0001181431-07-012956 Sample Contracts

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 21st, 2007 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of February 16, 2007, among PETRO STOPPING CENTERS, L.P., a Delaware limited partnership (the "Borrower"), PETRO STOPPING CENTERS HOLDINGS, L.P., a Delaware limited partnership and a limited partner of the Borrower ("Holdings"), PETRO HOLDINGS FINANCIAL CORPORATION, a Delaware corporation ("Petro Holdings"), PETRO DISTRIBUTING, INC., a Delaware corporation and a Subsidiary of the Borrower ("Petro Distributing"), and PETRO FINANCIAL CORPORATION, a Delaware corporation and a Subsidiary of the Borrower ("Petro Financial"), the Lenders (as defined in the Credit Agreement referred to below), and WELLS FARGO BANK, N. A., as Administrative Agent, Collateral Agent and L/C Issuer.

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