ASSET PURCHASE AND SALE AGREEMENT

Exhibit 2.2

Execution Copy

ASSET PURCHASE AND SALE AGREEMENT

By and Between

EQUILON ENTERPRISES LLC
d/b/a
SHELL OIL PRODUCTS US
(Seller)

and

TESORO REFINING AND MARKETING COMPANY
(Buyer)

January 29, 2007

TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

ANNEXES AND SCHEDULES APPLICABLE TO ALL PREMISES

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DISCLOSURE SCHEDULES

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EXHIBITS

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ASSET PURCHASE AND SALE AGREEMENT

     This Asset Purchase and Sale Agreement (" Agreement ") dated as of the 29th day of January, 2007 (the "Execution Date") , is by and between EQUILON ENTERPRISES LLC , d/b/a Shell Oil Products US, a Delaware limited liability company (" Seller "), and TESORO REFINING AND MARKETING COMPANY , a Delaware corporation (" Buyer ").

R E C I T A L S

      WHEREAS, contemporaneously with the execution of this Agreement the Parties have entered into an Asset Purchase Agreement (the " Refinery Asset Purchase Agreement ") pursuant to which Seller will sell to Buyer, and Buyer will purchase from Seller, the crude oil refinery complex owned by Seller commonly known as the Los Angeles Refinery, located in the cities of Los Angeles, California and Wilmington, California (the " Refinery ");

      WHEREAS, Seller is the owner of various fee properties, leasehold interests and certain improvements and equipment and is a party to certain contracts that Seller desires to sell or assign, and in connection with the acquisition of the Refinery Buyer desires to purchase or take an assignment thereof, all relating to two hundred fifty five (255) retail service stations in California that are currently branded with the Brand (as defined herein);

      WHEREAS, with respect to such two hundred fifty five (255) retail service stations:

     1. Seller owns either the fee or leasehold interest in one hundred thirty two (132) of the retail service stations, as indicated in the site list attached as Annex A (the " Site List "), and Seller operates such retail service stations pursuant to seven (7) separate MSO Agreements (the "Contract Operator Premises ");

     2. Seller owns the fee or leasehold interest in sixty four (64) of the retail service stations, as indicated in the Site List, where Seller currently leases such retail service station to independent dealers (the " RORO Premises " which, together with the Contract Operator Premises, are referred to as the "Purchased Premises ");

     3. Seller supplies the fifty nine (59) remaining retail service stations with retail motor fuel pursuant to retail fuel supply agreements, as indicated in the Site List, but Seller does not otherwise own a property interest in such retail service stations (" Open Dealer Premises "); and

      WHEREAS, Buyer desires to (a) purchase the fee and leasehold interests, as applicable, relating to the Purchased Premises, (b) take an assignment of the MSO Agreements relating to the Contract Operator Premises, (c) take an assignment of certain retail fuel supply agreements relating to the RORO Premises and Open Dealer Premises (including the leasing agreements related to the RORO Premises) and other contracts, (d) purchase certain personal property assets at the Purchased Premises all as more fully set forth herein and (e) take an assignment of certain Wholesale Marketer Agreements of Seller; and

      WHEREAS, concurrently with the execution hereof, the Parties have entered into a Retail Environmental Agreement for purposes of agreeing on certain environmental-related matters applicable during the periods prior to and after the Effective Time (the "Environmental Agreement ");

      NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, including, but not limited to, execution by the Parties of the Refiner-Supplier

Retail Asset Purchase Agreement

Development Agreement (as defined herein), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

ARTICLE 1
DEFINITIONS AND PROCEDURES

     1.1 Definitions and Procedures. Unless defined in this Agreement or the context shall otherwise require, terms used and not defined herein shall have the meanings set forth in Schedule A hereto, and unless otherwise provided in this Agreement, all rules as to usage and procedural conventions set forth in Schedule A hereto shall govern this Agreement.

ARTICLE 2
PURCHASE AND SALE OF THE ASSETS

     2.1 Purchase and Sale of the Assets . Subject to any Purchased Premises or Open Dealer Premises becoming a Dropped Premises as described in Section 2.3 ( Dropped Premises ) below or a ROFR Premises as described in Section 4.5 ( Purchased Premises Subject to Right of First Refusal or Bona Fide Offer to Purchase), and subject to the other terms and conditions herein, at the Effective Time, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire, accept and agree to perform, in each case arising from and after the Effective Time, all of Seller’s right, title and interest in and obligations to and under the following:

     (a) the fee simple interest in the Purchased Premises set forth on Schedule 2.1 (a), together with all easements and rights appurtenant thereto and all buildings and improvements located thereon (the "Fee Premises" ), subject, however, to modification of Schedule 2.1 (a) in accordance with the procedures specified in Section 2.3 ( Dropped Premises ) or Section 4.5 (Purchased Premises Subject to Right of First Refusal or Bona Fide Offer to Purchase );

     (b) the leasehold interest in the Purchased Premises set forth on Schedule 2.1(b)(i) (the "Leased Premises"), together with all rights in and obligations under each lease agreement described on Schedule 2.1(b)(ii) (the "Assumed Leases"), subject, however, to modification of Schedules 2.1(b)(i) and 2.1(b)(ii) in accordance with the procedures specified in Section 2.3 (Dropped Premises );

     (c) all equipment, fixtures and personal property owned by Seller, located on the Purchased Premises and not owned by any Contract Operator, Dealer or Third Party, including the equipment, fixtures and personal property described in general categories on Schedule 2.1(c) (the "Equipment " ), subject, however, to modification of Schedule 2.1(c) in accordance with the procedures specified in Section 2.3 ( Dropped Premises ) or Section 4.5 ( Purchased Premises Subject to Right of First Refusal or Bona Fide Offer to Purchase );

     (d) all Permits for the Contract Operator Premises, to the extent held and assignable by Seller and necessary for the operation of the Contract Operator Premises, including the Permits listed on Schedule 2.1(d) (the "Assigned Permits");

     (e) the MSO Agreements described on Schedule 2.1(e) , subject to the provisions of Section 4.2(b)(iii);

     (f) the wholesale marketer agreements described on Schedule 2.1(f) (the " Wholesale Marketer Agreements ");

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     (g) to the extent assignable by Seller, all (A) contracts, agreements, leases and arrangements relating to personal property or equipment located on the Purchased Premises, (B) retail sales area and repair facility leases operated at the Purchased Premises, and (C) non-petroleum leases and contracts, agreements, leases and arrangements related to quick-serve restaurants at any of the Purchased Premises (the "Assumed Contracts " ), subject to the provisions of Section 4.2(b)(iii) ;

     (h) the Retail Sales Agreements, the Retail Facility Lease Agreements, the Incentive Agreements and the Security Agreements described on Schedule 2.1(h) (collectively, the "Dealer Instruments" );

     (i) all Refined Petroleum Products Inventory at the Contract Operator Premises as of the Conversion Date;

     (j) any and all security or other deposits and unamortized balances held by Seller under any Assumed Contract; and

     (k) to the extent available, the Asset Records.

     The items listed in Section 2.1 (a) — (k) , excluding the Excluded Assets, being collectively referred to herein as the " Assets ."

      2.2 Excluded Assets. Notwithstanding Section 2.1 (Purchase and Sale of the Assets), and for the avoidance of doubt, Seller shall not sell to Buyer and Buyer shall not purchase from Seller, or assume any of Seller’s rights under, any of the following pursuant to this Agreement:

     (a) any asset or agreement set forth on Schedule 2.2(a);

     (b) any Dropped Premises or ROFR Premises, as applicable, and the Assets related thereto;

     (c) the UST System(s) identified on Schedules 3.01 (a)(i) and 3.01(a)(ii) to the Environmental Agreement;

     (d) any Permit that is not held or assignable by Seller or necessary for the operation of the Purchased Premises, including, without limitation, any Permit regarding the sale or ownership of alcoholic beverages and any Permit regarding the sale of lottery tickets or presence of gaming equipment;

     (e) any asset located at a Purchased Premises or an Open Dealer Premises that is owned by a Contract Operator, Dealer or any other Third Party;

     (f) any Non-Petroleum Products Inventory owned by a Contract Operator, Dealer or any other Third Party;

     (g) any groundwater monitoring wells or other environmental equipment at the Purchased Premises on the Closing Date, or installed after the Closing Date by Seller pursuant to Section 6.05 of the Environmental Agreement;

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     (h) any automatic teller machines, back office computer equipment and telecommunication equipment at the Purchased Premises, including satellite communications equipment;

     (i) any software programs that track sales information at the Purchased Premises or that monitor USTs and Refined Petroleum Products Inventory; and

     (j) any right, title or interest in any logo, trade name, trademark, service mark, house mark, domain name, web site or company name to the extent it contains or consists of the word "Shell", "SOPUS", "Select", "Shell Rapid Lube", "Pennzoil" or "Quaker State" or the "Shell", "SOPUS", "Select", "Shell Rapid Lube", "Pennzoil" or "Quaker State" emblem or any other emblem, logo or other mark in which "Shell", "SOPUS", "Select", "Pennzoil" or "Quaker State" or any of them appears in translational or transliteral form or any third party logo, trade name, trademark, service mark, house mark, domain name, web site or company name used in connection with the Purchased Premises (rights, if any, to use the "Shell" marks/names being granted pursuant to, and subject to the conditions of the Refiner-Supplier Development Agreement).

     The items listed in Section 2.2(a)-(j) being collectively referred to herein as the " Excluded Assets ". Title to the Excluded Assets is not being transferred to Buyer pursuant to this Agreement or the transactions contemplated herein.

     2.3 Dropped Premises.

     (a) Pursuant to the procedures set forth in this Section 2.3 , a Party may elect to drop one or more of the Purchased Premises or assignment of Dealer Instruments as it relates to an Open Dealer Premises (each then referred to as a " Dropped Premises " ) as provided below:

     (i) If (i) Seller is unable, within the time provided for in Section 4.4 ( Title Objections ), to cure any Material Title Objections made by Buyer under the terms of Section 4.4 ( Title Objections ) to the satisfaction of Buyer, (ii) Seller and Buyer are unable to reach agreement in respect of any Material Title Objections made by Buyer under the terms of Section 4.4 (Title Objections) and (iii) Buyer does not waive any uncured Material Title Objection, Buyer may drop the applicable Purchased Premises from this Agreement;

     (ii) If after the Execution Date and prior to the Closing Date, a public taking of an entire Purchased Premises or Open Dealer Premises occurs, or a partial taking occurs that materially impairs the continued operation of such Purchased Premises or Open Dealer Premises as a retail motor fuel facility, Buyer may drop the applicable Purchased Premises or Open Dealer Premises from this Agreement upon written notice to Seller and, if with respect to a Purchased Premises, the Title Company;

     (iii) If based on the UST System review described in Section 3.01(c)(ii) of the Environmental Agreement, Seller determines that removal of a UST System at a Purchased Premises is appropriate, Buyer may drop the applicable Purchased Premises from this Agreement upon written notice to Seller and the Title Company;

     (iv) In the event of substantial loss or damage to any Purchased Premises or Open Dealer Premises after the Execution Date and prior to the Closing Date by fire or other casualty that materially impairs the continued operation of such Purchased Premises

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as a retail motor fuel facility and the Parties have failed to agree on an appropriate price reduction pursuant to Section 4.7 ( Casualty Loss ), Buyer may drop the applicable Purchased Premises or Open Dealer Premises from this Agreement upon written notice to Seller and, if with respect to a Purchased Premises, the Title Company;

     (v) In the event that Seller is unable to obtain any Seller Required Consent (other than a consent related to an exercise of a right of purchase or right of first refusal which is governed by Section 4.5 ( Purchased Premises Subject to Right of First Refusal or Bona Fide Offer to Purchase ) and other than a Seller Required Consent related to the assignment of an MSO Agreement) with respect to any particular Purchased Premises, either Party may drop such Purchased Premises from this Agreement upon written notice to the other Party and the Title Company; provided , however, that Seller’s right to drop a Purchased Premises pursuant to this subparagraph (v) for failure to obtain a Seller Required Consent shall be conditioned on Seller having taken such actions to obtain such Seller Required Consent as are commercially reasonable and necessary under the circumstances (it being understood that such actions by Seller shall not include any requirement of Seller to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party);

     (vi) In the event that a particular Purchased Premises is the subject of any pending or threatened litigation, either Party may drop such Purchased Premises from this Agreement upon written notice to the other Party and the Title Company; and

     (vii) In the event that Seller has notified a Dealer that such Dealer is in payment default under its respective Dealer Instruments, such payment default is in an amount in excess of $25,000, and such payment default remains uncured for a period of more than thirty (30) days after the date on which Seller notifies such Dealer of the payment default, Buyer may drop the applicable Purchased Premises or Open Dealer Premises from this Agreement upon written notice to Seller and, if with respect to a Purchased Premises, the Title Company.

Purchased Premises may not be dropped pursuant to subparagraphs (i) , (iii) or (v)  above after the seventieth (70th) day following the Execution Date.

     (b) If a Party elects to drop any Purchased Premises or Open Dealer Premises as provided above, then subject to subparagraph (c) below, (i) Seller shall substitute the Purchased Premises or Open Dealer Premises that become Dropped Premises with a replacement asset or assets ( "Replacement Asset(s)" ) with equivalent historical annual volume as the Dropped Premises, (ii) the Purchase Price shall be adjusted to account for the difference (positive or negative, if any) between the value attributable to the Dropped Premises and the value attributable to the Replacement Asset(s) substituted in accordance with this Section 2.3 , and (iii) Schedules 2.1 (a) through 2.1(c), Schedule 2.1(h) and the Site List (as applicable) shall be updated to reflect the removal of the Dropped Premises from the Assets and the addition of the Replacement Asset(s), together with any personal property and equipment associated therewith, to the Assets.

     (c) Seller shall have no further obligation to substitute Dropped Premises with Replacement Asset(s) pursuant to subparagraph (b) above from and after such time as the aggregate historical annual volume of all Replacement Assets substituted pursuant to subparagraph (b)  equals or exceeds 57,600,000 gallons per year (the "Drop Threshold").

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     (i) After such time as the Drop Threshold has been reached, in the event that a Party elects to drop any Purchased Premises or Open Dealer Premises as provided above, (A) the Purchase Price will be reduced by an amount that is mutually agreed by the Parties, (B) the "Minimum Annual Gallons" (as defined in the Refiner-Supplier Development Agreement) shall be reduced by the number of gallons attributable to the Dropped Premises set forth in the Refiner-Supplier Development Agreement, (C) Schedules 2.1 (a) through 2.1(c), Schedule 2.1(h) and the Site List (as applicable) shall be updated to reflect the removal of the Dropped Premises from the Assets, and (D) other than as provided in clauses (A) through (C) of this subparagraph (c)(i), Buyer shall not be entitled to any other remedy, either at law or in equity, including, without limitation, damages of any nature whatsoever or specific performance with respect to the Dropped Premises or to substitution of the Dropped Premises, all of which Buyer hereby irrevocably waives.

     (ii) At any time after the Drop Threshold has been reached, Buyer may revoke its previous election to make a Purchased Premises or Open Dealer Premises a Dropped Premises and agree that such Dropped Premises shall be included as an Asset (in such case, a " Reinstated Premises " ), in which case (A) Schedules 2.1 (a) through 2.1(c), Schedule 2.1(h) and the Site List (as applicable) shall be updated to reflect the addition of such Reinstated Premises as an Asset and (B) the Purchase Price shall be adjusted to account for both the increase in value attributable to such Reinstated Premises as well as the decrease in value attributable to such Reinstated Premises when taking into consideration the particular reason the Reinstated Premises was originally dropped pursuant to subparagraphs (a)(i) through (a)(vii) above.

     (d) In the event that the Parties are unable to mutually agree upon a valuation of a Dropped Premises or Replacement Asset(s) for purposes of this Section 2.3, then the Parties shall proceed to resolve such disagreement in accordance with the procedures described in Section 4.2(c); provided that if the Parties are unable to resolve such disagreement in accordance with the procedures described in Section 4.2(c) then, prior to referring the matter to the dispute resolution procedures established in Section 13.3 ( Dispute Resolution ), the Parties shall refer the matter to one or more appraisers for resolution; provided, further, that if there are any disagreements with respect to valuation pending on the Closing Date then (i) no adjustment to the Purchase Price shall be made for purposes of Closing, (ii) the Parties shall proceed with the Closing and (iii) following the Closing the Parties shall continue to work together to reach an agreement on any outstanding valuation matters for sixty (60) days after the Closing Date. If, upon the expiration of such 60-day period the Parties have been unable to mutually agree on the valuation of any Dropped Premises, Replacement Asset(s) or the amount of any corresponding adjustments to the Purchase Price, the Parties shall refer the matter to the dispute resolution procedures established in Section 13.3 ( Dispute Resolution ).

     2.4 Removed UST Systems. Buyer acknowledges that Schedules 3.01(a)(i) and 3.01(a)(ii) of the Environmental Agreement identify certain UST Systems located at Purchased Premises that will be removed by Seller prior to the Effective Time or after the Effective Time, as the case may be, and that no adjustment to the Purchase Price will occur as a result of such removal. Buyer acknowledges that UST Systems may be added to or removed from Schedules 3.01 (a)(i) and 3.01(a)(ii) of the Environmental Agreement and adjustments will be made, as a result of such additions and deletions, to the Purchase Price as provided in Article III of the Environmental Agreement.

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     2.5 Refiner-Supplier Development Agreement. As an inducement to each of Seller and Buyer to enter into this Agreement, at Closing Seller and Buyer shall enter into a Refiner-Supplier Development Agreement in the form of Exhibit E (the " Refiner-Supplier Development Agreement " ).

ARTICLE 3
PURCHASE PRICE

     3.1 Purchase Price for Assets Other than Inventory. The Parties hereby agree that the aggregate purchase price payable by Buyer for the Assets other than the Refined Petroleum Products Inventory (the " Purchase Price " ) is included within the purchase price payable by Buyer under the Refinery Asset Purchase Agreement. The Parties further agree that the Purchase Price shall be subject to adjustment (a) as provided in Section 2.3 ( Dropped Premises ), (b) as provided in Section 4.5 ( Purchased Premises Subject to Right of First Refusal or Bona Fide Offer to Purchase ), (c) as provided in Section 4.7 ( Casualty Loss ) and (d) as provided in the Environmental Agreement with respect to USTs to be removed prior to or after the Effective Time. In addition, Buyer shall be responsible for the payment of Taxes, costs and such other fees, as provided in Section 5.4 ( Costs, Fees and Taxes Related to Closing ), Section 9.2 ( Taxes ) and Section 9.3 ( Expenses ) of this Agreement.

     3.2 Refined Petroleum Products Inventory Count . At a mutually agreed time on the Conversion Date for each Contract Operator Premises, Seller shall conduct an inventory, using the electronic tank gauging equipment currently installed at each Contract Operator Premises, of the Refined Petroleum Products Inventory present at each of the Contract Operator Premises. After the electronic inventory is taken, Seller shall prepare an inventory statement for each of the Contract Operator Premises setting forth the quantities of each product grade of the Refined Petroleum Products Inventory on the applicable Conversion Date. The inventory statement shall also reflect the corresponding value for each product grade of Refined Petroleum Products Inventory, which shall be calculated based on the following values as of the close of the Business Day prior to the Conversion Date (such statement, an " Inventory Statement " ):

     (a) Gasoline to be calculated as follows:

Premium: (V-Power): BG PUL 90 CARBOB for ETOH 5.7% Vol.: OPIS Los Angeles SpotPL CARBOB-P High, times 47.15%, plus OPIS Los Angeles Spot PL CARBOB-P Low, times 47.15%, plus OPIS Los Angeles Spot Ethanol, Mid times 5.7%.

Regular: BG RUL 85.5 CARBOB for ETOH 5.7% Vol.: OPIS Los Angeles Spot PL CARBOB-R High, times 47.15%; plus OPIS Los Angeles Spot PL CARBOB-R Low times 47.15%; plus OPIS Los Angeles Spot Ethanol, Mid times 5.7%.

Mid Grade: Premium (as calculated above) times 50%, plus Regular times 50%.

In addition to the base gasoline, the following elements will be added to each of above figures to arrive at a total figure per gallon:

Transportation, Terminal & Delivery: 5.25 cents per gallon.

Gasoline Fee: 1.725 cents per gallon.

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     (b) Diesel to be calculated as follows:

Diesel Distillate: OPIS Los Angeles Spot PL CARB No. 2 High, times 50%, plus OPIS Los Angeles Spot PL CARB No. 2 Low, times 50%.

In addition to the base diesel, the following elements will be added to arrive at a total figure per gallon:

Transportation, Terminal & Delivery: 5.25 cents per gallon.

Diesel Fee: .75 cents per gallon.

On the Conversion Date, once the Inventory Statements have been reviewed and accepted by Seller and Buyer, the Inventory Statements for each Contract Operator Premises shall be executed by Buyer and Seller.

     3.3 Inventory Payment. Payment for the value of the Refined Petroleum Products Inventory as determined pursuant to Section 3.2 ( Refined Petroleum Products Inventory Count ) shall be paid by Buyer within five (5) days of Buyer’s receipt of the Inventory Statement in U.S. Dollars by wire transfer to the account(s) designated in writing by Seller.

     3.4 Deferred Like-Kind Exchange . Either Party may elect to structure the conveyance, transfer or assignment of all or an applicable portion of the Assets as a tax-free exchange pursuant to Section 1031 of the Code (a " 1031 Exchange " ), provided that (a) such Party gives notice of such election to the other Party at least fifteen (15) days prior to the Closing Date, (b) Buyer shall not be required to take title to any other property and (c) such structure does not have any adverse effect on the other Party. If such an exchange is elected by such Party (the " Electing Party " ), the Parties will use commercially reasonable efforts to execute all necessary 1031 Exchange documents ( provided , that any costs and expenses incurred shall be borne by the Electing Party), that shall be in a form mutually acceptable to the Parties.

ARTICLE 4
PRE-CLOSING COVENANTS AND AGREEMENTS

     4.1 Right of Entry and Inspection. Until the Closing Date, Buyer may, personally or through agents, employees, appraisers, contractors or subcontractors, enter the Purchased Premises, at Buyer’s sole cost and expense and at reasonable times during normal business hours, and inspect the Purchased Premises and the equipment and personal property located thereon and Seller’s relevant books and records relating thereto, except for such books and records which may not be provided by Seller to Buyer in accordance with applicable Law or which contain competitive information of Seller or its Affiliates. Buyer shall coordinate all such inspections with Seller to minimize disruption of business at the Purchased Premises. Buyer’s right of entry and inspection is limited to visual inspection only (which may include inspection of the physical condition and characteristics of the Purchased Premises and the taking of photographs) and Buyer shall not perform intrusive or invasive tests or inspections of any kind. Seller will reasonably cooperate with Buyer to coordinate (i) Buyer’s inspection of the Open Dealer Premises and (ii) communications between Buyer and lessors, lessees, Contract Operators, Dealers, employees and subcontractors; provided that Buyer shall not communicate with any lessor, lessee, Contract Operator, Dealer, employee or subcontractor during visits to any of the Purchased Premises, Open Dealer Premises or otherwise without first obtaining the express consent of Seller’s Assigned Rep. Buyer assumes all risks involved in entering and inspecting the Purchased Premises and Open Dealer Premises.

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     4.2 Pre-Closing Transition and Dispute Resolution.

     (a) Transitional Matters. Seller agrees to reasonably cooperate with Buyer prior to Closing in order to facilitate the transition of the Assets to Buyer and allow Buyer to operate the Assets after Closing.

     (b) Contracts.

     (i) Promptly following the Execution Date, Seller shall solicit any Seller Required Consents required under any Assumed Contracts, Assumed Leases, MSO Agreements, Dealer Instruments or Wholesale Marketer Agreements.

     (ii) To the extent that Buyer has not been provided with true and correct copies of all the Assumed Contracts, Assumed Leases, MSO Agreements, Dealer Instruments and Wholesale Marketer Agreements prior to the Execution Date, Seller shall promptly, but in any event within thirty (30) days following the Execution Date, provide or make available true and correct copies of such contracts to Buyer. Additionally, no later than forty five (45) days following the Execution Date, Seller shall have made available to Buyer the information set forth on Schedule 4.2(b). Notwithstanding the provision of any documents or information pursuant to this Section, Buyer hereby acknowledges that it is relying on its own review and investigation of the documents and information made available by Seller and that Seller is making no representations or warranties other than the representations and warranties of Seller in ARTICLE 7.

     (iii) Buyer shall have a period of thirty (30) days following delivery of copies of the Assumed Contracts and MSO Agreements pursuant to subparagraph (b)(ii) to request that Seller terminate, prior to Closing, any Assumed Contract or MSO Agreement that may be terminated by Seller without any cost, termination fee or similar expense to Seller. Seller shall have no obligation to terminate an Assumed Contract or MSO Agreement unless Seller is able to terminate such Assumed Contract or MSO Agreement without any cost, termination fee or similar expense to Seller, in which case Seller shall either (A) terminate such Assumed Contract or MSO Agreement prior to or effective as of the Closing Date or (B) in the event such Assumed Contract or MSO Agreement is not able to be terminated prior to or effective as of the Closing Date due to a pre-termination notice or similar provision, then Seller shall initiate termination proceedings with respect to such Assumed Contract or MSO Agreement at or prior to Closing, and such Assumed Contract or MSO Agreement shall constitute an Asset assigned to Buyer at Closing. For the avoidance of doubt, any Assumed Contract or MSO Agreement that Seller is unable to terminate prior to or effective as of the Closing Date in accordance with this subparagraph (b)(iii) shall be assumed by Buyer at the Effective Time.

     (c) Disputes. During the period prior to Closing, prior to referring any dispute, disagreement or matter in controversy to the dispute resolution procedures established in Section 13.3 (Dispute Resolution) hereof the Parties shall attempt to resolve such dispute, disagreement or matter in controversy in accordance with the procedures established in this subparagraph (c). In the event any dispute, disagreement or matter in controversy arises between the Parties, either Party may send to the other Party a written notice briefly summarizing the nature of the matter and requesting that the Parties resolve such matter pursuant to this subparagraph (c). Within three (3) days of receipt of such notice, the other Party shall cause its Assigned Rep to meet with the Assigned Rep of the requesting Party and attempt in good faith to resolve such dispute, disagreement or matter in controversy. If the Parties’ Assigned Reps are unable, within five (5)

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days of their initial meeting, to resolve such dispute, disagreement or matter in controversy to the reasonable satisfaction of the Parties, then either Party may notify the other Party that it desires that the matter be referred to management-level personnel of the Parties for further discussion and resolution. Following delivery of any such notice, each Party shall cause a Vice President or other officer with a similar level of responsibility and decision-making authority (a "Management-Level Rep") to meet with the other Party’s Management-Level Rep to further discuss and attempt in good faith to resolve such dispute, disagreement or matter in controversy. For purposes of the preceding sentence, it is agreed that Buyer will designate Everett Lewis as its Management-Level Rep and Seller will designate David A. Sexton as its Management-Level Rep. If the Parties’ Management-Level Reps are unable, within five (5) days of their initial meeting, to resolve such dispute, disagreement or matter in controversy to the reasonable satisfaction of the Parties, then either Party may refer the matter to the dispute resolution procedures established in Section 13.3 (Dispute Resolution) hereof.

     (d) Employee Matters. Seller and Buyer agree to the provisions concerning employees as set forth in Schedule 4.2(d).

     4.3 Title Commitments/Title Policies. On or prior to thirty (30) days after Buyer and Seller mutually select a nationally recognized title company (the "Title Company" ), Seller shall deliver to Buyer a preliminary title report and form of Title Commitment for each of the Purchased Premises, together with true, correct and legible copies of all instruments referred to in the title reports as conditions or exceptions to title by the Title Company. Buyer and Seller shall each pay fifty percent (50%) of the costs of the premiums for the CLTA Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance on the Purchased Premises. In the event that Buyer elects to purchase extended coverage/owner’s title policies (ALTA), the incremental cost of such coverage/policies and any required surveys shall be paid solely by Buyer. Additionally, Buyer shall be solely responsible for the purchase of any lenders policies of title insurance. The legal description of a Fee Premises that is attached to the Grant Deed for such Fee Premises shall be the same as the legal description on the grant deed that was used when Seller acquired such Fee Premises. Likewise, the legal description of a Leased Premises that is set forth in the Assignment of Lease for such Leased Premises shall be the same as the legal description reflected in the underlying Assumed Lease.

     4.4 Title Objections . Within thirty (30) days following receipt of the preliminary title reports referred to in Section 4.3, Buyer shall (a) review the form of Title Commitment and any related correspondence or information provided by Seller to the Title Company for each of the Purchased Premises and (b) give written notice to Seller of any Material Title Objections which Buyer or their lender may have to title. Material Title Objections shall not include the encumbrances set forth on Schedule 4.4 ("Permitted Encumbrances"). Seller is not obligated to cure title defects, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State by Seller, such taxes shall not be considered a Material Title Objection, provided Seller furnishes Buyer or the Title Company a letter agreeing to satisfy any delinquency for such taxes. Within fifteen (15) days after receipt of Buyer’s notice of Material Title Objections, Seller shall commence to use its commercially reasonable efforts to cure the Material Title Objections to the reasonable satisfaction of the Title Company or reach an agreement with Buyer as to the resolution of the Material Title Objections. If Seller is unable to cure a Material Title Objection and the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) days, Buyer may, at Buyer’s option, either (a) waive such uncured Material Title Objection and proceed with the transactions contemplated by this Agreement; or (b) if Buyer does not so waive such uncured Material Title Objection, then drop the applicable Purchased Premises from this Agreement pursuant to Section 2.3 (Dropped Premises) and consummate the purchase of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to the

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contrary, except in the case where Seller is contesting a Monetary Lien in good faith, in the event that any Purchased Premises is subject to Monetary Liens such Purchased Premises shall not be subject to the provisions of Section 2.3 (Dropped Premises) as a result of such Monetary Liens, so long as the Purchase Price is reduced by the value of such Monetary Liens which are not remedied by Seller prior to Closing (such evidence of payoff to be reasonably satisfactory to Buyer). If Seller is contesting a Monetary Lien in good faith then there shall be no Purchase Price reduction and such Purchased Premises shall be subject to the provisions of Section 2.3 (Dropped Premises). For purposes of this Section 4.4, the term "Monetary Liens" shall collectively refer to any of the following: (a) any mortgage, deed of trust, or other instrument securing any financial obligation of any party other than Buyer; (b) any tax liens, abstracts of judgments, mechanics’ liens or similar liens or encumbrances which require any monetary payment to remove or release; (c) any lien for delinquent taxes or assessments; and (d) any notices of default, foreclosure notices, or similar notices reflecting any action being taken to assert or foreclose upon any lien or encumbrance.

     4.5 Purchased Premises Subject to Right of First Refusal or Bona Fide Offer to Purchase . If, between the Execution Date and the Closing, a Dealer notifies Seller that it has elected to exercise a right of purchase or right of first refusal with respect to the RORO Premises leased to such Dealer by Seller (each such RORO Premises with respect to which such a right is exercised is hereinafter referred to as a "ROFR Premises" ), Seller shall promptly notify Buyer of such exercise. Upon any RORO Premises becoming ROFR Premises, (a) the Purchase Price will be reduced by an amount equal to the amount that the Dealer has agreed to pay Seller for the ROFR Premises or, if the purchase of the ROFR Premises has been consummated prior to the Closing Date, the amount actually paid by the Dealer for the ROFR Premises (provided that the sales price offered to such Dealer by Seller shall be based upon the value of the ROFR Premises as determined pursuant to an appraisal obtained by Seller), and (b) the ROFR Premises and all personal property and equipment associated therewith will no longer be included as Assets for any purposes hereunder and Schedules 2.1 (a) through (c), Schedule 2.1 (h) and the Site List (as applicable) shall be updated accordingly. Except for the reduction in the Purchase Price described in the preceding sentence, Buyer is not entitled to any other remedy, either at law or in equity, including, without limitation, damages of any nature whatsoever and specific performance with respect to the ROFR Premises or to substitution of the ROFR Premises, all of which Buyer hereby irrevocably waives. Notwithstanding Section 2.3 hereof, it is hereby agreed that to the extent any Purchased Premises become ROFR Premises this Section 4.5 shall be the exclusive statement of the rights of Buyer in respect of such Purchased Premises.

     4.6 Condemnation . If, after the Execution Date and before the Closing Date, Seller is notified in writing by any Governmental Entity that a formal proceeding has been or will be instituted by such Governmental Entity for the public taking of all or any portion of a Purchased Premises or the impairment of access to, or other interference with any Purchased Premises, Seller shall provide Buyer prompt notice of such action. If the Purchased Premises which is the subject of the public taking is not dropped pursuant to Section 2.3 (Dropped Premises), then Seller shall assign to Buyer all of Seller’s rights to compensation from such taking.

     4.7 Casualty Loss . If, after the Execution Date and before the Closing Date, there is a substantial loss or damage to any Purchased Premises by fire or other casualty which precludes the continued operation of such Purchased Premises as a retail motor fuel facility, Seller shall provide written notice to Buyer and within ten (10) days of such notice Seller and Buyer shall discuss an appropriate reduction to the Purchase Price. If the Parties cannot agree on an appropriate Purchase Price reduction, Buyer may drop such Purchased Premises pursuant to Section 2.3 (Dropped Premises).

     4.8 Access Agreement . Buyer agrees to execute an Access Agreement, the form of which is attached as Exhibit F, which shall be recorded in the real property records together with the Grant Deed or

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Assignment of Lease, as applicable, to the Purchased Premises. The Access Agreement grants, on behalf of Buyer, its heirs, successors and assigns, permission to Seller, its employees, authorized agents and contractors, to enter the Purchased Premises (including any building and facilities located thereon), following notice to Buyer as may be provided by the Access Agreement, to conduct the activities described in Articles III and V of the Environmental Agreement and Sections 6.01 and 6.02 of the Environmental Agreement.

     4.9 Supplemental Disclosures. The Parties acknowledge that they have not had an opportunity prior to the Execution Date to compile a data room or conduct full due diligence and that this Section 4.9, together with Section 10.1(d) , is intended to provide Buyer’s sole and exclusive remedy in connection with any disclosure by Seller of additional matters after the Initial Schedules Update. Within thirty (30) days of the Execution Date (the " Initial Schedules Update" ), Seller shall update the Schedules to this Agreement and the Schedules to the Environmental Agreement to reflect information not provided on such Schedules as of the Execution Date. Thereafter, Seller may notify Buyer of additions or changes to the Schedules to this Agreement or the Environmental Agreement (as applicable) solely required to reflect events occurring subsequent to, or facts discovered by Seller after, the Initial Schedules Update, so as to cause such Schedules to accurately reflect the information required to be disclosed thereon and Seller’s representations and warranties contained herein (other than any which speak as to a particular date) to be true and correct in all material respects as of the Closing Date. Subject to the following sentence, notices given by Seller pursuant to this Section 4.9 will be deemed to have amended the Schedules to this Agreement or the Environmental Agreement (as applicable), to have qualified the representations and warranties contained in ARTICLE 7 , and to have corrected any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the fact, circumstance, event or development (with the result that no misrepresentation or breach shall be deemed to have occurred), in each case to the extent of the disclosure contained in such notice, including for purposes of Section 6.1 (a) . If such additions or changes are reasonably estimated (as determined by the Parties acting in good faith) to result (individually or in the aggregate) in Losses to Buyer in excess of Five Hundred Thousand Dollars ($500,000), the Parties shall negotiate in good faith to determine a reasonable adjustment to the Purchase Price to fully reflect such Losses estimated to be incurred by Buyer resulting from such matters; provided , however , that in the event such Losses are reasonably estimated (as determined by the Parties acting in good faith) to exceed Fifty Million Dollars ($50,000,000), then either Party shall have the right to terminate this Agreement pursuant to Section 10.1(d) and if the Closing occurs Buyer shall have no right to make a Claim with respect to such matters under ARTICLE 11 ( Indemnification ) or otherwise. For the avoidance of doubt, the Parties agree that to the extent this Agreement otherwise provides for a remedy in connection with a matter disclosed pursuant to this Section 4.9 (including, but not limited to, the ability to drop Purchased Premises and related adjustments to the Purchase Price), then such matter shall not be deemed to result in a Loss to Buyer for purposes of the two preceding sentences.

     4.10 Operations Prior to Closing . During the period between the Execution Date and the Effective Time, Seller shall conduct the business of owning and operating the Assets in the ordinary course of business consistent with Seller’s customary practices and shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to the Execution Date, with a view toward maintaining the Assets and the business associated therewith in at least the same condition as enjoyed on the Execution Date. Seller shall not materially alter the Assets other than in the ordinary course of business or transfer or dispose of any improvements, equipment or property which comprises the Assets with the exception of items sold, transferred, disposed of or consumed in the ordinary course of business or otherwise with the consent of Buyer. Seller will not cause, without the express written consent of Buyer, any lien to attach to any of the Purchased Premises or any of the Assets at any time after the Execution Date that will remain in effect after Closing.

ARTICLE 5

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CLOSING

     5.1 Closing. Unless this Agreement is earlier terminated pursuant to Section 10.1 ( Methods of Termination ), and subject to the conditions set forth in ARTICLE 6 ( Conditions to Closing ), the Closing of the transactions contemplated hereby shall occur at the offices of Seller’s counsel at 1301 McKinney, Suite 5100, Houston, Texas 77010, (a) on a Business Day that is five (5) Business Days after the expiration of the waiting period, or any extension thereof (without challenge), provided for in HSR, or (b) at such other time and place as may be mutually agreed to by the Parties (the "Closing Date").

     5.2 Closing Deliveries and Actions by Seller . At Closing, Seller shall deliver, or cause to be delivered, to the Title Company and the Buyer the following:

     (a) a grant deed conveying to Buyer each of the Fee Premises, in the form attached as Exhibit A (the " Grant Deed " ), duly executed and acknowledged by Seller;

     (b) an assignment or assignments transferring each of the Assumed Leases to Buyer, in the form attached as Exhibit B (the " Assignment of Lease " ), duly executed and acknowledged by Seller;

     (c) an assignment or assignments conveying the Equipment, excluding the Refined Petroleum Products Inventory, to be transferred to Buyer, in the form attached as Exhibit C (the " Bill of Sale " ), duly executed by Seller;

     (d) an assignment or assignments transferring any Assumed Contracts to Buyer in the form attached as Exhibit D (the " Assignment of Contracts " ), duly executed by Seller:

     (e) the Refiner-Supplier Development Agreement, in each case duly executed by Seller;

     (f) an Access Agreement for each of the Purchased Premises, each such Access Agreement to be in the form attached as Exhibit F (the " Access Agreement " ), duly executed and acknowledged by Seller;

     (g) (i) a "non-foreign person affidavit" pursuant to Section 1445 of the Code and the regulations promulgated thereunder, such affidavit to be in the form of Exhibit G, duly executed by Seller, and (ii) a Certificate of California Residency pursuant to California Revenue and Taxation Code Sections 18662(e)(i), 18662(e)(2)(E)(iii) and 18668;

     (h) an assignment or assignments conveying the MSO Agreements and the Wholesale Marketer Agreements to Buyer, in the form attached as Exhibit H (the " Assignment of MSO and Wholesale Marketer Agreements " ), duly executed by Seller;

     (i) an assignment or assignments conveying the Dealer Instruments to Buyer, in the form attached as Exhibit I (the " Assignment of Dealer Instruments " ), duly executed by Seller;

     (j) a Transition Services Agreement, in the form attached as Exhibit J (the " Transition Services Agreement " ), duly executed by Seller;

     (k) the Agreement Regarding Conversion of Premises, duly executed by Seller;

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     (1) such instruments, affidavits and certificates (other than landlord estoppel or other similar estoppel certificates), as may be reasonably requested by the Title Company for the consummation of the transactions contemplated by this Agreement and the transfer of the Assets in connection therewith;

     (m) copies of the Seller Required Consents;

     (n) copies of the Assigned Permits;

     (o) the books and records described in Section 2.1(k);

     (p) a certificate dated the Closing Date and signed by an authorized officer of Seller, certifying as to the fulfillment of the conditions set forth in Section 6.1 (a); and

     (q) such like-kind exchange documents that Buyer may reasonably request Seller to execute.

     5.3 Closing Deliveries and Actions by Buyer. At Closing, Buyer, and where applicable Buyer’s Affiliate, shall deliver, or cause to be delivered, to the Title Company and the Seller the following:

     (a) the Purchase Price, as adjusted pursuant to the terms hereof, by means of wire transfer of immediately available funds to the account(s) designated in writing by Seller;

     (b) the Assignment of Lease(s), duly executed and acknowledged by Buyer;

     (c) the Bill of Sale, duly executed by Buyer;

     (d) the Assignment of Contracts, duly executed by Buyer;

     (e) the Assignment of MSO and Wholesale Marketer Agreements, duly executed by Buyer;

     (f) the Assignment of Dealer Instruments, duly executed by Buyer;

     (g) the Refiner-Supplier Development Agreement, duly executed by Buyer;

     (h) an Access Agreement for each of the Purchased Premises, duly executed and acknowledged by Buyer;

     (i) the Transition Services Agreement, duly executed by Buyer;

     (j) the Agreement Regarding Conversion of Premises, duly executed by Buyer;

     (k) copies of the forms relating to the registration, permitting and/or licensing (as required by Law) of all the UST Systems constituting the Assets in the State to be filed by Buyer on the Closing Date with the applicable Governmental Entity to evidence Buyer’s ownership of the UST Systems in the State, together with any then issued permit(s) necessary for Buyer to install UST Systems at the Pre-Closing Removal Premises located in the State;

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     (1) such instruments, affidavits and certificates, as may be reasonably requested by the Title Company for the consummation of the transactions contemplated by this Agreement and the transfer of the Assets in connection therewith;

     (m) a certificate dated the Closing Date and signed by an authorized officer of Buyer, certifying as to the fulfillment of the conditions set forth in Section 6.2(a); and

     (n) such like-kind exchange documents that Seller may reasonably request Buyer to execute.

     5.4 Costs, Fees and Taxes Related to Closing . Buyer shall pay all costs for tax certificates and costs of recording the Grant Deeds and Assignments of Lease for the Purchased Premises, and Seller shall pay all costs of recording any Access Agreements applicable to the Purchased Premises. Buyer and Seller shall each be responsible for payment of fifty percent (50%) of any transfer (whether city, county or state transfer taxes), transaction, privilege (including, without limitation, a business and occupation tax), excise, revenue stamp, sales or use taxes, license fees or other taxes imposed on, levied on or with respect to the transfer of the Purchased Premises or any personal property or equipment transferred with the Purchased Premises.

     5.5 Prorations .

     (a) Real Property Taxes . General and special real estate and other ad valorem Taxes and assessments and other state or local Taxes, fees, charges and assessments in respect of the Purchased Premises on the basis of the fiscal year in which the Closing occurs shall be prorated between Buyer and Seller as of the Closing Date. If the Closing Date shall occur before the tax rate or assessment is fixed for such fiscal year, the apportionment of such Taxes and payments at the Closing shall be based upon the most recently ascertainable Tax bills; provided that Buyer and Seller shall recalculate and re-prorate said Taxes and payments and make the necessary cash adjustments promptly upon the issuance, and on the basis, of the actual Tax bills received for the fiscal year in which the Closing occurs and the amount of any payments in lieu of Tax made with respect to any such fiscal year.

     (b) Personal Property Taxes . Personal property Taxes, if any, on the basis of the fiscal year in which the Closing occurs shall be prorated between Buyer and Seller as of the Closing Date. If the Closing Date shall occur before the tax rate or assessment is fixed for such fiscal year, the apportionment of such Taxes at the Closing shall be based upon a reasonable estimate agreed upon by Buyer and Seller; provided , that Buyer and Seller shall recalculate and re-prorate said Taxes and make the necessary cash adjustments promptly upon the issuance of, and on the basis of, the actual tax bills received for such fiscal year.

     (c) Utilities and Rents . Utilities, rents, Seller’s base lease rentals and other obligations due on the Purchased Premises and other items of income and expense will be prorated as of the Effective Time. To the extent possible, prorations will be made on the Closing Date as of the Effective Time; otherwise, the Parties shall make prorations within ninety (90) days after the Closing Date.

     5.6 Possession and Control . Unless otherwise expressly provided for herein, possession and control of operations, risk of loss, and transfer of title to the Assets from Seller to Buyer shall be effective as of 11:59:59 p.m. Pacific Time on the Closing Date (the " Effective Time").

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ARTICLE 6
CONDITIONS TO CLOSING

     6.1 Buyer’s Conditions to Closing . The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction by Seller, or waiver by Buyer, prior to and at the Closing of the following conditions:

     (a) All representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date; and all of the terms, covenants and conditions of this Agreement to be complied with or performed by Seller on or before the Closing Date shall have been duly complied with or performed in all material respects;

     (b) All Seller Required Consents shall have been received by Buyer; provided that if the condition in subparagraph (d) below has been satisfied then this condition shall be deemed to have been satisfied for purposes of Closing;

     (c) There shall be no pending or threatened litigation or administrative proceeding seeking to restrain, enjoin or otherwise prevent the consummation of the transactions contemplated by this Agreement;

     (d) The historical annual aggregate number of gallons of motor fuel throughput that is attributable to the Purchased Premises to be conveyed to Buyer at Closing, together with the historical annual aggregate number of gallons of motor fuel throughput that is attributable to the Open Dealer Premises to which Buyer will have the right to supply motor fuel immediately following the Closing, shall equal or exceed the Minimum Volume Throughput Requirement;

     (e) The closing of the transactions contemplated by the Refinery Asset Purchase Agreement (the " Refinery Closing ") shall have occurred concurrently with the Closing of the transactions contemplated by this Agreement. For the avoidance of doubt, under no circumstances shall either Party be obligated to consummate the transactions contemplated hereby unless the transactions contemplated pursuant to the Refinery Asset Purchase Agreement are concurrently consummated;

     (f) Subject to any necessary revisions required to be made as a result of a Dropped Premises or ROFR Premises, Seller shall have delivered all documents, agreements or certificates required to be delivered, and taken all actions required, under Section 5.2 (Closing Deliveries and Actions by Seller) of this Agreement; and

     (g) The applicable HSR waiting period and any extension thereof shall have terminated or expired and all other necessary consents, permits or approval