WAIVER 
 
 
	This WAIVER dated as of March 31, 1995 (this Agreement) is  
entered into by and among Huntway Partners, L.P. (Huntway),  
Sunbelt Refining Company, L.P. (Sunbelt, and together with  
Huntway, the Company) and the Lenders executing the signature  
pages hereto.  This Waiver is entered into pursuant to Section  
104 of that certain Collateralized Note Indenture dated as of  
June 22, 1993 (as in effect on the date hereof, the Indenture)  
between the Company and the Trustee.  Capitalized terms used  
herein but not otherwise defined herein shall have the meanings  
assigned to such terms in the Indenture. 
 
	WHEREAS, the Company and the Trustee are parties to the  
Indenture; 
 
	WHEREAS, the Company has requested that the Lenders waive, for  
the quarters ending March 31, 1995 and June 30, 1995, the  
requirement contained in Section 415(a) of the Indenture that the  
Company will not permit Consolidated EBITDA as of the last day of  
each quarter for the four consecutive quarter (ending on or after  
December 31, 1993) period ended on such day to be less than  
$3,000,000; 
 
	WHEREAS, the Holders have agreed to provide a waiver of Section  
415(a) of the Indenture, upon the terms and subject to the  
conditions set forth herein. 
 
	NOW, THEREFORE, in consideration of the premises and the terms  
and conditions herein contained, the sufficiency of which is  
hereby acknowledged, the Holders and the Company hereby agree as  
follows: 
 
	SECTION 1.  Waiver.  Upon the Effective Date (but with effect  
from and after the date hereof), the undersigned Holders hereby  
waive compliance by the Company with the following covenant  
contained in Section 415(a) of the Indenture with respect to the  
quarter ended March 31, 1995 and quarter ended June 30, 1995: 
 
	(a) The Company will not permit Consolidated EBITDA as of the  
last day of each quarter for four consecutive quarter (ending on  
or after December 31, 1993) period ended on such day to be less  
than $3,000,000. 
 
	SECTION 2.  Effectiveness.  Upon the date and at the time (the  
Effective Date) at which the Trustee has received counterparts  
of this Waiver executed by each of the Holders (for purposes of  
which, receipt of a telecopied copy of a counterpart executed by  
a Holder shall be deemed receipt of such executed counterpart),  
the waivers set forth in Section 1 above shall become effective  
with retroactive effect as if executed on the date hereof. 
 
	SECTION 3.  Effect of Waiver; No Implied Waivers.  The  
Indenture is hereby ratified and confirmed in all respects and  
all terms, conditions and provisions of the Indenture, except as  
waived by this Waiver, shall remain in full force and effect.  It  
is hereby agreed that, except as specifically provided herein,  
this Waiver does not in any way waive, amend, modify, affect or  
impair the terms and conditions of the Indenture, and all terms  
and conditions of the Indenture are to remain in full force and  
effect unless otherwise specifically amended, waived or changed  
pursuant to the terms and conditions of this Waiver. 
 
	Nothing in this Waiver shall be deemed or construed as a waiver  
of any right or remedy the Trustee or the Lenders may have as of  
the date hereof or hereafter in relation to any unwaived or  
uncured Default or Event of Default. 
 
	SECTION 4.  Counterparts.  This Waiver may be executed in any  
number of counterparts (including telecopy counterparts), and by  
the parties hereto in separate counterparts, each of which when  
so executed and delivered shall be deemed an original, but all  
such counterparts together shall constitute but one and the same  
instrument. 
 
	SECTION 5.  Governing Law.  THIS WAIVER SHALL BE DEEMED 
TO BE  
MADE UNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED 
AND  
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE 
STATE OF  
NEW YORK. 
 
*  *  *  *  *  *   
 
 
 
	IN WITNESS WHEREOF, this Waiver is duly executed by the  
respective duly authorized officer of the undersigned as of the  
date first written above. 
 
	HUNTWAY PARTNERS, L.P., a 
	Delaware Limited Partnership 
 
	By:	HUNTWAY MANAGING PARTNER, L.P., 
		its Managing General Partner 
 
		By:	The Huntway Division of 
			Reprise Holdings, Inc., 
			its Sole General Partner 
 
 
 
		By:	/s/ Juan Y. Forster		 
			Juan Y. Forster 
			President and 
			Chief Executive Officer 
 
	SUNBELT REFINING COMPANY, L.P. 
 
	By:	HUNTWAY PARTNERS, L.P., 
		its sole General Partner 
 
	By:	HUNTWAY MANAGING PARTNER, L.P. 
		its Managing General Partner 
 
		By:	The Huntway Division of 
			Reprise Holdings, Inc., 
			its Sole General Partner 
 
 
		 
		By:	/s/ Juan Y. Forster		 
			Juan Y. Forster 
			President and 
			Chief Executive Officer 
 
	BANKERS TRUST COMPANY 
 
 
 
	By:	/s/ Carl O. Roark		 
	 
		Carl O. Roark 
		Managing Director 
 
 
 
 
     IN WITNESS WHEREOF, this Waiver is duly executed by the  
respective duly authorized officer of the undersigned as of the  
date first written above. 
 
	MASSACHUSETTS MUTUAL  
	LIFE INSURANCE COMPANY	 
 
	By:	/s/ Michael L. Klofas		 
		Michael L. Klofas 
		Second Vice President 
 
	RYBACK MANAGEMENT CORPORATION,  
	on behalf of itself and/or its  
nominees(s) under  
	the Indenture 
 
	By:	/s/ Robert A. Lange		 
		Robert A. Lange 
		Senior Vice President 
 
	CROWN LIFE INSURANCE COMPANY 
 
	By:	/s/ H. E. Stackhouse		 
		H. E. Stackhouse 
		Assistant Vice President,  
Private Placement 
 
	CROWN LIFE INSURANCE COMPANY 
 
	By:	/s/ Jeff Tiefenbach		 
	 
		Jeff Tiefenbach 
 
	CENTURY LIFE OF AMERICA 
 
	By:	Century Investment Management  
Company 
 
	By:	/s/ Donald Heltner		 
	 
		Donald Heltner 
		Vice President 
 
	CENTURY LIFE INSURANCE COMPANY 
 
	By:	Century Investment Management  
Company 
 
	By:	/s/ Donald Heltner		 
	 
		Donald Heltner 
		Vice President 
 
 
 
 
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