EQUIPMENT LOAN AND SECURITY AGREEMENT

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EXHIBIT 10.14

EQUIPMENT LOAN AND SECURITY AGREEMENT

THIS EQUIPMENT LOAN AND SECURITY AGREEMENT (this "Agreement") is made as

of October 1, 2002 (the "Closing Date"), by and between GE CAPITAL FRANCHISE

FINANCE CORPORATION, a Delaware corporation ("Lender"), and SCS FINANCE II, L.P,

a Delaware limited partnership ("Borrower").

AGREEMENT:

In consideration of the mutual covenants and provisions of this Agreement,

the parties agree as follows:

1. DEFINITIONS. The following terms shall have the following meanings for

all purposes of this Agreement:

"Affiliate" means any Person which directly or indirectly controls, is

under common control with, or is controlled by any other Person. For purposes of

this definition, "controls," "under common control with" and "controlled by"

means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of such Person, whether through

ownership of voting securities or otherwise.

"Affiliated Borrower" means SCS Finance I, L.P., a Delaware limited

partnership.

"Affiliated Borrower Loan Agreements" means, collectively, the Loan

Agreement and Equipment Loan and Security Agreement, both dated as of the date

of this Agreement, between Lender and an Affiliated Borrower pursuant to which

Lender is making mortgage and equipment loans to the Affiliated Borrower, as the

same may be supplemented and amended from time to time.

"Affiliated Borrower Loan Document" or "Affiliated Borrower Loan

Documents" means, individually or collectively, as the context may require, the

Affiliated Borrower Loan Agreements, the notes, deeds of trust or mortgages,

environmental indemnity agreements, and other documents or instruments

contemplated by the Affiliated Borrower Loan Agreements, all as amended and

supplemented from time to time.

"Borrower Parties" means, collectively, Borrower and any guarantors of the

Equipment Loan now or in the future (including, in each case, any

predecessors-in-interest).

"Business Day" means any day on which Lender is open for business other

than a Saturday, Sunday or a legal holiday, ending at 5:00 P.M. Phoenix, Arizona

time.

"Change of Control" means a change in control of any of the Borrower

Parties occurring as a result of: (i) any merger or consolidation by any of the

Borrower Parties, as applicable, with or into any other entity other than

another entity controlled by Alon Israel Oil Company Ltd. or any successor in

interest thereto; or (ii) if any "Person" as defined in Section 3(a)(9) of the

Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and as

used in Section 13(d) and 14(d) thereof, including a "group" as defined in

Section 13(d) of the Exchange Act, who, subsequent to the Closing, becomes the

"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), of

securities of any of the Borrower Parties, as applicable, representing 50% or

more of the combined voting power of that Borrower Party's then outstanding

securities (other than indirectly as a result of the redemption by any of the

Borrower Parties, as applicable, of its securities) including, without

limitation, a change in control resulting from direct or indirect transfers of

voting stock or partnership, membership or other ownership interests, whether in

one or a series of transactions; provided, however, that if no Event of Default,

or events or circumstances which with the giving of notice or passage of time

will result in an Event of Default, then exists, then no Change in Control of

any of the Borrower Parties shall be deemed to have occurred if immediately

following the event that would otherwise cause that Change in Control: (i)

Lessee has an aggregate amount of partners' capital equal to or greater than the

aggregate amount of the partners' capital of Lessee, as determined in accordance

with GAAP immediately prior to that event and the Corporate Fixed Charged

Coverage Ratio (as defined in the Master Lease) of Lessee determined for the

last twelve full months occurring prior to that event is at least 1.5:1; or (ii)

the rating agency then rating the

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debt of Guarantor has confirmed that the credit rating of Guarantor is no lower

than its credit rating immediately prior to that event; and provided, further,

no event that would otherwise be deemed to be a Change in Control hereunder as a

result of any merger or consolidation of, or the transfer of the voting stock or

other voting ownership interests in, Alon Israel Oil Company Ltd. shall be

deemed to be a Change in Control under this Agreement or any other Loan

Document. For purposes of this definition, "control" means the possession,

directly or indirectly, of the power to direct or cause the direction of the

management and policies of any of the Borrower Parties, as applicable.

"Closing" means the disbursement of the Equipment Loan Amount as

contemplated by this Agreement.

"Code" means Title 11 of the United States Code, 11 U.S.C. Sec. 101 et

seq., as amended.

"Confidential Information" means, except as otherwise contemplated by

Section 13.R, any proprietary or confidential or nonpublic information relating

to Borrower and Lessee which is provided by Borrower or Lessee to Lender,

provided that such information is confidential and is identified thereon as

being confidential.

"Default Rate" has the meaning set forth in the Equipment Note.

"Equipment" means the furniture, machinery, equipment, trade fixtures,

appliances, gas pumps and canopies and other tangible personal property (but

excluding inventory) now or hereafter located on the Premises and all income

therefrom and all proceeds thereof.

"Equipment Loan" or "Equipment Loans" means, individually or collectively,

as the context may require, the equipment loan for each Premises, or the

equipment loans for more than one or all of the Premises, described in Section

2.

"Equipment Loan Amount" or "Equipment Loan Amounts" means, individually or

collectively, as the context may require, the aggregate amount set forth in

Section 2 or, with respect to each Premises, the individual amount set forth on

Exhibit A.

"Equipment Note" or "Equipment Notes" means, individually or collectively,

as the context may require, the equipment promissory note dated as of the

Closing Date executed by Borrower in favor of Lender, evidencing an Equipment

Loans with respect to a Premises or the equipment promissory notes dated as of

the date of this Agreement to be executed by Borrower in favor of Lender

evidencing the Equipment Loan with respect to all of the Premises, as the same

may be amended, restated and/or substituted from time to time. An Equipment Note

will be executed for each Premises in the Equipment Loan Amount corresponding to

such Premises as set forth on Exhibit A.

"Event of Default" has the meaning set forth in Section 9.

"Fee" means an underwriting, valuation and processing fee equal to 1% of

the amount of the Equipment Loan.

"Fee Equipment" means Borrower's interest in "Personal Property" as

defined in the Mortgage Loan Agreement.

"Fee Property" or "Fee Properties" means, as the context may require, one

or more of the "Premises" as defined in the Mortgage Loan Agreement.

"GAAP" means generally accepted accounting principles consistently applied

and in effect in the United States of America from time to time.

"Governmental Authority" means any governmental authority, agency,

department, commission, bureau, board, instrumentality, court or

quasi-governmental authority having jurisdiction or supervisory or regulatory

authority over the Equipment or any of the Borrower Parties.

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"Guarantor" means Alon USA, Inc., a Delaware corporation, and its

successors.

"Guaranty" means the unconditional guaranty of payment and performance

dated as of the date of this Agreement executed by Guarantor for the benefit of

Borrower with respect to the Master Lease.

"Lender Entities" means, collectively, Lender (including any

predecessor-in-interest to Lender) and any Affiliate of Lender (including any

Affiliate of any predecessor-in-interest to Lender).

"Lessee" means Southwest Convenience Stores, LLC, a Texas limited

liability company, and its successors and assigns.

"Lessee Parties" means, collectively, Lessee and any guarantors of the

Master Lease now or in the future (including, in each case, any

predecessors-in-interest, as applicable).

"Loan Documents" means, collectively, this Agreement, the Equipment Notes,

the UCC-1 Financing Statements, the Master Lease and all other documents,

instruments and agreements executed in connection therewith or contemplated

thereby.

"Loan Pool" means:

(i) in the context of a Securitization, any pool or group of loans that

are a part of such Securitization;

(ii) in the context of a Transfer, all loans which are sold, transferred

or assigned to the same transferee; and

(iii) in the context of a Participation, all loans as to which

participating interests are granted to the same participant.

"Master Lease" means the master lease agreement between Borrower and

Lessee, of even date herewith, pursuant to which Borrower leases to Lessee all

of the Equipment and the Fee Properties.

"Material Adverse Effect" means a material adverse effect on (i) all of

the Equipment subject to the security interest granted hereby, including without

limitation, the use of the Equipment in the operation of a Permitted Concept, or

(ii) Borrower's ability to perform its obligations under the Loan Documents.

"Mortgage Loan" means the mortgage loan from Lender to Borrower evidenced

by the Mortgage Loan Documents.

"Mortgage Loan Agreement" means that certain Loan Agreement dated as of

the date of this Agreement between Borrower and Lender with respect to the

mortgage loans to be made by Lender to Borrower and secured by a first priority

lien on each Fee Property and the Fee Equipment located thereon, as the same may

be amended and supplemented from time to time.

"Mortgage Loan Document" or "Mortgage Loan Documents" mean, individually

or collectively, as the context may require, the "Loan Document" or a "Loan

Documents" as defined in the Mortgage Loan Agreement.

"Obligations" has the meaning set forth in Section 4 hereof.

"Other Agreements" means, collectively, all agreements and instruments

between, among or by (1) any of the Borrower Parties, Affiliated Borrower,

and/or any other Affiliate of any of the Borrower Parties (including any

Affiliate of any predecessor in interest to any of the Borrower Parties), and,

or for the benefit of, (2) any of the Lender Entities, including, without

limitation, promissory notes and guaranties; provided, however, the term "Other

Agreements" shall not include the agreements and instruments defined as the Loan

Documents, Mortgage Loan

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Documents, the Affiliated Borrower Loan Documents, or any agreements or

instruments between, among or by (a) Lessee and/or any guarantor, and, or for

the benefit of (b) and of the Lender Entities.

"Participation" means one or more grants by Lender or any of the other

Lender Entities to a third party of a participating interest in notes evidencing

obligations to repay secured or unsecured loans owned by Lender or any of the

other Lender Entities or any or all servicing rights with respect thereto.

"Permitted Concept" means the operation of each Premises as a recognized,

regionally or nationally branded convenience store or convenience store brand

used by Lessee for substantially all of its stores, with facilities for the sale

of gasoline, which sells gasoline under the brand name "Fina" (or any variant

thereof or successor brand thereto) or under any other national or brand name

for gasoline having a similar or greater name recognition in the market area in

which the Premises are located or any other brand to which Lender consents, in

Lender's reasonable discretion.

"Permitted Exceptions" means (i) liens or encumbrances created by, through

or under the Lender or any Person claiming by or through Lender, (ii) liens or

encumbrances for taxes, assessments or other governmental charges either not yet

due or being contested by Borrower or Lessee in accordance with the Loan

Documents, or the Lease, (iii) inchoate materialmen's, mechanic's, workmen's,

repairmen's or other like liens arising in the ordinary course of business and

for amounts the payment of which is either not yet due or being contested by

Borrower or Lessee in good faith with due diligence by appropriate proceedings

(and for the payment of which adequate reserves have been provided or for which

performance or similar bond has been issued), if the nonpayment of such amount

does not involve any material danger of sale, forfeiture or loss of any part of

the Equipment, title thereto or any interest therein, and (iv) the Master Lease.

"Permitted Recipients" means, collectively, Lender, its respective

successors and assigns, the authorized employees, agents and representatives,

lenders, purchasers, transferees, assignees, servicers, participants, investors,

analysts, attorneys and advisors of Lender and their respective successors and

assigns, and Governmental Authorities with regulatory authority over Lender and

selected rating agencies with a need to know.

"Person" means any individual, corporation, partnership, limited liability

company, trust, unincorporated organization, Governmental Authority or any other

form of entity.

"Premises" means the parcel or parcels of real estate where the Equipment

is located, more particularly described in Exhibit A attached hereto, which are

each leased to Lessee pursuant to a Premises Lease.

"Premises Lease" or "Premises Leases" means, as the context may require,

one or more leases between Lessee, as lessee, and an owner of the fee simple

interest in one or more Premises (or, in either case, a success-in-interest) in

accordance with which Lessee has the right to operate a Permitted Concept at

such Premises.

"Related Lease" means the master lease, dated as of the date of this

Agreement, between the Affiliated Borrower, as lessor, and Lessee, as lessee, as

the same may be amended and supplemented from time to time. The Related Lease

provides for the lease of certain real property and equipment owned by the

Affiliated Borrower.

"Securitization" means one or more sales, dispositions, transfers or

assignments by Lender or any of the other Lender Entities to a special purpose

corporation, trust or other entity identified by Lender or any of the other

Lender Entities of notes evidencing obligations to repay secured or unsecured

loans owned by Lender or any of the other Lender Entities (and, to the extent

applicable, the subsequent sale, transfer or assignment of such notes to another

special purpose corporation, trust or other entity identified by Lender or any

of the other Lender Entities), and the issuance of bonds, certificates, notes or

other instruments evidencing interests in pools of such loans, whether in

connection with a permanent asset securitization or a sale of loans in

anticipation of a permanent asset securitization. Each Securitization shall be

undertaken in accordance with all requirements which may be imposed by the

investors or the rating agencies involved in each such sale, disposition,

transfer or assignment or which may be imposed by the investors or the rating

agencies involved in each such sale, disposition, transfer or assignment or

which may be imposed by applicable securities, tax or other laws or regulations.

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"Substitute Equipment" means equipment substituted for Equipment in

accordance with the requirements of Section 12 hereof.

"Substitute Premises" means one or more parcels of real property where

Substitute Equipment is located thereon (whether or not affixed to such real

property). For purposes of clarity, where two or more parcels of real property

comprise a Substitute Premises, such parcels shall be aggregated and deemed to

constitute the Substitute Premises for all purposes of this Agreement

"Terrorism Laws" means Executive Order 13224 issued by the President of

the United States of America, the Terrorism Sanctions Regulations (Title 31 Part

595 of the U.S. Code of Federal Regulations), the Terrorism List Governments

Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal

Regulations), and the Foreign Terrorist Organizations Sanctions Regulations

(Title 31 Part 597 of the U.S. Code of Federal Regulations), and all other

present and future federal, state and local laws, ordinances, regulations,

policies and any other requirements of any Governmental Authority (including,

without limitation, the United States Department of the Treasury Office of

Foreign Assets Control) addressing, relating to, or attempting to eliminate,

terrorist acts and acts of war, each as hereafter supplemented, amended or

modified from time to time, and the present and future rules, regulations and

guidance documents promulgated under any of the foregoing, or under similar

laws, ordinances, regulations, policies or requirements of other states or

localities.

"Transfer" means one or more sales, transfers or assignments by Lender or

any of the other Lender Entities to a third party of notes evidencing

obligations to repay secured or unsecured loans owned by Lender or any of the

other Lender Entities or any or all servicing rights with respect thereto.

"UCC" means, with respect to each Premises, the Uniform Commercial Code as

in effect in the state in which such Premises is located.

"UCC-1 Financing Statements" means such UCC-1 Financing Statements as

Lender shall file with respect to the transactions contemplated by this

Agreement.

2. TRANSACTION. On the terms and subject to the conditions set forth in

the Loan Documents, Lender shall make the Equipment Loans to Borrower. The

Equipment Loans will be evidenced by the Equipment Notes and secured by this

Agreement and the UCC-1 Financing Statements. Borrower shall repay, and may

prepay (subject to the terms of the Note) the outstanding principal amount of

the Equipment Loans together with interest thereon in the manner and in

accordance with the terms and conditions of the Equipment Notes and the other

Loan Documents. The aggregate Equipment Loan Amount shall be $6,448,000.00. The

Equipment Loans shall be advanced at the Closing in cash or otherwise

immediately available funds subject to any prorations and adjustments required

by this Agreement. The Equipment shall be leased to the Lessee pursuant to the

Master Lease and, at Closing, Borrower shall (A) assign the Master Lease to

Lender pursuant to the Mortgage Loan Documents and (B) grant Lender a security

interest in the Master Lease pursuant to this Agreement.

3. CLOSING CONDITIONS. The obligation of Lender to consummate the

transaction contemplated by this Agreement is subject to the fulfillment or

waiver of each of the following conditions:

A. Title. Title to the Equipment shall be vested in Borrower, free of all

liens, encumbrances, restrictions, encroachments and easements, except Permitted

Exceptions and the liens or encumbrances created by this Agreement, the Master

Lease and the UCC-1 Financing Statements. Upon Closing, Lender will obtain a

valid and perfected first priority lien upon and security interest in the

Equipment.

B. Compliance With Representations, Warranties and Covenants. No event

shall have occurred or condition shall exist which would, upon the Closing Date,

or, upon the giving of notice and/or passage of time, constitute a breach or

default hereunder or under the Loan Documents, the Mortgage Loan Documents, the

Affiliated Borrower Loan Documents or any other agreement between or among

Lender, any of the Borrower Parties or any other party to any other agreement

affecting the Premises pertaining to the subject matter hereof, and no event

shall have occurred or condition shall exist or information shall have been

disclosed by Borrower or discovered by Lender which has had or

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would be reasonably likely to have a material adverse effect on the Premises,

the Equipment, any of the Borrower Parties.

C. Proof of Insurance. Borrower shall have delivered to Lender

certificates of insurance and copies of insurance policies showing that all

insurance required by the Loan Documents and providing coverage and limits

satisfactory to Lender are in full force and effect.

D. Fee and Closing Costs. Borrower shall have paid the Fee to Lender and

shall have paid all costs of the transaction described in this Agreement,

including, without limitation, UCC search and litigation search charges, the

attorneys' fees of Borrower, reasonable attorneys' fees and expenses of Lender,

Lender's reasonable Equipment inspection costs and fees, stamp taxes, mortgage

taxes, transfer fees, and escrow, filing and recording fees (including

preparation, filing and recording fees for UCC continuation statements).

E. Evidence of Ownership and Authority. Borrower shall have provided

Lender with evidence reasonably satisfactory to Lender that the Equipment is

owned by Borrower free and clear of all liens and encumbrances, which evidence

shall include, without limitation, certified UCC financing statement searches

and, to the extent the Equipment Loan is purchase money financing, invoices

and/or bills of sale from the vendors of the Equipment. Borrower shall have

provided Lender with evidence reasonably satisfactory to Lender that the Closing

Documents have been duly authorized, executed and delivered on behalf of the

Borrower Parties.

F. Closing Documents. At or prior to the Closing Date, Lender and/or

Borrower, as may be appropriate, shall have executed and delivered or shall have

caused to be executed and delivered to Lender, or as Lender may otherwise

direct, the Loan Documents and such other documents, payments, instruments and

certificates, as Lender may require in form acceptable to Lender.

G. Other Closings. The Mortgage Loan and those loans contemplated by the

Affiliated Borrower Loan Documents shall have closed simultaneously with the

closing of the Equipment Loans.

H. Inspection of Equipment. Lender shall have inspected and approved the

Equipment.

I. Master Lease. Borrower and Lessee shall have executed and delivered the

Master Lease and a memorandum of master lease in recordable form for each of the

Fee Properties and the Equipment located on the Premises (the "Memoranda"). The

Master Lease and the Memoranda shall be in form and substance satisfactory to

Lender. Lessee shall have delivered to Borrower an executed Guaranty with

respect to the Master Lease.

J. Leases; Landlord's Agreements. Borrower shall have delivered to Lender

copies of each of the Premises Leases in effect for a Premises, which Premises

Leases shall be in a form and substance acceptable to Lender. Each landlord

under a Premises Lease shall have executed and delivered an executed Landlord's

Agreement regarding Equipment, in a form approved by Lender, evidencing that the

Equipment is not subject to any Landlord's Lien, superior to the lien of this

Agreement, pursuant to such Premises Lease.

Upon fulfillment or waiver of all of the above conditions, this

transaction shall close in accordance with the terms and conditions of this

Agreement.

4. SECURITY INTEREST CREATED; OBLIGATIONS SECURED. A. To secure the

payment of the Obligations (as defined below), Borrower hereby grants to Lender

a security interest in the Equipment and the Master Lease.

B. This Agreement secures the following indebtedness and obligations (the

"Obligations"): (1) payment of indebtedness evidenced by the Equipment Notes,

together with all extensions, renewals, amendments and modifications thereof;

and (2) payment of all other indebtedness and other sums, including interest at

the applicable rate, which may be owed under, and performance of all other

obligations and covenants contained in, any other Loan Document, Mortgage Loan

Document, Affiliated Borrower Loan Document or any Other Agreement, together

with any other instrument given to evidence or further secure the payment and

performance of any obligation secured hereby or thereby.

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C. Borrower authorizes Lender to file financing statements with respect to

the security interest of Lender, continuation statements with respect thereto,

and any amendments to such financing statements which may be necessitated by

reason of any of the changes described in Section 6.C. Borrower agrees that,

notwithstanding any provision in the UCC to the contrary, Borrower shall not

file a termination statement of any financing statement filed by Lender in

connection with any security interest granted under this Agreement if Lender

reasonably objects to the filing of such termination statement.

D. Lender at all times shall have a perfected security interest in the

Equipment that shall be prior to any other interests therein. Borrower shall do

all acts and things, shall execute and file all instruments (including security

agreements, UCC financing statements, continuation statements, etc.) reasonably

requested by Lender to establish, maintain and continue the perfected security

interest of Lender in the Equipment, and shall promptly on demand pay all costs

and expenses of (1) filing and recording, including the costs of any searches

deemed necessary by Lender from time to time to establish and determine the

validity and the continuing priority of the security interest of Lender, and (2)

all other claims and charges that in the reasonable opinion of Lender might

prejudice, imperil or otherwise affect the Equipment or security interest

therein of Lender if not promptly paid. Borrower agrees that a carbon,

photographic or other reproduction of a security agreement or financing

statement shall be sufficient as a financing statement. Lender is hereby

irrevocably appointed Borrower's attorney-in-fact to take any of the foregoing

actions requested of Borrower by Lender if Borrower should fail to take such

actions, which appointment shall be deemed coupled with an interest.

5. REPRESENTATIONS AND WARRANTIES OF BORROWER. The representations and

warranties of Borrower contained in this Section are being made by Borrower as

of the Closing Date to induce Lender to enter into this Agreement and consummate

the transactions contemplated herein and shall survive the Closing. Borrower

represents and warrants to Lender as follows:

A. Financial Information. Borrower has delivered to Lender certain

financial statements and other information concerning the Borrower Parties in

connection with the transaction described in this Agreement (collectively, the

"Financial Information"). The Financial Information is true, correct and

complete in all material respects; there have been no amendments to the

Financial Information since the date such Financial Information was prepared or

delivered to Lender. Borrower understands that Lender is relying upon the

Financial Information and Borrower represents that such reliance is reasonable.

All financial statements included in the Financial Information were prepared in

accordance with GAAP and fairly present as of the date of such financial

statements the financial condition of each individual or entity to which they

pertain. No change has occurred with respect to the financial condition of any

of the Borrower Parties and/or the Equipment as reflected in the Financial

Information which has not been disclosed in writing to Lender or has had that

could reasonably be expected to result in, a Material Adverse Effect.

B. Organization and Authority. Each of the Borrower Parties (other than

individuals), as applicable, is duly organized or formed, validly existing and

in good standing under the laws of its state of incorporation or formation,

Borrower is qualified as a foreign corporation, partnership or limited liability

company, as applicable, to do business in the state(s) where the Equipment is

located, and each of the Borrower Parties is qualified as a foreign corporation,

partnership or limited liability company, as applicable, to do business in any

other jurisdiction where the failure to be qualified could reasonably be

expected to result in a Material Adverse Effect. All necessary action has been

taken to authorize the execution, delivery and performance by the Borrower

Parties of this Agreement and the other Loan Documents. The person(s) who have

executed this Agreement on behalf of Borrower are duly authorized so to do.

Borrower is not a "foreign corporation," "foreign partnership," "foreign trust,"

"foreign estate" or "foreign person" (as those terms are defined by the Internal

Revenue Code of 1986, as amended). Borrower's U.S. Federal Tax Identification

number, Organization Identification number and principal place of business are

correctly set forth on the signature page of this Agreement. None of the

Borrower Parties or Lessee, and no individual or entity owning directly or

indirectly any interest in any of the Borrower Parties, is an individual or

entity whose property or interests are subject to being "blocked" under any of

the Terrorism Laws or who is otherwise in violation of any of the Terrorism

Laws.

C. Enforceability of Documents. Upon execution by the Borrower Parties,

this Agreement and the other Loan Documents to which Borrower is a party shall

constitute the legal, valid and binding obligations of the

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Borrower, enforceable against the Borrower in accordance with their respective

terms, except as such enforceability may be limited by applicable bankruptcy,

insolvency, liquidation, fraudulent conveyance, fraudulent transfer,

reorganization and other laws affecting the rights of creditors generally and

general principles of equity.

D. Litigation. There are no suits, actions, proceedings or investigations

pending, or to its actual knowledge, threatened against or involving the

Borrower Parties, the Equipment or the Premises before any arbitrator or

Governmental Authority, except for such suits, actions, proceedings or

investigations which, individually or in the aggregate, have not had, and could

not reasonably be expected to result in, a Material Adverse Effect.

E. Absence of Breaches or Defaults; Compliance with Laws. The Borrower

Parties are not, and the authorization, execution, delivery and performance of

this Agreement and the other Loan Documents will not result, in any breach or

default under any other document, instrument or agreement to which any of the

Borrower Parties is a party or by which any of the Borrower Parties, the

Premises, the Equipment or any of the property of any of the Borrower Parties is

subject or bound, except for such breaches or defaults which, individually or in

the aggregate, have not had, and could not reasonably be expected to result in,

a Material Adverse Effect. The authorization, execution, delivery and

performance of this Agreement and the other Loan Documents by the Borrower

Parties will not violate any applicable law, statute, regulation, rule,

ordinance, code, rule or order. The Equipment is not subject to any right of

first refusal, right of first offer or option to purchase or lease granted to a

third party other than the Lease. The Equipment is in compliance with all

applicable statutes, regulations, rules, ordinances, codes, licenses, permits,

orders and approvals of each Governmental Authority having jurisdiction over the

Equipment, and all policies or rules of common law, in each case, as amended,

and any judicial or administrative interpretation thereof, including any

judicial order, consent, decree or judgment applicable to any of the Borrower

Parties, except for such noncompliance which has not had, and could not

reasonably be expected to result in, a Material Adverse Effect.

F. Licenses and Permits. All required licenses and permits, both

governmental and private, to use and operate the Equipment and to use and

operate the Premises as a Permitted Concept are in full force and effect, except

for such licenses and permits the failure of which to obtain has not had, and

could not reasonably be expected to result in, a Material Adverse Effect.

G. Condition of Equipment. The Equipment is in good condition and repair

and well maintained, ordinary wear and tear excepted, and is fully operational.

H. Title to Equipment; First Priority Lien. Borrower owns the Equipment,

free and clear of all liens, encumbrances, charges and security interests of any

nature whatsoever except Permitted Exceptions. Upon Closing (i) Borrower shall

lease the Equipment to Lessee pursuant to the Master Lease, and (ii) Lender

shall have a first priority lien upon and security interest in the Equipment

pursuant to this Agreement and the UCC-1 Financing Statements.

I. Nonconsolidation. (1) Borrower maintains correct and complete books and

records of account separate from all other Persons. Where necessary or

appropriate, Borrower has disclosed the nature of the transaction contemplated

by the Loan Documents and Borrower's independent status to its creditors. The

Equipment, the Fee Properties, the Fee Equipment and related property represent

all of the assets owned or leased by Borrower as of the date hereof, and

Borrower has not commingled its assets and its liabilities with those of any

other Person.

(2) Borrower maintains its own checking account or accounts with

commercial banking institutions separate from other Persons.

(3) To the extent that Borrower shares the same employees with other

Persons, the salaries of and the expenses related to providing benefits to such

employees have been fairly and nonarbitrarily allocated among such Persons, with

the result that each such Person bears its fair share of the salary and benefit

costs associated with all such common employees.

SCS Finance II

Equipment Loan

8

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(4) To the extent that Borrower jointly contracts with other Persons to do

business with vendors or service providers or to share overhead expenses, the

costs incurred in so doing are, and at all times shall be, fairly and

nonarbitrarily allocated among such Persons, with the result that each such

Person bears its fair share of such costs. To the extent that Borrower contracts

or does business with vendors or service providers where the goods or services

provided are or shall be partially for the benefit of other Persons, the costs

incurred in so doing are fairly and nonarbitrarily allocated to or among such

Persons for whose benefit the goods or services are provided, with the result

that each such Person bears its fair share of such costs.

(5) To the extent that Borrower or other Persons have offices in the same

location, there is a fair, appropriate and nonarbitrary allocation of overhead

among them, with the result that each such Person bears its fair share of such

expenses.

(6) Borrower has not incurred any indebtedness, secured or unsecured,

direct or indirect, absolute or contingent, including, without limitation,

liability for the debts of any other Person (and Borrower has not held itself

out as being liable for the debts of any other Person), other than the Equipment

Loans, Mortgage Loan, trade and operational debt incurred in the ordinary course

of business with trade creditors and in amounts as are normal and reasonable

under the circumstances. Borrower is not a guarantor of any obligation.

(7) Borrower is not presently a party to a pledge of its assets for the

benefit of other Persons. Borrower has not made any loans or advances to any

third party (including any Affiliate or constituent party of Borrower).

(8) Borrower has conducted its affairs strictly in accordance with its

organizational documents including Borrower's corporate managing member's

organizational documents and has observed all necessary, appropriate and

customary formalities.

(9) Borrower does not hold itself out to the public or to any of its

individual creditors as being a unified entity with assets and liabilities in

common with any other Person.

(10) Borrower (a) is solvent, (b) is able to pay its obligations as they

become due and (c) is not and shall not be engaged in any business or

transaction for which its remaining capital is or may be unreasonably small.

(11) Borrower has no actual intent to hinder, delay or defraud creditors

in connection with any of the transactions contemplated herein or intent to

incur (or belief that it is incurring) debts beyond its ability to pay the same

as they mature.

(12) Borrower has not, as to itself or as to other Persons, (a) commenced

any case, proceeding or other action under any applicable law of any

jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,

reorganization or relief of debtors, seeking to have an order for relief entered

with respect to Borrower or other Persons or seeking reorganization,

arrangement, adjustment, winding-up, liquidation, dissolution, composition or

other relief with respect to Borrower or its debts or other Persons or their

debts or (b) sought appointment of a receiver, trustee, custodian or other

similar official for Borrower or for all or any substantial part of its or other

Person's assets or made a general assignment for the benefit of Borrower's

creditors.

6. COVENANTS. Borrower covenants to Lender from and after the Closing Date

and until all of the Obligations are satisfied in full, as follows:

A. Payment of the Equipment Notes. Borrower shall punctually pay, or cause

to be paid, the principal, interest and all other sums to become due with

respect to the Equipment Notes and the other Loan Documents in accordance with

the Equipment Notes and the other Loan Documents.

B. Title. Borrower shall own the Equipment (whether acquired prior to or

after the date hereof), free and clear of all liens, encumbrances, charges and

other exceptions to title except those in favor of Lender and Lessee's rights

SCS Finance II

Equipment Loan

9

<PAGE>

pursuant to the Master Lease and other Permitted Exceptions. Lender shall have a

valid first lien upon and security interest in the Equipment pursuant to this

Agreement and the UCC-1 Financing Statements.

C. Organization and Status; Preservation of Existence. Each of the

Borrower Parties (other than individuals), as applicable, shall be validly

existing and in good standing under the laws of its state of incorporation or

formation and qualified as a foreign corporation, partnership or limited

liability company to do business in the state(s) where the Equipment is located

and any other jurisdiction where the failure to be qualified could reasonably be

expected to result in a Material Adverse Effect. Borrower shall preserve its

current form of organization and shall not change its legal name, its state of

formation, nor, in one transaction or a series of related transactions, merge

with or into, or consolidate with, any other entity without providing, in each

case, Lender with 30 days' prior written notice and obtaining Lender's prior

written consent (to the extent such consent is required under Section 7 of this

Agreement).

D. Licenses and Permits; Compliance With Laws. All required licenses and

permits, both governmental and private, to use and operate the Equipment and to

use and operate the Premises as a Permitted Concept shall be maintained in full

force and effect.

E. Financial Statements. Within 45 days after the end of the first three

fiscal quarters and within 120 days after the end of each fiscal year of

Borrower, Borrower shall deliver to Lender (a) complete financial statements of

the Borrower Parties including a balance sheet, profit and loss statement,

statement of cash flows and all other related schedules for the fiscal period

then ended; (b) income statements for the business at each of the Premises; and

(c) such other financial information as Lender may reasonably request in order

to establish compliance with the financial covenants in the Loan Documents. All

such financial statements and information shall be prepared in accordance with

GAAP from period to period, and shall be certified to be accurate and complete

by Borrower (or the Treasurer or other appropriate officer of Borrower).

Borrower understands that Lender is relying upon such financial statements and

Borrower represents that such reliance is reasonable. The financial statements

delivered to Lender need not be audited, but Borrower shall deliver to Lender

copies of any audited financial statements of Borrower which may be prepared, as

soon as they are available. Borrower shall also cause to be delivered to Lender

copies of any financial statements required to be delivered to Borrower by

Lessee pursuant to the Master Lease.

F. Inspections. Borrower shall, during normal business hours on two

Business Days' prior telephonic notice (or at any time in the event of an

emergency or if an Event of Default has occurred and is continuing), (1) provide

Lender and Lender's officers, employees, agents and advisors with access to the

Equipment and all files, correspondence and documents relating to the Equipment

(including, without limitation, any of the foregoing information stored in any

computer files), and (2) allow such persons to make such inspections, tests,

copies, and verifications as Lender reasonably requests.

G. Removal of Equipment. Except for purposes of replacement with like

property of equal or greater value and repair or refurbishment in the ordinary

course of business, Borrower shall not remove or allow to be removed from the

Premises the Equipment, or any part thereof, without the prior written consent

of Lender other than de minimus amounts of equipment not required or necessary

to the conduct of the business of Lessee at the Premises. Borrower shall

promptly give written notice to Lender of any substantial change in the

character of the business conducted on the Premises and of the cessation of all

or any part thereof and of any loss or damage by fire or other casualty to any

substantial part of the Equipment.

H. No Additional Encumbrances. Borrower shall remain the owner of the

Equipment (whether acquired prior to or after the date hereof) free from any

lien security interest or encumbrance except those in favor of Lender and those

arising under the Master Lease, and Borrower shall