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Home My WebLink About981142.tiff RESOLUTION RE: APPROVE TRANSFER OF OWNERSHIP REQUEST FOR 3.2% BEER LICENSE FROM EQUILON ENTERPRISES, LLC, DBA TEXACO #095 - EXPIRES JULY 15, 1999 WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Equilon Enterprises, LLC, dba Texaco#095, has presented to the Board of County Commissioners of Weld County, Colorado, an application for a Transfer of Ownership of a County Retail License for the sale of fermented malt beverages, containing not more than 3.2% of alcohol by weight, in sealed containers not for consumption at the place where sold, said license previously held by Texaco of Colorado, Inc., dba Texaco #095, and WHEREAS, pursuant to Weld County Ordinance No. 6, Section II., C., said applicant has paid the required fees to the County of Weld for a Change of Ownership of the existing license, and WHEREAS, said applicant has exhibited a State License for the sale of 3.2% fermented malt beverages in sealed containers not for consumption at the place where sold, outside the corporate limits of any town or city in the County of Weld at the location described as follows: 10963 1-25 Access Road West and Highway 119, Longmont, Colorado 80501 NOW, THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Weld County, Colorado, having examined said application and the other qualifications of the applicant, does hereby grant License Number 98-06, to said applicant to sell 3.2% fermented malt beverages in sealed containers not for consumption at the place where sold, only at retail at said location and does hereby authorize and direct the issuance of said license by the Chair of the Board of County Commissioners, attested to by the Clerk to the Board of Weld County, Colorado, which license shall be in effect until July 15, 1999, providing that said place where the licensee is authorized to sell 3.2% fermented malt beverages in sealed containers not for consumption at the place where sold, shall be conducted in strict conformity to all of the laws of the State of Colorado and the rules and regulations relating thereto, heretofore passed by the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for revocation of the license. 981142 de : O,• �p/ LC0013 CHANGE OWNERSHIP OF 3.2% BEER LICENSE - TEXACO #095 PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 1st day of July, A.D., 1998. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: j 0 * i{•1I �i/ /� o��,471 (. 0':# r'i —`, Constance L. Harbert, Cit Weld County Cler o t� (;. .., dterjemlti7 W. BY: lt/1. ,• .4'►11'r.' Deputy Clerk t��,��i = i v r IX. , G Elowneols . Baxter APP AS TO ORM: Dale K. Hall nt tto y �v4 /a,{ -,� L is iLc.<ycA. B'Barbara J. 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O Ei m N O O ,q p y wl�r r• i ,1�:{{qqa»�• '„ �' f) cd -0 O O m — W Z:'»g1i a n ��,-, , i E r �, t,' y .� cis ❑ j rlhnr r �au U. � ';a+�.t�rh \ /5, I� , b d y F t Isl ��r a 'w • f RI I sj pp,� s) �. a I Al J�n +F Fi y� N; �rry "S y "f991 tfA r v (F 1 C I� 1 Z*^�u Utz r 4 ,.tR9..A,d I P��i ` ...} -, Y� • .f\ t Le", � i 44 ® � rk� . :� AV x ah 4 r � . 1I � w frI S 40t) ti c u 4+ o-d 0i1 i it`Wir 7 r0 l ) r,;$4n N rn .., 10,00/14k13 to .IDt Iwill wsgt\',:a r ,, =`e• t . .Oi9i',. . ten t,-t THIS LICENSE MUST BE POSTED IN PUBLIC VIEW DR 840 2 11 0/9 21 STATE OF COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division 1375 Sherman Street Denver,Colorado 80261 EQUILON ENTERPRISES LLC TEXACO #095 10963 I-25 ACCESS RD WEST & HWY 119 LONGMONT CO 80501 AMENDED ALCOHOLIC BEVERAGE LICENSE Liability Information Account Number County City Indust. Type Liability Date LICENSE EXPIRES AT MIDNIGHT 12-42601-0030 03 206 5541 B 071698 JUL 15 , 1999 Type Name and Description of License Fee 2122 3.2 PERCENT BEER RETAIL $ 50.00 LICENSE (OFF PREMISES) 2190 COUNTY 85 PERCENT OAP FEE $ 42 .50 TOTAL FEEISI $ 92.50 This license is issued subject to the laws of the State of Colorado and especially under the provision of Title 12, Articles 46 or 47, CRS 1973, as amended. This license is nontransferable and shall be conspicuously posted in the place above described.This license is only valid through the expiration date shown above. Questions concerning this license should be addressed to the Department of Revenue, Liquor Enforcement Division, 1375 Sherman Street,Denver,CO 80261. testimony whereof,I have hereunto set my hand. C SW SEP031998 /li✓tn Division Director Executive Dire for DR'8404(06/97) Page 1 21 COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION COLORADO LIQUOR 1375 SHERMAN STREET DENVEROR 3.4�/o FERMENTED MALT BEVERAGE ER COCO 80261 FILED ON BEHALF OF THE APPLICANT RETAIL LICENSE APPLICATION BY DILL DILL CARR STONBRAKER & HUTCHINGS, P.C. (303) 777-3737 111 NEW LICENSE 111 TRANSFER OF OWNERSHIP C LICENSE RENEWAL • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWIRTTEN • APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL LICENSE FEE$ • APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE(Call 303-321-4164) DO NOT WRITE IN THIS SPACE 1. Applicant is applying as a ❑ Individual ❑ Corporation ❑X Limited Liability Company ❑ Partnership(includes Limited Liability and Husband and Wife Partnerships) ❑ Association or Other 2. Name of Applicant(s) If partnership,list partners'names(at least Iwo);if corporation,name of corporation Equilon Enterprises, LLC 2a.Trade Name of Establishment(DBA) State Sales Tax No. Business Telephone Texaco #095 Applied for (303) 678-0204 3. Address of Premises(specify exact location of premises) 10963 I-25 Access Road W. and Hwy 119 Citiy County State ZIP Code Longmont Weld CO 80501 4. Mailing Address(Number and Street) City or Town State ZIP Code 9601 DTC Blvd. Denver CO 80237 5. If the premises currently have a liquor or beer license,you MUST anser the following questions Present Trade Name of Establishment(DBA) Present State License No. Present Class of License Present Expiration Date Texaco of Colo, Inc. dba Texaco 21-84862-001 3 . 2% FMB 08/28 • SECTION•A• APPLICATION FEES LIAB • SECTION D LIQUOR LICENSE FEE$ 2960 E Late Renewal Application Fee $500.00 1940i ❑ Retail Liquor Store License(city) $202.50 2300. ❑ Application Fee for New License 650.00 1940 ❑ Retail Liquor Store License(county) 287.50 2300 ❑ Application Fee-New License Concurrent Review 750.00 1954 ❑ Liquor Licensed Drugstore (city) 202.50 2310 ❑X Application Fee for Transfer of Ownership 650.00 19s0" ❑ Liquor Licensed Drugstore (county) 287.50 SECTION B 3.2%BEER LICENSE FEES 1990 .. ❑ Beer&Wine License (city) 326.25 1950,. ❑ Beer&Wine License (county) 411.25 2121 ❑ Retail 3.2%Beer On Premises-(city) $71.25 2121 ❑ Retail 3.2%Beer On Premises-(county) 92 50 1&70.. ❑ H&R License El city ❑ county 475.00 71 25 1980'; ❑ H&R License w/opt Prem❑ city ❑ county 475.00 2122 El Retail 3.2%Beer Off Premises-(city) ❑ Club License ❑ city ❑ county 283.75 2122 0 Retail 3.2%Beer Off Premises-(county) 92 50 2010 ❑ Tavern License ❑ city ❑ county 475.00 21234 ❑ Retail 3.2%Beer On/Off Premises-(city) 71 25 i 2020 ❑ Arts License❑ city El 283.75 2123': ❑ Retail 3.2%Beer On/Off Premises-(county) 92 50 . 2030 E Racetrack License ❑ city ❑ county 475.00 SECTION C RELATED FEES AND PERMITS 2040j,. ❑ Optional Premises License ❑ city ❑ county 475.00 2210-100(999) 0 Retail Warehouse Storage Permit $75.00 1905" ❑ Retail Gaming Tavern Lic ❑ city ❑ county 475.00 1980-100(999) ❑ Addition of Optional Premises to existing hotel/restaurant 1975" ❑ Brew-Pub License 725.00 $75.00 x Total Fee 1970-750(999) ❑ Manager's Registration (hotel &restaurant only)...$75.00 ❑ Other No Fee ❑ 3.2%Beer On/Off Premises Only Delivery Permit No Fee ❑ Retail Liquor Store Delivery Permit DO NOT WRITE IN THIS SPACE-FOR DEPARTMENTOF REVENUE USE ONLY LIABILITY INFORMATION County City Industry Type License Issued Through License Account Number Liability Date (Expiration Date) State City County Managers Reg , �j -750(999) 2180-100(999) 2190-100(999) 1970-750(999) Gash Fund New License Cash Fund Transfer License TOTAL 2300-100 2310-100 (999) (999) 981142 DR 8404(06/97) Page 3 3"' 6. Is the applicant(including any of the partn ,_,if a partnership;members or manager if a limited liauaity company;or officers,stock- Yes No, holders or directors if a corporation) 6,or manager under the age of twenty-one years? El ®7. Has the applicant(including any of the partners,if a partnership;members or manager if a limited liability company;or officers, stockholders or directors if a corporation)or manager ever(in Colorado or any other state); ❑ i (a) been denied an alcoholic beverage license? . • (b) had an alcoholic beverage license suspended or revoked? ❑ ®T (c) had interest in another entity that had an alcoholic beverage license suspended or revoked? ® 0 If you answered yes to 7a,b or c,explain in detail on a separate sheet. In PS cF cFF Ar•n•Af'NFn FXPT.ANATT(1N 8a. Has a liquor license application(same license class),that was located within 500 feet of the proposed premises,been denied within the preceding two years? If"yes,"explain in detail. ❑ El 8b. Has a 3.2 beer license for the premises to be licensed been denied within the preceding one year? If"yes,"explain in detail. ❑ ®..,. 9. Are the premises to be licensed within 500 feet of any publicor private school that meets compulsory education requirements of Colorado law,or the principal campus of any college, universityor seminary? 0 ® ;' 10. Has a liquor or beer license ever been issued to the applicant(including any of the partners, if a partnership;members or manager if a '-r'? limited liability company;or officers,stockholders or directors if a corporation)? If yes,identify the name of the business and list any ❑ ®n current financial interest in said business including any loans to or from a licensee. 11. Does the Applicant, as listed on line 2 of this application,have legal possession of the premises for at least 1 year from the date that - '- this license will be issued by virtue of ownership, lease or other arrangement? - ® ❑ ® Ownership ❑ Lease ❑ Other(Explain in Detail) a.If leased, list name of landlord and tenant, and date of expiration,EXACTLY as they appear on the lease: :1 Landlord Tenant Expires_ EQUILON ENTERPRISES, LLC EQUILON ENTERPRISES, LLC - '• /f /1-- Attach a diagram and outline the area to be licensed(including dimensions)which shows the bars,brewery,walls,partitions,entrances,exits and what each room shall be utilized for in this business. This diagram should be no larger than 8 1/2"x 11". (Doesn't have to be to scale) - 12. Who, besides the owners listed in this application(including persons,firms,partnerships,corporations, limited liability companies), will loan or give money,inventory, furniture or equipment to or for use in this business;or who will receive money from this business. Attach a separate sheet if necessary. NAME DATE OF BIRTH FEIN OR SSN INTEREST SHELL OIL COMPANY N/A N/A 56% TEXACO OIL COMPANY N/A N/A 44% Attach copies of all notes and security instruments, and any written agreement,or details of any oral agreement,by which any person(including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit,sales, giving of advice or consultation. 13. Optional Premises or Hotel and Restaurant Licenses with Optional Premises Yes No A local ordinance or resolution authorizing optional premises has been adopted. ❑ 0 Number of separate Optional Premises areas requested. N/A 14. Liquor Licensed Drug Store applicants, answer the folloowing: (a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of N/A Yes No Pharmacy? COPY MUST BE ATTACHED. 0 ❑ 15. Club Liquor License applicants answer the following and attach: (a) Is the applicant organization operated solely for a national,social,fraternal, patriotic,political or athletic purpose and ❑ 0 not for pecuniary gain? (b) Is the applicant organization regularly chartered branch,lodge or chapter of a national organization which is N/A ❑ 0 operated solely for the object of a patriotic or fraternal organization or society,but not for pecuniary gain? (c) How long has the club been incorporated? (d) How long has applicant occupied the premises (Three years required) to be licensed as a club?(Three years required) 16. Brew-Pub License Applicants answer the following: (a) Has the applicant received or applied for a Federal Brewers Notice? ❑ ❑ (Copy of notice or application must be attached) N/A 17a.Name of Manager NORMAN HURD (If this is an application for a Hotel Date of Birth Hotel&Restr.Lic. and Restaurant License, the manager must also submit an Individual History Record(DR 8404-I). Yes No �—> 7 a 17b. Does this manager act as the manager of,or have a financial interest in, any other liquor Yes No licensed establishment in the State of Colorado? If yes,provide name,type of license and account number. ❑ 18. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners, officers, directors, stockholders, members, (LLC)or managing members(LLC)and any other persons with a 10%or greater financial interest Yes No in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? ❑ P If yes,provide an explanation and include copies of any payment agreements. 981142 DR 8404(06/97) Page 4 19. If applicant is a corporation,partnership,association or a limited liability company, it is required to list by position all officers and directors, general partners,managing members, all stockholders,partners(including limited partners)and members who have a 10%or greater financial interest in the applicant All persons listed here or by attachment must submit and attach a DR 8404-I (Individual Historyn Record) and provide fingerprint cards to their local licensing authority. NAME HOME ADDRESS, CITY & STATE DATE OF POSITION % OWNED BIRTH *Please see attached for complete listing of off, dir, stock. . / / "EXHIBIT 1" Additional Documents to be submitted by type of Entity ❑ CORPORATION ❑ Cert of Incorp. ❑ Cert.of Good Standing (if more than 2 yrs. old) ❑ Cert.of Auth.(if a foreign corp.) ❑ PARTNERSHIP ❑ Partnership Agreement(General or Limited) ❑ Husband and Wife partnership(no written agreement) ❑X LIMITED LIABILITY COMPANY ❑X Articles of Organization ❑X Cert. of Authority(if foreign company) ❑X Operating Agrmt. ❑ ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties Registered Agent(if applicable) Address for Service THE CORPORATION COMPANY 1675 BROADWAY, DENVER, CO 80202 OATH OF APPLICANT t declare under penalty of peouty in the secand degree tlta this application and all attachments are true, correct,and complete to the best of my knowledge,;also acknowledge that it Is city responsibflltyand the responsibility of my agents and employees to comply with the provisions of the Colorado L quor or Beer Code which affect my license. Authorized Signature �( Title Date Q �/Q� -- M/ CEO & PRESIDENT 6- IF ! (/ REPORT AND AP OVAL OF LOCAL LICENSING AUTHORITY(CITY/COUNTY) Date application filed with local authority Date of local authority hearing(for new license applicants;cannot be less - a y -9 8 than 30 days from date of application 12-47-311 (2))C.R.S. 07/01/98 Each person required to file DR 8404-I: Yes No a. Has been fingerprinted ® ❑ b. Background investigation and NCIC and CCIC checkfor outstanding warrants conducted ® ❑ c.The liquor licensed premises is ready for occupancy and has been inspected by the Local Licensing Authority ® ❑ If"no",the building will be completed and ready for inspection by (date) The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of title 12,Article 46 or 47, C.R.S. THEREFORE, THIS APPLICATION IS APPROVED. Local Licensing Aut ri Telephone Number ❑ TOWN, CITY ntv, Colorado (970) 356-4000 I IH COUNTY Signature `��)�;' 7,itle Chair Protem, Weld County Board Date ' (/T �h p of Commissioners 07/01/98 Signatur ( tst) !.Title Deputy Clerk Date ' �, y.1 4/ to the Board ;6xliiitt:/-4CAr 07/01 /98 (d Lv 981142 ........,.�.......�. $D q uP 911'490 "PePnloul ear unmaS ® .._..„........... ....... tn- o N L J •I T'4 o ❑ fi N k 4 5 4 iv # n EFT # I [* •ueq uo sPe1e0 PePnluul sa/nleel NIIDJag I 4 dd , sa �'z + V'ny b COJ,= nZ N N o Q �c❑ O SI O 0 u J, W 0 w F E-1 2LL N 1-O o 0 y 981142 ❑ � w aO h 00 E/V90180 DILL DILL r \RR STONBRAKER & HI -THINGS A PROFESSIONAL CORPORATION ATTORNEYS AT LAW Daniel W.Carr Fay M.Matsukage" John I.Coates _ Ion Stonbraker H.Alan Dill Craig A.Stoner Robert A.Dill Patrick D.Tooley Thomas M.Dunn Lori Ann Y.Fujioka Leslie Block Kaye' John A.Hutchings of Counsel 'Also licensed in Arizona and New York "Also licensed in Nevada June 23, 1998 Federal Express• Clerk to the Board Weld County Commissioner's Office P.O. Box 758 Greeley, CO 80632 .) RE: Texaco Dear Sirs, Enclosed is an application for a change of ownership for Texaco #097 at 4885 Kipling, Wheat Ridge. This change of ownership is the result of a merger between Texaco and Shell Oil Company which is scheduled to be finalized on July 1st. We are asking that issue the temporary permit as of July 1st, if that is possible. Please let me know if you have any questions. Sincerely, Cx Lois Rentz Paralegal Ir end. 455 SHERMAN STREET,SUITE 300/DENVER,COLORADO 80203/FAX(303)777-3823/(303) 777-3737 E-mail:dillndill@aol.com 981142 Attachment to the DR 8404 Question #7, c; The parent companies of Equilon Enterprises, LLC are Texaco Oil Company and Shell Oil Company. They hold numerous 3.2% beer licenses throughout the United States. In Colorado Texaco Oil Company holds 3.2% beer licenses as Texaco of Colorado Inc., which will be transferred to the Equilon Enterprises, LLC. Texaco of Colorado Inc., had the following violations: In November 1990, licensee received a violation in Northglenn for sales to a minor. A fine was paid in lieu of a one day suspension. In November, 1990, the licensee received a violation notice in Colorado Springs for failure to conspicuously display a license. This matter was dismissed. In March of 1991 , licensee received a suspension in Arvada for sales to a minor, three days served. In March, 1993, the licensee received a violation notice in Aurora for sales to a minor. A fine was paid in lieu of suspension. Updated 6-98 981142 • • "EXHIBIT 1" ORGANIZATIONAL CHART EQUILON ENTERPRISES, LLC d.b.a. TEXACO TEXACO OIL CO. SHELL OIL CO. TEXACO REFINING SOPC HOLDING & MARKETING INC. WEST, LLC 44% 56% Texaco Oil Principal Officer: Shell Oil Principal Officer: Harry D. Williams Jim Morgan EQUILON ENTERPRISES, LLC LLC OFFICERS Jim Morgan: President & C.E.O. David Crikelair: CFO David Kinnan: General Council & Secretary Michael Carlucci: Treasurer 981142 LIST OF OFFICERS EQUILON ENTERPRISES, LLC NAME POSITION ADDRESS D.O.B. James Morgan Pres. & CEO 2222 Bluff Creek Dr. Spring, TX 77379 981142 STATE C COLORADO. LIQUOR ENFORCEMENT DIVISION • \ Depanment of Revenue kkii Business Location . tion , 1 VI IRM Pierce Street• Lakewood,Colorado 80214 • >,. -" 4iIsm1R. Phone 303•205.2300 - FAX 303.205.2341 Roy Romer Mailing Address • Governor Liquor Enforcement Division • Denver,Colorado 80261 Ronny Fagan June 12, 1998 Executive Director Equilon Enterprises, LLC David D.Reitz q p Division Director D/B/A Texaco 4601 DTC Blvd Denver, CO 80237 _ Re: Chain Store Application for. Equilon Enterprises, LLC, D/B/A Texaco Dear Sir or Madam: This is to advise you that the State Liquor Enforcement Division has, at your request, created a "master file" for the above-listed applicant. • As of the date of this letter our master file includes the following items which you have submitted: 1 . , Individual History Records (Form DR-8404) for the following persons: Name Date of Birth fPostion Company Harry D. Williams Treasurer Equilon Enterprises LLC 2. Fingerprint cards bearing the names and birth dates of the persons listed in paragraph 1, above. All the fingerprint cards have been submitted by us to the Colorado Bureau of Investigation on June 12, 1998. We will advise by letter of the results from the CBI and FBI. DR Dial l0'/90 • 981142 • Equilon Enterprises, LLC D/B/A Texaco Page 2 3. Certificate of Authority or a Certificate of Good Corporate standing from the Colorado Secretary of State which indicates that Equilon Enterprises, LLC, D/B/A Texaco is a corporation authorized to do business in Colorado. You must check with the local licensing authority to determine what documents they may require to process your application. Please feel free to provide them with this letter, as many local authorities will not require you again to submit fingerprint cards to them if you have already submitted such documents to the State Liquor Enforcement Division. This letter will serve to inform the local authorities exactly which documents you have already submitted to the State Enforcement Division. Finally, once the local authority has approved your new license or transfer of ownership application, it must be sent to the Liquor Enforcement Division. The local authority need not send change of corporate structure information previously reported to the Liquor Enforcement Division, as listed in and approved by this letter. The only documents which are needed for a new or transfer of ownership application by the Division are: ❑ 1 . The approved application signed by the local authority; ❑ 2. The appropriate fees; ❑ 3. A copy of this letter; ❑ 4. Proof of possession of the premises; ❑ 5. A diagram of the licensed premises; ❑ 6. Completed form DR 8442, if manager's registration is required. Sincerely; • Matt D. Cook Licensing Administrator equilonl .mas 981142 TOTAL P.03 )R 8404-I (02/94) • :OLORADO DEPARTMENT OF REVENUE IOUOR ENFORCEMENT DIVISION 375 SHERMAN STREET )ENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each Individual applicant,all general partners of a partnership,all limited partners owning 10%(or more)of a partnership;all officers and directors of a corporation,all stockholders of a corporation owning 10%(or more)of the stock of such corporation; all limited liability company MANAGING members,or other limited liability company members with a 10%(or more) ownership Interest in such company and all managers of a Hotel and Restaurant license. NOTICE:This individual history record provides basic information which is necessary for the licensing authorities investigation.ALL questions must be answered in their entirety.EVERY answer you give will be checked for its truthfulness.A deliberate falsehood will jeopardize the application as such falsehood within itself constitutes evidence regarding the character of the applicant. 1.Name of Business Date Social Security Number(s) TEXACO INC. 6/9/98 2.Your Full Name(last,first,middle) 3.Also Known As(maiden name/nickname,etc.) WILLIAMS, HARRY DOUGLAS N/A 4.Mailing Address(if different from residence) Home Telephone 10 UNIVERSAL CITY PLAZA, UNIVERSAL CITY, CA 91608 (626) 447-1480 5.Residence Address(street and number,city,state.ZIP) 2430 S. 8TH AVENUE, ARCADIA, CA 91006 6.Date of Binh Place of Birth 7.U.S.Citizen? PASADENA, CA ❑X Yes ❑ No If Naturalized,state where When Name of U.S.District Court N/A N/A N/A Naturalization Certificate Number Dale of Cedilicate If an Mien,Give Alien's Registration Card Number Permanent Residence Card Number N/A N/A N/A N/A 8.Height Weight Hair Color Eye Color Sex Race 9.Do You Have a current Drivers License?I1 yes,give number.&state 1519r' 195 GREY BLUE MALE WHITE ® Yes ❑ No 10.Name of Present Employer 11.Type of Business or Employment TEXACO INC. PETROLEUM 12.Address of Business Where Employed(street number,city,state,ZIP) Business Telephone 10 UNIVERSAL CITY PLAZA, UNIVERSAL CITY, CA (818) 505-3027 13.Present Position ASST. SECRETARY 14.Marital Status 15.Name of Spouse(include maiden name if applicable) MARRIED ELIZABETH BARTON WILLIAMS 16.Spouse's Date of Birth Spouse's Place of Birth PORTLAND, OR 17.Spouse's residence address,if different than yours(street and number,city.state,ZIP) SAME 18.Spouse's Present Employer Occupation N/A N/A 19.Address of Spouse's Present Employer N/A 20. List the name(s) of all relatives working in or having a financial interest in the liquor industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF EMPLOYER LOCATION OF EMPLOYER NONE • 21.Do you now,or have you ever held a State of Colorado Liquor or Beer License,or loaned money,furniture.fixtures,equipment or inventory,to any Colorado Liquor or Beer Licensee?If yes,answer in detail n Yes ® No 981142 DR 8404-I(2/94) Page 2 22.Have you ever been convicted of a crime.or received a ended sentence,deferred sentence,or forfeited bail for any se in criminal or military court?(Do not include traffic violations,unless they resulted in suspension or revoc, of your drivers license,or you were convicted of driving um. ,.ie influence of thugs or alcoholic beverages.)II yes, explain in detail. ❑ Yes ® No 23.Have you ever received a violation notice.suspension or revocation for a liquor law violation,or been denied a Iiquorbr beer license anywhere in the U.S.?If yes,explain in detail. ❑ Yes ® No 24.Military Service(branch) From To Serial Number Type of Discharge U. S. ARMY 1953 1955 _ UNKNOWN HONORABLE 2s. • List all addresses where you have lived for the past five years. (Attach separate sheet if necessary) STREET AND NUMBER CITY,STATE,ZIP FROM TO 2430 S. 8TH AVENUE _ ARCADIA, CA 91006 1973 PRESENT zs.List all former employers or businesses engaged in within the last five years. (Attach separate sheet if necessary.) NAME OF EMPLOYER ADDRESS(STREET,NUMBER,CITY,STATE,ZIP) _POSITION HELD FROM TO 10 UNIVERSAL CITY PLAZA TEXACO INC. UNIVERSAL CITY. CA VARIOUS 1965 PRRSE/T 27.What is your relationship to the applicant?(sole owner,partner,corporate officer,director,stockholder,member or manager) CORPORATE OFFICER (TEXACO OTT, CO. PRTNCTPAT OFFICE ) • 28.II stockholder,number of shares owned beneficially or of record Percent of outstanding stock owned N/A N/A 29.If partner,state whether ❑ General ❑ Limited Percent of Partnership Owned If Limited Liability Company(percent owned) N/A N/A N/A 30.Total amount you will Invest in this business,including notes,loans,cash,services or equipment,and operating capital.(Reg.46-106.1 and Reg.47-107.1) Amount$ 0 31. Identify the sources of all funds you will invest in this business as listed in 30 above. List all bank names, account numbers and the amount derived from such source. Also identify all persons authorized to sign on, or who are part owners of said account.(Attach copies of all your notes or loans used in or for this business.) Amounts Sources -Account Numbers Names on accounts or person who can sign on this account $ NONE u m ;,Oath of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct,and complete to the best of my knowledge. Authorized Signature The • H. D. WILLIAMSe • ASSISTANT SECRETARY 991. 4 • • COLORADO DEPARTMENT OF REVENUE • LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 • INDIVIDUAL HISTORY RECORD To be completed by each Individual applicant,all general partners of a partnership,all limited partners owning 10%(or more)of a partnership;all officers and directors of a corporation,all stockholders of a corporation owning 10%(or more)of the stock of such corporation; all limited liability company MANAGING members,or other limited liability company members with a 10%(or more) ownership interest in such company and all managers of a Hotel and Restaurant license. NOTICE:This individual history record provides basic information which is necessary for the licensing authorities investigation.ALL questions, must be answered in their entirety.EVERY answer you give will be checked for its truthfulness.A deliberate falsehood will jeopardize the application as such falsehood within Itself constitutes evidence regarding the character of the applicant. 1.Name of Business Date - Social Security Number(s) EQUILON ENTERPRISES, LLC G /9 /9 e, 2.Your Full Name(last,first,middle) 3.Also Known As(maiden name/nickname,etc.) MORGAN, JAMES MCCLAY 4.Mailing Address(If different from residence) Home Telephone 1100 LOUISIANA, HOUSTON, TX 77002 281=360-6666 5.Residence Address(street and number,city,stale,ZIP) 2222 BLUFF CREEK DR. , KINGWOOD, TX 77345 • 6.Dale of Birth Place of Birth 7.U.S.Citizen? BURGETTSTOWN, PA ® Yes ❑ No II Naturalized,state where When Name of U.S.District Court Naturalization Certificate Number Dale of Certificate II an Mien,Give Alien's Registration Card Number Permanent Residence Card Number 8.Height Weight Hair Color Eye Color Sex Race 9.Do You Have a current Driver's License?If yes,give number,&stale 6' 1" 185 BROWN BLUE MALE CAUC. ❑X Yes ❑ No 10.Name of Present Employer 11.Type of Business or Employment EQUILON ENTERPRISES, LLC OIL COMPANY 12.Address of Business Where Employed(street number,city,state,ZIP) Business Telephone 1100 LOUISIANA, HOUSTON, TX 77002 713-241-7600 13.Present Position PRESIDENT/CEO 14.Marital Status 15.Name of Spouse(include maiden name if applicable) MARRIED MONA LISA (TOMEI) MORGAN 16.Spouse's Date of Binh Spouse's Place of Birth GREENSBURG, PA 17.Spouse's residence address,it different than yours(street and number,city,state,ZIP) • 18.Spouse's Present Employer Occupation N/A 19.Address of Spouse's Present Employer N/A 20. List the name(s) of all relatives working in or having a financial interest in the liquor industry. NAME OF RELATIVE , RELATIONSHIP TO YOU POSITION HELD NAME OF EMPLOYER LOCATION OF EMPLOYER NONE • 21.Do you now,or have you ever held a State of Colorado Liquor or Beer License,or loaned money,furniture,fixtures,equipment or inventory,to any Colorado Liquor or Beer Licensee?If yes,answer in detail ❑ Yes ® No 991142 3 84044(2/94) Page 2 2.Have you ever been convicted of a crime,or received a suet:). 1 sentence,deferred sentence,or forfeited bail for any often _ criminal or military court?(Do not include traffic violations,unless they resulted in suspension or revocation• Au drivers license,or you were convicted of driving under tht. ..luence of drugs or alcoholic beverages.)It yes, explain in detail. ❑ Yes ® No 3.Have you ever received a violation notice,suspension or revocation for a liquor law violation,or been denied a liquor or beer license anywhere in the U.S.?If yes,explain in detail. ❑ Yes t) No 4.Military (branch) From To Sena!Number Type of Discharge 5. List all addresses where you have lived for the past five years. (Attach separate sheet if necessary) STREET AND NUMBER CITY,STATE,ZIP FROM TO 2222 BLUFF CREEK DR. KINGWOOD, TX 77345 1992 PRESENT 6.List all former employers or businesses engaged in within the last five years. (Attach separate sheet if necessary.) NAME OF EMPLOYER ADDRESS(STREET,NUMBER,CITY,STATE,ZIP) POSITION HELD FROM TO EQUILON ENTERPRISES, LLC 1100 LOUISIANA, HOUSTON, TX PRES./CEO 2/98 PRESENT SHELL OIL COMPANY 900 LOUISIANA, HOUSTON, TX 77002 V.P. 1983 1/98 '7.What is your relationship to the applicant?(sole owner,partner,corporate officer,director,stockholder,member or manager) PRESIDENT/CEO • S.II stockholder,number of shares owned beneficially or of record Percent of outstanding stock owned N/A N/A 5. If partner,state whether ❑ General ❑ Limited Percent of Partnership Owned II Limited Liability Company(percent owned) q,Total amount you will invest in this business,including notes,loans,cash.services or equipment,and operating capital.(Reg.46-106.1 and Reg.47-107.1) Amounts 0 N. Identify the sources of all funds you will invest in this business as listed in 30 above. List all bank names, account numbers and the amount derived from such source. Also identify all persons authorized to sign on, or who are part owners of said account.(Attach copies of all your notes or loans used in or for this business.) Amounts Sources-Account Numbers Names on accounts or person who can sign on this account $ NONE $ $ $ , "ir x « i;, °; .:t .A ,„ r .0ath.of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct,and complete to the best of my knowledge. .utorized Signature �j��/�� I Title �n Date $(2: /// /Y /' el- �� PRESIDENT/CEO 98%1 /e 6 79/r8 DR 8404-I (02/94) 70LORADO DEPARTMENT OF REVENUE • JOUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET • DENVER CO 80261 • INDIVIDUAL HISTORY RECORD To be completed by each individual applicant,all general partners of a partnership,all limited partners owning 10%(or more)of a partnership;all officers and directors of a corporation,all stockholders of a corporation owning 10%(or more)of the stock of such corporation;all limited liability company MANAGING members,or other limited liability company members with a 10%(or more) ownership interest In such company and all managers of a Hotel and Restaurant license. NOTICE:This individual history record provides basic information which is necessaryforthe licensing authorities investigation.ALL questions must be answered in their entirety.EVERY answer you give will be checked for its truthfulness.A deliberate falsehood will jeopardize the application as such falsehood within Itself constitutes evidence regarding the character of the applicant. 1.Name of Business Date Social Security Number(s) EQUILON ENTERPRISES, LLC 6/4 /9F3 2.Your Full Name(last,first,middle) 3.Also Known As(maiden name/nickname,etc.) KINNAN, DAVID EMERY N/A 4.Mailing Address(if different from residence) Home Telephone 1100 IOUTSTANA, HOUSTON. TEXAS 77002 713-464-4158 5.Residence Address(street and number,city,state,ZIP) 409 BENDWOOD, HOUSTON TX 77024 6.Date of Birth Place of Birth 7.U.S.Citizen? COLUMBUS, OH Zi Yes ❑ No II Naturalized.state where • When Name of U.S.District Court Naturalization Certificate Number Date of Certificate II an Mien,Give Aran's Registnlion Card Number Permanent Residence Card Number 8.Height Weight Hair Color Eye Color Sex Race 9.Do You Have a current Drivers License?If yes,give number,8 slate 6'0" 180 BROWN BLUE MALE CAU6. ETYes ❑ No 10.Name of Present Employer 11.Type of Business or Employment EQUILON ENTERPRISES, LLC GASOLINE RETAILER 12.Address of Business Where Employed(street number,city,state,ZIP) Business Telephone 1100 LOUISIANA, HOUSTON, TX 77002 • 713-241-7600 13.Present Position SECRETARY 14.Marital Status 15.Name of Spouse(include maiden name if applicable) MARRIED JOAN (MAHONEY) KINNAN 16.Spouse's Date of Birth Spouse's Place of Birth DALLAS, TX 17.Spouse's residence address,if different than yours(street and number,city,state,ZIP) • 18.Spouse's Present Employer Occupation N/A 19.Address of Spouse's Present Employer N/A 20. List the name(s) of all relatives working in or having a financial interest in the liquor Industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF EMPLOYER LOCATION OF EMPLOYER N/A 21.Do you now,or have you ever held a State of Colorado Liquor or Beer License,or loaned money,furniture,fixtures,equipment or inventory,to any Colorado Liquor or Beer Licensee?If yes,answer in detail ❑ Yes Lit) No • 981142 DR 8404-I(2/94) Page 2 22.Have you ever been convicted of a crime,or received a su -led sentence,deferred sentence,or forfeited bail for any off in criminal or military court?(Do not include traffic violations.unless they resulted in suspension or revocatiu your driver's license,or you were convicted of driving undo, influence of drugs or alcoholic beverages.)If yes, explain in detail. ❑ Yes ❑ No 23.Have you ever received a violation notice,suspension or revocation fora liquor law violation.or been denied a liquor of beer license anywhere in the U.S.?It yes,explain in detail. ❑ Yes ® No 24.Military Service(branch) From To Serial Number Type of Discharge U.S.A.F. 1971 1976 25. List all addresses where you have lived for the past five years. (Attach separate sheet if necessary) STREET AND NUMBER CITY,STATE,ZIP FROM TO 409 BENDWOOD HOUSTON, TX 77024 1991 PRESENT 26.List all former employers or businesses engaged in within the last five years.(Attach separate sheet if necessary.) NAME OF EMPLOYER ADDRESS(STREET,NUMBER,CITY,STATE,ZIP) POSITION HELD FROM TO EQUILON ENTERPRISES, LLC 1100 COUISIANA, HOUSTON, TX 77002 SECRETARY 2/98 PRESENT SELL OIL COMPANY 900 LOUISIANA, HOUSTON TX 77002 AJSI . UENLRAL COUNSEL 1993 2/98 27.What is your relationship to the applicant?(sole owner,partner,corporate officer,director,stockholder,member or manager) SECRETARY • 28.II stockholder,number of shares owned beneficially or of record Percent of outstanding stock owned N/A N/A 29.If partner,state whether 0 General 0 Limited Percent of Partnership Owned II Limited Liability Company(percent owned) 30.Total amount you will invest in this business,including notes,loans,cash,services or equipment,and operating capital.(Reg.46-106.1 and Reg.47-107.1) Amount$ 0 31' Identify the sources of all funds you will invest in this business as listed in 30 above. List all bank names, account numbers and-the amount derived from such source. Also identify all persons authorized to sign on, or who are part owners of said account. (Attach copies of all your notes or loans used in or for this business.) Amounts Sources -Account Numbers Names on accounts or person who can sign on this account $ NONE w : rr w,, `; Oath of Appilcant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. Authorized Signature Title �,/ Date ��C�1 SECRETARY 9S. 1 (6-1/Q DR 8404-I (02/94) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET • DENVER CO 80281 • INDIVIDUAL HISTORY RECORD To be completed by each individual applicant,all general partners of a partnership,all limited partners owning 10%(or more)of a partnership;all officers and directors of a corporation,all stockholders of a corporation owning 10%(or more)of the stock of such corporation;all limited liability company MANAGING members,or other limited liability company members with a 10%(or more) ownership interest in such company and all managers of a Hotel and Restaurant license. NOTICE:This individual history record provides basic information which is necessary for the licensing authorities investigation.ALL questions must be answered in their entirety.EVERY answer you give will be checked for its truthfulness.A deliberate falsehood will Jeopardize the application as such falsehood within Itself constitutes evidence regarding the character of the applicant. 1.Name of Business Dale Social Security Number(s) / EQUILON ENTERPRISES, LLC l/� �8 2.Your Full Name(last,first,middle) 3.Also Known As(maiden namelnickname,etc.) CARLUCCI , MICHAEL VINCENT 4.Mailing Address(if different from residence) Home Telephone 1100 LOUISIANA, HOUSTON, TX 77002 281-370-8269 5.Residence Address(street and number,city,state,ZIP) 15823 CHAMPIONS DR. , SPRING, TX 77379 6.Date of Birth Place of Birth - 7.U.S.Citizen? GREENWICH, CONN. X❑ Yes ❑ No If Naturalized,state where When Name of U.S.District Cowl Naturalization Certificate Number Date of Certificate If an Alien,Give Alien's Registration Card Number Permanent Residence Card Number 8.Height Weight Hair Color Eye Color Sex Race 9.Do You Have a current Drivers Ucense?If yes,give number.&state 5' 9" 157 BROWN BROWN MALE CAUC. X❑ Yes ❑ No 10.Name of Present Employer 11.Type of Business or Employment EQUII ON FNTFQPQTSES Li rGASOLINE RETAILER 12.Address of Business Where Employed(street number,city,state,ZIP) Business Telephone 1100 LOUISIANA, HOUSTON, TX 77002 713 241 7600 13.Present Position TREASURER 14.Marital Status 15.Name of Spouse(include maiden name if applicable) MARRIED SUSAN MARGARET (BAKER) CARLUCCI 16.Spouse's Date of Birth Spouse's Place of Birth 17.Spouse's residence address,if different than yours(street and number,city,slate,ZIP) 18.Spouse;irpsent Employer Occupation 19.Address of Spouse's Present Employer 20. List the name(s)of all relatives working in or having a financial interest in the liquor industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF EMPLOYER LOCATION OF EMPLOYER N/A 21.Do you now,or have you ever held a State of Colorado Liquor or Beer Ucense.or loaned money,furniture,fixtures,equipment or inventory,to any Colorado Liquor or Beer Licensee?If yes,answer in detail Yes rl No..2. 981142 DR 8404-1(2/94) Page 2 22.Have you ever been convicted of a dime,or received a sun led sentence,deferred sentence,or forfeited bail for any off/ — •n criminal or military court?(Do not include traffic violations,unless they resulted in suspension or revocatic your drivers license,or you were convicted of driving under,. ,influence of drugs or alcoholic beverages.)II yes, explain in detail. ❑ Yes al No 23.Have you ever received a violation notice,suspension or revocation fora liquor law violation,or been denied a liquor or beer license anywhere in the U,S.?II yes,explain in detail. ❑ Yes EgNo 24.Military Service(branch) From To Serial Number Type of Discharge US NAVY 1964 _ 1968. 25. List all addresses where you have lived for the past five years. (Attach separate sheet if necessary) STREET AND NUMBER CITY,STATE,ZIP FROM TO 15823 CHAMPIONS DR. SPRING, TX 77379 1988 PRESENT 26.List all former employers or businesses engaged in within the last five years. (Attach separate sheet if necessary.) NAME OF EMPLOYER ADDRESS(STREET,NUMBER,CITY,STATE,ZIP) POSITION HELD FROM TO EQUILON ENTERPRISES, LLC 1100 LOISIANA, HOUSTON, TX TREASURER 2/98 PRESENT STAR ENTERPRISES 12700 NORTHBOROUGH, HOUSTON, TX TREASURER 1993 1/98 27.What is your relationship to the applicant?(sole owner,partner,corporate officer,director,stockholder,member or manager) TREASURER • 28.If stockholder,number of shares owned beneficially or of record Percent of outstanding stock owned N/A 29.If partner,state whether ❑ General ❑ Limited Percent of Partnership Owned II Limited Liability Company(percent owned) i 30.Total amount you will Invest in this business,including notes,loans,cash,services or equipment,and operating capital.(Reg.46-106.1 and Reg.47-107.1) Amount$ 0 31 . Identify the sources of all funds you will invest in this business as listed in 30 above. List all bank names, account numbers and the amount derived from such source.Also identify all persons authorized to sign on, or who are part owners of said account.(Attach copies of all your notes or loans used in or for this business.) Amounts Sources-Account Numbers Names on accounts or person who can sign on this account $ NONE $ ✓ t aast Oath of Applicant 1 declare under penalty of penury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. Authorized Signature Title Date TREASURER 981142 0/p4 • DR 8404-I (02/94) • COLORADO DEPARTMENT OF REVENUE • LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 • INDIVIDUAL HISTORY RECORD • To be completed by each Individual applicant,all general partners of a partnership,all limited partners owning 10%(or more)of a partnership;all officers and directors of a corporation,all stockholders of a corporation owning 10%(or more)of the stock of such corporation;all limited liability company MANAGING members,or other limited liability company members with a 10%(or more) ownership interest In such company and all managers of a Hotel and Restaurant license. NOTICE:This individual history record provides basic information which is necessary for the licensing authorities investigation.ALL questions, must be answered in their entirety.EVERY answer you give will be checked for Its truthfulness.A deliberate falsehood will Jeopardize the application as such falsehood within itself constitutes evidence regarding the character of the applicant. 1.Name of Business Date Social Security Number(s) EQUILON ENTERPRISES, LLC 6/9/qg 2.Your Full Name(last,first,middle) 3.Also Known As(maiden name/nickname,etc.) CRIKELAIR, DAVID CHARLES N/A 4.Mailing Address(if different from residence) Home Telephone 1100 LOUISIANA, HOUSTON, TX 77002 5.Residence Address(street and number,city,state;ZIP) 4 DUNNAM LANE, HOUSTON, TX 77024 - 6.Date of Birth Place of Birth 7.U.S.Citizen? DETROIT, MI ® Yes ❑ No II Naturalized,state where When Name of U.S.District Court Naturalization Certificate Number Date of Certificate II an Alien,Give Alien's Registration Card Nutter Permanent Residence Card Number 8.Height Weight Hair Color Eye Color Sex Race 9.Do You Have a current Driver's License?II yes,give number,8 stale 6' 1" 190 BROWN BROWN MALE CAUC. ® Yes ❑ No 10.Name of Present Employer 11.Type of Business or Employment EQUILON ENTERPRISES, LLC GASOLINE RETAILER 12.Address of Business Where Employed(street number,city,state,ZIP) Business Telephone 1100 LOUISIANA, HOUSTON, TX 77002 713-241-7600 13.Present Position CHIEF FINANCIAL OFFICER 14.Marital Status 15.Name of Spouse(include maiden name it applicable) MARRIED CAROL (MANSI) CRIKELAIR _ 16.Spouse's Date of Birth Spouse's Place of Birth BRIDGEPORT, CONN 17.Spouse's residence address,it different than yours(street and number,city,state,ZIP) 18.Spouse's Present Employer Occupation / W • — 19.Address of Spouse's Present Employer 20. List the name(s) of all relatives working in or having a financial Interest in the liquor industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF EMPLOYER LOCATION OF EMPLOYER N/A • • 21.Do you now,or have you ever held a State of.Colorado Liquor or Beer License,or loaned money,furniture,fixtures,equipment or inventory,to any Colorado Liquor or Beer Licensee?If yes,answer in detail ❑ Yes C9 No 981142 3404-I(2194) Page 2 Have you ever been convicted of sauna or received a sueper sentence,deferred sentence,or forfeited bail for any offense mina)or military court?(Do not include traffic violations,unless they resulted in suspension or revocation of, -r drivers license,or you were convicted of driving under the 1,. _once of drugs or alcoholic beverages.)If yes, explain in detail. ❑ Yes 4 No Have you ever received a violation notice,suspension or revocation fora liquor law violation,or been denied a liquor or beer license anywhere in the U.S.?If yes,explain in detail. ❑ Yes n No Military Service(branch) From To Serial Number Type of Discharge N/A List all addresses where you have lived for the past five years.(Attach separate sheet if necessary) STREET AND NUMBER CITY,STATE,ZIP FROM TO 2400 FOUNTAINVIEW #334 HOUSTON, TX 77057 2/98 6/98 • 43 N. GREENWICH RD. ARMONK, NY 10504 1976 1998 List all former employers or businesses engaged In within the last five years.(Attach separate sheet if necessary.) NAME OF EMPLOYER ADDRESS(STREET,NUMBER,CITY,STATE,ZIP) POSITION HELD FROM TO TEXACO INC. 2000 WESTCHESTER AVE. , WHITE PLAI'IS .V.P. 1993 2/98 NY .What is your relationship to the applicant?(sole owner,partner,corporate officer,director,stockholder,member or manager) CHIEF FINANCIAL OFFICER • .II stockholder,number of shares owned beneficially or of record Percent of outstanding stock owned N/A II partner,state whether ❑ General ❑ Limited Percent of Partnership Owned II Limited Liability Company(percent owned) 1.Total amount you will invest in this business,including notes,loans,cash,services or equipment,and operating capital.(Reg.48-106.1 and Reg.47.107.1) 0 Amount S l' Identify the sources of all funds you will invest in this business as listed in 30 above. List all bank names, account numbers and the amount derived from such source.Also identify all persons authorized to sign on, or who are part owners of said account.(Attach copies of all your notes or loans used in or for this business.) Amounts Sources-Account Numbers Names on accounts or person who can sign on this account 6 N/A 6 6 6 ; OsthofApplicant . declare under penalty of perjury in the second degree that this application and all attachments are true, corristtgalete to the best 'f my knowledge. 9 - ithorized Signature Title Date L� /�� CHIEF FINANCIAL OFFICER 6/9/ 9 8 STATE OF TEXAS ) AFFIDAVIT COUNTY OF HARRIS AFFIDAVIT WITH RESPECT TO SOURCE OF FUNDS TO BE INVESTED WITH THE FOLLOWING APPLICANT: EQUILON ENTERPRISES, LLC 1. THE AMOUNT TO"BE INVESTED IN THIS ENTERPRISE IS: PLEASE SEE ATTACHED STATEMENT 2 . THE SOURCE OF SAID FUNDS IS: LIMITED LIABILITY COMPANY FUNDS QBy: PRES4ThtWyte CEO Subscribed and sworn to me this / day of JA 119 - ( n Notary P��l My Commission Expires : (Q•L/'o ( 981142 ATTACHMENT TO FINANCIAL QUESTIONNAIRE There will be no actual cash investment as a result of the joint venture between Shell Oil Company (hereinafter "Shell") and Texaco of Colorado, Inc. (hereinafter "Texaco"), forming Equilon Enterprises LLC (hereinafter "Equilon"). Shell and Texaco shall each contribute existing assets to the joint venture. For example, pursuant to the joint venture agreement, Texaco will contribute all of its existing retail fermented malt beverage licensed outlets in the State of Colorado to the joint venture. Shell will contribute assets in other jurisdictions unaffiliated with the Texaco operation in Colorado. Texaco will own 44% of Equilon and Shell will own 56% of Equilon. Shell and Texaco are engaged in the refining and marketing of oil products, trading and transportation of crude oil and oil products in production of marketing lubricants throughout the United States. Shell and Texaco have agreed to organize a joint venture to consolidate the refining and marketing operations in the western and mid-western United States. Each of the parties, and/or their respective subsidiaries, will contribute to the joint venture. In the State of Colorado Texaco will contribute all of its existing company-owned Texaco retail outlets to the joint venture, licensed under Texaco of Colorado, Inc., which currently holds approximately 49 fermented malt beverage licenses throughout the State of Colorado. Shell will contribute certain of its transportation systems, oil products and production facilities to the joint venture. Texaco will own 44% of the joint venture, and Shell will own the remaining 56%. The formation of Equilon has been accomplished and the transaction has been approved by the Federal Trade Commission. The actual closing of the transaction will take place on or about July 1, 1998. The fermented malt beverage licensed outlets in the State of Colorado will remain under the same management, with the same store personnel after the merger. Many of the properties will be transferred by deed to Equilon and all other governmental approvals will be obtained or will have been obtained by the date of closing. By this application the companies are requesting the issuance of temporary permits and/or, in those jurisdictions that do not recognize temporary permits, the immediate transfer of ownership of the liquor license from Texaco to Equilon. All relevant documents for the liquor license change of ownership 981142 have been submitted to the Colorado Department of Revenue, Liquor Enforcement Division, and a master file letter has issued to Equilon. 981142 a ,40/0 T3L.LIEU OF CERTIFICATE OF TRADE'NAME Tony 0 Hemming Texaco 10 Universal City Plaza 13th Floor Senior Attorney Universal City CA 91608 1006 818 505 3019 FAX 818 505 3079 June 15, 1998 Ms. Victoria Buckley Secretary of-the SUS of Colorado 1560 Broadway, Suite 200 • Denver, CO 80202 Dear Ms. Buckley: Please accept this letter as consent by Texaco Inc. for the use of the word "Texaco" by Equilon Enterprises LLC for purposes of doing business in the State of Colorado. Very truly yours, /12LoCri 2449 . a°to. _7 AM.TIOIO'NT zc ici,A Y *V TOH/EFG:gfp 0618.doc 981142 hem.mito Ctexaco.com recycled paper 0 STATE OF CALIFORNIA ) St COUNTY OF LOS ANGELES ) On this the 15th day of June, 1998 before me, SHARI CONRAD, the undersigned Notary Public, personally appeared TONY O. HEMMING, personally known to me (or proved to me on the basis of_aatisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they _ executed the same in their authorized capacities, and that by their signatures on the instrument' ih' persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official Seal. �� SHARI CONRAD I 527 � Commission x 1133734 w. rr _� Y!� i Notary?attic—CCIift rnia CommAngeles Ccun nh�� / Q� -"" My m .Expires May 20.2001 d l Shari Conrad Commission Expires May 20, 2001 981142 If litliii Nap .__-, iii ilb -_.-M_ 2 $ oi Tao' vor wry' ra A. t. irs� �L� Z `` Ci �� `N tt o::, ci N14 II V ?� o o `'� 1.1 j , gp -sit ': ti 6'4 JI - ' {� cik r 'el 7 .MI IL L-J r1 ci z2 i iy A Vt.yr° to J N, ie CIC I . C f / I b o � I Cr _ _4=r nal -r I—t3 igir a i . Ei 1.) , 1tIL1 cri 1 Gli i _ _ -+------._j-T-+--e- I ta - .,. ; 981142 ., ,, ,....,, I ks Nip p. It---A r;.:. - - - - .-1 14 4. -i a. ";� Lam` _.:•.,: ...,,, . N 0 a� a N h lit_e IN a � I I .� — ae Q ZL" to -:a Ie�7 R. d I ci. r 1/45 �l T� da•an; {, I ti L--I Jl n :o = ` o ti r2s. <�1 .. 1y �e Q �n hecl 'i h =C i.„ . yd s.RA 4. 6- I Ct.SC d •r � l co h oifl7 I 1r i N ' q i I I] 1--i , a 1 _ _i_e_...........� ! l , T-1- - . ir r I I I ,= 981142 WHEN RECORDED RETURN TO: Stewart Title Guaranty Company 1980 Post Oak Boulevard, #610 • Houston, TX. 77056 Attn: Jacquelyn Trainor MAIL TAX STATEMENTS TO: Equilon Enterprises LLC P.O. Box 4453 Houston, TX. 772210-4453 SPECIAL WARRANTY DEED This Indenture, made as of July 1, 1998 by Texaco Refining and Marketing Inc., a Delaware corporation having an office at 10 Universal City Plaza, Universal City, California (the "Grantor") to Equilon Enterprises LLC, a Delaware limited liability company, having an office at 1100 Louisiana Avenue, Houston, Texas (the "Grantee"). WITNESSETH : In consideration of$10 and other good and valuable consideration paid in lawful money of the United States, the Grantor does hereby grant, convey and release unto Grantee, its successors and assigns forever, all those certain plots, pieces and parcels of land more particularly described in Exhibit A attached hereto and made a part hereof(the "Property"), together with the buildings, fixtures and improvements thereon erected, together with all right, title and interest, if any, of the Grantor in and to any streets and roads abutting the Property to the center lines thereof, together with the easements, appurtenances and other hereditaments appurtenant to the Property and all the estate and rights of the Grantor in and to said Property, subject to all easements, rights of way and other matters of record affecting same, but provided, that the Grantor expressly saves, retains, reserves and excepts from this conveyance unto itself and its successors and assigns, all right, title and interest in and to any oil, gas, and other minerals (including, without limitation, helium, lignite, sulphur, phosphate and other solid, liquid and gaseous substances), regardless of the nature thereof and whether similar or dissimilar but only to the extent any of the foregoing is in its natural state and natural location and not subject to the dominion and control of any person, and the right to explore for, develop and produce same, as well as the right to lease such portion of the Property hereby reserved for such purposes, and all mineral and royalty rights whatsoever in, on, under and pertaining to the Property; but the Grantor, its successors and assigns, shall have no right to use, or right of ingress -1- pr\mo001.doc 54 98 981142 to or egress from any part of the surface of the Property for exploration and producing purposes; and any oil and gas drilling operations, shall be conducted by means of wells, the surface locations of which are on other lands and which may be drilled into and bottomed in or under the Property. The Grantor shall exercise its rights under the foregoing mineral, oil and gas reservation so as not to disturb any improvements, installations, petroleum or other products contained in such improvements or installations or surface activities on the Property. The Grantor is to receive and retain all bonuses, rentals and royalties payable under any such mineral, oil and gas lease or leases. The Grantor may assign, transfer, sell or convey such oil, gas and mineral reservation to any person, corporation, partnership or other entity. TO HAVE AND TO HOLD the Property unto Grantee, its heirs, successors and assigns forever. The Grantor does hereby bind itself, its successors and assigns, to warrant and forever defend all and singular the Property unto Grantee against every person whomsoever lawfully claiming or to claim same by, under or through Grantor, but not otherwise. The preceding sentence is for the benefit of Grantee and the parties now or hereafter constituting Grantee and may not be relied on or enforced by any other entity, including, without limitation, any direct or remote successor in title to Grantee or any title insurer of Grantee or its direct or remote successors in title, by way of subrogation or otherwise. IN WITNESS WHEREOF, the Grantor has duly executed this Special Warranty Deed as of the day and year first above written. TEXACO REFINING AND MARKETING INC., a Delaware corporation By: ( (NQ Name: C. T. Walz Title: Vice President By: __ 1 Name: H.J'AVilliams Title: Assistant Secretary pr'snoo0l.doc 5-498 981142 STATE OF CALIFORNIA SS. COUNTY OF LOS ANGELES On this the 16th day of June, 1998 before me, SHARI CONRAD, the undersigned Notary Public, personally appeared C.T. WALZ AND H.D. WILLIAMS, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official Seal. SHARI CONRAD Commission d 1133734 � Noiory Public—California � " 'Y� Los Angeles County ' • My Comm Expires May 20.2001 ,/1/vn,S t C e-n A et a Shari Conrad Commission Expires May 20, 2001 98t142 EXHIBIT A LONGMONT, CO 10963 W. 125 ACCESS RD./SH 119 Property situate in Weld County, State of Colorado, described as: Lots 1 and 3 in Star Center Minor Subdivision, Weld County, Colorado, together with a sign easement over the Easterly 25 feet of the Northerly 25 feet of the Southerly 60 feet of Lot 2 in Star Center Minor Subdivision, Weld County, Colorado, and together with and subject to utility, ingress and egress sewer treatment, sewer lines and snow dumping purposes as contained in Texaco-McDonald's Fuel Stop Complex Easement Grant recorded in Book 1075 at Reception No. 2015796. Also known and numbered as: 1-25 and State Hwy. 119, Longmont, Colorado, 981142 Texaco Desk Set I V EQUILON ENTERPRISES LLC I JOINT VENTURE BETWEEN SHELL OIL COMPANY AND TEXACO INC. THROUGH THEIR RESPECTIVE SUBSIDIARIES, SOPC HOLDINGS WEST LLC, TEXACO REFINING AND MARKETING INC., TRMI HOLDINGS INC., TEXACO PIPELINE INC., TEXACO TRADING AND TRANSPORTATION INC., TEXACO CONVENT REFINING INC. AND TEXACO ANACORTES COGENERATION COMPANY AS MEMBERS 1 I January 15, 1998 f side iasva i ' part 1 of 2 981142 Equilon Enterprises LLC Document Tab Master Agreement 1 Schedule A Defined Terms 2 Schedule B Procedural Conventions and Dispute Resolution , 3 Schedule C Eastco Boundaries 4 Schedule 3.01 Working Capital Accounting Principles 5 Limited Liability Company Agreement 6 Annex A Brand Management Protocol 7 Annex B Gulf of Mexico Earn-Up 8 Annex C Upstream Protocol 9 Annex D Caltex/Royal Dutch Export Protocol 10 Annex E Jet Fuel Protocol 11 Asset Transfer Agreement 12 Master Transfer Instruments 13 Shell Master Bill of Sale(SOPC) Shell Master Assignment and Assumption of Contracts(SOPC) Shell Master Assignment and Assumption of Leases(SOPC) Shell Master Contribution Deed (SOPC) Shell Master Assignment of Permits(SOPC t Shell Asset Master Bill of Sale(Equilon) Shell Asset Master Assignment and Assumption of Contracts (Equilon) Shell Master Assignment and Assumption of Leases(Equilon) Shell Asset Master Deed (Equilon) Shell Asset Master Assignment of Permits(Equilon)` Assignment and Assumption of Star Agreements Texaco Asset Master Bill of Sale Texaco Asset Master Assignment and Assumption of Contracts Texaco Asset Master Deed Texaco Asset Master Assignment and Assumption of Leases Texaco Asset Master Assignment and Assumption of Contracts Texaco Asset Master Assignment of Permits Texaco Asset Master Assignment and Assumption of Contracts Texaco Asset Master Sublease(Operating Leases) Texaco Asset Master Sublease(Financing Leases) Equilon Only Interim Services Agreement(Shell) 14 Shell provides services to Equilon Shell provides services to Pipeco Shell Chemical provides services to Equilon Equilon Only Interim Services Agreement(Texaco) 15 Texaco Group Inc. provides services to Equilon Texaco Group Inc. provides services to Pipeco 981142 46 Equilon Only Loaned Personnel Agreement (Shell) 16 E SOPC lends employees to Equilon Shell Wood River lends employees to Equilon • Shell Martinez lends employees to Equilon SPLC Services lends employees to Equilon Shell Odessa lends employees to Equilon Equilon Only Loaned Personnel Agreement(Texaco) Texaco and its Subsidiaries lends employees to Equilon 1 7 Technology Transfer Agreement Shell Trade Name and Trademark Agreement 18 Texaco Trade Name and Trademark Agreement 19 Safety, Health and Environmental Agreement 21 Equilon Only Human Resources Agreement 2 Fuel Additive Bending Services Agreement(Galena Park) 22 Petrochemicals First Look Agreement 23 Shell Non-Competition Agreement 24 Texaco Non-Competition Agreement 26 Equilon Only Confidentiality Agreement 2 Shell Eastern R&M Pipelines Agreement T7 Affiliate Interim Services Agreement(Shell) 28 Equilon provides services to Shell 29 Equilon provides services to Shell Anacortes Equilon provides services to Shell Chemical Equilon provides services to Shell E&P Affiliate Interim Services Agreement(Shell) Pipeco provides services to Shell and its Subsidiaries 30 1 Affiliate Interim Services Agreement(Texaco) Equilon provides services to Texaco and its Subsidiaries 31 Affiliate Interim Services Agreement(Texaco) Pipeco provides services to Texaco and its Subsidiaries 32 Aviation Fuels Supply Agreement March Point First Offer Agreement 33 Allocation Agreement 34 Pipeco LLC Agreement 36 Waiver of Section 6.11 36 Letter regarding Amortization of E ui 37 q Pment Expense 38 FTC Consent Decree iUnanimous Consent of Equilon LLC 39 { 40 i •1011.wi-r..wnWwmA...ues .ice 1/2L91 981142 41 I EQLT LON ENTERPRISES LLC JOINT VENTURE BETWEEN SHELL OIL COMPANY AND TEXACO INC. THROUGH THEIR RESPECTIVE SUBSIDIARIES, • SOPC HOLDINGS WEST LLC, TEXACO REFINING AND MARKETING INC., TRMI HOLDINGS INC., TEXACO PIPELINE TEXACO TRADING AND TRANSPORTATION INC., TEXACO CONVENT REFINING INC. AND TEXACO ANACORTES COGENERATION COMPANY AS MEMBERS I I MEMORANDUM OF CLOSING January 15, 1998 t (Y»11SSG,1SC OSING.I saga.-w 981142 Glossary BP&L Brown,Parker&Leahy LLP,special counsel to Shell California Pipeco California Pipeco LLC,a Delaware limited liability company and, initially,a wholly-owned subsidiary of SPL Holdings Inc. Company Equilon Enterprises LLC,a Delaware limited liability company DPRLP Deer Park Refining Limited Parmership,a Delaware limited partnership DP&W Davis Polk&Wardwell,special counsel to Shell Egnilon Equilon Enterprises LLC,a Delaware limited liability company Pecten Trading Pecten Trading Company,a Delaware corporation Pipeco Equilon Pipeline Company LLC,a Delaware limited liability company Plantation Holdings Plantation Holdings LLC,a Delaware limited liability company Principal Members The Shell Principal Member and the Texaco Principal Member RL&F Richards,Layton&Finger,PA.,special Delaware counsel to Shell and Texaco Shell Shell Oil Company,a Delaware corporation Shell Anacortes Shell Anacortes Refining Company,a Delaware corporation Shell Chemical Shell Chemical Company,a Delaware corporation Shell E&P Shell Exploration and Production Company, a Delaware corporation (WO rassaorsCLasrr1G.' manci 2 981142 1 Shell Marketing Shell Marketing Resources, L.L.C., a Delaware limited liability company Shell Marketing Holdings Shell Marketing Holdings, L.L.C.,a Delaware limited liability company Shell Martinez Shell Martinez Refining Company, a Delaware corporation Shell Midstream Shell Midstream Enterprises, Inc., a Delaware corporation Shell Newco SOPC Holdings West LLC,a Delaware limited liability company Shell Odessa Shell Odessa Refining Company, a Delaware corporation Shell Pipe Shell Pipe Line Corporation, a Maryland corporation Shell Principal Member Shell Newco Shell Wood River Shell Wood River Refining Company,a Delaware corporation SOPC Shell Oil Products Company, a Delaware corporation SPLC Services SPLC Services Company,a Delaware corporation SPL Holdings SPL Holdings Inc.,a Delaware corporation SRI Saudi Refining,Inc.,a Delaware corporation Texaco Texaco Inc.,a Delaware corporation Texaco Anacortes Texaco Anacortes Cogeneration Company, a Delaware corporation Texaco Convent Texaco Convent Refining Inc.,a Delaware corporation Texaco Group Texaco Group Inc.,a Delaware corporation Texaco Pipeline Texaco Pipeline Inc.,a Delaware corporation _ Texaco Principal Member TRMI rtm usruaisa.osD+Qr maw'S 3 981142 111 Texaco Trading Texaco T and Tr ansportation raa portation Inc., a 111 corporation TRMI TexacoDelaware Refining and Marketing Inc., a Delaware corporation TRMI(East) Texaco Refining and Marketing(East)Inc., a Delaware corporation TRMI Holdings 'TRMI Holdings Inc.,a Delaware corporation I 111, r Cyr iusoou nsflcetwan ci 4 111 I 981142 a THE CLOSING By agreement of the Parties, the Closing as defined in Section 2.03 of the Master Agreement took place at the offices of Davis Polk& Wardwell,450 Lexington Avenue,New York,New York 10017,at 7:00 P.M. on January 15, 1998. IPrior to the Closing,on the Closing Date,the Parties executed the Master Agreement All actions taken and documents other than the Master Agreement executed at the Closing are to be deemed to have occurred simultaneously as part of a single transaction. The documents executed prior to the Closing were held in escrow until all conditions to Closing were satisfied or waived at which time such documents were delivered at the Closing. All documents delivered on the Closing Date were dated as of the Closing Date unless otherwise noted and deemed effective as of the Effective Time. Capitalized terms used but not otherwise defined in this Memorandum of Closing have the respective meanings assigned to such terms in Schedule A to the 111 Master Agreement. d I I r I I I (NY)lnrooj5Coswrrm.e..mo«w i5 i 981142 i EQUILON MASTER AGREEMENT TABLE OF CONTENTS EAU ARTICLE 1 DEFN111oNs;USAGE;PROCEDURAL CONVENTIONS SECTION 1.01; Definitions; Usage;Procedural Conventions 2 ARTICLE 2 TRANSACTIONS AND CLOSING SECTION 2.01. Formation of the Company 2 SECTION 2.02. Entry into the Equilon Joint Venture Documents 2 SECTION 2.03. Closing Ave and Effective Time 3 SECTION 2.04. Anticipated Creation ofEastco;Interim Arrangements Refute Creation of Eastco and Arrangements Upon Creation of Eastco 3 ARTICLE 3 WORKING CAPITAL ADJUSTMENT SECTION 3.01. Closing Balance Sheet 8 SECTION 3.02. Working Capital Adjustment 10 ARTICLE 4 REPRESENTATIONS AND WARRANTIES SECTION 4.01. Organization, Standing and Power 11 SECTION 4.02. Auth ority;Execution and Delivery 11 SECTION 4.03. No Conflicts;Consents 12 SECTION 4.04. Subsidiaries 13 SECTION 4.05. Litigation 13 SECTION 4.06. Contributed Coturaus;Significant Affiliate Contracts 13 SECTION 4.07. Absence of Certain Changes 14 SECTION 4.08. Compliance with Applicable Laws 14 SECTION 4.09. Due Diligence 15 SECTION 4.10. Brokers or Finders 15 SECTION 4.11. No Other Representations 16 (MY11 tlbO1 LAars.Mg}eofree n 981142 I EQUILON MASTER AGREEMENT 111 ARTICLE 5 Acumen's AND COVENANTS SECTION 5.01. Covenants Relating to Conduct of Existing Business 16 SECTION 5.02. No Solicitation 17 SECTION 5.03. Confidentiality 17 SECTION 5.04. Best Efforts 17 SECTION 5.05. Expenses; Transfer Taxes 18 I SECTION 5.06. Supplemental Disclosure 18 SECTION 5.07. Publicity 19 SECTION 5.08. Further Assurances 19 SECTION 5.09. Performance by Specified Subsidiaries 19 SECTION 5.10. Guaranty by TRA4 TRW Holdings, Texaco Pipeline, Texaco Trading Texaco Convent and Texaco Anacortes 21 SECTION 5.11. Guaranty by Shell Newt° 21 ARTICLE 6 Cot omoNs PRECEDENT SECTION 6.01. Governmental Consents 21 SECTION 6.02. No Injunctions or Restraints 22 SECTION 6.03. Representations and Warranties 22 SECnoN 6.04. Compliance with Obligations 22 SECTION 6.05. Absence of Proceedings 22 SECTION 6.06. Initial Budget and Business Plan 22 SECTION 6.07. Change of Control 22 SECTION 6.08. Equilon Joint Venture Documents 22 SECTION 6.09. Working Capital Settlement 23 SECTION 6.10. Opinion of Counsel 23 SECTION 6.11. Provision of Services 23 SECTION 6.12. Certified Resolutions;Incumbency 24 SECTION 6.13. Frustration of Closing Conditions 24 ARTICLE 7 TERMINATION SECTIoN 7.01. Termination 24 SECnoN7.02. Effect of Termination 25 (NY)IUSOcl5/AGTSN'FSTWt.r. ."Id ii 981142 EQUILON MASTER AGREEMENT ARTICLE 8 INDEAWff7CAnot SEcrion 8.01. Indemnification by Each Parry 25 SECTION 8.02. Termination ofindemnification 28 SEcnon 8.03. Exclusivity;Survival 28 SCHEDULES SCHEDULE A Definitions; Usage SCHEDULE B Procedural Conventions;Dispute Resolution SafEnuLE C Eaarco Area SCHEDULE 2.04(b) Star Agreements SaHaDu[.E 3.01 Working Capital Accounting Principles • SCHEDULE 4.03(a) Significant Contracts Sa 'Duu 4.03(b) Consents SCHEDULE 4.04 Specified Subsidiaries SaaoULE 4.05 Proceedings SCHEDULE 4.06(a) Notices of Intent to Terminate Significant Contracts SCHEDULE 4.06(b) Significant Affiliate Contracts SCHEDULE 4.07(b) Conduct of Existing Business SCHEDULE 4.08 Compliance with Applicable Laws SairDULE 5.01 Dispositions of Property EXHIBITS EwiffirrA LLC Agreement EmarT B Serveco LLC Agreement Ex err C Asset Transfer Agreement E ai rrD-1 Form of Member Interim Services Agreements Extuar D-2 _ Form ofEquJon Only Interim Services Agreement E�aimrr E-1 Form of Loaned Personnel Agreement EXHIBIT E-2 Form of Equilon Only Loaned Personnel Agreement Exnmrr F Form of Intercompany Interim Services Agreement Eiaisa r G Technology Transfer Agreement Exmsrr H Shell Tradename and Trademark License Agreement ExEmmrr I Texaco Tradename and Trademark License Agreement Dann SH&EAgreement a»IuwoisiAc ivento rsam.N 981142 EQUILON MASTER AGREEMENT E)arrsrr K-1 Human Resources Agreement EmuBrr K-2 Equilon Only Human Resources Agreement • Emma L Shared Facilities Agreement Ermarr M Equilon Petrochemicals First Look Agreement E ai rr N-I Shell Non-Competition Agreement Ems:T N-2 Throw Non-Competition Agreement Exm&r 0-1 Equilon Only Corffidemiality Err 0-2AgreementCo>�denrtaltry Agreement Exmarr P Pipelines Agreement Err Q Owned Pipeline Agreement Ewa R Tradeco Partnership Agreement Ducar S Shell Eastern R&M?Oakes Agreement Err T Form of Equilon Only Affiliate Interim Services Agreement Err U Aviation Fuels Supply Agreement E»rr V March Point Fist Offer Agreeme t (NV)I11S501013/Aa1SMErr iv 981142 • EQUILON MASTER AGREEMENT MASTER.AGREEMENT(this"Agreement")dated as of January 15, 1998,between Shell Oil Company,a Delaware corporation("Shell")and Texaco Inc.,a Delaware corporation("Texaco"). Preliminary Statement Shell and Texaco(the"Parties")are engaged in,among other things,the refining and marketing of oil products,trading and transportation of crude oil and oil products and production and marketing of lubricants. The Parties have agreed to organize a joint vennre to consolidate their refining and marketing operations in the western and midwestem states of the United States and their trading and transportation operations and lubricant operations throughout the continental United States. Each Party or one or more of its respective subsidiaries will contribute to the joint venture,which will take the form of adt liability otbotheri company,certain assets that are use d in refining,marketing li ce related activities of such Party or its subsidiaries. In return for contributing the assets,subsidiaries of Shell and Texaco will receive ownership interests in the joint venture,all as set forth in the LLC Agreement The Parties believe that the creation of the joint venture will allow for the efficient allocation of resources and a corresponding reduction in costs of the operations of the businesses contributed to the joint venture,with the resulting joint venture being a more competitive company,with the ability to create long- term jobs,greater value for both Parties' brands,reliable sources of quality products at competitive prices and the best possible returns for the shareholders of both Parties. The Parties believe that they can create a joint venture which can have a balanced and diverse workforce,be a model within and outside the industry,and provide the employees of the joint venture with a safe and healthy workplace and good jobs. The Parties and their respective contributing subsidiaries will form the joint venture pursuant to the terms of this Agreement and the LW Agreement and will enter into min related arrangements,all as set forth in the Equilon Joint Venture Document Shell,Texaco and Saudi Refining.Inc.,a Delaware corporation("SRI")have entered into negotiations for and anticipate entering into a master agreement providing for the creation of Eastco,a joint venture which will (NY)115sO0017/AGTSAVESTCDurser- 9,.31142 i EQUILON MASTER AGREEIt TT: consolidate their refining and markets g businesses in the United States eastern part of the NOW, THEREFORE,the parties hereto hereby agree as follows: ARTICLE 1 DETThrno,S;USAGE;PROCEDURAL CONvpmpt SEcnoN 1.01. Definition, Usage;procedural Co context shall otherwise require,tams used and not de ut►aths shall have the therein meanings thereto inSchedule Schedule A hereto,and all roles as to usage set forth shall Co apply hereto. hereto contains Provisions regarding the Agreement Conventions Dispute Resolution which shall govern this ARTICLE 2 TRAWsecnoNs Arta CLosi ,G ±� U Closing (unless o �subject to the conditions set forth Closing a Date i es Subsidiaries otherwise specified)the Panics will.or�one reaptransactionsriveeffective s o f m,consummate each of the following Effective Time(unless otherwise specified). SEcnoN 2.01. Formation of the Company.Holdings,Texaco piper Texaco Trading, Son] nand,T Texaco TRhq Anacortes shall form and under the establishAct the Company as a limited liability company Prior the ow 2.02. Entry into the E9uilonJoint Venuwe prior to the Equ�Joint Parties andD their Specified Subsidiaries At� easing Date i,other than the Equtlon Jointcuments m which are er are specified theto accordance withto andbe actinexecuted on the Asset Transfer Agte�r, Section 2.04 hereof Section 2.05 of om nnmaswcra as.pe 2 EQUILON MASTER AGREEMENT SECnoN 2.03. Closing Date and Effective Time. (a)The closing of the transactions set forth in this Article 2(the"Closing')shall take place at such place,time and date as the Parties may agree,as soon as practicable following the satisfaction(or,to the extent permitted,waiver by the parties entitled to the benefits thereof)of the conditions set forth in Article 6(the"Closing Date")and such transactions shall be effective as of 12:01 am.(New York time)on January 1, 1998(the"Effective Time"). The Parties agree that while the transactions set forth in this Article 2 shall actually occur on the Closing Date,as among the parties to such documents,such transactions shall be deemed to have occurred at the Effective Time. As between the Parties,the Economic Benefits and Detriments of the Company Business shall be allocated among the Members as if the Closing bad occurred as of the Effective Time. The Parties acknowledge that the formation of the Company shall not be effective until the filing of the Certificate of Formation with the Secretary of State of the State of Delaware,and such Parties confirm that they do not intend to be engaged in a joint venture, partnership or similar arrangement involving the Company Business before the creation of,or through any entity or arrangement,other than the Company. (b) The effectiveness of the LLC Agreement and any other Equilon Joint Venture Document during the period between the Effective Time and the Closing Date shall be only among the parties to such documents,and shall not affect,or be relied on by,any Third Party. SEcnoN 2.04. Anticipated Creation of Eastco;Interim Arrangements Before Creation of Eastco and Arrangements Upon Creation of Eastco. The Parties and SRI have entered into negotiations for and anticipate entering into a master agreement among themselves and SRI pursuant to which Eastco will be • formed and certain assets and liabilities of Star and certain assets and liabilities of Shell and its Affiliates located in the Eastco Area will be contributed to,or assumed by,Eastco. Certain matters relating to the Company will be conducted in one manner until the Eastco Closing Date,and in another manner from and after the Eastco Closing Date. These matters are described below in this Section 2.04. Shell and Texaco shall cause their respective AS1iates,and shall cause the Shell Principal Member and the Texaco Principal Member,respectively,to cause the Company,to enter into such agreements and arrangements as may be required from time to time to effectuate the mans described below in this Section 2.04. (a) Services and Employees. (i) Arrangements Itegndtgg Services nil Fmplr. On the Closing Date: (NY)I1153060t$/AG7SNES CO'serspd 3 981142 EQUILON MASTER AGREEMENT (A) the Company and Pipeco will enter into the Equilon Only Loaned Personnel Agreements pursuant to which the Company and Pipeco will procure from Shell,Texaco and their respective Affiliates the services of certain of their employees who are necessary to conduct the Company Busies , (B) the Company and Pipeco will enter into the Equilon Only Interim Services Agreements pursuant to which the Company and Pipeco will obtain from Shell,Texaco and their respective Affiliate certain services necessary for the Company and Pipeco to conduct the Company Business;and (C) the Company and Pipeco will enter into the Equilon Only Affiliate Services Agreements pursuant to which the Company and Pipeco will provide services to Shell,Texaco and their respective Affiliates. (i) Lading. From the Closing Date until the Eastco Closing Date,the Parties and their Affiliates will provide to the Company all personnel required to perform trading and supply activities for the Company pursuant to Equilon Only Loaned Personnel Agreements,and the Company will conduct trading and supply activities for itself and on behalf of the Shell Eastern R&M Business and any other Person which is required pursuant to the Equilon Joint Venture Documents to conduct Wading activities through the Company. All such trades will be effected by the Company and title will,in general,be transferred to the Company. The Company,the Shell Eastern R&M Business,and any other Person required to conduct trading activities through the Company will share the market risk of such trades to the extent that they participate in trades of the same products in the same markets(with the exception of speculative trades made for the Company's account). For the Company,the Shell Eastern R&M Business and any other Person required to conduct trading activities through the Company,the price received or paid,as the case may be,for all such trades in a calendar month will be based on the average price of all trades(sales or purchases)of the same product on comparable non-price terms in the same market for that month,corrected for location. Upon the consummation of any trade requested by any such Person,such Person shall deliver the relevant product or payment,as the case may be, to the Company and the Company shall deliver to such Person the relevant product or payment,as the case may be. Fees charged by the Company for RM I SCtILACTtWVr5r „ rpd 4 t A EQUILON MASTER AGREEMENT any trade on behalf of any Person which is required to trade through the Company pursuant to the Equilon Joint Venture Documents shall equal the Company's fully loaded costs for each such trade based upon a method of cost allocation to be agreed to by the Company,Texaco and Shell.All trading by the Company on behalf of any Person which is required to trade through the Company pursuant to the Equilon Joint Venture Documents shall be conducted in a fair and impartial manna as between the Company and such Person. Cam) Anngerlirtc Reg> sling RmplQyr- . On the posing Date, the Parties shall enter into the Equilon Only Human Resources Agreement (iv) Failure to Form Fastco. If the Eastco Closing Date does not occur on or before the Eastco Backstop Date,subject to the provisions of the Equilon Only Human Resources Agreement,which shall remain in effect,the Parties and the Company shall negotiate in good faith to establish the best manner of obtaining employees and services for the Company and Pipeco,from the Members and their Affiliates or otherwise, , and of the Company's and Pipeco's providing services to the Members and their Affiliates on a permanent basis. (b) Star Agreements. From the Closing Date until the Eastco Closing Date,to the extent any Star Agreement set forth on Schedule 2.04(b)hereto is not assigned to the Company and the obligations of Texaco and its Affiliates to Star thereunder are not assumed by the Company,the Company will provide such services to Texaco and its Affiliates as are required to satisfy Texaco's(and its Affiliates')obligations under the Star Agreements and will receive benefits received by Texaco and its Affiliates under the Star Agreements. If the Eastco Closing Date does not occur on or before the Eastco Backstop Date,the Parties and the Company shall negotiate in good faith to extend such arrangements on a permanent basis. (c) Shell Pipeline Services. From the Closing Date until the Eastco Closing Date,the Company will provide pipeline-related services to the Shell Eastern R&M Business pursuant to the Shell Eastern R&M Pipelines Agreement (d) Services for the Shell Eastern R&M Business. From the Closing Date moil the Eastco Closing Date,the Company(or its Subsidiaries)will provide all services required to be provided to the Shell Eastern R&M Business pursuant to Equilon Only Affiliate Interim Services Agreements. All such services will be av)iasoow,wfs.wusrrny. as 5 981142 • EQUILON MASTER AGREEMENT provided by the Company at their fully allocated cost and when are performed by the Company(or it Subsidiaries)both for the�servicesy(ort Subsidiaries)and for the Shell Eastern R&M Business,then such its paformed by the Company and its Subsidiaries, will be representatives so as to enhance the Company.Businessand Sbelees,Easter or R&M Business without partiality. The services being p Eastern for the Shell Eastern R&M Business will be to the Company strategy set by senior management of Shell pafomied pursuant d thec overall Shell's senior management The Patties tmderstaod and he agree overall that direction senior ofi management will be acting on behalf ot;and for the sole interest of;Shell. (e) Services for the Deer ParkRefnay. Prom the Closing Date until the date of the assumption by the Company of Shell's obligations tmder the Deer Park Operating Age pursuant to Section 10.02 of the LLC Agreement the Company(or its Subsidiaries)will provide all services required to be provided to DPRLP Lpursuant to wil EquilonAffiliate Interim Services Agri, Al when similar services are performed by atded by the Company mpany their fully allocated cost and the Company(or its Subsidiaries)and for DP n such its Subsidiaries)both for performed by the Company 'f° services will be representatives so as and its Subsidiaries,officers,employees,��or DPRLP without enhance the Company Business and the business of DPRLP will ou P ty. The services being performed by the Company for management o Shell and pursuant to the overall strategy,set by senior directionnder the overall of Shell's senior management The Parties understand and ap • ee be acting on behalf 4and for the sole ntee that such senior management interest o>;DPRLP. (t) Restrictions on Information Transfer. real rerequired ne yin anyaAppliable Law,the Company,Texaco,Shell or otherwiseExcept as may be sable steps necessary to preclude the tram of any es competitively sensitive information from Star to Shell or its Affiliates(including to the employees and officers of the Shell Easteem R&M Business),or to Star from the Shell Eastern R&M Business,by anyone employed by or associated with the Company,Texaco,Shell or their Affiliates,or the control of the Company,Texaco,Shell or their AY offiliates,a means or device ydo mechanical or electrical device(*mending corn facsimile including transmission, via any Execot erencing o similar means of multiparty information asrequired include the following: Applicable Law,such shall - I 6 981142 I EQUILON MASTER AGREEMENT (i) no director,officer,employee or agent of the Company, Texaco,Shell or any of their Affiliates having access to any competitively sensitive information relating to Star,its business or its operations (including any information relating to Star pricing decisions,marketing strategies,brand positioning,customers,suppliers, trading or supply) shall provide any such information to any director,officer,employee or agent of Shell,any of its Affiliates or the Company if such director, officer,employee or agent provides services to or participates in any activity or decision relating to the business or operation of the Shell Eastern R&M Business; (n) no director,officer,employee or agent of the Company, Texaco,Shell or any of their Affiliates providing any services to or participating in any activity or decision relating to the business or operation of Shell Eastern R&M Business shall have access to competitively sensitive information relating to Star as set forth in clause(i) above; (iii) no director,officer,employee or agent of the Company, Texaco,Shell or any of their Affiliates having access to any competitively sensitive information relating to the Shell Eastern R&M Business,its business or its operations(including any information relating to Shell Eastern R&M Business pricing decisions,marketing strategies,brand positioning,customers,suppliers,trading or supply)shall provide any such information to any director,officer,employee or agent of Star, Texaco,any of their Affiliates or the Company if such director,officer, employee lyee or agent provides services to or participates in any activity or decision relating to the business or operation of Star; (iv) no director,officer,employee or agent of the Company, Texaco,Shell or any of their Affiliates providing any services to or participating in any activity or decision relating to the business or operation of Star shall have access to competitively sensitive information relating to the Shell Eastern R&M Business as set forth in clause(iii) above;and (v) subject to the provisions of clauses(i)-(iv)above,the Company may coordinate brand strategies for the Shell and Texaco brands,but only within the scope of the Equilon Business, rim iessoowarivency,N,on 7 • 981142 EQUILON MASTER AGREEMENT (g) Other Matters. If the Eastco Closing has not occurred by the Eastco Backstop Date,the Parties will negotiate in good faith such arrangements as be required to permit the Company to conduct the Company Business in the maymost commercially beneficial manner despite the absence of Easton. h r „b ARTICLE 3 WORKING CAPtrm.ADnxsn rr SECrioN 3.01. Closing Balance Sheet. (a)As promptly as practicable but no later than 90 days after the Effective Time, (i) Shell will prepare and deliver to Texaco(A)the Shell Closing Balance Sheet(the"Shell Closing Balance Sheet")for the assets and liabilities to be contributed or,with respect to the assets set forth on Attachment B I to Schedule 3.01 to the Working Capital Accotmting Principles, transferred for value(or caused to be contributed or transferred for value)to the Company by Shell pursuant to the Equilon Joint Venture Documents and(B)a calculation of Shell Closing Working Capital,in each case together with a report thereon(based on procedures agreed to by the Parties)of Price Waterhouse LLP;and (ii) Texaco will prepare and deliver to Shell(A)the Texaco Closing Balance Sheet(the'"Texaco Closing Balance Sheet")for the assets and liabilities to be contributed or,with respect to the assets set forth on Attachment B3 to Schedule 3.01 to the Working Capital Accotmting Principles,transferred for value(or caused to be contributed or transferred for value)to the Company by Texaco pursuant to the Equilon Joint Venture Documents and(B)a calculation of Texaco Closing Working Capital,in each case together with a report thaeoa(based on procedures agreed to by the Patties)of Arthur Andersen LLP. The Shell Closing Balance Sheet shall fairly present the consolidated financial position of the Shell Contributed Assets and Shell Assumed Liabilities at the Effective Time and the Texaco Closing Balance Sheet shall fatly present the consolidated financial position of the Texaco Contributed Assets and Texaco Assumed Liabilities at the Effective Time,in each case in accordance with the principles set forth on Schedule 3.01 hereto(the"Working Capital Accounting Principles"). The Shell Closing Balance Sheet and the Texaco Closing Balance (Pm InwoISAmswaItOlagarsW 8 EQUILON MASTER AGREEMENT Sheet(together,the"Closing Balance Sheets')shall include line items substantially consistent with those included in the Working Capital Accounting Principles. (b) If either Patty disagrees with the relevant accounting fire's calculation of either Shell Closing Working Capital or Texaco Closing Working Capital delivered pursuant to Section 3.01(a),such Party may,within 45 days after delivery of the documents referred to in Section 3.01(a),deliver a notice to the Company(with a copy to the other Party)disagreeing with such calculation and setting forth such Party's calculation of such amount Any such notice of disagreement shall specify those items or amounts as to which such Party disagrees,and such Party shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheets and the calculation of Shell Closing Working Capital and Texaco Closing Working Capital delivered pursuant to Section 3.01(a). (c) If a notice of disagreement has been delivered pursuant to 1 Section 3.01(b),each Party and the Company shall,dining the 45 days following the delivery of the last notice,use their respective best efforts to reach agreement on the disputed items or amounts in order to determine the amount of Shell Closing Working Capital or Texaco Closing Working Capital. It dining such period,the Company and each Party are unable to reach such agreement,they shall promptly thereafter cause a firm of independent accountants of nationally recognized standing satisfactory to each Party,promptly to review this Agreement and the Working Capital Accounting Principles and the disputed items or amounts for the purpose of calculating Shell Closing Working Capital and/or Texaco Closing Working Capital,subjea,in each case,to any scope of audit procedures that the Parties jointly agree upon. In making such calculation,such independent accountants shall consider only those items or amounts in the Closing Balance Sheets as to which the Parties have disagreed. Such independent accountant shall deliver to the Company and the Parties,as promptly as practicable,a report setting forth such calculation. Such report shall be final and binding upon the Company and each Party. The tost'of such review and report shall be borne by the Company. (d) Each Party agrees that it will,and will cause its respective independent accountant and the Company to,cooperate and assist in the preparation of the Closing Balance Sheets and the calculation of Shell Closing Working Capital or Texaco Closing Working Capital and in the conduct of the (NY)1tlnG01LAG7 w 1m'. . nepd 9 981142 EQUILON MASTER AGREEMEM audits and reviews referred to in this Section,including the making available,to the extent necessary,of books,records,work papers and petsonnei. SEcnort 3.02. Working Copftal ddjrarnurtt. (a)If Shell Final Working Capital exceeds Shell Base Working Capital,the Parties shall cause the Company to pay to the Shell Principal Member,in the manner and with iatarst as provided in Section 3.02(c),the amount of such excess. If Shell Base Woking Capital exceeds Shell Final Working Capital,Shell shall cause the Shell Principal Member to pay to the Company,in the manner and with interest as provided in Section 3.02(c),the amount of such excess. (b) If Texaco Final Working Capital exceeds Texaco Base Working Capital,the Parties shall cause the Company to pay the Texaco Principal Member, in the manner and with interest as provided in Section 3.02(c),the amount of such excess. If Texaco Base Working Capital exceeds Texaco Final Working Capital, Texaco shall cause the Texaco Principal Member to pay to the Company,in the manner and with interest as provided in Section 3.02(c),the amount of such excess. (c) Any payment pursuant to Section 3.02(a)or 3.02(b),as the case may be,shall be made at a mutually convenient time and place within 10 days after Shell Final Working Capital or Texaco Final Working Capital,as the case may be, has been determined. Such payment shall be made by the Company,the Shell Principal Member or the Texaco Principal Member,as the case may be,by wire transfer of immediately available funds to the account designated by the Person entitled to the payment and shall equal(i)the amount determined pursuant to Section 3.02(a)or 3.02(b),as the case may be,plus(ii)simple interest on such amount from the Effective Time to the date of payment. During any calendar month(or part of a calendar month)in which such interest accrues,the interest rate used in calculating the interest payment shall equal(A)the London Interbank Offered Rate for 30-day deposits on the first day of the month on which such rate was quoted plus(B)0.50%. (NV)IuwoivAGTtWEsrcoj sn+ 4 10 1 98t142 EQUILON MASTER AGREEMENT ARTICLE 4 REPRESENTATIONS AND WA amrms Each Party represents and warrants to the other Party as set forth below in Article 4;provided that no Party shall have liability to the other Party or any other Person(including any Person indemnified under Article 8)for the breach of any representation or warranty(other than those set forth in Sections 4.01,4.02, 4.03(a)(i),4.04,4.06(b),4.09 and 4.10)to the extent that the facts or circumstances that gave rise to such breach: (1) were actually disclosed in writing in the Due Diligence Process to any employee,attorney,accountant or other advisor of such other Party who was participating in the Due Diligence Process(the"Due Diligence Representatives"of such Patty);or (ii) would reasonably be expected to be discovered by such other Parry based on facts or circumstances so disclosed in writing during the Due Diligence Process;or (iii) were actually known to such other Party or such other Parry's Due Diligence Representatives on or prior to the Closing Date. SECTION 4.01. Organization,Standing and Power. Such Party and each of its Specified Subsidiaries is duly organized or formed,validly existing and in good standing under the laws of the jurisdiction in which it is so organized or formed and has full corporate,partnership or limited liability company power and authority necessary to enable it to perform its obligations under each Equilon Joint Venture Document to which it is,or is specified to be,a party.Each Party and each of its Specified Subsidiaries is duly qualified to do business as a foreign corporation,partnership or limited liability company and is in good standing in each jurisdiction where such qualification is necessary,except where the failure to so qualify or to be in good standing would not have a Company Material Adverse Effect SECnoN 4.02. Authority;Ereezaion and Delivery. Such Party and each of its Specified Subsidiaries has full power and authority to execute the Equilon Joint Venture Documents to which it is,or is specified to be,a party and to consummate ate the Equilon Joint Venture Transactions.The execution and delivery by such Party and each of its Specified Subsidiaries of the Equilon Joint Venture Documents to which it is,or is specified to be,a party and the consummation by R111 lusavlseAGRwwn,.1,—. pt 11 981142 EQUILON MASTER AGREEMENT such Party and each of its Specified Subsidiaries of the Equilon Joint Venture Transactions have been duly authorized by all necessary corporate,partnership or limited liability company action.Such Party and each of its Specified Subsidiaries has duly executed and delivered this Agreement and each other Equilon Joint Venture Document to which it is,or is specified to be,a party, required to be executed and delivered on the date this representation is made or deemed made,and this Agreement constitutes,and each such other Equilon Joint Ventre Document to which it is,or is specified to be,a party will,on the posing Date constitute(assuming,in each case,the due authorization,execution and delivery by each other party thereto,other than such Party's Specified Subsidiaries)its legal,valid and binding obligations,enforceable against it in accordance with its terms,subject to applicable bankruptcy,Solvency, fraudulent transfer,reorganization,moratorium and similar laws and judicial decisions of general applicability relating to or affecting creditors'rights generally. SEcrtom 4.03. No Conflicts:Consents. (a)The execution and delivery of this Agreement by such Party does not,the execution and delivery by such Party and each of its Specified Subsidiaries of each other Equilon Joint Venture Document to which it is,or is specified to be,a party will not,and the consummation of the Equilon Joint Venture Transactions and compliance with the terms of the Equilon Joint Venture Document will not conflict with,or result in A any violation of or default(with or without notice or lapse of time,or both)under, or give rise to a right of termination,cancellation or acceleration of any obligation or to loss of a material benefit under,or to increased,additional or accelerated rights or entitlements of any Person under,or result in the creation of any Lien upon any of the Contributed Assets or other properties or assets of such Party or any of its Specified Subsidiaries under,any provision of(i)any Organizational Document of such Party or its Specified Subsidiaries, cup except as disclosed in Schedule 4.03(a),any Significant Contract to which such Party or any of its Affiliates is a party or by which any of their respective properties or assets is bound or(iii)any Judgment or Applicable Law which is applicable to such Party or its Specified Subsidiaries or their respective properties or assets,other than,in the case of clause(iii)any such items that,individually and in the aggregate, would not have a Company Material Adverse Effect. (b) Except as disclosed in Schedule 4.03(b),there are no(i) Governmental Consents,(n7 registrations,declarations or filings with any Governmental Entity or(iii)Contractual Consents,in each case requited to be obtained or made by or with respect to either such Party or any of its Specified MA iauoow,wTtwEsrcmass...pd 12 981142 EQUILON MASTER AGREEMENT Subsidiaries in connection with(A)the execution,delivery and performance of the Equilon Joint Venture Documents to which it is,or is specified to be,a party or the consummation of the Equilon Joint Venture Transactions or(B)the conduct by the Company of the Company Business as of the Effective Time and, following the Effective Time,in accordance with the Initial Business Plan,other than,in each case,any such Governmental Consent,Contractual Consent, registration,declaration or filing that(1)could reasonably be expected to be obtained or made within a reasonable period after the Closing Date,(2)relate to any matter which arises tmder SH&E Laws or Employee Benefit Laws(whether or not representations relating to such matter are contained in the SH&E Agreement,the Shared Facilities Agreements or the Human Resources Agreement)or(3)if not obtained or made,would not,individually or in the aggregate,have a Company Material Adverse Effect. SECRON 4.04. Subsidiaries. Each Party,directly or indirectly,has the Beneficial Ownership of the outstanding Voting Securities of each of its Specified Subsidiaries set forth opposite the name of such Specified Subsidiary on Schedule 4.04. SECTION 4.05. Litigation. Except as set forth in Schedule 4.05,there are no(a)outstanding Judgments against or affecting such Party,any of its Specified Subsidiaries or its Contributed Assets or(b)Proceedings pending or,to the knowledge of such Party,threatened against or affecting such Party,any of its Subsidiaries or its Contributed Assets,by or against any Person(i)challenging or seeking to restrain or prohibit any of the Equilon Joint Venture Transactions,(I) seeking to prohibit or limit the ownership or the operation by the Company of the Company Business,(iii)seeking to impose limitations on the ability of the Company to acquire or hold,or exercise full rights of ownership of,the Contributed Assets of each Party or(iv)seeking to prohibit the Company from effectively controlling the Company Business,in each case other than any such Judgments and Proceedings that,individually and in the aggregate,would not have a Company Material Adverse Effect SECTION 4.06. Contributed Contracts;Significant Affiliate Contracts. (a) Except as set forth in Schedule 4.06(a),neither such Party nor any of its Specified Subsidiaries has received any written notice of the intention of any other party to any Contributed Contract to terminate such Contract,other than any such notices in respect of Contributed Contracts the termination of which,individually and in the aggregate,would not have a Company Material Adverse Effect (NV)e1350/01 /AGitWETIO:Vagaargl 13 98t142 EQUILON MASTER AGREEMENT Party's ( ) Al Significant Affiliate Contracts that constitute a part of such Worldwide Contributed Asset are disclosed on Schedule 4.06(b). Such Party(or its Significant Affiliate Affiliates)has complied in all material with each such CSECTION 4.07. Absence of Certain Changes. (a)Since December 1, 1997, there has not been any adverse change in the assets,results of operations or prospects(including the marketability of the brands)of such Party's Existing Business, changes(1)relating to United States economy in general,(ii) relatiannng to the oil industry or in general,(in)affecting both Parties in a similar manner(whether and in the affecting the rest of the oil industry)or(r,)which. Effect aggregate,would not have a Company Material Adverse (b) Except as set forth in Schedule 4.07(b),since December 1, 1997, neat date ere r ch P tenor any of its Subsidiaries has taken any actions that,if taken aftef,would violate the covenants set forth in Section 5.01. SECTION 4.08. Compliance with Applicable Laws. To the knowledge of such Party,its Existing Business has been conducted Applicable Laws(other than SH&E Laws,Applicableawsrelating to with Losses and Employee Benefits Laws,which are covered exclusively by the SH&E Agreement and the Shared Facilities Agri and the Htmoaa Resources Agr eem eathep in the aggregate,exceptfor instances ofnon-ccimpliance that, Effect Except as disclosed would not have a Company Material Adverse oot f individually and in the Schedule 4.08 and with such exceptions as would aggregate,have a Company Material Advewe(i)neither such Party nor any of its Subsidiaries has received since January 1, 1997 from a Governer Entityat alleges th writtens E notice xisting Business Gotha than or any material portion thereof is not in compliance with any Applicable Laws,Applicable Laws relating to Exposure Losses and Employee Benefits Laws,which are covered exclusively by the SH&E Agreement and the Shared Facilities Agreement;and the Human Resources respectively)and(n)neither such Party nor any of its Subsidiaries has received any nwanywritten investigationn under any Antitrust and Competition Ass oa itExisting Business with re to any of such Party's Contributed A s e oatedness is pending or that any such investigation is air ISMOVILAG[S pyparmimupl 14 9gti4 _ :* EQUILON MASTER AGREEMENT SECTION 4.09. Due Diligence. (a)To the knowledge of such Party,such Party either(i)(A)has made available to the other Party or its Due Diligence Representatives all books,records,financial statements,business plans, management appraisals,documents,Contracts and other material information requested in writing by the other Party(including erect copies of all Significant Contacts of such Party and any written notice of termination of any Significant Contract received by such Party);(B)instructed its and its Subsidiaries' employees,counsel,advisors and auditors to respond in writing to all written inquiries from the other Party(subject to any confidentiality agreements, applicable legal restrictions and any applicable privileges,including attorney- client and work-product privileges);and(C)to the extent requested in writing, provided full access to its and its Specified Subsidiaries'offices and properties,in each case pursuant to the Due Diligence Process;or(ti)expressly declined in writing to comply with any such request with respect to identified items or categories of information. (b) No books,records,financial statements,documents,Contacts or other material information requested in writing by the other Party which such Party failed to fully disclose when so requested(whether pursuant to the parenthetical in subsection 4.09(a)(iXB),pursuant to subsection 4.09(a)(il)or otherwise)would disclose that there were any significant WOES or omissions in the data disclosed during the Due Diligence Process;provided that no Party shall have liability to the other Party or any other Person(including any Person indemnified under Article 8)for the breach of this representation or warranty to the extent that the facts or circumstances that give rise to such breach were actually known to such other Party or such other Party's Due Diligence Representatives on or prior to the Closing Date. For the purposes of this representation and warranty,"significant errors or omissions in the data"means errors of facts or omissions of facts which have an adverse impact of at least SIO million on the net present value of the Shell Existing Business or the Texaco Existing Business. SEcrtote 4.10. Brokers or Finders. No agent,broker,investment banker or other firm or Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee in connection with any of the Equilon Joint Venture Transactions,except,as to Shell and its Subsidiaries,Morgan Stanley& Co.Incorporated,whose fees and expenses will be paid by Shell and,as to Texaco and its Subsidiaries,CS First Boston,whose fees and expenses will be paid by Texaco. c'm Isss601YAQccMEMOtagaww 15 991142 EQUILON MASTER AGREEMENT SECTION 4.11. No Other Representations Neither such Party nor any of its Subsidiaries shall be deemed to have made to the other Patty or its Subsidiaries any reputation or warranty other than as expressly set forth in Sections 4.01 Vthrough enture4'l0 and in tioas or warranties in other Equilon Joint ARTICLE 5 Acium r s Arm Covelorrs Each Party agrees and covenants with the other Party as follows: SECTION 5.01. Covenants Relating to Conduct of Existing Except as disclosed on Schedule 5.01,each of such PartyB� • ifi Subsidiaries shall,from the date hereof to the Closingand each onf its Specified Business in the ordinary course of business and • in itsmon Existing as conducted as of the date of this (exceptsubstantially in the thereto ed to the Equilon Joint Venture Transactions),A d in co for changes material respects with all Applicable Laws provided that inmpliance all ng the forego such otherwise or any of itsCo Subs red Assets is of foregoing dispositions to such proceeds of all such or any of its Party and its Subsidiaries do not exceed S1 million,(i)such • assets Party or nubsidiaies may not dispose of any real property or pipeline excess of any othere if�t�for which P� ��Net Proceeds in assets would otherwise be Contributed Assets and the aggregate proceeds of all such dispositions to such Party and its Subsidiaries exceed S1 million(but do not exceed$100 million)unless such dispositions are disclosed to the other Party and the Net Proceeds of all such dispositions(which Net Proceeds may consist,in whole or in part,of the assets that were acquired such disposition)which occur prior to the Effective Time are contribued to in Company,('ii)such Party or any of its Subsidiaries may dispose of any Held Assets in aaordaoce with Article 4 of the Asset Transfer Separately Net Proceeds of such Separately Held Assets are contributed to�y in • accordance with nor w the won Joint Venture Documents and(iv)neither such Patty would otherwise shall dispose of any other non•cmteat assets which • the wise be Contributed Assets if the aggregate beds of all such dispositions to such Party and its Subsidiaries exceed SI00 million- em 11150915/AQIS.MaSROLgrasty 16 98t14 EQUILON MASTER AGREEMENT I (b) Neither such Party nor any of its Subsidiaries shall take any action that would,or that could reasonably be expected to,result in any of the conditions set forth in Article 6 not being satisfied. SECTION 5.02. No Solicitation. Neither such Party nor any of its Subsidiaries shall,nor shall they authorize or permit any officer,director or employee thereof or any investment baoka,attorney,accountant or other representative retained by them to,(i)solicit,initiate or encourage any"Other Bid"(as defined below),(ii)enter into any agreement with respect to any Other Bid or(iii)participate in any discussions or negotiations regarding,or furnish to any Person any information with respect to,any Other Bid. As used in this Section 5.02,"Other Bid"shall mean,with respect to a Party,any proposal to acquire in any manner any of the Contributed Assets of such Party,other than(A) the Equilon Joint Venture Transactions and(B)transactions permitted,under Section 5.01(a). SECTIoN 5.03. Confidentiality. Each Party acknowledges that the information being provided to it from the date hereof through the Closing Date in • connection with the Equilon Joint Venture Transactions is subject to the terms of the confidentiality agreements between it and the other Party dated as of May 21, 1996,the terms of which(tnc uding the exceptions thereto and the termination • provisions thereof)are incorporated herein by reference. SECTION 5.04. Best Efforts. On the terms and subject to the conditions of this Agreement and the other Equilon Joint Venture Documents,each Party and f its Affiliates shall use its best efforts to cause the Closing to occur as soon as practicable after the date hereof(but subject to the satisfaction of the conditions set forth in Article 6),including taking all reasonable actions necessary to(i) comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing and(ii)resolve such objections,if any, and to defend against such clams if any,as may be asserted by any Governmental Entity with respect to the contemplated transactions under the Antitrust and Competition Laws; provided however,that,except as required by the Consent Decree,under no circumstances shall such Party or any of its Worldwide Affiliates,without its consent(which consent shall be entirely discretionary),be required to agree to any prohibitions or limitations on the ownership or operation of any portion of any business or assets of such Party or any of its Worldwide Affiliates,or be compelled to dispose of or hold separate any portion of any business or assets of such Party or any of its Worldwide Affiliates. • PM WSW 17/AGIS.WES1LOIur .rpl 17 @y 991142 • EQUILON MASTER AGREEMENT SEcnON 5.05. Expenses; Transfer Tares. (a)Whether or not the Closing takes place,and except as set forth in Section 2.14 of Schedule B hereto and Article 8,and the Cost Sharing Agreement dated as March 18, 1997 among Shell Oil Products Company,SRI,Star and Texaco(the"Cost Sharing Agreement'', or as otherwise agreed from time to time by the Parties in writing,all coats and expenses inclined in connection with the preparation of the Equilon Joint Venture Documents and the consummation of the Equilon Joint Venture Transactions, including all costs and expenses incurred pursuant to Section 5.04,shall be paid by the Person incasing such expense(other than the fees and expenses of Richards,Layton&Finger,P.A.,which shall be borne by the Parties in the same relative proportions as the cost and expenses addressed by the Cost Sharing Agreement). (b) Any liability,obligation or commitment for transfer,documentary, sales,use,registration,value-added and other similar taxes,governmental fees or other like assessments or charges of any kind whatsoever and related amotmts • (including any penalties,interest and additions thereto)(each,a"Transfer Tax") applicable to the contribution of Contributed Assets by a Party or its Specified Subsidiaries shall be paid by such Party. The other Party shall cooperate with such Party in providing any information and documentation that may be necessary to obtain exemptions from any such Transfer Tax. SECTION 5.06. Supplemental Disclosure. (a)Each Party shall have the obligation reasonably prompdy(1)to supplement or amend the Schedules hereto applicable to such Party or its Specified Subsidiaries with respect to any matter hereafter arising or discovered that,if existing or known at the date of this Agreement,would have been required to be set forth or described in such Schedules and(ii)with respect to matters for which no Schedule exists,to notify the other Party if any representation or warranty ceases(or will cease by the Effective Time)to be true and correct by providing an additional Schedule with respect to such representation or warranty.No disclosure contained in such supplemented,amended or additional Schedules shall limit any right of the other Party and its Specified Subsidiaries to decline to consummate the Closing if such supplemented,amended or additional Schedules disclose that any of the representations or warranties of such Party or its Specified Subsidiaries contained in this Agreement(by reference to the Gttp.tes hereto on the date hereof)are not true and correct at and as of the Closing Date;provided that if the Closing shall occur,there shall be no right to indemnification for breach of representations and warranties pursuant to Section 8.01(axi)or 8.01(b)(i),as the case may be,with (NY)I MOO IYAMS.WtS7ty p,ssar,-py 18 EQUILON MASTER AGREEMENT respect to matters disclosed in any of such supplemented,amended or additional Schedules prior to the Closing Date. (b) Such Party shall promptly notify the other Party if it obtains knowledge of the occurrence of any event or condition or the existence of any fact that would cause any of the conditions to the other Party's obligation to consummate the Equilon Joint Venture Transactions not to be fulfilled and shall furnish to the other Patty any information it may reasonably request with respect thereto. SECTION 5.07. Publieiry. No public release or announcement concerning the Equilon Joint Venture Transactions shall be issued by any Party or any of its Affiliates without the prior consent of the other Party,except as,in the opinion of counsel of such Party,such release or announcement is required by law or the rules or regulations of any United States or foreign securities exchange or commission(in which case the Party required to make the release or announcement shall allow the other Party reasonable time to comment on such release or announcement in advance of such Stance);provided,however,that such Party may make internal announcements to its and its Subsidiaries' • employees that are consistent with the Parties'prior public disclosures regarding the Equilon Joint Venture Transactions. SECTION 5.08. Further Assurances. From time to time prior to and after the Closing,as and when requested by the other Party,such Party shall execute and deliver,or cause to be executed and delivered,all such documents and instruments and shall take,or cause to be taken,all such further or other actions (subject to Section 5.04),as such other Party may reasonably deem necessary or desirable to consummate the Equilon Joint Venture Transactions. SECTION 5.09. Performance by Specified Subsidiaries. Each Party hereby agrees to cause each of its Specified Subsidiaries that is a patty to any Equilon Joint Venture Document to perform all of such party's obligations thereunder in accordance with their respective terms and conditions. In furtherance o4 and without limiting the generality of,the foregoing,each Party(the"Guarantor") hereby guarantees the full and punctual performance by each of its Specified Subsidiaries of each and every obligation of such Specified Subsidiary under the Equilon Joint Venture Documents to which such Specified Subsidiary is a party in accordance with the terms and conditions of such Equilon Joint Venture Documents.Each Guarantor hereby agrees that its obligations hereunder shall be unconditional,irrevocable and absolute and,without limiting the foregoing,shall, (NY)Ill SOMIYAattwPS11 #s. ..$ 19 991142 EQUILON MASTER AGREEMENT to the fullest extent permitted by Applicable Law,not be released,discharged or otherwise affected by,the invalidity,irregularity or unenforceability of this Agreement,the LLC Agreement or any other Equilon Joint Venture Document, the absence of any action to enforce the same,any aaension,renewal,settlement, compromise,waiver or release in respect of any obligation of any of such Guarantor's Specified Subsidiaries under this Agreement,the LLC Agreement or any other Equilon Joint Venture Document(except in conformity therewith),any modification or amendment of or supplement thereto(except in conformity therewith)or any modification or amendment thereof or supplement thereto,any change in the corporate existence,structure or ownership of any of such Guarantor's Specified Subsidiaries or any Bankruptcy proceeding affecting any of such Guarantor's Specified Subsidiaries or its assets or any resulting release or dicrh.rge of any obligation of any Specified Subsidiaries of such Guarantor wider this Agreement,the LLC Agreement or any other Egan Joint Ventre Document,any waiver or consent by the other Party or any of its Specified Subsidiaries with respect to any provisions hereof or thereof,the recovery of any judgment against any of the Specified Subsidiaries of such Guarantor or any action to enforce the as,the existence of any claim,set-off or other rights which the Guarantor may have at any time against the Company,the other Party or any of its Specified Subsidiaries,whether in connection herewith or with any unrelated transaction(provided that nothing herein shall prevent the assertion of any such claim,set-off or other rights by separate suit or counterclaim),or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives diligence, presentment,demand of payment,or filing of claims with a court in the event of Bankruptcy of any Specified Subsidiary of such Guarantor,any right to require a proceeding first against any Specified Subsidiary of such Guarantor,protest, notice and all demands whatsoever and covenants that the obligations set forth herein will not be discharged except by complete performance of the obligations of the Specified Subsidiary or Specified Subsidiaries of the Guarantor under the relevant Equip Joint Venture Documents. If the other Party or any of its Specified Subsidiaries is required(by any Governmental Entity or otherwise)to return to the Guarantor or any of its Specified Subsidiaries,or any receiver, trustee,assignee,liquidator,sequestrator or similar official charged with maintaining possession or control ova property for one or more creditors acting in relation to the Guarantor or such Specified Subsidiary,any amount paid by the Guarantor or such Guarantor's Specified Subsidiary to such Party or its Specified Subsidiary,the guarantee obligations hereunder,to the extent theretofore discharged,shall be reinstated in full force and effect. (NY)ItSSOIOINAGSS WESTCOVant 20 981142 EQUILON MASTER AGREEMENT SECTION 5.10. Guaranty by TRW TRW Holdings. Texaco Pipeline. Texaco Trading Texaco Convent and Texaco Anacortes. TRMI,TRMI Holdings, Texaco Pipeline,Texaco Trading,Texaco Convent and Texaco Anacortes hereby jointly and severally guarantee the full and punctual performance by Texaco of each and every obligation of Texaco under each Egmion Joint Venture Document (whether as a party thereto or as a guarantor under Section 5.09 of its Specified Subsidiaries'obligations),in each case in accordance with the terms and I4 conditions of such Equilon Joint Venture Document,to the same extent as Texaco guarantees the full and punctual performance by each of its Specified Subsidiaries under Section 5.09. All rights and obligations of Texaco under Section 5.09 shall apply,mutatis mutandis,to the rights and obligations of TRMI,TRMI Holdings, Texaco Pipeline,Texaco Trading,Texaco Convent and Texaco Anacottes under this Section 5.10. SECTION 5.11. Guaranty by Shell Newco. Shell Newco hereby guarantees the full and punctual performance by Shell of each and every obligation of Shell under each Equilon Joint Venture Document(whether as a party thereto or as a guarantor under Section 5.09 of its Specified Subsidiaries' obligations),in each case in accordance with the terms and conditions of such Equilon Joint Venture Document,to the same extent as Shell guarantees the full and punctual performance by each of its Specified Subsidiaries under Section 5.09. All rights and obligations of Shell under Section 5.09 shall apply,mutatis mutandis,to the rights and obligations of Shell Newco under this Section 5.11. ARTICLE 6 Commons PRECEDENT The obligation of each Party and its Specified Subsidiaries to enter into and complete the Closing and to consummate the Equilon Joint Venture Transactions is•subject to the satisfaction on the Closing Date of the following conditions,any one or more of which may be waived by such Party to the extent permitted by law: SECTION 6.01. Governmental Consents. All material Governmental Consents,or registrations,declarations or filings with,or expiation of waiting periods imposed by or agreed with,any Governmental Entity necessary for the consummation of the Equilon Joint Venture Transactions shall have been obtained,filed or discharged or shall have occurred. Ono)IU5GVImuis esrCMosowt 21 981142 EQUILON MASTER AGREEMENT SECTION 6.02. No Injtatetions or Restraints. No Applicable Law or Judgment meted,entered,promulgated,enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of all (or a material portion)of the Equilon Joint Venture Transactions shall be in effect. SECnow 6.03. Representations and Warranties.The representations and warranties of the other Party made in this Agreement shall be true and coerect,as of the Closing Date as though made as of such date,except to the extent such representations and warranties expressly relate to an earlier date(m which case such representations and warranties shall be true and coma as of such earlier date). SECTION 6.04. Compliance with Obligations. The other Party and its Specified Subsidiaries shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be pafomud or complied with by such other Party or such Specified Subsidiaries by the Closing Date. SECTION 6.05. Absence of Proceedings. Except for the Consent Decree, there shall not be pending or threatened by any Governmental Entity or any other Person any Proceeding(m each case,that has a reasonable tilxelibood of success) (i)challenging or seeking to restrain or prohibit any of the Equilon Joint Venture Transactions,(ti)seeking to prohibit or limit the ownership or the operation by the Company of the Company Business or to compel either Party,or any of its Worldwide Affiliates,to dispose of or hold separate any material portion of its business or assets,in each ease as a result of the consummation of the Equilon Joint Venture Transactions,(iii)seeking to impose limitations on the ability of the Company to acquire or hold,or exercise full rights of ownership ot;the Contributed Assets of each Party or(iv)seeking to prohibit the Company from effectively controlling in any material respect the Company Buainas. SECTIoN 6.06. Initial Budget and Business Plan. The Initial Budget and the Initial Business Plan shall have been approved by the Parties. SECnoN 6.07. Change of Control.There shall not have occurred any Change of Control since the date of this Agreement SEcnop 6.08. Equilon Joint Venture Documents. The Company and each other party thereto(other than such Party or its Specified Subsidiaries)shall have entered into the Equilon Joint Venture Documents required to be entered into on • MY)raswory�, s.wETIoyaa.r.,,p 2 981142 fi I..II EQUILON MASTER AGREEMENT or prior to the Closing Date to which it is or is specified to be a party,other than each such Equilon Joint Venture Document to be executed after the Closing Date in accordance with Section 2.04 hereof and Section 2.05 of the Asset Transfer 2 Agreement. SEcnow 6.09. Working Capital Settlement.Each of the Parties shall be reasonably satisfied with the method chosen to achieve proportionality as of the lit Effective Time of the liabilities to be assumed by the Company in accordance J with Schedules 3.0IA and 3.01B to the Asset Transfer Agreement provided that under no circumstances shall any Person be required to make any payments to achieve such proportionality as of the Effective Time. SEcnON 6.10. Opinion of Counsel. There shall have been delivered to the other Party,opinions of (i)William G.Hougland,Associate General Counsel of Shell,as counsel for Shell and its Specified Subsidiaries,and(ii)Paul R.Lovejoy, , Assistant General Counsel of Texaco,as counsel for Texaco and its Specified Subsidiaries,or such other counsel designated by each of the respective Parties as ii the other Party may approve,which approval shall not be unreasonably withheld, ; in each case dated the Closing Date. Each such opinion shall be limited to(i)due organization of the respective Party and its Specified Subsidiaries,(ii)due authorization by such Party and its Specified Subsidiaries to consummate the Equilon Joint Venture Transactions,(iii)due execution by such Party and its 1 i N Specified Subsidiaries of the Equilon Joint Venture Documents other than each such Equilon Joint Venture Documents to be executed after the Closing Date in accordance with Section 2.04 hereof and Section 2.05 of the Asset Transfer Agreement and(iv)the Equilon Joint Venture Documents not conflicting or contravening the organizational documents of such Party and its Specified Subsidiaries,subject to such qualifications,exceptions and assumptions customary for a transaction of this nature. There shall also have been delivered to each Party,the opinion of Richards,Layton do Finger,P.A.,as Delaware counsel to the Company,dated the Closing Date,in form and substance satisfactory to each Party and on such matters as the Patties may reasonably request. SEcnoN 6.11. Provision of Services. The Parties shall have agreed upon the mrebanic ne terms and conditions for providing all or substantially all services required by the Company for the conduct of its business,including the entry by the Company and Pipeco and the Parties or their Affiliates into such Equilon Only Interim Services Agreements,Equilon Only Loaned Personnel Agreements,Equilon Only Affiliate Interim Services Agreements and the Equilon Only Human Resources Agreement r•'+Y)It75NCI5IAGKWE57COaraty 1 23 {: t 981142 r EQUILON MASTER AGREEMENT SECTION 6.12. Certified Resolutions;Incumbency. The other Party shall have furnished or caused to be furnished such other documents to the corporate existence and the authority to consummate the Equilon Joint enom Transactions of such other Party and such other Party's Specified Subsidiaries (including true and complete copies of applicable board of director resolutions, certification of incumbency of those persons executing the Equilon Joint Venture Document required to be executed on the Closing Date and applicable Organizational Documents,in each case as amended and in MI face and effect on the date of this Agreement and,if subsequently amended,on the Closing Date, each certified by such Party's corporate secretary or other senior officer),and such other matters as it or its counsel may reasonably request SECfnoN 6.13. Frustration of Closing Conditions. Neither Party may rely on the failure of any condition set forth in this Article 6 to be satisfied if such failure was caused by the action or inaction of such Party or any of its Specified Subsidiaries,or failure to use its best efforts to cause the Closing to occur to the extent required by Section 5.04. ARTICLE 7 TERMINATION SECnoN 7.01. Termination. (a) Notwithstanding anything to the contrary in this Agreement,this Agreement may be terminated and the Equilon Joint Venture Transactions abandoned at any time prior to the Closing Date: (i) by mutual written consent of the Parties;or (ii) by either Party,if the Closing does not occur on or prior to the date which is six months after the date hereof» provided,however,that the Party seeking termination pursuant to clause(ii)is not in breach of any of its representations,warranties,covenants or agreements contained in this Agreement in any material respect (b) In the event of termination by a Party pursuant to this Section 7.01, written notice thereof shall forthwith be given to the other Party,and the Equilon Joint Venture Transactions shall be abandoned without further action by any Party. oM rumor btars. travosa . td 24 981142 • EQUILON MASTER AGREEMENT SECTION 7.02. Effect of Termination. If this Agreement is terminated and the Equilon Joint Venture Transactions are abandoned as described in Section 7.01,this Agreement shall become null and void and of no further force and effect,except for the provisions of(i)Section 4.10 relating to broker's and finder's fees,Cu)Section 5.03 relating to the obligation of each Party to keep confidential certain information and data obtained by it from the other Party,Clip) Section 5.05 relating to certain expenses,(iv)Section 5.07 relating to publicity, (v)Section 7.01 and this Section 7.02,(vi)Article 8,(vii)Section 1.02 of Schedule B hereto relating to notices,(viit)Section 1.01 of Schedule B hereto relating to indemnification procedures,(nx)Section 1.04 of Schedule B hereto relating to waiver and(x)Article 2 of Schedule B hereto relating to arbitration and dispute resolution. Nothing in this Section 7.02 shall be deemed to release any Party from any liability for any breach by such Party of the terms and provisions of this Agreement. ARTICLE 8 INDEMNinciatoN SEcnow 8.01. Indemnification by Each Party. (a)Subject to Section 8.02, Shell shall imi mnify the Company,Texaco and Texaco's Worldwide Affiliates and their respective officers,directors,shareholders,employees, representatives,agent or trusters against,and hold them harmless from,any Losses,as incurred(payable promptly upon written request),in each case,to the extent arising from,relating to or otherwise in respect of (i) any breach of any representation or warranty of Shell or its Specified Subsidiaries contained in this Agreement or any other Equilon Joint Venture Document,other than a breach that result in the Company's inability to obtain the full economic benefit(subject to the associated burdens)of any Shell Contributed Asset,which breach shall be governed solely by Section 8.01(aXv); Cu) any breach of any covenant of Shell or its Specified Subsidiaries contained in this Agreement or any other Equilon Joint Venture Document; (NY)I11156O0/AattM67x70w.arr.wpd 25 991142 EQUILON MASTER AGREEMENT ( ) (A)any Shell Retained Liabilities or(B)any Claim by a Third Party which relates to or arises from the Shell Contributed Assets or the Shell Existing Business and from events or conditions occurring or elating prior to the Effective Time(other than the obligations and • IiabrTthes expressly assumed by the Company pursuant to the Equilon Joint Venture Documents); (iv) any fees,expenses or other payments incurred or owed by Shell or its Specified Subsidiaries to any brokers,financial advisors or comparable other persons retained or employed by it in connection with the Equilon Joint Venture Transactions;and (v) the inability of the Company or any of its Subsidiaries to obtain the full economic benefit(subject to the associated burdens)of any Shell Contributed Asset(whether such benefit is obtained through the Company's or its Subsidiaries' direct beneficial ownership of such Shell Contributed Asset,by assignment of Contracts to the Company or its Subsidiaries,or by the Company or its Subsidiaries,as the case may be, and Shell and its Affiliates acting in accordance with Section 2.4 of the Asset Transfer Agreement)which inability persists for at least 12 months inrniedi.t ly following the later of the Closing Date or the Effective Time. (b) Subject to Section 8.02,Texaco shall indemnify the Company,Shell and Shell's Worldwide Affiliates and their respective officers,directors, shareholders,employees,representatives,agents or trustees against,and hold them harmless from,any Losses,as incurred(payable promptly upon written request),in each case,to the extent arising from,relating to or otherwise in lcarcc.t of: (i) any breach of any representation or warranty of Texaco or it Specified Subsidiaries contained in this Agreement or any other Equilon Joint Venture Document,other than a breach that results in the Company's inability to obtain the full economic benefit(subject to the associated burdens)of any Texaco Contributed Asset,which breach shall be governed solely by Section 8.01(bxv); (d) any breach of any covenant of Texaco or its Specified Subsidiaries contained in this Agreement or any other Equilon Joint Venture Document (ter)Itl1601LAmmantnj . qd 26 981142 ■ EQUILON MASTER AGREEMENT (iii) (A)any Texaco Retained Liabilities or(B)any Claim by a ' Third Party which relates to or arises from the Texaco Contributed Asses or the Texaco Existing Business and from events or conditions occurring or existing prior to the Effective Time(other than the obligations and liabilities expressly assumed by the Joint Venture Documents); Company pursuant to the Equilon (iv) any fees,expenses or other payments incurred or owed Texaco or its Specified Subsidiaries to any brokers,financial by or comparable other persons retained or employed lion with h the Equilon Joint Venture Transactions;and d it in motion with (v) the inability of the Company or any of its Subsidiaries to obtain the full economic benefit(subject to the associated burdens)of any Texaco Contributed Asset(whether such benefit is obtained through the Company's or its Subsidiaries'direct beneficial ownership of such Texaco Contributed Asset,by assignment of Contracts to the Company or its Subsidiaries,or by the Company or its Subsidiaries,as the case may be, and Texaco and its Affiliates acting in accordance with Section 2.4 of the Asset Transfer Agreement)which inability persists for at least 12 months immediately following the later of the Closing Date or the Effective Time. (c) Notwithstanding anything to the contrary contained in this Agreement,no indemnified Person shall make any claim for a Loss under Section 8.01(aX)or 8.01(b)(i),as the case may be,until the Loss incurred by such indemnified Person and its Worldwide Affiliates in respect of any single occurrence(or group of related occurrences)giving rise to such Loss exceeds S 10 million,and then such indemnified Person shall make a claim only with respect to the amount by which such Loss exceeds S I0 million. (d) Notwithstanding the provisions of Sections 8.01(aXti)and 8.01(b)(uii),any indemnification claims relating to(i)any SH&E Losses and Exposure Losses shall be made exclusively pursuant to the SH&E Agreement and the Shared Facilities Agreements and(ii)any Losses that are the subject of indemnification under Section 10.01 of the Texaco Tradename and Trademark License Agent or Section 10.01 of the Shell Tradename and Trademark License Agreement,as the case may be,shall be made exclusively thereunder. (e) Notwithstanding anything to the con Agreement,no indemnified Person shall make anyclaim contained Loss in this for a under tusavismartnncoftessi 27 991142 EQUILON MASTER AGREEMENT Section 8.01(aXv)or 8.01(bXv),as the case may be,until the Loss incurred by the Company as a result of the Company's inability to receive the economic benefits referred to therein exceeds 510 million,and then such indemnified Person shall make a claim only with respect to the amount by which such Loss to the Company exceeds$10 million. (I) The fact that any Party made representations or warranties with respect to a matter or a related matter shall not affect such Party's indemnification obligations with respect to such matter under Sections 8.01(aXti)-(v)or 8.01(b)(ii}(v). SecnoN 8.02. Termination of Indemnification. The obligations to infirmni fy and hold harmless any Person pursuant to Section 8.01,shall terminate when the applicable representation,warranty,agreement or covenant terminates pursuant to Section 8.03;provided ho never,that such obligations to iodannify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified shall have,before the expiration of the applicable period,made a claim by delivering(i)a notice of the assertion of a Claim fora Loss hereunder,(ii)a notice pursuant to Section 1.02 of Schedule B or(m')an Arbitration Notice in respect of such claim pursuant to Section 2.01 and 2.04 of Schedule B to the Person to be providing the indemnification. SECTION 8.03. Exclusivity:Survival. (a)After the Closing,Section 8.01 shall constitute the exclusive remedy for any misrepresentation or breach of . warranty contained in or arising under this Agreement,the Asset Transfer Agreement and the other Equilon Joint Venture Documents. (b) The covenants contained in the Asset Transfer Agreement and in Sections 1.01,2.04,4.10,5.05(a)and 5.07 through 5.11 shall survive the Closing and shall not terminate.Except as provided in the preceding since,the representations,warranties,covenants and agreements contained in this Agreement or the Asset Transfer Agreement shall survive the Closing solely for purposes of Article 8 and shall terminate on the second anniversary of the earlier of(a)the Eastco Closing Date and(b)the Eaauo Backstop Date. (NY)1121S60WAGr5.VES11Th s.git 28 1 981142 01/15•'98 le:13 3-e14 F ; iLTOi + 922124505E84 rC.J22 i . EQUILON MASTER AGREEMENT TUG HOLDINGS INC. For the limited purpose of agreeing to its obligations under Santis=5.10 1. Br �•' •'�- is N *Fr. T,•erat l't� Title: t.T•c. r., . TEXACO PIPELINE INC. For the limited purpose of *peeing to its obligations wider • Section 5.10 sr Net Tide: TEXACO TRADING AND TRANSPORTATION INC. For the limited outpost of agreeing m its obfigatioas eider Snobs 5.10 sr Has: Tick oniMal u aa.w+mmpas 991142 EQUILON MASTER AGREEMENT TRMI HOLDINGS INC. For the limited purpose of agreeing to its obligations under Section 5.10 By: Name: Title: TEXACO PIPELINE INC. For the limited purpose of agreeing to its obligations under • Section 5.10 By: Ai %it- Name: Title: • TEXACO TRADING AND TRANSPORTATION INC. For the limited purpose of agreeing to its obligations under Section 5.10 // p Br 4a— /t/L�j't Name: Title: an,insoms Acts-wastcoene*$ 981142 • EQUILON MASTER AGREEMENT TEXACO CONVENT REFINING INC. For the limited purpose of agreeing to its obligations under Section 5.10 1 By. Name: Title: TEXACO ANACORTES COGENERATION COMPANY For the limited purpose of agreeing to its obligations under Section 5.10 lJ By: AnLit, 16-10rLtr,-;t- Name: Title: SOPC HOLDINGS WEST LLC For the limited purpose of agreeing to its obligations under --�� Section 5.11 By: d 4 e ' Title: Rm iuwoi3Acrs.wINrod p.lanne 991142 EQUILON MASTER AGREEMENT IN WITNESS WHEREOF,this Agreement has been duly executed by the parties as of the day and year first above written. SHELL OIL COMPANY By:Cn/M7 r « TEXACO INC. By: Name: Tide: TEXACO REFINING AND MARKETING INC. For the limited purpose of • agreeing to its obligations under Section 5.10 By: Name: Tide: ( Y)Itl7001S/AQTS.M07LQlsta,sw 991142 81/15/58 18:13 GLEN+ F TILTtN • 912124505684 pc.tQ22 �., '2 rst EQUILON MASTER AGREEMENT IN WITNESS WHEREOF,this Aft has bees duly executed by the patties as of the day aod.yser fir above Wtiuta SHELL OIL COMPANY • ar Name: Title TEXACO INC. Br �� N�Cr T.'a irate Tide Tide: Sw. v . TEXACO REFINING AND MARXETING INC. Fa the limited purpose of appaeiag to its obiptious wider Section S.IO Br Name: Tide tart ias,ssanmiemeammia 981142 For office use only 036 Please include a typed Mall to: Secretary of State self-addressed envelope Corporations Section 1560 Broadway, Suite 200 19981022209 C MUST BY TYPED Denver, CO 80202 $ 75.00 RUNG FEE: $75.00 (303)894-2251 SECRETARY OF STATE MUST SUBMIT TWO COPIES Fax(303) 894-2242 02-04-98 11:49:52 FILED COPY APPLICATION FOR CERTIFICATE OF AUTHORITY OF A FOREIGN LIMITED LIABIUTY COMPANY Pursuant to the provisions of the Colorado Limited labity Company Act, the undersigned limited iabity company hereby applies for a Certificate of Authority to tensed business in the State of Colorado,and for that purpose,submits the following statement FIRST: The name of the Imited finked labity company* Equilon Enterprises LLC SECOND: The name which It elects to use in Colorado is* • If the name in the jurisdcton of organization is not avaiable in Colorado. THIRD: Itl organized under the laws of Delaware • FOURTH: The date of ib organization Y January 15, 1998 FIFTH: The address of the proposed registered office In Colorado is(Include City,State,Zip) 1675 Broadway. Denver. Colorado 80202 and the name of Its proposed registered agent in Colorado at that address is THE CORPORATION COMPANY SIXTH: The address of Its pnnclpal office(Include City,State,Zip) 1209 Orange Street, Wilmington, Delaware 19801 SEVENTH: THIS APPLICATION MUST BE ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING ISSUE BY THE JURISDICTION OF ITS ORGANIZATION AND DATED WITHIN NINETY(BO)DAYS OF THE FILING OF THE APPUCATION. Signature /(63 - J. F. Boles, Vice President Its Auth. Agent (Manager,Member or Authorized Agent) (COL. - LLC 3206 - 12/4/95) Revised 51•44 99i142 State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "EQUILON ENTERPRISES LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A-.LEGAL .EXISTENCE ,SO FAR,AS THE RECORDS OF THIS OFFICE SHOW, .AS OF THE SECONI DAX,'OF FEBRUARY', ,A.D. 1998 . AND I.DO 'HEREBY R'HER CERTIFY THATNTHE ANNUAL TAXES HAVE NOT BEEN ASSESSED TO DATE. N.; r eibelhettil Edward J.Fred,Secretary of State • AUTHENTICATION: 2838754 8300 8896481 DATE: 99, O4(1+7, a 991.142 ., . . .. .. ,— ___ .._ ......._ • Statdbf Delaware Office of the Secretary of Slate - PAGE I I, EDWARD J. ?REEL, SECRETARY OF STATE OF TEE STATE Or DICAWARE, DO HEREBY CERTIFY TEE ATTACHED IS A TRUE AND CORRECT COPY OF TEE CERTIF ...5SE/ FNUM:47L'ilit8TDPSZO:OANY OF "EQUILON ENTERPRISES Pdaibl *Pt :.;PterEing 11 Tr -.0c a, ..„...a.z.a.a........, .4r epkr11;72ENTE DAY .OF ‘"4 -4• „O '" JANUARY, AID.6188,orael:30 0'CLOCK P.14.-"bit Ave \ -4l 4 al i _it"' .21,-.4 t• 4_1,3 .1.\-NN‘91. 1111%.... i - g . 4:5‘t14:ALL, .., c0;...4c cjits,* ::,,P.„- .V.ii -.4 AV ,-, 44. 'graa .9 07a ,A1 Cr...?::::::je - 1 ' 1431:: k. pa, .-.0.. 14 71,,,-.0.4..a --.-,i...,, ,wr., :. • 1 Ok-I il _a 1/2 ;I' or- 1(11 iiri -it trek(.77:'',..4.-ct, -e:v .• Ityill -1.?• • A "itn\ I 1/231!Loipf••;:et-,•-.."; •,-.•'- .1vortec. 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Edward cFreel,Secretary of State ,.... _ *--t-•' AUTHENTICATION: 2838754 8100 8869022 DATE: 981018'786 01-15-98 981142 01/13/S4 TEE La_24 Fez 302 aaa a51a 7i1 EaRDS Layer a FINGER SUIT or DE,•naaa %tot flzrlar OP raft DIVISION OP CVRpQaarzc us tIZLO 06:30 Pa QI/15/2998 962028786 - 2829754 CERTIFICATE OF FORMATION OF EQUILON ENTERPRISES LLC • This Caaficate of Formation of Equilan Enterpris LW(the'LW ),dated as of January 15, 1998,is being duly executed and filed by Paul M.Altman.as an authorized person, to form a limited liability company under the Delaware Limited liability Company Act (6 Del.6§18-101,g n.). FIRST. The name of the limited liability company formed hereby is Egnilon Enterprises LLC. SECOND, The address of the registered office of the LLC in the State of Delaware is do The Corporation That Company,Corporation Trust Center, 1209 Orange Street,Wilmington, New Castle Canty,Delaware,19801. THIRD. The name and teas of the registered agent for service of process on the LLC in the State of Delaware are The Corporation Trust Company,Corporation Trust Center,1209 Orange Street,Wilmington,New Castle County,Delaware, 19801. AT WITNESS WHEREOF,the undersigned has executed this Certificate of Formation as of the date fast above written. &h7 Name: Paid M.Altman Title: Authorized Person 1111.727,10.1 991142 Ult IS/b0 1G. tots CIL 40U JJUU ytfl LJ-Jo UJ: EQUILON ENTERPRISES LLC INititintgffigninnCONSFNT pp r•HE vnm ozmazzania Tbc undersigned,being all of the principal members Members")of Equilan Enterprises.LLC,a Delaware limited liability company M ,hereby tmanimoosly consent in writing in lieu of a meeting of the embers Committee,to the adoption of the resolutions set forth herein. CHIEF EXECUTIVE OMalt RESOLVED,That J.M.Morgan is hereby elected Chief Executive Officer of the Company,to serve for three years unless he earlier resigns removed by the Principal Members. or is aliarDaNCIALsanza RESOLVED,That David f}ik.ls4r is hereby elected Chief Financial Officer of the Company,to serve for thee years unless he earlier resigns or is removed by the Principal Members. OFFICERS RESOLVED,That the following named individuals are each hereby elected to the office set opposite his or her name: Name 121:&ce David E. Kinnan General Counsel John Boles Vice President,Portfolio Planning and Development John Darnley Vice President, Sales Art Nicoletti President, Supply/Trading Chuck L.Persya Chief Operating Officer, Supply/Trading Cathy A.Lamboley Vice President,Commercial Products Mark A Witliamc Vice President,Transportation Phftuwrounascitem e 991142 uyiyy/NO 14:10 rAn cl.c 4au JJuu uJ u.]J Louise Nemanich Vice President,Lubricants Paul A. Cuneo Vice President,Tecbnology Lynn L.Elsenhans Vice President,Refining Sam Maresca,Jr. Vice President,Marketing and Brands Management John Price Vice President,Retail Operations Mike Carlucci Treasurer AUDITORS RESOLVED,That the firms of Arthur Anderson LLP and Price Waterhouse LLP are hereby jointly appointed as auditors of the Company to serve for the fiscal year 1998 or until a successor firm or firms shall be appointed. DELEGATION OF AUTHORITY TO EXECU'NVE OFFICER RESOLVED, That the Chief Executive Officer of the Company is hereby authorized to the extent he deems advisable or appropriate in the normal and ordinary conduct of the Company's business and affairs: (1) in the Company's name'and on its behalf;(i)to execute,deliver,accept, assign, amend,extend,terminate or release any instruments or documents including,but not limited to(a)conveyances of properties(real or personal); (b)agreements of any nature,including transportation agreements,throughput agreements and agreements related to intellectual properties; (c)security interests(to the exhort such interests do not violate any of the outstanding indentures or other agreements of the Company or, as applicable,those of Shell Oil Company or Texaco Inc.or their respective worldwide affiliates);and(d)surety bonds,performance guarantees and similar obligations of the Company;and(ii)to execute and deliver(a)certificates; (b)reams;and(c)reports of any nature; am 11550/01WISOaquilan,,yd 2 991.142 so o (2) to appoint employees or agents of the Company and prescribe in writing the authorities and duties of any officers,employees or agents of the Company,which he may deem advisable or appropriate;and (3) to authorize any officer or any employee of the Company to further delegate in writing,with such limitations as such delegating officer or employee may deem advisable or appropriate, the authorities delegated to such officer or employee. POLICY STATEMENTS AND CODE OF CONDUCT RESOLVED,That the Company adopt policy,statements on safety,health and envimmnentsl matters and equal employment opportunity,and an initial statement of general principles for an interim Code of Conduct prepared as of the date of the Company's formation. RESOLVED,That these policies be communicated to all personnel of the Company as required standards of conduct. RESOLVED, That within six months of the date of the Company's formation there be developed by the Company a complete statement of Code of Conduct and policy statements that the Company may require,and appropriate procedures for promulgating the Code of Conduct and achieving compliance b the Company and all personnel with the Code of Conduct and all policy Y statements. BANKING AUTHORITIES RESOLVED,That the Chief Executive Officer,Chief Financial Officer, Treasurer and Assistant Treasurer are hereby severally authorized to the extent advisable or appropriate in the normal and ordinary conduct of the business and affairs: (1)to open and maintain bank Company's accounts such banks or trust companies; (2)to cause to be depositeduche Company in in such accounts from time to lime such ftmds of the Company;(3)to designate,from time to time,the officers and agents of the Company authorized to sign or countersign checks, drafts,or other orders for the payment of money issued in the name of the Company against such accounts;and(4)to specify the extent of authority of each of such officers and agents,including,without limaitation,the use of a facsimile signature,provided that two signatures shall be required for each check,draft or other order issued,except(a)that one duly authorized facsimile signature shall be sufficient,and(b)that one signature,either facsimile or manual,shall be am rasswoumca w asspi 3 981142 sufficient on payroll,petty cash or draft accounts if so provided in the authorization_ REGISTERING TO DO RTTSTNF%,% RESOLVED, That for the purpose of authorizing the Company to do business in any state of the United States and the District of Columbia which it is necessary or expedient for this Company to transact business,the Chief Executive Officer,the Chief Financial Officer,the Secretary and Assistant Secretaries of this Company each are hereby authorized in the name and on behalf of the Company, and where necessary,under the Company seal,to appoint and substitute all necessary agents or attorneys for service of process,to designate and change the locations of all necessary statutory offices and to make, sign and file,and to appoint and substitute agents or attorneys to make,sign or file,all necessary certificates,reports,powers of attorney and other instruments as may be required by the laws of such state,territory,dependency or county to authorize the Company to transact business therein and whenever it is expedient for the Company to cease doing business therein and withdraw therefrom,to revoke any appointment of agent or attorney for services of process,and to file such certificates,reports,revocation of appointment,or surrender of authority as may be necessary to terminate the authority of the Company to do bncinwcc in any such state,territory, dependency or country,and all such actions taken before this date are hereby authorized, approved and ratified. SEAL RESOLVED,That the Company use and adopt a seal,in a form to be approved and ratified by the Chief Executive Officer,as the seal of the Company, with the approval of the Chief Executive Officer to be evidenced in any appropriate fashion. AUTHORITIES FOR BORROWING RESOLVED,That the aggregate principal amount of all outstanding indebtedness for borrowed money of the Company and its subsidiaries,including guarantees by the Company of indebtedness for money borrowed by any related or unrelated party, shall not exceed S3,000,000,000(three billion dollars). RESOLVED,That the Members Committee has determined that it is in the best interests of the Company for the Chief Executive Officer, Chief Financial Officer,Treasurer and any Assistant Treasurer and such proper officers as any of (at)1t77NO13aCECJapa, 4 991142 u rlOr bJ a..1J l.l. aa� YJV JJUV urn LU-au LII.JUJO the foregoing may designate("Designated Officer")to be, and each of them hereby is, authorized from time to time to borrow Amos in the name of the Company in accordance with the terms of the foregoing resolution and to execute and deliver such documents as may be required to obtain such commitments of credit as he or she deems advisable and to effect any such borrowings, all in such form as such authorized or Designated Officer shall approve,his or her approval (as to the lending parties,tam,principal amount,interest rates and other temts and conditions of such indebtedness,including commitment fees,if any)to be conclusively evidenced by his or her execution thereof. RESOLVED,That the signature of an authorized or Designated Officer upon any evidence of indebtedness or guarantees referred to in the foregoing resolutions may be either manual or facsimile,but,if facsimile,shall be manually countersigned or authenticated by any other authorized or Designated Officer or the Secretary or any Assistant Secretary of the Company or any agent of the Company appointed for such purpose,and Anther that such Awe signature may be imprinted or otherwise reproduced,and the Cnmp"ty hereby adopts such facsimile signature as its own;and that the Chief Executive Officer and such proper officers as aforesaid be,and each of them hereby is,authorized to execute and deliver on behalf of the Company an agreement or agreements countersigned by the Chief Financial Officer in such form as the executing officer shall approve (such approval to be conclusively evidenced by his or her execution of said agreement)to indemnify and hold harmless any innocent purchaser for value of such evidence of indebtedness,and/or any other person concerned,against any and all loss,liability,claim, damages or expenses arising out of any act done in reliance upon the authenticity of any such faraimil►signature. INITIAL BUSINESS PLAN AND INITIAL,BUDGET RESOLVED,That the Initial Budget and the Initial Business Plan in the form delivered to the Principal Members on the date of the Company's formation are hereby approved in all respects for all appropriate operational activities governed thereby,subject to the understanding that a detailed review of the Initial Budget and Initial Business Plan will be made at the March 1998 Members Committee meeting and that until such time,individual projects with capital budgets in excess of S20 million will be subject to specific approval by the Members Committee. 1998 MEETING DATES RESOLVED,That regular meetings of the Members Committee shall be held on the following dates in 1998 in the location indicated,or at such time and tar)ulmoIS441SaquLLm.Ra 5 981142 place as shall hereafter be designated by notice to the Representatives by the Company Secretary. Meeting Date Proposed Location March 31 New York,New York May 4 Houston, Texas lime 30 To be determined September 15 Houston,Texas November 12 To be determined December 3 New York,New York DECLARE,That this Unanimous Written Consent is adopted pursuant to the Delaware Limited Liability Company Act,and the limited liability company agreement of the Company,and shall be inserted in the minute book of the Company, and shall be effective January 15, 1998. Shell Principal Member Group by SOPp Hol ' West LLC Ayr By: ipN. “ Title: Texaco Principal Member Group fining ark etin c. By: Name: Title: om ussaarsmasciyuaanad _. _ _ 6 981142 CERTIFICATE EOUILON ENTERPRISES LLC I, DAVID E. KINNAN, as General Counsel and Secretary (designate) of Equilon Enterprises LLC, a Delaware limited liability company ("Company"), hereby certify that following is the true and correct text of Section 3.02(a) of the Company's Limited Liability Company Agreement, and that this text has not been amended or rescinded and is in full force and effect: SECTION 3.02. Ownership Percentages. (a) General. As of the Effective Time, the ownership percentage (the "Ownership Percentage") of each Principal Member Group's Ownership Interest in relation to all of the then outstanding Ownership Interests shall be as set forth below: Principal Member Group Ownership Percentage Shell 56% Texaco 44% I HEREBY FURTHER CERTIFY that there is no separate stock or ownership interest register and no stock certificates or functional equivalent thereof with respect to ownership of interests in the Company. IN WITNESS WHEREOF, I have executed this certificate this 12th day of March, ' 1998. David ti Kinnan, General Counsel and Secretary(designate) 991.142 Ec ,g, I.'-; FG 173 • PAGE 1 00256 Matt at 3911dre a tip_ Office of Secretary of State I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF TEXACO REFINING AND MARKETING INC. FILED IN THIS OFFICEE ON THE riENTY-EIGHTH DAY OF DECEMBER, A.D. 1989, AT 9 :01 O 'CLOCK A.M. 1 1 1 1 1 1 1 1 1 1 ? -I. FOR RECORD ,i'a:�rt i • 7.0. 1! --Ca es. • am.• t RECORDER (11 *3.00 STATE DOalli <IT �� Michael tins, Sareury of Suce A ENTICATION: 12468334 759362079 DATE: 12/29/1989 991.142 :c ti I 25FG 174) FLED CERTIFICATE OF INCORPORATION DEC• :31919j OF . 1 Texaco Refining and Marketing Inc. 5) 0 / ARTICLE I The name of the Corporation is Texaco Refining and Marketing Inc. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is No. 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV The total number of shares of stock which the Corporation has authority to issue is 10 shares of Common Stock, with a par value of One Hundred Dollars ($100) per share. 981142 3125FcI ; _ Each share of Common Stock shall be equal to every other share of Common Stock in every respect. Each share of the Common Stock shall entitle the holder thereof to one vote upon all matters upon which stockholders have the right to vote. ARTICLE V All powers of the Corporation shall be exercised by or under the direction of the Board of Directors except as otherwise provided herein or required by law. For the management of the business and for the conduct of the affairs of the Corporation, and in further creation, definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders and not in limitation of the powers conferred by the laws of the State of Delaware, it is further provided: (1) Elections of directors need not be by written_ ballot unless the ByLaws of the Corporation shall so provide; and (2) The Board of Directors is expressly authorized and empowered to adopt, amend, or repeal all or any of the ByLaws of the Corporation. (3) The personal liability of the directors of the Corporation is hereby eliminated to the fullest • _2_ 991142 6;1-: RI25PG176 extent permitted by paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. ARTICLE VI The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. ARTICLE VII The name and mailing address of the sole incorporator is as follows: Name Mailing Address N. S. Truax 32 Loockerman Square, Suite L-100 Dover, Delaware IN WITNESS WHEREOF, the undersigned, being the sole incorporator named above, has hereunto set her hand and seal this 28th day of December, 1989. N. S. T , Inc rporator • -3- 991142 State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT "TEXACO REFINING AND MARKETING INC. " IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORDS OF THIS OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS. THE FOLLOWING DOCUMENTS HAVE BEEN FILED: CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 1989, AT 9 :01 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE THIRD DAY OF MAY, A.D. 1990, AT 10 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE NINETEENTH DAY OF JUNE, A.D. 1990, AT 10 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE FIRST DAY OF OCTOBER, A.D. 1990, AT 9 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-FOURTH DAY OF DECEMBER, A.D. 1990, AT 10 O' CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 1991, AT 10 O'CLOCK A.M. 911696 8310 �pury"� ?4%o498 981169932 +`ram �`�: Edward J. Free[, Secretary of State rj icy AUTHENTCATION: DATE: 981142 State of Delaware PAGE 2 Office of the Secretary of-State CERTIFICATE OF OWNERSHIP, FILED THE FIRST DAY OF APRIL, A.D. 1991, AT 10 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE SECOND DAY OF MAY, A.D. 1991, AT 10 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-SECOND DAY OF JULY, A.D. 1991, AT 11 :30 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE SEVENTH DAY OF SEPTEMBER, A.D. 1993, AT 9 O'CLOCK A.M. CERTIFICATE OF MERGER, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 1993, AT 11:15 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE THIRTEENTH DAY OF OCTOBER, A.D. 1994, AT 9 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE FIFTH DAY OF DECEMBER, A.D. 1994, AT 9 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE 2217666 8310 ��" ' . 061152 981169932 t/+ -Y `.+r hi 05-04-98 Edward J.Freel, Secretary of State AUTHENTICATION: DATE: 991.142 State of Delaware PAGE 3 Office of the Secretary of State BEEN FILED TO DATE. 2217666 8310 ePGry, !/ 5052 0611 9811699324-98 052 ti `? Edward J.Free!,Secretary of State AUTHENTICATION: DATE 981142 ' 06/12/98 12:44 $71J ^�1, 3975 _ SHELL/LEGAL 48S f�j 002/041 State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "SHELL {WESTCO} HOLDINGS LLC", CHANGING ITS NAME FROM "SHELL {WESTCO} HOLDINGS LLC" TO "SOPC HOLDINGS WEST LLC", FILED IN THIS OFFICE ON THE SIXTH DAY OF JANUARY, A.D. 1998, AT 4 O'CLOCK P.M. •l Edward J,Fred,Secretary of State 2837181 8100 AUTHENTICATION: 8855332 981006022 DATE: 01-08-98 981142 06/12/98 12:45 2r713 941 3875 SHELL/LEGAL 485 003/041 01/08/98 14:28 8i1J 241 4855 �- " - - TJ HONARD t 002/002 Certificate of Amendment to Certificate of Formation of Shell (Westco] Holdings LLC It is hereby certified that: 1. The name of the limited liability company (hereinafter called the "limited liability company") is Shell [Westco] Holdings LLC. 2. The certificate of formation of the limited liability company is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article: "FIRST: The name of the limited liability company is SOPC Holdings West LLC. 3. The effective time of the amendment herein certified shall be the close of business on January 7, 1998. EXECUTED on January 6, 1998, by the undersigned officer, duly authorized thereunto. Hower , rest en tmw • 981142 06/12/98 12:45 e713 941 3975 SHELL/LEGAL 48S f�004/041 State.ofDelaware PAGE 1 Office of the Secretary of State I, EDWARD a. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED LIABILITY COMPANY OF "SHELL {WESTCO) HOLDINGS LLC", FILED IN THIS OFFICE ON THE TWENTY—SECOND DAY OF DECEMBER, A.D. 1997, AT 12 O'CLOCK P.M. • -4--, V 6:44,14,1 � ) Edward J.Free!,Secretary of State 2837181 8100 AUTHENTICATION: 8832894 971443976 DATE: 12-23-97 981142 06/12/98 12:45 V712 '41 3975 _ _ SHELL/LEGAL 48S lit 005/041 12/22/97 10:23 21713 241 4855 _ SHELL OIL CO CSO Z O02/002 CERTIFICATE OF FORMATION OF SHELL [WESTCOj HOLDINGS LLC The undersigned, being authorized to execute and file this Certificate of Formation, hereby certifies that: FIRST: The name of the limited liability company is Shell W Holdings LLC [ estcoJ SECOND: The name and address of the registered agent for service of process and registered office of the company are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. • IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 22nd day of December 1997. SHELL OIL PRODUCTS COMPANY Authorized Person • By- T. • ward Assistant Secretary 98114Z 06/12/98 12.46 1,2710 241 3975 SHELL/LEGAL 485 006/041 CONFIDENTIAL AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOPC HOLDINGS WEST LLC, a Delaware Limited Liability Company dated as of January 15, 1998 among SHELL MARTINEZ REFINING COMPANY, SHELL ODESSA REFINING COMPANY, SHELL WOOD RIVER REFINING COMPANY, SHELL OIL COMPANY, SHELL PIPE LINE CORPORATION, SPL HOLDINGS INC., SHELL MARKETING HOLDINGS, L.L.C., SHELL MARKETING RESOURCES, L.L.C., SHELL OIL PRODUCTS COMPANY, PLANTATION HOLDINGS LLC and SOPC HOLDINGS WEST LLC hd.n+..p\OIW\(q piW lLi l'+?LUi19.N 981142 1/I4% I I Ol,m 06/12/98 12:46 '8`713 'Al 3975 SHELL/LEGAL 485 Cm 007/041 CONFIDENTIAL AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOPC HOLDINGS WEST LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SOPC Holdings West LLC, a Delaware limited liability company (the "Comnanv"), dated as of January 15, 1998 among Shell Martinez Refining Company, a Delaware corporation ("Martinez"); Shell Odessa Refining Company, a Delaware corporation ("Odessa"); Shell Wood River Refining Company, a Delaware corporation ("Wood River); Shell Oil Company, a Delaware corporation ("Shell"); Shell Pipe Line Corporation, a Maryland corporation ("SPLC"); SPL Holdings Inc., a Delaware corporation ("SPLH"); Shell Marketing Holdings, L.L.C., a Delaware limited liability company ("SMH"); Shell Marketing Resources, L.L.C., a Delaware limited liability company ("S,_.tivtg"); Shell Oil Products Company, a Delaware corporation ("SOPC"); Plantation Holdings LLC, a Delaware limited liability company (" ratio "); and the Company. WITNESSETH: WHEREAS, Shell is the sole member and owner of all of the issued and outstanding limited liability company interests of the Company; WHEREAS, Martinez, Odessa, Wood River, Shell. SPLC, SPLH, SMH, SMR, SOPC and Plantation (collectively, the "Subscribers") desire to invest in and become members of the Company, Shell desires to continue as a member of the Company, the Subscnbers and Shell desire to subscribe for limited liability company interests in the Company, and the Company desires to permit the Subscribers to become members of the Company and to issue limited liability company interests to the Subscribers and Shell, all in accordance with the terms of this Agreement; WHEREAS, Shell desires to amend and restate the existing Limited Liability Company Regulations of the Company (the "Original A eement"), prior to the Subscribers becoming members of the Company, to reflect the rules and regulations of the Company and the terms and conditions of their relationships as members of the Company, and the Subscribers desire to be bound, at such time as they become members of the Company, with the amended and restated terms of the Original Agreement. NOW, THEREFORE, in consideration of the agreements and obligations set forth herein, the parties hereto hereby agree to amend and restate in its entirety the Original Agreement as follows: AMENDED AND RESTATED r Wu a ‘wpq{91L19tl10190119](0t9.ry i(1Mtl 11 Olam LLC AGREEMENT OF SOPC HOLDINGS WEST LLC 981142 ' 06/12/98 12:47 12713 241 3975 SHELL/LEGAL 485 008/041 CONFIDENTIAL ARTICLE 1 DEFINITIONS Section 1.01. Definitions; Usage. Unless the context shall otherwise require. terms used herein shall have the meanings assigned thereto in a ule hereto, and all rules as to usage set forth therein shall apply hereto. ARTICLE 2 PURPOSES OF THE COMPANY Section 2.01. Jurisdiction of the Company. The Company has been organized as a limited liability company under the Delaware Act. The rights, duties and liabilities of the Members shall be as provided in this Agreement, which supersedes and restates the Original Agreement. Section 2.02. Name of the Company. The name of the Company is "SOPC HOLDINGS WEST LLC." The business of the Company shall be conducted under such name or such other trade or fictitious names as the Management Comminee may from time to time determine. Section 2.03. Purpose of the Company. The object and purpose of, and the nature of the business to be conducted by the Company is, engaging in any lawful act or activity for which limited liability companies may be permitted under the Delaware Act and engaging in any and all activities necessary or incidental to the foregoing, including but not limited to the investment in other Persons. In furtherance of its purpose, the Company (i) shall have and may exercise all of the powers now or hereafter conferred by laws of the State of Delaware on limited liability companies formed under the Delaware Act and (ii) shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the protection and benefit of the Company. Specifically, the parties to this Agreement acknowledge and agree that, on or immediately after the Class A Issue Date, the Company will contribute or cause to be contributed substantially all of its assets to Equilon in exchange for equity interests in Equilon on such terms as determined by the Management Committee. At all times after the contributions to Equilon, the equity interests held by the Company in Equilon and any other Persons primarily engaged in the oil products business shall constitute at least 75% of the value of the assets of the Company. Without any further act, approval or vote of any Person and notwithstanding any other provision of this Agreement,the Company, and each of the President or any Vice President of the Company, on behalf of the Company, is hereby authorized to execute, deliver and perform the Equilon Agreement and such other documents referred therein, including, without limitation, each document of conveyance as necessary to transfer the assets and property of the Company as set forth in the Equilon Agreement. The President or any Vice President of the Company is hereby authorized AMENDED AND RESTATED f'bs�1WDIOtl9‘019n019q 9irOW;y i,NMiJ 1 01 Olin. LLC AGREEMENT OF 2 SOPC HOLDINGS WEST LLC 981142 06/12/98 12:48 $713 241 3975 _ SHELL/LEGAL 485 _ 009/041 CONFIDENTIAL to enter into such other documents on behalf of the Company, but such authorization shall not be deemed a restriction on the power of the President or any Vice President of the Company, to enter into other agreements on behalf of the Company as and to the extent authorized by the Management Committee in accordance with this Agreement. Section 2.04. Office; Registered Agent. (a) The Company's registered agent and office in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. (b) The business address of the Company shall be designated by action of the Management Committee. Section 2.05. Term of the Company. The term of the Company commenced on the date of the filing of its Certificate of Formation with the Secretary of State of the State of Delaware and shall be perpetual, unless the Company is dissolved in accordance with the provisions of Article 11. Specifically, the term of the Company shall not be affected by and shall continue after the termination of the Class A Units pursuant to Section 2.06. Section 2.06. Term of Units. (a) The Class A Units shall automatically terminate without action of the Members or the Company on June 30, 2005 (the "Class A Termination Date°) Upon termination of the Class A Units, the Class A Holders shall cease to be Members and shall not be entitled to any payment or distribution from the Company by virtue of such termination. Following the Class A Termination Date and without any action on behalf of the Company or the Class A Holders, the certificates representing the Class A Units shall be extinguished, stricken from the records of the Company and shall have no further legal effect. The Class A Holders shall have no ownership rights in the Company by virtue of the possession of Class A Units after the Class A Termination Date, (b) The Class B Units shall have a perpetual term unless redeemed by the Company and cancelled in accordance with this Agreement. Section 2.07. Tide to Company Property. All property of the Company, whether real or personal, tangible or intangible, shall be owned by the Company as an entity, and no Member, individually, shall have any ownership interest in such property. Section 2.08. Certificates. The President or any Vice President of the Company is hereby designated as an authorized person within the meaning of the Delaware Act to execute, deliver and file, or cause the execution, delivery and filing of, all certificates required or permitted by the Delaware Act to be filed in the office of the Secretary of State of the State of Delaware. AMENDED AND RESTATED r‘aum��was�a is.�oi se D�roaVm Vl�rot n DI am LLC AGREEMENT OF 3 SOPC HOLDINGS WEST LLC 981142 • 06/12/98 12:49 11713 241 3975 SHELL/LEGAL 485 _ _ 1010/041 CONFIDENTIAL ARTICLE 3 MEMBERS Section 3.01. Admission of Members. (a) Each Person identified in Sched u1�4 pi shall be admitted to the Company as a Member upon the making by such Person of its Capital Contribution provided for in Section 4,01(a); provided that Shell has been a Member prior to the date of this Agreement and shall continue as a Member. (b) Any Person other than a Member admitted to the Company pursuant to Section 3.01(a) shall be admitted to the Company as a Member only (i) upon the transfer of outstanding Units in accordance with Article 9 or (ii) upon the issuance of additional Units upon the approval of the Management Committee and the Unanimous Approval of the Members, and in compliance with all other requirements set forth in this Agreement. Section 3.02. Liability for Debts of the Company; Limited Liability. (a) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager. (b) Except as otherwise expressly required by Applicable Law, a Member, in its capacity as such, shall have no liability to the Company or to any other Member in excess of payments required to be made by such Member under this Agreement, including the payments required pursuant to Section 4.04(c). (c) The provisions of this Agreement (including Article 8) are intended solely to benefit the Members and, to the fullest extent permitted by Applicable Law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement). To the fullest extent permitted by Applicable Law, no Member shall have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company. Section 3.03. Exculpation; Outside Activities. To the fullest extent permitted by Applicable Law (including Section 18-1 101(c) of the Delaware Act), no Member (which for the purposes of this Section 3.03 shall also include such Member's Affiliates, shareholders, partners, members, directors, managers, officers, employees, agents and representatives) shall have any fiduciary or similar duty, at law or in equity, or any liability relating thereto to the Company or any of its subsidiaries, or to any Member, with respect to or in connection with the Company or the Company's business or affairs, Without limiting the foregoing, to the fullest extent permitted by Applicable Law AMENDED AND RESTATED t Idoviwowtmo1smm9nsrrorom.in.nee rol.m LLC AGREEMENT OF 4 SOPC HOLDINGS %/EST LLC 981142 06/12/98 12:50 $`713 241 3975 SHELL/LEGAL 485 _ 011/041 CONFIDENTIAL (including Section 18-1 101(c) of the Delaware Act), the doctrine of corporate opportunity or any other analogous doctrine, shall not apply with respect to the Company. Without limiting the generality of the immediately preceding sentence, no Member shall have any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company, (ii) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company, (iii) doing business with any client or customer of the Company, or (iv) employing or otherwise engaging a former officer or employee of the Company; and, neither the Company nor any Member shall have any right by virtue of this Agreement in or to, or to be offered any opportunity to participate or invest in, any venture engaged • or to be engaged in by any Affiliate of any other Member or any right by virtue of this Agreement in or to any income or profits derived therefrom. In furtherance of and without limiting the foregoing, to the fullest extent permitted by Applicable Law (including Section 18-110I(c) of the Delaware Act), each Member hereby waives any claim for breach of fiduciary duty against any other Member or any Manager, and the Company hereby waives any claim for breach of fiduciary duty against any Member or any Manager, in each case, with respect to the Company or the Company's business or affairs. ARTICLE 4 CAPITAL CONTRIBUTIONS; INTERESTS; AUTHORIZED SECURITIES Section 4.01. Capital Contributions. (a) As soon as practicable after the execution of this Agreement, each Person identified in aglipAgesm shall make the Capital Contribution set forth opposite its name (under the column "Capital Contribution") in such schedule. Each such Capital Contribution shall be paid to the Company (I) if cash, in immediately available funds in United States dollars by wire transfer to such account as has heretofore been designated in writing by the Company, or(ii) if property, pursuant to appropriate deeds, assignments, bills of sales or other transfer documents or in such other manner as shall be approved by the Management Committee. Upon the receipt by the Company of the Capital Contributions provided for in this Section 4.01(a), the Company shall issue to each Person identified in e e 4.01 the number of Class A Units or Class B Units set forth opposite its name(under the column "Number of Units") set forth in Schedule 4 Ol. The Capital Contributions of Shell shall include all Capital Contributions made by Shell to the Company prior to the date of this Agreement. AMENDED AND RESTATED r clad 'P'MMU19110194I9]f Otl9m1�HgA'I I:OIam LLC AGREEMENT OF 5 SOPC HOLDINGS WEST LLC 981142 06/12/98 12:51 H'710 241 3975 SHELL/LEGAL 48S - _ 2 012/041 CONFIDENTIAL (b) No Member shall be obligated to make any additional Capital Contributions to the Company other than those provided for in paragraph (a) above and in Section 4.04 Section 4.02, Nature of Interests. A limited liability company interest in the Company, or Unit, is personal property. A Member shall have no rights in respect of or interest in specific property of the Company. Section 4.03, Authorized Securities, The limited liability company interests in the Company shall be represented by units (each a "Unit." and collectively, the " its") and shall be divided into two classes, Class A Units and Class B Units. Units may be issued in whole or in fractions of a Unit. The relative rights,powers, preferences, limitations and restrictions of the Units shall be as set forth in this Agreement. Section 4.04. Post-Closing Determination; Adjustments; Additional Capital Contributions. (a) Prior to December 31, 1998,the Management Committee shall make a final determination of the value of all property contributed to the Company as Capital Contributions. The method of valuation shall be consented to by all Members. In the event that the Members shall not agree upon the method of valuation on or before June 30, 1998, the Management Committee shall select an independent appraiser which shall prepare an appraisal of all contributed property on or before December 31, 1998, which shall be conclusive as to the value of all contributed property. The determination of the value of the Capital Contributions shall be referred to herein as the "Post-Closing Determination." All costs incurred in connection with the Post-Closing Determination shall be borne by the Company. (b) if the aggregate value of the Capital Contributions of the Class A Holders as determined by the Post-Closing Determination is other than that stated in Schedule 4.01 then the Class A Participation Multiple shall be adjusted accordingly. (c) If the aggregate value of the Capital Contributions of the Class B Holders as determined by the Post-Closing Determination is less than 83%of the aggregate Capital Contributions of all Members (using the values set forth in the Post-Closing Determination), then the Class B Holders (on a pro rata basis determined by their relative Unit ownership, unless otherwise agreed by the Class B Holders) shall contribute or cause to be contributed, an additional Capital Contribution (in form reasonably acceptable to the Management Committee and the Class B Holders) in sufficient amount to cause the Present Value Equivalent of the aggregate Capital Contributions of the Class B Holders as of the Class A Issue Date to be at least 83% of the aggregate Capital Contributions of all Members(using the values set forth in the Post-Closing Determination). All additional Capital Contributions pursuant to this Section 4.04(c) shall be valued consistent with the methodology as used in the Post-Closing Determination or, in the absence of such methodology, by the appraiser selected to perform the Post-Closing Determination. AMENDED AND RESTATED t�avaWowwmwewreus:roraauviusr n-ni.m LLC AGREEMENT OF 6 SOPC HOLDINGS WEST LLC 981142 06/12/98 12:52 $713 241 3975 _SHELL/LEGAL 485 ®01J/041 CONFIDENTIAL (d) If, based upon the values in the Post-Closing Determination, the ratio of the Capital Contributions of any Class A Holder as compared to all Capital Contributions of the Class A Holders is more or less than the ratio of the Class A Units held by such Class A Holders as compared to the total number of Class A Units outstanding, then the number of Class A Units held by each of the Class A Holders as set forth on c edu e 4.01 shall be amended as is necessary such that the ratio of Class A Units held by each Class A Holder as compared to the total number of Class A Units Outstanding is equal to the ratio of the Capital Contributions of such Class A Holder as compared to all Capital Contributions of the Class A Holders. Schedte 4 01 and the certificates representing Class A Units shall be appropriately amended to reflect such changes set forth in this Section 4.04. (e) If, based upon the values in the Post-Closing Determination and after consideration of the contributions required in Section 4.04(c), the ratio of the Capital Contributions of any Class B Holder as compared to all Capital Contributions of the Class B Holders is more or less than the ratio of the Class B Units held by such Class B Holders as compared to the total number of Class B Units outstanding, then the number of Class B Units held by each of the Class B Holders as set forth on wed_�e 4 01 shall be increased or decreased, as is necessary, such that the ratio of Class B Units held by each Class B Holder as compared to the total number of Class B Units Outstanding is equal to the ratio of the Capital Contributions of a Class B Holder as compared to all Capital Contributions of the Class B Holders. Schedule 4 01 and the certificates representing Class B Units shall be appropriately amended to reflect such changes as set forth in this Section 4.04. (f) If, prior to the Post-Closing Determination, any Distribution is made to the Holders, then any subsequent Distribution shall be adjusted to reflect the revised ownership of the Units as if any Distribution made prior to the Post-Closing Determination were made in accordance with the revised allocation of Units as described in this Section 4.04. (g) In connection with the Post-Closing Determination, the Company shall, prior to December 31, 1998, project the average Shell Annual Net Cash Flows through December 31, 2004 and shall make appropriate adjustments to the Class A Participation Multiple, if necessary. Section 4.05. No Preemptive Rights. No Member shall have any preemptive, preferential or other similar right with respect to (i) the making of additional Capital Contributions to the Company; (ii) the issuance or sale of Units of any class or series; or (iii) the issuance or sale of any other limited liability company interests or securities of the Company. Section 4,06. Loans from Members. Loans by a Member to the Company shall not be considered Capital Contributions. If a Member is a lender to the Company, in AMENDED AND RESTATED ‘eu�wp�OW�pl pi�010[193fOM'¢i9/N9Fi LOlunLLC AGREEMENT OF 7 SOPC HOLDINGS WEST LLC 981142 • 06/12/98 12:53 'H`71J 2.41 3975 SHELL/LEGAL 48S _ f�014/041 CONFIDENTIAL exercising its rights as a lender, including making its decision whether to foreclose on property of the Company, such lender will have no duty to consider (i) its status as a Member, (ii) the interests of the Company, or (iii) any duty it may have to any Member or the Company. ARTICLE 5 DISTRIBUTIONS Section 5.01. Class A Units. (a) Subject to any restrictions and limitations set forth in this Agreement, each Class A Holder shall be entitled to receive, when, as and if declared by the Management Committee, out of funds legally available therefor, Distributions equal to the number of Class A Units such Class A Holder owns times the Class A Annual Distribution payable on each Annual Distribution Date relating to the six Fiscal Years ending subsequent to the Class A Issue Date (i.e., the first Class A Annual Distribution shall be payable on the Annual Distribution Date relating to the Fiscal Year ending December 31, 1998). Notwithstanding any provision herein to the contrary, the Management Committee shall be permitted to declare, and cause the Company to pay, special distributions to Class A Holders at any time in reasonable anticipation of the next Class A Annual Distribution (each such distribution referred to herein as a "aosigi Distribution"). In the event that a Special Distribution is declared and paid, the next Class A Annual Distribution (and, if necessary, any subsequent Class A Annual Distributions) shall be reduced by the amount of such Special Distribution so declared and paid. (b) On the Annual Distribution Date following December 31,2004, each Class A Holder shall be entitled to receive a Distribution equal to the number of Class A Units such Class A Holder owns times the Class A Cumulative Distribution. c) In addition to the ass A Cumulative Distribution, the Class A shall be entitled to artic pat on al pro a a basis with all Class A Holders and Classers 6 Holders according to the number of Units held as compared to the aggregate number of Units outstanding in any other Distributions by the Company which are declared and payable during the period which begins on January I, 2005 and ends on the Class A Termination Date. (d) The Class A Holders shall not be entitled to any Distributions, whether payable in cash,property or stock, in excess of the Class A Annual Distribution, Class A Cumulative Distribution, and the Distribution provided For in Section 5.01(c), except as provided in Section 5.01(a). (e) Nothing contained in this Article 5 shall be construed or deemed to require the Management Committee to declare, or the Company to pay or set apart for payment, any Distributions on the Class A Units at any time. AMENDED AND RESTATED [.�a.u�.p�msai�noiveinrorsm:vi�,.�r,i ioi,m LLC AGREEMENT OF $ SOPC HOLDINGS WEST LLC 981142 06/12/98 12:54 8'71J 241 3975 SHELL/LEGAL 48S_ ®O15/041 CONFIDENTIAL Section 5.02. Class B Units, (a) Subject to any restrictions and limitations set forth in this Agreement, the Class B Holders shall be entitled to receive, when, as and if declared by the Management Committee, out of funds legally available therefor, Distributions payable when and as declared by the Management Committee; provided however, that, prior to the Class A Termination Date, Distributions may be made to the Class B Holders only to the extent the Surplus of the Company will equal or exceed S2,000,000,000 after such Distribution. (b) Any Distributions payable to the Class B Holders shall be payable in accordance with each Class B Holder's Class B Ownership Percentage. (c) Nothing contained in this Article 5 shall be construed or deemed to require the Management Committee to declare, or the Company to pay or set apart for payment, any Distributions on the Class B Units at any time. Section 5.03. Distributions upon Dissolution. Upon dissolution and winding up of the Company,the Company shall make Distributions in accordance with Section 11.03. Section 5.04. Adjusted Voting Rights. In the event that any Class A Annual Distribution or Class A Cumulative Distribution is nor made on or before the applicable Annual Distribution Date, the voting rights of the Members shall be adjusted in accordance with Section 7.12. Section 5.05 Restricted Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of limited liability company interest in the Company if such distribution would violate Section 18-607 of the Delaware Act or other applicable law. ARTICLE 6 GOVERNANCE AND MANAGEMENT OF THE COMPANY Section 6.01. General, (a) Except where any action or approval on the part of the Members is expressly required pursuant to this Agreement (including, without limitation, the requirements set forth in Section 6 02) or under Applicable Law, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a committee of the Company containing all of the Persons serving as Managers of the Company (the "Manazement • Committee") and (ii) all decisions regarding any matter set forth herein or otherwise relating to or arising out of the business of the Company shall be made by the Management Committee. AMENDED AND RESTATED f`dea‘wpLOx9‘019A1019Y 192f An, Iq4,Jx.11;p bm LLC AGREEMENT OF 9 SOPC HOLDINGS WEST LLC 981142 06/12/98 12:54 $713 241 3975 SHELL/LEGAL 48S 016/041 CONFIDENTIAL (b) Except as expressly provided in this Agreement, the Members in their capacity as such shall not have any right, power or authority to take part in the management, operation or control of the business and affairs of the Company. No Members or other Persons (other than Managers or officers of the Company in their capacities as such) shall be agents of the Company or be authorized to transact any business in the name of the Company or to act for or on behalf of or to bind the Company, Except as expressly provided in this Agreement, the vote, approval or consent of the Members shall not be required in order to authorize any actions by or on behalf of the Company. Section 6.02. Certain Limitations. (a) In addition to the approval of the Management Committee, the approval of Members holding a majority of the Units in each of the classes of the Units shall be necessary in order to authorize any of the following actions by or on behalf of the Company: (i) the merger, conversion or consolidation of the Company with or into any other Person; (ii) the sale, lease, exchange or other disposition (nor including any pledge, mortgage, deed of trust or trust indenture) of all, or substantially all, the property and assets of the Company except the contribution of all or substantially all of the assets of the Company to Equilon as described in Section 2.03 and except as described in Article 11; (iii) any amendment to the Certificate of Formation; or (iv) the dissolution, winding up or liquidation of the Company (except in accordance with the provisions of Article 11). (b) In addition to the approval of the Management Committee, the Unanimous Approval of Members shall be necessary in order to authorize any amendment to this Agreement, other than a modification or amendment of any provision of this Agreement to reflect (i) a change in the name of the Company, (ii) a change in the name of the registered agent or the location of the registered office of the Company in the State of Delaware, (iii) a change in the location of the principal office of the Company, (iv) the admission to or withdrawal from the Company of any Members in accordance with the provisions of this Agreement, (v) a change of an inconsequential nature that does not adversely affect any of the Members, (vi) a change necessary or desirable in order to eliminate any ambiguity or correct or supplement any provision in this Agreement in a manner not inconsistent with the law or with other provisions of this Agreement and (vii) a change required or contemplated by this Agreement. AMENDED AND RESTATED (‘dun4.p1pt91G19M�019R10_[OY9�¢yq<Ax ULm 10 LLC AGREEMENT OF SOPC HOLDINGS WEST LLC • 981142 06/12/98 12:55 $71J 241 3975 SHELL/LEGAL 48S _ ®017/041 CONFIDENTIAL Section 6.03. Management Committee; Managers. (a) Management Committee. The Management Committee shall consist of all of the Managers of the Company. (b) Qualifications. Each Manager shall be a natural person. A Manager need not be a resident of the State of Delaware or a Member. (c) Number. The initial number of Managers shall be three. The number of Managers may be increased or decreased from time to time only by the majority vote of the Managers, but no decrease shall have the effect of shortening the term of any incumbent Manager. (d) Election;Term. At the first annual meeting of Members and at each annual meeting thereafter, the Managers shall be elected by vote of all Members voting as a single group and not by class, except as provided in Section 7.12. Each Manager so elected shall serve until the next succeeding annual meeting of Members and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation or removal. (e) Vacancies. Except as set forth in Section 7.12, any vacancy occurring in the Management Committee may be filled by the affirmative vote of a majority of the remaining Managers though less than a quorum of the Management Committee. A Manager elected to fill a vacancy shall be elected for a term expiring on the date of the next succeeding annual meeting of Members. (� Removal. Except as set forth in Section 7.12, a Manager may be removed at any time, with or without cause, by vote of the Members. (g) Resignation. A Manager may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the Management Committee. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. (h) Place of Meetings. Meetings of the Management Committee shall be held at such places, either within or without the State of Delaware, as may be specified by the Person calling the meeting. In the absence of specific designation, meetings of the Management Committee shall be held at the principal office of the Company. (i) Regular Meetings. The Management Committee shall meet each year immediately following the annual meeting of the Members, at the place of such meeting, for the transaction of such business as may properly be brought before it. No notice of AMENDED AND RESTATED f\NyWp10t9W 191n01tl19'_[0�9y;U14/pt I ();am LLC AGREEMENT OF 11 SOPC HOLDINGS WEST LLC 981142 06/12/98 12:56 $713 241 3975 SHELL/LEGAL 48S 018/041 CONFIDENTIAL regular meetings need be given to the Managers. Regular meetings may also be held at such other times as shall be designated by the Management Committee. G) Special Meetings. Special meetings of the Management Committee shall be held at any time upon the call of the President or of the Secretary upon the written request of any Manager. Notice of any such special meeting shall be in writing and shall be given to each Manager at least two calendar days prior to the date of the meeting. (k) Attendance at and Notice of Meetings. Attendance at a meeting of the Management Committee shall constitute a waiver of notice of such meeting,except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Management Committee need be specified in the notice or waiver of notice of such meeting. (1) Quorum of and Action by Management Committee. A majority of the number of Managers fixed in the manner provided in this Agreement shall constitute a quorum for the transaction of business at any meeting of the Management Committee. The act of a majority of the Managers present at a meeting of the Management Committee at which a quorum is present shall be the act of the Management Committee. (m) Unanimous Written Consent. Any action required or permitted to be taken at any regular or special meeting of the Management Committee may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the Managers. (n) Telephonic Meetings. The Management Committee may hold meetings by means of conference telephone or similar communications equipment by means of which all Managers participating in the meeting can hear each other, (o) Compensation; Reimbursement of Expenses. The Managers shall be entitled to receive such compensation for their services as shall be fixed from time to time by the Management Committee. In addition, Managers shall be entitled to prompt reimbursement of all reasonable out-of-pocket expenses incurred in the course of the performance of their duties. (p) Committees of the Management Committee, The Management Committee may designate one or more committees, each of which shall be comprised of one or more Managers. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Management Committee; provided, however, that no Committee shall have authority of the Management Committee in reference to (i) amending this Agreement, (ii)filling any vacancies on the Management Committee or(iii) authorizing the issuance of any Units by the Company. The Management Committee AMENDED AND RESTATED P\hu‘rp\0f9\019f\019�193f.0�9,y.1q�,gtl II Alum 12 LLC AGREEMENT OF SOPC HOLDINGS WEST LLC 981142 06/12/98 12:57 e713 741 3975 SHELL/LEGAL 485 - 2 019/O41 CONFIDENTIAL shall have the power at any time to change the membership of, and to fill vacancies in any such committee. A majority of the number of members of'any such committee shall constitute a quorum for the transaction of business by such committee unless a greater number is required by a resolution adopted by the Management Committee. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of the committee, unless the act of a greater number is required by a resolution adopted by the Management Committee. (q) Minutes..All decisions and resolutions of the Management Committee shall be reported in the minutes of its meetings, which shall state the date, time and place of the meeting (or the date of the written consent in lieu of a meeting ), the Managers present at the meeting, the resolutions put to a vote (or the subject of a written consent) and the results of such voting (or written consent). The minutes of all meetings of the Management Committee shall be kept at the principal office of the Company. Section 6.04. Officers. (a) Qualifications. Each officer of the Company shall be a natural person. An officer need not be a resident of the State of Delaware, a Member or a Manager. (b) Authority. All officers of the Company shall have such powers and authority, subject to the direction and control of the Management Committee, and shall perform such duties in connection with the management of the business and affairs of the Company as are provided in this Agreement, or as may be determined from time to time by resolution of the Management Committee. In addition, except as otherwise expressly provided herein, each officer shall have such powers and authority as would be incident to his or her office if he served as a comparable officer of a Delaware corporation. (c) Designation and Election. The officers of the Company shall consist of a President and a Secretary, each of whom shall be elected by the Management Committee. In addition, the Management Committee shall have the authority to elect such other officers, including Vice Presidents and assistant officers, as it may from time to time determine. Any two or more offices may be held by the same person. (d) Vacancies. Any vacancy occurring in an office may be filled by the Management Committee. (e) Removal. Any officer of the Company may be removed by the Management Committee whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election as an officer of the Company shall not of itself create any contract rights. AMENDED AND RESTATED f WYwwpkOS'T0191W19t1gS(UY94c aqugriI.pInrn LLC AGREEMENT OF 13 SOPC HOLDINGS WEST LLC 981142 06/12/98 12:58 12713 24' 3975 SHELL/LEGAL 48S Z 020/041 CONFIDENTIAL. (f) President. The President shall be the chief executive officer of the Company, and, under the direction and subject to the control of the Management Committee, the President in general shall supervise and control all of the business and affairs of the Company and shall see that all orders and resolutions of the Management Committee are carried into effect. The President may execute and deliver certificate:: evidencing Units issued by the Company and any deeds, mortgages, bonds, contracts or other instruments that the Management Committee has authorized to be executed and delivered, except in cases where the execution and delivery thereof shall be expressly and exclusively delegated to another officer of the Company by the Management Committee or this Agreement, or where the execution and delivery thereof shall be required by law to be executed and delivered by another person. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Management Committee, (g) Vice Presidents. Each Vice President elected by the Management Committee shall report to the President. Each Vice President may perform the usual and customary duties that pertain to such office (but not any unusual or extraordinary duties conferred by the Management Committee upon the President) and, under the direction and subject to the control of the Management Committee and the President, such other duties as may be assigned to him or her from time to time by the Management Committee or the President. • (h) Secretary. It shall be the duty of the Secretary to attend all meetings of the Members and the Management Committee and to record correctly the proceedings of such meetings and record all votes in a minute book suitable for such purposes. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Management Committee. It shall also be the duty of the Secretary to attest with his or her signature all certificates evidencing Units issued by the Company and to maintain a register of all the Units. The Secretary shall also attest with his or her signature all deeds, conveyances or other instruments requiring the seal of the Company. The Secretary shall have full power and authority on behalf of the Company to execute any consents of shareholders, partners, beneficial owners or members and to attend, and to act and to vote in person or by proxy at, any meetings of the shareholders, partners, beneficial owners or members of any Person in which the Company may own stock or other equity securities, and at any such meetings, the Secretary shall possess and may exercise any and all the rights and powers incident to the ownership of such securities that, as the owner thereof, the Company might have possessed and exercised if present. The Secretary shall keep in safe custody the seal of the Company, The Secretary shall also perform, under the direction and subject to the control of the Management Committee, such other duties as may be assigned to him or her from time to time, (i) Treasurer. The Treasurer, if one shall be elected, shall have the care and custody of all the funds and securities of the Company that may come into his or her hands as Treasurer. The Treasurer may endorse checks, drafts and other instruments for AMENDED AND RESTAT1iD LLC AGREEMENT OF f‘cleu'.p1019‘0191t1019t19:fO119 m I/I 4/93 I I.01 am 14 SOPC HOLDINGS VEST (.1.0 981142 06/12/98 12:59 e710 941 3975 _ SHELL/LEGAL 485 Z 021/041 CONFIDENTIAL the payment of money for deposit or collection when necessary or proper and may deposit the same to the credit of the Company in such banks or depositories as the Management Committee may designate from time to time, and the Treasurer may endorse all commercial documents requiring endorsements for or on behalf of the Company. The Treasurer may sign all receipts and vouchers for the payments made to the Company. The Treasurer shall render an account of his or her transactions to the Management Committee or President as often as the Management Committee or President shall require from time to time. The Treasurer shall enter regularly in the books to be kept by him or her for that purpose, a full and adequate account of all monies received andpaid by him or her on account of the Company. The Treasurer shall also perform, under the direction and subject to the control of the Management Committee and the President, such other duties as may be assigned to him or her from time to time. 0) Delegation of Authority. In the case of any absence of any officer of the Company or for any other reason that the Management Committee may deem sufficient, the Management Committee may delegate some or all of the powers or duties of such officer to any other officer for whatever period of time the Management Committee deems appropriate. (k) Compensation; Reimbursement of Expenses. The salaries or other compensation of the officers of the Company shall be fixed from time to time by the Management Committee. The officers of the Company shall be entitled to prompt reimbursement of all reasonable out-of-pocket expenses incurred in the course of the performance of their duties. Section 6.05. interested Transactions. (a) No contract or transaction between the Company and one or more of its Managers or officers, or between the Company and any other Person in which one or more of its Managers or officers are managers, directors, members, partners or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the Manager or officer is present at or participates in the meeting of the Management Committee or of a committee thereof which authorizes the contract or transaction, or solely because such Manager's votes are counted for such purpose if: (i) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Management Committee or the committee, and the Management Committee or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Managers, even though the disinterested Managers are less than a quorum; (ii) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Members entitled to vote AMENDED AND RESTATED c�a.a�.p�ots%oronoio•i»ro�amyn4yyi ui,,,, LLC AGREEMENT OF 15 SOPC HOLDINGS WEST LLC 981i42 06/12/98 13:00 V713 711 397S SHELL/LEGAL 48S 2 022/041 CONFIDENTIAL thereon, and the contract or transaction is specifically approved in good faith by vote of the Members; or (iii) the contract or transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Management Committee, a committee thereof, or the Members. (b) Common or interested Managers may be counted in determining the presence of a quorum at a meeting of the Management Committee or of a committee which authorizes the contract or transaction. Section 6.06. Reliance by Third Parties. Notwithstanding any other provision contained in this Agreement, no lender, purchaser or other Person shall be required to verify any representation by a Manager or officer of the Company as to the extent of the interest in the properties and assets of the Company that such Manager or officer is entitled to encumber, sell or otherwise use, and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of such Manager or officer as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with such Manager or officer, without the joinder of any other Person, as if it were the sole party in interest therein, both legally and beneficially. ARTICLE 7 MEETINGS OF MEMBERS Section 7.01. Place of Meetings. Meetings of Members for the election of Managers or for any other purpose shall be held at such places, either within or without the State of Delaware, as may be designated by the Management Committee and stated in the notice of the meeting. Section 7.02. Annual Meeting. Annual meetings of the Members shall be held on such date and at such time as shall be designated by the Management Committee, at which meeting the Members shall elect the Managers and transact such other business as may be properly brought before the meeting. Section 7.03. Special Meetings. Special meetings of the Members may be called by the Management Committee or by the President or the Secretary. Only business within the purpose or purposes described in the notice of meeting delivered to the Members in accordance with Section 7.04 may be conducted at a special meeting of Members. Section 7.04. Notice of Meeting. Written or printed notice of all meetings of the Members stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not • AMENDED AND RESTATED LLC AGREEMENT OF laauwy'Ux91n19n0U 1911192f.059.92-Ini. 9C1I Clam 16 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:01 t'713 " '1 3975 SHELL/LEGAL 485 21 023/041 CONFIDENTIAL less than 10 nor more than 60 days before the date of the meeting to each Member entitled to vote at such meeting. Section 7.05. Record Dates. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, the Management Committee may fix in advance a record date, which date shall not be less than 10 nor more than 60 days prior to the date of the meeting. In addition, whenever action by Members is proposed to be taken by consent in writing without a meeting of Members, the Management Committee may fix a record date for the purpose of determining Members entitled to consent to that action, which record date shall not precede, and shall not be more than 10 days after, the date upon which the resolution fixing the record date is adopted by the Management Committee. If no record date has been fixed by'the Management Committee for the purpose of determining Members entitled to consent in writing to any action, the record date for determining Members entitled to consent to that action shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company. Section 7.06. Quorum. The presence, in person or represented by proxy, of the holders of a majority of the voting power of the Units entitled to vote on any matter shall constitute a quorum for the purpose of considering such matter at a meeting of the Members; provided that if the vote by classes of Units is required for the approval of any matter to be brought before such meeting, then the presence, in person or represented by proxy, of the holders of a majority of the voting power of each of the classes of Units entitled to vote on any such matter shall constitute a quorum for the purpose of considering such matter at a meeting of the Members. If a meeting of the Members cannot be organized because a quorum shall not be present or represented, the Members entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time until a quorum shall be present or represented. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting at which a quorum shall be present or represented, the Members may transact any business which might have been transacted at the original meeting. Section 7.07. Conduct ofMeetings ofMembers. At each meeting of the Members, the President or, in his absence, a chairman chosen by a majority of the voting power of the Units entitled to vote thereat, present in person or represented by proxy, shall preside and act as chairman of the meeting. The Secretary or, in his absence, a person whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof. The Management Committee may adopt such rules and regulations as it determines are reasonably necessary or appropriate in connection with the organization and conduct of any meeting of the Members. AMENDED AND RESTATED LLC AGREEMENT OF (\dau1u.910R91019M10192102f OR9 y.If 4/9C II'olam 17 SOFC HOLDINGS WEST LLC 981142 06/12/98 13:02 $710 ' ' 3975 SHELL/LEGAL 485 a 024/041 CONFIDENTIAL Section 7.08. Proxies. Each Member entitled to vote at a meeting of the Members may authorize another person or persons to act for him by proxy with respect to any Units owned by such Member, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the Units to which it relates or an interest in the Company generally. Section 7.09. Written Consent in Lieu of a Meeting. Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by Members owning Units having not less than the minimum voting power that would be necessary to take such action at a meeting at which all Members were present and voted. Every written consent shall bear the date of signature of each Member that signs the consent. Delivery shall be by hand or certified or registered mail, return receipt requested, to the principal office of the Company and shall be addressed to the Secretary. Section 7.10. Telephonic Meetings. Members may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Members participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting. Section 7.11. Voting Power ofMembers.Except as specifically provided in Section 712 hereof, with respect to any action to be taken by the Members or any matter submitted to the Members at any time, each Member shall be entitled to the number of votes equal to the number of Units owned by such Member. Section 7.12. Adjusted Voting Rights. In the event that any Class A Annual Distribution or Class A Cumulative Distribution remains unpaid following an Annual Distribution Date, sixty days after notification by the Class A Holders to the Company, and without any further action by the Company or the Management Committee, the Class A Holders shall have the right, voting separately as a single class and to the exclusion of the Class B Holders, to remove all Managers and elect the lowest number of individuals to fill such vacant Manager positions representing a majority of the Management Committee, to subsequently remove any individuals elected to such Manager positions and to fill any vacancies thereafter arising in such Manager positions. The right of the Class A Holders to elect Managers under this Section 7.12 shall terminate immediately upon the payment in full by the Company of all Class A Annual Distributions and Class A Cumulative Distributions relating to any prior Annual Distribution Date. Upon termination of the voting rights set forth in this Section 7.12, the individuals elected by the Class A Holders pursuant to this Section 7.12 shall be removed and the individuals AMENDED AND RESTATED LLC AGREEMENT OF fthmlw91UR910I9Nl019Y192f.0t9'h I/149PI1.01 an 18 SOPC HOLDINGS WEST LLC 981142 . 06/12/98 13:02 $713 241 3975 SHELL/LEGAL 48S 2 025/041 CONFIDENTIAL who were Managers immediately prior to the exercise of the voting rights set forth in this Section 7.12 shall be immediately reinstated, without any further action by the Company, the Management Committee or any Member. The right of the Class A Holders to elect Managers pursuant to this Section 7.12 may be exercised at a special meeting called pursuant to this Section 7.12, at any annual or other special meeting of the Members and, to the extent and in the manner permitted by applicable law, pursuant to a written consent in lieu of a Members meeting. At any time when the Class A Holders have the right to elect Managers pursuant to this Section 7.12, a proper officer of the Company shall, upon the written request of Class A Holders holding at least 10% of the Class A Units, addressed to the Secretary of the Company, call a special meeting of the Class A Holders for the purpose of electing Managers pursuant to this Section 7.12, Such meeting shall be held at the earliest legally permissible date at the office of the Company, or at such other place designated by the Class A Holders making such written request. ARTICLE 8 FINANCIAL MATTERS; INFORMATION Section 8.01. Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31 of each year. Section 8.02. Books of Account. At all times during the continuance of the Company, the Company shall maintain separate books of account for the Company that shall show a true and accurate record of all costs and expenses incurred,all charges made, all credits made and received and all income derived in connection with the operation of the business of the Company in accordance with generally accepted accounting principles. Such books of account, together with a copy of this Agreement and of the Certificate of Formation of the Company, shall at all times be maintained at such place of business of the Company as shall have been notified to each of the Members. Any Member shall have the right to have a private audit of the Company books and records conducted at reasonable times and after reasonable advance notice to the Company for any purpose reasonably related to such Member's interest in the Company, but any such private audit shall be at the expense of the Member desiring it, and shall not be paid for out of Company funds. Section 8.03. Inspection Rights ofMembers. Any Member, and any accountants, attorneys, financial advisers and other representatives of such Member, may, from time to time at such Member's sole expense, for any purpose reasonably related to such Member's interest in the Company, visit and inspect the properties of the Company, examine (and make copies and extracts of) the Company's books, records and documents of every kind, and discuss the Company's affairs with its officers, employees and independent accountants, all at such reasonable times as such Member may request on reasonable notice. AMENDED AND RESTATED LLC AGREEMENT OF Namw03:9‘019:‘019a92t0:9 ui<i9:ii oi,,,, 19 50PC HOLDINGS WEST LLC 981142 06/12/98 13:03 $713 241 3975 SHELL/LEGAL 485 _ - Z 026/041 CONFIDENTIAL Section 8.04. Reports to Members. Within 150 days after the end of each Fiscal Year, the Company shall deliver to each Member an unaudited balance sheet of the Company as at the end of such Fiscal Year and the related statements of income and cash flows for such Fiscal Year in conformity with generally accepted accounting principles applied on a basis consistent with prior years. In connection with the delivery of such financial statements, the Company will cause to be prepared and furnished to each Member such other information for such Fiscal Year as the Members reasonably specify or any Member reasonably requests for any purpose reasonably related to the ownership of Units. ARTICLE 9 TRANSFER OF INTERESTS Section 9.01. General. Subject to Applicable Law and in accordance with the provisions of this Article 9, any Member may transfer any part or all of their Units without the consent or approval of the Company or any other Member. In the event of the transfer of Class B Units, the transferee and transferor shall be jointly and severally liable for all additional capital contributions pursuant to Section 4.04(c). Notwithstanding any provision herein to the contrary, to the fullest extent permitted by Applicable Law, a Member may not transfer any Units or any interests therein if such transfer would violate the terms or restrictions set forth in the Equilon Agreement. Section 9.02. Procedures for Transfer of Units. A record holder of Units may transfer such Units to any Person (a "Transferee"), or his or its duly authorized attorney or legal representative, upon (i) surrender for cancellation of the certificates evidencing such Units, duly endorsed for transfer or accompanied by a duly executed instrument of transfer in form and substance satisfactory to the Management Committee, and (ii) compliance with the applicable terms and conditions set forth in paragraphs (a) and (b) below. (a) No record holder of Units or other Person shall effect a transfer of any Units owned or held by such Person unless (i) the certificate or certificates evidencing such Units bear the appropriate legend or legends referencing the restrictions set forth in this Agreement and under Applicable Law, (ii) the Transferee has executed, as a condition to obtaining ownership of such Units, an appropriate document in which the Transferee agrees that its ownership of such Units shall be subject to, and that the Transferee shall comply with, all of the terms and conditions of this Agreement and that the Transferee shall not effect any Transfer of such Units except in compliance with the terms and conditions set forth herein and (iii) such document has been delivered to and approved by the Management Committee. The Management Committee shall not unreasonably withhold or delay its approval of any such document. AMENDED AND RESTATED f WYyp.pWY9W 19IID 1'J019'_f 019 NI/Iu9Y II Olnm LLC AGREEMENT OF 20 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:04 V713 ' ' 3975 SHELL/LEGAL 48S 2 027/041 CONFIDENTIAL (b) No record holder of Units or other Person shall effect a transfer of any Units owned or held by such Person if such action would constitute a violation of any applicable registration or qualification requirements of the Securities Act of 1933, as amended (the "Securities Act"), or any state securities or blue sky laws. In the event of any disagreement between a record holder of Units or other Person and the Company as to whether or not a proposed transfer would result in a violation of the applicable registration or qualification requirements of the Securities Act or any state securities or blue sky laws, such Person shall deliver to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such proposed transfer would not result in such a violation, which opinion shall state the basis of the legal conclusions expressed therein. The delivery of such opinion shall be deemed to constitute compliance with the provisions of this paragraph (b) unless, within ten days after receipt thereof, the Management Committee notifies such Person in writing that, in the judgment of the Management Committee based upon the advice of its counsel,the proposed transfer would result in such a violation. ARTICLE 10 INDEMNIFICATION Section 10.01. Indemnification. (a) Subject to the limitations and conditions as provided in this Article 10, each Indemnified Person who was or is made a party or is threatened to be made a party or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether or not in the right of the Company (hereinafter a 'Proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he is or was a Member, Manager, officer, employee or agent of the Company or while in such position is or was serving at the request of the Company as a manager, director,officer,partner, member, venturer,proprietor, trustee,employee,agent,or similar functionary of another Person shall be indemnified by the Company against any claims, damages(including, without limitation, punitive damages), liabilities,judgments, awards, penalties (including, without limitation, excise and similar taxes), interest, fines, settlements and reasonable expenses (including, without limitation, apomeys' fees and disbursements) actually incurred by such Indemnified Person in connection with such Proceeding, and the indemnification under this Article 10 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article 10 shall be deemed contact rights, and no amendment, modification or repeal of this Article 10 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 10 could involve indemnification for the sole AMENDED AND RESTATE!) LLC AGREEMENT OF t clumwp,oi9,o19,Ior99mtonsus./IMJA I I'O U, 21 SOPC HOLDINGS WEST.LLC 981142 06/12/98 13:05 $713 2" 3975 SHELL/LEGAL 485 Z 028/041 CONFIDENTIAL or partial negligence of the Person indemnified or under theories of strict liability; provided, however, that, in order to be entitled to indemnification hereunder, an Indemnified Person must have satisfied the following standard of conduct; and the determination that such Indemnified Person has satisfied the following standard of conduct shall be made by majority vote of a quorum of the Management Committee who at the time of the vote are not named defendants or respondents in the Proceeding, or, if a quorum cannot be obtained, by independent legal counsel selected by the Members: (i) the Indemnified Person must have acted in good faith; (ii) the Indemnified Person must have reasonably believed: (I) in the case of conduct in the Indemnified Person's official capacity with the Company, that his conduct was in the Company's best interests; or (2) in all other cases, that his conduct was at least not opposed to the Company's best interests; and (iii) in the case of any criminal Proceeding, he had no cause to believe his conduct was unlawful. (b) Except to the extent permitted by Section 10.01(a), an Indemnified Person may not be indemnified with respect to a Proceeding in which: (i) the Indemnified Person is found liable on the basis that the Indemnified Person improperly received personal benefit, whether or not the benefit resulted from an action taken in the Indemnified Person's official capacity; or (ii) the Indemnified Person is found liable to the Company or any Member. Section 10.02. Advance Payment. The right to indemnification conferred in this Article 10 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by an Indemnified Person of the type entitled to be indemnified under Section 10.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Indemnified Person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Indemnified Person in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Indemnified Person of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article 10 and a written undertaking, AMENDED AND RESTATED LLC AGREEMENT Oi: rd,mwmosmisnarsnszrommg Am it ot„,, 22 SOPC HOLDINGS WEST I,LC 981142 06/12/98 13:06 22713 241 3975 SHELL/LEGAL 48S lit 029/041 • CONFIDENTIAL by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Article 10 or otherwise. The Company may also propose to the Indemnified Person to defend such Person pursuant to its obligations under this Article 10, and such defense, if accepted in writing by the Indemnified Person, shall be in lieu of payment of or advance of expenses by the Company under the requirements of this Article 10. Section 10.03. Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Indemnified Person against any expense, liability or loss, whether or not the Company would have the power to indemnify such Indemnified Person against such expense, liability or loss under this Article 10. Section 10.04, Non-Exclusive Remedy. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 10 shall not be deemed exclusive of, and shall not limit, any other rights or remedies to which any Indemnified Person may be entitled or which may otherwise be available to any Indemnified Person at law or in equity. Section 10.05. Continuing Provisions. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 10 shall continue as to a Person notwithstanding that such Person has ceased to hold a position with the Company that would classify such Person as an Indemnified Person. ARTICLE 11 DISSOLUTION AND WINDING UP; RESIGNATION OF A MEMBER; REDEMPTION Section 11.01. Dissolution Events. The Company shall dissolve and commence winding up at such time as there are no Members (unless the business of the Company is continued without dissolution in accordance with the Delaware Act) or upon the first to occur of any of the following events: (a) a decision to dissolve, wind up and terminate the Company by (i) if prior to the Class A Termination Date, the Class A Holders of a majority of the Class A Units and (ii)the Class B Holders holding a majority of the Class B Units (a"Voluntary Dissolution Event"); or (b) the entry of'a decree of judicial dissolution pursuant to Section 18-802 of the Delaware Act (an "Involuntary Dissolution Event"). AMENDED AND RESTATED LLC AGREEMENT OF nemmsimuem419m4mnnroe2nvanaisi ll o am 23 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:07 e713 211 3975 SHELL/LEGAL 48S - 2 030/041 CONFIDENTIAL Section 11.02. Winding up. (a) At such time as there are no Members (unless the business of the Company is continued without dissolution in accordance with the Delaware Act) or upon the occurrence of a Voluntary Dissolution Event or an Involuntary Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying or making reasonable provision for the satisfaction of the claims of its creditors and Members, and no Member or Manager shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the assets or property or the proceeds from the sale thereof have been distributed pursuant to this Article 11 and the existence of the Company has been terminated by the filing of a Certificate of Cancellation of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. (b) The Members shall take full account of the Company's assets and liabilities and each Member(and its subsidiaries) shall pay to the Company all amounts then owing, by it (and them) to the Company. The Management Committee shall be responsible fot overseeing the winding up and dissolution of the Company. Section 11.03. Distribution upon Dissolution of the Company. (a) Upon the occurrence of an Involuntary Dissolution Event, the Company's assets or the proceeds from the sale thereof pursuant to Article l 1 shall be applied and distributed to the Members in accordance with the relative value of the Units as if there had been no Involuntary Dissolution Event. (b) Upon the occurrence of an Voluntary Dissolution Event, the Company's assets or the proceeds from the sale thereof pursuant to Article 11 shall be applied and distributed to the Class B Holders in accordance with the Class 8 Ownership Percentage. The Class A Holders shall not be entitled any distributions from the Company in the event of a Voluntary Dissolution Event. Section 11.04. Claims of the Members. The Members will look solely to the Company's assets for the return of their contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such contributions, the Members will have no recourse against the Company or any other Member or any other Person. Section 11.05. No Resignations by Members. No Member shall resign from the Company prior to the termination of such Member's Units or the dissolution and winding up of the Company in accordance with this Agreement. AMENDED AND RESTATED LLC AGREEMENT OF rIe.m.pk9e9,01 ono 19x 192f001r I n</n nalam 24 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:07 $713 i. 3975 SHELL/LEGAL 48S 2 031/041 CONFIDENTIAL Section 11.06, Redemption of Units. The Company shall not be permitted to redeem any of the Class A Units. No redemption of any Class B Units shall be permitted prior to the Class A Termination Date. After the Class A Termination Date, the Class B Units may be redeemed by the Management Committee on behalf of the Company if agreed to in writing by the Company and each of the Class B Holders, provided that all such redemptions do not constitute a breach or violation of the Equilon Agreement. ARTICLE 12 MISCELLANEOUS PROVISIONS Section 12.01. Notices. Notices, requests, reports, payments, calls or other communications required to be given or made to any Member or Manager hereunder shall be in writing and shall be deemed to be given or made when properly addressed and posted by registered or certified mail, postage prepaid, to such Member or Manager at such Member's or Manager's last known address on the records of the Company. Addresses shown under the names of each of the Members on Schedule 4.01 shall be considered the last known address of such Member unless and until the Company is otherwise notified by such Member in the manner set forth in this Section 12.01. Section 12.02. Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement, the rights and obligations of the parties hereto, and any claims and disputes relating thereto, shall be subject to and governed by the Delaware Act and the other laws of the State of Delaware as applied to agreements among Delaware residents to be entered into and performed entirely within the State of Delaware, and such laws shall govern the limited liability company aspects of this Agreement. Section 12.03. Execution in Counterparts. This Agreement may be executed in one or more counterparts with the effect as if the parties executing the several counterparts had all executed one counterpart, but in such event each such counterpart shall constitute an original and all of such counterparts shall constitute one and the same agreement. Section 12.04. Successors in Interest. Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of each of the Members and, to the extent permitted by this Agreement, their respective heirs, executors, administrators, personal representatives, successors and assigns. Section 12.05. Integration. This Agreement constitutes the entire agreement among the Subscribers and the Members pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the Members in connection therewith. AMENOF.D AND RESTA rED LLC AGREEMENT OF r WsuwDwY91019O019i19Ir0I9muivimil o4m 25 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:08 $713 " " 3975 SHELL/LEGAL 48S BjOJ2/041 CONFIDENTIAL Section 12.06. Severability. Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity, illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction. Section 12.07. Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. Section 12.08. Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are given in addition to any other rights and remedies any Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative and the use of any one right or remedy by any Member shall not preclude or waive such Member's right to use any or all other rights or remedies. Section 12.09. Waiver of Right to Partition. Each of the Members irrevocably waives during the term of the Company any right that such Member may have to maintain any action for partition with respect to the property and assets of the Company. Section 12.10. Construction. Any noun, pronoun and any variation thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the context may require. Section 12.11 Amendment. As provided in Section 6.02(b) (except as set forth therein), this Agreement or any provision hereof may be modified or amended only if such modification or amendment is adopted by the Management Committee and approved by Unanimous Approval of the Members. AMENDED AND RESTATED LLC AGREEMENT OF hslatiourrs 91019T019Y192(0119 us I/IU95 I Ol am 26 SOPC HOLDINGS WEST LLC 981142 08/12/98 13:09 t713 1 3975 SHELL/LEGAL 485 2 033/041 CONFIDENTIAL IN WITNESS WHEREOF, the parties hereto have entered into this Amended and Restated Limited Liability Company Agreement as of the day and year first above written. SHELL MARTINEZ REFINING COMPANY By: .✓b Name: Title: SHELL ODESSA REFINING COMPANY Ey: Name: Title: SHELL WOOD RIVER REFINING COMPANY By: Name:T Title: SHELL OIL COMPANY By: Name: Title: SHELL PIPE LINE CORPORATION VC" By: A7}1.9te—. Name: Title: SPL HOLDINGS INC. C F 4.111 � 1 t 11 Nme:By: Title: AMENDED AND RESTATED LLC AGREEMENT OF 1,41 wmUM0 1 9100 014 19:10F9m u pI911 Helm SOPC HOLDINGS WEST LL C 981142 06/12/98 13:09 8'713 ' t 3975 SHELL/LEGAL 48S 2 034/041 CONFIDENTIAL SHELL MARKETING HOLDINGS, L.L.C. JffBy_ Name. .cof J Title: Real a.L+J, SHELL MARKETING RESOURCES, L.L.C. By: Name: �r r�1•� Title: /,pgis,Ja) SHELL OI RODUCTS COMPANY • By:Name: Title: Title: PLANTATION HOLDINGS LLC P ic ,Q By: V tA Name: Title: SOPC HOLDINGS /WE$T LLC rRv.By: /!'e zName: Title: AMENDED AND RESTATED LLC AGREEMENT OF rwn.n.n molori 000 rnay.ry viuoe iI o .m SOPC HOLDINGS WEST LLC 981142 06/12/98 13:09 9713 2" 3975 SHELL/LEGAL 485 2035/041 CONFIDENTIAL SCHEDULE 1 DEFINITIONS "Affiliate" shall mean, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 15% or more of the voting power of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting power, by contract or otherwise. "Agreement" shall mean this Amended and Restated Limited Liability Company Agreement of SOPC Holdings West LLC, as it may be amended from time to time in accordance the provisions hereof. "Annual Distribution" shall have the meaning set forth in Section 5.01(a). "Annual Distribution Date" shall mean, the 90th day after each Fiscal Year ending after the Class A Issue Date. "Applicable Law" shall mean any applicable statute, law, ordinance, rule or • regulation. "Business Days" shall mean any weekday that is not a recognized holiday of the United States Government. "Capital Contribution" shall mean, with respect to any Member, the amount which such Member has contributed or is deemed to have contributed to the Company in accordance with this Agreement. "Certificate of Cancellation of the Certificate of Formation" shall mean a certificate of cancellation of the Certificate of Formation prepared for the purpose of filing with the Secretary of State of the State of Delaware in order to terminate the Company pursuant to the Delaware Act. "Certificate of Formation" shall mean the Certificate of Formation of the Company as filed with the Secretary of State of the State of Delaware, as it may be amended from time to time in accordance the provisions hereof. "Class A Annual Distribution" shall mean, for each outstanding Class A Unit, an amount, not less than zero, equal to (i) the Shell Annual Net Cash Flows for the Fiscal Year ending on December 31 immediately preceding an Annual Distribution Date times AMENDED AND RESTATED LLC AGREEMENT OF f e.WvpWim1mo1pb71(D}9x 1/1.1m i l w,,„ Sch. 1 - Page 1 SOPC HOLDINGS WEST I.LC 981142 06/12/98 13:10 V713 7 " 3975 SHELL/LEGAL 48S Z 036/041 CONFIDENTIAL (ii) 1.75%, as adjusted as set forth in this definition. In the event that the projected Shell Annual Net Cash Flows (in 1998 dollars) for the Fiscal Years through December 31, 2004 is determined to be other than S325,000,000 per year, the percent as set forth in subsection (ii) of the preceding sentence shall be adjusted in an inverse proportion to such variance. "Class A Cumulative Distribution" shall mean, for each outstanding Class A Unit. an amount equal to the Present Value Equivalent of the Shell Annual Net Cash Flows for each of the seven Fiscal Years ending December 31, 1998 through 2004 multiplied by the Class A Participation Multiple, less the Present Value Equivalent of the Class A Annual Distributions (per Class A Unit) previously made. "Class A Holders" shall mean the holders of the Class A Units, "Class A Issue Date" the date on which the Class A Property is contributed to the Company in exchange for Units. "Class A Participation Multiple" shall mean 3% per outstanding Class A Unit, as adjusted as set forth in this definition. In the event that the aggregate value of the Capital Contributions of the Class A Holders as determined by the Post-Closing Determination is other than that stated in Schedule 4.01, then the Class A Participation Multiple shall be adjusted in direct proportion to such variance. In the event that the projected Shell Annual Net Cash Flows (in 1998 dollars) for the Fiscal Years through December 31, 2004 is determined to be other than S325,000,000 per year, the Class A Participation Multiple shall be adjusted in an inverse proportion to such variance. "Class A Property" shall mean the assets contributed by the Class A Holders in exchange for the Class A Units. "Class A Termination Date" shall have the meaning set forth in Section 2.06. "Class A Unit" shall mean a limited liability company interest in the Company that has the terms and conditions set forth in this Agreement. "Class B Holders" shall mean the holders of record of the Class B Units. "Class B Unit" shall mean a limited liability company interest in the Company that has the terms and conditions set forth in this Agreement. "Class B Ownership Percentage" shall mean, with respect to any particular Class B Holder, the percentage of Class B Units held by such Class B Holder in relation to the total number of Class B Units outstanding at such time. AMENDED AND RESTA rED LLC AGREEMENT OF nduu,.l ov9Wutlhol9nslrossmJ t.ww Inla,, Sch. 1 - Page 2 SOPC HOLDINGS WEST i.LC 981142 06/12/98 13:11 '8710 3975 SHELL/LEGAL 485 l 037/041 CONFIDENTIAL "Class B Property" shall mean the assets contributed by the Class B Holders in exchange for the Class B Units. "Class B Holders" shall mean the holders of record of the Class B Units. "Company" shall have the meaning set forth in the introductory paragraph to this Agreement. "Delaware Act" shall mean the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended. "Distribution" shall mean any payment made to the Members as equity holders of the Company. "Equilon" shall mean Equilon Enterprises, LLC, a Delaware limited liability company,formed pursuant to the Certificate of Formation filed with the Secretary of State of the State of Delaware and the Equilon Agreement. "Equilon Annual Operating Cash Flows" shall mean the annual net cash provided by the operating activities of Equilon determined in accordance with generally accepted accounting principles with the following modifications, (i) extraordinary items (as defined according to generally accepted accounting principles) shall be amortized over 5 years and (ii) changes in working capital, as defined according to generally accepted accounting principles, shall be eliminated. "Equilon Agreement" shall mean the Limited Liability Company Agreement of Equilon. "Fiscal Year" shall mean the year beginning on January 1st and ending on December 31st. "Indemnified Person" shall mean any Member, Manager, officer, employee or agent of the Company. "Involuntary Dissolution Event" shall mean a dissolution pursuant to Section 1 L01(b). "Management Committee" shall have the meaning set forth in Section 6.01(a). "Manager" means a Person elected to serve as a manager (as defined in the Delaware Act) of the Company at any time after the date hereof in accordance with thu provisions of this Agreement (but not any Person who has ceased to be a Manager). AMENDED AND RESTATED LLC AGREEMENT OR ('d u'W9'Of9\w9fal9Y;92tOt9,u Main I I Ol. SCh. 1 - Page 3 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:12 't713 ' 3975 SHELL/LEGAL 48S l 038/041 CONFIDENTIAL "Martinez" shall have the meaning set forth in the introductory paragraph to this. Agreement. "Member" shall mean any Person admitted as a member of the Company in accordance this Agreement (but not any Person who has ceased to be a member of the Company). "Odessa" shall have the meaning set forth in the introductory paragraph to this Agreement. "Original Agreement" shall have the meaning set forth in the recitals to this Agreement. "Ownership Percentage" shall mean the ratio of the number of Units owned by a particular Member to the total number of Units issued to all Members. "Person" shall mean an individual, corporation, partnership, association, trust, limited liability company or any other entity or organization, including a government or political subdivision or an agency, unit or instrumentality thereof. "Plantation" shall have the meaning set forth in the introductory paragraph to this Agreement. "Post-Closing Determination" has the meaning set forth in Section 4.04(a). "Present Value Equivalent" shall mean for any distribution, Capital Contribution or other payment, the present value of such amount as of the Class A Issue Date at a discount rate of 7% real (adjusted using the annual changes in the Producer Price Index). "Proceeding" has the meaning set forth in Section 10.01(a). "Shell" shall have the meaning set forth in the introductory paragraph to this Agreement. "Shell Annual Net Cash Flows" shall mean the share of Equilon Annual Operating Cash Flows apportioned to Shell and its Affiliates pursuant to the Equilon Agreement for the applicable Fiscal Year, less (i) Federal and State taxes accrued or paid in respect of the Company's share of income from Equilon for such Fiscal Year and (ii) 56% of the capital expenditures of Equilon during such Fiscal Year, not to exceed 5100 million in any such Fiscal Year; provided that such amount shall not be less than zero. "5MH" shall have the meaning set forth in the introductory paragraph to this Agreement. AMENDED AND RESTATED LLC AGREEMENT OF r'da: wp\9990199W19919219t9:uv.I/14911 Il.olam Sch. 1 - Page 4 SOPC HOLDINGS WEST LLC 981.142 06/12/98 13:12 $713 ' 3975 SHELL/LEGAL 48S Z 039/041 CONFIDENTIAL "SMR" shall have the meaning set forth in the introductory paragraph to this Agreement. "SOPC" shall have the meaning set forth in the introductory paragraph to this Agreement. "Special Distribution" shall have the meaning set forth in Section 5.01(a). "SPIC" shall have the meaning set forth in the introductory paragraph to this Agreement. "SPLH" shall have the meaning set forth in the introductory paragraph to this Agreement. "Subscribers" shall have the meaning set forth in the recitals to this Agreement. "Surplus" shall mean the equity of the Company determined in accordance with generally accepted accounting principles. "Unanimous Approval" shall mean, with respect to any action or matter requiring approval of the Members at any time, the approval, by vote at a meeting or by written consent in accordance with this Agreement, of all of the Members eligible to vote on such action or matter pursuant to the terms of this Agreement. "Unit" shall have the meaning set forth in Section 4.03. "Voluntary Dissolution Event" shall mean a dissolution pursuant to Section 11.01(a). "Wood River" shall have the meaning set forth in the introductory paragraph to this Agreement. AMENDED AND RESTATE]) LLC AGREEMENT OF Nuw.p\os9Wl 9e'OJ9gI92iOs9ln iiiv ivu oism Sch. 1 - Page 5 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:13 $713 2 3975 SHELL/LEGAL 485 j 040/041 CONFIDENTIAL SCHEDULE 4.01 MEMBERS; CAPITAL CONTRIBUTIONS . Capital Number of Contribution Form of Capital Member and Address Class of Unity Units Amount Contributes Shell Martinez Refining Class A 15.18 (1) (2) Company P.O. Box 711 3485 Pacheco Blvd. Martinez, CA 94553 Shell Odessa Refining Class A 52 (I) (2) Company P.O. Box 2352 2700 South Grandview Street Odessa, TX 79760 Shell Wood River Refining Class A 1.30 (1) (2) Company Highway Ill Rosana, IL 62084 P.O. Box 262 Wood River, IL 62095 Shell Oil Company Class B 73.37 (I) (2) One Shell Plaza 910 Louisiana Houston, Texas 77002 P.O. Box 2463 Houston, Texas 77252-2463 Shell Pipe Line Corporation Class B 7.35 (I) (2) Two Shell Plaza 777 Walker Houston,Texas 77002 P.O. Box 2648 Houston, Texas 77252-2648 SPL Holdings Inc. Class B .52 (I) (2) e/o R.J. Ferris 27 Welwyn Road Newark, DE 19711 Shell Marketing Holdings, Class B .10 (1) (2) L.L.C. One Shell Plaza 910 Louisiana Houston, Texas 77002 AMENDED AND RESTATED LLC AGREEMENT OF r..xGeuwptormsownsilmice estrio T t ct. SCh. 4.01 - Page 1 SOPC I1OLDTNGS WEST LLC 981142 06/12/98 13:13 V713 . a 3975 SHELL/LEGAL 485 a 041/041 CONFIDENTIAL Capital Number of Contribution Form of Capital Member and Address Class of Units I�py_rs Arnoup{ Conttibu_(yl,�(,r Shell Marketing Resources, Class B .26 (1) (2) L.L.C. One Shell Plata 910 Louisiana Houston, Texas 77002 Shell Oil Products Company Class B .10 (1) (2) Onc Shell Plaia 910 Louisiana Houston. Texas 77002 P.O. Box 2463 Houston, Ttxas 77252-2463 Plantation Holdings I.LC Class B 1.29 (1) (2) (3) (I) The Capital Contribution Amounts shall be as set forth in that certain Schedule of Capital Contributions dated January 14, 1998 which has been received by the parties. (2) All assets and properties identified as being contributed by the respective Subscriber and Shell to the Company as more fully set forth in the Shell Master Contribution Deed, Shell Master Contribution Bill of Sale, Shell Master Contribution Assignment of Permits, Shell Master Contribution Assignment and Assumption of Contracts and Shell Master Contribution Assignment and Assumption of Leases,each dated January 15, 1998,which have been received by the parties prior to the execution of this Agreement. (3) Notwithstanding any provision in this Agreement to the contrary, Plantation Holdings LLC shall not be required to contribute any property pursuant to this Agrecnent until such time as all required approvals and consents of third parties have been received by Plantation Holdings LLC and the Company. AMENDED AND RESTATED LLC AGREEMENT OF (+dm,Wp,0r9W199W190191r0r911a J IICFE II O1sm Sch. 4.01 - Page 2 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:09 22713 '1 3975 SHELL/LEGAL 485 Z 033/041 CONFIDENTIAL IN WITNESS WHEREOF, the parties hereto have entered into this Amended and Restated Limited Liability Company Agreement as of the day and year first above written. SHELL MARTINEZ REFINING COMPANY By: .✓tea Name: Title: SHELL ODESSA REFINING COMPANY By: ..... ewirt7 Name: Title: SHELL WOOD RIVER REFINING COMPANY By: d-212. Name: Title: SHELL OIL COMPANYrf By:Nam Title: SHELL PIPE LINE CORPORATION CA By: t4�. Name: "72711-91° Title: SPL HOLDINGS INC. fleff AMENDED AND RESTATED LLC AGREEMENT OF IIGeWw'd010‘019Mt019M19]t0M9ny-1/IV9M I I Olem SOFC HOLDINGS WEST LI C 981142 06/12/98 13:09 $'71- '41 3975 SHELL/LEGAL 48S pJOJ4/041 CONFIDENTIAL SHELL MARKETING HOLDINGS, L.L C. Name. Title: Recsm..e-w SHELL MARKETING RESOURCES, L.L C. By: _ �. Title: Agg.sdasaor SHELL 01 RODUCTS COMPANY Name: Title: PLANTATION HOLDINGS LLC pr^9 By: 0 t Name: Title: SOPC—' HOLDINGS WEST LLC Mp'vjBy: 11hr Name: Title: AMENDED AND RESTATED r.n.uwpai.em o.nracto rntoru wiim m oim LLC AGREEMENT OF SOPC HOLDINGS WEST LLC 981142 06/12/98 13:09 $713 "tl 3975 SHELL/LEGAL 48S Z 035/041 CONFIDENTIAL SCHEDULE1 • DEFINITIONS "Affiliate" shall mean, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 15% or more of the voting power of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting power, by contract or otherwise. "Agreement" shall mean this Amended and Restated Limited Liability Company Agreement of SOPC Holdings West LLC, as it may be amended from time to time in accordance the provisions hereof. "Annual Distribution" shall have the meaning set forth in Section 5.01(a). "Annual Distribution Date" shall mean, the 90th day after each Fiscal Year ending after the Class A Issue Date. "Applicable Law" shall mean any applicable statute, law, ordinance, rule or regulation. "Business Days" shall mean any weekday that is not a recognized holiday of the United States Government. "Capital Contribution" shall mean, with respect to any Member, the amount which such Member has contributed or is deemed to have contributed to the Company in accordance with this Agreement. "Certificate of Cancellation of the Certificate of Formation"shall mean a certificate of cancellation of the Certificate of Formation prepared for the purpose of filing with the Secretary of State of the State of Delaware in order to terminate the Company pursuant to the Delaware Act. "Certificate of Formation" shall mean the Certificate of Formation of the Company as filed with the Secretary of State of the State of Delaware, as it may be amended from time to time in accordance the provisions hereof. "Class A Annual Distribution" shall mean, for each outstanding Class A Unit, an amount, not less than zero, equal to (i) the Shell Annual Net Cash Flows for the Fiscal Year ending on December 31 immediately preceding an Annual Distribution Date times AMENDED AND RESTATED LLC AGREEMENT OF r Wau1vy19f9\9I9119191Int 019'n lA4/93 L01 am Sch. 1 - Page 1 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:10 $713 '1 3975 SHELL/LEGAL 48S ral 036/041 CONFIDENTIAL (ii) 1.75%, as adjusted as set forth in this definition. In the event that the projected Shell Annual Net Cash Flows (in 1998 dollars) for the Fiscal Years through December 31, 2004 is determined to be other than S325,000,000 per year, the percent as set forth in subsection (ii) of the preceding sentence shall be adjusted in an inverse proportion to such variance. "Class A Cumulative Distribution" shall mean, for each outstanding Class A Unit. an amount equal to the Present Value Equivalent of the Shell Annual Net Cash Flows for each of the seven Fiscal Years ending December 31, 1998 through 2004 multiplied by the Class A Participation Multiple, less the Present Value Equivalent of the Class A Annual Distributions (per Class A Unit) previously made. "Class A Holders" shall mean the holders of the Class A Units. "Class A Issue Date" the date on which the Class A Property is contributed to the Company in exchange for Units. "Class A Participation Multiple" shall mean 3% per outstanding Class A Unit, as adjusted as set forth in this definition. In the event that the aggregate value of the Capital Contributions of the Class A Holders as determined by the Post-Closing Determination is other than that stated in Schedule 4.01, then the Class A Participation Multiple shall be adjusted in direct proportion to such variance. In the event that the projected Shell Annual Net Cash Flows(in 1998 dollars) for the Fiscal Years through December 31,2004 is determined to be other than S325,000,000 per year, the Class A Participation Multiple shall be adjusted in an inverse proportion to such variance. "Class A Property" shall mean the assets contributed by the Class A Holders in exchange for the Class A Units. "Class A Termination Date" shall have the meaning set forth in Section 2.06. 'Class A Unit" shall mean a limited liability company interest in the Company that has the terms and conditions set forth in this Agreement. "Class B Holders" shall mean the holders of record of the Class B Units. "Class B Unit" shall mean a limited liability company interest in the Company that has the terms and conditions set forth in this Agreement. "Class B Ownership Percentage" shall mean, with respect to any particular Class B Holder, the percentage of Class B Units held by such Class B Holder in relation to the total number of Class B Units outstanding at such time. AMENDED AND RESTA rED I.LC AGREEMENT OF rid.mwp,o99\o19xwor191foe9mVu'n 11 01", Sch. 1 - Page 2 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:11 $`713 1 3975 SHELL/LEGAL 485 Z 037/041 CONFIDENTIAL "Class B Property" shall mean the assets contributed by the Class B Holders in exchange for the Class B Units. "Class B Holders" shall mean the holders of record of the Class B Units. "Company" shall have the meaning set forth in the introductory paragraph to this Agreement. "Delaware Act" shall mean the Delaware Limited Liability Company Act (6 DeI.C. §18-101, et seq.),.as amended. "Distribution" shall mean any payment made to the Members as equity holders of the Company. "Equilon" shall mean Equilon Enterprises, LLC, a Delaware limited liability company, formed pursuant to the Certificate of Formation filed with the Secretary of State of the State of Delaware and the Equilon Agreement. "Equilon Annual Operating Cash Flows" shall mean the annual net cash provided by the operating activities of Equilon determined in accordance with generally accepted accounting principles with the following modifications,(i) extraordinary items(as defined according to generally accepted accounting principles) shall be amortized over 5 years and (it) changes in working capital, as defined according to generally accepted accounting principles, shall be eliminated. "Equilon Agreement" shall mean the Limited Liability Company Agreement of Equilon. "Fiscal Year" shall mean the year beginning on January 1st and ending on December 31st. "Indemnified Person" shall mean any Member, Manager, officer, employee or agent of the Company. "Involuntary Dissolution Event" shall mean a dissolution pursuant to Section 11.01(b). "Management Committee" shall have the meaning set forth in Section 6.01(a). "Manager" means a Person elected to serve as a manager (as defined in the Delaware Act) of the Company at any time after the date hereof in accordance with the provisions of this Agreement (but not any Person who has ceased to be a Manager). AMENDED AND RESTATED LLC AGREEMENT OR (' a'+D'099\0)9f\0199I92(AS9'miliu911 11 Olen Sch. 1 - Page 3 SOPC HOLDINGS WEST LLC 981142 06/12/98 13:12 e71: ,1 3975 SHELL/LEGAL 48S ®038/041 CONFIDENTIAL "Martinez" shall have the meaning set forth in the introductory paragraph to this. Agreement. "Member" shall mean any Person admitted as a member of the Company in accordance this Agreement (but not any Person who has ceased to be a member of the Company). "Odessa' shall have the meaning set forth in the introductory paragraph to this Agreement. "Original Agreement" shall have the meaning set forth in the recitals to this Agreement. "Ownership Percentage" shall mean the ratio of the number of Units owned by a particular Member to the total number of Units issued to all Members. "Person" shall mean an individual, corporation, partnership, association, trust, limited liability company or any other entity or organization, including a government or political subdivision or an agency, unit or instrumentality thereof. "Plantation" shall have the meaning set forth in the introductory paragraph to this Agreement. "Post-Closing Determination" has the meaning set forth in Section 4.04(a). "Present Value Equivalent" shall mean for any distribution, Capital Contribution or other payment, the present value of such amount as of the Class A Issue Date at a discount rate of 7% real (adjusted using the annual changes in the Producer Price Index). "Proceeding" has the meaning set forth in Section 10.01(a). "Shell" shall have the meaning set forth in the introductory paragraph to this Agreement. "Shell Annual Net Cash Flows" shall mean the share of Equilon Annual Operating Cash Flows apportioned to Shell and its Affiliates pursuant to the Equilon Agreement for the applicable Fiscal Year, less (i) Federal and State taxes accrued or paid in respect of the Company's share of income from Equilon for such Fiscal Year and (ii) 56% of the capital expenditures of Equilon during such Fiscal Year, not to exceed $100 million in any such Fiscal Year; provided that such amount shall not be less than zero. "SMB" shall have the meaning set forth in the introductory paragraph to this Agreement. AMENDED AND RESTATED LLC AGREEMENT OF pa;.1wp‘0101019910199192(.099.W 1i149911 Olam Sch. 1 - Page 4 SOPC HOLDINGS WEST Lit 981142 06/12/98 13:12 e71: 11 3975 SHELL/LEGAL 48S a 039/041 • CONFIDENTIAL "SMR" shall have the meaning set forth in the introductory paragraph to this Agreement. "SOPC" shall have the meaning set forth in the introductory paragraph to this Agreement. "Special Distribution" shall have the meaning set forth in Section 5.01(a). "SPLC" shall have the meaning set forth in the introductory paragraph to this Agreement. "SPLH" shall have the meaning set forth in the introductory paragraph to this Agreement. "Subscribers" shall have the meaning set forth in the recitals to this Agreement. "Surplus" shall mean the equity of the Company determined in accordance with generally accepted accounting principles. "Unanimous Approval" shall mean, with respect to any action or matter requiring approval of the Members at any time, the approval, by vote at a meeting or by written consent in accordance with this Agreement, of all of the Members eligible to vote on such action or matter pursuant to the terms of this Agreement. "Unit" shall have the meaning set forth in Section 4.03. "Voluntary Dissolution Event" shall mean a dissolution pursuant to Section 11.01(a). "Wood River" shall have the meaning set forth in the introductory paragraph to this Agreement. AM AND RESTATED LLCCNDED AGREEMENT OP hmak..pkoas�oiv.‘monsxr.oxsmin4rorll-ol,m Sch. 1 - Page 5 SOPC HOLDINGS WEST LLc 981142 06/12/98 13:13 15'713 1 3975 SHELL/LEGAL 48S ®040/041 CONFIDENTIAL SCHEDULE 4.01 MEMBERS; CAPITAL CONTRIBUTIONS Capital Member and Addrcs Number of Contribution Form of Capital = Class of Unity Units Amman Convihulour Shell Martinez Refining Class A 15.1 g Company (1) (2) P.O. Box 711 3485 Pacheco Blvd. Martinez, CA 94553 Shell Odessa Refining Class A 52 C (I) (2) Company P.O. Box 2352 2700 South Grandview Street Odessa, TX 79760 Shell Wood River Refining Class A 1.30 (I) • Company (2) Highway II Roxana, IL 62084 P.O. Box 262 Wood River, IL 62095 Shell Oil Company Class B 73.37 One Shell Plaza (1) (2) 910 Louisiana Houston,Texas 77002 P.O. Box 2463 Houston, Texas 77252-2463 Shell Pipe Line Corporation Two Shell Plan Class D 7,35 (1) (2) 777 Walker Houston, Texas 77002 P.O. Box 2648 Houston,Texas 77252-2648 SPL Holdings Inc. Class B .52 (I) (2) do R.I. Ferris 27 Welwyn Road Newark, DE. 19711 Shell Marketing Holdings, Class B 10 (1) (2) L.L.C. One Shell Plaza 910 Louisiana Houston, Texas 77002 AMENDED AND RESTATED LLC AGREEMENT OF r:W990rp0e91919 M019111921'.019 Teri/It/9911 O1un Sch. 4.01 - Page I SOPC HOLDINGS WEST LLC 991142 *swag 1dt°M!inflow Sum ai noA Noma a cc P 387 472 116 g.e 8 x❑ ❑ E 1 RECEIPT FOR CERTIFIED MAIL r 8 1 1 r $ m NO INSURANCE COVERAGE PROVIDED '�m �t Q NOT FOR INTERNATIONAL MAIL $ N p (See Reverse) rJi N 8 Cr r y �3c� r C7 a EQUILON ENTERPRISES ,Q �N - c TEXACO 095 � m- 8 a 8 I o 10963 1-25 ACCESS RD ° LONGMONT CO 80501 A @ E S on m ntritnrtttiti,u ninth 1. ay ir 0 & o CV t Special Delivery Fee S n Restricted Delivery Fee Co O Return Receipt showing gf gs . w N N to whom and Date Delivered S q g _ Cr. S $ Return Receipt showing to whom. C .E 81 Ct Cl) O ` §i Date.and Address of Delivery ,� W W C) — Q ` c 5 g IA S I- U = i `� g TOTAL Postage and Fees S .04 i 8 1 Z N O 11$ f 8Qz Z ` E g Postmark or Date q y m ¢' Z N O y en CC I u m Q 2 E U' WOO �_ \ 1� ill-filth% m nx W m &OPN WNW OR UO putaldWOO SS3IRICIY NWU30 muM111 , 06/12/98 13:13 12713 41 3975 SHELL/LEGAL 48S a 041/041 CONFIDENTIAL • Capital Number of Contribution Form ot'Capital Member and Address Class of Units Units Amount ContriboiLen Shell Marketing Resources, Class B .26 (I) (2) L.L.C. One Shell Plaza 910 Louisiana Houston, Texas 77002 Shell Oil Products Company Class B .10 (1) (2) One Shell Plaza 910 Louisiana Houston. Texas 77002 P.O. Box 2463 Houston,Texas 77252-2463 Plantation Holdings LLC Class B. 1.29 Cl) (2) (3) (1) The Capital Contribution Amounts shall be as set forth in that certain Schedule of Capital Contributions dated January 14, 1998 which has been received by the parties. (2) All assets and properties identified as being contributed by the respective Subscriber and Shell to the Company as more fully set forth in the Shell Master Contribution Deed, Shell Master Contribution Bill of Sale, Shell Master Contribution Assignment of Permits, Shell Master Contribution Assignment and Assumption of Contracts and Shell Master Contribution Assignment and Assumption of Leases,each dated January 15, 1998,which have been received by the parties prior to the execution of this Agreement. (3) Notwithstanding any provision in this Agreement to the contrary, Plantation Holdings LLC shall not be required to contribute any property pursuant to this Agreement until such time as all required approvals and consents of third parties have been received by Plantation Holdings LLC and the Company. AMENDED AND RESTATED LLC AGREEMENT OF ca.m.9we9\ot9ewisnatruw.m Mann 11 Clam Sch. 4.01 - Page 2 SOPC HOLDINGS WEST LLC 981142 Is your BEEMBRAQQEMW completed on the reveres side? P u w ss • mg/ y XI = r o o m ai giai z P 387 472 110 ] XR • zrn °1 cC a gat O1,i m RECEIPT FOR CERTIFIED MAILCE. Z. r 0 w f5n r0 � a 9 NO INSURANCE COVERAGE PROVIDED — m 111•• NOT FOR INTERNATIONAL MAIL `h I 1 0 - Z i @.I g e m+ (See Reverse) g© r _ Z m O Z IDg 2 m$a Street No 0610.I �� i i�� = O > ((CI X Eo 3 bb4 cFT. m a P State and ZIP Coda" O a ro UZ a) DI o n m it I Postage S ' l& c R a odJ C g $ Certified Fee Q xi I I gI I Special Delivery Fee y 0 �' 3E x o E. c $ Yg Restricted Delivery Fee " ya p al p 1 th J m v ❑ ❑ ❑ C m I M% g Return Receipt showing gy c to whom and Date Delivered m a 6 w im m m 1 es m Return Receipt showing to whom. g, 3 m g Date,and Address of Delivery m 41:\A8 ; "1 c TOTAL Postage and Fees 5 O m 1 !� @' m N Q 3 gvtz ' Z ' ld Postmark or Date so C4 ❑ ❑ �. E n 3 g VS5 LL ic 2 it_ I1 § 1 a. 3 $ ❑ ❑f' — 3, o w -as' § 1 859 � m � m Thank you for using Return Receipt Service. 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