notes
(Other) initially issued hereunder (except, as the case may be, with respect to
the title, issuance date and aggregate principal amount). The Interest Rate is
subject to increase upon default in accordance with Sections 503 and 515 of the
Indenture. The unpaid principal of this Security will be due and payable in
full on December 31, 2005. In addition, all or a portion of the principal of
this Security may be paid from CDSA and from Excess Cash, as determined in
accordance with the Indenture. Principal payments may be accelerated upon the
occurrence of certain events specified in Section 307 and Article 5 of the
Indenture. The interest payable on this Security on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be March 1,
June 1, September 1 or December 1 (whether or not a Business Day), as the case
may be, immediately preceding such Interest Payment Date. After the provisions
of the Indenture become subject to the requirements of the Trust Indenture Act,
any such interest not so punctually paid shall forthwith cease to be payable to
the Holder on such Regular Record Date, and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. Except as provided in clause (i) of the first
sentence of this paragraph, payment of the principal of and interest on this
Security will be made by wire transfer to a United States dollar account
maintained by the Holder of this Security at a Depository Institution in the
United States as reflected on the Security Register.

Upon the occurrence of a Principal Drawing under the IDB Letter of Credit,
an aggregate principal amount of Outstanding Securities in this Class in the
principal amount of such drawing shall be automatically exchanged for Senior
Notes (Other) in the principal amount of such drawing, in accordance with the
Indenture. In addition, upon the occurrence of an

B-2

<PAGE> 100

event of default under the Letter of Credit Agreement and to the extent that
the obligations under the Letter of Credit Agreement are accelerated pursuant
to Section 6.02 of the Letter of Credit Agreement, an aggregate principal
amount of Outstanding Securities of this Class shall be automatically converted
into Senior Notes (Other) in accordance with and subject to the terms of the
Indenture.

B-3

<PAGE> 101

Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been duly executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed.

Dated: __, 1996 HUNTWAY PARTNERS, L.P.,
a Delaware limited partnership

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

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

By: _________________________
Name: _____________________
Title: ____________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 12% Senior Secured Notes (Sunbelt IDB) Due 2005
described in the within-mentioned Indenture.

FLEET NATIONAL BANK,
a national banking association,
as Trustee

By: ____________________________
Authorized Signatory
Name: ______________________

DATED: __, 1996

B-4

<PAGE> 102

B-5
<PAGE> 103

(BACK OF SECURITY)

This Security is one of a duly authorized issue of Securities of the
Company designated as its 12% Senior Secured Notes (Sunbelt IDB) Due 2005
(herein called the "Securities"), limited (except as otherwise provided in the
Indenture referred to below) in aggregate original principal amount to
$9,100,000, which may be issued under an indenture (herein called the
"Indenture"), dated as of _________, 1996 between the Company and FLEET
NATIONAL BANK, trustee (herein called the "Trustee," which term includes any
successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. The
terms and conditions of the Indenture are incorporated herein by this
reference, and by acceptance hereof, the Holder of this Security assents to all
of the terms and conditions of the Indenture. Also issued and to be issued
under the Indenture are the Company's Senior Notes (Other). Certain capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

The Securities of this Class are subject to redemption upon not less than
30 nor more than 60 days' notice by first-class mail, at any time, as a whole
or in part, at the election of the Company, at Redemption Prices (expressed in
percentages of principal amount) set forth below, together in the case of any
such redemption with accrued interest thereon to the Redemption Date (excluding
interest evidenced by Secondary Securities), if redeemed during the calendar
years indicated below:

Year Percentage
---- ----------
[S] [C]
1996 . . . . . . . . . . . . . . . 112.0%
1997 . . . . . . . . . . . . . . . 109.6%
1998 . . . . . . . . . . . . . . . 107.2%
1999 . . . . . . . . . . . . . . . 104.8%
2000 . . . . . . . . . . . . . . . 102.4%
2001 and thereafter. . . . . . . . 100.0%

In the case of any redemption of Securities, interest installments whose
Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Regular Record Date referred to on the
face hereof. Securities (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the date fixed for redemption.

The Securities of this Class are subject to redemption upon not less than
30 nor more than 60 days' notice by mail, on December 31 in any year commencing
with the year 1998

B-6

<PAGE> 104

through operation of the sinking fund for this Class at a Redemption Price
equal to 100% of the principal amount.

In the event of redemption (whether through operation of the sinking fund
or otherwise) of this Security in part only, a new Security or Securities for
the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof.

If an Event of Default shall occur and be continuing, the principal of all
the Securities may be declared, or may become, due and payable in the manner
and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company and the Trustee with the consent of the Requisite Holders. The
Indenture also contains provisions permitting the Requisite Holders, on behalf
of the Holders of all of the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and the consequences of such defaults. Any such consent or waiver by
or on behalf of the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Security.

No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place, and rate, and in the manner, herein prescribed.

As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable on the Security
Register of the Company, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained for such purpose in
Boston, Massachusetts, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to, the Company and the Security Registrar
duly executed by, the Holder hereof or its attorney duly authorized in writing,
and thereupon one or more new Securities, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.

The Securities are issuable only in registered form without coupons. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

B-7

<PAGE> 105

Prior to and at the time of due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any agent shall be affected by notice
to the contrary.

Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).

The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: Secretary, Huntway
Partners, L.P., 25129 The Old Road, Suite 322, Newhall, California 91321.

I/We assign and transfer this Security to:

_______________________________________________________

Insert assignee's soc. sec. or tax ID no.:_____________

______________________________________________________

______________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________

_______________________________________________________ agent to
transfer this Security on the books of the Company. The
agent may substitute another to act for him or her.

Dated: ______________ Signed:_____________________________

________________________________________________________________
(Sign exactly as your name appears on the other side of this Security)

B-8

<PAGE> 106

EXHIBIT C

(FACE OF SECURITY)

HUNTWAY PARTNERS, L.P.

12% SENIOR SECURED NOTE (OTHER)
DUE 2005

No. ______ $_________

HUNTWAY PARTNERS, L.P., a Delaware limited partnership (herein called the
"Company," which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to____________________
- ----------------_______________________________________________________________
or registered assigns, the principal sum of ___________________________________
_______________________________________________________________ Dollars when
and as due under the terms of this Security and the Indenture, in the manner
referred to below, and to pay interest prior to default thereon from the later
of [January 1, 1996] [the date hereof] or the most recent date through which
interest has been paid hereon at the rate of 12% per annum (the "Interest
Rate"), which interest shall accrue and be payable as follows: (i) from
January 1, 1996 to December 31, 1996, interest shall be paid through the
issuance on each Interest Payment Date of an additional Senior Note (Other)
with a principal amount equal to the accrued but unpaid interest (such
Securities as issued from time to time for accrued but unpaid interest being
referred to herein as "Secondary Securities"), and (ii) except as set forth
below, interest accrued on each Security (including interest on Secondary
Securities issued in payment of interest) after December 31, 1996 shall be due
and payable until payment in full of such Security as follows: (a) 66.67% of
the interest that shall accrue during the first calendar quarter of each year
shall be due and payable in cash on March 31 of such year, (b) 66.67% of the
interest that shall accrue during the second calendar quarter of each year
shall be due and payable in cash on June 30 of such year, (c) all interest that
shall accrue during the third calendar quarter of each year plus 33.33% of the
interest that shall have accrued during the first

C-1

<PAGE> 107

calendar quarter of such year shall be due and payable in cash on September 30
of such year and (d) all interest that shall accrue during the fourth calendar
quarter of each year, plus 33.33% of the interest that shall have accrued
during the second calendar quarter of such year shall be due and payable in
cash on December 31 of such year. The amount of interest that shall accrue
during the first and second quarter of each year, but that is not payable until
the second and third quarter of each year shall not accrue interest, unless and
until such interest that shall have accrued during the first and second
quarters of each calendar year becomes Defaulted Interest. Each issuance of
Secondary Securities in lieu of the payment of interest in cash on the
Securities shall be made pro rata with respect to the Outstanding Securities of
such Class; provided that the Company may at its option pay cash in lieu of
issuing Secondary Securities in any denomination of less than $100 as selected
by the Company. Any such Secondary Securities shall be governed by the
Indenture and shall be identical in all respects to the Senior Notes (Other)
initially issued hereunder (except, as the case may be, with respect to the
title, issuance date and aggregate principal amount). The Interest Rate is
subject to increase upon default in accordance with Sections 503 and 515 of the
Indenture. The unpaid principal of this Security will be due and payable in
full on December 31, 2005. In addition, all or a portion of the principal of
this Security may be paid from CDSA and from Excess Cash, as determined in
accordance with the Indenture. Principal payments may be accelerated upon the
occurrence of certain events specified in Section 307 and Article 5 of the
Indenture. The interest payable on this Security on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be March 1,
June 1, September 1 or December 1 (whether or not a Business Day), as the case
may be, immediately preceding such Interest Payment Date. After the provisions
of the Indenture become subject to the requirements of the Trust Indenture Act,
any such interest not so punctually paid shall forthwith cease to be payable to
the Holder on such Regular Record Date, and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. Except as provided in clause (i) of the first
sentence of this paragraph, payment of the principal of and interest on this
Security will be made by wire transfer to a United States dollar account
maintained by the Holder of this Security at a Depository Institution in the
United States as reflected on the Security Register.

C-2
<PAGE> 108

IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed.

Dated: __, 1996 HUNTWAY PARTNERS, L.P.,
a Delaware limited partnership

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

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

By: _________________________
Name: _____________________
Title: ____________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 12% Senior Secured Notes (Other) Due 2005 described in
the within-mentioned Indenture.

FLEET NATIONAL BANK,
a national banking association,
as Trustee

By: ____________________________
Authorized Signatory
Name: ______________________

DATED: __, 1996

C-3

<PAGE> 109

(BACK OF SECURITY)

This Security is one of a duly authorized issue of Securities of the
Company designated as its 12% Senior Secured Notes (Other) Due 2005 (herein
called the "Securities"), limited (except as otherwise provided in the
Indenture referred to below) in aggregate original principal amount to
$14,400,000, which may be issued under an indenture (herein called the
"Indenture"), dated as of _________, 1996 between the Company and FLEET
NATIONAL BANK, a national banking association, trustee (herein called the
"Trustee," which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. The terms and conditions of the
Indenture are incorporated herein by this reference, and by acceptance hereof,
the Holder of this Security assents to all of the terms and conditions of the
Indenture. Also issued and to be issued under the Indenture are the Company's
Senior Notes (Sunbelt IDB). Certain capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
1996 . . . . . . . . . . . . . . . 112.0%
1997 . . . . . . . . . . . . . . . 109.6%
1998 . . . . . . . . . . . . . . . 107.2%
1999 . . . . . . . . . . . . . . . 104.8%
2000 . . . . . . . . . . . . . . . 102.4%
2001 and thereafter . . . . . . . 100.0%

</TABLE>

The Securities of this Class are subject to redemption upon not less than
30 nor more than 60 days' notice by mail, on December 31 in any year commencing
with the year 1998

C-4

<PAGE> 110

through operation of the sinking fund for this Class at a Redemption Price
equal to 100% of the principal amount.

If an Event of Default shall occur and be continuing, the principal of all
the Securities may be declared, or may become, due and payable in the manner
and with the effect provided in the Indenture.

C-5

<PAGE> 111

I/We assign and transfer this Security to:

_______________________________________________________

Insert assignee's soc. sec. or tax ID no.:_____________

______________________________________________________

______________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________

_______________________________________________________ agent to
transfer this Security on the books of the Company. The
agent may substitute another to act for him or her.

Dated: ______________ Signed:_____________________________

________________________________________________________________
(Sign exactly as your name appears on the other side of this Security)

C-6

<PAGE> 112
EXHIBIT D

SECURITY DOCUMENTS
<PAGE> 113
EXHIBIT D-1

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

O'MELVENY & MYERS
400 South Hope Street
Los Angeles, California 90071-2899
Attention: F. Thomas Muller
45,710-230

SECOND AMENDMENT TO DEED OF TRUST
WITH ASSIGNMENT OF RENTS
AND OTHER SECURITY DOCUMENTS

THIS SECOND AMENDMENT TO DEED OF TRUST WITH ASSIGNMENT OF
RENTS AND OTHER SECURITY DOCUMENTS (this "AMENDMENT") is made as of December
12, 1996 by and between SUNBELT REFINING COMPANY, L.P., a Delaware limited
partnership ("TRUSTOR"), whose address is 23822 West Valencia Boulevard, Suite
210, Valencia, California 91355, and UNITED STATES TRUST COMPANY OF NEW YORK, a
New York corporation, as collateral agent ("BENEFICIARY"), having an office at
114 West 47th Street, New York, New York 10036.

R E C I T A L S:

WHEREAS, on August 1, 1988, Bankers Trust Company, a New York
banking corporation ("BANKERS"), Trustor and Huntway Partners, L.P., a Delaware
limited partnership ("HUNTWAY") entered into a certain Amended and Restated
Credit Agreement (as subsequently amended and restated from time to time, the
"INITIAL SUNBELT CREDIT AGREEMENT"), pursuant to which Bankers agreed, among
other things, to issue certain letters of credit on behalf of, and make certain
loans to, Trustor; and

WHEREAS, Trustor's obligations under the Initial Sunbelt
Credit Agreement and instruments collateral thereto were secured by, among
other things, that certain Deed of Trust (With Assignment of Rents) dated as of
October 5, 1988, made by Trustor to First American Title Insurance Agency of
Pinal, as trustee, for the benefit of Bankers, as beneficiary, which Deed of
Trust was recorded in the Official Records of the County of Pinal, State of
Arizona, on October 5, 1988, as Instrument Number 923540, Docket 1558, Page
863, and which was heretofore modified by (i) that certain Modification of Deed
of Trust, between Sunbelt and Assignor, dated as of June 8, 1989, which was
recorded in the Official Records of the County of Pinal, State of Arizona, on
June 21, 1989, as Instrument

1
<PAGE> 114
Number 948783, Docket 1613, Page 322, and (ii) that certain Second Modification
of Deed of Trust, between Sunbelt and Assignor, dated as of November, 1990,
which was recorded in the Official Records of the County of Pinal, State of
Arizona, on November 21, 1989, in Docket 1710, Page 502 (as so modified, the
"ORIGINAL DEED OF TRUST") and encumbers the real property described on Exhibit
A attached hereto and by this reference made a part hereof; and

WHEREAS, the Initial Sunbelt Credit Agreement was subsequently
amended and restated by that certain Third Amended and Restated Credit
Agreement dated as of May 18, 1990, as amended by that certain First Amendment
dated as of September 26, 1990, that certain Second Amendment dated as of
November 16, 1990, that certain Third Amendment dated as of November 20, 1990,
that certain Fourth Amendment dated as of March 29, 1991, that certain Fifth
Amendment dated as of April 29, 1991, that certain Sixth Amendment dated as of
May 31, 1991, that certain Seventh Amendment dated as of June 28, 1991, that
certain Eighth Amendment dated as of July 30, 1991, that certain Ninth
Amendment dated as of August 30, 1991, that certain Tenth Amendment and Limited
Waiver dated October 28, 1991, and that certain Eleventh Amendment and Limited
Waiver dated as of March 23, 1992 in each case, by and among Huntway, Sunbelt
and Bankers (as so amended and restated, the "CREDIT AGREEMENT"); and

WHEREAS, by an Assignment of Notes and Deeds of Trust dated as
of June 22, 1993, which was recorded in the Official Records of the County of
Pinal, State of Arizona, on September 10, 1993 as Instrument Number 090864,
Docket 1914, Page 225, Bankers assigned to Beneficiary all of its right, title
and interest in and to the Original Deed of Trust and the obligations secured
thereby; and

WHEREAS, pursuant to a "General Restructuring Agreement" dated
as of June 22, 1993 (the "GENERAL RESTRUCTURING AGREEMENT"), the parties
hereto, among others, reached agreement regarding a general restructuring of
the existing obligations of Huntway, Sunbelt and their affiliates owed to
Bankers and certain other creditors; and

WHEREAS, pursuant to the General Restructuring Agreement, the
Credit Agreement and the various notes and other instruments executed pursuant
thereto are were amended and restated by and as the instruments listed on
Exhibit B to this Amendment (the "EXISTING INSTRUMENTS");

WHEREAS, pursuant to an Amendment to Deed of Trust with
Assignment of Rents and other Security Documents dated as of June 22, 1993,
which was recorded in the Official Records of the County of Pinal, State of
Arizona, on September 10, 1993 as Instrument Number 090864, Docket 1914, Page
234, Trustor amended the Original Deed of Trust for the purpose of, among other
things, providing that all references therein to the Credit Agreement and
certain related documents were amended to be references to the Existing
Instruments, and providing that Trustor's obligations under the Credit
Agreement

2
<PAGE> 115
and the notes and other instruments executed and delivered pursuant thereto
would continue to be secured by the Original Deed of Trust as amended thereby
(as so amended, the "DEED OF TRUST");

WHEREAS, as of the date hereof there are approximately
$7,000,000 in aggregate principal amount of secured loans and $9,099,726 in
aggregate stated amount of letters of credit outstanding to Sunbelt under the
Existing Instruments secured by the Deed of Trust; and

WHEREAS, Huntway Partners, L.P., a Delaware limited
partnership ("Huntway") is a debtor and debtor in possession under chapter 11
of Title 11 of the United States Code, having commenced a bankruptcy case on
November 12, 1996;

WHEREAS, on November 12, 1996, Huntway submitted to the United
States Bankruptcy Court for the District of Delaware (the "Court") a Plan of
Reorganization dated November 12, 1996 (the "Plan"), and on December 12, 1996,
the Court confirmed the Plan;

WHEREAS, pursuant to the Plan, Huntway will, among other
things, (i) amend and restate the Existing Collateralized Note Indenture (as
such term is defined on Exhibit B hereto) pursuant to the Amended and Restated
Collateralized Note Indenture with Fleet National Bank of Massachusetts, as
indenture trustee, dated as of December 12, 1996 (said indenture, as it may be
amended, supplemented, restated or otherwise modified from time to time, being
the "Collateralized Note Indenture"), (ii) issue Senior Notes (Other) in an
original principal amount of $14,400,000.00 and a Senior Note (Sunbelt IDB) in
the original principal amount of $9,100,000.00 pursuant to the Collateralized
Note Indenture, (iii) amend that certain Letter of Credit and Reimbursement
Agreement dated as of June 22, 1993, by and among Huntway, Trustor, and Bankers
Trust Company, as letter of credit bank, pursuant to the First Amendment to
Letter of Credit Agreement dated as of December 12, 1996 (said letter of credit
agreement, as so amended and as it may hereafter be further amended,
supplemented, restated, or otherwise modified from time to time being the
"Letter of Credit Agreement") and (iv) amend the Deed of Trust pursuant to this
Amendment;

WHEREAS, the obligations evidenced by the Senior Notes (Other)
and the Senior Notes (Sunbelt IDB) constitute a continuation of obligations
previously evidenced by the Existing Secured Notes;

WHEREAS, pursuant to the Plan, the holders of the Senior
Notes, Bankers Trust Company, as letter of credit bank under the Letter of
Credit Agreement and Beneficiary have entered into that certain Amended and
Restated Intercreditor and Collateral Trust Agreement dated as of December 12,
1996 (said agreement, as it may hereafter be amended, supplemented, restated,
or otherwise modified from time to time being the "Intercreditor Agreement";
capitalized terms used herein without definition have the meanings assigned
thereto in the Intercreditor Agreement) pursuant to which the parties

3
<PAGE> 116
thereto have set forth their agreement regarding the decision making process
with respect to exercise of remedies under the Deed of Trust as amended hereby
and the other Collateral Documents;

WHEREAS, Trustor and Beneficiary desire to amend the Deed of
Trust in order to provide that it shall secure the payment and performance of
all obligations under the documents and instruments listed on Exhibit C to this
Amendment (the "New Instruments"), including, without limitation, all
obligations in respect of the Collateralized Note Indenture, the Senior Notes
and the Letter of Credit Agreement, and all obligations of Trustor hereunder;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the Trustor shall have executed this Amendment;

NOW, THEREFORE, with reference to the foregoing Recitals
(which are incorporated herein by this reference) and for valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Trustor and Beneficiary agree as follows:

1. Trustor's obligations under the Existing Instruments
and the notes and other instruments executed and delivered pursuant thereto, as
amended by and pursuant to the Plan and the New Instruments, shall continue to
be secured by the Deed of Trust, which is hereby amended to conform to the
terms thereof and to secure the obligations of Trustor thereunder.
Notwithstanding anything to the contrary contained in the Deed of Trust, all
obligations under the New Instruments shall be secured by the Deed of Trust
without regard to the amount thereof. Except as amended by this Amendment, the
Deed of Trust shall continue unmodified and in full force and effect. The
parties hereto hereby ratify and confirm the Deed of Trust, as amended herein.

2. All references in the Deed of Trust to the Existing
Instruments, or the Deed of Trust shall be deemed amended to refer to the New
Instruments, as the same may be amended or modified from time to time.

3. This Amendment may be executed in any number of
counterparts. Each counterpart shall be deemed an original and all
counterparts shall be deemed the same instrument with the same effect as if all
parties hereto had signed the same signature page. Any signature page of this
Amendment may be detached from any identical counterpart of this Amendment
having attached to it one or more additional signature pages.

4. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA.

5. Trustor shall pay all expenses, charges, costs and
fees incurred in connection with this Amendment, including all fees, charges,
and taxes in connection with

4
<PAGE> 117
recording or filing of this Amendment, appraisal fees and costs, title
insurance premiums, and fees and expenses of Beneficiary counsel. Trustor
hereby authorizes Beneficiary, in its discretion, to pay such expenses,
charges, costs and fees at any time and add the same to the amounts secured by
the Deed of Trust.

6. Trustor represents and warrants to Beneficiary that
(i) the leasehold estate constituting a portion of the Trust Estate (as such
term is defined in the Deed of Trust) remains valid and in full force and
effect, Trustor is not in default thereunder, and the execution of this
Amendment shall not cause the occurrence of a default thereunder; (ii) Trustor
has not directly or indirectly transferred any interest in the Trust Estate
except as

5
<PAGE> 118
may be permitted pursuant to Section 1.13 of the Deed of Trust; and (iii)
Trustor owns the Trust Estate free and clear of all liens and encumbrances
except for the Permitted Exceptions (as such term is defined in Section 4.17 of
the Deed of Trust).

IN WITNESS WHEREOF, the duly authorized representatives of
Trustor and Beneficiary have executed this Amendment as of the date first above
written.

TRUSTOR: SUNBELT REFINING COMPANY, L.P.

By: HUNTWAY PARTNERS, L.P., its sole
General Partner

By: Huntway Managing Partner, L.P.,
its Managing General Partner

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

By: ____________________________
Title:

By: Huntway Holdings, L.P., its
Special General Partner

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

By: ____________________________
Title:

BENEFICIARY: UNITED STATES TRUST COMPANY OF NEW
YORK, as Collateral Agent

By: ____________________________
Title:

6
<PAGE> 119
STATE OF CALIFORNIA )
) SS.:
COUNTY OF LOS ANGELES )

The foregoing instrument was acknowledged before me this ____ day of
______ 1996 , by ____________________, the ____________________ of the Huntway
Division of Reprise Holdings, Inc., the sole general partner of Huntway
Managing Partner, L.P., the managing general partner of Huntway Partners, L.P.,
the sole general partner of Sunbelt Refining Company, L.P., on behalf of
Sunbelt Refining Company, L.P.

WITNESS my hand and official seal.

Signature _______________________________

[SEAL]

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )

The foregoing instrument was acknowledged before me this ____ day of
_____ 1996, by ____________________, the ____________________ of United States
Trust Company of New York, on behalf of United States Trust Company of New
York.

WITNESS my hand and official seal.

Signature _______________________________

[SEAL]

<PAGE> 120
STATE OF CALIFORNIA )
) SS.:
COUNTY OF LOS ANGELES )

The foregoing instrument was acknowledged before me this ____ day of
_____, 199_, by _________________________ the ____________________ of The
Huntway Division of Reprise Holdings, Inc., the sole general partner of Huntway
Holdings, L.P., the Special General Partner of Huntway Partners, L.P., the sole
general partner of Sunbelt Refining Company, L.P., on behalf of Sunbelt
Refining Company, L.P.

WITNESS my hand and official seal.

Signature _______________________________

[SEAL]

<PAGE> 121
EXHIBIT A

LEGAL DESCRIPTION OF THE REAL PROPERTY

A parcel of land situated in the N 1/2 of Section 10, Township
6 South, Range 8 East, Gila and Salt River Base and Meridian, Pinal County,
Arizona, more particularly described as follows:

Commencing for a tie at an Arizona Department of
Transportation (ADOT) Cap which is the North West section corner of said
Section 10 from whence a 1/2" I.P. which is the N 1/4 corner bears N 89#58'00"E
a distance of 2631.89 feet, thence from said North West section corner
N89#58'00"E along the North section line a distance of 1492.98 feet to a point
which is the TRUE POINT OF BEGINNING;

Thence S0#10'05"W a distance of 33.00 feet to a point on the
Pinal County road easement and Southern Pacific Railroad right- of-way;

Thence continuing S0#10'05"W along said railroad right-of-way
a distance of 847.00 feet;

Thence N89#58'00"E a distance of 1820.00 feet to a point;

Thence N0#10'05"E a distance of 880.00 feet to a point on the
North section line;

Thence S89#58'00"W along the North section line a distance of
1820.00 feet to the TRUE POINT OF BEGINNING.

Comprising 36.77 acres more or less.

A-1
<PAGE> 122
EXHIBIT B

EXISTING INSTRUMENTS

"Existing Instruments" shall mean and include the following instruments
executed by Huntway Partners, L.P. ("Huntway") and/or Sunbelt Refining Company,
L.P. ("Sunbelt"):

1. That certain Collateralized Note Indenture dated as of June 22, 1993
by and between Huntway, as issuer, and Shawmut Bank, N.A., as trustee,
as it may be amended, amended and restated, supplemented or modified
from time to time (the "Existing Collateralized Note Indenture"),
together with (i) each of those certain 8% Priority Secured Notes due
1994 issued by Huntway to Bankers Trust Company ("Bankers"),
Massachusetts Mutual Life Insurance Company ("Massachusetts Mutual"),
Phoenix Home Life Insurance Company ("Phoenix Home Life"), Century
Life of America ("Century America") and Century Life Insurance Company
("Century Life") pursuant to the Collateralized Note Indenture in the
original aggregate principal amount of $3,994,542, and (ii) each of
those certain 8% Senior Secured Notes due 2000 issued by Huntway to
Bankers, Massachusetts Mutual, Phoenix Home Life, Crown Life Insurance
Company ("Crown Life"), Century America and Century Life pursuant to
the Collateralized Note Indenture in the original aggregate principal
amount of $22,170,000.

2. That certain Increasing Rate Subordinated Secured Note Indenture dated
as of June 22, 1993 by and between Huntway, as issuer, and Shawmut
Bank of Connecticut, N.A., as trustee, as it may be amended, amended
and restated, supplemented or modified from time to time (the
"Subordinated Secured Note Indenture"), together with (i) each of
those certain Increasing Rate Subordinated Secured Notes due 2008
(including the Subordinated Note (Sunbelt IDB)) issued by Huntway to
Bankers, Massachusetts Mutual, Phoenix Home Life, Crown Life, Century
America and Century Life pursuant to the subordinated Secured Note
Indenture in the original aggregate principal amount of
$49,135,724.16, and (ii) that certain Increasing Rate Subordinated
Secured Note due 2008 issued by Huntway to Bankers (the "Subordinated
Note (Sunbelt IDB)") pursuant to the Subordinated Secured Note
Indenture in the original aggregate principal amount of $9,099,726.

3. That certain Letter of Credit and Reimbursement Agreement dated as of
June 22, 1993 by and among Bankers as issuer of letters of credit (or
any permitted successor to such facility), Huntway and Sunbelt, as it
may be amended, amended and restated, supplemented or modified from
time to time, providing for the issuance of letters of credit not to
exceed $18,500,000 in aggregate face amount at any time, and for
reimbursement by Huntway and Sunbelt of any amounts at any time drawn
thereunder, with interest.

B-1
<PAGE> 123
4. That certain Huntway Guaranty Agreement dated as of May 31, 1989, by
Huntway in favor of and for the benefit of Bankers, as modified by the
Modification of Huntway Guaranty Agreement dated as of June 22, 1993,
and as further amended, amended and restated, supplemented or modified
from time to time.

B-2
<PAGE> 124
EXHIBIT C

NEW INSTRUMENTS

"New Instruments" shall mean and include the following instruments executed by
Huntway Partners, L.P. ("Huntway") and/or Sunbelt Refining Company, L.P.
("Sunbelt"):

1. That certain Amended and Restated Collateralized Note Indenture dated
as of December 12, 1996 by and between Huntway, as issuer, and Fleet
National Bank of Massachusetts, as trustee, as it may be amended,
amended and restated, supplemented or modified from time to time (the
"Collateralized Note Indenture"), together with (i) each of those
certain 12% Senior Secured Notes (Sunbelt IDB) due 2005 issued by
Huntway to Bankers Trust Company ("Bankers") pursuant to the
Collateralized Note Indenture in the original aggregate principal
amount of $9,100,000, and (ii) each of those certain 12% Senior
Secured Notes (Other) due 2008 issued by Huntway to Bankers,
Massachusetts Mutual Life Insurance Company ("Massachusetts Mutual")
[NAME OTHER HOLDERS] pursuant to the Collateralized Note Indenture in
the original aggregate principal amount of $14,400,000.

2. That certain Letter of Credit and Reimbursement Agreement dated as of
June 22, 1993 by and among Bankers as issuer of letters of credit (or
any permitted successor to such facility), Huntway and Sunbelt, as
amended by that certain First Amendment to Letter of Credit and
Reimbursement Agreement dated as of December 12, 1996 and as it may be
further amended, amended and restated, supplemented or modified from
time to time, providing for the issuance of letters of credit not to
exceed $18,500,000 in aggregate face amount at any time, and for
reimbursement by Huntway and Sunbelt of any amounts at any time drawn
thereunder, with interest.

3. That certain Amended and Restated Huntway Guaranty Agreement dated as
of December 12, 1996 by Huntway in favor of and for the benefit of
United States National Trust Company of New York, as Collateral Agent
for certain secured parties, and it may be amended, amended and
restated, supplemented or modified from time to time.

4. That certain Amended and Restated Sunbelt Guaranty Agreement dated as
of December 12, 1996 by Sunbelt in favor of and for the benefit of
United States National Trust Company of New York, as Collateral Agent
for certain secured parties, and it may be amended, amended and
restated, supplemented or modified from time to time.

C-1
<PAGE> 125
REAL PARTIES IN INTEREST FOR WHICH BENEFICIARY IS TRUSTEE

Bankers Trust Company
One Bankers Trust Plaza, Mail Stop 2283
130 Liberty Street, 28th Floor
New York, NY 10006

Mass Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111

Mellon Bank, N.A., as trustee for First Plaza Group Trust
c/o Contrarian Capital Management, L.L.C.
411 West Putnam, Suite 225
Greenwich, Connecticut 06830

Oppenheimer & Company, Inc. for itself and as agent for certain affiliates
c/o Contrarian Capital Management, L.L.C.
411 West Putnam, Suite 225
Greenwich, Connecticut 06830

Ryback Management Corporation

and their respective successors and permitted assigns

<PAGE> 126
EXHIBIT D-2

AMENDED AND RESTATED CURRENT ASSETS PLEDGE
AND SECURITY AGREEMENT

This AMENDED AND RESTATED CURRENT ASSETS PLEDGE AND SECURITY
AGREEMENT (this "Agreement") is dated as of December 12, 1996 and is made by
and between HUNTWAY PARTNERS, L.P., a Delaware limited partnership ("Pledgor"),
and UNITED STATES TRUST COMPANY OF NEW YORK, as Collateral Agent for and
representative of ("Collateral Agent") the Secured Parties (as defined in the
Intercreditor Agreement referred to below).

RECITALS

WHEREAS, Pledgor and Bankers Trust Company ("Bankers") entered
into that certain Current Assets Pledge and Security Agreement (the "Original
Security Agreement") dated as of May 31, 1989, pursuant to which Pledgor
granted a security interest in certain of its assets to secure certain
obligations owed to Bankers;

WHEREAS, the Original Security Agreement was amended pursuant
to that certain Modification of Current Assets Pledge and Security Agreement
dated as of June 22, 1993 by and among Pledgor, Bankers and Collateral Agent,
pursuant to which Bankers assigned the security interest created by the
Original Security Agreement to the Collateral Agent and substituted Collateral
Agent for Bankers as the secured party thereunder (the Original Security
Agreement, as so modified and assigned, being the "Existing Security
Agreement");

WHEREAS, Pledgor is a debtor and debtor in possession under
chapter 11 of Title 11 of the United States Code, having commenced a bankruptcy
case on November 12, 1996;

WHEREAS, on November 12, 1996, Pledgor submitted to the United
States Bankruptcy Court for the District of Delaware (the "Court") a
Prepackaged Plan of Reorganization dated November 12, 1996 (the "Plan"), and on
December 12, 1996, the Court confirmed the Plan;

WHEREAS, pursuant to the Plan, Pledgor will, among other
things, (i) enter into the Collateralized Note Indenture and issue Senior Notes
(Other) in an original aggregate principal amount of $14,400,000.00 and a
Senior Note (Sunbelt IDB) in the original aggregate principal amount of
$9,100,000.00 pursuant to the Collateralized Note Indenture, (ii) amend the
Existing Letter of Credit Agreement pursuant to the First Amendment to Letter
of Credit Agreement dated as of December 12, 1996 (said letter of credit
agreement, as so amended and as it may hereafter be further amended,
supplemented, restated, or otherwise modified from

<PAGE> 127
time to time being the "Letter of Credit Agreement") and (iii) amend and
restate the Existing Security Agreement pursuant to this Agreement;

WHEREAS, Pledgor and Collateral Agent desire to amend and
restate the Existing Security Agreement in order to provide that it shall
secure the payment and performance of all Secured Obligations, including,
without limitation, all obligations in respect of the Collateralized Note
Indenture, the Senior Notes and the Letter of Credit Agreement;

WHEREAS, pursuant to the Plan, the holders of the Senior
Notes, Bankers, as letter of credit bank under the Letter of Credit Agreement
and Collateral Agent have entered into that certain Amended and Restated
Intercreditor and Collateral Trust Agreement dated as of December 12, 1996
(said agreement, as it may hereafter be amended, supplemented, restated, or
otherwise modified from time to time being the "Intercreditor Agreement";
capitalized terms used herein without definition have the meanings assigned
thereto in the Intercreditor Agreement) pursuant to which the parties thereto
have set forth their agreement regarding the decision making process with
respect to exercise of remedies under this Agreement and the other Collateral
Documents;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the parties hereto shall have entered into this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and the
agreements, covenants and conditions contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby amend and restate the Existing Security
Agreement as follows:

SECTION 1. GRANT OF SECURITY. Pledgor hereby assigns and
pledges to Collateral Agent for its benefit and the ratable benefit of the
Secured Parties, and hereby grants to Collateral Agent for its benefit and the
ratable benefit of the Secured Parties a security interest in, the following
and the proceeds thereof (the "Collateral"):

(a) All inventory in all of its forms, wherever located,
now or hereafter existing including, but not limited to, (i) all raw
materials and work in progress therefor, finished goods thereof, and
materials used or consumed in the manufacture or production thereof;
(ii) inventory, including the flow of oil through pipes into the
refineries, in which Pledgor has any interest in mass or a joint or
other interest or right of any kind; (iii) goods which are returned to
or repossessed by Pledgor; and (iv) all additions and accessions
thereto and replacements therefor and products thereof, (any and all
such inventory, additions, accessions, replacements and products being
the "Inventory"):

2
<PAGE> 128
goods, and all rights now or hereafter existing in and to all security
agreements and other contracts securing or otherwise relating to any
such accounts, contract rights, chattel paper and instruments, to the
extent arising out of or in connection with the sale of goods (any and
all such accounts, contract rights, chattel paper and instruments
being the "Receivables," and any and all such leases, security
agreements and other contracts being the "Related Contracts");

(c) To the extent not included in paragraphs (a) and (b)
above, all documents, instruments, and general intangibles, and all
ledger sheets, files and other documents and records relating to the
Collateral, in each case wherever located and whether now owned or
hereafter acquired by Pledgor; and

(d) All proceeds of any and all of the foregoing
Collateral and, to the extent not otherwise included, all payments
under insurance (whether or not Collateral Agent is the loss payee
thereof), or any indemnity, warranty or guaranty, to the extent
payable by reason of loss or damage to or otherwise with respect to
any of the Inventory and Receivables. For purposes of this Agreement
the term "proceeds" includes whatever is receivable or received when
Collateral or proceeds are sold, collected, exchanged or otherwise
disposed of, whether such disposition is voluntary or involuntary, and
includes, without limitation, all right to payment, including returned
premiums, with respect to any insurance relating thereto.

SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures,
and the Collateral is collateral security for, the prompt payment or
performance in full when due, whether at stated maturity, by acceleration or
otherwise (including the payment of amounts that would become due but for the
operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11
U.S.C. Section 362(a)), of all Secured Obligations including, without
limitation, all obligations under the Collateralized Note Indenture, the Senior
Notes, the Letter of Credit Agreement, any Replacement Letter of Credit
Agreement, and all reimbursement obligations in respect of letters of credit
issued thereunder, whether for principal, interest (including, without
limitation, interest, that but for the filing of a petition in bankruptcy with
respect to Pledgor or Sunbelt Refining Company, L.P., a Delaware limited
partnership ("Sunbelt"), would accrue on such obligations), fees, expenses or
otherwise and all obligations of Pledgor now or hereafter existing under this
Agreement (all such obligations are referred to herein as the "Secured
Obligations").

SECTION 3. PLEDGOR REMAINS LIABLE. Anything herein to the
contrary notwithstanding, (a) Pledgor shall remain liable under the contracts
and agreements included in the Collateral to the extent set forth therein to
perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by Collateral Agent of
any of the rights hereunder shall not release Pledgor from any of its duties or
obligations under the contracts and agreements included in the Collateral, and
(c) Collateral Agent shall not have any obligation or liability under the
contracts and agreements included in the Collateral by reason of this
Agreement, nor shall Collateral Agent be obligated to perform

<PAGE> 129
any of the obligations or duties of Pledgor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.

SECTION 4. REPRESENTATIONS AND WARRANTIES. Pledgor
represents and warrants as follows:

(a) All of the Inventory of Pledgor is located at the
addresses specified for Pledgor in Schedule I hereto. The chief place
of business and chief executive office of Pledgor and the office where
Pledgor keeps its records concerning the Receivables and all originals
of all chattel paper which evidence Receivables are located at the
addresses specified for Pledgor in Schedule II.

(b) Pledgor is the legal and beneficial owner of the
Collateral located at the addresses set forth opposite its name on
Schedules I and II, free and clear of any lien, security interest,
charge or encumbrance except for the security interest created by this
Agreement and Liens permitted under the Collateralized Note Indenture.
No effective financing statement or other instrument similar in effect
covering all or any part of such Collateral is on file in any
recording office, except such as may have been filed in favor of
Collateral Agent relating to this Agreement or for which duly executed
termination statements have been delivered to Collateral Agent.

(c) The pledge of and grant of a security interest in the
Collateral pursuant to this Agreement together with steps for
perfection creates a valid and perfected first priority security
interest in the Collateral securing the payment of the Secured
Obligations, subject only to such Liens as are permitted under the
Collateralized Note Indenture.

(d) Pledgor does not do business under any fictitious
business names or trade names and, except as is permitted by
subsection 5(d), will not do business under any fictitious business
names or trade names.

(e) Except for the filing or recording of any UCC
Financing Statements necessary to perfect the security interests
created hereunder, or filings with the United States Copyright Office,
the United States Patent and Trademark Office and any state or foreign
trademark office necessary to perfect the security interest created
hereunder, to Pledgor's best knowledge, no authorization, approval or
other action by, and no notice to or filing with, any governmental
authority or regulatory body is required either (i) for the grant by
Pledgor of the security interest in the Collateral pursuant to this
Agreement or for the execution, delivery or performance of this
Agreement by Pledgor, or (ii) for the perfection of such security
interest or the exercise by Collateral Agent of the rights and
remedies provided for in this Agreement.

<PAGE> 130
SECTION 5. FURTHER ASSURANCES.

(a) Pledgor agrees that at any time and from time to
time, at the expense of Pledgor, Pledgor will promptly execute and
deliver all further instruments and documents, and take all further
action, that may be necessary, which Collateral Agent may reasonably
request, in order to perfect and protect any security interest granted
or purported to be granted hereby or to enable Collateral Agent to
exercise and enforce its rights and remedies hereunder with respect to
any Collateral. Without limiting the generality of the foregoing,
Pledgor will: (i) if an Event of Default shall have occurred and be
continuing, at the request of Collateral Agent, mark conspicuously
each chattel paper included in the Receivables and each Related
Contract pertaining to the Collateral with a legend, in form and
substance satisfactory to Collateral Agent, indicating that such
chattel paper, Related Contract or Collateral is subject to the
security interest granted hereby; (ii) execute and file such financing
or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, which
Collateral Agent may reasonably request, in order to perfect and
preserve the security interests granted or purported to be granted
hereby; and (iii) if any Receivable shall be evidenced by a promissory
note or other instrument, deliver to Collateral Agent and pledge to
Collateral Agent hereunder such note or instrument duly endorsed and
accompanied by duly executed instruments of transfer or assignment,
all in form and substance satisfactory to Collateral Agent.
Notwithstanding any of the foregoing provisions of this Section 5(a),
Pledgor shall not be required to give notice to any Person of the
security interest created hereunder unless (i) an Event of Default
shall have occurred and be continuing, or (ii) such notice shall be
the only means available to perfect the security interest granted
hereunder.

(b) Pledgor hereby authorizes Collateral Agent to file
one or more financing or continuation statements, or fixture filings
and amendments thereto, relative to all or any part of the Collateral
without the signature of Pledgor where permitted by law.

(c) Pledgor will furnish to Collateral Agent from time to
time statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as
Collateral Agent may reasonably request, all in reasonable detail.

(d) Pledgor will not make any change in its partnership
name or conduct its business operations under any fictitious business
name or trade name without giving to Collateral Agent at least 30
days' prior written notice of such changed or new name.

SECTION 6. AS TO INVENTORY. Pledgor shall keep the Inventory
(other than Inventory sold in the ordinary course of business) owned by each of
them at the places therefor specified in Section 4(a) or, upon prior written
notice to Collateral Agent, at such other places in jurisdictions where all
action required by Section 5 shall have been taken with respect to the
Inventory.

<PAGE> 131
SECTION 7. INSURANCE; CONDEMNATION AWARDS.

(a) Pledgor shall, at its own expense, maintain insurance
with financially sound and reputable insurers against loss or damage
to the Inventory (including liability insurance) of such types,
against such risks and in such amounts as are customarily carried
under similar circumstances by corporations of established reputation
engaged in the same or similar businesses and similarly situated.
Each policy of insurance with respect to the Inventory shall (i) name
Pledgor and Collateral Agent as insured parties thereunder (without
any representation or warranty by or obligation upon Collateral Agent)
as their interests may appear, (ii) contain the agreement by the
insurer that any loss thereunder shall be payable to Collateral Agent
(except that reimbursement under any liability insurance may be paid
directly to the person who shall have incurred liability covered by
such insurance), notwithstanding any action, inaction or breach of
representation or warranty by Pledgor, (iii) provide that there shall
be no recourse against Collateral Agent for payment of premiums or
other amounts with respect thereto and (iv) provide that at least 10
days' prior written notice of cancellation or of lapse shall be given
to Collateral Agent by the insurer. Pledgor shall furnish to
Collateral Agent insurance certificates, in form and substance
satisfactory to Collateral Agent, evidencing compliance by each of
them with the terms of this Section 7, and, if so requested by
Collateral Agent, shall deliver to Collateral Agent original or
duplicate policies of such insurance and, as often as Collateral Agent
may reasonably request, a report of a reputable insurance broker with
respect to such insurance. Further, Pledgor shall, at the request of
Collateral Agent at any time after an Event of Default has occurred
and is continuing, duly execute and deliver instruments of assignment
of such insurance policies to comply with the requirements of Section
5 and cause the respective insurers to acknowledge notice of such
assignment.

(b) Prior to the expiration of each insurance policy with
respect to the Inventory, upon written request of Collateral Agent,
Pledgor shall furnish Collateral Agent with evidence satisfactory to
Collateral Agent of the reissuance of a policy continuing insurance in
force as required by this Agreement and at or prior to the date
payment of the premium therefor is due, evidence satisfactory to Agent
of such payment. In the event Pledgor fails to provide, maintain,
keep in force or deliver and furnish to Collateral Agent the policies
of insurance required by this Section 7, Collateral Agent, upon
fifteen (15) days' prior written notice to Pledgor, may procure such
insurance or single interest insurance for such risks covering
Collateral Agent's interest, and Pledgor will pay all premiums thereon
promptly upon demand by Collateral Agent, together with interest
thereon at the Prime Rate plus 3-1/2% per annum, from the date of
expenditure by Collateral Agent until reimbursement by Pledgor.

<PAGE> 132
equivalent, or a loss payable clause acceptable to Collateral Agent,
for the benefit of Collateral Agent.

(d) If, but only if, the proceeds of any insurance
policies with respect to the Inventory provided for in this Section 7
are paid to Collateral Agent, the following provisions shall be
applicable:

(i) Collateral Agent is hereby authorized to hold
such proceeds in Investments permitted by the Collateralized
Note Indenture and to pay out such proceeds with interest as
provided in this Section 7, all such interest to be the income
of Pledgor who is the owner of the insurance policy paying
such proceeds, to be held by Collateral Agent subject to the
terms and conditions of this Agreement. Pledgor shall pay all
taxes upon such income and indemnify Collateral Agent against
and save Collateral Agent harmless from all liability, loss,
cost, damage or expense, including reasonable attorneys' fees,
in connection therewith. Collateral Agent is authorized to
retain from the proceeds the necessary expenses incidental to
the collection of any such funds, and a reasonable amount for
its services in connection with the collection and
disbursement of such funds.

(ii) in case of an Event of Default which is
continuing the insurance proceeds shall be applied by
Collateral Agent in accordance with Section 14 hereof.
Otherwise, Collateral Agent shall disburse such insurance
proceeds to Pledgor, so long as it is the owner of the
Collateral for which such insurance proceeds were paid.

(iii) All insurance money received by Collateral
Agent shall be held by Collateral Agent to secure the
performance by Pledgor, the owner of the Collateral insured
thereby, of its obligations under this Agreement: first to
replace any portion of the Collateral that has been damaged,
lost, stolen or destroyed; and the remainder, if any, to pay
the Secured Obligations and indebtedness secured hereunder as
herein provided.

SECTION 8. AS TO RECEIVABLES.

(a) Pledgor shall keep its chief place of business and
chief executive offices and the offices where it keeps its records
concerning the Receivables, and all originals of all chattel paper
which evidence Receivables, at the location therefor specified in
Section 4(a) or, upon 30 days' prior written notice to Collateral
Agent, at such other locations in a jurisdiction where all action
required by Section 5 shall have been taken with respect to the
Receivables. Pledgor will hold and preserve such records and chattel
paper and will permit representatives of Collateral Agent at any time
during normal business hours to inspect and make abstracts from such
records and chattel paper.

<PAGE> 133
(b) Except as otherwise provided in this subsection (b),
Pledgor shall continue to collect, at its own expense, all amounts due
or to become due Pledgor under the Receivables. In connection with
such collections, Pledgor may take (and, at Collateral Agent's
reasonable direction, shall take) such action as Pledgor or Collateral
Agent may deem necessary or advisable to enforce collection of the
Receivables; provided, however, that Collateral Agent shall have the
right at any time after the occurrence and during the continuation of
an Event of Default to notify the account debtors or obligors under
any Receivables of the assignment of such Receivables to Collateral
Agent and to direct such account debtors or obligors to make payment
of all amounts due or to become due to Pledgor thereunder directly to
Collateral Agent and, upon such notification and at the expense of
Pledgor, to enforce collection of any such Receivables, and to adjust,
settle or compromise the amount or payment thereof, in the same manner
and to the same extent as Pledgor might have done. After the
occurrence and during the continuation of an Event of Default (i) all
amounts and proceeds (including instruments) received by Pledgor in
respect of the Receivables shall be received in trust for the benefit
of Collateral Agent hereunder, shall be segregated from other funds of
Pledgor and shall be forthwith paid over to Collateral Agent in the
same form as so received (with any necessary endorsement) to be held
as cash collateral and applied as provided by Section 14, and (ii)
Pledgor shall not adjust, settle or compromise the amount or payment
of any Receivable, or release wholly or partly any account debtor or
obligor thereof, or allow any credit or discount thereon.

(c) Pledgor will not, directly or indirectly, sell with
recourse, or discount or otherwise sell for less than the face value
thereof, any of their notes or accounts receivable; provided that
Pledgor may offer discounts in the ordinary course of business for
early payment of receivables and may negotiate settlements of bad
debts and disputed receivables in the ordinary course of business, all
in accordance with the historical practices of Pledgor and its
Subsidiaries.

SECTION 9. TRANSFERS AND OTHER LIENS. Except as otherwise
permitted by the Collateralized Note Indenture, Pledgor shall not:

(a) sell, assign (by operation of law or otherwise) or
otherwise dispose of any of the Collateral except, in respect of the
Inventory, in the ordinary course of its business.

(b) create or suffer to exist any lien, security interest
or other charge or encumbrance upon or with respect to any of the
Collateral to secure debt of any person or entity, except for the
security interest created by this Agreement and only to the extent
permitted by the Collateralized Note Indenture.

<PAGE> 134
of an Event of Default, to take any action and to execute any instrument which
Collateral Agent may deem necessary or advisable to accomplish the purposes of
this Agreement (subject to the rights of Pledgor under Section 8), including,
without limitation:

(i) to obtain and adjust insurance required to be paid to
Collateral Agent pursuant to Section 7,

(ii) to ask, demand, collect, sue for, recover, compound,
receive and give acquittance and receipts for moneys due and to become
due under or in respect of any of the Collateral,

(iii) to receive, endorse, and collect any drafts or other
instruments, documents and chattel paper, in connection with clause
(i) and (ii) above, and

(iv) to file any claims or take any action or institute
any proceedings which Collateral Agent may deem necessary or desirable
for the collection of any of the Collateral or otherwise to enforce
the rights of Collateral Agent with respect to any of the Collateral.

SECTION 11. COLLATERAL AGENT MAY PERFORM. If Pledgor fails
to perform any material agreement contained herein, Collateral Agent may itself
perform, or cause performance of, such agreement, and the reasonable expenses
so incurred in connection therewith shall be payable by Pledgor pursuant to
Section 15(b).

SECTION 12. COLLATERAL AGENT'S DUTIES. The powers conferred
on Collateral Agent hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, Collateral Agent shall
have no duty as to any Collateral or as to the taking of any necessary steps to
preserve against prior parties or any other rights pertaining to any
Collateral.

<PAGE> 135
commercially reasonable. Pledgor agrees that, to the extent notice of sale
shall be required by law, at least ten days' notice to Pledgor 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. With respect to securities
constituting Collateral, Collateral Agent shall be authorized at any such sale
(to the extent it deems it advisable to do so, in its sole discretion or as may
be required by applicable law) to restrict the prospective bidders or
purchasers to persons who in the Collateral Agent's sole judgment are
sufficiently sophisticated and who will represent and agree that they are
purchasing the securities constituting Collateral then being sold for their own
account and not with a view to the distribution or resale thereof, and upon
consummation of any such sale Collateral Agent shall have the right to assign,
transfer and deliver to the purchaser or purchasers thereof the securities
constituting Collateral so sold. If deemed necessary or appropriate by
Collateral Agent in its sole discretion in the exercise of its rights under
this Section 13, at any sale of Collateral, if permitted by law, Collateral
Agent may bid (which bid may be, in whole or in part, in the form of
cancellation of indebtedness) for and purchase the Collateral or any portion
thereof for the account of Collateral Agent. Collateral Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. Collateral Agent 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.

SECTION 14. APPLICATION OF PROCEEDS. All proceeds except for
insurance proceeds received by Collateral Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
may, in the discretion of Collateral Agent be held by Collateral Agent as
Collateral for, and/or then or at any time thereafter applied in whole or in
part by Collateral Agent against the Secured Obligations in the following order
of priority:

FIRST: To the payment of the costs and expenses of such sale,
collection or other realization, and all expenses, liabilities and advances
made or incurred by Collateral Agent in connection therewith, in accordance
with Section 15;

SECOND: After payment in full of the amounts specified in the
preceding subparagraph, to the payment of all of the Secured Obligations in
accordance with the terms of the Intercreditor Agreement; and

THIRD: After payment in full of the amounts specified in the
preceding subparagraphs, to the payment to or upon the order of Pledgor, or to
whomsoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct, of any surplus then remaining from such
proceeds.

SECTION 15. INDEMNITY AND EXPENSES.

(a) Pledgor agrees to indemnify Collateral Agent from and
against any and all claims, losses and liabilities growing out of or
resulting from this Agreement

<PAGE> 136
(including, without limitation, enforcement of this Agreement), except
claims, losses or liabilities resulting from Collateral Agent's gross
negligence or willful misconduct.

(b) Pledgor agrees to pay upon demand to Collateral Agent
the amount of any and all reasonable expenses, including the
reasonable fees and disbursements of counsel and of any experts and
agents, which Collateral Agent may incur in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use
or operation of, or the sale of, collection from, or other realization
upon, any of the Collateral, (iii) the exercise or enforcement of any
of the rights of Collateral Agent hereunder or (iv) the failure by
Pledgor to perform or observe any of the provisions hereof.

SECTION 16. AMENDMENTS; ETC. No amendment or waiver of any
provision of this Agreement nor consent to any departure by Pledgor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by Collateral Agent and Pledgor, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

SECTION 17. ADDRESSES FOR NOTICES. All notices or other
communications provided for hereunder shall be given in the manner, be
delivered at the addresses and shall become effective as provided for in the
notices provision contained in the Intercreditor Agreement.

SECTION 18. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES.
This Agreement shall create a continuing security interest in the Collateral
and shall (i) remain in full force and effect until payment in full of the
Secured Obligations, the cancellation or expiration of all Letters of Credit
and the cancellation or termination of all commitments to issue Letters of
Credit, (ii) be binding upon Pledgor, its successors and assigns, and (iii)
inure, together with the rights and remedies of Collateral Agent and Secured
Parties hereunder, to the benefit of Collateral Agent, Secured Parties and
their respective successors, transferees and assigns. Without limiting the
generality of the foregoing clause (iii), but subject to any restrictions on
transfer of the Senior Notes contained in the Collateralized Note Indenture,
each Secured Party may assign or otherwise transfer any Senior Note held by it
to any other person or entity, and such other person or entity shall thereupon
become vested with all the benefits in respect thereof granted to such Secured
Party herein or otherwise. Upon the payment in full of the Secured
Obligations, the cancellation or expiration of all Letters of Credit and the
cancellation or termination of all commitments to issue Letters of Credit,
Pledgor shall be entitled to the return, upon its request and at its expense,
of such of the Collateral as shall not have been sold or otherwise applied
pursuant to the terms hereof.

<PAGE> 137
without limitation, the release or substitution of Collateral) solely in
accordance with this Agreement and the Intercreditor Agreement. Collateral
Agent may resign and a successor Collateral Agent may be appointed in the
manner provided in the Intercreditor Agreement. Upon the acceptance of any
appointment as a Collateral Agent by a successor Collateral Agent, that
successor Collateral Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Collateral Agent
under this Agreement, and the retiring Collateral Agent shall thereupon be
discharged from its duties and obligations under this Agreement and shall
deliver any Collateral in its possession to the successor Collateral Agent.
After any retiring Collateral Agent's resignation, the provisions of this
Agreement shall inure to its benefit as to any actions taken or omitted to be
taken by it under this Agreement while it was Collateral Agent.

SECTION 20. GOVERNING LAW; TERMS. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN OR IN THE INTERCREDITOR
AGREEMENT, TERMS USED IN ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE IN THE STATE
OF NEW YORK ARE USED HEREIN AS THEREIN DEFINED.

SECTION 21. COUNTERPARTS. This Agreement and any amendments,
waivers, consents or supplements may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same
instrument.

[Remainder of page intentionally omitted.]

<PAGE> 138

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

HUNTWAY PARTNERS, L.P.

BY: HUNTWAY MANAGING PARTNER, L.P.,
its Managing General Partner

By: Reprise Holdings, Inc., its
General Partner

By: The Huntway Division of Reprise
Holdings, Inc.

By: ___________________________

Title: ________________________

Notice Address:

Huntway Refining Company
25129 The Old Road, Suite 322
Newhall, California 81381

UNITED STATES TRUST COMPANY
OF NEW YORK, as Collateral Agent

By: ___________________________

Title: ________________________

Notice Address:

114 West 47th Street
New York, New York
Attention: Corporate Trust Department

S-1

<PAGE> 139
SCHEDULE I

AMENDED AND RESTATED CURRENT ASSETS
PLEDGE AND SECURITY AGREEMENT

Locations of Inventory:

(1) 1601 N. Alameda Avenue, Wilmington, California

(2) 3001 Park Road, Benecia, California

(3) GATX Terminal, Berth 172, Los Angeles, California

(4) 54145 East Randolph Road, Casa Grande, Arizona 85222

I-1

<PAGE> 140
SCHEDULE II

AMENDED AND RESTATED CURRENT ASSETS
PLEDGE AND SECURITY AGREEMENT

Chief Places of Business/Executive Offices of
Huntway/Locations of Receivables:

23822 West Valencia Boulevard
Suite 120
Valencia, California 91355

25129 The Old Road, Suite 322
Newhall, California 91381

II-1

<PAGE> 141

EXHIBIT D-3

AMENDED AND RESTATED HUNTWAY PLEDGE AND SECURITY AGREEMENT

This AMENDED AND RESTATED HUNTWAY PLEDGE AND SECURITY
AGREEMENT (this "Agreement") is dated as of December 12, 1996 and is made by
and between HUNTWAY PARTNERS, L.P., a Delaware limited partnership ("Pledgor"),
and UNITED STATES TRUST COMPANY OF NEW YORK, as Collateral Agent for and
representative of ("Collateral Agent") the Secured Parties (as defined in the
Intercreditor Agreement referred to below).

R E C I T A L S

WHEREAS, Pledgor and Bankers Trust Company ("Bankers") entered
into that certain Huntway Pledge and Security Agreement (the "Original Security
Agreement") dated as of May 31, 1989, pursuant to which Pledgor granted a
security interest in certain of its assets to secure certain obligations owed
to Bankers;

WHEREAS, the Original Security Agreement was amended pursuant
to that certain Modification of Huntway Pledge and Security Agreement dated as
of June 22, 1993 by and among Pledgor, Bankers and Collateral Agent, pursuant
to which Bankers assigned the security interest created by the Original
Security Agreement to the Collateral Agent and substituted Collateral Agent for
Bankers as the secured party thereunder (the Original Security Agreement, as so
modified and assigned, being the "Existing Security Agreement");

WHEREAS, Pledgor is a debtor and debtor in possession under
chapter 11 of Title 11 of the United States Code, having commenced a bankruptcy
case on November 12, 1996;

WHEREAS, on November 12, 1996, Pledgor submitted to the United
States Bankruptcy Court for the District of Delaware (the "Court") a Plan of
Reorganization dated November 12, 1996 (the "Plan") and on December 12, 1996,
the Court confirmed the Plan;

WHEREAS, pursuant to the Plan, Pledgor will, among other
things, (i) enter into the Collateralized Note Indenture and issue Senior Notes
(Other) in an original aggregate principal amount of $14,400,000.00 and a
Senior Note (Sunbelt IDB) in the original aggregate principal amount of
$9,100,000.00 pursuant to the Collateralized Note Indenture, (ii) amend the
Existing Letter of Credit Agreement pursuant to the First Amendment to Letter
of Credit Agreement (said letter of credit agreement, as so amended and as it
may hereafter be further amended, supplemented, restated, or otherwise modified
from time to

<PAGE> 142

time being the "Letter of Credit Agreement") and (iii) amend and restate the
Existing Security Agreement pursuant to this Agreement;

WHEREAS, Pledgor and Collateral Agent desire to amend and
restate the Existing Security Agreement in order to provide that it shall
secure the payment and performance of all Secured Obligations (as such term is
defined in the Intercreditor Agreement), including, without limitation, all
obligations in respect of the Collateralized Note Indenture, the Senior Notes
and the Letter of Credit Agreement;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the parties hereto shall have entered into this Agreement;

SECTION 1. PLEDGE. Pledgor hereby pledges to Collateral
Agent for its benefit and the ratable benefit of the Secured Parties, and
grants to Collateral Agent for its benefit and the ratable benefit of the
Secured Parties a security interest in, the following and the proceeds thereof
(the "Pledged Collateral"):

All of the general partnership interests of Sunbelt Refining
Company, L.P., a Delaware limited partnership ("Sunbelt") in which
Pledgor has any legal, equitable or beneficial interest (the "Pledged
Huntway General Partnership Interests"), including, without limitation
all of the general partnership interests of Sunbelt identified on
Schedule A hereto, and the blank assignment representing the Pledged
Huntway General Partnership Interests, and all distributions, cash,
instruments and other property from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all
of the Pledged Huntway General Partnership Interests.

<PAGE> 143

362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all Secured
Obligations including, without limitation, all obligations under the
Collateralized Note Indenture, the Senior Notes, the Letter of Credit
Agreement, any Replacement Letter of Credit Agreement, and all reimbursement
obligations in respect of letters of credit issued thereunder, whether for
principal, interest (including, without limitation, interest, that but for the
filing of a petition in bankruptcy with respect to Pledgor or Sunbelt, would
accrue on such obligations), fees, expenses or otherwise and all obligations of
Pledgor now or hereafter existing under this Agreement (all such obligations
are referred to herein as the "Secured Obligations").

SECTION 3. DELIVERY OF PLEDGED COLLATERAL. All instruments
representing or evidencing the Pledged Collateral shall be delivered to and
held by or on behalf of Collateral Agent pursuant hereto and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to Collateral Agent. Collateral Agent shall have the
right, upon the occurrence and during the continuance of an Event of Default,
without notice to Pledgor, to transfer to or to register in the name of
Collateral Agent or any of its nominees any or all of the Pledged Collateral,
subject only to the revocable rights specified in Section 6(a). In addition,
Collateral Agent shall have the right at any time to exchange certificates or
instruments representing or evidencing Pledged Collateral for certificates or
instruments of smaller or larger denominations.

SECTION 4. REPRESENTATIONS AND WARRANTIES. Pledgor
represents and warrants as follows:

(a) The Pledged Collateral has been duly authorized and
validly issued and is fully paid and non-assessable. The Pledged Collateral
represents all of the outstanding general partnership interests of Sunbelt.

(b) At the time of delivery of the Pledged Collateral to
Collateral Agent pursuant to Section 3 of this Agreement, Pledgor will be the
legal and beneficial owner of the Pledged Collateral free and clear of any
lien, security interest, option or other charge or encumbrance except for the
security interest created by this Agreement.

(c) The pledge of the Pledged Collateral pursuant to this
Agreement and delivery of the certificates representing the Pledged Collateral
creates a valid and perfected first priority security interest in the Pledged
Collateral, securing the payment of the Secured Obligations.

(d) No authorization, approval, or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required either (i) for the pledge by Pledgor of the Pledged Collateral
pursuant to this Agreement or for the execution, delivery or performance of
this Agreement by Pledgor or (ii) for the exercise of the voting or other
rights provided for in this Agreement or the remedies in respect of the Pledged
Collateral pursuant to this Agreement (except as may be required in connection
with such disposition by laws affecting the offering and sale of securities
generally).

<PAGE> 144

SECTION 5. FURTHER ASSURANCES. Pledgor agrees that at any
time and from time to time, at the expense of Pledgor, Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action that may be necessary or desirable, or that Collateral Agent may
reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable Collateral Agent to
exercise and enforce its rights and remedies hereunder with respect to any
Pledged Collateral. Pledgor further agrees that it will not permit any
amendment or alteration to Sunbelt's limited partnership agreement without the
express prior written consent of Collateral Agent.

SECTION 6. VOTING RIGHTS; DIVIDENDS; ETC. (a) So long as no
Event of Default shall have occurred and be continuing:

(i) Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged
Collateral or any part thereof for any purpose not inconsistent with
the terms of this Agreement or the Collateralized Note Indenture;
provided, however, that Pledgor shall not exercise or refrain from
exercising any such right if, in Collateral Agent's judgment, such
action would have a material adverse effect on the value of the
Pledged Collateral or any part thereof.

(ii) Pledgor shall be entitled to receive and retain any
and all distributions and interest paid in respect of the Pledged
Collateral; provided, however, that any and all

(A) distributions and interest paid or payable
other than in cash in respect of, and instruments and other
property received, receivable or otherwise distributed in
respect of, or in exchange for, any Pledged Collateral,

(B) distributions paid or payable in cash in
respect of any Pledged Collateral in connection with a partial
or total liquidation or dissolution or in connection with a
reduction of capital, capital surplus or paid-in-surplus, and

(C) cash paid, payable or otherwise distributed
in respect of principal of, or in redemption of, or in
exchange for, any Pledged Collateral,

shall be, and shall be forthwith delivered to Collateral Agent to hold
as, Pledged Collateral and shall, if received by Pledgor, be received
in trust for the benefit of Collateral Agent, be segregated from the
other property or funds of Pledgor, and be forthwith delivered to
Collateral Agent as Pledged Collateral in the same form as so received
(with any necessary endorsement).

(iii) Collateral Agent shall execute and deliver (or cause
to be executed and delivered) to Pledgor all such proxies and other
instruments as Pledgor may reasonably request for the purpose of
enabling Pledgor to exercise the voting and other rights which it is
entitled to exercise pursuant to paragraph (i) above and to

<PAGE> 145

receive the dividends or interest payments which it is authorized to
receive and retain pursuant to paragraph (ii) above.

Any cash so held shall, pursuant to the written instructions of
Pledgor, be invested by Collateral Agent in accordance with the terms
of the Intercreditor Agreement.

(b) Upon the occurrence and during the continuance of an
Event of Default, all rights of Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise pursuant to
Section 6(a)(i) and to receive the dividends and interest payments which it
would otherwise be authorized to receive and retain pursuant to Section
6(a)(ii) shall cease, and all such rights shall thereupon become vested in
Collateral Agent, so long as an Event of Default shall continue, who shall
thereupon have the sole right to exercise such voting and other consensual
rights and to receive and hold as Pledged Collateral such dividends and
interest payments. Collateral Agent shall execute and deliver such instruments
evidencing Pledgor's right to exercise such voting rights as Pledgor may
reasonably request.

SECTION 7. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. Upon
the occurrence and during the continuance of an Event of Default, Pledgor
hereby appoints Collateral Agent as Pledgor's attorney-in-fact, with full
authority in the place and stead of Pledgor and in the name of Pledgor or
otherwise, from time to time in Collateral Agent's discretion to take any
action and to execute any instrument which Collateral Agent may deem necessary
or advisable to accomplish the purposes of this Agreement, including, without
limitation, to receive, indorse and collect all instruments made payable to
Pledgor representing any dividend, interest payment or other distribution in
respect of the Pledged Collateral or any part thereof and to give full
discharge for the same.

SECTION 8. COLLATERAL AGENT MAY PERFORM. If Pledgor fails to
perform any agreement contained herein after receipt of a written request to do
so from Collateral Agent, Collateral Agent may itself act reasonably to
perform, or cause performance of, such agreement, and the expenses of
Collateral Agent incurred in connection therewith shall be payable by the
Pledgor under Section 11.

SECTION 9. REASONABLE CARE. Collateral Agent shall be deemed
to have exercised reasonable care in the custody and preservation of the
Pledged Collateral in its possession if the Pledged Collateral is accorded
treatment substantially equivalent to that which Collateral Agent accords its
own property consisting of negotiable securities, it being understood that
Collateral Agent shall not have responsibility for (i) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Pledged Collateral, whether or not Collateral
Agent has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any parties with respect to any
Pledged Collateral unless so reasonably requested by Pledgor.

SECTION 10. REMEDIES UPON DEFAULT. If any Event of Default
shall have occurred and be continuing:

<PAGE> 146

(a) Collateral Agent may exercise in respect of the
Pledged Collateral, in addition to other rights and remedies provided
for herein or otherwise available to it, all the rights and remedies
of a secured party on default under the Uniform Commercial Code (the
"Code") in effect in the State of New York at that time, and
Collateral Agent may also, without notice except as specified below,
sell the Pledged 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 Collateral Agent's offices or elsewhere, for cash, on credit or for
future delivery, and at such price or prices and upon such other terms
as Collateral Agent may deem commercially reasonable. Pledgor agrees
that, to the extent notice of sale shall be required by law, at least
ten days' notice to Pledgor 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. Collateral Agent shall not be
obligated to make any sale of Pledged Collateral regardless of notice
of sale having been given. Collateral Agent 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.

(b) Any cash held by Collateral Agent as Pledged Collateral
and all cash proceeds received by Collateral Agent in respect of any
sale of, collection from, or other realization upon all or any part of
the Pledged Collateral shall, as soon as reasonably practicable, be
applied (after payment of any amounts payable to Collateral Agent
pursuant to Section 11) in whole or in part by Collateral Agent
against all or any part of the Secured Obligations in accordance with
the terms of the Intercreditor Agreement. Any surplus of such cash or
cash proceeds held by Collateral Agent and remaining after payment in
full of all the Secured Obligations shall be paid over to Pledgor or
to whomsoever may be lawfully entitled to receive such surplus.

SECTION 11. EXPENSES. Pledgor will, upon demand, pay to
Collateral Agent the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents,
which Collateral Agent may incur in connection with (i) the administration of
this Agreement, (ii) the custody or preservation of, or the sale of, collection
from, or other realization upon, any of the Pledged Collateral, (iii) the
exercise or enforcement of any of the rights of Collateral Agent hereunder or
(iv) the failure by Pledgor to perform or observe any of the provisions hereof.

SECTION 12. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by Pledgor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by Collateral Agent, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it is given.

SECTION 13. ADDRESSES FOR NOTICES. All notices or other
communications provided for hereunder shall be given in the manner, be
delivered at the addresses and shall become effective as provided for in the
notices provision contained in the Intercreditor Agreement.

<PAGE> 147

SECTION 14. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES.
This Agreement shall create a continuing security interest in the Pledged
Collateral and shall (i) remain in full force and effect until payment in full
of the Secured Obligations, the cancellation or expiration of all Letters of
Credit and the cancellation or termination of all commitments to issue Letters
of Credit, (ii) be binding upon Pledgor, its successors and assigns, and (iii)
inure, together with the rights and remedies of Collateral Agent and Secured
Parties hereunder, to the benefit of Collateral Agent, Secured Parties and
their respective successors, transferees and assigns. Without limiting the
generality of the foregoing clause (iii), but subject to any restrictions on
transfers of Senior Notes contained in the Collateralized Note Indenture, each
Secured Party may assign or otherwise transfer any Senior Note held by it to
any other person or entity, and such other person or entity shall thereupon
become vested with all the benefits in respect thereof granted to such Secured
Party herein or otherwise. Upon the payment in full of the Secured
Obligations, the cancellation or expiration of all Letters of Credit and the
cancellation or termination of all commitments to issue Letters of Credit,
Pledgor shall be entitled to the return, upon its request and at its expense,
of such of the Pledged Collateral as shall not have been sold or otherwise
applied pursuant to the terms hereof.

SECTION 15. COLLATERAL AGENT. Collateral Agent has been
appointed as Collateral Agent hereunder pursuant to the Intercreditor Agreement
by the Secured Parties, and shall be entitled to the benefits of the
Intercreditor Agreement. Collateral Agent shall be obligated, and shall have
the right hereunder, to make demands, to give notices, to exercise or refrain
from exercising any rights, and to take or refrain from taking action
(including, without limitation, the release or substitution of Pledged
Collateral) solely in accordance with this Agreement and the Intercreditor
Agreement. Collateral Agent may resign and a successor Collateral Agent may be
appointed in the manner provided in the Intercreditor Agreement. Upon the
acceptance of any appointment as a Collateral Agent by a successor Collateral
Agent, that successor Collateral Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent under this Agreement, and the retiring Collateral Agent shall
thereupon be discharged from its duties and obligations under this Agreement
and shall deliver any Pledged Collateral in its possession to the successor
Collateral Agent. After any retiring Collateral Agent's resignation, the
provisions of this Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it under this Agreement while it was Collateral
Agent.

SECTION 16. GOVERNING LAW; TERMS. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN OR IN THE INTERCREDITOR
AGREEMENT, TERMS DEFINED IN ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE IN THE
STATE OF NEW YORK ARE USED HEREIN AS THEREIN DEFINED.

[Remainder of page intentionally omitted.]

<PAGE> 148

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

HUNTWAY PARTNERS, L.P.

BY: HUNTWAY MANAGING PARTNER, L.P.,
its Managing General Partner

By: Reprise Holdings, Inc., its
General Partner

By: The Huntway Division of
Reprise Holdings, Inc.

By: ___________________________

Title: ________________________

Notice Address:

P.O. Box 7033
Van Nuys, California 91409
Attention: Chief Financial Officer

UNITED STATES TRUST COMPANY OF NEW
YORK, as Collateral Agent

By: ___________________________

Title: ________________________

Notice Address:

114 West 47th Street
New York, New York
Attention: Corporate Trust Department

S-1

<PAGE> 149
SCHEDULE A

All of the General Partnership Interests of Sunbelt.

A-1

<PAGE> 150

EXHIBIT D-4

AMENDED AND RESTATED SUNBELT PLEDGE AND SECURITY AGREEMENT

This AMENDED AND RESTATED SUNBELT PLEDGE AND SECURITY
AGREEMENT (this "Agreement") is dated as of December 12, 1996 and is made by
and between SUNBELT REFINING COMPANY, L.P., a Delaware limited partnership
("Pledgor"), and UNITED STATES TRUST COMPANY OF NEW YORK, as Collateral Agent
for and representative of ("Collateral Agent") the Secured Parties (as defined
in the Intercreditor Agreement referred to below).

RECITALS

WHEREAS, Pledgor and Bankers Trust Company ("Bankers") entered
into that certain Sunbelt Pledge and Security Agreement (the "Original Security
Agreement") dated as of May 31, 1989, pursuant to which Sunbelt granted a
security interest in certain of its assets to secure certain obligations owed
to Bankers;

WHEREAS, the Original Security Agreement was amended pursuant
to that certain Modification of Sunbelt Pledge and Security Agreement dated as
of June 22, 1993 by and among Pledgor, Bankers and Collateral Agent, pursuant
to which Bankers assigned the security interest created by the Original
Security Agreement to the Collateral Agent and substituted Collateral Agent for
Bankers the secured party thereunder (the Original Security Agreement, as so
modified and assigned, being the "Existing Security Agreement");

WHEREAS, pursuant to the Plan, Huntway will, among other
things, (i) enter into the Collateralized Note Indenture and issue Senior Notes
(Other) in an original aggregate principal amount of $14,400,000.00 and a
Senior Note (Sunbelt IDB) in the original aggregate principal amount of
$9,100,000.00 pursuant to the Collateralized Note Indenture, (ii) amend the
Existing Letter of Credit Agreement pursuant to the First Amendment to Letter
of Credit Agreement dated as of December 12, 1996 (said letter of credit
agreement, as so amended and as it may hereafter be further amended,
supplemented, restated, or otherwise modified from time to time being the
"Letter of Credit Agreement") and (iii) amend and restate the Existing Security
Agreement pursuant to this Agreement;

<PAGE> 151

WHEREAS, Pledgor has entered into that certain Sunbelt
Guaranty Agreement dated as of December 22, 1989 (the "Original Guaranty
Agreement");

WHEREAS, the Original Guaranty Agreement was amended pursuant
to that certain Modification of Sunbelt Guaranty Agreement dated as of June 22,
1993 by and between Pledgor and Bankers pursuant to which Bankers assigned its
rights under the Original Guaranty Agreement to certain creditors and certain
terms of the Original Guaranty Agreement were modified (the Original Guaranty
Agreement, as so modified and assigned, being the "Existing Guaranty
Agreement");

WHEREAS, Pledgor and Collateral Agent have agreed to amend and
restate the Existing Guaranty Agreement pursuant to that certain Amended and
Restated Sunbelt Guaranty Agreement dated as of the date hereof (said
agreement, as so amended and restated and as it may hereafter be further
amended, supplemented, restated or otherwise modified from time to time, being
the "Guaranty") in order to provide that it shall guaranty the payment and
performance of all Secured Obligations (as such term is defined in the
Intercreditor Agreement) including, without limitation, all obligations in
respect of the Collateralized Note Indenture, the Senior Notes and the Letter
of Credit Agreement;

WHEREAS, Pledgor and Collateral Agent desire to amend and
restate the Existing Security Agreement in order to provide that it shall
secure the payment and performance of all obligations under the Guaranty and
the Secured Obligations;

WHEREAS, pursuant to the Plan, the holders of the Senior
Notes, Bankers, as letter of credit bank under the Letter of Credit Agreement
and Collateral Agent have entered into that certain Intercreditor and
Collateral Trust Agreement dated as of December 12, 1996 (said agreement, as it
may hereafter be amended, supplemented, restated, or otherwise modified from
time to time being the "Intercreditor Agreement"; capitalized terms used herein
without definition have the meanings assigned thereto in the Intercreditor
Agreement) pursuant to which the parties thereto have set forth their agreement
regarding the decision making process with respect to exercise of remedies
under this Agreement and the other Collateral Documents;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the parties hereto shall have entered into this Agreement;

SECTION 1. GRANT OF SECURITY. Pledgor hereby assigns and
pledges to Collateral Agent for its benefit and the ratable benefit of the
Secured Parties, grants to Collateral Agent for its benefit and the ratable
benefit of the Secured Parties a security interest in, the following and the
proceeds thereof (the "Collateral"):

<PAGE> 152

(a) All inventory in all of its forms, wherever located,
now or hereafter existing including, but not limited to, (i) all raw
materials and work in progress therefor, finished goods thereof, and
materials used or consumed in the manufacture or production thereof;
(ii) inventory, including the flow of oil through pipes into the
refineries, in which Sunbelt has any interest in mass or a joint or
other interest or right of any kind; (iii) goods which are returned to
or repossessed by Sunbelt; and (iv) all additions and accessions
thereto and replacements therefor and products thereof, (any and all
such inventory, additions, accessions, replacements and products being
the "Inventory");

(b) All accounts, contract rights, chattel paper,
instruments, general intangibles and other obligations of any kind,
whether long-term or short-term, now or hereafter existing, to the
extent arising out of or in connection with the sale or lease of
goods, and all rights now or hereafter existing in and to all security
agreements and other contracts securing or otherwise relating to any
such accounts, contract rights, chattel paper and instruments, to the
extent arising out of or in connection with the sale of goods (any and
all such accounts, contract rights, chattel paper and instruments
being the "Receivables," and any and all such leases, security
agreements and other contracts being the "Related Contracts");

(d) All proceeds of any and all of the foregoing
Collateral and, to the extent not otherwise included, all payments
under insurance (whether or not Collateral Agent is the loss payee
thereof), or any indemnity, warranty or guaranty, to the extent
payable by reason of loss or damage to or otherwise with respect to
any of the Inventory and Receivables. For purposes of this Agreement
the term "proceeds" includes whatever is receivable or received when
Collateral or proceeds are sold, collected, exchanged or otherwise
disposed of, whether such disposition is voluntary or involuntary, and
includes, without limitation, all rights to payment, including
returned premiums, with respect to any insurance relating thereto.

SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures,
and the Collateral is collateral security for, the prompt payment or
performance in full when due, whether at stated maturity, by acceleration or
otherwise (including the payment of amounts that would become due but for the
operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11
U.S.C. Section 362(a)), of all obligations under the Guaranty and all Secured
Obligations (as such term is defined in the Intercreditor Agreement), whether
now existing or hereafter arising, whether for principal, interest (including,
without limitation, interest, that but for the filing of a petition in
bankruptcy with respect to Huntway or Pledgor, would accrue on such
obligations), fees, expenses or otherwise and all obligations of Pledgor now

<PAGE> 153

or hereafter existing under this Agreement (all such obligations are referred
to herein as the "Secured Obligations").

SECTION 4. REPRESENTATIONS AND WARRANTIES. Pledgor represents
and warrants as follows.

<PAGE> 154

or foreign trademark office necessary to perfect the security interest
created hereunder, to Pledgor's best knowledge, no authorization,
approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required either (i) for
the grant by Pledgor of the security interest in the Collateral
pursuant to this Agreement or for the execution, delivery or
performance of this Agreement by Pledgor, or (ii) for the perfection
of such security interest or the exercise by Collateral Agent of the
rights and remedies provided for in this Agreement.

SECTION 5. FURTHER ASSURANCES.

<PAGE> 155

SECTION 7. INSURANCE: CONDEMNATION AWARDS.

<PAGE> 156

Collateral Agent, upon fifteen (15) days' prior written notice to
Pledgor, may procure such insurance or single interest insurance for
such risks covering Collateral Agent's interest, and Pledgor will pay
all premiums thereon promptly upon demand by Collateral Agent,
together with interest thereon at the Prime Rate plus 3- 1/2% per
annum, from the date of expenditure by Collateral Agent until
reimbursement by Pledgor.

(c) Subject to the provisions of Section 7(a) hereof, all
policies of insurance with respect to the Inventory required to be
furnished by Pledgor pursuant to this Section 7 shall have attached
thereto the Lender's Loss Payable Endorsement or its equivalent, or a
loss payable clause acceptable to Collateral Agent, for the benefit of
Collateral Agent.

(d) If, but only if, the proceeds of any insurance
policies with respect to the Inventory provided for in this Section 7
are paid to Collateral Agent, the following provisions shall be
applicable:

(i) Collateral Agent is hereby authorized to hold
such proceeds in Investments permitted by the Intercreditor
Agreement and to pay out such proceeds with interest as
provided in this Section 7, all such interest to be the income
of Pledgor who is the owner of the insurance policy paying
such proceeds, to be held by Collateral Agent subject to the
terms and conditions of this Agreement. Pledgor shall pay all
taxes upon such income and indemnify Collateral Agent against
and save Collateral Agent harmless from all liability, loss,
cost, damage or expense, including reasonable attorneys' fees,
in connection therewith. Collateral Agent is authorized to
retain from the proceeds the necessary expenses incidental to
the collection of any such funds, and a reasonable amount for
its services in connection with the collection and
disbursement of such funds.

<PAGE> 157

SECTION 8. AS TO RECEIVABLES.

(b) Except as otherwise provided in this subsection (b),
Pledgor shall continue to collect, at its own expense, all amounts due
or to become due Pledgor under the Receivables. In connection with
such collections, Pledgor may take (and, at Collateral Agent's
reasonable direction, shall take) such action as Pledgor or Collateral
Agent may deem necessary or advisable to enforce collection of the
Receivables; provided, however, that Collateral Agent shall have the
right at any time after the occurrence and during the continuation of
an Event of Default to notify the account debtors or obligors under
any Receivables of the assignment of such Receivables to Collateral
Agent and to direct such account debtors or obligors to make payment
of all amounts due or to become due to Pledgor thereunder directly to
Collateral Agent and, upon such notification and at the expense of
Pledgor, to enforce collection of any such Receivables, and to adjust,
settle or compromise the amount or payment thereof, in the same manner
and to the same extent as Pledgor might have done. After the
occurrence and during the continuation of an Event of Default (i) all
amounts and proceeds (including instruments) received by Pledgor in
respect of the Receivables shall be received in trust for the benefit
of Collateral Agent hereunder, shall be segregated from other funds of
Pledgor and shall be forthwith paid over to Collateral Agent in the
same form as so received (with any necessary endorsement) to be held
as cash collateral and applied as provided by Section 14, and (ii)
Pledgor shall not adjust, settle or compromise the amount or payment
of any Receivable, or release wholly or partly any account debtor or
obligor thereof, or allow any credit or discount thereon.

SECTION 9. TRANSFERS AND OTHER LIENS. Except as otherwise
permitted by the Collateralized Note Indenture, Pledgor shall not:

<PAGE> 158

(a) sell, assign (by operation of law or otherwise) or
otherwise dispose of any of the Collateral except, in respect of the
Inventory, in the ordinary course of its business.

SECTION 10. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
Pledgor hereby irrevocably appoints Collateral Agent its attorney-in-fact,
with full authority in the place and stead of Pledgor and in the name of
Pledgor, Collateral Agent or otherwise, from time to time in Collateral Agent's
discretion upon the occurrence and during the continuance of an Event of
Default, to take any action and to execute any instrument which Collateral
Agent may deem necessary or advisable to accomplish the purposes of this
Agreement (subject to the rights of Pledgor under Section 8), including,
without limitation:

(i) to obtain and adjust insurance required to be
paid to Collateral Agent pursuant to Section 7,

(ii) to ask, demand, collect, sue for, recover,
compound, receive and give acquittance and receipts for moneys
due and to become due under or in respect of any of the
Collateral,

(iii) to receive, endorse, and collect any drafts
or other instruments, documents and chattel paper, in
connection with clause (i) and (ii) above, and

(iv) to file any claims or take any action or
institute any proceedings which Collateral Agent may deem
necessary or desirable for the collection of any of the
Collateral or otherwise to enforce the rights of Collateral
Agent with respect to any of the Collateral.

SECTION 12. COLLATERAL AGENT'S DUTIES. The powers conferred
on Collateral Agent hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, Collateral Agent shall
have no duty as to any Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any
Collateral.

<PAGE> 159

SECTION 13. REMEDIES. If any Event of Default shall have
occurred and be continuing, Collateral Agent may exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party on
default under the Uniform Commercial Code (the "Code") (whether or not the Code
applies to the affected Collateral) and also may (i) require Pledgor, and
Pledgor hereby agrees that it will, at its expense and upon the reasonable
written request of Collateral Agent forthwith, to assemble all or part of the
Collateral owned by Pledgor as directed by Collateral Agent and make it
available to Collateral Agent at a place to be designated by Collateral Agent
which is reasonably convenient to both parties, (ii) to the full extent
permitted by law, without notice or demand or legal process, enter upon any
premises of Pledgor and take possession of the Collateral, and (iii) 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 of the Collateral Agent's
offices or elsewhere, at such time or times, for cash, on credit or for future
delivery, and at such price or prices and upon such other terms as shall be
commercially reasonable. Pledgor agrees that, to the extent notice of sale
shall be required by law, at least ten days' notice to Pledgor 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. With respect to securities
constituting Collateral, Collateral Agent shall be authorized at any such sale
(to the extent it deems it advisable to do so, in its sole discretion or as may
be required by applicable law) to restrict the prospective bidders or
purchasers to persons who in the Collateral Agent's sole judgment are
sufficiently sophisticated and who will represent and agree that they are
purchasing the securities constituting Collateral then being sold for their own
account and not with a view to the distribution or resale thereof, and upon
consummation of any such sale Collateral Agent shall have the right to assign,
transfer and deliver to the purchaser or purchasers thereof the securities
constituting Collateral so sold. If deemed necessary or appropriate by
Collateral Agent in its sole discretion in the exercise of its rights under
this Section 13, at any sale of Collateral, if permitted by law, Collateral
Agent may bid (which bid may be, in whole or in part, in the form of
cancellation of indebtedness) for and purchase the Collateral or any portion
thereof for the account of Collateral Agent. Collateral Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. Collateral Agent 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.

<PAGE> 160

SECOND: After payment in full of the amounts specified in the
preceding subparagraph, to the payment of all of the Secured Obligations in
accordance with the terms of the Intercreditor Agreement; and

SECTION 15. INDEMNITY AND EXPENSES.

(a) Pledgor agrees to indemnify Collateral Agent from and
against any and all claims, losses and liabilities growing out of or
resulting from this Agreement (including, without limitation,
enforcement of this Agreement), except claims, losses or liabilities
resulting from Collateral Agent's gross negligence or willful
misconduct.

<PAGE> 161

Indenture, each Secured Party may assign or otherwise transfer any Senior Note
held by it to any other person or entity, and such other person or entity shall
thereupon become vested with all the benefits in respect thereof granted to
such Secured Party herein or otherwise. Upon the payment in full of the
Secured Obligations, the cancellation or expiration of all Letters of Credit
and the cancellation or termination of all commitments to issue Letters of
Credit, Pledgor shall be entitled to the return, upon its request and at its
expense, of such of the Collateral as shall not have been sold or otherwise
applied pursuant to the terms hereof.

SECTION 19. COLLATERAL AGENT. Collateral Agent has been
appointed as Collateral Agent hereunder pursuant to the Intercreditor Agreement
by the Secured Parties, and shall be entitled to the benefits of the
Intercreditor Agreement. Collateral Agent shall be obligated, and shall have
the right hereunder, to make demands, to give notices, to exercise or refrain
from exercising any rights, and to take or refrain from taking action
(including, without limitation, the release or substitution of Collateral)
solely in accordance with this Agreement and the Intercreditor Agreement.
Collateral Agent may resign and a successor Collateral Agent may be appointed
in the manner provided in the Intercreditor Agreement. Upon the acceptance of
any appointment as a Collateral Agent by a successor Collateral Agent, that
successor Collateral Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Collateral Agent
under this Agreement, and the retiring Collateral Agent shall thereupon be
discharged from its duties and obligations under this Agreement and shall
deliver any Collateral in its possession to the successor Collateral Agent.
After any retiring Collateral Agent's resignation, the provisions of this
Agreement shall inure to its benefit as to any actions taken or omitted to be
taken by it under this Agreement while it was Collateral Agent.

[Remainder of page intentionally omitted.]

<PAGE> 162

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

SUNBELT REFINING COMPANY, L.P.

BY: HUNTWAY PARTNERS, L.P., its
sole General Partner

BY: HUNTWAY MANAGING PARTNER, L.P.,
its Managing General Partner

By: Reprise Holdings, Inc.,
its General Partner

By: The Huntway Division of
Reprise Holdings, Inc.

By: _________________________
Title: ______________________

Notice Address:

25129 The Old Road
Suite 322
Newhall, California 91381
Attention: Mr. Warren Nelson

UNITED STATES TRUST
COMPANY OF NEW YORK, as
Collateral Agent

By: _________________________
Title: ______________________

Notice Address:

114 West 47th Street
New York, New York
Attention: Corporate Trust
Department

S-1

<PAGE> 163
SCHEDULE I

AMENDED AND RESTATED SUNBELT PLEDGE AND SECURITY AGREEMENT

Location of Inventory:

5415 E. Randolph Road
Casa Grande, Arizona 85222

I-1

<PAGE> 164
SCHEDULE II

AMENDED AND RESTATED SUNBELT PLEDGE AND SECURITY AGREEMENT

Chief Places of Business/Executive Offices of Sunbelt/Locations of Receivables:

(1) 5415 E. Randolph Road
Casa Grande, Arizona 85222

(2) 25129 The Old Road
Suite 322
Newhall, CA 91381

II-1

<PAGE> 165
EXHIBIT D-5

AMENDED AND RESTATED HUNTWAY MANAGING PARTNER
PLEDGE AND SECURITY AGREEMENT

This AMENDED AND RESTATED HUNTWAY MANAGING PARTNER PLEDGE AND
SECURITY AGREEMENT (this "Agreement") is dated as of December 12, 1996 and is
made by and between HUNTWAY MANAGING PARTNER, L.P., a Delaware limited
partnership ("Pledgor"), and UNITED STATES TRUST COMPANY OF NEW YORK, as
Collateral Agent for and representative of ("Collateral Agent") the Secured
Parties (as defined in the Intercreditor Agreement referred to below).

R E C I T A L S

WHEREAS, Pledgor and Bankers Trust Company ("Bankers") entered
into that certain Huntway Managing General Partner Pledge and Security
Agreement (the "Original Security Agreement") dated as of May 31, 1989,
pursuant to which Pledgor granted a security interest in certain of its assets
to secure certain obligations owed to Bankers;

WHEREAS, the Original Security Agreement was amended pursuant
to that certain Modification of Huntway Managing General Partner Pledge and
Security Agreement dated as of June 22, 1993 by and among Pledgor, Bankers and
Collateral Agent, pursuant to which Bankers assigned the security interest
created by the Original Security Agreement to the Collateral Agent and
substituted Collateral Agent for Bankers as the secured party thereunder (the
Original Security Agreement, as so modified and assigned, being the "Existing
Security Agreement");

WHEREAS, on November 12, 1996, Huntway submitted to the United
States Bankruptcy Court for the District of Delaware (the "Court") a Plan of
Reorganization dated November 12, 1996 (the "Plan") and on December 12, 1996,
the Court confirmed the Plan;

<PAGE> 166
WHEREAS, Pledgor has entered into that certain Huntway
Managing General Partner Guaranty Agreement dated as of May 31, 1989 (the
"Original Guaranty Agreement");

WHEREAS, the Original Guaranty Agreement was amended pursuant
to that certain Modification of Huntway Managing General Partner Guaranty
Agreement dated as of June 22, 1993 by and between Pledgor and Bankers pursuant
to which Bankers assigned its rights under the Original Guaranty Agreement to
certain creditors and certain terms of the Original Guaranty Agreement were
modified (the Original Guaranty Agreement, as so modified and assigned, being
the "Existing Guaranty Agreement");

WHEREAS, Pledgor and Collateral Agent have agreed to amend and
restate the Existing Guaranty Agreement pursuant to that certain Amended and
Restated Huntway Managing Partner Guaranty Agreement dated as of the date
hereof (said agreement, as so amended and restated and as it may hereafter be
further amended, supplemented, restated or otherwise modified from time to
time, being the "Guaranty") in order to provide that it shall guaranty the
payment and performance of all Secured Obligations including, without
limitation, all obligations in respect of the Collateralized Note Indenture,
the Senior Notes and the Letter of Credit Agreement;

WHEREAS, Pledgor and the Collateral Agent desire to amend and
restate the Existing Security Agreement in order to provide that it shall
secure the payment and performance of all obligations under the Guaranty;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the parties hereto shall have entered into this Agreement;

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<PAGE> 167
All of the general partnership interests of Huntway
in which Pledgor has any legal, equitable or beneficial interest (the
"Pledged Huntway Managing General Partner General Partnership
Interests"), including, without limitation all of the general
partnership interests of Huntway identified on Schedule A hereto, and
the blank assignment representing the Pledged Huntway Managing General
Partner General Partnership Interests, and all distributions, cash,
instruments and other property from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all
of the Pledged Huntway Managing General Partner General Partnership
Interests.

SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures,
and the Pledged Collateral is collateral security for, the prompt payment or
performance in full when due, whether at stated maturity, by acceleration or
otherwise (including the payment of amounts that would become due but for the
operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11
U.S.C. Section 362(a)), of all obligations of Pledgor under the Guaranty,
whether now existing or hereafter arising, whether for principal, interest
(including, without limitation, interest, that but for the filing of a petition
in bankruptcy with respect to Huntway or Sunbelt Refining Company, L.P., a
Delaware limited partnership ("Sunbelt"), would accrue on such obligations),
fees, expenses or otherwise and all obligations of Pledgor now or hereafter
existing under this Agreement (all such obligations are referred to herein as
the "Secured Obligations").

SECTION 4. REPRESENTATIONS AND WARRANTIES. Pledgor
represents and warrants as follows:

(a) The Pledged Collateral has been duly authorized and
validly issued. The Pledged Collateral and the Pledged Huntway Special General
Partner Partnership Interests represent all of the outstanding general
partnership interests of Huntway.

3
<PAGE> 168
(c) The pledge of the Pledged Collateral pursuant to this
Agreement and delivery of the certificates representing the Pledged Collateral
creates a valid and perfected first priority security interest in the Pledged
Collateral, securing the payment of the Secured Obligations.

(d) No authorization, approval, or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required either (i) for the pledge by Pledgor of the Pledged Collateral
pursuant to this Agreement or for the execution, delivery or performance of
this Agreement by Pledgor or (ii) for the exercise by Collateral Agent of the
voting or other rights provided for in this Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Agreement (except as may be
required in connection with such disposition by laws affecting the offering and
sale of securities generally).

SECTION 5. FURTHER ASSURANCES. Pledgor agrees that at any
time and from time to time, at the expense of Pledgor, Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action that may be necessary or desirable, or that Collateral Agent may
reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable Collateral Agent to
exercise and enforce its rights and remedies hereunder with respect to any
Pledged Collateral. Pledgor further agrees that it will not permit any
amendment or alteration to Huntway's limited partnership agreement that would
result in a breach or violation of the Collateralized Note Indenture, without
the express prior written consent of Collateral Agent.

SECTION 6. VOTING RIGHTS; DIVIDENDS; ETC. (a) So long as no
Event of Default shall have occurred and be continuing:

(ii) Pledgor shall be entitled to receive and retain any
and all distributions and interest paid in respect of the Pledged
Collateral; provided, however, that any and all

4
<PAGE> 169
(C) cash paid, payable or otherwise distributed
in respect of principal of, or in redemption of, or in
exchange for, any Pledged Collateral,

Any cash so held shall, pursuant to the written instructions of
Pledgor, be invested by Collateral Agent in accordance with the terms
of the Intercreditor Agreement.

SECTION 7. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. Upon
the occurrence and during the continuance of an Event of Default Pledgor hereby
appoints Collateral Agent as Pledgor's attorney-in-fact, with full authority in
the place and stead of Pledgor and in the name of Pledgor or otherwise, from
time to time in Collateral Agent's discretion to take any action and to execute
any instrument which Collateral Agent may deem necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation, to
receive, indorse and collect all instruments made payable to Pledgor
representing any dividend, interest payment or other distribution in respect of
the Pledged Collateral or any part thereof and to give full discharge for the
same.

5
<PAGE> 170
SECTION 9. REASONABLE CARE. Collateral Agent shall be deemed
to have exercised reasonable care in the custody and preservation of the
Pledged Collateral in its possession if the Pledged Collateral is accorded
treatment substantially equivalent to that which Collateral Agent accords its
own property consisting of negotiable securities, it being understood that
Collateral Agent shall not have responsibility for (i) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Pledged Collateral, whether or not Collateral
Agent has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any parties with respect to any
Pledged Collateral unless so reasonably requested by Pledgor.

SECTION 10. REMEDIES UPON DEFAULT. If any Event of Default
shall have occurred and be continuing:

(a) Collateral Agent may exercise in respect of the
Pledged Collateral, in addition to other rights and remedies provided
for herein or otherwise available to it, all the rights and remedies
of a secured party on default under the Uniform Commercial Code (the
"Code") in effect in the State of New York at that time, and
Collateral Agent may also, without notice except as specified below,
sell the Pledged 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 Collateral Agent's offices or elsewhere, for cash, on credit or for
future delivery, and at such prices or prices and upon such other
terms as Collateral Agent may deem commercially reasonable. Pledgor
agrees that, to the extent notice of sale shall be required by law, at
least ten days' notice to Pledgor 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. Collateral Agent shall not be
obligated to make any sale of Pledged Collateral regardless of notice
of sale having been given. Collateral Agent 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.

(b) Any cash held by Collateral Agent as Pledged
Collateral and all cash proceeds received by Collateral Agent in
respect of any sale of, collection from, or other realization upon all
or any part of the Pledged Collateral shall, as soon as reasonably
practicable, be applied (after payment of any amounts payable to
Collateral Agent pursuant to Section 11) in whole or in part by
Collateral Agent against all or any part of the Secured Obligations in
accordance with the terms of the Intercreditor Agreement. Any surplus
of such cash or cash proceeds held by Collateral Agent and remaining
after payment in full of all the Secured Obligations shall be paid
over to Pledgor or to whomsoever may be lawfully entitled to receive
such surplus.

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<PAGE> 171
(iii) the exercise or enforcement of any of the rights of Collateral Agent
hereunder or (iv) the failure by Pledgor to perform or observe any of the
provisions hereof.

SECTION 12. AMENDMENT, ETC. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by Pledgor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by Collateral Agent, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it is given.

SECTION 14. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES.
This Agreement shall create a continuing security interest in the Pledged
Collateral and shall (i) remain in full force and effect until payment in full
of the Secured Obligations, the cancellation or expiration of all Letters of
Credit and the cancellation or termination of all commitments to issue Letters
of Credit, (ii) be binding upon Pledgor, its successors and assigns, and (iii)
inure, together with the rights and remedies of Collateral Agent and Secured
Parties hereunder, to the benefit of Collateral Agent, Secured Parties and
their respective successors, transferees and assigns. Without limiting the
generality of the foregoing clause (iii), but subject to any restrictions on
transfer of the Senior Notes contained in the Collateralized Note Indenture,
each Secured Party may assign or otherwise transfer any Senior Note held by it
to any other person or entity, and such other person or entity shall thereupon
become vested with all the benefits in respect thereof granted to such Secured
Party herein or otherwise. Upon the payment in full of the Secured
Obligations, the cancellation or expiration of all Letters of Credit and the
cancellation or termination of all commitments to issue Letters of Credit,
Pledgor shall be entitled to the return, upon its request and at its expense,
of such of the Pledged Collateral as shall not have been sold or otherwise
applied pursuant to the terms hereof.

7
<PAGE> 172
possession to the successor Collateral Agent. After any retiring Collateral
Agent's resignation, the provisions of this Agreement shall inure to its
benefit as to any actions taken or omitted to be taken by it under this
Agreement while it was Collateral Agent.

[Remainder of page intentionally omitted.]

8
<PAGE> 173

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

HUNTWAY MANAGING PARTNER, L.P.

By: Reprise Holdings, Inc.,
its General Partner

By: The Huntway Division of
Reprise Holdings, Inc.

By:________________________

Title:_____________________
Notice Address:

25129 The Old Road
Suite 322
Newhall, California 91381
Attn: Mr. Warren Nelson

UNITED STATES TRUST COMPANY
OF NEW YORK, as Collateral Agent

By:________________________

Title:_____________________

Notice Address:
114 West 47th Street
New York, New York
Attention: Corporate Trust Department

S-1
<PAGE> 174
SCHEDULE A

The general partnership interests of Huntway owned by the
Huntway Managing General Partner.

10
<PAGE> 175
EXHIBIT D-6

AMENDED AND RESTATED HUNTWAY SPECIAL GENERAL PARTNER
PLEDGE AND SECURITY AGREEMENT

This AMENDED AND RESTATED HUNTWAY SPECIAL GENERAL PARTNER
PLEDGE AND SECURITY AGREEMENT (this "Agreement") is dated as of December 12,
1996 and is made by and between the HUNTWAY HOLDINGS, L.P., a Delaware limited
partnership (the "Pledgor"), and UNITED STATES TRUST COMPANY OF NEW YORK, as
Collateral Agent for and representative of ("Collateral Agent") the Secured
Parties (as defined in the Intercreditor Agreement referred to below).

R E C I T A L S

WHEREAS, Pledgor and Bankers Trust Company ("Bankers") entered
into that certain Huntway Special General Partner Pledge and Security Agreement
(the "Original Security Agreement") dated as of May 31, 1989, pursuant to which
Pledgor granted a security interest in certain of its assets to secure certain
obligations owed to Bankers;

WHEREAS, the Original Security Agreement was amended pursuant
to that certain Modification of Huntway Special General Partner Pledge and
Security Agreement dated as of June 22, 1993 by and among Pledgor, Bankers and
Collateral Agent, pursuant to which Bankers assigned the security interest
created by the Original Security Agreement to the Collateral Agent and
substituted Collateral Agent for Bankers as the secured party thereunder (the
Original Security Agreement, as so modified and assigned, being the "Existing
Security Agreement");

1
<PAGE> 176

otherwise modified from time to time being the "Letter of Credit Agreement")
and (iii) amend and restate the Existing Security Agreement pursuant to this
Agreement;

WHEREAS, Pledgor has entered into that certain Huntway Special
General Partner Guaranty Agreement dated as of May 31, 1989 (the "Original
Guaranty Agreement");

WHEREAS, the Original Guaranty Agreement was amended pursuant
to that certain Modification of Huntway Special General Partner Guaranty
Agreement dated as of June 22, 1993 by and between Pledgor and Bankers pursuant
to which Bankers assigned its rights under the Original Guaranty Agreement to
certain creditors and certain terms of the Original Guaranty Agreement were
modified (the Original Guaranty Agreement, as so modified and assigned, being
the "Existing Guaranty Agreement");

WHEREAS, Pledgor and Collateral Agent have agreed to amend and
restate the Existing Guaranty Agreement pursuant to that certain Amended and
Restated Huntway Special General Partner Guaranty Agreement dated as of the
date hereof (said agreement, as so amended and restated and as it may hereafter
be further amended, supplemented, restated or otherwise modified from time to
time, being the "Guaranty") in order to provide that it shall guaranty the
payment and performance of all Secured Obligations (as such term is defined in
the Intercreditor Agreement) including, without limitation, all obligations in
respect of the Collateralized Note Indenture, the Senior Notes and the Letter
of Credit Agreement;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the parties hereto shall have entered into this Agreement;

2
<PAGE> 177

All of the general partnership interests of Huntway
in which Pledgor has any legal, equitable or beneficial interest (the
"Pledged Huntway Special General Partner General Partnership
Interests"), including, without limitation all of the general
partnership interests of Huntway identified on Schedule A hereto, and
the blank assignment representing the Pledged Huntway Special General
Partner General Partnership Interests, and all distributions, cash,
instruments and other property from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all
of the Pledged Huntway Special General Partner General Partnership
Interests.

SECTION 4. REPRESENTATIONS AND WARRANTIES. Pledgor
represents and warrants as follows:

(a) The Pledged Collateral has been duly
authorized and validly issued. The Pledged Collateral and the Pledged Huntway
Managing General Partner Partnership Interests represent all of the outstanding
general partnership interests of Huntway.

(b) At the time of delivery of the Pledged
Collateral to Collateral Agent pursuant to Section 3 of this Agreement, Pledgor
will be the legal and beneficial

3
<PAGE> 178
owner of the Pledged Collateral free and clear of any lien, security interest,
option or other charge or enhance except for the security interest created by
this Agreement.

(c) The pledge of the Pledged Collateral pursuant
to this Agreement and delivery of the certificates representing the Pledged
Collateral creates a valid and perfected first priority security interest in
the Pledged Collateral, securing the payment of the Secured Obligations.

(d) No authorization, approval, or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required either (i) for the pledge by Pledgor of the Pledged Collateral
pursuant to this Agreement or for the execution, delivery or performance of
this Agreement by Pledgor or (ii) for the exercise by Collateral Agent of the
voting or other rights provided for in this Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Agreement (except as may be
required in connection with such disposition by laws affecting the offering and
sale of securities generally).

SECTION 5. FURTHER ASSURANCES. Pledgor agrees that at any
time and from time to time, at the expense of Pledgor, Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action that may be necessary or desirable, or that Collateral Agent may
reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable Collateral Agent to
exercise and enforce its rights and remedies hereunder with respect to any
Pledged Collateral. Pledgor further agrees that it will not permit any
amendment or alteration to Huntway's limited partnership agreement that would
result in a breach or violation of the Collateralized Note Indenture, without
the express prior written consent of Collateral Agent.

SECTION 6. VOTING RIGHTS; DIVIDENDS; ETC. (a) So long as no
Event of Default shall have occurred and be continuing:

(ii) Pledgor shall be entitled to receive and retain any
and all distributions and interest paid in respect of the Pledged
Collateral; provided, however, that any and all

4
<PAGE> 179

(C) cash paid, payable or otherwise distributed
in respect of principal of, or in redemption of, or in
exchange for, any Pledged Collateral,

Any cash so held shall, pursuant to the written instructions of
Pledgor, be invested by Collateral Agent in accordance with the terms
of the Intercreditor Agreement.

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<PAGE> 180
SECTION 8. COLLATERAL AGENT MAY PERFORM. If Pledgor fails to
perform any agreement contained herein after receipt of a written request to do
so from Collateral Agent, Collateral Agent may itself act reasonably to
perform, or cause performance of, such agreement, and the expenses of
Collateral Agent incurred in connection therewith shall be payable by the
Pledgor under Section 11.

SECTION 10. REMEDIES UPON DEFAULT. If any Event of Default
shall have occurred and be continuing:

(a) Collateral Agent may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies of a
secured party on default under the Uniform Commercial Code (the
"Code") in effect in the State of New York at that time, and
Collateral Agent may also, without notice except as specified below,
sell the Pledged 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 Collateral Agent's offices or elsewhere, for cash, on credit or for
future delivery, and at such prices or prices and upon such other
terms as Collateral Agent may deem commercially reasonable. Pledgor
agrees that, to the extent notice of sale shall be required by law, at
least ten days' notice to Pledgor 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. Collateral Agent shall not be
obligated to make any sale of Pledged Collateral regardless of notice
of sale having been given. Collateral Agent 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.

(b) Any cash held by Collateral Agent as Pledged
Collateral and all cash proceeds received by Collateral Agent in
respect of any sale of, collection from, or other realization upon all
or any part of the Pledged Collateral shall, as soon as reasonably
practicable, be applied (after payment of any amounts payable to
Collateral Agent pursuant to Section 11) in whole or in part by
Collateral Agent against all or any part of the Secured Obligations in
accordance with the Intercreditor Agreement. Any surplus of such cash
or cash proceeds held by Collateral Agent and remaining after payment
in full of all the Secured Obligations shall be paid over to Pledgor
or to whomsoever may be lawfully entitled to receive such surplus.

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<PAGE> 181
SECTION 11. EXPENSES. Pledgor will, upon demand, pay to
Collateral Agent the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents,
which Collateral Agent may incur in connection with (i) the administration of
this Agreement, (ii) the custody or preservation of, or the sale of, collection
from, or other realization upon, any of the Pledged Collateral, (iii) the
exercise or enforcement of any of the rights of Collateral Agent hereunder or
(iv) the failure by Pledgor to perform or observe any of the provisions hereof.

SECTION 13. ADDRESSES FOR NOTICES. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic or telecopy communication) and mailed or telegraphed or delivered
to Pledgor and Collateral Agent at their respective addresses specified in the
Intercreditor Agreement at such other address as shall be designated by such
party in a written notice to each other party complying as to delivery with the
terms of this Section. All such notices and other communications shall, when
mailed, telecopied or telegraphed, respectively, be effective when deposited in
the mails, the telecopy is received, or delivered to the telegraph company,
respectively, addressed as aforesaid.

SECTION 14. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES.
This Agreement shall create a continuing security interest in the Pledged
Collateral and shall (i) remain in full force and effect until payment in full
of the Secured Obligations, the cancellation or expiration of all Letters of
Credit and the cancellation or termination of all commitments to issue Letters
of Credit, (ii) be binding upon Pledgor, its successors and assigns, and (iii)
inure, together with the rights and remedies of Collateral Agent and Secured
Parties hereunder, to the benefit of Collateral Agent, Secured Parties and
their respective successors, transferees and assigns. Without limiting the
generality of the foregoing clause (iii) but subject to any restrictions on
transfer of Senior Notes contained in the Collateralized Note Indenture, each
Secured Party may assign or otherwise transfer any Senior Note held by it to
any other person or entity, and such other person or entity shall thereupon
become vested with all the benefits in respect thereof granted to such Secured
Party herein or otherwise. Upon the payment in full of the Secured
Obligations, the cancellation or expiration of all Letters of Credit and the
cancellation or termination of all commitments to issue Letters of Credit,
Pledgor shall be entitled to the return, upon its request and at its expense,
of such of the Pledged Collateral as shall not have been sold or otherwise
applied pursuant to the terms hereof.

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<PAGE> 182

or refrain from exercising any rights, and to take or refrain from taking
action (including, without limitation, the release or substitution of Pledged
Collateral) solely in accordance with this Agreement and the Intercreditor
Agreement. Collateral Agent may resign and a successor Collateral Agent may be
appointed in the manner provided in the Intercreditor Agreement. Upon the
acceptance of any appointment as a Collateral Agent by a successor Collateral
Agent, that successor Collateral Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent under this Agreement, and the retiring Collateral Agent shall
thereupon be discharged from its duties and obligations under this Agreement
and shall deliver any Pledged Collateral in its possession to the successor
Collateral Agent. After any retiring Collateral Agent's resignation, the
provisions of this Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it under this Agreement while it was Collateral
Agent.

SECTION 16. GOVERNING LAW; TERMS. THIS AGREEMENT SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN OR IN THE INTERCREDITOR
AGREEMENT, TERMS DEFINED IN ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE IN THE
STATE OF NEW YORK ARE USED HEREIN AS THEREIN DEFINED.

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

HUNTWAY HOLDINGS, L.P.

By: Reprise Holdings, Inc.,
its General Partner

By: The Huntway Division of
Reprise Holdings, Inc.

By: _______________________

Title: _________________________

Notice Address:

25129 The Old Road
Suite 322
Newhall, California 91381
Attention: Mr. Warren Nelson

UNITED STATES TRUST COMPANY
OF NEW YORK, as Collateral Agent

By:______________________

Title:___________________

Notice Address:

114 West 47th Street
New York, New York
Attention: Corporate Trust Department

S-1

<PAGE> 184

SCHEDULE A

The general partnership interests of Huntway owned by the
Huntway Special General Partner from time to time in accordance with the
Collateralized Note Indenture.

A-1
<PAGE> 185

EXHIBIT D-7

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
F. Thomas Muller
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071-2899

________________________________________________________________________________
________________________________________________________________________________

AMENDED, RESTATED, AND CONSOLIDATED

DEED OF TRUST

WITH

FIXTURE FILING

HUNTWAY PARTNERS, L.P.

Dated as of December 12, 1996

________________________________________________________________________________
________________________________________________________________________________

<PAGE> 186

TABLE OF CONTENTS

Page
----

1. GRANT IN TRUST . . . . . . . . . . . . . . . . . . . . . 3
--------------

2. OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . 4
-----------

3. SECURITY AGREEMENT AND FIXTURE FILING . . . . . . . . . 5
-------------------------------------

4. ASSIGNMENT OF LEASES AND RENTS . . . . . . . . . . . . . 5
------------------------------

5. COVENANTS OF THE TRUSTOR . . . . . . . . . . . . . . . . 6
------------------------

6. CONDEMNATION PROCEEDS . . . . . . . . . . . . . . . . . 9
---------------------

7. ACCEPTANCE NOT WAIVER . . . . . . . . . . . . . . . . . 10
---------------------

8. CONVEYANCE, EASEMENTS, SUBORDINATION, RELEASES . . . . . 10
----------------------------------------------

9. RIGHT OF ENTRY FOR INSPECTION . . . . . . . . . . . . . 10
-----------------------------

10. ENTRY, POSSESSION, OPERATION OF PROPERTY . . . . . . . . 10
----------------------------------------

11. SATISFACTION AND RECONVEYANCE . . . . . . . . . . . . . 11
-----------------------------

12. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . 12
-------

13. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . 12
--------

14. APPLICATIONS OF PROCEEDS . . . . . . . . . . . . . . . . 15
------------------------

15. ADDITIONAL SECURITY . . . . . . . . . . . . . . . . . . 15
-------------------

16. TRANSFER OF PERMITS . . . . . . . . . . . . . . . . . . 16
-------------------

17. NOTICES OF ACTIONS . . . . . . . . . . . . . . . . . . . 16
------------------

18. CHARGE FOR PROVISION OF STATEMENT . . . . . . . . . . . 16
---------------------------------

19. WAIVER OF STATUTE OF LIMITATIONS . . . . . . . . . . . . 16
--------------------------------

20. IRREVOCABLE BY THE TRUSTOR . . . . . . . . . . . . . . . 16
--------------------------

21. SUBSTITUTION OF TRUSTEE . . . . . . . . . . . . . . . . 16
-----------------------

i
<PAGE> 187
Page
----

22. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . 17
-------

23. SUCCESSORS BOUND . . . . . . . . . . . . . . . . . . . . 17
----------------

24. SEVERABILITY OF INVALID PROVISIONS . . . . . . . . . . . 17
----------------------------------

25. AMENDMENTS; RELEASES OR RECONVEYANCES . . . . . . . . . 17
-------------------------------------

26. HEADINGS AND REFERENCES . . . . . . . . . . . . . . . . 18
-----------------------

27. GOVERNING LAW; VENUE . . . . . . . . . . . . . . . . . . 18
--------------------

28. ATTORNEYS' FEES . . . . . . . . . . . . . . . . . . . . 18
---------------

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

EXHIBIT B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ii
<PAGE> 188
AMENDED, RESTATED AND CONSOLIDATED
DEED OF TRUST WITH FIXTURE FILING

THIS AMENDED, RESTATED AND CONSOLIDATED DEED OF TRUST WITH
FIXTURE FILING (this "Deed of Trust") is made as of December 12, 1996, by and
among HUNTWAY PARTNERS, L.P., a Delaware limited partnership and successor in
interest to Huntway Refining Company, L.P. ("Trustor") to Chicago Title
Insurance Company ("Trustee") and United States Trust Company of New York, as
Collateral Agent for the Secured Parties (as defined in the Intercreditor
Agreement referred to below) ("Beneficiary").

RECITALS

WHEREAS, Trustor and certain Note Purchasers (the "Note
Purchasers") executed those certain Note Purchase Agreements dated as of
December 1, 1987, pursuant to those Trustor issued its Series 12.25% Notes due
December 1, 1997 (the "Original Notes");

WHEREAS, the Original Notes were secured by an Indenture of
Trust dated as of December 1, 1987 from the Trustor to Security Pacific
National Bank ("Security Pacific");

WHEREAS, as security for the Original Notes, Trustor executed
that certain Deed of Trust and Security Agreement dated as of December 1, 1987
to Chicago Title Insurance Company, as Deed of Trust Trustee, and Security
Pacific National Bank, as Beneficiary, which Deed of Trust was recorded in the
Recorder's Office of Solano County State of California, on December 21, 1987 as
Instrument No. 86233 (the "Original Deed of Trust");

WHEREAS, pursuant to that certain General Restructuring
Agreement dated as of June 22, 1993 by and among Huntway Partners, L.P.,
Sunbelt Refining Company, L.P., the financial institutions named therein (the
"Existing Secured Parties"), First Capital Corporation of Chicago, Madison
Dearborn Partners III, Huntway Managing Partner, L.P. and Huntway Holdings,
L.P. (the "General Restructuring Agreement"), the obligations owed by the
Trustor under the Original Notes and certain other agreements were restructured
and became evidenced by notes (the "Existing Secured Notes") issued by the
Trustor under a Collateralized Note Indenture dated as of June 23, 1993 (the
"Existing Collateralized Note Indenture") and a Subordinated Debenture
Indenture dated as of June 23, 1993 (the "Existing Subordinated Note
Indenture");

WHEREAS, Bank of America National Trust and Savings
Association ("BofA"), as successor in interest by merger to Security Pacific,
assigned all of its right, title and interest in and to the Original Deed of
Trust and the obligations secured thereby to Beneficiary as collateral agent
for the Existing Secured Parties, pursuant to that certain Assignment of Notes
and Deeds of Trust dated as of June 22, 1993 and recorded in the Official
Records of the County of Solano, State of California, on July 27, 1993 as
Instrument No. 1993-00067380;

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<PAGE> 189
WHEREAS, the Original Deed of Trust was amended pursuant to
that certain Amendment to Deed of Trust and Security Agreement and Other
Security Documents dated as of June 22, 1993 by and between Trustor and
Beneficiary and recorded in the Official Records of the County of Solano State
of California on July 27, 1993 as Instrument No. 1993-00067381 (the Original
Deed of Trust, as so assigned and amended, being the "Existing Senior Deed of
Trust");

WHEREAS, as further security for certain obligations of
Trustor owed to Beneficiary as collateral agent for the Existing Secured
Parties, Trustor executed a Short Form Deed of Trust and Assignment of Rents
(Partnership) dated as of June 22, 1993 and recorded in the Official Records of
the County of Solano State of California, on July 27, 1993 as Instrument No.
1993-00067382 (the "Existing Junior Deed of Trust");

WHEREAS, Trustor is a debtor and debtor in possession under
chapter 11 of Title 11 of the United States Code, having commenced a bankruptcy
case on November 12, 1996;

WHEREAS, on November 12, 1996, Trustor submitted to the United
States Bankruptcy Court for the District of Delaware (the "Court") a Plan of
Reorganization dated November 12, 1996 (the "Plan"), and on December 12, 1996,
the Court confirmed the Plan;

WHEREAS, pursuant to the Plan, Trustor will, among other
things, (i) amend and restate the Existing Collateralized Note Indenture
pursuant to the Amended and Restated Collateralized Note Indenture with Fleet
National Bank of Massachusetts, as indenture trustee, dated as of December 12,
1996 (said indenture, as it may be amended, supplemented, restated or otherwise
modified from time to time, being the "Collateralized Note Indenture"), (ii)
issue Senior Notes (Other) in an original aggregate principal amount of
$14,400,000.00 and Senior Notes (Sunbelt IDB) in the original aggregate
principal amount of $9,100,000.00 pursuant to the Collateralized Note
Indenture, (iii) amend that certain Letter of Credit and Reimbursement
Agreement dated as of June 22, 1993, by and among the Trust, or Sunbelt
Refining Company, L.P., and Bankers Trust Company, as letter of credit bank,
pursuant to the First Amendment to Letter of Credit Agreement dated as of
December 12, 1996 (said letter of credit agreement, as so amended and as it may
hereafter be further amended, supplemented, restated, or otherwise modified
from time to time being the "Letter of Credit Agreement") and (iv) amend,
restate and consolidate the Existing Senior Deed of Trust and the Existing
Junior Deed of Trust pursuant to this Deed of Trust;

WHEREAS, the obligations evidenced by the Senior Notes (Other)
and the Senior Notes (Sunbelt IDB) constitutes a continuation of obligations
previously evidenced by the Existing Secured Notes;

2
<PAGE> 190
capitalized terms used herein without definition have the meanings assigned
thereto in the Intercreditor Agreement) pursuant to which the parties thereto
have set forth their agreement regarding the decision making process with
respect to exercise of remedies under this Deed of Trust and the other
Collateral Documents;

WHEREAS, Trustor and Beneficiary desire to amend, restate and
consolidate the Existing Senior Deed of Trust with the Existing Junior Deed of
Trust in order to provide that it shall secure the payment and performance of
all Obligations of Trustor, as amended, including, without limitation, all
obligations in respect of the Collateralized Note Indenture, the Senior Notes
and the Letter of Credit Agreement;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the Trustor shall have executed this Deed of Trust;

1. GRANT IN TRUST

The Trustor irrevocably grants, transfers and assigns to the
Trustee, in trust, with power of sale and right of entry and possession, the
entire right, title and interest of Trustor in and to that certain real
property ("Land") situated in Solano County, State of California, and more
particularly described in Exhibit A attached hereto and made a part hereof, all
right, title and interest that the Trustor otherwise now has or may hereafter
acquire in the Land, together with all right, title and interest that the
Trustor now has or may hereafter acquire in:

(i) All buildings, structures, improvements, fixtures,
equipment and appurtenances now and hereafter owned, constructed,
located, erected, installed or affixed by or on behalf of the Trustor
upon or appurtenant to the Land and all replacements and substitutions
therefor ("Facilities");

(ii) All appurtenances, improvements, easements, pipes,
transmission lines or wires and other rights used in connection with
the Land or as a means of access thereto, whether now or hereafter
owned or constructed or placed upon or in the Land or Facilities
("Appurtenances");

(iii) All machinery, equipment and other personal property
of the Trustor if the same is now or hereafter located at or used in
connection with the Facilities, and all replacements and substitutions
therefor, excluding however, machinery, equipment and other personal
property acquired with debt permitted under section 406(i) of the
Collateralized Note Indenture until such time as such financing is
paid in full ("Equipment");

3
<PAGE> 191
(iv) All leases or subleases with respect to the Land,
Facilities, Appurtenances and Equipment ("Leases");

(v) All rentals or other payments which may now or
hereafter accrue or otherwise become payable under the Leases to or
for the benefit of the Trustor together with all other income, rents,
revenues, issues, profits, produced by the Land, Facilities,
Appurtenances and Equipment (collectively the "Rents"); and

(vi) All earnings, accounts, products, inventory, damages,
indemnifications, insurance proceeds and any other proceeds from any
and all of such Land, Facilities, Appurtenances, Equipment, Leases and
Rents including specifically, but without limitation, all deposits
made with or other security given to utility companies and claims or
demands relating to insurance or condemnation awards which the Trustor
now has or may hereafter acquire, including all advance payments of
insurance premiums made by the Trustor with respect thereto
("Proceeds");

All of the above referenced Land, Facilities, Appurtenances,
Equipment, Leases, Rents and Proceeds as hereby conveyed to the Trustee or made
subject to the security interest herein described are collectively referred to
herein as the "Property."

The Trustor warrants and agrees that as of the date of
recording of this Deed of Trust it has not entered into any sales agreement,
option, assignment, sublease, pledge, mortgage, deed of trust, financing
statement, security agreement or any other arrangement regarding the Property
apart from the transactions referenced in or secured by this Deed of Trust and
has not nor will execute any document or instrument referring to or covering
the Property, or any part thereof, and no such documents or instruments are on
file, recorded or in effect in any public office, other than Permitted
Encumbrances and agrees that the Property is, and shall be, kept free from any
lien, security interest, encumbrance or any other interest other than the
Permitted Encumbrances.

FOR THE PURPOSE OF SECURING:
----------------------------

2. OBLIGATIONS

This Deed of Trust secures the prompt payment or performance
in full when due, whether at stated maturity, by acceleration or otherwise
(including the payment of amounts that would become due but for the operation
of the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C.
Section 362(a)), of all Secured Obligations (as such term is defined in the
Intercreditor Agreement) of Trustor including, without limitation, all
obligations of Trustor under the Collateralized Note Indenture, the Senior
Notes, the Letter of Credit Agreement, any Replacement Letter of Credit
Agreement, and all reimbursement obligations in respect of letters of credit
issued thereunder, whether for principal, interest (including, without
limitation, interest, that but for the filing of a petition in bankruptcy with
respect to Trustor or Sunbelt Refining Company, L.P., a Delaware limited
partnership ("Sunbelt"), would accrue on such obligations),

4
<PAGE> 192
fees, expenses or otherwise and all obligations of Trustor now or hereafter
existing under this Deed of Trust (all such obligations are referred to herein
as the "Obligations").

3. SECURITY AGREEMENT AND FIXTURE FILING

This Deed of Trust shall also constitute a security agreement
and the Trustor hereby grants to the Beneficiary a security interest in and to
all of its personal property (the "Personal Property"), whether Trustor now or
hereafter obtains an interest in such Personal Property and all the proceeds or
products thereof, including but not limited to those items listed in Exhibit B
attached hereto and made a part hereof. Upon any default of the Trustor
hereunder, the Beneficiary shall be entitled to exercise with respect to all
such collateral all of the rights and remedies set forth herein, in the
Collateralized Note Indenture or otherwise afforded to a secured party in
default under the terms of Article 9 of the California Uniform Commercial Code,
any or all of which may be pursued and exercised concurrently, consecutively,
alternatively or otherwise. The Trustor will execute one or more supplemental
security agreements and financing statements as the Beneficiary may from time
to time require, covering any property now or hereafter constituting a portion
of the Property and otherwise the collateral securing the indebtedness secured
hereunder and such financing statements and other and further assurances as the
Beneficiary may request to perfect or evidence the security interest herein
created (which shall cover all proceeds and products of collateral) and to
particularize and identify the collateral.

The Trustor will pay all costs of filing any financing,
continuation or termination statements with respect to the security interest
created by this Deed of Trust; and the Beneficiary is hereby appointed the
Trustor's attorney-in-fact to do, at the Beneficiary's option and at the
Trustor's expense, all acts and things which the Beneficiary may deem necessary
to perfect and continue perfected the security interest created by this Deed of
Trust and to protect the Property. The Beneficiary may execute, sign, endorse,
transfer or deliver, in the name of the Trustor, notes, checks, drafts or other
instruments for the payment of money and receipts, certificates of origin,
certificates of title, applications for certificates of title, or any other
documents necessary to evidence, perfect or realize upon the security interests
and secured indebtedness created or secured by this Deed of Trust. This
authority shall be considered a power coupled with an interest and shall be
irrevocable until all the indebtedness secured hereby shall have been paid in
full.

This Deed of Trust shall also constitute a Uniform Commercial
Code financing statement ("Fixture Filing") for all Personal Property
including, but not limited to, those items listed in Exhibit B, now or
hereafter so affixed by or on behalf of the Trustor to the Land so that such
Personal Property becomes a fixture.

4. ASSIGNMENT OF LEASES AND RENTS

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<PAGE> 193
contained herein or otherwise secured hereby, to collect and use all such Rents
as they become due and payable and to exercise all rights under the Leases if
not otherwise restricted under the Collateralized Note Indenture. The
foregoing assignment shall not impose upon the Beneficiary any duty to produce
Rents from the Property or cause the Beneficiary to be a "mortgagee in
possession" for any purpose.

b. The Trustor agrees that it will not amend, modify,
change or waive, or consent to any amendment, modification, change or waiver
of, any term or provision of the Leases without the prior written consent of
the Beneficiary.

c. The Trustor agrees that it will take all steps and do
all things necessary to keep and maintain the Leases in full force and effect
and will enforce or cause to be enforced all and singular the provisions
thereof, and bring and prosecute or cause to be prosecuted any and all suits,
actions and proceedings necessary to enforce compliance with all of the terms,
provisions and covenants thereof. If, in the reasonable opinion of the
Beneficiary, the Trustor has failed, or is about to fail, to take suitable
action to enforce the Leases or any guaranty thereof or to first preserve any
rights or remedies thereunder, the Beneficiary, after giving five (5) days'
written notice to the Trustor, may, but is not required to, take such action as
it shall deem appropriate, in its own name or in the name of the Trustor for
the use and benefit of the Beneficiary, to enforce the Leases and to preserve
any rights or remedies thereunder, and all costs and expenses incurred by the
Beneficiary in taking any such action shall be payable on demand and shall
constitute part of the secured indebtedness hereunder.

5. COVENANTS OF THE TRUSTOR

For the purpose of protecting and preserving the security of
this Deed of Trust, the Trustor promises and agrees to comply with each of the
following covenants:

a. Maintenance of Property.

(1) The Trustor shall take all action necessary
to keep the Property at all times in good condition and repair.

(2) The Trustor shall not remove, demolish or
substantially alter (except such alterations as may be required by laws,
ordinances or regulations or permitted pursuant to the Loan Agreement) any of
the Facilities; provided, however, that the Trustor may make such proper
replacements, repairs, renewals, removals and alterations as it shall in good
faith reasonably determine are necessary or advisable to maintain or enhance
the efficiency and value of the security created hereby.

(3) The Trustor shall complete promptly and in
good and businesslike manner any building or other improvements which may be
constructed on the Land, to promptly restore in like manner (to the extent
permitted by law) any Facilities which may be damaged or destroyed thereon, and
to pay when due all claims for labor performed and materials furnished
therefor, provided that the Trustor shall not be required to pay any such claim
if it shall in good

6
<PAGE> 194
faith contest the validity thereof and, if so contested, shall provide for the
payment thereof in a manner reasonably satisfactory to the Beneficiary;

(4) The Trustor shall comply with all laws,
ordinances, regulations, conditions and restrictions now or hereafter affecting
the Property or any part thereof or requiring any alterations or improvements
to be made thereon.

(5) The Trustor shall not to commit or permit any
waste, and not to permit any deterioration, of the Property.

(6) The Trustor shall not commit, suffer or
permit any act to be done in or upon the Property in violation of any law or
ordinance if such act might have consequences that would materially and
adversely affect the financial condition, assets, properties or operation of
the Trustor.

b. Insurance. Without limiting Trustor's obligations
under Section 413 of the Collateralized Note Indenture, the Trustee will
maintain with financially sound and reputable insurers, insurance with respect
to its property subject to this Deed of Trust and business against such
casualties and contingencies, of such types (including fire and extended
coverage, business interruption, and general comprehensive public liability
insurance) and in such amounts as is customary in the case of companies engaged
in the same or a similar business and similarly situated. Without limiting the
foregoing, the Trustee will:

(1) keep the Property (a) fully insured against
all physical loss including by fire, windstorm, explosion, and with extended
coverage in an amount not less than the full insurable value thereof (i.e., the
actual replacement cost, without allowing for depreciation, excluding
foundation and excavation costs and costs of underground flues, pipes, drains
and other uninsurable items) as determined from time to time but not less often
than once every three years by an architect, contractor, appraiser, appraisal
company, one of the insurers or the Trustor's insurance broker, which policy or
policies may have a deductible clause in an amount which is customary in the
case of corporations of established reputations engaged in a same or similar
business and similarly situated, but in no case to exceed $500,000; and (b)
insured against physical loss by earthquake, which policy shall be in an amount
not less than [$1,000,000]; and (c) insured against physical loss by flood
which policy shall be in an amount not less than [$10,000,000]; provided that
all such insurance excluding earthquake insurance and flood insurance shall in
any event be in amounts sufficient to prevent the Trustor from being a
co-insurer of any partial loss under the applicable policies. The policies of
insurance shall provide that (i) the loss, if any, thereunder shall be payable
to the Beneficiary under a standard mortgagee loss payable clause in form and
substance satisfactory to the Beneficiary, and (ii) such policies shall not be
cancelled without at least 30 days' prior written notice to the Beneficiary;
and

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<PAGE> 195
of not less than $1,000,000 and with umbrella coverage of not less than
$10,000,000. Such policies of insurance may have a deductible clause in an
amount which is customary in the case of corporations of established
reputations engaged in a same or similar business and similarly situated, but
in no case to exceed $250,000. Such policies of insurance shall provide that
(i) the Beneficiary shall be named as an additional insured party thereunder,
and (ii) such policies shall not be cancelled without at least 30 days' prior
written notice to the Beneficiary.

(3) on or before the Plan Effective Date, furnish
the Beneficiary with certificates or other satisfactory evidence of maintenance
of the insurance required hereunder and shall with respect to any renewal
policy or policies, furnish certificates evidencing such renewal not less than
ten days prior to the expiration date of the original policy or policies. Each
such certificate or other evidence of insurance shall identify the insurance
carrier, the type of insurance, the coverage limits and the policy term.

c. Defense of Lien. The Trustor shall appear in and
defend any action or proceeding affecting or purporting to affect the security
of this Deed of Trust, any additional or other security for any of the
obligations secured hereby, or the interest, rights, powers, or duties of the
Trustee or the Beneficiary hereunder, it being agreed, however, that in the
case of an action or proceeding against the Trustee or the Beneficiary said
Trustee or Beneficiary, at its option, may appear in and defend any such action
or proceeding and, in addition, it being agreed that the Trustee or Beneficiary
may commence any action or proceeding deemed necessary by it to perfect,
maintain or protect such interest, rights, powers or duties, all in such manner
and to such extent as it may determine in its sole discretion to be
appropriate, and the Trustee or Beneficiary is authorized to pay, purchase or
compromise on behalf of the Trustor any encumbrance or claim which in its
judgment appears or purports to affect the security hereof or to be superior
hereto; to pay all costs and expenses, including costs of evidence of title and
attorney's fees in a reasonable sum, in any above described action or
proceedings in which the Beneficiary or the Trustee may appear.

d. Payment of Taxes, Liens, Etc.

(1) The Trustor shall pay, and submit to the
Beneficiary, at least five (5) days before default or delinquency, a receipt or
other evidence of payment, or certified copy thereof, evidencing payment of all
taxes and assessments affecting the Property, and any accrued interest, cost or
penalty thereon, provided that the Trustor shall not be required to pay any
such tax or assessment if it shall in good faith contest the validity thereof
and, if so contested, shall provide for the payment thereof in a manner
reasonably satisfactory to the Beneficiary.

(2) The Trustor shall pay when due all
encumbrances (including any debt secured by deed of trust), ground rents, liens
or charges, with interest, on the Property or any part thereof which appear to
be prior or superior hereto, and to pay immediately and in full all such
encumbrances, rents, liens or charges, if any, which may now be due or payable;
provided that the Trustor shall not be required to pay any such encumbrances,
rent, lien or charge if it shall in good faith contest the validity thereof
and, if so contested, shall provide for the payment thereof in manner
satisfactory to the Beneficiary.

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<PAGE> 196
(3) The Trustor shall pay when due all costs,
fees and expenses of these trusts, including costs of evidence of title and the
Trustee's fees in connection with sale, whether completed or not, which amounts
shall become due upon delivery to the Trustee of declaration of default and
demand for sale, as hereinafter provided.

(4) The Trustor shall pay immediately and without
demand all reasonable and necessary sums expended or expense incurred by the
Trustee or by the Beneficiary to enforce the terms of the Trust, including
attorneys' fees, under any of the terms of this Deed of Trust, with interest
from date of expenditure at the rate of 12% per annum.

e. Environmental Covenants. The Trustor shall not
conduct or allow to be conducted any activity on the Property or use the
Property in any manner (i) which would cause such Property or any part thereof
to become a hazardous waste treatment, storage or disposal facility within the
meaning of, or otherwise place such Property in violation of, the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section Section 6901 et
seq., or any similar state law or local ordinance, as a result of the
generation of non-de minimis amounts of hazardous waste, (ii) so as to cause a
release or threat of release of any hazardous substance or hazardous waste from
the Property within the meaning of, or otherwise violate the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
Section Section 9601-9657, or so as to violate any similar state law or local
ordinance or other environmental law pertaining to a release or threat of
release of any hazardous substance or hazardous waste from the Property, (iii)
so as to cause a discharge of pollutants or effluents into any water source or
system, or the discharge into the air of any emissions, which would require a
permit under the Federal Water Pollution Control Act, 33 U.S.C. Section Section
1251 et seq., or the Clean Air Act, 42 U.S.C. Section Section 741, et seq., or
any similar state law or local ordinance, unless such a permit shall be in full
force and effect and such discharge shall be in material compliance therewith,
or (iv) which would cause a violation, other than those described in clauses
(i) and (ii) above of this Section 5(f) which is material in nature, of any of
the follow laws, ordinances, rules or regulations: (A) Safe Drinking Water Act
(42 U.S.C. Section 300f, et seq.); (B) Toxic Substances Control Act (15 U.S.C.
Section 2601, et seq.); (C) The Porter-Cologne Water Quality Control. Act
(Water Code, Section 13000, et seq.); (D) California Hazardous Waste Control
Law (Health & Saf. Code, Section 25100, et seq.); (E) Carpenter-Presley-Tanner
Hazardous Substance Account Act (Health & Saf. Code, Section 25300); (F)
Mulford-Carrell Air Resources Act (Health & Saf. Code, Section 39000, et seq.);
(G) Rules and Regulations of the Bay Area Air Quality Management District; (H)
Rules and Regulations of the South Coast Air Quality Management District; or
(I) any other applicable law, ordinance, rule or regulation relating to
environmental protection; provided further, that the Trustor agrees to
indemnify and hold Trustee and Beneficiary harmless from and against any and
all costs or liabilities, including reasonable attorneys' fees, resulting from
the Trustor's violation of this Section 5(e).

6. CONDEMNATION PROCEEDS

9
<PAGE> 197
property so taken upon being furnished with an opinion of counsel satisfactory
to the Beneficiary to the effect that such property has been taken by the
exercise of the power of eminent domain. In the event of such proceeding, the
Beneficiary may be represented by counsel and the Beneficiary may or may not
become a party thereto as the Beneficiary in its discretion may determine. All
condemnation proceeds of the Property shall be deposited with the Beneficiary
pursuant to the Intercreditor Agreement and are hereby assigned to the
Beneficiary to be held and disbursed by the Beneficiary as provided in the
Intercreditor Agreement.

7. ACCEPTANCE NOT WAIVER

By accepting payment of any sum secured hereby after its due
date, neither the Trustee nor the Beneficiary shall be deemed to have waived
its right either to require prompt payment when due of all other sums so
secured or to declare default as herein provided for failure so to pay.

8. CONVEYANCE, EASEMENTS, SUBORDINATION, RELEASES

To the extent permitted under the Intercreditor Agreement, at
any time, or from time to time, without liability therefor and without notice,
upon written request by the Beneficiary or Trustor, upon presentation of this
Deed of Trust, and without affecting the liability of any person for payment of
the indebtedness secured hereby or the effect of this Deed of Trust upon the
remainder of the Property, the Trustee shall reconvey any part of the Property,
consent in writing to the making of any map or plat thereof, execute releases,
join in granting any easement thereon, or join in any extension agreement or
any agreement subordinating the lien or charge hereof. The Trustor, the
Beneficiary and the Trustee shall execute and deliver any agreements
subordinating the lien or charge hereof to the lien of any Permitted
Encumbrance and any releases and waivers of the lien of this Deed of Trust as
is necessary to accommodate the requirements of the holders of Permitted
Encumbrances.

9. RIGHT OF ENTRY FOR INSPECTION

The Trustee and the Beneficiary are each authorized, by
themselves or their agents or workers, in a reasonable manner such as not to
interfere with the Trustor's business in a materially adverse manner and after
giving notice to enter during reasonable business hours (or at any other time
agreeable to the Trustor) upon any part of the Property for the purpose of
inspecting the same.

10. ENTRY, POSSESSION, OPERATION OF PROPERTY

a. Should the Trustor fail or refuse to make any payment
or to do any act which it is obligated hereunder to make or do, at the time and
in the manner herein provided, then the Trustee or the Beneficiary, in its sole
discretion, without notice to or demand upon the Trustor and without releasing
the Trustor from any obligation hereof, is authorized to do and may do any of
the following:

10
<PAGE> 198
(1) make any such payment or do any such act in
such manner and to such extent as it may deem necessary to protect the security
hereof, the Trustee and the Beneficiary being authorized to enter upon the
Property for such purposes;

(2) pay, purchase, contest or compromise any
claim, debt, lien, charge or encumbrance which in the judgment of the Trustee
or the Beneficiary may affect or appear to affect the security of this Deed of
Trust, the interest of the Beneficiary or the rights, powers or duties of the
Trustee or the Beneficiary hereunder; or

(3) either by itself or by its agents appointed
by it for that purpose, enter into and upon and take and hold possession of any
or all of the Property, exclude the Trustor and all other persons therefrom,
and operate and manage the Property, and rent and lease the same and collect
any and all rents, issues, income and profits therefrom, and from time to time
apply the same or accumulate the same for application, in such order and manner
as the Trustee or the Beneficiary in its sole discretion shall consider
advisable, to the following: costs of collecting the same, including the
Trustee's reasonable fees in so doing; the necessary and proper costs of
upkeep, maintenance, repair, and operation of the Property; the repayment of
any sums theretofore or thereafter advanced pursuant to the terms of this Deed
of Trust; the interest and principal then due or next to become due upon any
indebtedness secured hereby; and the taxes and assessments upon the Property
then due or next to become due.

b. The collection or receipt of Rents from the Property
by the Trustee or the Beneficiary after declaration of default and election to
cause the Property to be sold under and pursuant to the terms of this Deed of
Trust shall not affect or impair such default or declaration of default or
election to cause the Property to be sold or any sale proceedings predicated
thereon, but such proceedings may be conducted and sale effected
notwithstanding the receipt or collection of any such Rents. Any such Rents in
the possession of the Trustee or the Beneficiary at the time of sale and not
theretofore applied as herein provided, shall be applied in the same manner and
for the same purposes as the proceeds of the sale.

c. The Trustee and the Beneficiary shall not be under
any obligation to make any of the payments or do any of the acts above
mentioned, but, upon election so to do, employment of an attorney is authorized
and payment of such attorney's fees and of all other necessary expenditures is
hereby secured.

11. SATISFACTION AND RECONVEYANCE

Upon written request of the Beneficiary stating that all sums
secured hereby have been paid, and upon surrender to the Trustee of this Deed
of Trust and upon payment of its fees, the Trustee shall reconvey and release,
without warranty, the Property, its being further agreed that the recitals in
such reconveyance and release of any matters or facts shall be conclusive proof
of the truthfulness thereof and that the grantee in any reconveyance may be
described as "the person or persons legally entitled thereto."

11
<PAGE> 199
12. DEFAULT

Any Event of Default (as defined in the Intercreditor
Agreement), any Event of Default (as defined in the Collateralized Note
Indenture or the Letter of Credit Agreement), or any breach by the Trustor of
any of its covenants or agreements contained herein, shall constitute an Event
of Default hereunder.

13. REMEDIES

When any Event of Default has occurred and is continuing, the
Trustee may exercise any one or more or all, and in any order, of the remedies
hereinafter set forth, it being expressly understood that no remedy herein or
in the Collateralized Note Indenture conferred is intended to be exclusive of
any other remedy or remedies; but each and every remedy shall be cumulative and
shall be in addition to every other remedy given herein or now or hereafter
existing at law or in equity or by statute:

a. The Beneficiary may declare all sums secured hereby
to be immediately due and payable; and thereupon all such unpaid
balance, together with all accrued interest thereon and premium, if
any, shall be and become immediately due and payable.

b. The Beneficiary personally or by agents or attorneys
may enter into and take possession of all or any part of the Property
or the Personal Property (collectively, the "Collateral"), and may
forthwith use, operate and manage the Collateral, collect the earnings
and income therefrom, pay all principal charges including taxes and
assessments levied thereon and operating and maintenance expenses and
all disbursements and liabilities of the Collateral hereunder and
apply the net proceeds arising from any such operation of the
Collateral as provided in Section 14 hereof in respect of the proceeds
of a sale of the Collateral.

c. The Trustee, if at the time such action may be lawful
and always subject to compliance with any mandatory legal
requirements, either with or without taking possession and either
before or after taking possession and without instituting any legal
proceedings whatsoever and having first given notice of such sale by
registered mail to the Trustor once at least 20 days prior to the date
of such sale, and any other notice which may be required by law, sell
and dispose of said Collateral or any part thereof at public auction
or private sale to the highest bidder, which may be the Beneficiary or
the holder of any of the notes or other obligations secured hereby, in
one lot as an entirety or in separate lots (the Trustor for itself and
for all who may claim by, through or under it hereby expressly waiving
and releasing all rights to have the Collateral marshalled), and
either for cash or on credit and on such terms as the Trustee may
determine and at any place (whether or not it be the location of the
Collateral or any part thereof) designated in the notice above
referred to. Any such sale or sales may be adjourned from time to
time by announcement at the time and place appointed for such sale or
sales or for any such adjourned sale or sales, without further
published notice.

12
<PAGE> 200

d. The Trustee may proceed to protect and enforce its
rights by a suit or suits in equity or at law, or for the specific
performance of any covenant or agreement contained herein or in the
notes or other obligations secured hereby, or in aid of the execution
of any power herein or therein granted, or for the foreclosure of this
Deed of Trust, or for the enforcement of any other appropriate legal
or equitable remedy. Upon the bringing of any suit to foreclose this
Deed of Trust or to enforce any other remedy available hereunder, the
plaintiff shall be entitled as a matter of right, without notice and
without giving bond to the Trustor or anyone claiming under, by or
through it, and without regard to the solvency or insolvency of the
Trustor or the then value of the premises, to have a receiver
appointed of all the Collateral and of the earnings, income, rents,
issues, profits and proceeds thereof, with such power as the court
making such appointment shall confer, and the Trustor does hereby
irrevocably consent to such appointment.

e. In case of any sale of the Collateral, or of any part
thereof, pursuant to any judgment or decree of any court or otherwise
in connection with the enforcement of any of the terms of this Deed of
Trust, the Obligations, if not previously due, and premium, if any,
and the interest accrued thereon, shall at once become and be
immediately due and payable; also in the case of any such sale, the
Beneficiary may bid and become the beneficiary, and the beneficiary or
Beneficiary, for the purpose of making settlement for or payment of
the purchase price, shall be entitled to turn in and use the Senior
Notes and other obligations secured hereby, and any claims for
interest and premium matured and unpaid thereon, in order that there
may be credited as paid on the purchase price the sum apportionable
and applicable to the Senior Notes and other obligations secured
hereby, including principal and interest and premium thereof, out of
the net proceeds of such sale after allowing for the proportion of the
total purchase price required to be paid in actual cash. If at any
foreclosure proceeding the Collateral shall be sold for a sum less
than the total amount of indebtedness for which judgment is therein
given, the Trustee shall be entitled to the entry of a deficiency
decree against the Trustor and against the property of the Trustor for
the amount of such deficiency.

f. The Beneficiary may employ an engineer to enter upon
and inspect the Collateral, and to prepare a report with respect to
the compliance of the Collateral with local, state and federal
environmental laws, rules and regulations. The Beneficiary shall have
a reasonable period of time, but in no event less than 90 days, in
which to obtain such environmental report, to furnish the results of
such environmental report to the Secured Parties. The failure of the
Beneficiary to exercise any of the remedies provided under this Deed
of Trust during the time period provided in the previous sentence
shall not be deemed a waiver of any of the remedies provided in this
Deed of Trust. The Trustor agrees to cooperate with the Beneficiary
and its agents and employees for the purposes of preparing such
environmental report, which cooperation shall include, but not be
limited to, allowing the engineer hired by the Beneficiary to enter
upon the Collateral for the purposes of making inspections, conducting
tests and taking samples, and making available such books, records,
reports and allowing interviews with such

13
<PAGE> 201
agents, officers and employees of the Trustor as the Beneficiary may
deem reasonably necessary.

g. The Beneficiary shall have any and all rights and
remedies (including, without limitation, extra-judicial power of sale)
provided to a secured party by the Uniform Commercial Code with
respect to any and all parts of the Collateral which are and which are
deemed to be governed by the Uniform Commercial Code. Without
limiting the generality of the foregoing, the Beneficiary shall, with
respect to any part of the Collateral constituting property of the
type in respect of which realization on a lien or security interest
granted therein is governed by the Uniform Commercial Code, have all
the rights, options and remedies of a secured party under the Uniform
Commercial Code, including, without limitation, the right to the
possession of any such property, or any part thereof, and the right to
enter without legal process any premises where any such property may
be found. Any requirement of said Code for reasonable notification
shall be met by mailing written notice to the Trustor in accordance
with Section 22 at least 10 days prior to the sale or other event for
which such notice is required. The proceeds of any sale or
realization upon any such property shall be applied to the payment of
the indebtedness hereby secured, after first deducting therefrom any
expenses for retaking, selling and otherwise disposing of said
property, including reasonable attorneys' fees and legal expenses
incurred by the Beneficiary in connection therewith.

It is understood and agreed that all rights, remedies and
powers provided by this Section 13 may be exercised only to the extent that the
exercise thereof does not violate any applicable provision of law in the State
of California and all provisions of this Section 13 are intended to be subject
to all applicable mandatory provisions of law which may be controlling in the
premises and to be limited to the extent necessary so that they will not render
this Deed of Trust invalid or unenforceable or not entitled to be recorded,
registered or filed under the provisions of any applicable law, including
without limitation Sections 564, 580a and 726 of the California Code of Civil
Procedure and Sections 2924, 2924b and 2924c of the California Civil Code.

Any sale, whether under any power of sale hereby given or by
virtue of judicial proceedings, shall operate to divest all right, title,
interest, claim and demand whatsoever, either at law or in equity, of the
Trustor in and to the property sold and shall be a perpetual bar, both at law
and in equity, against the Trustor, its successors and assigns, and against any
and all persons claiming the property sold or any part thereof under, by or
through the Trustor, its successors or assigns.

14
<PAGE> 202

14. APPLICATIONS OF PROCEEDS

All proceeds except for insurance proceeds received by
Beneficiary in respect of any sale of, collection from, or other realization
upon all or any part of the Collateral may, in the discretion of Beneficiary be
held by Beneficiary as collateral for, and/or then or at any time thereafter
applied in whole or in part by Beneficiary against the Obligations in the
following order of priority:

FIRST: To the payment of the costs and expenses of such sale,
collection or other realization, and all expenses, liabilities and
advances made or incurred by Beneficiary in connection therewith, in
accordance with this Section 14;

SECOND: After payment in full of the amounts specified in the
preceding subparagraph, to the payment of all of the Obligations in
accordance with the terms of the Intercreditor Agreement; and

THIRD: After payment in full of the amounts specified in the
preceding subparagraphs, to the payment to or upon the order of
Trustor, or to whomsoever may be lawfully entitled to receive the same
or as a court of competent jurisdiction may direct, of any surplus
then remaining from such proceeds.

15. ADDITIONAL SECURITY

The Trustee shall be entitled to enforce payment and
performance of any indebtedness or obligations secured hereby and to exercise
all rights and powers under this Deed of Trust or under any other agreement or
any laws now or hereafter in force, notwithstanding that some or all of the
indebtedness and obligations secured hereby are now or shall hereafter be
otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment
or otherwise; and neither the acceptance of this Deed of Trust nor its
enforcement, whether by court action or pursuant to the power of sale or other
powers herein contained, shall prejudice or in any manner affect the Trustee's
or the Beneficiary's right to realize upon or enforce any other security now or
hereafter held by the Trustee or the Beneficiary, it being agreed either that
the Trustee or the Beneficiary shall be entitled to enforce this Deed of Trust
and any other security now or hereafter held by the Beneficiary or the Trustee
in such order and manner as it may in its uncontrolled discretion determine.

15
<PAGE> 203

16. TRANSFER OF PERMITS

The Trustor covenants that, upon the occurrence of an Event of
Default and the acceleration of the Obligations, it will do, execute and
deliver all and every further act, deed, conveyance and transfer necessary or
proper in order to transfer to the Trustees or their successors in interest all
and every environmental license and permit allowed to be transferred under the
provisions of California law, including but not limited to permits for the
operation of equipment allowed to be transferred under Cal. Health & Safety
Code Section 42310.5 (West), 1987 Cal. Legis. Serv. AB 329 (West).

17. NOTICES OF ACTIONS

a. The Trustor requests that a copy of any notice of
default and a copy of the Notice of Sale of any sale commenced by the Trustee
hereunder (as required by Section 2924 of the California Civil Code) shall be
mailed to it an accordance with the Section 22.

b. The Trustee shall be under no obligation to notify
any party hereto of any action or proceeding of any kind in which the Trustor,
the Beneficiary or the Trustee shall be a party, unless brought by the Trustee,
or of any pending sale under any other deed of trust.

18. CHARGE FOR PROVISION OF STATEMENT

For any statement regarding the obligations secured hereby, a
charge, which the Trustor agrees to pay, may be made in an amount not exceeding
the maximum allowed by law at the time any such statement is requested.

19. WAIVER OF STATUTE OF LIMITATIONS

The right to plead any and all statutes of limitations as a
defense to any demand secured by this Deed of Trust is hereby waived.

20. IRREVOCABLE BY THE TRUSTOR

The trust created hereby is irrevocable by the Trustor.

21. SUBSTITUTION OF TRUSTEE

The Beneficiary may substitute a successor Trustee from time
to time by recording at the places required by law an instrument stating the
election by the Beneficiary to make such substitution and identifying this Deed
of Trust.

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<PAGE> 204
22. NOTICES

All notices, requests and demands to be made hereunder to the
parties hereto shall made in writing and shall be delivered by personal service
(including, without limitation, hand courier and express service) or sent by
registered or certified mail, return receipt requested, through the United
States postal service to the addresses shown below or such other addresses
which the parties may provide to one another in accordance herewith. Unless
otherwise provided herein, such notices, requests and demands shall be
effective in accordance with the terms of the Intercreditor Agreement;
provided, however, that any notice or other communication to the Beneficiary
shall not be effective until actually received by a Responsible Officer of the
Beneficiary.

To: Beneficiary: United States National Trust Company
of New York
114 West 47th Street
New York, New York 10036

To: Trustor: Huntway Partners, L.P.
25129 The Old Road, Suite 322
Newhall, California 91381
Attention: Chief Executive Officer

23. SUCCESSORS BOUND

This Deed of Trust shall bind, and the benefits shall inure
to, the respective parties hereto, the Beneficiary, their legal
representatives, successors in office or interest, and assigns.

24. SEVERABILITY OF INVALID PROVISIONS

If any provision of this Deed of Trust should be held
unenforceable or void, in whole or in part, then such unenforceable or void
provision or part shall be deemed separable from the remaining provisions and
shall in no way affect the validity of the remainder of this Deed of Trust.

25. AMENDMENTS; RELEASES OR RECONVEYANCES

Without affecting the liability of any other person liable for
the payment of any obligation herein mentioned, and without affecting the lien
or charge of this Deed of Trust upon any property not then or theretofore
released as security for the full amount of all unpaid obligations, the Trustee
may, in accordance with the Intercreditor Agreement, from time to time, and
without notice to the Trustor, release any person other than the Trustor so
liable, extend the maturity or alter any of the terms of any such obligation,
or grant other indulgences, release or reconvey, or cause to be released or
reconveyed, any portion or all of the Collateral, release any other or
additional security for any obligation herein mentioned, or make compositions
or other

17
<PAGE> 205
arrangements with debtors in relation thereto; and if the Trustee at any time
holds any additional security for any obligations secured hereby, it may
enforce the sale thereof or otherwise realize upon the same at its option,
either before or concurrently herewith or after a sale is made hereunder.

26. HEADINGS AND REFERENCES

The headings or titles of the several sections, subsections
and subdivisions hereof shall be solely for convenience of reference and shall
not affect the meaning, construction or effect of this Deed of Trust. All
references herein to "sections," "subsections" and other subdivisions are to
the corresponding sections, subsections or subdivisions of this Deed of Trust.
The words "herein," "hereof," "hereby," "hereunder" and other words of similar
import refer to this Deed of Trust as a whole and not to any particular
section, subsection or subdivision hereof. Words of the masculine gender shall
mean and include words of the feminine and neuter genders.

27. GOVERNING LAW; VENUE

The laws of the State of California shall govern this Deed of
Trust, the interpretation thereof and any right or liability arising hereunder.

28. ATTORNEYS' FEES

In the event of any action at law or in equity between the
parties hereto to interpret or enforce any of the provisions of this Deed of
Trust, the non-prevailing party or parties to such litigation shall pay to the
prevailing party or parties all costs and expenses, including actual attorneys'
fees, incurred therein by such prevailing party or parties; and if such
prevailing party or parties shall recover judgment in any such action or
proceeding, such costs, expenses and attorneys' fees may be included in and as
part of such judgment. The prevailing party shall be the party who is entitled
to recover its costs of suit, whether or not the suit proceeds to final
judgment. A party not entitled to recover its costs of suit shall not recover
attorneys' fees.

29. ACCEPTANCE OF TRUST

The Trustee accepts this Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law. The
Trustee shall not be obligated to notify any party hereto of any pending sale
under any other deed of trust or of any action or proceeding in which the
Trustor, the Beneficiary or the Trustee shall be a party, unless brought by the
Trustee.

[Remainder of page intentionally omitted.]

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<PAGE> 206

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

TRUSTOR:
----------------------------------

By
----------------------------------
President

BENEFICIARY:
UNITED STATES TRUST COMPANY OF NEW YORK

BY:
-------------------------------
TITLE:
----------------------------

S-1
<PAGE> 207
STATE OF CALIFORNIA )
) ss.
COUNTY OF )

On __________ __, 1996, before me, __________________,
personally appeared __________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature
on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.

WITNESS my hand and official seal.

Signature ________________________ (Seal)

S-2

<PAGE> 208

STATE OF NEW YORK )
) ss.
COUNTY OF )

On __________ __, 1996 before me, ____________________,
personally appeared _____________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature
on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.

WITNESS my hand and official seal.

Signature ________________________ (Seal)

S-3

<PAGE> 209
EXHIBIT A

Legal Description of Real Property

A-1

<PAGE> 210
EXHIBIT B

Other Personal Property

All of Trustor's right, title and interest in and to the
following, in each case whether now or hereafter existing or in which Trustor
now has or hereafter acquires an interest and wherever the same may be located:

1. all equipment in all of its forms, all plant
fixtures, business fixtures and other fixtures and storage and office
facilities, and all parts thereof, accessions thereto and products thereof
including, but not limited to the following:

Thirteen (13) crude oil and refined product storage tanks with tank
walkways, product distribution and transportation pipelines, pipe
racks and chases, meters, pumps, hot oil loading equipment, railroad
and truck loading and unloading racks, and related machinery,
equipment and apparatus;

Oil asphalt refining and fractionating process equipment and modules,
steam coils, pipes and valves, vapor recovery systems, pig launchers,
one vacuum tower, one fractionating tower, one flash tower, desalter
unit, fractionator, furnaces, hydrogen sulfide removal equipment, heat
exchanger units, mixing units, naptha hydro treaters, crude units,
naptha reformers, liquid propane gas units, boilers, pressure vessels
and compressors, related miscellaneous process modules, one merox
unit, alarm systems, heat and pressure monitoring system, fire
prevention equipment, and related machinery, equipment and apparatus;

All waste water treatment machinery, equipment and apparatus;

All inventory and production process laboratory testing equipment and
apparatus; and

All spare parts for the above machinery, equipment and apparatus.

All office furniture, furnishings and equipment, personal computers,
radio equipment, desks, conference tables, credenzas, shelving,
storage cabinets and chairs.

2. all accounts, contract rights, chattel paper,
documents, instruments, general intangibles and other rights and obligations of
any kind and all rights in, to and under all security agreements, leases and
other contracts securing or otherwise relating to any such accounts, contract
rights, chattel paper, documents, instruments, general intangibles or other
obligations;

3. to the extent not included in any other paragraph of
this description of collateral, all other general intangibles (including
without limitation tax refunds, rights to payment or performance, chooses in
action and judgments taken on any rights or claims included in the Collateral);

B-1
<PAGE> 211
4. all books, records, ledger cards, files,
correspondence, computer programs, tapes, disks and related data processing
software that at any time evidence or contain information relating to any of
the Collateral or are otherwise necessary or helpful in the collection thereof
or realization thereupon; and

5. all proceeds, products, rents and profits of or from
any and all of the foregoing Collateral and, to the extent not otherwise
included, all payments under insurance (whether or not Beneficiary is the loss
payee thereof), or any indemnity, warranty or guaranty, payable by reason of
loss or damage to or otherwise with respect to any of the foregoing Collateral.
For purposes of this Agreement, the term "PROCEEDS" includes whatever is
receivable or received when Collateral or proceeds are sold, exchanged,
collected or otherwise disposed of, whether such disposition is voluntary or
involuntary.

B-2
<PAGE> 212

EXHIBIT D-8

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
F. Thomas Muller
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071-2899

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

AMENDED, RESTATED, AND CONSOLIDATED

DEED OF TRUST

WITH

FIXTURE FILING

HUNTWAY PARTNERS, L.P.

Dated as of December 12, 1996

================================================================================
<PAGE> 213
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. GRANT IN TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
--------------

2. OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
-----------

3. SECURITY AGREEMENT AND FIXTURE FILING . . . . . . . . . . . . . . . . . . . 5
-------------------------------------

4. ASSIGNMENT OF LEASES AND RENTS . . . . . . . . . . . . . . . . . . . . . . . 6
------------------------------

5. COVENANTS OF THE TRUSTOR . . . . . . . . . . . . . . . . . . . . . . . . . . 6
------------------------

6. CONDEMNATION PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
---------------------

7. ACCEPTANCE NOT WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
---------------------

8. CONVEYANCE, EASEMENTS, SUBORDINATION, RELEASES . . . . . . . . . . . . . . . 11
----------------------------------------------

9. RIGHT OF ENTRY FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . 11
-----------------------------

10. ENTRY, POSSESSION, OPERATION OF PROPERTY . . . . . . . . . . . . . . . . . . 11
----------------------------------------

11. SATISFACTION AND RECONVEYANCE . . . . . . . . . . . . . . . . . . . . . . . 12
-----------------------------

12. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
-------

13. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
--------

14. APPLICATIONS OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . 16
------------------------

15. ADDITIONAL SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
-------------------

16. TRANSFER OF PERMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
-------------------

17. NOTICES OF ACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
------------------

18. CHARGE FOR PROVISION OF STATEMENT . . . . . . . . . . . . . . . . . . . . . 17
---------------------------------

19. WAIVER OF STATUTE OF LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . 17
--------------------------------

20. IRREVOCABLE BY THE TRUSTOR . . . . . . . . . . . . . . . . . . . . . . . . . 17
--------------------------

21. SUBSTITUTION OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . 17
-----------------------
</TABLE>

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<PAGE> 214
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
22. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
-------

23. SUCCESSORS BOUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
----------------

24. SEVERABILITY OF INVALID PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 18
----------------------------------

25. AMENDMENTS; RELEASES OR RECONVEYANCES . . . . . . . . . . . . . . . . . . . . 18
-------------------------------------

26. HEADINGS AND REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
-----------------------

27. GOVERNING LAW; VENUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
--------------------

28. ATTORNEYS' FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
---------------

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

EXHIBIT B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
</TABLE>

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<PAGE> 215
AMENDED, RESTATED AND CONSOLIDATED
DEED OF TRUST WITH FIXTURE FILING

THIS AMENDED, RESTATED AND CONSOLIDATED DEED OF TRUST WITH
FIXTURE FILING (this "DEED OF TRUST") is made as of December 12, 1996, by and
among HUNTWAY PARTNERS, L.P., a Delaware limited partnership and successor in
interest to Huntway Refining Company, L.P. ("Trustor") to Chicago Title
Insurance Company ("Trustee") and United States Trust Company of New York, as
Collateral Agent for the Secured Parties (as defined in the Intercreditor
Agreement referred to below) ("Beneficiary").

RECITALS

WHEREAS, Trustor and certain Note Purchasers (the "Note
Purchasers") executed those certain Note Purchase Agreements dated as of
December 1, 1987, pursuant to which Trustor issued those its Series 12.25%
Notes due December 1, 1997 (the "Original Notes");

WHEREAS, the Original Notes were secured by an Indenture of
Trust dated as of December 1, 1987 from the Trustor to Security Pacific
National Bank ("Security Pacific");

WHEREAS, partial as security for the Original Notes, Trustor
executed that certain Deed of Trust and Security Agreement dated as of December
1, 1987 to Chicago Title Insurance Company, as Deed of Trust Trustee, and
Security Pacific National Bank, as Beneficiary, which Deed of Trust was
recorded in the Official Records of the County of Los Angeles, State of
California, on January 11, 1988, as Instrument No. 88-0034446 (the "Original
Deed of Trust");

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<PAGE> 216
and Deeds of Trust dated as of June 22, 1993 and recorded in the Official
Records of the County of Los Angeles, State of California, on July 28, 1993 as
Instrument No. 93-1454086;

WHEREAS, the Original Deed of Trust was amended pursuant to
that certain Amendment to Deed of Trust and Security Agreement and Other
Security Documents dated as of June 22, 1993 by and between Trustor and
Beneficiary and recorded in the Official Records of the County of Los Angeles,
State of California on July 28, 1993 as Instrument No. 93-1454087 (the Original
Deed of Trust, as so assigned and amended, being the "Existing Senior Deed of
Trust");

WHEREAS, as further security for certain obligations of
Trustor owed to Beneficiary as collateral agent for the Existing Secured
Parties, Trustor executed a Short Form Deed of Trust and Assignment of Rents
(Partnership) dated as of June 22, 1993 and recorded in the Official Records of
the County of Los Angeles, State of California, on July 28, 1993 as Instrument
No. 93-1454088 (the "Existing Junior Deed of Trust");

WHEREAS, Trustor is a debtor and debtor in possession under
chapter 11 of Title 11 of the United States Code, having commenced a bankruptcy
case on November 12, 1996;

WHEREAS, pursuant to the Plan, Trustor will, among other
things, (i) amend and restate the Existing Collateralized Note Indenture
pursuant to the Amended and Restated Collateralized Note Indenture with Fleet
National Bank of Massachusetts, as indenture trustee, dated as of December 12,
1996 (said indenture, as it may be amended, supplemented, restated or otherwise
modified from time to time, being the "Collateralized Note Indenture"), (ii)
issue Senior Notes (Other) in an original aggregate principal amount of
$14,400,000.00 and Senior Notes (Sunbelt IDB) in the original aggregate
principal amount of $9,100,000.00 pursuant to the Collateralized Note
Indenture, (iii) amend that certain Letter of Credit and Reimbursement
Agreement dated as of June 22, 1993, by and among the Trustor, Sunbelt Refining
Company, L.P., and Bankers Trust Company, as letter of credit bank, pursuant to
the First Amendment to Letter of Credit Agreement dated as of December 12, 1996
(said letter of credit agreement, as so amended and as it may hereafter be
further amended, supplemented, restated, or otherwise modified from time to
time being the "Letter of Credit Agreement") and (iv) amend, restate and
consolidate the Existing Senior Deed of Trust and the Existing Junior Deed of
Trust pursuant to this Deed of Trust;

WHEREAS, the obligations evidenced by the Senior Notes (Other)
and the Senior Notes (Sunbelt IDB) constitute a continuation of obligations
previously evidenced by the Existing Secured Notes;

WHEREAS, pursuant to the Plan, the holders of the Senior
Notes, Bankers Trust Company, as letter of credit bank under the Letter of
Credit Agreement and Beneficiary have

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<PAGE> 217
entered into that certain Amended and Restated Intercreditor and Collateral
Trust Agreement dated as of December 12, 1996 (said agreement, as it may
hereafter be amended, supplemented, restated, or otherwise modified from time
to time being the "Intercreditor Agreement"; capitalized terms used herein
without definition have the meanings assigned thereto in the Intercreditor
Agreement) pursuant to which the parties thereto have set forth their agreement
regarding the decision making process with respect to exercise of remedies
under this Deed of Trust and the other Collateral Documents;

WHEREAS, Trustor and Beneficiary desire to amend, restate and
consolidate the Existing Senior Deed of Trust with the Existing Junior Deed of
Trust in order to provide that it shall secure the payment and performance of
all Secured Obligations of Trustor (as "Secured Obligations" is defined in the
Intercreditor Agreement) including, without limitation, all obligations in
respect of the Collateralized Note Indenture, the Senior Notes and the Letter
of Credit Agreement, and all obligations of Trustor hereunder;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the Trustor shall have executed this Deed of Trust;

1. GRANT IN TRUST

The Trustor irrevocably grants, transfers and assigns to the
Trustee, in trust, with power of sale and right of entry and possession, the
entire right, title and interest of Trustor in and to that certain real
property ("Land") situated in Los Angeles County, State of California, and more
particularly described in Exhibit A attached hereto and made a part hereof, all
right, title and interest that the Trustor otherwise now has or may hereafter
acquire in the Land, together with all right, title and interest that the
Trustor now has or may hereafter acquire in:

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<PAGE> 218
other personal property acquired with debt permitted under section
406(i) of the Collateralized Note Indenture until such time as such
financing is paid in full ("Equipment");

(iv) All leases or subleases with respect to the Land,
Facilities, Appurtenances and Equipment ("Leases");

FOR THE PURPOSE OF SECURING:

2. OBLIGATIONS

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<PAGE> 219
of credit issued thereunder, whether for principal, interest (including,
without limitation, interest, that but for the filing of a petition in
bankruptcy with respect to Trustor or Sunbelt Refining Company, L.P., a
Delaware limited partnership ("Sunbelt"), would accrue on such obligations),
fees, expenses or otherwise and all obligations of Trustor now or hereafter
existing under this Deed of Trust (all such obligations are referred to herein
as the "Obligations").

3. SECURITY AGREEMENT AND FIXTURE FILING

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<PAGE> 220
4. ASSIGNMENT OF LEASES AND RENTS

a. The Trustor hereby absolutely and irrevocably assigns
to the Beneficiary the Leases and Rents. The Beneficiary authorizes the
Trustor, prior to any default in the payment of any indebtedness secured hereby
or in the performance of any covenant or obligation contained herein or
otherwise secured hereby, to collect and use all such Rents as they become due
and payable and to exercise all rights under the Leases if not otherwise
restricted under the Collateralized Note Indenture. The foregoing assignment
shall not impose upon the Beneficiary any duty to produce Rents from the
Property or cause the Beneficiary to be a "mortgagee in possession" for any
purpose.

5. COVENANTS OF THE TRUSTOR

For the purpose of protecting and preserving the security of
this Deed of Trust, the Trustor promises and agrees to comply with each of the
following covenants:

a. Maintenance of Property.

(1) The Trustor shall take all action necessary to
keep the Property at all times in good condition and repair.

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<PAGE> 221
(3) The Trustor shall complete promptly and in
good and businesslike manner any building or other improvements which may be
constructed on the Land, to promptly restore in like manner (to the extent
permitted by law) any Facilities which may be damaged or destroyed thereon, and
to pay when due all claims for labor performed and materials furnished
therefor, provided that the Trustor shall not be required to pay any such claim
if it shall in good faith contest the validity thereof and, if so contested,
shall provide for the payment thereof in a manner reasonably satisfactory to
the Beneficiary;

(5) The Trustor shall not to commit or permit any
waste, and not to permit any deterioration, of the Property.

(1) keep the Property (a) fully insured against
all physical loss including by fire, windstorm, explosion, and with extended
coverage in an amount not less than the full insurable value thereof (i.e., the
actual replacement cost, without allowing for depreciation, excluding
foundation and excavation costs and costs of underground flues, pipes, drains
and other uninsurable items) as determined from time to time but not less often
than once every three years by an architect, contractor, appraiser, appraisal
company, one of the insurers or the Trustor's insurance broker, which policy or
policies may have a deductible clause in an amount which is customary in the
case of corporations of established reputations engaged in a same or similar
business and similarly situated, but in no case to exceed $500,000; and (b)
insured against physical loss by earthquake, which policy shall be in an amount
not less than $1,000,000; and (c) insured against physical loss by flood which
policy shall be in an amount not less than $5,000,000; provided that all such
insurance excluding earthquake insurance and flood insurance shall in any event
be in amounts sufficient to prevent the Trustor from being a co-insurer of any
partial loss under the applicable policies. The policies of insurance shall
provide that (i) the loss, if any, thereunder shall be payable to the
Beneficiary under a standard mortgagee loss payable clause in form and
substance satisfactory to the Beneficiary, and (ii) such

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<PAGE> 222
policies shall not be cancelled without at least 30 days' prior written notice
to the Beneficiary; and

(2) maintain comprehensive general public
liability insurance against claims for bodily injury, death or property damage
occurring on, in or about the Property of the Trustor and liability insurance,
covering the operations of the Trustor with single-limit coverage of not less
than $1,000,000 and with umbrella coverage of not less than $10,000,000. Such
policies of insurance may have a deductible clause in an amount which is
customary in the case of corporations of established reputations engaged in a
same or similar business and similarly situated, but in no case to exceed
$250,000. Such policies of insurance shall provide that (i) the Beneficiary
shall be named as an additional insured party thereunder, and (ii) such
policies shall not be cancelled without at least 30 days' prior written notice
to the Beneficiary.

d. Payment of Taxes, Liens, Etc.

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<PAGE> 223
(2) The Trustor shall pay when due all
encumbrances (including any debt secured by deed of trust), ground rents, liens
or charges, with interest, on the Property or any part thereof which appear to
be prior or superior hereto, and to pay immediately and in full all such
encumbrances, rents, liens or charges, if any, which may now be due or payable;
provided that the Trustor shall not be required to pay any such encumbrances,
rent, lien or charge if it shall in good faith contest the validity thereof
and, if so contested, shall provide for the payment thereof in manner
satisfactory to the Beneficiary.

(3) The Trustor shall pay when due all costs,
fees and expenses of these trusts, including costs of evidence of title and the
Trustee's fees in connection with sale, whether completed or not, which amounts
shall become due upon delivery to the Trustee of declaration of default and
demand for sale, as hereinafter provided.

e. Ground Lease.

(1) The Trustor will not without the written
consent of the Beneficiary terminate, modify, amend or accept a surrender of,
or offer or agree to any termination, modification, amendment or surrender of
the Ground Lease (as such term is defined on Exhibit A hereto), or by
affirmative act consent to the creation or existence of any lien (other than
the security interest and lien of this Deed of Trust) to secure the payment of
indebtedness upon the Trustor's right, title and interest under and to such
Ground Lease.

(2) The Trustor will at all times promptly and
faithfully keep and perform or cause to be kept and performed, all of the
covenants and conditions contained in the Ground Lease by the tenant therein to
be kept and performed and in all respects conform to and comply with the terms
and conditions of the Ground Lease and not do or permit anything to be done,
the doing of which, or refrain from doing anything, the omission of which, will
be grounds for declaring a forfeiture of the Ground Lease.

(3) The Trustor will furnish the Beneficiary with
(i) prompt written notice of any default under the Ground Lease, (ii) any
notice of default from the Landlord under the Ground Lease within five days of
the Company's receipt of such notice, and (iii) a copy of any other notice,
communication, plan, specification or other instrument or document received or
given by it in any way relating to or affecting the Ground Lease which may
concern or affect the estate of the landlord or tenant in or under the Ground
Lease or in the property thereby demised, within five days of the Company's
receiving or sending such notice, communication, plan, specification or other
instrument or document.

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<PAGE> 224
(4) The Trustor will not, without the written
consent of the Beneficiary, exercise any option to purchase all or any part of
the real property under the Option Agreement described in Exhibit A hereto, or
any land contiguous thereto.

f. Environmental Covenants. The Trustor shall not
conduct or allow to be conducted any activity on the Property or use the
Property in any manner (i) which would cause such Property or any part thereof
to become a hazardous waste treatment, storage or disposal facility within the
meaning of, or otherwise place such Property in violation of, the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section Section 6901 et
seq., or any similar state law or local ordinance, as a result of the
generation of non-de minimis amounts of hazardous waste, (ii) so as to cause a
release or threat of release of any hazardous substance or hazardous waste from
the Property within the meaning of, or otherwise violate the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
Section Section 9601-9657, or so as to violate any similar state law or local
ordinance or other environmental law pertaining to a release or threat of
release of any hazardous substance or hazardous waste from the Property, (iii)
so as to cause a discharge of pollutants or effluents into any water source or
system, or the discharge into the air of any emissions, which would require a
permit under the Federal Water Pollution Control Act, 33 U.S.C. Section Section
1251 et seq., or the Clean Air Act, 42 U.S.C. Section Section 741, et seq., or
any similar state law or local ordinance, unless such a permit shall be in full
force and effect and such discharge shall be in material compliance therewith,
or (iv) which would cause a violation, other than those described in clauses
(i) and (ii) above of this Section 5(f) which is material in nature, of any of
the follow laws, ordinances, rules or regulations: (A) Safe Drinking Water Act
(42 U.S.C. Section 300f, et seq.); (B) Toxic Substances Control Act (15 U.S.C.
Section 2601, et seq.); (C) The Porter-Cologne Water Quality Control. Act
(Water Code, Section 13000, et seq.); (D) California Hazardous Waste Control
Law (Health & Saf. Code, Section 25100, et seq.); (E) Carpenter-Presley-Tanner
Hazardous Substance Account Act (Health & Saf. Code, Section 25300); (F)
Mulford-Carrell Air Resources Act (Health & Saf. Code, Section 39000, et seq.);
(G) Rules and Regulations of the Bay Area Air Quality Management District; (H)
Rules and Regulations of the South Coast Air Quality Management District; or
(I) any other applicable law, ordinance, rule or regulation relating to
environmental protection; provided further, that the Trustor agrees to
indemnify and hold Trustee and Beneficiary harmless from and against any and
all costs or liabilities, including reasonable attorneys' fees, resulting from
the Trustor's violation of this Section 5(f).

6. CONDEMNATION PROCEEDS

Should any of the Property be taken by the exercise of the
power of eminent domain, the Trustor may accept any award or consideration
stated to be satisfactory to the Trustor in an Officers' Certificate delivered
to the Beneficiary, and the Trustee shall release the property so taken upon
being furnished with an opinion of counsel satisfactory to the Beneficiary to
the effect that such property has been taken by the exercise of the power of
eminent domain. In the event of such proceeding, the Beneficiary may be
represented by counsel and the Beneficiary may or may not become a party
thereto as the Beneficiary in its discretion may determine. All condemnation
proceeds of the Property shall be deposited with the Beneficiary

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<PAGE> 225
pursuant to the Intercreditor Agreement and are hereby assigned to the
Beneficiary to be held and disbursed by the Beneficiary as provided in the
Intercreditor Agreement.

7. ACCEPTANCE NOT WAIVER

8. CONVEYANCE, EASEMENTS, SUBORDINATION, RELEASES

9. RIGHT OF ENTRY FOR INSPECTION

10. ENTRY, POSSESSION, OPERATION OF PROPERTY

(1) make any such payment or do any such act in
such manner and to such extent as it may deem necessary to protect the security
hereof, the Trustee and the Beneficiary being authorized to enter upon the
Property for such purposes;

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<PAGE> 226
(2) pay, purchase, contest or compromise any
claim, debt, lien, charge or encumbrance which in the judgment of the Trustee
or the Beneficiary may affect or appear to affect the security of this Deed of
Trust, the interest of the Beneficiary or the rights, powers or duties of the
Trustee or the Beneficiary hereunder; or

11. SATISFACTION AND RECONVEYANCE

12. DEFAULT

Any Event of Default (as defined in the Intercreditor
Agreement), any Event of Default (as defined in the Collateralized Note
Indenture or the Letter of Credit Agreement), or

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<PAGE> 227
any breach by the Trustor of any of its covenants or agreements contained
herein, shall constitute an Event of Default hereunder.

13. REMEDIES

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<PAGE> 228
Trust, or for the enforcement of any other appropriate legal or
equitable remedy. Upon the bringing of any suit to foreclose this
Deed of Trust or to enforce any other remedy available hereunder, the
plaintiff shall be entitled as a matter of right, without notice and
without giving bond to the Trustor or anyone claiming under, by or
through it, and without regard to the solvency or insolvency of the
Trustor or the then value of the premises, to have a receiver
appointed of all the Collateral and of the earnings, income, rents,
issues, profits and proceeds thereof, with such power as the court
making such appointment shall confer, and the Trustor does hereby
irrevocably consent to such appointment.

g. The Beneficiary shall have any and all rights and
remedies (including, without limitation, extra-judicial power of sale)
provided to a secured party by the

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Uniform Commercial Code with respect to any and all parts of the
Collateral which are and which are deemed to be governed by the
Uniform Commercial Code. Without limiting the generality of the
foregoing, the Beneficiary shall, with respect to any part of the
Collateral constituting property of the type in respect of which
realization on a lien or security interest granted therein is governed
by the Uniform Commercial Code, have all the rights, options and
remedies of a secured party under the Uniform Commercial Code,
including, without limitation, the right to the possession of any such
property, or any part thereof, and the right to enter without legal
process any premises where any such property may be found. Any
requirement of said Code for reasonable notification shall be met by
mailing written notice to the Trustor in accordance with Section 22 at
least 10 days prior to the sale or other event for which such notice
is required. The proceeds of any sale or realization upon any such
property shall be applied to the payment of the indebtedness hereby
secured, after first deducting therefrom any expenses for retaking,
selling and otherwise disposing of said property, including reasonable
attorneys' fees and legal expenses incurred by the Beneficiary in
connection therewith.

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<PAGE> 230
14. APPLICATIONS OF PROCEEDS

SECOND: After payment in full of the amounts specified in the
preceding subparagraph, to the payment of all of the Obligations in
accordance with the terms of the Intercreditor Agreement; and

15. ADDITIONAL SECURITY

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<PAGE> 231
16. TRANSFER OF PERMITS

17. NOTICES OF ACTIONS

18. CHARGE FOR PROVISION OF STATEMENT

19. WAIVER OF STATUTE OF LIMITATIONS

The right to plead any and all statutes of limitations as a
defense to any demand secured by this Deed of Trust is hereby waived.

20. IRREVOCABLE BY THE TRUSTOR

The trust created hereby is irrevocable by the Trustor.

21. SUBSTITUTION OF TRUSTEE

22. NOTICES All notices, requests and demands to be made
hereunder to the parties hereto shall made in writing and shall be delivered by
personal service (including, without limitation, hand courier and express
service) or sent by registered or certified mail, return receipt requested,
through the United States postal service to the addresses shown below or such

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<PAGE> 232
other addresses which the parties may provide to one another in accordance
herewith. Unless otherwise provided herein, such notices, requests and demands
shall be effective in accordance with the terms of the Intercreditor Agreement;
provided, however, that any notice or other communication to the Beneficiary
shall not be effective until actually received by a Responsible Officer of the
Beneficiary.

To: Beneficiary: United States National Trust Company
of New York, 114 West 47th Street
New York, New York 10036

To: Trustor: Huntway Partners, L.P.
25129 The Old Road, Suite 322
Newhall, California 91381
Attention: Chief Financial Officer
23. SUCCESSORS BOUND

This Deed of Trust shall bind, and the benefits shall inure
to, the respective parties hereto, the Beneficiary, their legal
representatives, successors in office or interest, and assigns.

24. SEVERABILITY OF INVALID PROVISIONS

25. AMENDMENTS; RELEASES OR RECONVEYANCES

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<PAGE> 233
26. HEADINGS AND REFERENCES

27. GOVERNING LAW; VENUE

The laws of the State of California shall govern this Deed of
Trust, the interpretation thereof and any right or liability arising hereunder.

28. ATTORNEYS' FEES

29. ACCEPTANCE OF TRUST

[Remainder of page intentionally omitted.]

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<PAGE> 234
[Page S-1 to Amended, Restated and Consolidated Deed of Trust]

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

TRUSTOR:

By_______________________________________
President

BENEFICIARY:

UNITED STATES TRUST COMPANY OF NEW YORK

By:______________________________________
Title:___________________________________

S-1
<PAGE> 235
STATE OF CALIFORNIA )
) ss.
COUNTY OF )

WITNESS my hand and official seal.

Signature ________________________ (Seal)

S-2
<PAGE> 236
STATE OF NEW YORK )
) ss.
COUNTY OF )

WITNESS my hand and official seal.

Signature ________________________ (Seal)

S-3
<PAGE> 237
EXHIBIT A

Legal Description of Real Property

A-1
<PAGE> 238
EXHIBIT B

Other Personal Property

All waste water treatment machinery, equipment and apparatus;

All inventory and production process laboratory testing equipment and
apparatus; and

All spare parts for the above machinery, equipment and apparatus.

All office furniture, furnishings and equipment, personal computers,
radio equipment, desks, conference tables, credenzas, shelving,
storage cabinets and chairs.

B-1
<PAGE> 239
4. all books, records, ledger cards, files,
correspondence, computer programs, tapes, disks and related data processing
software that at any time evidence or contain information relating to any of
the Collateral or are otherwise necessary or helpful in the collection thereof
or realization thereupon; and

B-2
<PAGE> 240
EXHIBIT D-9

AMENDED AND RESTATED COLLATERAL ACCOUNTS SECURITY AGREEMENT

This AMENDED AND RESTATED COLLATERAL ACCOUNTS SECURITY
AGREEMENT (this "AGREEMENT") is dated as of December 12, 1996 and entered into
by and between HUNTWAY PARTNERS, L.P., a Delaware limited partnership
("HUNTWAY"), SUNBELT REFINING COMPANY, L.P., a Delaware limited partnership
("SUNBELT"; Huntway and Sunbelt together are referred to herein as "PLEDGORS"),
UNITED STATES TRUST COMPANY OF NEW YORK, as collateral agent for and
representative of (in such capacity herein called "COLLATERAL AGENT") the
Secured Parties named in the Intercreditor Agreement (as defined below) and
BANKERS TRUST COMPANY as an agent of the Collateral Agent maintaining certain
accounts for Pledgors ("Bankers").

PRELIMINARY STATEMENTS

A. Huntway is a debtor and debtor in possession under
chapter 11 of Title 11 of the United States Code, having commenced a bankruptcy
case on November 12, 1996.

B. On November 12, 1996, Huntway submitted to the United
States Bankruptcy Court for the District of Delaware (the "Court") a Plan of
Reorganization dated November 12, 1996 (the "Plan"; capitalized terms used
herein without definition have the meanings assigned thereto in the Plan), and
on December 12, 1996, the Court confirmed the Plan.

C. Pursuant to the Plan, Huntway will, among other
things, (i) enter into the Collateralized Note Indenture and issue Senior Notes
(Other) in an original aggregate principal amount of $14,400,000.00 and a
Senior Note (Sunbelt IDB) in the original aggregate principal amount of
$9,100,000.00 pursuant to the Collateralized Note Indenture and (ii) amend the
Existing Letter of Credit Agreement pursuant to that certain First Amendment to
Letter of Credit Agreement dated as of December 12, 1996 (said letter of credit
agreement, as so amended and as it may hereafter be further amended,
supplemented, restated, or otherwise modified from time to time being the
"Letter of Credit Agreement").

D. Bankers Trust Company, as issuing bank under the
Letter of Credit Agreement, certain financial institutions, as holders of all
of the obligations of Huntway under the Collateralized Note Indenture, and
Collateral Agent (all of such parties being referred to herein as "SECURED
PARTIES") have entered into an Amended and Restated Intercreditor Agreement
dated of even date herewith (said Intercreditor Agreement, as it may hereafter
be amended, supplemented or otherwise modified from time to time, being the
"INTERCREDITOR AGREEMENT"), pursuant to which United States Trust Company of
New York has been appointed Collateral Agent and setting forth their respective
rights with regard to their claims against the assets of Pledgors.

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<PAGE> 241
E. Bankers has agreed to maintain certain bank accounts
described herein as agent for the Collateral Agent as secured party under the
Collateral Documents. All references to Bankers in this Agreement with respect
to such accounts are to Bankers acting as such agent for the Collateral Agent.

F. Pledgors, Bankers and Collateral Agent have
heretofore entered into that certain Collateral Accounts Security Agreement
dated as of June 22, 1993, pursuant to which Pledgors agreed to establish and
maintain certain bank accounts with Bankers and other commercial banks and to
pledge those accounts to Collateral Agent for the benefit of Secured Parties
(the "Existing Collateral Account Agreement").

G. It is a condition precedent to the effectiveness of
the Plan that Pledgors shall amend and restate the Existing Collateral Account
Agreement pursuant to this Agreement and shall have granted the security
interests and undertaken the obligations contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Pledgors, Bankers and Collateral Agent hereby amend and restate
the Existing Collateral Account Agreement as follows:

SECTION 1. DEFINITIONS. The following terms used in this
Agreement shall have the following meanings:

"CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities issued or directly and unconditionally guaranteed by the
United States Government or issued by any agency thereof and backed by the full
faith and credit of the United States, in each case maturing within thirty (30)
days from such date; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within thirty (30) days from such
date and, at the time of acquisition thereof, having the highest rating
obtainable from either Standard & Poor's Corporation or Moody's Investors
Service, Inc.; (iii) commercial paper maturing no more than thirty (30) days
from such date and, at the time of acquisition thereof, having the highest
rating obtainable from either Standard & Poor's Corporation or Moody's
Investors Service, Inc.; and (iv) certificates of deposit (whether or not
Eurodollar in nature) bankers' acceptances, repurchase agreements, reverse
repurchase agreements, Eurodollar time deposits maturing within one year or
similar investments maturing within 12 months from the date of acquisition
thereof issued by Bankers prior to the occurrence of a Sharing Event and issued
by the Collateral Agent after the occurrence of a Sharing Event; provided that
in order to provide Collateral Agent, for the benefit of itself and the other
Secured Parties, with a perfected security interest therein, each Cash
Equivalent described in clauses (i), (ii), or (iv) above shall be either:

(a) evidenced by negotiable certificates or instruments,
or if non-negotiable then issued in the name of Collateral Agent, its
nominee, its custodian or the nominee

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of its custodian, which (together with any appropriate instruments of
transfer) are delivered to, and held by, Collateral Agent (or its
nominee, its custodian or its custodian's nominee) or any agent
thereof (which shall not be Huntway or any of its Affiliates) in the
State of New York; or

(b) in book-entry form and issued by the United States
and subject to pledge under applicable state law and Treasury
regulations and as to which (in the opinion of counsel to Bankers
prior to the occurrence of a Sharing Event or counsel to the
Collateral Agent after the occurrence of a Sharing Event) appropriate
measures shall have been taken for perfection of such security
interests.

"CDSA ACCOUNT" shall have the meaning assigned to that term
in Section 5(a) of this Agreement.

"COLLATERAL" means (i) the Collateral Accounts and all amounts
from time to time on deposit therein, (ii) all Investments, including all
certificates and instruments from time to time representing or evidencing such
Investments and any account or accounts in which such Investments may be held
by, or in the name of, Collateral Agent for or on behalf of Pledgor, (iii) all
notes, certificates of deposit, checks and other instruments and all deposits
and uncertificated securities from time to time hereafter transferred to or
otherwise possessed by, or held in the name of, Collateral Agent (or any agent
of the Collateral Agent) for or on behalf of Pledgor in substitution for or in
addition to any or all of the Collateral, (iv) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the
Collateral, and (v) to the extent not covered by clauses (i) through (iv)
above, all proceeds of any or all of the foregoing Collateral.

"COLLATERAL ACCOUNTS" means each of the Disbursing Accounts,
the Receiving Accounts, the CDSA Account, the Lock Box Accounts, and the
Distribution Account.

"COLLATERAL AGENT" means United States Trust Company of New
York, in its capacity as collateral trustee for, collateral agent for, and
representative of, the other Secured Parties as so appointed in the
Intercreditor Agreement.

"COLLATERAL DOCUMENTS" shall have the meaning assigned to that
term in the Intercreditor Agreement.

"DEPOSIT ACCOUNT" means a demand, time, savings, passbook,
NOW, money market or like account with a bank, savings and loan association,
credit union or like organization other than an account evidenced by a
negotiable certificate of deposit.

"DEPOSITORY BANK" shall have the meaning assigned to that term
in Section 2(a) of this Agreement.

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"DISBURSING ACCOUNTS" shall have the meaning assigned to that
term in Section 2(a) of this Agreement.

"DISTRIBUTION ACCOUNT" shall have the meaning assigned to that
term in Section 6(a) of this Agreement.

"EVENT OF DEFAULT" shall have the meaning assigned to such
term in each of the Letter of Credit Agreement and the Collateralized Note
Indenture.

"EXTRAORDINARY PROCEEDS" shall have the meaning assigned to
that term in the Intercreditor Agreement.

"INTERCREDITOR AGREEMENT" shall have the meaning assigned to
that term in the Preliminary Statements to this Agreement.

"INVESTMENTS" means those investments, if any, made by
Collateral Agent or any agent thereof pursuant to Section 10.

"LOC BANK" means the financial institution issuing letters of
credit under the Letter of Credit Agreement and any Replacement Letter of
Credit Agreement.

"LOCK BOX ACCOUNTS" shall have the meaning assigned to that
term in Section 2(a) of this Agreement.

"PERMITTED ENCUMBRANCES" shall have the meaning assigned to
such term in the Collateralized Note Indenture.

"POTENTIAL EVENT OF DEFAULT" shall have the meaning assigned
to such term in each of the Letter of Credit Agreement and the Collateralized
Note Indenture.

"RECEIVING ACCOUNT AND LOCK BOX AGREEMENT" shall mean an
agreement, substantially in the form of Exhibit A attached hereto, among
Huntway and/or Sunbelt, a Depository Bank, Bankers and Collateral Agent.

"RECEIVING ACCOUNTS" shall have the meaning assigned to that
term in Section 2(a) of this Agreement.

"REPLACEMENT LETTER OF CREDIT AGREEMENT" has the meaning
assigned thereto in the Collateralized Note Indenture.

"SECURED OBLIGATIONS" means all obligations and liabilities of
every nature of Pledgors owing to Secured Parties now or hereafter existing
under or arising out of or in connection with the Letter of Credit Agreement,
the Collateralized Note Indenture, the Senior Notes, the Intercreditor
Agreement and each of the Collateral Documents and all extensions or renewals
thereof, whether for principal, interest (including without limitation interest
that, but

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for the filing of a petition in bankruptcy with respect to Pledgors, would
accrue on such obligations), reimbursement of amounts drawn under Letters of
Credit, fees, commissions, expenses, indemnities or otherwise, whether
voluntary or involuntary, direct or indirect, absolute or contingent,
liquidated or unliquidated, whether or not jointly owed with others, and
whether or not from time to time decreased or extinguished and later increased,
created or incurred, and all or any portion of such obligations or liabilities
that are paid, to the extent all or any part of such payment is avoided or
recovered directly or indirectly from Collateral Agent as a preference,
fraudulent transfer or otherwise, and all obligations of every nature of
Pledgors now or hereafter existing under this Agreement.

"SECURED PARTIES" means the Collateral Agent and the holders
from time to time of the Secured Obligations.

"SENIOR NOTES" shall have the meaning assigned to that term in
the Preliminary Statements to this Agreement.

"SHARING EVENT" shall have the meaning set forth in the
Intercreditor Agreement.

SECTION 2. DISBURSING, RECEIVING AND LOCK BOX ACCOUNTS.

(a) Each Pledgor has established two disbursing accounts
with Bankers, as agent for the Collateral Agent, each of which is described on
Schedule I attached hereto (the "Disbursing Accounts"). Pledgors have also
established certain receiving accounts with Bankers, each of which is described
on Schedule I attached hereto (the "Receiving Accounts") and certain lock box
accounts with certain commercial banks (each of which such bank is referred to
herein as a "Depository Bank"), each of which is described on Schedule I
attached hereto (the "Lock Box Accounts").

(b) In order to establish the applicable Pledgor's,
Collateral Agent's, Bankers' and Depository Bank's rights and obligations with
respect to each Receiving Account, the applicable Pledgor has entered into a
Receiving Account Agreement pursuant to the Existing Collateral Account
Agreement, substantially in the form of Exhibit A attached hereto, with the
applicable Depository Bank. In the event that a Pledgor, a Depository Bank and
Bankers are currently party to a Collection Account Agreement which is
substantially similar to a Receiving Account and Lock Box Agreement, Pledgor
shall enter into an amendment to such Collection Account Agreement whereby (i)
the Depository Bank acknowledges that United States Trust Company of New York
is thereafter acting as Collateral Agent on behalf of itself and the other
Secured Parties and Bankers Trust Company is acting as agent for the Collateral
Agent and (ii) other modifications are made in order to conform such Collection
Account Agreement to the Receiving Account and Lock Box Agreement in all
substantive respects.

(c) Each Pledgor shall notify all of its customers and
account debtors in writing to make any and all payments owing to such Pledgor
by direct deposit to one of its

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Lock Box Accounts; provided that in lieu of having such payments made into a
Lock Box Account, each Pledgor may in good faith collect, to maximize and
expedite cash receipts, payment directly from an account debtor and immediately
transfer the amount collected to the Receiving Account. Notwithstanding the
foregoing, in the event that Pledgors or any Depository Bank shall otherwise
receive any amounts due or other proceeds with respect to any accounts of
Pledgors, Pledgors or such Depository Bank shall hold such amounts in trust for
Collateral Agent and immediately transfer such amounts to the applicable
Receiving Account.

(d) Except as otherwise provided herein, Bankers shall
transfer from such Receiving Account to the applicable Disbursing Account all
amounts received from a Depository Bank pursuant to any Receiving Account and
Lock Box Agreement.

(e) Upon the occurrence of a Sharing Event, Bankers shall
transfer the balances in the Receiving Accounts and Disbursing Accounts to
Collateral Agent for deposit into the Distribution Account by wire transfer in
accordance with the instructions set forth herein.

SECTION 3. [intentionally omitted]

SECTION 4. [intentionally omitted]

SECTION 5. CDSA ACCOUNT.

(a) Pursuant to Section 307(d) of the Collateralized Note
Indenture, Huntway has established and will maintain with Bankers a CDSA
Account which is described on Schedule I attached hereto (the "CDSA Account").

(b) Huntway shall deposit or shall cause to be deposited
amounts in the CDSA Account as required by Section 307(d) of the Collateralized
Note Indenture, and Huntway shall only make or cause to be made withdrawals
from the CDSA Account only prior to the occurrence of a Sharing Event and to
the extent permitted herein and by such Section. Bankers is hereby authorized
to transfer funds from the CDSA Account to (i) a Huntway Disbursing Account to
the extent a refund is required under such Section and (ii) the accounts of the
holders of the Senior Notes in accordance with the terms of the Collateralized
Note Indenture.

(c) Upon the occurrence of a Sharing Event, Bankers shall
transfer the balance in the CDSA Account to the Collateral Agent for deposit
into the Distribution Account by wire transfer in accordance with the
instructions set forth herein.

SECTION 6. DISTRIBUTION ACCOUNT.

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(a) Pursuant to Section 3.2 of the Intercreditor
Agreement, Collateral Agent has established and will maintain a Huntway
Distribution Account which is described on Schedule I attached hereto (the
"Distribution Account").

(b) Upon the receipt by Collateral Agent of any amount
delivered to it pursuant to Section 2.1B of the Intercreditor Agreement,
Collateral Agent shall deposit all such amounts in the Distribution Account.

(c) The LOC Bank shall deposit or shall cause to be
deposited any amounts received by it pursuant to Section 6.02(a)(ii) or
6.02(b)(ii) of the Letter of Credit Agreement (or the corresponding provisions
of any Replacement Letter of Credit Agreement) into the Distribution Account.

(d) Collateral Agent shall administer and distribute all
amounts held in the Distribution Account in accordance with Section 3.2 of the
Intercreditor Agreement.

SECTION 7. NO OTHER ACCOUNTS. Except for the Collateral
Accounts, Pledgors shall not establish or maintain any Deposit Account.

SECTION 8. PLEDGE OF SECURITY FOR SECURED OBLIGATIONS.
Pledgors hereby pledge to Collateral Agent, and hereby grant to Collateral
Agent a security interest in, all of their respective right, title and interest
in and to the Collateral as collateral security for the prompt payment or
performance in full when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including the
payment of amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of
all Secured Obligations. The rights of the Secured Parties arising from or
relating to the pledge and security interest hereby granted by Pledgors in the
Collateral is subject to the terms and provisions of the Intercreditor
Agreement.

SECTION 9. DELIVERY OF PLEDGED COLLATERAL. All certificates
or instruments, if any, representing or evidencing the Collateral shall be
delivered to and held by or on behalf of Bankers as agent for the Collateral
Agent or Collateral Agent pursuant hereto and shall be in suitable form for
transfer by delivery or, as applicable, shall be accompanied by the applicable
Pledgor's endorsement, where necessary, or duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Bankers or Collateral Agent. In the event any Collateral is not evidenced by a
certificate, a notation reflecting title in the name of Collateral Agent or the
security interest of Collateral Agent shall be made in the records of the
issuer of such Collateral or in such other appropriate records as Collateral
Agent may require, all in form and substance satisfactory to Collateral Agent.
Collateral Agent and Bankers shall have the right, at any time in its
discretion and without notice to Pledgors, to transfer to or to register in the
name of Collateral Agent or any of its nominees any or all of the Collateral.
In addition, Collateral Agent and Bankers shall have the right at any time to
exchange certificates or instruments representing or evidencing Collateral for
certificates or instruments of smaller or larger denominations.

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SECTION 10. INVESTMENT OF AMOUNTS IN THE COLLATERAL ACCOUNT.
Cash held by Bankers or Collateral Agent in any Collateral Account shall not be
invested or reinvested except as provided in this Section 10.

(a) Except as otherwise provided in Section 18, any funds
on deposit in any Collateral Account shall be invested by Bankers prior to the
occurrence of a Sharing Event (i) in call deposits of Bankers that shall be
available in the London interbank market or (ii) so long as no Event of Default
or Potential Event of Default shall have occurred and be continuing, and upon
receipt from time to time by Bankers or Collateral Agent from Huntway or
Sunbelt, as the case may be, of appropriate written or tested telex
instructions, in Cash Equivalents. Following the occurrence of a Sharing
Event, the Collateral Agent shall invest funds on deposit in the Disbursing
Account pursuant to the terms of the Intercreditor Agreement.

(b) Bankers or Collateral Agent is hereby authorized to
sell, and shall sell, all or any designated part of the securities constituting
part of the Collateral (i) so long as no Event of Default or Potential Event of
Default shall have occurred and be continuing, upon receipt of appropriate
written or tested telex instructions from Huntway or Sunbelt, as the case may
be, or (ii) in any event if such sale is necessary to permit Bankers or
Collateral Agent to perform its respective duties hereunder. Neither Bankers
nor Collateral Agent shall have any responsibility for any loss resulting from
a fluctuation in interest rates, penalty for liquidating investments prior to
maturity or otherwise. Any interest received in respect of securities
constituting part of the Collateral and the net proceeds of the sale or payment
of any such securities shall be held in the Collateral Account from which such
interest and proceeds are derived by Bankers or Collateral Agent pending
investment thereof pursuant to Section 10(a).

(c) Each Collateral Account shall be subject to such
applicable laws, and such applicable regulations of the Board of Governors of
the Federal Reserve System and of any other appropriate banking or governmental
authority, as may now or hereafter be in effect.

SECTION 11. REPRESENTATIONS AND WARRANTIES. Each Pledgor
severally represents and warrants as follows:

(a) Ownership of Collateral. Each Pledgor is (or at the
time of transfer to Bankers or Collateral Agent thereof will be) the legal and
beneficial owner of the Collateral applicable to it from time to time
transferred by such Pledgor to Collateral Agent or Bankers, free and clear of
any Lien except for the security interest created by this Agreement and the
Collateral Documents and Permitted Encumbrances.

(b) Governmental Authorizations. No authorization,
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body is required for either (i) the grant by Pledgors
of the security interest granted hereby or for the execution, delivery or
performance of this Agreement by Pledgors or (ii) the perfection of or the
exercise

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by Bankers or Collateral Agent of its respective rights and remedies hereunder
(except as may have been taken by or at the direction of Pledgors).

(c) Perfection. The pledge and assignment of the
Collateral pursuant to this Agreement creates a valid and perfected first
priority security interest in the Collateral, securing the payment of the
Secured Obligations.

(d) Deposit Accounts. No Deposit Accounts are maintained
by either Pledgor, other than the Collateral Accounts.

(e) Other Information. All information heretofore,
herein or hereafter supplied to Bankers or Collateral Agent by or on behalf of
each Pledgor with respect to the Collateral is accurate and complete in all
respects.

SECTION 12. FURTHER ASSURANCES. Each Pledgor agrees that
from time to time, at the expense of such Pledgor, it will promptly execute and
deliver all further instruments and documents, and take all further action,
that may be necessary or desirable, or that Bankers or Collateral Agent upon
advice of counsel may request, in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable Bankers or
Collateral Agent to exercise and enforce its rights and remedies hereunder with
respect to any Collateral. Without limiting the generality of the foregoing,
each Pledgor will: (i) execute and file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as
may be necessary or desirable, or as Collateral Agent upon advice of counsel
may request, in order to perfect and preserve the security interests granted or
purported to be granted hereby and (ii) at Collateral Agent's request upon
advice of counsel, appear in and defend any action or proceeding that may
affect such Pledgor's title to or Collateral Agent's security interest in all
or any part of the Collateral.

SECTION 13. TRANSFERS AND OTHER LIENS. Each Pledgor agrees
that it will not (a) sell, assign (by operation of law or otherwise) or
otherwise dispose of any of the Collateral or (b) create or suffer to exist any
Lien upon or with respect to any of the Collateral, except for the security
interest under this Agreement or the Collateral Documents and Permitted
Encumbrances.

SECTION 14. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
Each Pledgor hereby irrevocably appoints Collateral Agent and, for purposes of
clause (b) below, Bankers as its attorney-in-fact, with full authority in the
place and stead of such Pledgor and in the name of such Pledgor, Collateral
Agent or otherwise, from time to time as directed pursuant to the Intercreditor
Agreement to take any action and to execute any instrument that Collateral
Agent may deem necessary or advisable to accomplish the purposes of this
Agreement, including without limitation (a) to file one or more financing or
continuation statements, or amendments thereto, relative to all or any part of
the Collateral without the signature of such Pledgor and (b) to receive,
endorse and collect any instruments made payable to such Pledgor representing
any dividend, principal or interest payment or other distribution in respect of
the Collateral or any part thereof and to give full discharge for the same.

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SECTION 15. COLLATERAL AGENT MAY PERFORM. If either Pledgor
fails to perform any agreement contained herein, Collateral Agent may itself
perform, or cause performance of, such agreement, and the expenses of
Collateral Agent incurred in connection therewith shall be payable by Pledgors
under Section 19.

SECTION 16. STANDARD OF CARE. The powers conferred on
Bankers and Collateral Agent hereunder are solely to protect its respective
interest in the Collateral and shall not impose any duty upon it to exercise
any such powers. Except for the exercise of reasonable care in the custody of
any Collateral in its possession and the accounting for moneys actually
received by it hereunder, neither Bankers nor Collateral Agent shall have any
duty as to any Collateral, it being understood that neither Bankers nor
Collateral Agent shall have any responsibility for (a) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relating to any Collateral, whether or not Collateral Agent or
Bankers has or is deemed to have knowledge of such matters, (b) taking any
necessary steps (other than steps taken in accordance with the standard of care
set forth above to maintain possession of the Collateral) to preserve rights
against any parties with respect to any Collateral, (c) taking any necessary
steps to collect or realize upon the Secured Obligations or any guarantee
therefor, or any part thereof, or any of the Collateral, (d) initiating any
action to protect the Collateral against the possibility of a decline in market
value, (e) any loss resulting from Investments made pursuant to Section 10,
except for a loss resulting from Bankers' or Collateral Agent's gross
negligence or willful misconduct in complying with Section 10, or (f)
determining (i) the correctness of any statement or calculation made by either
Pledgor in any written certification, facsimile transmission (confirmed by
telephone with the original sent by guaranteed overnight courier) or telex
(tested or otherwise) instructions or (ii) whether any deposit in the
Collateral Account is proper. Bankers and Collateral Agent shall be deemed to
have exercised reasonable care in the custody and preservation of Collateral in
its possession if such Collateral is accorded treatment substantially equal to
that which Bankers and Collateral Agent, respectively, accords its own property
consisting of negotiable securities.

SECTION 17. REMEDIES.

(a) Subject to the provisions of the Intercreditor
Agreement, if any Event of Default shall have occurred and be continuing,
Collateral Agent may exercise in respect of the Collateral, in addition to all
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party on default under the Uniform
Commercial Code as in effect in any relevant jurisdiction (the "CODE") (whether
or not the Code applies to the affected Collateral), and Collateral Agent may
also in its sole discretion, 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 or broker's board or at any of Collateral Agent's offices
or elsewhere, for cash, on credit or for future delivery, at such time or times
and at such price or prices and upon such other terms as Collateral Agent may
deem commercially reasonable, irrespective of the impact of any such sales on
the market price of the Collateral. Each purchaser at any such sale shall hold
the property sold absolutely free from any claim or right on the part of either
Pledgor, and each Pledgor hereby waives (to the

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extent permitted by applicable law) all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted. Each Pledgor agrees that,
to the extent notice of sale shall be required by law, at least ten days'
notice to such Pledgor 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. Collateral Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. Collateral Agent
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. If the proceeds of
any sale or other disposition of the Collateral are insufficient to pay all the
Secured Obligations, each Pledgor shall be liable for the deficiency and the
fees of any attorneys employed by Collateral Agent to collect such deficiency.

(b) Prior to the occurrence of a Sharing Event, anything
contained herein to the contrary notwithstanding, any of the Collateral
consisting of investments in call deposits of Bankers shall be subject to
Bankers' rights of set-off under subsection 7.04 of the Letter of Credit
Agreement.

SECTION 18. APPLICATION OF PROCEEDS. If any Event of Default
shall have occurred and be continuing, all cash held by Collateral Agent as
Collateral and all proceeds received by Collateral Agent in respect of any sale
of, collection from, or other realization upon all or any part of the
Collateral will be held by Collateral Agent as Collateral for, and/or then, or
at any other time thereafter, applied in full or in part by Collateral Agent
against, the Secured Obligations in the following order of priority:

FIRST: To the payment of all costs and expenses of such sale,
collection or other realization, including reasonable compensation to
Collateral Agent and its agents and counsel, and all other expenses,
liabilities and advances made or incurred by Collateral Agent in
connection therewith, and all amounts for which Collateral Agent or
Bankers is entitled to indemnification hereunder and all advances made
by Collateral Agent hereunder for the account of Pledgor, and to the
payment of all costs and expenses paid or incurred by Collateral Agent
in connection with the exercise of any right or remedy hereunder, all
in accordance with Section 19;

SECOND: To the payment of all other Secured Obligations in
the order provided in Section 2.1B of the Intercreditor Agreement; and

THIRD: To the payment to or upon the order of the applicable
Pledgor, or to whosoever may be lawfully entitled to receive the same
or as a court of competent jurisdiction may direct, of any surplus
then remaining from such proceeds.

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SECTION 19. INDEMNITY AND EXPENSES.

(a) Each Pledgor agrees to indemnify Collateral Agent and
Bankers solely in its capacity as agent for the Collateral Agent, their
respective agents and counsel from and against any and all claims, losses and
liabilities in any way relating to, growing out of or resulting from this
Agreement and the transactions contemplated hereby (including, without
limitation, enforcement of this Agreement including but not limited to any and
all Environmental Claims (as such term is defined in the Intercreditor
Agreement) and all liabilities, obligations, losses, damages, penalties,
actions, judgements, suits, costs, expenses or disbursements of any kind or
nature whatsoever in connection therewith), except to the extent such claims,
losses or liabilities result solely from Bankers' (solely in its capacity as
agent for the Collateral Agent) or Collateral Agent's respective gross
negligence or willful misconduct as finally determined by a court of competent
jurisdiction.

(b) Each Pledgor agrees to pay to Bankers solely in its
capacity as agent for the Collateral Agent and Collateral Agent upon demand the
amount of any and all costs and expenses, including the reasonable fees and
expenses of its counsel and of any experts and agents, that Bankers solely in
its capacity as agent for the Collateral Agent or Collateral Agent may incur in
connection with (i) the administration of this Agreement (including, without
limitation, enforcement of this Agreement including but not limited to any and
all Environmental Claims (as such term is defined in the Intercreditor
Agreement) and all liabilities, obligations, losses, damages, penalties,
actions, judgements, suits, costs, expenses or disbursements of any kind or
nature whatsoever in connection therewith), (ii) the custody, preservation, use
or operation of, or the sale of, collection from, or other realization upon,
any of the Collateral, (iii) the exercise or enforcement of any of the rights
of Bankers solely in its capacity as agent for the Collateral Agent or
Collateral Agent hereunder, or (iv) the failure by such Pledgor to perform or
observe any of the provisions hereof. The indemnity obligations under this
Section 19 shall survive any termination, satisfaction or discharge of this
Agreement, including the payment in full of the Secured Obligations. To the
extent that the Collateral Agent renders any services hereunder following
commencement of a voluntary or involuntary bankruptcy of any of the Pledgors,
the parties hereto agree that these services are intended to constitute
expenses of administration in any such bankruptcy proceeding.

(c) By its execution of this Agreement, Huntway acknowledges
and agrees to pay compensation to the Collateral Agent as set forth in Section
3.17 of the Intercreditor Agreement.

SECTION 20. CONTINUING SECURITY INTEREST; TRANSFER OF
OBLIGATIONS. This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until written
confirmation from the Secured Parties of the indefeasible payment in full of
the Secured Obligations (other than any indemnification obligations for which
any Secured Party has not made a claim; provided, however that the termination
of such security interest will not release the Pledgors from their
indemnification obligations which shall survive such termination), the
cancellation or termination of the Commitment (as defined in the Letter of
Credit Agreement) and the cancellation or expiration of all outstanding

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Letters of Credit and the IDB Letter of Credit (as defined in the Letter of
Credit Agreement) , (b) be binding upon each Pledgor, its successors and
assigns, and (c) inure, together with the rights and remedies of Bankers and
Collateral Agent hereunder, to the benefit of Bankers and Collateral Agent and
its successors, transferees and assigns. Without limiting the generality of
the foregoing clause (c), any Secured Party may assign or otherwise transfer
any Secured Obligations owing to it to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect thereof granted
to Collateral Agent herein or otherwise. Upon the indefeasible payment in full
of all Secured Obligations, the cancellation or termination of the Commitment
and the cancellation or expiration of all outstanding Letters of Credit and the
IDB Letter of Credit, the security interest granted hereby shall terminate and
all rights to the Collateral shall revert to the applicable Pledgor. Upon any
such termination Bankers and Collateral Agent will, at the applicable Pledgor's
expense, execute and deliver to such Pledgor such documents as such Pledgor
shall reasonably request to evidence such termination and such Pledgor shall be
entitled to the return, upon its request and at its expense, against receipt
and without recourse to Bankers or Collateral Agent, of such of the Collateral
as shall not have been sold or otherwise applied pursuant to the terms hereof.

SECTION 21. COLLATERAL AGENT AS AGENT.

(a) Collateral Agent has been appointed to act as
Collateral Agent hereunder by Secured Parties under Section 3.1 of the
Intercreditor Agreement and Bankers has been authorized by the Secured Parties
to act as the agent of the Collateral Agent pursuant to Section 2.7 of the
Intercreditor Agreement. Collateral Agent shall be obligated, and shall have
the right hereunder, to make demands, to give notices, to exercise or refrain
from exercising any rights, and to take or refrain from taking any action
(including, without limitation, the release or substitution of Collateral),
solely in accordance with this Agreement and the Intercreditor Agreement.

(b) Collateral Agent shall at all times be the same
Person that is Collateral Agent under the Intercreditor Agreement. Written
notice of resignation by Collateral Agent pursuant to Section 3.19 of the
Intercreditor Agreement shall also constitute notice of resignation as
Collateral Agent under this Agreement; removal of Collateral Agent pursuant to
Section 3.19 of the Intercreditor Agreement shall also constitute removal as
Collateral Agent under this Agreement; and appointment of a successor
Collateral Agent pursuant to Section 3.20 of the Intercreditor Agreement shall
also constitute appointment of a successor Collateral Agent under this
Agreement. Upon the acceptance of any appointment as Collateral Agent under
Section 3.20 of the Intercreditor Agreement by a successor Collateral Agent,
that successor Collateral Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed
Collateral Agent under this Agreement, and the retiring or removed Collateral
Agent under this Agreement shall promptly (i) transfer to such successor
Collateral Agent all sums, securities and other items of Collateral held
hereunder (which shall be deposited in a new Collateral Account established and
maintained by such successor Collateral Agent), together with all records and
other documents necessary or appropriate in connection with the performance of
the duties of the successor Collateral Agent under this Agreement, and (ii)
execute and deliver to such

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successor Collateral Agent such amendments to financing statements, and take
such other actions, as may be necessary or appropriate in connection with the
assignment to such successor Collateral Agent of the security interests created
hereunder, whereupon such retiring or removed Collateral Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring or removed Collateral Agent's resignation or removal hereunder as
Collateral Agent, the provisions of this Agreement shall inure to its benefit
as to any actions taken or omitted to be taken by it under this Agreement while
it was Collateral Agent hereunder.

SECTION 22. AMENDMENTS; ETC. No amendment or waiver of any
provision of this Agreement, or consent to any departure by Pledgors herefrom,
shall in any event be effective unless the same shall be in writing and signed
by Bankers and Collateral Agent, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it was given.

SECTION 23. NOTICES. Any notice or other communication
herein required or permitted to be given shall be in writing and may be
personally served, telecopied, telexed or sent by United States mail or courier
service and shall be deemed to have been given when delivered in person or by
courier service, upon receipt of telecopy or telex, or four Business Days after
depositing it in the United States mail, registered or certified, with postage
prepaid and properly addressed. For the purposes hereof, the address of each
party hereto shall be as set forth under such party's name on the signature
pages hereof or, as to either party, such other address as shall be designated
by such party in a written notice delivered to the other party hereto.

SECTION 24. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES
CUMULATIVE. No failure or delay on the part of Collateral Agent or Bankers in
the exercise of any power, right or privilege hereunder shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude any other or further exercise thereof or of
any other power, right or privilege. All rights and remedies existing under
this Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

SECTION 25. SEVERABILITY. In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 26. 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 or be given any
substantive effect.

SECTION 27. GOVERNING LAW; TERMS. THIS AGREEMENT SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW

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<PAGE> 254
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT
THE CODE PROVIDES THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
Unless otherwise defined herein, terms used in Article 9 of the Uniform
Commercial Code in the State of New York are used herein as therein defined.

SECTION 28. CONSENT TO JURISDICTION. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST EITHER PLEDGOR ARISING OUT OF OR RELATING TO THIS
AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT EACH PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT. Nothing herein shall affect the right to serve process in any other
manner permitted by law or shall limit the right of Collateral Agent to bring
proceedings against such Pledgor in the courts of any other jurisdiction.

SECTION 29. WAIVER OF JURY TRIAL. EACH PLEDGOR, BANKERS AND
COLLATERAL AGENT HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.
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 transaction, including without limitation contract claims, tort claims,
breach of duty claims, and all other common law and statutory claims. Each
Pledgor, Bankers and Collateral Agent each acknowledge that this waiver is a
material inducement for such Pledgor, Bankers and Collateral Agent to enter
into a business relationship, that such Pledgor, Bankers and Collateral Agent
have already relied on this waiver in entering into this Agreement and that
each will continue to rely on this waiver in their related future dealings.
Each Pledgor, Bankers and Collateral Agent further warrant and represent 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 THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the
event of litigation, this Agreement may be filed as a written consent to a
trial by the court.

SECTION 30. COUNTERPARTS. This Agreement may be executed in
one or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall

15
<PAGE> 255
constitute but one and the same instrument; signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document.

16
<PAGE> 256
IN WITNESS WHEREOF, each Pledgor, Bankers and Collateral Agent
have caused this Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date first written
above.

PLEDGORS:

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:

Notice Address: 25129 The Old Road
Suite 322
Newhall, California 91381
Attention: Mr. Warren Nelson

SUNBELT REFINING COMPANY, L.P.

By: HUNTWAY PARTNERS, L.P., its sole
General Partner

By: HUNTWAY MANAGING PARTNER, L.P.,
its Managing General Partner

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

By: ________________________________
Title:

S-1
<PAGE> 257
Notice Address: 25129 The Old Road
Suite 322
Newhall, California 91381
Attention: Mr. Warren Nelson

COLLATERAL AGENT:

UNITED STATES TRUST COMPANY
OF NEW YORK

By: _______________________________
Title:

Notice Address:
114 West 47th Street
New York, New York 10036
Attention: Corporate Trust Department

BANKERS:

BANKERS TRUST COMPANY

By: ________________________________
Title:

Notice Address: One Bankers Trust Plaza,
Mail Stop 2283
130 Liberty Street, 28th Flr.
New York, New York 10006
Attention: Carl Roark

S-2
<PAGE> 258
SCHEDULE I

AMENDED AND RESTATED COLLATERAL ACCOUNTS SECURITY AGREEMENT

DISBURSING ACCOUNTS

Huntway 50 196 136
Sunbelt 50 199 847

RECEIVING ACCOUNTS

Huntway 50 206 533
Sunbelt 50 206 568

LOCK BOX ACCOUNTS

Wells Fargo Bank, N.A.
Account No. 4159325075

DISTRIBUTION ACCOUNT

United States Trust Company of New York
094-51100
"Huntway Distribution Account"
Attention Cynthia Chaney

CDSA ACCOUNT

Bankers Trust Company
Account No. 223909

Schedule I-1
<PAGE> 259
EXHIBIT A
TO
AMENDED AND RESTATED COLLATERAL ACCOUNTS SECURITY AGREEMENT

RECEIVING ACCOUNT AND LOCK BOX AGREEMENT, dated as of [date],
among [NAME OF DEPOSITORY BANK] ("DEPOSITORY BANK"), BANKERS TRUST COMPANY
("BANKERS"), UNITED STATES TRUST COMPANY OF NEW YORK, as collateral agent for
and representative of (in such capacity herein called "COLLATERAL AGENT") the
holders of certain securities described in the Restructuring Agreement (as
defined below) and [HUNTWAY PARTNERS, L.P.] [SUNBELT REFINING COMPANY, L.P.], a
Delaware limited partnership ("PLEDGOR").

W I T N E S S E T H :

WHEREAS, Pledgor presently maintains, or has established
concurrently herewith, at the Depository Bank the accounts described on
Schedule I hereto (individually, a "LOCK BOX ACCOUNT" and, collectively, the
"LOCK BOX ACCOUNTS"); and

WHEREAS, Pledgor, [Huntway Partners, L.P.] [Sunbelt Refining
Company, L.P.], a Delaware limited partnership, Bankers and United States Trust
Company of New York, as Collateral Agent have entered into that certain Amended
and Restated Collateral Accounts Security Agreement dated as of December 12,
1996 (said agreement, as it may hereafter be amended, restated, supplemented or
otherwise modified from time to time, being the "COLLATERAL ACCOUNTS
AGREEMENT"; unless otherwise noted, capitalized terms used herein and not
defined herein are used herein as defined in the Collateral Accounts
Agreement), pursuant to which Pledgor has granted to Collateral Agent a
security interest in all of Pledgor's right, title and interest in and to the
Lock Box Accounts and all amounts from time to time on deposit therein; and

WHEREAS, Pledgor, [Huntway Partners, L.P.] [Sunbelt Refining
Company, L.P.], and Bankers have entered into that certain Amended and Restated
Letter of Credit Agreement dated as of December 12, 1996 (said letter of credit
agreement, as so amended and as it may hereafter be further amended,
supplemented, restated, or otherwise modified from time to time being the
"Letter of Credit Agreement");

WHEREAS, it is a requirement of the Letter of Credit Agreement
that the parties hereto execute and deliver this Receiving Account and Lock Box
Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Pledgor agrees that all payments, whether in cash, by check or
other instrument, or otherwise, received by Pledgor from its customers shall be
deposited by Pledgor in its Lock Box Accounts; provided, however, that payments
made by wire transfer shall be made

A-1
<PAGE> 260
directly to the relevant Receiving Account at Bankers. Pledgor shall furnish to
Bankers each day a collection report setting forth, in such reasonable detail
as Bankers may request, the deposits made during each day in its Lock Box
Accounts, together with a copy of each deposit slip issued in connection with
such deposits.

2. Prior to notification of the occurrence of a Sharing Event,
each of Pledgor and Depository Bank irrevocably authorizes and directs Bankers
to initiate wire transfer instructions with respect to transferring the
available balance (as determined by Depository Bank) in Pledgor's Lock Box
Accounts on each Business Day to Pledgor's Receiving Account at Bankers. The
parties agree that Pledgor shall not have any authority to withdraw any amount
from, to draw upon, or to otherwise exercise any powers as a depositor or owner
with respect to the Lock Box Accounts and the funds deposited therein.
Following receipt of notification of the occurrence of a Sharing Event, all
monies shall be wire transferred to the Collateral Agent as set forth in
paragraph 9 hereof.

3. The parties agree that all funds deposited in the Lock Box
Accounts from time to time shall, as between Pledgor and Collateral Agent, be
subject to the security interests in favor of Collateral Agent, be held by
Depository Bank subject to the security interest of Collateral Agent and may be
withdrawn at any time or from time to time at the direction of Collateral Agent
by check, draft, wire transfer or otherwise as Collateral Agent shall
determine. Prior to notification of the occurrence of a Sharing Event, each
Depository Bank hereby agrees that, upon receipt of wire transfer instructions
from Bankers as described in paragraph 1 above, it shall forward daily all of
the prior days' available funds (as determined by Depository Bank) deposited in
the Lock Box Accounts by wire transfer to the Receiving Account at Bankers.
Depository Bank hereby agrees that it will provide Collateral Agent and Bankers
with written notice on or before the date which it terminates any of the Lock
Box Accounts. Following receipt of notification and the occurrence of a
Sharing Event, all monies shall be wire transferred to the Collateral Agent as
set forth in paragraph 9 hereof

4. Depository Bank's charges for the services to be performed
pursuant to this Agreement shall be as separately agreed to between Depository
Bank and Pledgor from time to time. To the extent that Depository Bank's
charges are not paid when due, Collateral Agent, Bankers and Pledgor agree that
Depository Bank shall have a lien and right of offset against the funds in the
applicable Lock Box Account.

5. Depository Bank agrees that it shall furnish to Collateral
Agent and Bankers a copy of the original of all bank statements with respect to
and all daily debit advices of, the Lock Box Accounts, and promptly upon the
issuance or receipt thereof, copies of all notices and other communications
with respect to the Lock Box Accounts issued or received by Depository Bank.

6. This Agreement, and the covenants, agreements, authorizations
and directions contained herein, are irrevocable and cannot be changed or
modified without the prior written consent of Collateral Agent and Bankers.

A-2
<PAGE> 261
7. All checks, money orders and other evidences of payment
received by Depository Bank and all proceeds thereof are at all times to be
considered subject to the security interests granted by the Collateral
Documents and this Agreement and are further subject to the requirement that,
in accordance with the terms hereof, such amounts shall be duly transferred to
Bankers, and neither Pledgor nor Depository Bank shall have any rights or
claims to, or interest in, such property or any funds in the Lock Box Accounts,
including any right to offset except as provided in Section 4 hereof. Except
as otherwise required by law, any notice of legal process of any kind relating
to Pledgor which Depository Bank may receive shall have no effect whatsoever on
such property or the Lock Box Accounts or on Depository Bank's responsibility
under this Agreement unless and until Depository Bank receives written
instructions from Collateral Agent to the contrary; upon receipt of any legal
process relating to Pledgor, Depository Bank shall promptly give notice thereof
to Pledgor, Bankers and Collateral Agent.

8. Notwithstanding anything in this Agreement to the contrary,
Collateral Agent and Bankers shall exercise, or shall refrain from exercising
their powers and obligations hereunder or otherwise herewith in accordance with
instructions of Directing Parties (as defined in the Intercreditor Agreement),
and to the extent of matters affecting Collateral under any Collateral
Documents, in accordance with the instructions of Directing Parties, and
Secured Parties shall be bound by such instructions; and the sole rights of
Secured Parties under this Agreement shall be to be secured by the Collateral
and to receive the payments provided for with respect thereto under the
applicable Collateral Document.

9. All notices, requests or other communications given to
Pledgor, Bankers, Collateral Agent or the Depository Bank shall be given in
writing (including facsimile transmission or similar writing) at the address or
telecopy number specified below:

Collateral Agent: United States Trust Company
of New York
114 West 47th Street
New York, New York 10036
Attention: ____________
Telecopy: (___) _______

Bankers: Bankers Trust Company
_______________________
Attention: ____________
Telecopy: (____) ______

A-3
<PAGE> 262
Depository Bank: [address]
[contact person]
[fax]

Pledgor: [Huntway Partners, L.P.]
[Sunbelt Refining Company, L.P.]

_______________________
_______________________
Attention: ____________
Telecopy: (___) ______

Any party may change its address or telecopy number for notices hereunder by
notice to each other party hereunder. Each notice, request or other
communication shall be effective (a) if given by mail, 48 hours after such
communication is deposited in the mails with registered first class postage
prepaid, addressed as aforesaid, or (b) if given by any other means, when
delivered at the address specified in this Section 9.

10. In case any provision in or obligation under this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality or enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

11. This Agreement may be executed in any number of counterparts,
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
taken together shall constitute but one and the same instrument. This
Agreement shall become effective as of the date first set forth above upon the
execution of a counterpart hereof by Pledgor, Bankers, the Depository Bank and
Collateral Agent and receipt by Collateral Agent of written or telephonic
notification of such execution and authorization of delivery thereof.

12. Pledgor and the Depository Bank shall execute and deliver to
Bankers and Collateral Agent, all statements, documents, agreements and reports
it may from time to time reasonably request in order to implement this
Agreement or assure the proper deposit of funds to, and transfer of funds from,
the Lock Box Accounts.

13. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OBLIGATION HEREUNDER MAY BE BROUGHT IN
ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK
AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, PLEDGOR ACCEPTS FOR ITSELF AND
IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NONEXCLUSIVE JURISDICTION OF THE AFORESAID

A-4
<PAGE> 263
COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES
TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT,
OR SUCH OBLIGATION. PLEDGOR DESIGNATES AND APPOINTS [CT CORPORATION SYSTEM
WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019], AND SUCH OTHER
PERSONS AS MAY HEREAFTER BE SELECTED BY PLEDGOR IRREVOCABLY AGREEING IN WRITING
TO SO SERVE, AS ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN
ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED
BY PLEDGOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY
SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO PLEDGOR AND EACH
SUBSIDIARY AT ITS ADDRESS PROVIDED IN THIS AGREEMENT, EXCEPT THAT UNLESS
OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT
AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY PLEDGOR
REFUSES TO ACCEPT SERVICE, PLEDGOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL
SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF
COLLATERAL AGENT, DEPOSITORY BANK OR ANY SECURED PARTY TO BRING PROCEEDINGS
AGAINST PLEDGOR OR ANY SUBSIDIARY IN THE COURTS OF ANY OTHER JURISDICTION.

14. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.

15. EXCEPT TO THE EXTENT THAT THE LAWS OF THE STATE IN WHICH THE
DEPOSITORY BANK IS LOCATED GOVERN THE LOCK BOX ACCOUNTS, THIS AGREEMENT SHALL
BE GOVERNED BY, AND, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK.

A-5
<PAGE> 264
IN WITNESS WHEREOF, each of the parties hereto has caused this
agreement to be executed and delivered by its duly authorized officer on the
date first set forth above.

[DEPOSITORY BANK]

By ________________________________
Title:

UNITED STATES TRUST COMPANY
OF NEW YORK,
as Collateral Agent

By ________________________________
Title:

[HUNTWAY PARTNERS, L.P.]
[SUNBELT REFINING COMPANY, L.P.

By HUNTWAY PARTNERS, L.P., its sole
General Partner]

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 _________________________

A-6
<PAGE> 265
SCHEDULE I

RECEIVING ACCOUNT AND LOCK BOX AGREEMENT

LOCK BOX ACCOUNTS

A-7
<PAGE> 266
EXHIBIT E

SECURITY DOCUMENTS

<PAGE> 267

EXHIBIT E-1

AMENDED AND RESTATED HUNTWAY GUARANTY AGREEMENT

This AMENDED AND RESTATED HUNTWAY GUARANTY AGREEMENT (this
"Guaranty") is dated as of December 12, 1996 and is made by HUNTWAY PARTNERS,
L.P., a Delaware limited partnership ("Guarantor") in favor of and for the
benefit of the Secured Parties (as defined in the Intercreditor Agreement
referred to below).

RECITALS

WHEREAS, Guarantor entered into that certain Huntway Guaranty
Agreement (the "Original Guaranty Agreement") dated as of May 31, 1989,
pursuant to which Guarantor guaranteed certain obligations of Sunbelt Refining
Company, L.P., a Delaware limited partnership ("Sunbelt") owed to Bankers Trust
Company ("Bankers");

WHEREAS, the Original Guaranty Agreement was amended pursuant
to that certain Modification of Huntway Guaranty Agreement dated as of June 22,
1993 by and between Guarantor and Bankers, pursuant to which Bankers assigned
its rights under the Original Guaranty Agreement to the Huntway Creditors (as
defined in the Original Guaranty Agreement) and modified the obligations
guarantied therein (the Original Guaranty Agreement, as so modified and
assigned, being the "Existing Guaranty Agreement");

WHEREAS, Guarantor is a debtor and debtor in possession under
chapter 11 of Title 11 of the United States Code, having commenced a bankruptcy
case on November 12, 1996;

WHEREAS, on November 12, 1996, Guarantor submitted to the
United States Bankruptcy Court for the District of Delaware (the "Court") a
Plan of Reorganization dated November 12, 1996 (the "Plan"), and on December
12, 1996, the Court confirmed the Plan;

WHEREAS, pursuant to the Plan, Guarantor will, among other
things, (i) enter into the Collateralized Note Indenture and issue a Senior
Note (Other) in an original aggregate principal amount of $14,400,000.00 and
Senior Notes (Sunbelt IDB) in the original aggregate principal amount of
$9,100,000.00 pursuant to the Collateralized Note Indenture, (ii) amend the
Existing Letter of Credit Agreement pursuant to the First Amendment to Letter
of Credit Agreement (said letter of credit agreement, as so amended and as it
may hereafter be further amended, supplemented, restated, or otherwise modified
from time to time being the "Letter of Credit Agreement") and (iii) amend and
restate the Existing Guaranty Agreement pursuant to this Guaranty;

WHEREAS, Guarantor desires to amend and restate the Existing
Guaranty Agreement in order to provide that it shall guaranty the payment and
performance of all
<PAGE> 268
Secured Obligations of Sunbelt, including, without limitation, all obligations
in respect of the Collateralized Note Indenture, the Senior Notes, the Letter
of Credit Agreement and the other Financing Agreements;

WHEREAS, pursuant to the Plan, the holders of the Senior
Notes, Bankers, as letter of credit bank under the Letter of Credit Agreement
and United States Trust Company of New York, as Collateral Agent ("Collateral
Agent") have entered into that certain Amended and Restated Intercreditor and
Collateral Trust Agreement dated as of December 12, 1996 (said agreement, as it
may hereafter be amended, supplemented, restated, or otherwise modified from
time to time being the "Intercreditor Agreement"; capitalized terms used herein
have the meanings assigned thereto in the Intercreditor Agreement) pursuant to
which the parties thereto have set forth their agreement regarding the
decision making process with respect to exercise of remedies under this
Guaranty and the other Collateral Documents;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the parties hereto shall have entered into this Guaranty;

SECTION 1. DEFINITIONS

1.1 DEFINITIONAL PROVISIONS

References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Guaranty unless otherwise
specifically provided.

SECTION 2. THE GUARANTY

2.1 GUARANTY OF THE INDEBTEDNESS

Subject to the provisions of subsection 2.2(i), Guarantor
hereby irrevocably and unconditionally guaranties, as primary obligor and not
merely as surety, the due and punctual payment in full of all Indebtedness when
the same shall become due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including amounts that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. Section 362(a)). The term "Indebtedness" is
used herein in its most comprehensive sense and includes:

a. any and all obligations of Sunbelt in respect of
notes, advances, borrowings, loans debts, letters of credit, interest,
fees, costs, expenses (including, without limitation, legal fees and
expenses of counsel and allocated costs of internal

2
<PAGE> 269
counsel), indemnities and liabilities of whatsoever nature now or hereafter
made, incurred or created, whether absolute or contingent, liquidated or
unliquidated,whether due or not due, and however arising under successive
borrowing transactions under or in connection with the Letter of Credit
Agreement which shall either continue such obligations of Sunbelt or from time
to time renew them after they have been satisfied and including interest which,
but for the filing of a petition in bankruptcy with respect to Sunbelt, would
have accrued on any Indebtedness, whether or not a claim is allowed against
Sunbelt for such interest in the related bankruptcy proceeding; and

b. those expenses set forth in subsection 2.7 hereof.

2.2 LIABILITY OF GUARANTOR

Guarantor shall be liable as follows:

(i) This is a continuing guaranty relating to the
Indebtedness arising under successive borrowing transactions by
Sunbelt under the Letter of Credit Agreement which shall either
continue the Indebtedness or from time to time renew it after it has
been satisfied. This Guaranty shall not apply to any Indebtedness
created after actual receipt by Collateral Agent of written notice of
its revocation as to future transactions; provided, however, that any
such revocation shall not affect Guarantor's liability for the
Indebtedness outstanding at the time of receipt of such notice of any
extension thereof or any other modification of the time or manner of
payment thereof following any such revocation.

(ii) The foregoing maximum liabilities have no
application or effect on liability under any other guaranties executed
by Guarantor.

(iii) The obligations hereunder are independent of
the obligations of Sunbelt and the obligations of any other guarantor
of the obligations of Sunbelt under the Letter of Credit Agreement,
and a separate action or actions may be brought and prosecuted against
Guarantor whether any action is brought against Sunbelt or any of such
other guarantors or whether Sunbelt be joined in any such action or
actions; and Guarantor waives all principles or provisions of law,
statutory or otherwise, which are or might be in conflict with the
terms of this Guaranty, and any legal or equitable discharge of its
obligations hereunder and the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof.

(iv) Guarantor authorizes the Secured Parties,
either before or after receipt of notice of Guarantors' revocation of
this Guaranty, without notice or demand and without affecting its
liability hereunder, from time to time to (a) renew, extend,
accelerate or otherwise change the time for payment of the
Indebtedness, or release, discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, or otherwise change
the terms of the Indebtedness or any part

3
<PAGE> 270
thereof, or any agreement relating thereto; (b) take and hold security
for the payment of this Guaranty or the Indebtedness, and enforce any
such security consistent with the Intercreditor Agreement and any
applicable security agreement or release, surrender, compromise,
settle, waive, subordinate or modify, with or without consideration,
any of such security, any other guaranties with respect to the
Indebtedness, or any other obligation of any other Person with respect
to the Indebtedness or elect to foreclose on any security held by or
for the benefit of the Secured Parties by one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable, or exercise any other right or remedy the
Secured Parties may have against Sunbelt or any security without
affecting or impairing in any way the liability of Guarantor hereunder
except to the extent the Indebtedness has been paid, even though any
such election operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of Guarantor
against Sunbelt or any security for the Indebtedness, and apply such
security and direct the order or manner of sale thereof as the Secured
Parties in their discretion may determine consistent with the
Intercreditor Agreement and any applicable security agreement; and (c)
release or substitute any one or more of the endorsers or guarantors.

(v) This Guaranty shall be valid and enforceable
and shall not be impaired or affected by the occurrence of any of the
following, all whether or not Guarantor shall have had notice or
knowledge of any of them: (a) any failure or omission to enforce or
agreement not to enforce, or the stay or enjoining by order of court,
by operation of law, or otherwise, of the exercise of any right, power
or remedy with respect to the Indebtedness or any agreement relating
thereto at any time, or with respect to any security for the payment
of the Indebtedness; (b) any waiver at any time of any right, power or
remedy or of any default with respect to the Indebtedness or any
agreement relating thereto or with respect to any security for the
Indebtedness; (c) the Indebtedness, or any agreement relating thereto,
at any time being found to be illegal, invalid or unenforceable in any
respect; (d) the application of payments received from any source,
other than payments received pursuant to the Letter of Credit
Agreement or from the proceeds of security for the Indebtedness, to
the payment of indebtedness other than the Indebtedness, even though
the Secured Parties might lawfully have elected to apply such payments
to any part or all of the Indebtedness; (e) the Secured Parties'
acceptance of new or additional documents, instruments or agreements
relative to the Indebtedness; (f) the Secured Parties' consent to the
change, reorganization or termination of the partnership structure or
existence of Sunbelt or any of its Subsidiaries and to any
corresponding restructuring of the Indebtedness; and (g) acceptance by
the Secured Parties of partial payments on the Indebtedness.

2.3 WAIVER BY GUARANTOR

Guarantor hereby waives any right to require any Secured Party
to (a) proceed against Sunbelt, any other guarantor of the obligations of
Sunbelt under the Letter of Credit

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Agreement or any other Person, (b) proceed against or exhaust any security held
from Sunbelt, any other guarantor of the obligations of Sunbelt under the
Letter of Credit Agreement or any other Person, or (c) pursue any other remedy
in any Secured Party's power whatsoever. Guarantor waives any defense arising
by reason of any disability or other defense of Sunbelt including, without
limitation, any defense based on or arising out of the enforceability of the
Indebtedness of Sunbelt to any Secured Party or by reason of the cessation from
any cause whatsoever of the liability of Sunbelt other than payment in full of
the Indebtedness. Until the Indebtedness of Sunbelt to the Secured Parties
shall have been paid in full, Guarantor shall withhold exercise of (i) any
right of subrogation, (ii) any right to enforce any remedy which the Secured
Parties now have or may hereafter have against Sunbelt or (iii) any benefit of,
and any right to participate in, any security now or hereafter held by the
Secured Parties. Guarantor waives all (w) set-offs, counterclaims,
presentments, (x) protests, notices of protests, notices of dishonor and
notices of any action or non-action, including acceptance of this Guaranty,
notices of default under the Letter of Credit Agreement or any agreement
related thereto and notice of any other extension of credit to Sunbelt, (y) any
right to deferral or modification of Guarantor's obligations hereunder by
reason of any bankruptcy, reorganization, arrangement, moratorium or other
debtor relief proceeding and (z) to the fullest extent permitted by law and to
the extent applicable, any defense or benefit that may be derived from or
afforded by law which limit the liability of or exonerate guarantors or
sureties, including, without limitation, California Civil Code Sections 2809,
2810, 2819, 2845, 2847, 2848, 2849 and 2850.

2.4 SUBORDINATION OF OTHER INDEBTEDNESS

Any indebtedness of Sunbelt for borrowed money now or
hereafter held by Guarantor is hereby subordinated in right of payment to the
Indebtedness, and in the event Sunbelt shall default in the payment of the
Indebtedness, any indebtedness of Sunbelt to Guarantor collected or received by
Guarantor shall be held in trust for the Secured Parties and shall be paid over
to the Secured Parties for the account of the Secured Parties for distribution
in accordance with the terms of the Intercreditor Agreement. Guarantor agrees
that amounts paid over to such Secured Party for the account of the Secured
Parties pursuant to the subordination provisions of this subsection 2.4 shall
be separate and apart from, and shall not be credited to, the liability of
Guarantor pursuant to subsection 2.2.

2.5 RIGHT OF SUBROGATION

If any payment or distribution is required to be made by
Guarantor pursuant to this Guaranty, then upon payment in full of all
Indebtedness due to the Secured Parties, Guarantor shall be subrogated to any
rights of the Secured Parties against Sunbelt and all other Guarantors.

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2.6 AUTHORITY OF GUARANTOR OF SUNBELT

It is not necessary for any Secured Party to inquire into the
powers of Guarantor or Sunbelt or the officers, directors or agents acting or
purporting to act on behalf of either of them.

2.7 EXPENSES

Guarantor agrees to pay on demand to the Secured Parties for
the account of the Secured Parties, all reasonable fees, costs and expenses
(including reasonable attorneys' fees and reasonable time charges of attorneys
who may be employees of the Secured Parties) which may be incurred by the
Secured Parties in the enforcement of this Guaranty.

2.8 TERMINATION OF THE GUARANTY

This Guaranty shall remain in effect unless and until all of
the Indebtedness shall have been paid in full, the Letters of Credit have
expired or been terminated, and the Commitment has been terminated. At such
time, subject to subsection 2.11, this Guaranty shall automatically terminate
without any action on the part of any party hereto.

2.9 FINANCIAL CONDITION OF SUNBELT HAS NO EFFECT ON GUARANTY

Loans may be granted to Sunbelt or continued from time to time
without notice to or authorization from Guarantor regardless of the financial
or other condition of Sunbelt at the time of any such grant or continuation.
No Secured Party shall have any obligation to disclose or discuss with
Guarantor its assessment of the financial condition of Sunbelt.

2.10 RIGHTS CUMULATIVE

The rights, powers and remedies given to the Secured Parties
by this Guaranty are cumulative and shall be in addition to and independent of
all rights, powers and remedies given to the Secured Parties by virtue of any
statute or rule of law or in the Letter of Credit Agreement or any agreement
between Guarantor and any Secured Party or between Sunbelt and any Secured
Party.

2.11 REAL PROPERTY SECURITY

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and that Guarantor may therefore incur a partially or totally non-reimbursable
liability hereunder. Nevertheless, Guarantor hereby authorizes and empowers
the Secured Parties to exercise, in its sole discretion, any rights and
remedies, or any combination thereof, which may then be available, since it is
the intent and purpose of Guarantor that the obligations hereunder shall be
absolute, independent and unconditional under any and all circumstances.
Without limiting the generality of the foregoing, Guarantor waives all rights
and defenses arising out of an election of remedies by the Secured Parties,
even though that election of remedies, such as a nonjudicial foreclosure with
respect to security for the Indebtedness, has destroyed the Guarantor's rights
of subrogation and reimbursement against Sunbelt by the operation of Section
580d of the Code of Civil Procedure, or otherwise. Notwithstanding any
foreclosure of the lien of any deed of trust or security agreement with respect
to any or all of any deed of trust or security agreement with respect to any or
all of any real or personal property secured thereby, whether by the exercise
of the power of sale contained therein, by an action for judicial foreclosure
or by an acceptance of a deed in lieu of foreclosure, Guarantor shall remain
bound under this Guaranty including its obligation to pay any deficiency under
a nonjudicial foreclosure.

2.12 BANKRUPTCY

So long as any Indebtedness shall be owing to any Secured
Party, Guarantor shall not, without the prior consent of the Secured Parties,
commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency proceedings of or against Sunbelt or any of the
subsidiaries of Sunbelt. The obligations of Guarantor under this guaranty
shall not be altered, limited or affected by any proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership,
reorganization, liquidation or arrangement of Sunbelt or by any defense which
Sunbelt may have by reason of the order, decree or decision of any court or
administrative body resulting from any such proceeding. The Secured Parties
shall have the sole right to accept or reject any plan proposed in such
proceeding and to take any other action which a party filing a claim is
entitled to take. Guarantor acknowledges and agrees that any interest on the
Indebtedness which accrues after the commencement of any such proceeding (or,
if interest on any portion of the Indebtedness ceases to accrue by operation of
law by reason of the commencement of said proceeding, such interest as would
have accrued on any such portion of the Indebtedness if said proceedings had
not been commenced) shall be included in the Indebtedness because it is the
intention of the parties that the Indebtedness which is guaranteed by Guarantor
pursuant to this Guaranty should be determined without regard to any rule of
law or order which may relieve Sunbelt of any portion of such indebtedness.
Guarantor will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person to pay the
Secured Parties, or allow the claims of the Secured Parties in respect of, any
such interest accruing after the date on which such proceeding is commenced.
In the event that all or any portion of the Indebtedness is paid or performed
by Sunbelt, the obligations of Guarantor hereunder shall continue and remain in
full force and effect in the event that all or any part of such payment(s) or
performance(s) is avoided or recovered directly or indirectly from the Secured
Parties as a performance, fraudulent transfer or otherwise in such proceeding.

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2.13 SET OFF

In addition to any other rights each Secured Party may have
under law or in equity, if any amount shall at any time be due and owing by
Guarantor to any Secured Party under this Guaranty, any indebtedness from any
Secured Party to Guarantor and any other property of Guarantor held by any
Secured Party may be offset and applied toward the payment of the amount so due
and owing to such Secured Party, subject to the provisions of the Intercreditor
Agreement.

SECTION 3. REPRESENTATIONS AND WARRANTIES

In order to induce each Secured Party to accept this Guaranty,
Guarantor hereby represents and warrants to such Secured Party that the
following statements are true and correct as relating to Guarantor:

3.1 GENERAL PARTNER

Guarantor is the Sunbelt Managing General Partner and will
remain the Sunbelt Managing General Partner unless and until the Secured
Parties consent to an alteration of Guarantor's status as the Sunbelt Managing
General Partner in accordance with the terms of the Letter of Credit Agreement.

3.2 PARTNERSHIP EXISTENCE

Guarantor is a limited partnership duly formed, validly
existing and in good standing under the laws of the State of Delaware, has all
requisite partnership power and authority to own its assets and to transact the
business in which it is now engaged and is in good standing under the laws of
each jurisdiction where its ownership or lease of property or the conduct of
its business requires such qualification, except for failures to be so
qualified, authorized or licensed that could not in the aggregate have a
material adverse effect on the business operations, assets or financial
condition of Guarantor and its Subsidiaries, taken as a whole.

3.3 PARTNERSHIP POWER; AUTHORIZATION, ENFORCEABLE OBLIGATIONS

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will be, executed and delivered by a duly authorized officer of Huntway
Managing Partner, L.P., the general partner of Guarantor, and this Guaranty
constitutes, and each instrument or document required hereunder when executed
and delivered hereunder will constitute, the legally valid and binding
obligation of Guarantor enforceable against Guarantor in accordance with its
terms.

3.4 NO LEGAL BAR TO THIS GUARANTY

The execution, delivery and performance of this Guaranty and
the documents or instruments required hereunder, and the use of the proceeds of
the extensions of credit to Sunbelt under the Letter of Credit Agreement, will
not violate any provision of any existing law or regulation binding on
Guarantor, or any order, judgment, award or decree of any court, arbitrator or
governmental authority binding on Guarantor, or the certificate of
incorporation or by-laws of, or any securities issued by Guarantor, or of any
mortgage, indenture, lease, contract or other agreement, instrument or
undertaking to which Guarantor is a party or by which Guarantor or any of its
assets may be bound, the violation of which would have a material adverse
effect on the business operations, assets or financial condition of Guarantor
and its Subsidiaries, taken as a whole, and will not result in, or require, the
creation or imposition of any lien on any of its property, assets or revenues
pursuant to the provisions of any such mortgage, indenture, lease, contract or
other agreement, instrument or undertaking.

SECTION 4. MISCELLANEOUS

4.1 SURVIVAL OF WARRANTIES

All agreements, representations and warranties made herein
shall survive the execution and delivery of this Guaranty and the execution and
delivery of the Letter of Credit Agreement.

4.2 FAILURE OR DELAY NOT A WAIVER

No failure or delay on the part of the Secured Parties to
exercise any power, right or privilege under this Guaranty shall impair any
such power, right or privilege, or be construed to be a waiver of any default
or acquiescence therein nor shall any single or partial exercise of such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.

4.3 NOTICES

All notices or other communications provided for hereunder
shall be given in the manner, be delivered at the addresses and shall become
effective as provided for in the notices provision contained in the
Intercreditor Agreement.

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4.4 SEVERABILITY

The illegality or unenforceability of any provision of the
Letter of Credit Agreement or this Guaranty or any instrument or agreement
required hereunder shall not in any way affect or impair the legality or
enforceability of the remaining provisions of this Guaranty or any instrument
or agreement required hereunder.

4.5 AMENDMENTS AND WAIVERS

No amendment, modification, termination or waiver of any
provision of this Guaranty, or consent to any departure by Guarantor therefrom,
shall in any event be effective without the written concurrence of the Secured
Parties. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given.

4.6 HEADINGS

Section and subsection headings in this Guaranty are included
herein for convenience of reference only and shall not constitute a part of
this Guaranty for any other purpose or be given any substantive effect.

4.7 APPLICABLE LAW

THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND
THE SECURED PARTIES AND ALL OTHER ASPECTS HEREOF SHALL BE DEEMED TO BE MADE
UNDER, SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. REFERENCES TO CERTAIN PROVISIONS OF
CALIFORNIA LAW CONTAINED HEREIN ARE MADE ONLY TO THE EXTENT ANY SUCH PROVISIONS
ARE MANDATORILY APPLICABLE DESPITE THIS EXPRESSED INTENTION OF THE PARTIES THAT
NEW YORK LAW GOVERN THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND THE SECURED
PARTIES.

4.8 SUBSEQUENT HOLDERS

The terms and provisions of this Guaranty shall inure to the
benefit of any assignee or transferee of any Indebtedness, and in the event of
such transfer or assignment, the rights and privileges herein conferred upon
the assignor shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof.

4.9 SUCCESSORS AND ASSIGNS

This Guaranty shall be binding upon Guarantor and its
successors and assigns. This Guaranty shall inure to the benefit of the
Secured Parties and their respective successors

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and assigns. Guarantor shall not assign this Guaranty or any of the rights or
obligations of Guarantor hereunder without the prior written consent of the
Secured Parties. Each Secured Party may, without notice, assign its rights
under this Guaranty in whole or in part, but only to the extent that such
Secured Party is validly assigning or has validly assigned its interests in the
Indebtedness.

[Remainder of page intentionally omitted.]

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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be executed and delivered by its officer thereunto duly authorized as of the
date first above written.

HUNTWAY PARTNERS, L.P.

BY: HUNTWAY MANAGING
PARTNER, L.P.,
its Managing General Partner

By: Reprise Holdings, Inc.,
its General Partner

By: The Huntway Division of
Reprise Holdings, Inc.

By: _______________________

Title: ____________________

Notice Address:

Huntway Refining Company
215129 The Old Road, Suite 322
Newhall, California 81381

ACCEPTED ON BEHALF OF
SECURED PARTIES:

UNITED STATES TRUST COMPANY OF NEW YORK,
as Collateral Agent

By:_________________________________

Title:______________________________

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EXHIBIT E-2

AMENDED AND RESTATED HUNTWAY SPECIAL
GENERAL PARTNER GUARANTY AGREEMENT

This AMENDED AND RESTATED HUNTWAY SPECIAL GENERAL PARTNER
GUARANTY AGREEMENT (this "Guaranty") is dated as of December 12, 1996 and is
made by HUNTWAY HOLDINGS, L.P., a Delaware limited partnership ("Guarantor") in
favor of and for the benefit of the Secured Parties (as defined in the
Intercreditor Agreement referred to below).

RECITALS

WHEREAS, Guarantor entered into that certain Huntway Special
General Partner Guaranty Agreement (the "Original Guaranty Agreement") dated as
of May 31, 1989, pursuant to which Guarantor guarantied certain obligations of
Huntway Partners, L.P., a Delaware limited partnership ("Huntway") owed to
Bankers Trust Company ("Bankers");

WHEREAS, the Original Guaranty Agreement was amended pursuant
to that certain Modification of Huntway Special General Partner Guaranty
Agreement dated as of June 22, 1993 by and between Guarantor and Bankers,
pursuant to which Bankers assigned its rights under the Original Guaranty
Agreement to the Huntway Creditors (as defined in the Original Guaranty
Agreement) and modified the obligations guarantied therein (the Original
Guaranty Agreement, as so modified and assigned, being the "Existing Guaranty
Agreement");

WHEREAS, Huntway is a debtor and debtor in possession under
chapter 11 of Title 11 of the United States Code, having commenced a bankruptcy
case on November 12, 1996;

WHEREAS, pursuant to the Plan, Huntway will, among other
things, (i) enter into the Collateralized Note Indenture and issue Senior Notes
(Other) in an original aggregate principal amount of $14,400,000.00 and a
Senior Note (Sunbelt IDB) in the original principal amount of $9,100,000.00
pursuant to the Collateralized Note Indenture, (ii) amend the Existing Letter
of Credit Agreement pursuant to the First Amendment to Letter of Credit
Agreement dated as of December 12, 1996 (said letter of credit agreement, as so
amended and as it may hereafter be further amended, supplemented, restated, or
otherwise modified from time to time being the "Letter of Credit Agreement")
and (iii) amend and restate the Existing Guaranty Agreement pursuant to this
Guaranty;

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WHEREAS, Guarantor desires to amend and restate the Existing
Guaranty Agreement in order to provide that it shall guaranty the payment and
performance of all Secured Obligations (as such term is defined in the
Intercreditor Agreement) of Huntway, including, without limitation, all
obligations in respect of the Collateralized Note Indenture, the Senior Notes,
the Letter of Credit Agreement and the other Financing Agreements;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the parties hereto shall have entered into this Guaranty;

SECTION 1. DEFINITIONS

1.1 DEFINITIONAL PROVISIONS

References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Guaranty unless otherwise
specifically provided.

SECTION 2. THE GUARANTY

2.1 GUARANTY OF THE INDEBTEDNESS

Subject to the provisions of subsections 2.2(i) and 2.2(ii),
Guarantor hereby irrevocably and unconditionally guaranties, as primary obligor
and not merely as surety, the due and punctual payment in full of all
Indebtedness when the same shall become due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)). The term
"Indebtedness" is used herein in its most comprehensive sense and includes:

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a. any and all obligations of Huntway in respect of
notes, advances, borrowings, loans debts, letters of credit, interest,
fees, costs, expenses (including, without limitation, legal fees and
expenses of counsel and allocated costs of internal counsel),
indemnities and liabilities of whatsoever nature now or hereafter
made, incurred or created, whether absolute or contingent, liquidated
or unliquidated, whether due or not due, and however arising under or
in connection with the Collateralized Note Indenture, the Senior
Notes, the Letter of Credit Agreement and the other Financing
Agreements, including those arising under successive borrowing
transactions under the Letter of Credit Agreement which shall either
continue such obligations of Huntway or from time to time renew them
after they have been satisfied and including interest which, but for
the filing of a petition in bankruptcy with respect to Huntway, would
have accrued on any Indebtedness, whether or not a claim is allowed
against Huntway for such interest in the related bankruptcy
proceeding; and

b. those expenses set forth in subsection 2.7 hereof.

2.2 LIABILITY OF GUARANTOR

Guarantor shall be liable as follows:

(i) The liability of the Guarantor under this
Guaranty shall be limited to the maximum aggregate amount that
would not render its obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section
548 of Title 11 of the United States Code or any applicable
provisions of comparable state law.

(ii) The obligation of the Guarantor under this
Guaranty shall be satisfied solely from collateral and
proceeds thereof pledged by the Guarantor to secure its
obligations hereunder, and the Guarantor shall not otherwise
be liable therefor;

(iii) This is a continuing guaranty relating to the
Indebtedness, including that arising under successive
borrowing transactions by Huntway under the Letter of Credit
Agreement which shall either continue that Indebtedness or
from time to time renew it after it has been satisfied. This
Guaranty shall not apply to any Indebtedness created after
actual receipt by Collateral Agent of written notice of its
revocation as to future transactions; provided, however that
any such revocation shall not affect Guarantor's liability for
the Indebtedness outstanding at the time of receipt of such
notice of any extension thereof or any other modification of
the time or manner of payment thereof following any such
revocation.

(iv) The foregoing maximum liabilities have no
application or effect on liability under any other guaranties
executed by Guarantor.

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(v) The obligations hereunder are independent of
the obligations of Huntway and the obligations of any other
guarantor of the obligations of Huntway under the Financing
Agreements, and a separate action or actions may be brought
and prosecuted against Guarantor whether any action is brought
against Huntway or any of such other guarantors or whether
Huntway be joined in any such action or actions; and Guarantor
waives all principles or provisions of law, statutory or
otherwise, which are or might be in conflict with the terms of
this Guaranty, and any legal or equitable discharge of its
obligations hereunder and the benefit of any statute of
limitations affecting its liability hereunder or the
enforcement thereof.

(vi) Guarantor authorizes the Secured Parties,
either before or after receipt of notice of Guarantor's
revocation of this Guaranty, without notice or demand and
without affecting its liability hereunder, from time to time
to (a) renew, extend, accelerate or otherwise change the time
for payment of the Indebtedness, or release, discharge, or
accept or refuse any offer of performance with respect to, or
substitutions for, or otherwise change the terms of the
Indebtedness or any part thereof, or any agreement relating
thereto; (b) take and hold security for the payment of this
Guaranty or the Indebtedness, and enforce any such security
consistent with the Intercreditor Agreement and any applicable
security agreement or release, surrender, compromise, settle,
waive, subordinate or modify, with or without consideration,
any of such security, any other guaranties with respect to the
Indebtedness, or any other obligation of any other Person with
respect to the Indebtedness or elect to foreclose on any
security held by or for the benefit of the Secured Parties by
one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially reasonable, or
exercise any other right or remedy the Secured Parties may
have against Huntway or any security without affecting or
impairing in any way the liability of Guarantor hereunder
except to the extent the Indebtedness has been paid, even
though any such election operates to impair or extinguish any
right of reimbursement or subrogation or other right or remedy
of Guarantor against Huntway or any security for the
Indebtedness, and apply such security and direct the order or
manner of sale thereof as the Secured Parties in their
discretion may determine consistent with the Intercreditor
Agreement and any applicable security agreements and (c)
release or substitute any one or more of the endorsers or
guarantors.

(vii) This Guaranty shall be valid and enforceable
and shall not be impaired or affected by the occurrence of any
of the following, all whether or not Guarantor shall have had
notice or knowledge of any of them: (a) any failure or
omission to enforce or agreement not to enforce, or the stay
or enjoining by order of court, by operation of law, or
otherwise, of the exercise of any right, power or remedy with
respect to the Indebtedness or any agreement relating thereto
at any time, or with respect to any security for the

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payment of the Indebtedness; (b) any waiver at any time of any
right, power or remedy or of any default with respect to the
Indebtedness or any agreement relating thereto or with respect
to any security for the Indebtedness; (c) the Indebtedness, or
any agreement relating thereto, at any time being found to be
illegal, invalid or unenforceable in any respect; (d) the
application of payments received from any source, other than
payments received pursuant to the Financing Agreements or from
the proceeds of security for the Indebtedness, to the payment
of indebtedness other than the Indebtedness, even though the
Secured Parties might lawfully have elected to apply such
payments to any part or all of the Indebtedness; (e) the
Secured Parties' acceptance of new or additional documents,
instruments or agreements relative to the Indebtedness; (f)
the Secured Parties' consent to the change, reorganization or
termination of the partnership structure or existence of
Huntway or any of its Subsidiaries and to any corresponding
restructuring of the Indebtedness; and (g) acceptance by the
Secured Parties of partial payments on the Indebtedness.

2.3 WAIVER BY GUARANTOR

Guarantor hereby waives any right to require any Secured Party
to (a) proceed against Huntway, any other guarantor of the obligations of
Huntway under the Financing Agreements or any other Person, (b) proceed against
or exhaust any security held from Huntway, any other guarantor of the
obligations of Huntway under the Financing Agreements or any other Person, or
(c) pursue any other remedy in any Secured Party's power whatsoever. Guarantor
waives any defense arising by reason of any disability or other defense of
Huntway including, without limitation, any defense based on or arising out of
the enforceability of the Indebtedness of Huntway to any Secured Party or by
reason of the cessation from any cause whatsoever of the liability of Huntway
other than payment in full of the Indebtedness. Until the Indebtedness of
Huntway to the Secured Parties shall have been paid in full, Guarantor shall
withhold exercise of (i) any right of subrogation, (ii) any right to enforce
any remedy which the Secured Parties now have or may hereafter have against
Huntway or (iii) any benefit of, and any right to participate in, any security
now or hereafter held by the Secured Parties. Guarantor waives all (w)
set-offs, counterclaims, presentments, (x) protests, notices of protests,
notices of dishonor and notices of any action or non-action, including
acceptance of this Guaranty, notices of default under the Financing Agreements
or any agreement related thereto and notice of any other extension of credit to
Huntway, (y) any right to deferral or modification of Guarantor's obligations
hereunder by reason of any bankruptcy, reorganization, arrangement, moratorium
or other debtor relief proceeding and (z) to the fullest extent permitted by
law and to the extent applicable, any defense or benefit that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or
sureties, including, without limitation, California Civil Code Sections 2809,
2810, 2819, 2845, 2847, 2848, 2849 and 2850.

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2.4 SUBORDINATION OF OTHER INDEBTEDNESS

Any indebtedness of Huntway for borrowed money now or
hereafter held by Guarantor is hereby subordinated in right of payment to the
Indebtedness, and in the event Huntway shall default in the payment of the
Indebtedness, any indebtedness of Huntway to Guarantor collected or received by
Guarantor shall be held in trust for the Secured Parties and shall be paid over
to Collateral Agent for the account of the Secured Parties for distribution in
accordance with the terms of the Intercreditor Agreement. Guarantor agrees
that amounts paid over to Collateral Agent for the account of such Secured
Party pursuant to the subordination provisions of this subsection 2.4 shall be
separate and apart from, and shall not be credited to, the liability of
Guarantor pursuant to subsection 2.2.

2.5 RIGHT OF SUBROGATION

2.6 AUTHORITY OF GUARANTOR OF HUNTWAY

It is not necessary for any Secured Party to inquire into the
powers of Guarantor or Huntway or the officers, directors or agents acting or
purporting to act on behalf of either of them.

2.7 EXPENSES

Guarantor agrees to pay on demand to Collateral Agent for the
account of Collateral Agent, all reasonable fees, costs and expenses (including
reasonable attorneys' fees and reasonable time charges of attorneys who may be
employees of Collateral Agent) which may be incurred by Collateral Agent in the
enforcement of this Guaranty.

2.8 TERMINATION OF THE GUARANTY

2.9 FINANCIAL CONDITION OF HUNTWAY HAS NO EFFECT ON GUARANTY

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obligation to disclose or discuss with Guarantor its assessment of the financial
condition of such Secured Party.

2.10 RIGHTS CUMULATIVE

The rights, powers and remedies given to the Secured Parties
by this Guaranty are cumulative and shall be in addition to and independent of
all rights, powers and remedies given to the Secured Parties by virtue of any
statute or rule of law or in the Financing Agreements or any agreement between
Guarantor and any Secured Party or between Huntway and any Secured Party.

2.11 REAL PROPERTY SECURITY

Guarantor agrees that the Secured Parties, in their sole
discretion, without notice or demand and without affecting the liability of
Guarantor under this Guaranty, may foreclose pursuant to the terms of the
Intercreditor Agreement or otherwise on the deeds of trust and mortgages
securing the Indebtedness and the interests in real property secured thereby by
nonjudicial sale. Guarantor understands that the exercise by the Secured
Parties of certain rights and remedies contained in the Intercreditor Agreement
and any such deed of trust or mortgage may affect or eliminate Guarantor's
right of subrogation against Huntway and that Guarantor may therefore incur a
partially or totally non-reimbursable liability hereunder. Nevertheless,
Guarantor hereby authorizes and empowers Collateral Agent to exercise, in its
sole discretion, any rights and remedies, or any combination thereof, which may
then be available, since it is the intent and purpose of Guarantor that the
obligations hereunder shall be absolute, independent and unconditional under
any and all circumstances. Without limiting the generality of the foregoing,
Guarantor waives all rights and defenses arising out of an election of remedies
by the Secured Parties, even though that election of remedies, such as a
nonjudicial foreclosure with respect to security for the Indebtedness, has
destroyed the Guarantor's rights of subrogation and reimbursement against
Huntway by the operation of Section 580d of the Code of Civil Procedure, or
otherwise. Notwithstanding any foreclosure of the lien of any deed of trust or
security agreement with respect to any or all of any deed of trust or security
agreement with respect to any or all of any real or personal property secured
thereby, whether by the exercise of the power of sale contained therein, by an
action for judicial foreclosure or by an acceptance of a deed in lieu of
foreclosure, Guarantor shall remain bound under this Guaranty including its
obligation to pay any deficiency under a nonjudicial foreclosure.

2.12 BANKRUPTCY

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arrangement of Huntway or by any defense which Huntway may have by reason of
the order, decree or decision of any court or administrative body resulting
from any such proceeding. The Secured Parties shall have the sole right to
accept or reject any plan proposed in such proceeding and to take any other
action which a party filing a claim is entitled to take. Guarantor acknowledges
and agrees that any interest on the Indebtedness which accrues after the
commencement of any such proceeding (or, if interest on any portion of the
Indebtedness ceases to accrue by operation of law by reason of the commencement
of said proceeding, such interest as would have accrued on any such portion of
the Indebtedness if said proceedings had not been commenced) shall be included
in the Indebtedness because it is the intention of the parties that the
Indebtedness which is guaranteed by Guarantor pursuant to this Guaranty should
be determined without regard to any rule of law or order which may relieve
Huntway of any portion of such indebtedness. Guarantor will permit any trustee
in bankruptcy, receiver, debtor in possession, assignee for the benefit of
creditors or similar person to pay the Secured Parties, or allow the claims of
the Secured Parties in respect of, any such interest accruing after the date on
which such proceeding is commenced. In the event that all or any portion of
the Indebtedness is paid or performed by Huntway, the obligations of Guarantor
hereunder shall continue and remain in full force and effect in the event that
all or any part of such payment(s) or performance(s) is avoided or recovered
directly or indirectly from the Secured Parties as a performance, fraudulent
transfer or otherwise in such proceeding.

2.13 SET OFF

SECTION 3. REPRESENTATIONS AND WARRANTIES

3.1 GENERAL PARTNER

Guarantor is the Huntway Special General Partner and will
remain the Huntway Managing Special Partner unless and until the Secured
Parties consent to an alteration of Guarantor's status as the Huntway Managing
Special Partner in accordance with the terms of the Collateralized Note
Indenture.

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3.2 PARTNERSHIP EXISTENCE

Guarantor is a limited partnership duly formed, validly
existing and in good standing under the laws of the State of Delaware, has the
partnership power and authority to own its assets and to transact the business
in which it is now engaged and is in good standing under the laws of each
jurisdiction where its ownership or lease of property or the conduct of its
business requires such qualification, except for failures to be so qualified,
authorized or licensed that could not in the aggregate have a material adverse
effect on the business operations, assets or financial condition of Guarantor
and its Subsidiaries, taken as a whole.

3.3 PARTNERSHIP POWER; AUTHORIZATION, ENFORCEABLE OBLIGATIONS

Guarantor has the partnership power, authority and legal right
to execute, deliver and perform this Guaranty and all obligations required
hereunder and has taken all necessary partnership action to authorize its
Guaranty hereunder on the terms and conditions hereof and its execution,
delivery and performance of this Guaranty and all obligations required
hereunder. No consent of any other Person including, without limitation,
partners and creditors of Guarantor, and no license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing or
declaration with, any governmental authority is required by Guarantor in
connection with this Guaranty or the execution, delivery, performance, validity
or enforceability of this Guaranty and all obligations required hereunder.
This Guaranty has been, and each instrument or document required hereunder will
be, executed and delivered by a duly authorized officer of the Huntway Division
of Reprise Holdings, Inc., the sole general partner of Guarantor, and this
Guaranty constitutes, and each instrument or document required hereunder when
executed and delivered hereunder will constitute, the legally valid and binding
obligation of Guarantor enforceable against Guarantor in accordance with its
terms.

3.4 NO LEGAL BAR TO THIS GUARANTY

The execution, delivery and performance of this Guaranty and
the documents or instruments required hereunder, and the use of the proceeds of
the borrowings by Huntway under the Financing Agreements, will not violate any
provision of any existing law or regulation binding on Guarantor, or any order,
judgment, award or decree of any court, arbitrator or governmental authority
binding on Guarantor, or the certificate of incorporation or by-laws of, or any
securities issued by Guarantor, or of any mortgage, indenture, lease, contract
or other agreement, instrument or undertaking to which Guarantor is a party or
by which Guarantor or any of its assets may be bound, the violation of which
would have a material adverse effect on the business operations, assets or
financial condition of Guarantor and its Subsidiaries, taken as a whole, and
will not result in, or require, the creation or imposition of any lien on any
of its property, assets or revenues pursuant to the provisions of any such
mortgage, indenture, lease, contract or other agreement, instrument or
undertaking.

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SECTION 4. MISCELLANEOUS

4.1 SURVIVAL OF WARRANTIES

All agreements, representations and warranties made herein
shall survive the execution and delivery of this Guaranty, the making of the
Loans under the Financing Agreements.

4.2 FAILURE OR DELAY NOT A WAIVER

4.3 NOTICES

4.4 SEVERABILITY

The illegality or unenforceability of any provision of the
Financing Agreements or this Guaranty or any instrument or agreement required
hereunder shall not in any way affect or impair the legality or enforceability
of the remaining provisions of this Guaranty or any instrument or agreement
required hereunder.

4.5 AMENDMENTS AND WAIVERS

No amendment, modification, termination or waiver of any
provision of this Guaranty, or consent to any departure by Guarantor therefrom,
shall in any event be effective without the written concurrence of Collateral
Agent. Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it was given.

4.6 HEADINGS

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4.7 APPLICABLE LAW

THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND
THE SECURED PARTIES AND ALL OTHER ASPECTS HEREOF SHALL BE DEEMED TO BE MADE
UNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. REFERENCES TO CERTAIN PROVISIONS OF
CALIFORNIA LAW CONTAINED HEREBY ARE MADE ONLY TO THE EXTENT ANY SUCH PROVISIONS
ARE MANDATORILY APPLICABLE DESPITE THIS EXPRESSED INTENTION OF THE PARTIES THAT
NEW YORK LAW GOVERN THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND COLLATERAL
AGENT.

4.8 SUBSEQUENT HOLDERS

The terms and provisions of this Guaranty shall inure to the
benefit of any assignee or transferee of the any Senior Note or other
Indebtedness, and in the event of such transfer or assignment, the rights and
privileges herein conferred upon the assignor shall automatically extend to and
be vested in such transferee or assignee, all subject to the terms and
conditions hereof.

4.9 SUCCESSORS AND ASSIGNS

This Guaranty shall be binding upon Guarantor and its
successors and assigns. This Guaranty shall inure to the benefit of the Secured
Parties and their respective successors and assigns. Guarantor shall not
assign this Guaranty or any of the rights or obligations of Guarantor hereunder
without the prior written consent of Collateral Agent. Each Secured Party may,
without notice, assign it rights under this Guaranty in whole or in part, but
only to the extent that such Secured Party is validly assigning or has validly
assigned its interests in the Indebtedness.

[Remainder of page intentionally omitted.]

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<PAGE> 290

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be executed and delivered by its officer thereunto duly authorized as of the
date first above written.

HUNTWAY HOLDINGS, L.P.

By: Reprise Holdings, Inc.,
its General Partner

By: The Huntway Division of
Reprise Holdings, Inc.

By: ________________________

Title: _____________________

Notice Address:

25129 The Old Road
Suite 322
Newhall, California 91381
Attention: Mr. Warren Nelson

ACCEPTED ON BEHALF OF
SECURED PARTIES:

UNITED STATES TRUST COMPANY OF NEW YORK,
as Collateral Agent

By:_________________________________

Title:______________________________

S-1
<PAGE> 291

EXHIBIT E-3

AMENDED AND RESTATED HUNTWAY MANAGING
PARTNER GUARANTY AGREEMENT

This AMENDED AND RESTATED HUNTWAY MANAGING PARTNER GUARANTY
AGREEMENT (this "Guaranty") is dated as of December 12, 1996 and is made by
HUNTWAY MANAGING PARTNER, L.P., a Delaware limited partnership ("Guarantor") in
favor of and for the benefit of the Secured Parties (as defined in the
Intercreditor Agreement referred to below).

RECITALS

WHEREAS, Guarantor entered into that certain Huntway Managing
General Partner Guaranty Agreement (the "Original Guaranty Agreement") dated as
of May 31, 1989, pursuant to which Guarantor guarantied certain obligations of
Huntway Partners, L.P., a Delaware limited partnership ("Huntway") owed to
Bankers Trust Company ("Bankers");

WHEREAS, the Original Guaranty Agreement was amended pursuant
to that certain Modification of Huntway Managing General Partner Guaranty
Agreement dated as of June 22, 1993 by and between Guarantor and Bankers,
pursuant to which Bankers assigned its rights under the Original Guaranty
Agreement to the Huntway Creditors (as defined in the Original Guaranty
Agreement) and modified the obligations guarantied therein (the Original
Guaranty Agreement, as so modified and assigned, being the "Existing Guaranty
Agreement");

WHEREAS, Huntway is a debtor and debtor in possession under
chapter 11 of Title 11 of the United States Code, having commenced a bankruptcy
case on November 12, 1996;

WHEREAS, on November 8, 1996, Huntway submitted to the United
States Bankruptcy Court for the District of Delaware (the "Court") a Plan of
Reorganization dated November 12, 1996 (the "Plan") and on December 12, 1996,
the Court confirmed the Plan;

WHEREAS, pursuant to the Plan, Huntway will, among other
things, (i) enter into the Collateralized Note Indenture and issue Senior Notes
(Other) in an original aggregate principal amount of $14,400,000.00 and a
Senior Note (Sunbelt IDB) in the original aggregate principal amount of
$9,100,000.00 pursuant to the Collateralized Note Indenture, (ii) amend the
Existing Letter of Credit Agreement pursuant to the First Amendment to Letter
of Credit Agreement (said letter of credit agreement, as so amended and as it
may hereafter be further amended, supplemented, restated, or otherwise modified
from time to

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time being the "Letter of Credit Agreement") and (iii) amend and restate the
Existing Guaranty Agreement pursuant to this Guaranty;

WHEREAS, Guarantor desires to amend and restate the Existing
Guaranty Agreement in order to provide that it shall guaranty the payment and
performance of all Secured Obligations of Huntway, including, without
limitation, all obligations in respect of the Collateralized Note Indenture,
the Senior Notes, the Letter of Credit Agreement and the other Financing
Agreements;

WHEREAS, pursuant to the Plan, the holders of the Senior
Notes, Bankers, as letter of credit bank under the Letter of Credit Agreement
and United States Trust Company of New York, as Collateral Agent ("Collateral
Agent") have entered into that certain Amended and Restated Intercreditor and
Collateral Trust Agreement dated as of December 12, 1996 (said agreement, as it
may hereafter be amended, supplemented, restated, or otherwise modified from
time to time being the "Intercreditor Agreement"; capitalized terms used herein
have the meanings assigned thereto in the Intercreditor Agreement) pursuant to
which the parties thereto have set forth their agreement regarding the decision
making process with respect to exercise of remedies under this Guaranty and the
other Collateral Documents;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the parties hereto shall have entered into this Guaranty;

SECTION 1. DEFINITIONS

1.1 DEFINITIONAL PROVISIONS

References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Guaranty unless otherwise
specifically provided.

SECTION 2. THE GUARANTY

2.1 GUARANTY OF THE INDEBTEDNESS

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<PAGE> 293

stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)).
The term "Indebtedness" is used herein in its most comprehensive sense and
includes:

a. any and all obligations of Huntway in respect of
notes, advances, borrowings, loans debts, letters of credit, interest,
fees, costs, expenses (including, without limitation, legal fees and
expenses of counsel and allocated costs of internal counsel),
indemnities and liabilities of whatsoever nature now or hereafter
made, incurred or created, whether absolute or contingent, liquidated
or unliquidated,whether due or not due, and however arising under or
in connection with the Collateralized Note Indenture, the Senior
Notes, the Letter of Credit Agreement and the other Financing
Agreements, including those arising under successive borrowing
transactions under the Letter of Credit Agreement which shall either
continue such obligations of Huntway or from time to time renew them
after they have been satisfied and including interest which, but for
the filing of a petition in bankruptcy with respect to Huntway, would
have accrued on any Indebtedness, whether or not a claim is allowed
against Huntway for such interest in the related bankruptcy
proceeding; and

b. those expenses set forth in subsection 2.7 hereof.

2.2 LIABILITY OF GUARANTOR

Guarantor shall be liable as follows:

(i) The liability of the Guarantor under this
Guaranty shall be limited to the maximum aggregate amount that would
not render its obligations hereunder subject to avoidance as a
fraudulent transfer or conveyance under Section 548 of Title 11 of the
United States Code or any applicable provisions of comparable state
law.

(ii) This is a continuing guaranty relating to the
Indebtedness, including that arising under successive borrowing
transactions by Huntway under the Letter of Credit Agreement which
shall either continue the Indebtedness or from time to time renew it
after it has been satisfied. This Guaranty shall not apply to any
Indebtedness created after actual receipt by Collateral Agent of
written notice of its revocation as to future transactions; provided,
however, that any such revocation shall not affect Guarantor's
liability for the Indebtedness outstanding at the time of receipt of
such notice of any extension thereof or any other modification of the
time or manner of payment thereof following any such revocation.

(iii) The obligation of the Guarantor hereunder
shall be satisfied solely from collateral and proceeds thereof pledged
by the Guarantor to secure its obligations hereunder and the Guarantor
shall not otherwise be liable therefor;

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<PAGE> 294

(iv) The foregoing maximum liabilities have no
application or effect on liability under any other guaranties executed
by Guarantor.

(v) The obligations hereunder are independent of
the obligations of Huntway and the obligations of any other guarantor
of the obligations of Huntway under the Financing Agreements, and a
separate action or actions may be brought and prosecuted against
Guarantor whether any action is brought against Huntway or any of such
other guarantors or whether Huntway be joined in any such action or
actions; and Guarantor waives all principles or provisions of law,
statutory or otherwise, which are or might be in conflict with the
terms of this Guaranty, and any legal or equitable discharge of its
obligations hereunder and the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof.

(vi) Guarantor authorizes the Secured Parties,
either before or after receipt of notice of Guarantor's revocation of
this Guaranty, without notice or demand and without affecting its
liability hereunder, from time to time to (a) renew, extend,
accelerate or otherwise change the time for payment of the
Indebtedness, or release, discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, or otherwise change
the terms of the Indebtedness or any part thereof, or any agreement
relating thereto; (b) take and hold security for the payment of this
Guaranty or the Indebtedness, and enforce any such security consistent
with the Intercreditor Agreement and any applicable security agreement
or release, surrender, compromise, settle, waive, subordinate or
modify, with or without consideration, any of such security, any other
guaranties with respect to the Indebtedness, or any other obligation
of any other Person with respect to the Indebtedness or elect to
foreclose on any security held by or for the benefit of the Secured
Parties by one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially reasonable, or exercise
any other right or remedy the Secured Parties may have against Huntway
or any security without affecting or impairing in any way the
liability of Guarantor hereunder except to the extent the Indebtedness
has been paid, even though any such election operates to impair or
extinguish any right of reimbursement or subrogation or other right or
remedy of Guarantor against Huntway or any security for the
Indebtedness, and apply such security and direct the order or manner
of sale thereof as the Secured Parties in their discretion may
determine consistent with the Intercreditor Agreement and any
applicable security agreement; and (c) release or substitute any one
or more of the endorsers or guarantors.

(vii) This Guaranty shall be valid and enforceable
and shall not be impaired or affected by the occurrence of any of the
following, all whether or not Guarantor shall have had notice or
knowledge of any of them: (a) any failure or omission to enforce or
agreement not to enforce, or the stay or enjoining by order of court,
by operation of law, or otherwise, of the exercise of any right, power
or remedy with respect to the Indebtedness or any agreement relating
thereto at any time, or with respect to any security for the payment
of the Indebtedness; (b) any

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<PAGE> 295

waiver at any time of any right, power or remedy or of any default
with respect to the Indebtedness or any agreement relating thereto or
with respect to any security for the Indebtedness; (c) the
Indebtedness, or any agreement relating thereto, at any time being
found to be illegal, invalid or unenforceable in any respect; (d) the
application of payments received from any source, other than payments
received pursuant to the Financing Agreements or from the proceeds of
security for the Indebtedness, to the payment of indebtedness other
than the Indebtedness, even though the Secured Parties might lawfully
have elected to apply such payments to any part or all of the
Indebtedness; (e) the Secured Parties' acceptance of new or additional
documents, instruments or agreements relative to the Indebtedness; (f)
the Secured Parties' consent to the change, reorganization or
termination of the partnership structure or existence of Huntway or
any of its Subsidiaries and to any corresponding restructuring of the
Indebtedness; and (g) acceptance by the Secured Parties of partial
payments on the Indebtedness.

2.3 WAIVER BY GUARANTOR

2.4 SUBORDINATION OF OTHER INDEBTEDNESS

Any indebtedness of Huntway for borrowed money now or
hereafter held by Guarantor is hereby subordinated in right of payment to the
Indebtedness, and in the event

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Huntway shall default in the payment of the Indebtedness, any indebtedness of
Huntway to Guarantor collected or received by Guarantor shall be held in trust
for the Secured Parties and shall be paid over to Collateral Agent for the
account of the Secured Parties for distribution in accordance with the terms of
the Intercreditor Agreement. Guarantor agrees that amounts paid over to
Collateral Agent for the account of such Secured Party pursuant to the
subordination provisions of this subsection 2.4 shall be separate and apart
from, and shall not be credited to, the liability of Guarantor pursuant to
subsection 2.2.

2.5 RIGHT OF SUBROGATION

2.6 AUTHORITY OF GUARANTOR OF HUNTWAY

It is not necessary for any Secured Party to inquire into the
powers of Guarantor or Huntway or the officers, directors or agents acting or
purporting to act on behalf of either of them.

2.7 EXPENSES

2.8 TERMINATION OF THE GUARANTY

2.9 FINANCIAL CONDITION OF HUNTWAY HAS NO EFFECT ON GUARANTY

Loans may be granted to Huntway or continued from time to time
without notice to or authorization from Guarantor regardless of the financial
or other condition of Huntway at the time of any such grant or continuation.
No Secured Party shall have any obligation to disclose or discuss with
Guarantor its assessment of the financial condition of Huntway.

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2.10 RIGHTS CUMULATIVE

The rights, powers and remedies given to the Secured Parties
by this Guaranty are cumulative and shall be in addition to and independent of
all rights, powers and remedies given to the Secured Parties by virtue of any
statute or rule of law or in the Financing Agreements or any agreement between
Guarantor and any Secured Party or between Huntway and any Secured Party.

2.11 REAL PROPERTY SECURITY

2.12 BANKRUPTCY

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<PAGE> 298

proceeding and to take any other action which a party filing a claim is
entitled to take. Guarantor acknowledges and agrees that any interest on the
Indebtedness which accrues after the commencement of any such proceeding (or,
if interest on any portion of the Indebtedness ceases to accrue by operation of
law by reason of the commencement of said proceeding, such interest as would
have accrued on any such portion of the Indebtedness if said proceedings had
not been commenced) shall be included in the Indebtedness because it is the
intention of the parties that the Indebtedness which is guaranteed by Guarantor
pursuant to this Guaranty should be determined without regard to any rule of
law or order which may relieve Huntway of any portion of such indebtedness.
Guarantor will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person to pay the
Secured Parties, or allow the claims of the Secured Parties in respect of, any
such interest accruing after the date on which such proceeding is commenced.
In the event that all or any portion of the Indebtedness is paid or performed
by Huntway, the obligations of Guarantor hereunder shall continue and remain in
full force and effect in the event that all or any part of such payment(s) or
performance(s) is avoided or recovered directly or indirectly from the Secured
Parties as a performance, fraudulent transfer or otherwise in such proceeding.

2.13 SET OFF

SECTION 3. REPRESENTATIONS AND WARRANTIES

3.1 GENERAL PARTNER

Guarantor is the Huntway Managing General Partner and will
remain the Huntway Managing General Partner unless and until the Secured
Parties consent to an alteration of Guarantor's status as the Huntway Managing
General Partner in accordance with the terms of the Collateralized Note
Indenture.

3.2 PARTNERSHIP EXISTENCE

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<PAGE> 299

good standing under the laws of each jurisdiction where its ownership or lease
of property or the conduct of its business requires such qualification, except
for failures to be so qualified, authorized or licensed that could not in the
aggregate have a material adverse effect on the business operations, assets or
financial condition of Guarantor and its Subsidiaries, taken as a whole.

3.3 PARTNERSHIP POWER; AUTHORIZATION, ENFORCEABLE OBLIGATIONS

3.4 NO LEGAL BAR TO THIS GUARANTY

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SECTION 4. MISCELLANEOUS

4.1 SURVIVAL OF WARRANTIES

All agreements, representations and warranties made herein
shall survive the execution and delivery of this Guaranty and the execution and
delivery of the Financing Agreements.

4.2 FAILURE OR DELAY NOT A WAIVER

4.3 NOTICES

4.4 SEVERABILITY

4.5 AMENDMENTS AND WAIVER

No amendment, modification, termination or waiver of any
provision of this Guaranty, or consent to any departure by Guarantor therefrom,
shall in any event be effective without the written concurrence of Collateral
Agent. Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it was given.

4.6 HEADINGS

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4.7 APPLICABLE LAW

THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND
THE SECURED PARTIES AND ALL OTHER ASPECTS HEREOF SHALL BE DEEMED TO BE MADE
UNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. REFERENCES TO CERTAIN PROVISIONS OF
CALIFORNIA LAW CONTAINED HEREIN ARE MADE ONLY TO THE EXTENT ANY SUCH PROVISIONS
ARE MANDATORILY APPLICABLE DESPITE THIS EXPRESSED INTENTION OF THE PARTIES THAT
NEW YORK LAW GOVERN THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND COLLATERAL
AGENT.

4.8 SUBSEQUENT HOLDERS

The terms and provisions of this Guaranty shall inure to the
benefit of any assignee or transferee of any Senior Note or other Indebtedness,
and in the event of such transfer or assignment, the rights and privileges
herein conferred upon the assignor shall automatically extend to and be vested
in such transferee or assignee, all subject to the terms and conditions hereof.

4.9 SUCCESSORS AND ASSIGNS

This Guaranty shall be binding upon Guarantor and its
successors and assigns. This Guaranty shall inure to the benefit of the
Secured Parties and their respective successors and assigns. Guarantor shall
not assign this Guaranty or any of the rights or obligations of Guarantor
hereunder without the prior written consent of Collateral Agent. Each Secured
Party may, without notice, assign its rights under this Guaranty in whole or in
part, but only to the extent that such Secured Party is validly assigning or
has validly assigned its interests in the Indebtedness.

[Remainder of page intentionally omitted.]

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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be executed and delivered by its officer thereunto duly authorized as of the
date first above written.

HUNTWAY MANAGING PARTNER, L.P.

By: Reprise Holdings, Inc.,
its General Partner

By: The Huntway Division of Reprise
Holdings, Inc.

By: ________________________

Title: _____________________

Notice Address:

Huntway Refining Company
25129 The Old Road, Suite 322
Newhall, California 91381

ACCEPTED ON BEHALF OF
SECURED PARTIES:

UNITED STATES TRUST COMPANY OF NEW YORK,
as Collateral Agent

By:_________________________________

Title:______________________________

S-1
<PAGE> 303

EXHIBIT E-4

AMENDED AND RESTATED SUNBELT GUARANTY AGREEMENT

This AMENDED AND RESTATED SUNBELT GUARANTY AGREEMENT (this
"Guaranty") is dated as of December 12, 1996 and is made by SUNBELT REFINING
COMPANY, L.P., a Delaware limited partnership ("Guarantor") in favor of and
for the benefit of the Secured Parties (as defined in the Intercreditor
Agreement referred to below).

RECITALS

WHEREAS, Guarantor and Bankers Trust Company ("Bankers")
entered into that certain Sunbelt Guaranty Agreement (the "Original Guaranty
Agreement") dated as of December 22, 1989, pursuant to which Guarantor
guarantied certain obligations of Huntway Partners, L.P., a Delaware limited
partnership ("Huntway") owed to Bankers Trust Company ("Bankers");

WHEREAS, the Original Guaranty Agreement was amended pursuant
to that certain Modification of Sunbelt Guaranty Agreement dated as of June 22,
1993 by and between Guarantor and Bankers, pursuant to which Bankers assigned
its rights under the Original Guaranty Agreement to the Huntway Creditors (as
defined in the Original Guaranty Agreement) and modified the obligations
guarantied therein (the Original Guaranty Agreement, as so modified and
assigned, being the "Existing Guaranty Agreement");

WHEREAS, Huntway is a debtor and debtor in possession under
chapter 11 of Title 11 of the United States Code, having commenced a bankruptcy
case on November 12, 1996;

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<PAGE> 304

otherwise modified from time to time being the "Letter of Credit Agreement")
and (iii) amend and restate the Existing Guaranty Agreement pursuant to this
Guaranty;

WHEREAS, Guarantor desires to amend and restate the Existing
Guaranty Agreement in order to provide that it shall guaranty the payment and
performance of all Secured Obligations of Huntway, including, without
limitation, all obligations in respect of the Collateralized Note Indenture,
the Senior Notes, the Letter of Credit Agreement and the other Financing
Agreements;

WHEREAS, pursuant to the Plan, the holders of the Senior
Notes, Bankers, as letter of credit bank under the Letter of Credit Agreement
and United States Trust Company of New York, as Collateral Agent ("Collateral
Agent") have entered into that certain Amended and Restated Intercreditor and
Collateral Trust Agreement dated as of December 12, 1996 (said agreement, as it
may hereafter be amended, supplemented, restated, or otherwise modified from
time to time being the "Intercreditor Agreement"; capitalized terms used herein
have the meanings assigned thereto in the Intercreditor Agreement) pursuant to
which the parties thereto have set forth their agreement regarding the decision
making process with respect to exercise of remedies under the this Guaranty and
the other Collateral Documents;

WHEREAS, it is a condition precedent to the effectiveness of
the Plan that the parties hereto shall have entered into this Guaranty;

SECTION 1. DEFINITIONS

1.1 DEFINITIONAL PROVISIONS

References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Guaranty unless otherwise
specifically provided.

SECTION 2. THE GUARANTY

2.1 GUARANTY OF THE INDEBTEDNESS

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<PAGE> 305

Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)). The term
"Indebtedness" is used herein in its most comprehensive sense and includes:

a. any and all obligations of Huntway in respect of
notes, advances, borrowings, loans debts, letters of credit, interest,
fees, costs, expenses (including, without limitation, legal fees and
expenses of counsel and allocated costs of internal counsel),
indemnities and liabilities of whatsoever nature now or hereafter
made, incurred or created, whether absolute or contingent, liquidated
or unliquidated,whether due or not due, and however arising under or
in connection with the Collateralized Note Indenture, the Senior
Notes, the Letter of Credit Agreement, and the other Financing
Agreements, including those arising under successive borrowing
transactions under the Letter of Credit Agreement which shall either
continue such obligations of Huntway or from time to time renew them
after they have been satisfied and including interest which, but for
the filing of a petition in bankruptcy with respect to Huntway, would
have accrued on any Indebtedness, whether or not a claim is allowed
against Huntway for such interest in the related bankruptcy
proceeding; and

b. those expenses set forth in subsection 2.7 hereof.

2.2 LIABILITY OF GUARANTOR

Guarantor shall be liable as follows:

(i) The liability of the Guarantor under this Guaranty
shall be limited to the maximum aggregate amount that would not render its
obligations hereunder subject to avoidance as a fraudulent transfer or
conveyance under Section 548 of Title 11 of the United States Code or any
applicable provisions of comparable state law.

(ii) This is a continuing guaranty relating to the
Indebtedness, including that arising under successive borrowing transactions by
Huntway under the Letter of Credit Agreement which shall either continue the
Indebtedness or from time to time renew it after it has been satisfied. This
Guaranty shall not apply to any Indebtedness created after actual receipt by
Collateral Agent of written notice of its revocation as to future transactions;
provided, however, that any such revocation shall not affect Guarantor's
liability for the Indebtedness outstanding at the time of receipt of such
notice of any extension thereof or any other modification of the time or manner
of payment thereof following any such revocation.

(iii) The foregoing maximum liabilities have no application
or effect on liability under any other guaranties executed by Guarantor.

(iv) The obligations hereunder are independent of the
obligations of Huntway and the obligations of any other guarantor of the
obligations of Huntway under the Financing Agreements, and a separate action or
actions may be brought and prosecuted against Guarantor whether any action is
brought against Huntway or any of such other

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<PAGE> 306

guarantors or whether Huntway be joined in any such action or actions; and
Guarantor waives all principles or provisions of law, statutory or otherwise,
which are or might be in conflict with the terms of this Guaranty, and any
legal or equitable discharge of its obligations hereunder and the benefit of
any statute of limitations affecting its liability hereunder or the enforcement
thereof.

(v) Guarantor authorizes the Secured Parties, either
before or after receipt of notice of Guarantors' revocation of this Guaranty,
without notice or demand and without affecting its liability hereunder, from
time to time to (a) renew, extend, accelerate or otherwise change the time for
payment of the Indebtedness, or release, discharge, or accept or refuse any
offer of performance with respect to, or substitutions for, or otherwise change
the terms of the Indebtedness or any part thereof, or any agreement relating
thereto; (b) take and hold security for the payment of this Guaranty or the
Indebtedness, and enforce any such security consistent with the Intercreditor
Agreement and any applicable security agreement or release, surrender,
compromise, settle, waive, subordinate or modify, with or without
consideration, any of such security, any other guaranties with respect to the
Indebtedness, or any other obligation of any other Person with respect to the
Indebtedness or elect to foreclose on any security held by or for the benefit
of the Secured Parties by one or more judicial or nonjudicial sales, whether or
not every aspect of any such sale is commercially reasonable, or exercise any
other right or remedy the Secured Parties may have against Huntway or any
security without affecting or impairing in any way the liability of Guarantor
hereunder except to the extent the Indebtedness has been paid, even though any
such election operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of Guarantor against Huntway or any
security for the Indebtedness, and apply such security and direct the order or
manner of sale thereof as the Secured Parties in their discretion may determine
consistent with the Intercreditor Agreement and any applicable security
agreement; and (c) release or substitute any one or more of the endorsers or
guarantors.

(vi) This Guaranty shall be valid and enforceable and
shall not be impaired or affected by the occurrence of any of the following,
all whether or not Guarantor shall have had notice or knowledge of any of them:
(a) any failure or omission to enforce or agreement not to enforce, or the stay
or enjoining by order of court, by operation of law, or otherwise, of the
exercise of any right, power or remedy with respect to the Indebtedness or any
agreement relating thereto at any time, or with respect to any security for the
payment of the Indebtedness; (b) any waiver at any time of any right, power or
remedy or of any default with respect to the Indebtedness or any agreement
relating thereto or with respect to any security for the Indebtedness; (c) the
Indebtedness, or any agreement relating thereto, at any time being found to be
illegal, invalid or unenforceable in any respect; (d) the application of
payments received from any source, other than payments received pursuant to the
Financing Agreements or from the proceeds of security for the Indebtedness, to
the payment of indebtedness other than the Indebtedness, even though the
Secured Parties might lawfully have elected to apply such payments to any part
or all of the Indebtedness; (e) the Secured Parties' acceptance of new or
additional documents, instruments or agreements relative to the Indebtedness;
(f) the Secured Parties' consent to the change, reorganization or termination
of the partnership structure or existence of Huntway or any of its Subsidiaries
and to any

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<PAGE> 307

corresponding restructuring of the Indebtedness; and (g) acceptance by the
Secured Parties of partial payment on the Indebtedness.

2.3 WAIVER BY GUARANTOR

2.4 SUBORDINATION OF OTHER INDEBTEDNESS

2.5 RIGHT OF SUBROGATION

If any payment or distribution is required to be made by
Guarantor pursuant to this Guaranty, then upon payment in full of all
Indebtedness due to the Secured Parties,

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<PAGE> 308

Guarantor shall be subrogated to any rights of the Secured Parties against
Huntway and all other Guarantors.

2.6 AUTHORITY OF GUARANTOR OF HUNTWAY

It is not necessary for any Secured Party to inquire into the
powers of Guarantor or Huntway or the officers, directors or agents acting or
purporting to act on behalf of any of them.

2.7 EXPENSES

2.8 TERMINATION OF THE GUARANTY

This Guaranty shall remain in effect unless and, until all of
the Indebtedness shall have been paid in full, the Letters of Credit have
expired or been terminated, and the Commitment has been terminated. At such
time, subject to subsection 2.11, this Guaranty shall automatically terminate
without any action on the part of any party hereto.

2.9 FINANCIAL CONDITION OF HUNTWAY HAS NO EFFECT
ON GUARANTY

2.10 RIGHTS CUMULATIVE

The rights, powers and remedies given to the Secured Parties
by this Guaranty are cumulative and shall be in addition to and independent of
all rights, powers and remedies given to the Secured Parties by virtue of any
statute or rule of law or in the Financing Agreements or any agreement between
Guarantor and any Secured Party or between Huntway and any Secured Party.

2.11 REAL PROPERTY SECURITY

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<PAGE> 309

trust and mortgages securing the Indebtedness and the interests in real
property secured thereby by nonjudicial sale. Guarantor understands that the
exercise by the Secured Parties of certain rights and remedies contained in the
Intercreditor Agreement and any such deed of trust or mortgage may affect or
eliminate Guarantor's right of subrogation against Huntway and that Guarantor
may therefore incur a partially or totally non-reimbursable liability
hereunder. Nevertheless, Guarantor hereby authorizes and empowers the Secured
Parties to exercise, in its sole discretion, any rights and remedies, or any
combination thereof, which may then be available, since it is the intent and
purpose of Guarantor that the obligations hereunder shall be absolute,
independent and unconditional under any and all circumstances. Without
limiting the generality of the foregoing, Guarantor waives all rights and
defenses arising out of an election of remedies by the Secured Parties, even
though that election of remedies, such as a nonjudicial foreclosure with
respect to security for the Indebtedness, has destroyed the Guarantor's rights
of subrogation and reimbursement against Huntway by the operation of Section
580d of the Code of Civil Procedure, or otherwise. Notwithstanding any
foreclosure of the lien of any deed of trust or security agreement with respect
to any or all of any deed of trust or security agreement with respect to any or
all of any real or personal property secured thereby, whether by the exercise
of the power of sale contained therein, by an action for judicial foreclosure
or by an acceptance of a deed in lieu of foreclosure, Guarantor shall remain
bound under this Guaranty including its obligation to pay any deficiency under
a nonjudicial foreclosure.

2.12 BANKRUPTCY

So long as any Indebtedness shall be owing to any Secured
Party, Guarantor shall not, without the prior consent of Collateral Agent,
commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency proceedings of or against Huntway or any of the
Subsidiaries of Huntway. The obligations of Guarantor under this guaranty
shall not be altered, limited or affected by any proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership,
reorganization, liquidation or arrangement of Huntway or by any defense which
Huntway may have by reason of the order, decree or decision of any court or
administrative body resulting from any such proceeding. The Secured Parties
shall have the sole right to accept or reject any plan proposed in such
proceeding and to take any other action which a party filing a claim is
entitled to take. Guarantor acknowledges and agrees that any interest on the
Indebtedness which accrues after the commencement of any such proceeding (or,
if interest on any portion of the Indebtedness ceases to accrue by operation of
law by reason of the commencement of said proceeding, such interest as would
have accrued on any such portion of the Indebtedness if said proceedings had
not been commenced) shall be included in the Indebtedness because it is the
intention of the parties that the Indebtedness which is guaranteed by Guarantor
pursuant to this Guaranty should be determined without regard to any rule of
law or order which may relieve Huntway of any portion of such indebtedness.
Guarantor will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person to pay the
Secured Parties, or allow the claims of the Secured Parties in respect of, any
such interest accruing after the date on which such proceeding is commenced.
In the event that all or any portion of the Indebtedness is paid or performed
by Huntway, the

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<PAGE> 310

obligations of Guarantor hereunder shall continue and remain in full force and
effect in the event that all or any part of such payment(s) or performance(s)
is avoided or recovered directly or indirectly from the Secured Parties as a
performance, fraudulent transfer or otherwise in such proceeding

2.13 SET OFF

SECTION 3. REPRESENTATIONS AND WARRANTIES

3.1 PARTNERSHIP EXISTENCE

3.2 PARTNERSHIP POWER; AUTHORIZATION,
ENFORCEABLE OBLIGATIONS

Guarantor has the partnership power, authority and legal right
to execute, deliver and perform this Guaranty and all obligations required
hereunder and has taken all necessary partnership action to authorize its
Guaranty hereunder on the terms and conditions hereof and its execution,
delivery and performance of this Guaranty and all obligations required
hereunder. No consent of any other Person including, without limitation,
partners and creditors or Guarantor, and no license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing or
declaration with, any governmental authority is required by Guarantor in
connection with this Guaranty or the execution, deliver, performance, validity
or enforceability of this Guaranty and all obligations required hereunder.
This Guaranty has been, and each instrument or document required hereunder will
be, executed and delivered by a duly authorized officer of Huntway, the sole
general

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<PAGE> 311

partner of Guarantor, and this Guaranty constitutes, and each instrument or
document required hereunder when executed and delivered hereunder will
constitute, the legally valid and binding obligation of Guarantor enforceable
against Guarantor in accordance with its terms.

3.3 NO LEGAL BAR TO THIS GUARANTY

SECTION 4. MISCELLANEOUS

4.1 SURVIVAL OF WARRANTIES

All agreements, representations and warranties made herein
shall survive the execution and delivery of this Guaranty and the execution and
delivery of the Financing Agreements.

4.2 FAILURE OR DELAY NOT A WAIVER

4.3 NOTICES

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4.4 SEVERABILITY

4.5 AMENDMENTS AND WAIVERS

No amendment, modification, termination or waiver of any
provision of this Guaranty, or consent to any departure by Guarantor therefrom,
shall in any event be effective without the written concurrence of Collateral
Agent. Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it was given.

4.6 HEADINGS

4.7 APPLICABLE LAW

THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND
THE SECURED PARTIES AND ALL OTHER ASPECTS HEREOF SHALL BE DEEMED TO BE MADE
UNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. REFERENCES TO CERTAIN PROVISIONS OF
CALIFORNIA LAW CONTAINED HEREIN ARE MADE ONLY TO THE EXTENT ANY SUCH PROVISIONS
ARE MANDATORILY APPLICABLE DESPITE THIS EXPRESSED INTENTION OF THE PARTIES THAT
NEW YORK LAW GOVERN THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND COLLATERAL
AGENT.

4.8 SUBSEQUENT HOLDERS

4.9 SUCCESSORS AND ASSIGNS

This Guaranty shall be binding upon Guarantor and its
successors and assigns. This Guaranty shall inure to the benefit of the
Secured Parties and their respective successors

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<PAGE> 313

and assigns. Guarantor shall not assign this Guaranty or any of the rights or
obligations of Guarantor hereunder without the prior written consent of the
Collateral Agent. Each Secured Party may, without notice, assign it rights
under this Guaranty in whole or in part, but only to the extent that such
Secured Party is validly assigning or has validly assigned its interests in the
Indebtedness.

[Remainder of page intentionally omitted.]

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<PAGE> 314

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be executed and delivered by its officer thereunto duly authorized as of the
date first above written.

SUNBELT REFINING COMPANY, L.P.

BY: HUNTWAY PARTNERS, L.P.,
its sole General Partner

BY: HUNTWAY MANAGING
PARTNER, L.P.,
its Managing General Partner

By: Reprise Holdings, Inc.,
its General Partner

By: The Huntway Division of
Reprise Holdings, Inc.

By: ___________________________

Title: ________________________

Notice Address:

25129 The Old Road
Suite 322
Newhall, California 91381
Attention: Mr. Warren Nelson

ACCEPTED ON BEHALF OF
SECURED PARTIES:

UNITED STATES TRUST COMPANY OF NEW YORK,
as Collateral Agent

By:_________________________________

Title:______________________________

S-1

<PAGE> 1

EXHIBIT T3F

Certain Sections of this Indenture Relating to
Sections 310 through 318 of the
Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Indenture
Trust Indenture Section
--------------- ---------
<S> <C> <C> <C>
Sections 310 (a) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608

(a) (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608

(a) (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613

(a) (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

(a) (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608

Sections 311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 612

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 612

Sections 312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 701, 702

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702

Sections 313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703

(b) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

(b) (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703

Sections 314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 409, 102

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1202

</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Indenture
Trust Indenture Section
--------------- ---------
<S> <C> <C> <C>
(c) (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1204

(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

Sections 315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601, 603

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601

(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514

Sections 316 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
last sentence ("Outstanding")

(a) (1) (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512

(a) (1) (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513

(a) (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508

Sections 317 (a) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 505

(a) (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403

Sections 318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
</TABLE>

-2-