LOAN AGREEMENT

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EXHIBIT 10.13

LOAN AGREEMENT

THIS LOAN 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:

"ADA" means the Americans with Disabilities Act of 1990, as such act may

be amended from time to time.

"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 the 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.

"Applicable Regulations" means all applicable statutes, regulations,

rules, ordinances, codes, licenses, permits, orders and approvals of each

Governmental Authority having jurisdiction over the Premises, including, without

limitation, all health, building, fire, safety and other codes, ordinances and

requirements, all applicable standards of the National Board of Fire

Underwriters and the ADA and rules of common law, in each case, and any judicial

or administrative interpretation thereof, including any judicial order, consent,

decree or judgment applicable to any of the Borrower Parties or any of the

Lessee Parties, each as in effect on the date of determination.

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

Loans now or in the future (including, in each case, any

predecessors-in-interest), as applicable.

"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

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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 (except for an environmental

default being cured in accordance with Section 9(3)), 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 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 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 Loan Amounts by Title Company 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 12.S, 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 Notes.

"Environmental Compliance Activities" means any action to comply with any

Environmental Laws or with any permits issued pursuant thereto, any inspection,

investigation, study, monitoring, assessment, audit, sampling and testing,

laboratory or other analysis or any evaluation relating to Hazardous Materials.

"Environmental Condition" means any condition with respect to soil,

surface waters, groundwaters, land, stream sediments, surface or subsurface

strata, ambient air and any environmental medium comprising or surrounding any

of the Premises, which would reasonably be expected to or does result in any

damage, loss, cost, expense, claim, demand, order or liability to or against any

of the Borrower Parties, Lessee Parties or Lender by any third party (including,

without limitation, any Governmental Authority), including, without limitation,

any condition resulting from the operation of business at any of the Premises

and/or the operation of the business of any other property owner or operator in

the vicinity of the Premises and/or any activity or operation formerly conducted

by any person or entity on or off any of the Premises.

"Environmental Indemnity Agreement" means the environmental indemnity

agreement dated as of the date of this Agreement executed by Borrower for the

benefit of the Indemnified Parties and such other parties as are identified in

such agreement with respect to the Premises, as the same may be amended or

supplemented from time to time.

"Environmental Insurer" means American International Specialty Lines

Insurance Company, or such other environmental insurance company as Lender may

select, and its successors and assigns.

"Environmental Laws" means any applicable federal, state and local laws,

statutes, ordinances, rules, regulations, orders, injunctions and decrees of

Governmental Authorities and common law, relating to Hazardous Materials or USTs

and/or the protection of human health or the environment by reason of a Release

or a Threatened Release of Hazardous Materials or USTs or relating to liability

for or costs of Remediation, Environmental Compliance Activities, or prevention

of Releases. "Environmental Laws" includes, but is not limited to, the following

statutes, as amended, any successor thereto, and any regulations, rulings,

orders or decrees promulgated

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pursuant thereto, and any state or local statutes, ordinances, rules,

regulations, orders, injunctions and decrees of Governmental Authorities: the

Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.

Sections 9601 et seq.; the Emergency Planning and Community Right-to-Know Act,

42 U.S.C. Section 11001 et seq.; the Hazardous Materials Transportation Act, 49

U.S.C. Section 5101 et seq.; the Resource Conservation and Recovery Act

(including but not limited to Subtitle I relating to USTs), 42 U.S.C. Sections

6901 et seq.; the Clean Water Act, 33 U.S.C. Sections 1251 et seq.; the Clean

Air Act, 42 U.S.C. Sections 7401 et seq.; the Toxic Substances Control Act, 15

U.S.C. Section 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. Sections

7401 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et

seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections

136 et seq.; the Endangered Species Act, 16 U.S.C. Sections 1531 et seq. and the

National Environmental Policy Act, 42 U.S.C. Section 4321 et seq. "Environmental

Laws" also includes, but is not limited to, any applicable federal, state and

local laws, statutes, ordinances, rules, regulations, orders, injunctions and

decrees of Governmental Authorities and common law: conditioning transfer of

property upon a negative declaration or other approval of a Governmental

Authority of the environmental condition of the property; requiring notification

or disclosure of Releases or other environmental condition of any of the

Premises to any Governmental Authority or other person or entity, whether or not

in connection with transfer of title to or interest in property; imposing

conditions or requirements relating to Hazardous Materials or USTs in connection

with permits or other authorizations required by Governmental Authorities;

relating to the handling and disposal of Hazardous Materials; relating to

nuisance, trespass or other causes of action related to Hazardous Materials; and

relating to wrongful death, personal injury, or property or other damage in

connection with the physical condition or use of any of the Premises by reason

of the presence of Hazardous Materials or USTs in, on, under or above any of the

Premises.

"Environmental Lien" has the meaning set forth in Section 5.K(9).

"Environmental Policies" means the environmental insurance policies issued

by Environmental Insurer to Lender with respect to the Premises, which

Environmental Policies shall be in form and substance satisfactory to Lender in

its sole discretion.

"Equipment" has the meaning given to such term in the Equipment Loan

Agreement.

"Equipment Loan Agreement" means that certain Equipment Loan and Security

Agreement dated as of the date of this Agreement between Lender and Borrower, as

the same may be amended or supplemented from time to time.

"Equipment Loan Document" or "Equipment Loan Documents" means,

individually or collectively, as the context may require, the Equipment Loan

Agreement, the Equipment Notes and other documents or instruments contemplated

by the Equipment Loan Agreement, all as amended or supplemented from time to

time.

"Equipment Note" and "Equipment Notes" have the meaning set forth in the

Equipment Loan Agreement.

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

"FCCR Amount" has the meaning set forth in Section 9.A(7).

"Fee" means an underwriting, valuation, processing and commitment fee

equal to 1% of the sum of the Loan Amounts for all of the Premises.

"Fixed Charge Coverage Ratio" has the meaning set forth in Section 6.J.

"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 any of the Premises or any of the Borrower Parties.

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"Guaranty" means the unconditional guaranty of payment and performance

dated as of the date of this Agreement executed by Alon USA, Inc., a Delaware

corporation, for the benefit of Borrower with respect to the Lease.

"Hazardous Materials" means (a) any toxic substance or hazardous waste,

substance, solid waste or related material, or any pollutant or contaminant; (b)

radon gas, asbestos in any form which is or could become friable, urea

formaldehyde foam insulation, transformers or other equipment containing

dielectric fluid having levels of polychlorinated biphenyls in excess of

applicable standards established by any Governmental Authority, or any petroleum

product or additive; (c) any substance, gas, material or chemical which is now

or hereafter defined as or included in the definition of "hazardous substances,"

"toxic substances," "hazardous materials," "hazardous wastes," "regulated

substances" or words of similar import under any Environmental Laws, including,

without limitation, "petroleum" and "petroleum-based substances" or any similar

terms described or defined in any Environmental Laws and any applicable federal,

state, county or local laws applicable to or regulating USTs; and (d) any other

chemical, material, gas or substance the exposure to or release of which is

prohibited, limited or regulated by any Governmental Authority that asserts or

may assert jurisdiction over any of the Premises or the operations or activity

at any of the Premises, or any chemical, material, gas or substance that does or

is reasonably likely to pose a hazard to the health and/or safety of the

occupants of any of the Premises or the owners and/or occupants of property

adjacent to or surrounding any of the Premises.

"Indemnified Parties" means Lender, Environmental Insurer, the trustees

under the Mortgages, if applicable, and any person or entity who is or has been

involved in the origination of the Loans, any person or entity who is or has

been involved in the servicing of the Loans, any person or entity in whose name

the encumbrance created by any of the Mortgages is or has been recorded, persons

and entities who may hold or acquire or will have held a full or partial

interest in the Loans (including, but not limited to, investors in any

Securitization, Participation or Transfer, as well as custodians, trustees and

other fiduciaries who hold or have held a full or partial interest in any of the

Loans for the benefits of third parties), as well as the respective directors,

officers, shareholders, partners, members, employees, lenders, agents, servants,

representatives, contractors, subcontractors, affiliates, subsidiaries,

participants, and successors and assigns of any and all of the foregoing

(including, but not limited to, any other person or entity who holds or acquires

or will have held a participation or other full or partial interest in any of

the Loans or any of the Premises, whether during the term of the Loans or as a

part of or following a foreclosure of any of the Loans and including, but not

limited to, any successors by merger, consolidation or acquisition of all or a

substantial portion of Lender's assets and business).

"Indemnity Agreements" means all indemnity agreements executed for the

benefit of any of the Borrower Parties, Lessee Parties or any prior owner,

lessee or occupant of the Premises in connection with Hazardous Materials or

USTs, including, without limitation, the right to receive payments under such

indemnity agreements.

"Lease" means the master lease between Borrower, as lessor, and Lessee, as

lessee, with respect to the Premises, together with all amendments,

modifications and supplements thereto.

"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, LP, a Texas limited

partnership, and its successors.

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

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

predecessors-in-interest to Lessee).

"Loan" or "Loans" means, as the context may require, the loan for each

Premises, or the loans for all of the Premises, described in Section 2.

"Loan Amount" or "Loan Amounts" means, as the context may require, the

aggregate amount set forth in Section 2 or, with respect to each Premises, the

individual amount set forth in Exhibit A.

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"Loan Document" or "Loan Documents" means, individually or collectively,

as the context may require this Agreement, the Notes, the Mortgages, the

Environmental Indemnity Agreement, the UCC-1 Financing Statements, and all other

documents, instruments and agreements executed in connection therewith or

contemplated thereby, as the same may be supplemented or amended from time to

time.

"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.

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

the Premises, including, without limitation, the operation of any of the

Premises as a Permitted Concept, or (ii) Borrower's ability to perform its

obligations under the Loan Documents.

"Mortgage" or "Mortgages" means, as the context may require, the deed of

trust or mortgage dated as of the date of this Agreement executed by Borrower

for the benefit of Lender with respect to a Premises or the deeds of trust or

mortgages dated as of the date of this Agreement executed by Borrower for the

benefit of Lender with respect to all of the Premises, as the same may be

amended, modified, restated and/or supplemented from time to time, and any and

all replacements or substitutions thereof. A Mortgage has been executed for each

Premises.

"Note" or "Notes" means, as the context may require, the promissory note

dated as of the date of this Agreement executed by Borrower in favor of Lender

evidencing a Loan with respect to a Premises or the promissory notes dated as of

the date of this Agreement executed by Borrower in favor of Lender evidencing

the Loans with respect to all of the Premises, as the same may be amended,

restated and/or substituted from time to time, including, without limitation, as

a result of the payment of the FCCR Amount pursuant to Section 9. A Note has

been executed for each Premises in the Loan Amount corresponding to such

Premises.

"Obligations" has the meaning set forth in the Mortgages.

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

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

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, Equipment Loan 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) any 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 Amounts" means, with respect to any given level of Hazardous

Materials, that level or quantity of Hazardous Materials in any form or

combination of forms the presence, use, storage, release or handling of which

does not constitute a violation of any Environmental Laws and is customarily

employed in the ordinary course of, or associated with, similar businesses

located in the states in which the Premises are located.

"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

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recognition in the market area in which the Premises are located or any other

brand to which Lender consents, in Lender's reasonable discretion (except with

respect to the Premises identified as Store No. 716 located at 1800 Lomas

Boulevard NE, Albuquerque, New Mexico for which "Permitted Concept" shall not

include the sale of gasoline).

"Permitted Exceptions" means (i) those recorded easements, restrictions,

liens and encumbrances set forth as exceptions in the title insurance policies

issued by Title Company to Lender with respect to the Premises and approved by

Lender in its sole discretion in connection with the closing of the Loans, (ii)

liens or encumbrances created by, through or under the Lender or any Person

claiming by or through Lender, (iii) 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, (iv)

the Master Lease, and (v) inchoate materialman'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 either is not yet due or is being contested by

Borrower or Lessee as may be permitted by the Loan Documents, provided that the

nonpayment of such amount does not involve any material danger of sale, for

forfeiture or loss of any part of the Premises, title thereto or any interest

therein.

"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.

"Personal Property" has the meaning set forth in the Mortgages.

"Premises" means the parcel or parcels of real estate corresponding to the

FFC File Numbers and addresses identified on Exhibit A attached hereto, together

with all rights, privileges and appurtenances associated therewith and all

buildings, fixtures and other improvements now or hereafter located thereon

(whether or not affixed to such real estate) and the Personal Property located

thereon or related thereto. As used herein, the term "Premises" shall refer to

either a singular property or all of the properties collectively, as the context

may require.

"Questionnaires" means the environmental questionnaires completed on

behalf of the Borrower Parties with respect to the Premises and submitted to

Environmental Insurer in connection with the issuance of the Environmental

Policies.

"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

amended or supplemented from time to time.

"Release" means any presence, release, deposit, discharge, emission,

leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying,

escaping, dumping, disposing or other movement of Hazardous Materials in

violation of Environmental Laws or which may result in a Material Adverse

Effect.

"Remediation" means any response, remedial, removal, or corrective action,

any activity to clean up, detoxify, decontaminate, contain or otherwise

remediate any Hazardous Materials or USTs required by any Environmental Law or

any Governmental Authority, any actions to cure or mitigate any Release, any

action to comply with any Environmental Laws or with any permits issued pursuant

thereto, and any inspection, investigation, study, monitoring, assessment,

audit, sampling and testing, laboratory or other analysis, or any evaluation

relating to any Release of Hazardous Materials or a Release of any USTs.

"Restoration" has the meaning set forth in the Mortgages.

"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

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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 applicable securities, tax or other laws or regulations.

"Substitute Documents" has the meaning set forth in Section 11.

"Substitute Premises" means one or more parcels of real estate substituted

for a Premises in accordance with the requirements of Section 11, together with

all rights, privileges and appurtenances associated therewith and all buildings,

fixtures and other improvements, equipment, trade fixtures, appliances and other

personal property located thereon (whether or not affixed to such real estate).

For purposes of clarity, where two or more parcels of real estate comprise a

Substitute Premises, such parcels or interests 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.

"Threatened Release" means a substantial likelihood of a Release which

requires action to prevent or mitigate damage to the soil, surface waters,

groundwaters, land, stream sediments, surface or subsurface strata, ambient air

or any other environmental medium comprising or surrounding any of the Premises

which may result from such Release.

"Title Company" means LandAmerica Financial Services/Lawyers Title

Insurance Corporation (Phoenix National Division).

"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.

"USTs" means any one or combination of below or above ground tanks and

associated piping systems used in connection with the storage, dispensing and

general use of petroleum and petroleum-based substances.

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

the Loan Documents, Lender shall make the Loans. The Loans will be evidenced by

the Notes and secured by the Mortgages. Borrower shall repay, and may prepay

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

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

terms and conditions of the Notes and the other Loan Documents. The aggregate

Loan Amount shall be $8,700,000, allocated among the Premises as set forth on

the attached Exhibit A. The Loans shall be advanced at the Closing in cash or

otherwise immediately available funds

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subject to any prorations and adjustments required by this Agreement. The

Premises shall be leased to the Lessee pursuant to the Lease and, at Closing,

Borrower shall assign the Lease to Lender pursuant to the Mortgages.

3. ESCROW AGENT. Borrower and Lender hereby employ Title Company to act as

escrow agent in connection with the transactions described in this Agreement and

the Equipment Loan Agreement. Borrower and Lender will deliver to Title Company

all documents, pay to Title Company all sums and do or cause to be done all

other things necessary or required by this Agreement and the Equipment Loan

Agreement, in the reasonable judgment of Title Company, to enable Title Company

to comply herewith and to enable any title insurance policy provided for herein

to be issued. Title Company shall not cause the transaction to close unless and

until it has received written instructions from Lender and Borrower to do so.

Title Company is authorized to pay, from any funds held by it for Lender's or

Borrower's respective credit all amounts necessary to procure the delivery of

such documents and to pay, on behalf of Lender and Borrower, all charges and

obligations payable by them, respectively. Borrower will pay all charges payable

by it to Title Company. Title Company is authorized, in the event any

conflicting demand is made upon it concerning these instructions or the escrow,

at its election, to hold any documents and/or funds deposited hereunder until an

action shall be brought in a court of competent jurisdiction to determine the

rights of Borrower and Lender or to interplead such documents and/or funds in an

action brought in any such court. Deposit by Title Company of such documents and

funds, after deducting therefrom its charges and its expenses and attorneys'

fees incurred in connection with any such court action, shall relieve Title

Company of all further liability and responsibility for such documents and

funds. Title Company's receipt of this Agreement and opening of an escrow

pursuant to this Agreement shall be deemed to constitute conclusive evidence of

Title Company's agreement to be bound by the terms and conditions of this

Agreement pertaining to Title Company. Disbursement of any funds shall be made

by check, certified check or wire transfer, as directed by Borrower and Lender.

Title Company shall be under no obligation to disburse any funds represented by

check or draft, and no check or draft shall be payment to Title Company in

compliance with any of the requirements hereof, until it is advised by the bank

in which such check or draft is deposited that such check or draft has been

honored. Title Company is authorized to act upon any statement furnished by the

holder or payee, or a collection agent for the holder or payee, of any lien on

or charge or assessment in connection with the Premises, concerning the amount

of such charge or assessment or the amount secured by such lien, without

liability or responsibility for the accuracy of such statement. The employment

of Title Company as escrow agent shall not affect any rights of subrogation

under the terms of any title insurance policy issued pursuant to the provisions

thereof.

4. 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 Insurance Commitments. Lender shall have received for each of the

Premises a preliminary title report and irrevocable commitment to insure title

in the amount of the Loan relating to such Premises, by means of a mortgagee's,

ALTA extended coverage policy of title insurance (or its equivalent in the

jurisdiction in which the Premises are located), in the event such form is not

issued in the jurisdiction where the Premises is located) issued by Title

Company showing Borrower vested with good and marketable fee title in the real

property comprising such Premises, committing to insure Lender's first priority

lien upon and security interest in such real property subject only to Permitted

Exceptions, and containing such endorsements as Lender may require.

B. Survey. Lender shall have received a current TLTA or ALTA equivalent

survey of each of the Premises located in Texas and a current ALTA survey of

each of the Premises located in New Mexico, the form and substance of which

shall be satisfactory to Lender in its reasonable discretion. Lender shall have

obtained a flood certificate indicating that the location of each of the

Premises is not within the 100-year flood plain or identified as a special flood

hazard area as defined by the Federal Emergency Management Agency, or if any

Premises is in such a flood plain or special flood hazard area, Borrower shall

have provided Lender with evidence of flood insurance maintained on such

Premises in amounts and on terms and conditions reasonably satisfactory to

Lender.

C. Environmental. Lender shall have completed such environmental due

diligence of each of the Premises as it deems necessary or advisable in its sole

discretion, including, without limitation, receiving an Environmental Policy

with respect to each of the Premises, and Lender shall have approved the

environmental condition of each of the Premises in its sole discretion.

SCS Finance II, L.P.

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D. Compliance With Representations, Warranties and Covenants. All of the

representations and warranties set forth in Section 5 shall be true, correct and

complete as of the Closing Date, and Borrower shall be in compliance with each

of the covenants set forth in Section 6 as of the Closing Date. 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 would be reasonably likely

to have a material adverse effect on the Premises, any of the Borrower Parties

or Lessee Parties.

E. 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 (not including the Environmental

insurance to be acquired by Lender) and providing coverage and limits

satisfactory to Lender are in full force and effect.

F. Legal Opinions. Borrower shall have delivered to Lender such legal

opinions as Lender may reasonably require all in form and substance reasonably

satisfactory to Lender and its counsel.

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

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

including, without limitation, the cost of title insurance premiums and all

endorsements required by Lender, as specified in Section 4.A above, survey

charges, UCC and litigation search charges, the attorneys' fees of Borrower,

reasonable attorneys' fees and expenses of Lender, the cost of the environmental

due diligence undertaken pursuant to Section 4.C, including, without limitation,

the cost of the Environmental Policies, Lender's reasonable site inspection

costs and fees, stamp taxes, mortgage taxes, transfer fees, escrow, filing and

recording fees and UCC filing and recording fees (including preparation, filing

and recording fees for UCC continuation statements). Borrower shall have also

paid all real and personal property and other applicable taxes and assessments

and other charges relating to the Premises which are due and payable on or prior

to the Closing Date as well as taxes and assessments due and payable subsequent

to the Closing Date but which Title Company requires to be paid at Closing as a

condition to the issuance of the title insurance policy described in Section

4.A.

H. Other Closings. All of the transactions described in the Equipment Loan

Agreement and the Affiliated Borrower Loan Agreements shall have closed prior to

or concurrently with the Closing of the transactions described in this

Agreement.

I. Lease, Memoranda. Borrower and Lessee shall have executed and delivered

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

Premises (the "Memoranda"). The Lease and the Memoranda shall be in form and

substance reasonably satisfactory to Lender. Lessee shall have caused to be

delivered to Borrower an executed Guaranty with respect to the Lease.

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

Borrower Parties, 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.

Upon fulfillment or waiver of all of the above conditions, Lender shall

deposit funds necessary to close this transaction with the Title Company and

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

Agreement.

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 (and Environmental Insurer solely with respect

to Section 5.K) 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

SCS Finance II, L.P.

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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 Premises as reflected in the

Financial Information which has not been disclosed in writing to Lender that has

had, or 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 each state where the Premises are

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 would 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, 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 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 Borrower Parties,

respectively, 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 or any of 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 would not reasonably be

expected to result in, a Material Adverse Effect.

E. Absence of Breaches or Defaults. 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, any of the Premises 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. None of the

Premises are 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).

F. Utilities. Adequate public utilities are available at each of the

Premises to permit utilization of each of the Premises as a Permitted Concept

and all utility connection fees and use charges will have been paid in full

prior to delinquency.

G. Zoning; Compliance With Laws. Each of the Premises is in compliance

with all applicable zoning requirements and the use of each of the Premises as a

Permitted Concept does not constitute a nonconforming use under applicable

zoning requirements, except, in each instance, where such noncompliance would

not have a Material Adverse Effect,. The Borrower Parties and the Premises are

in compliance with all Applicable Regulations

SCS Finance II, L.P.

Mortgage Loan

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<PAGE>

except for such noncompliance which has not had, and would not reasonably be

expected to result in, a Material Adverse Effect.

H. Area Development; Wetlands. No condemnation or eminent domain

proceedings affecting any of the Premises have been commenced or, to Borrower's

actual knowledge, are contemplated. None of the Premises and, to Borrower's

actual knowledge, none of the real property bordering any of the Premises are

designated by any Governmental Authority as a wetlands.

I. Licenses and Permits; Access. All required licenses and permits, both

governmental and private, to use and operate each of 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. Adequate rights of access to public roads

and ways are available to each of the Premises for unrestricted ingress and

egress and otherwise to permit utilization of each of the Premises for their

intended purposes, and all such public roads and ways have been completed and

dedicated to public use.

J. Condition of Premises. Each of the Premises, including the Personal

Property, is in good condition and repair and well maintained, ordinary wear and

tear excepted, fully equipped, operational, free from known structural defects,

safe and properly lighted.

K. Environmental. Except as disclosed in the Questionnaires, as amended

and supplemented through the date of Closing:

(1) None of the Premises nor any of the Borrower Parties are in violation

of, or subject to, any pending or, to Borrower's actual knowledge, threatened

investigation or inquiry by any Governmental Authority or to any remedial

obligations under any Environmental Laws, which violation, investigation or

inquiry would have a Material Adverse Effect, and this representation and

warranty would continue to be true and correct following disclosure to the

applicable Governmental Authorities of all relevant facts, conditions and

circumstances, if any, pertaining to any of the Premises;

(2) All permits, licenses or similar authorizations required to construct,

occupy, operate or use any buildings, improvements, fixtures and equipment

forming a part of any of the Premises by reason of any Environmental Laws have

been obtained, or are pending, and Borrower has no reason to believe that such

permits, licenses or similar authorizations that are pending will not be issued

in due course, except where such failure to obtain any permit, license or

authorization would not have a Material Adverse Effect;

(3) Since the initial acquisition by and during the ownership of the

Premises by Borrower and/or any Affiliate of Borrower or Lessee, and to

Borrower's knowledge prior to such acquisition and ownership, no Hazardous

Materials have been used, handled, manufactured, generated, produced, stored,

treated, processed, transferred, disposed of or otherwise Released in, on,

under, from or about any of the Premises, except in Permitted Amounts;

(4) None of the Premises contain Hazardous Materials, except in Permitted

Amounts, and all USTs located on or about the Premises, if any, are in full

compliance with all Environmental Laws, except where such noncompliance would

not have a Material Adverse Effect;

(5) To Borrower's knowledge, there is no threat of any Release migrating

to any of the Premises in excess of Permitted Amounts;

(6) Since the initial acquisition by and during the ownership of the

Premises by Borrower and/or any Affiliate of Borrower or Lessee, and to

Borrower's knowledge prior to such acquisition and ownership, there is no past

or present non-compliance with Environmental Laws, or with permits issued

pursuant thereto, in connection with any of the Premises, except where such

noncompliance would not have a Material Adverse Effect;

(7) None of the Borrower Parties has received any written notice or other

communication from any person or entity (including but not limited to a

Governmental Authority) relating to any Release of Hazardous

SCS Finance II, L.P.

Mortgage Loan

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Materials in excess of Permitted Amounts, or USTs or Remediation thereof,

possible liability of any person or entity pursuant to any Environmental Law,

other Environmental Conditions in connection with any of the Premises, or any

actual or potential administrative or judicial proceedings in connection with

any of the foregoing;

(8) All information known to any of the Borrower Parties or contained in

the files of any of the Borrower Parties relating to any existing Environmental

Condition or Releases of Hazardous Materials in, on, under or from any of the

Premises, other than in Permitted Amounts, has been provided to Lender,

including, without limitation, information relating to all prior Remediation

(which provision of information was accomplished in part by delivering to

representatives of Lender for their review and analysis the files of Lessee

maintained by Lessee with respect to environmental matters relating to the

Premises);

(9) All of the Premises are free and clear of all liens and other

encumbrances imposed pursuant to any Environmental Law (the "Environmental

Liens"); and none of the Borrower Parties has allowed any tenant or other user

of any of the Premises to do any act on the Premises that materially increased

the dangers to human health or the environment, posed an unreasonable risk of

harm to any person or entity (whether that person or entity was on or off any of

the Premises), impaired the value of any of the Premises in any material

respect, is contrary to any requirement of any insurer insuring the Premises,

constituted a public or private nuisance, or violated any covenant, condition,

agreement or easement applicable to any of the Premises, except where such

violation did not have a Material Adverse Effect on the Premises; and

(10) The information and disclosures in the Questionnaires, as amended and

supplemented through the date of Closing, are true, correct and complete in all

material respects, and the person or persons executing the Questionnaires and

any amendments and supplements thereto were duly authorized to do so; and

(11) Each of the Borrower Parties is in compliance with the requirements

of 40 C.F.R. Section 280 Subpart H - Financial Responsibility (or equivalent

state law or regulation) with respect to all petroleum underground storage tanks

or storage tank systems (as those terms are defined under 40 C.F.R. Section

280.12 or equivalent state law or regulation) owned or operated by any of the

Borrower Parties or located on any of the Premises, except where such

noncompliance would not have a Material Adverse Effect.

Environmental Insurer has charged a fee for the Environmental Policies, which

Borrower has paid. Borrower acknowledges that the Environmental Policies are for

the sole protection of Lender and will not protect Borrower or provide Borrower

with any coverage thereunder. Borrower acknowledges and agrees that

Environmental Insurer may rely on the environmental representations and

warranties set forth in this subsection K, that Environmental Insurer is an

intended third-party beneficiary of such representations and warranties and that

Environmental Insurer shall have all rights and remedies available at law or in

equity as a result of a breach of such representations and warranties,

including, to the extent applicable, the right of subrogation.

L. Title to Premises; First Priority Lien. Fee title to the real property

comprising each of the Premises is vested in Borrower, free and clear of all

liens, encumbrances, charges and security interests of any nature whatsoever,

except the Permitted Exceptions. Borrower is the owner of all Personal Property,

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

nature whatsoever, and no Affiliate of Borrower owns any of the Personal

Property. Upon Closing, Lender shall have a first priority lien upon and

security interest in each of the Premises pursuant to the Mortgages and the

UCC-1 Financing Statements.

M. No Mechanics' Liens. There are no delinquent accounts payable or

mechanics' liens in favor of any materialman, laborer, or any other person or

entity in connection with labor or materials furnished to or performed on any

portion of the Premises; and no work has been performed or is in progress nor

have materials been supplied to the Premises or agreements entered into for work

to be performed or materials to be supplied to the Premises prior to the date

hereof, which will be delinquent on the date of the Closing.

N. 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

Premises,

SCS Finance II, L.P.

Mortgage Loan

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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.

(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 Loans,

the loans may be made by Lender pursuant to the Equipment Loan Documents and

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 general partner'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.

SCS Finance II, L.P.

Mortgage Loan

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6. COVENANTS. Borrower covenants to Lender (and Environmental Insurer

solely with respect to Section 6.F) from and after the Closing Date and until

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

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

paid, the principal, interest and all other sums to become due in respect of the

Notes and the other Loan Documents in accordance with the Notes and the other

Loan Documents.

B. Title. Borrower shall maintain good and marketable fee simple title to

each of the Premises (other than the Personal Property located thereon or

related thereto) and title to such Personal Property free and clear of all

liens, encumbrances, charges and other exceptions to title, except the Permitted

Exceptions. Lender shall have valid first liens upon and security interests in

the Premises, including the Personal Property, pursuant to the Mortgages and the

UCC-1 Financing Statements.

C. Organization and Status of Borrower; 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. Borrower shall be qualified as a foreign corporation, partnership or

limited liability company to do business in each state where the Premises are

located, and each of the Borrower Parties shall be qualified as a foreign

corporation, partnership or limited liability company in 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 en