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8b -. 1U1a45 the notes described below, are herein sometimes collectively called the "Banks" and individually called a "Bank "; the Banks and Surco are herein sometimes collectivC y called the "Lenders" and individually called a "Lender "), the Agent and the Mortgagor have entered into a certain Secured Term Loan Agreement, dated as of April 10, 1986 (as the same may be amended from time to time, herein called the "Loan Agreement ") wherein the Banks have agreed to restructure the loans made to the Mortgagor prior to the bankruptcy filings mentioned above. B. Surco Note and Guarant . Mortgagor has executed and delivered to Surco (1) an Unconditional Guaranty Agreement (as the same may be amended from time to time, herein called the "Surco Guaranty ") dated as of April 10, 1986 wherein Mortgagor has guaranteed the payment and performance obligations of Pester Refining Company ( "PRC") on (a) a promissory note in the principal amount of $9,000,000.00 dated on or about the date hereof from PRC to Surco, (b) a promissory note in the principal amount of $5,040,000.00 dated on or about the date hereof from PRC to Surco (c) a promissory note in the principal amount of $1,300,000.00 and (d) the collateral documents concurrently or hereafter given to secure the payment of the aforesaid three notes (the obligation of PRC to pay and perform each of the foregoing, as the same may be amended, replaced or renewed from time to time, together with all the other obligations the payment and performance of which have been guaranteed by the Mortgagor to Surco pursuant to the Surco Guaranty being herein called the "Guaranteed Obligations "); and (ii) a promissory note (such note together with all amendments, replacements and renewals thereof being herein called the "Surco Note ") of even date herewith in the principal amount of $750,000 payable to the order of Surco. The unpaid principal amount outstanding from time to time on the Surco 3 Note bears interest at the lesser of 9% per annum and the Maximum Rate (defined for purposes hereof as in the Surco Note) except that all past due principal of and, to the extent permitted by law, interest upon the Surco Note bears interest at the lesser of (i) the rate per annum which shall from day to day be equal to the greater of (a) the Base Rate (defined hereinafter) plus 33, (b) 9 -1/23, and (c) the Maximum Rate, and (ii) under certain circumstances, 93 per annum. Interest on the Surco Note is due in quarterly installments as more particularly set forth therein. The unpaid principal balance of the Surco Note together with all accrued but unpaid interest are due and payable on March 31, 1996, subject in all cases to acceleration as provided therein. The term "Base Rate" as used herein means the variable rate of interest announced by Continental from time to time as its general reference rate of interest. -2- M1