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r 60QU $ 9,000,000 I 85--• 001024 PROMISSORY NOTE 198 Date of N to April 1 1991 Maturity Date For value received, the undersigned Pester Refining Company (herein referred to as "Pester Refining "), promises to pay to the order of SOUTHERN UNION REFINING COMPANY ( "SURCO ") at the office of SURCO in Hobbs, New Mexico, the principal sum of NINE MILLION DOLLARS ( =9,000,000) plus interest on the unpaid principal balance as herein set forth. Interest accruing on the aggregate unpaid principal amount of this Promissory Note from and after the date hereof shall be payable on January 16, 1985 and on the sixteenth day of each consecutive calendar month thereafter through March 16, 1991 with a final payment of all accrued and unpaid interest on April 1, 1991. Commencing on the first day of July, 1986 and on the first day of each October, January, April and July thereafter through April 1, 1991, the undersigned shall pay to SURCO equal installments of principal each in the amount of $450,000. The entire unpaid principal balance of this Promissory Note, together with all accrued interest thereon shall be due and payable on April 1, 1991. The debt evidenced by this Promissory Note shall bear interest as Indicated above at a fluctuating rate equal at all times to the lesser of: (I) one and five - eights percent (1.625x) above the rate of interest then most recently announced by Continental Illinois National Bank and Trust Company of Chicago, at Chicago, Illinois ( "Continental ") as its Prime Rate (the "Prime Rate ") or, (ii) the highest stated rate of interest (other than default rates) payable on any of the "Bank Replacement Term Notes" (as such term is defined In the Intercreditor Agreement dated as of January 1, 1985 among the maker hereof, Inland Crude Purchasing Corporation, Southern Union Refining Company, Southern Union Company, Continental, First Interstate Bank of Denver, N.A., Bankers Trust Company, Pester Corporation, Pester Marketing Company, Pester Wholesale Company, Petroleum Special, Inc., of Iowa, and P D Company of Iowa (the "Intercreditor Agreement "). with said interest rate to increase or decrease, as the case may be, automatically, without the necessity of written notice from the holder hereof, as and whenever the Prime Rate of Continental or said highest stated rate, as the case may be, increases or decreases and at the highest rate permitted by law after default; provided, that in no event shall the interest rate hereunder ever be more than that permitted from time to time by applicable law and in no event shall the interest rate be less than the Prime Rate of Continental from time to time. This Promissory Note is made and executed pursuant to the Intercreditor Agreement in order to evidence the obligations of the undersigned to SURCO under and pursuant to the Letter Agreement - Pester Crude EXHIBIT B Lj 7.1