ASSET SALE AND PURCHASE AGREEMENT

Exhibit 2.1

Execution Version

ASSET SALE AND PURCHASE AGREEMENT

***

by and between

HOLLY REFINING & MARKETING-MIDCON, L.L.C., as the Buyer,

and

SUNOCO, INC. (R&M), as the Seller

Dated: April 15, 2009

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SCHEDULES

EXHIBITS

ASSET SALE AND PURCHASE AGREEMENT

      THIS ASSET SALE AND PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of this 15th day of April, 2009 (the “ Effective Date ”) by and between HOLLY REFINING & MARKETING-MIDCON, L.L.C. , a limited liability company organized and existing under the laws of Delaware (the “ Buyer ”), and SUNOCO, INC. (R&M) , a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “ Seller ”). The Seller and the Buyer are referred to individually as a “ Party ” and collectively as the “ Parties .”

      WHEREAS , the Seller owns refining assets and other related assets located in Tulsa, Oklahoma; and

      WHEREAS , the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, such assets upon the terms and subject to the conditions of this Agreement.

      NOW, THEREFORE , in consideration of the foregoing recitals and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

     Section 1.1 Definitions . The capitalized terms used in this Agreement shall have the meanings set forth in Section 1.1 of Schedule 1.1 .

     Section 1.2 Interpretations . Unless expressly provided to the contrary in this Agreement, this Agreement shall be interpreted in accordance with the provisions set forth in Section 1.2 of Schedule 1.1 .

ARTICLE 2

BASIC TRANSACTIONS

     Section 2.1 Assets . Subject to the terms and conditions contained in this Agreement, at the Closing the Buyer shall purchase, and the Seller shall, and shall cause its Affiliates to, sell, convey, assign, transfer and deliver to the Buyer (or any of Buyer’s designated Affiliates) all of the Seller’s (and/or its Affiliates, as applicable) right, title and interest immediately prior to the Closing in and to the Facilities and the following described properties and assets, but excluding all Excluded Assets (collectively, including the Facilities, the “ Assets ”):

          2.1.1 Owned Real Property . All of the Seller’s right, title and interest in the real property owned in fee identified in Schedule 2.1.1 , together with all mineral interests related thereto and buildings, structures, fixtures and other improvements owned by the Seller located thereon (including all construction work-in-progress, process units, storage tanks, control houses, office buildings, laboratory facilities, warehouses, boiler houses, power plants, waste water treatment facilities and similar improvements) (the “ Owned Real Property ”).

          2.1.2 Leased Real Property . All of the Seller’s right, title and interest, as lessor, lessee, sub-lessee or sub-lessor in and to the leasehold estates and the related lease or sublease agreements (the “ Real Property Leases ”) respecting land, buildings, fixtures and real property improvements (whether owned or leased), together with all construction work-in-progress in respect of same (the “ Leased Real Property ”), all of which are identified in Schedule 2.1.2 .

          2.1.3 Easements . The easements appurtenant to the Seller’s ownership of the Owned Real Property, lease of the Leased Real Property and the Seller’s operation of the Business and Facilities including all easements identified in Schedule 2.1.3 (the “ Easements ”).

          2.1.4 Pipeline Rights . The agreements, deeds, leases, easements, rights of way, franchises, licenses, permits, and other documents respecting those pipeline rights listed on Schedule 2.1.4 (collectively, the “ Transferred Pipeline Rights ”).

          2.1.5 Hydrocarbon Inventory . All of the Seller’s Hydrocarbon Inventory.

          2.1.6 Equipment and Non-Hydrocarbon Inventory . The Equipment (including all vehicles; which are identified by type, make and VIN number, if applicable, on Schedule 2.1.6 ) and the non-hydrocarbon inventories, including the chemicals, catalysts and additives inventories and precious metals, in each case as located in or on, attached or appurtenant to, the Facilities, the Owned Real Property, or the Leased Real Property, or used by the Seller exclusively in connection with the ownership or operation of the Assets or the Business.

          2.1.7 Assigned Contracts . Subject to Section 2.5 , all rights and obligations of the Seller under the Material Contracts identified on Schedule 2.1.7 that are assignable (with or without consent) and any other contracts of the Seller that are not Excluded Contracts, and that relate exclusively to ownership or operation of the Assets or the Business (collectively, the “ Assigned Contracts ”).

          2.1.8 Licenses and Permits . Subject to Section 2.5 , all licenses and permits in favor of the Seller from any federal, state or local regulatory agencies which are necessary to or used exclusively in connection with the ownership of the Assets and the operation of the Business as it is currently operated by the Seller, including those set forth on Schedule 2.1.8 which are those material to the Business (the “ Licenses and Permits ”).

          2.1.9 Books & Records . All of the books, records, cost and pricing information, accounting records, shipping records and information, supplier lists and records, plans, drawings, instruction, training, operating and other procedural manuals and materials, training records (including certifications), maintenance and inspection reports, process safety management records, design bases, equipment lists, repair notes and archives, employment records (including employee medical and exposure records maintained for purposes of complying with OSHA standards but only to the extent the applicable employee has executed a release in form and substance satisfactory to the Seller) relating to Continuing Employees, and such records (including all data files and data) which relate exclusively to the Assets and the Business, wherever located (the “ Books and Records ”), subject to the rights of the Seller to make

copies and non-exclusive use of the same to the extent such Books and Records exist immediately prior to the Closing and subject to Section 11.1 of this Agreement; provided that the Seller will not retain copies of the following Books and Records: lists of customers of the lubricants business and formula books.

          2.1.10 Warranties . Subject to Section 2.5 , all unexpired warranties from Third Parties, related to the Assets or the Business, including warranties set forth in any equipment purchase agreement, construction agreement, lease agreement, consulting agreement or agreement for architectural or engineering services, it being understood that nothing in this Section 2.1.10 shall be construed as a representation by the Seller that any such warranty remains in effect or is enforceable.

          2.1.11 Deposits and Prepayments . Subject to the adjustment and proration of items as of the Closing as contemplated by Section 2.6.3 and Section 2.7 , all advance payments, prepayments, prepaid expenses, deposits and other similar payments made by or on behalf of the Seller to the extent related to the Assets and the Business and existing as of the Closing (collectively, “ Prepayments ”), including those Prepayments listed by category and approximate amount on Schedule 2.1.11 as of the close of the most recent fiscal quarter ended at least one month prior to the date of this Agreement. Prior to the Closing, the amount of the Prepayments set forth on Schedule 2.1.11 shall be updated by the Seller as of two (2) Business Days prior to the scheduled Closing Date.

          2.1.12 Intellectual Property .

               2.1.12.1 Subject to Section 2.5 , all Owned Intellectual Property and all Licensed Intellectual Property (including all licenses and maintenance agreements relating thereto);

               2.1.12.2 A license in substantially the form of Exhibit A-1 attached hereto (the “ Trademark License ”) relating to the use by the Buyer in Central America and South America (the “ Trademark License Territory ”) of certain trademarks, service marks, logos, brand names and related rights of the Seller (and/or its Affiliates as applicable) applicable to the Business, including those set forth on Schedule 2.1.12.3 .

               2.1.12.3 Those rights relating to the Trademarks as set forth in the Trademark Assignments, including those set forth on Schedule 2.1.12.3 .

          2.1.13 Idle Assets . Inactive, out-of-service or otherwise idled assets located at the Facilities or on the Owned Real Property or the Leased Real Property, including but not limited to those identified on Schedule 2.1.13 (the “ Idle Assets ”).

          2.1.14 Hardware and Firmware . All computer and data processing hardware or firmware and all rights relating thereto located at the Facilities, including a computer system, the central processing unit of which is located at the Facilities or that otherwise is used by the Seller exclusively in the operation of the Business or Facilities as currently conducted by the Seller.

          2.1.15 Customer Security Arrangements . All bonds, letters of credit and other security arrangements established by any Person in favor of the Seller that relate exclusively to

the Assets or the operation of the Business (collectively, the “ Customer Security Arrangements ”), to the extent transferable (with or without consent).

          2.1.16 Assets Used Exclusively in Operation of Business . Any other assets, properties, and rights of the Seller or any of its Affiliates that are used exclusively in the ownership of the Assets or the operation of the Business as it is currently conducted by the Seller and any other tangible asset located at, or on the grounds of, the Facilities.

          2.1.17 Goodwill . All general intangibles and associated goodwill, in each case, exclusively related to the ownership of the Assets or the operation of the Business.

          2.1.18 Insurance Proceeds . All right, title and interest of the Seller or any Affiliate of the Seller to any insurance proceeds arising out of events that occur during the period from the date hereof through the Closing Date and that relate to (a) the repair or restoration of an Asset, but excluding proceeds to the extent the Seller effects such repair or restoration prior the Closing, or (b) an Assumed Liability.

          2.1.19 Condemnation Proceeds . All rights of the Seller or any Affiliate of the Seller to receive any payments as the result of any eminent domain, condemnation or other similar government proceeding that is initiated during the period from the date hereof through the Closing Date.

          2.1.20 DHT Reactor . All of the Seller’s right, title and interest in and to the reactor contemplated to be used in the DHT Project and all Contracts related to the construction, purchase or storage thereof as listed on Schedule 2.1.20 .

     Section 2.2 Excluded Assets . The Assets shall not include the following specifically enumerated assets, rights and interests (the “ Excluded Assets ”):

          2.2.1 [Intentionally Omitted]

          2.2.2 Except as included in the Assets pursuant to Section 2.1.18 or Section 2.1.19 , claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights in favor of the Seller or any Affiliate of the Seller of any kind to the extent (a) relating to the Excluded Assets or the Excluded Liabilities, or (b) except to the extent relating to Assumed Liabilities, relating to the ownership of the Assets, or operation of the Business, prior to the Closing Date, or (c) against the Seller or any Affiliate of the Seller (but specifically excluding any claims, causes of action or similar rights by the Buyer against the Seller under this Agreement).

          2.2.3 Subject to the Trademark License and Trademark Assignments, and other than those Assets described in Section 2.1.12 , (a) all privileged or proprietary materials, documents, information, and media owned by or licensed to the Seller or its Affiliates and any and all rights to use same to the extent such materials, documents, information, and media are not used exclusively in connection with the ownership of the Assets or the operation of the Facilities or the Business and (b) all registered or unregistered trademarks and service marks, trade names referring to an entity, registered or unregistered copyrights, licenses, processes, formulae, inventions, packaging designs or trade dresses, and any derivatives or combinations

thereof, and similar intangibles including any right to use or interest in the name of Seller, or any other subsidiary, Affiliate or division of Seller, or any similar name or intangible registered or licensed to any of the foregoing. Further, the trade dress the Seller has adopted and used related to the products bearing the Trademarks set forth in the Trademark Assignments and Trademark License shall constitute Excluded Assets and, accordingly, may not be used by the Buyer.

          2.2.4 All computer and data processing hardware or firmware, and all rights relating thereto, not located at the Facilities, other than those used by the Seller exclusively in the operation of the Business or the Facilities as currently conducted by the Seller.

          2.2.5 Subject to the provisions of Sections 6.5.8 , 6.5.10 and 6.5.12 , any and all employment and medical records of Retained Employees and any and all medical records of Current Employees (other than those employee medical and exposure records maintained for purposes of complying with OSHA standards for which the applicable employee has executed a release in form and substance satisfactory to the Seller), whether or not maintained at the Facilities; provided however, if any medical records of Continuing Employees are needed in order to respond to any post-Closing inquiries from governmental agencies relating to employment or workplace safety issues, Seller agrees to reasonably, and to the extent permitted by Laws, cooperate with Buyer to make such records available to the Buyer or to the agency for purposes of the investigation.

          2.2.6 All cash on hand and cash equivalents, including bank accounts, money market funds and temporary cash investments.

          2.2.7 All of the Seller’s and any of its Affiliates’ right, title and interest in and to all (a) accounts receivable and all notes and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities of the Business occurring in connection with and attributable to the ownership or operation of the Assets or the Business prior to the Closing and the security arrangements, if any, related thereto, (b) all bonds, letters of credit or other security arrangements posted or otherwise issued by the Seller in favor of any other Person, other than any Prepayments (the “ Seller Security Arrangements ”), and (c) in each case including any rights with respect to any Third Party collection procedures or any other actions or proceedings in connection with the foregoing.

          2.2.8 All of the Seller’s rights arising under any outstanding receivable or payable, which arose prior to Closing, between the Seller, on the one hand, and any Affiliate of the Seller, on the other hand.

          2.2.9 All Contracts of the Seller or any Affiliate of the Seller that do not relate exclusively to the Assets or the operation of the Business as currently conducted by the Seller and any Contract listed on Schedule 2.2.9 (together, the “ Excluded Contracts ”) and all Licenses and Permits of the Seller or any Affiliate of the Seller that do not relate exclusively to the Assets or the operation of the Business as currently conducted by the Seller.

          2.2.10 Any and all accounting and Tax files, books or records relating to Tax returns and Tax work papers related to the Assets exclusive of property tax files.

          2.2.11 All assets related to any pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other similar plan relating to the Seller, its Affiliates or their respective employees.

          2.2.12 All rights, titles, claims and interests of the Seller or any Affiliate of the Seller (i) except as otherwise specifically provided by this Agreement, under any policy or agreement of insurance, or (ii) except as may be otherwise specifically provided by this Agreement, to any insurance proceeds relating to events which occurred prior to the date of this Agreement, with respect to the Assets or the Business or relating to assets not included in the Assets.

          2.2.13 All rights or claims by the Seller or any Affiliate of the Seller to any Tax refund relating to the period prior to the Closing Date.

          2.2.14 Any equity interest held by the Seller (or Affiliate thereof) in any Person.

          2.2.15 Any planes, vehicles or communication, computer, clerical or accounting Equipment presently located outside of the boundaries of the Facilities, the Owned Real Property or Leased Real Property that have historically been located outside of the boundaries of such Assets (or hereafter acquired and located outside of the boundaries of such Assets, except for Equipment acquired in replacement of the Equipment presently located within the boundaries of such Assets) and which is not used exclusively in connection with the ownership of the Assets or the operation of the Business as it is currently conducted by the Seller.

          2.2.16 Any products produced at the Facilities that are in transit as of and for which the Seller has issued an invoice prior to the Hydrocarbon Inventory Transfer Time.

          2.2.17 [Intentionally Omitted]

          2.2.18 All forecasts, financial information or financial statements and proprietary manuals (except rights to use manuals specific to and necessary for the operation of the Business as it is currently operated by the Seller) prepared or used by the Seller to the extent not relating exclusively to the Business and all copies of and subscriptions to Third Party reports.

          2.2.19 All books, documents, records and files prepared in connection with or relating in any way to the transactions contemplated by this Agreement, including bids received from other parties and analyses relating in any way to the Assets, the Assumed Liabilities and the Facilities.

          2.2.20 All rights of the Seller under or pursuant to this Agreement and the other agreements and transactions contemplated hereby.

          2.2.21 Miscellaneous assets, if any, identified by category on Schedule 2.2.21 .

     Section 2.3 Assumed Liabilities . Subject to the terms and conditions set forth in this Agreement, including Section 2.4 , the Buyer shall assume and pay, discharge and perform as and when due, the following Liabilities (the “ Assumed Liabilities ”) (provided that the Assumed Liabilities shall not include the Excluded Liabilities):

          2.3.1 All Liabilities which are caused by, arise out of, or are incurred, in each case, in connection with the ownership or operation of the Assets or the conduct of the Business after the Closing Date.

          2.3.2 All Liabilities associated with the Assets or the Business for which the Buyer is liable pursuant to ARTICLE 10 hereof.

          2.3.3 All of the obligations expressly assumed by the Buyer pursuant to Section 6.9 , including (a) the Buyer EPA Hardship Waiver Obligations, (b) the Buyer’s Tulsa Global CAA Consent Decree Obligations and (c) the Buyer’s RCRA Corrective Action Permit Obligations.

          2.3.4 All Liabilities with respect to the Continuing Employees arising on and after the Closing Date other than the Seller’s obligations as provided in Section 6.5 and all Liabilities arising out of any selection or pre-employment process applied by the Buyer to the Current Employees.

          2.3.5 All Liabilities of the Seller under open purchase orders or other accounts payable relating to the Assets that were entered into by the Seller in operation of the Business in the Ordinary Course of Business prior to the Closing and which provide for the delivery of goods or services on or following the Closing.

          2.3.6 Except to the extent constituting Retained Environmental Liabilities, all Liabilities, Environmental Liabilities and Costs of Environmental Compliance resulting or arising from, or attributable to any of the following (“ Assumed Environmental Liabilities ”):

               2.3.6.1 an event or occurrence (including any Release of Hazardous Substances) on or after the Closing Date resulting from mechanical defects or flaws in the Assets other than the land itself as of the Closing Date or by a failure before the Closing Date to maintain such Assets, regardless of whether such condition or state constitutes a violation of Environmental Laws;

               2.3.6.2 the condition of Equipment or other Assets that constitute tangible personal property as of the Closing;

               2.3.6.3 the construction, modification, expansion, reconstruction, shutdown, demolition, operation or use of the Assets or any other assets by the Buyer after the Closing Date, but excluding any investigations or preparatory or exploratory measures conducted in anticipation of the foregoing to the extent that conducting any such investigations or preparatory or exploratory measures is reasonable under the standard of a prudent businessman, who would be fully responsible (without the benefit of the remedies against the Seller as contemplated herein) for the consequences of his decisions (the “ Prudent Businessman Standard ”);

               2.3.6.4 claims arising and occurring on or after the Closing Date in connection with the matters identified on Schedule 2.3.6.4 , regardless of whether such matter existed prior to the Closing;

               2.3.6.5 the coming into force of, or the change in, any Environmental Law or Environmental Permit (including any new or modified cleanup standard or requirement for Remedial Work) on or after the Closing Date; and

               2.3.6.6 any investigations or preparatory or exploratory measures, notifications to a Governmental Authority or other Third Party or other Governmental Interactions on or after the Closing Date that the Buyer was not required to carry out or conduct under applicable Environmental Laws, and that are unreasonable under the Prudent Businessman Standard, or as a result of Governmental Interactions or communications or interactions with a Governmental Authority or other Third Party that are unreasonable under the Prudent Businessman Standard.

          2.3.7 All delivery obligations in respect of products produced at the Facilities that are in transit as of and for which the Seller has not issued an invoice prior to the Hydrocarbon Inventory Transfer Time.

          2.3.8 All obligations following the Closing to comply with “New Source Performance Standards” of the EPA for new, modified or reconstructed process units at petroleum refineries codified in 40 CFR 60, Subpart J(a), whether such compliance is triggered as a result of pre-Closing or post-Closing conditions, necessary modifications or remediation.

          2.3.9 Such miscellaneous Liabilities, identified by category on Schedule 2.3.9 , if any, which relate to or arise from the ownership and operation of the Assets and the Business after the Closing Date, but are not otherwise enumerated above.

          2.3.10 All costs of storing the reactor contemplated to be used in the DHT Project accruing after June 15, 2009.

     Section 2.4 Excluded Liabilities . Any Liabilities of the Seller not described in Section 2.3 as Assumed Liabilities are not part of the Assumed Liabilities, and the Buyer shall not assume or become obligated hereunder for any Liability of the Seller or any Affiliate of the Seller other than the Assumed Liabilities (collectively, “ Excluded Liabilities ”), including, without limitation, the Liabilities described in this Section 2.4 , all of which shall remain the sole responsibility of, and shall be discharged and performed as and when due by, the Seller. The Buyer shall not assume and shall have no Liability with respect to any of the following Liabilities of the Seller or its Affiliates:

          2.4.1 Liabilities in respect of, associated with, caused by, relating to or arising from or in connection with the Excluded Assets and the ownership, operation and conduct of any business by the Seller or its successors in interest in connection therewith or therefrom.

          2.4.2 Liabilities to Third Parties for personal injury or tort, or similar causes of action, to the extent arising out of, associated with, relating to, or incurred in connection with (a) the ownership of the Assets or the operation of the Business prior to the Closing, or (b) the

Seller’s removal of the Excluded Assets ; provided, however, that Excluded Liabilities under this Section 2.4.2 shall not in any event include (i) any Liabilities described in clause (b) of Section 2.4.4.3 and (ii) any Liabilities resulting from negligence or willful misconduct of the Buyer, any of its Affiliates or any of their respective Representatives in connection with any inspection of the Assets prior to the Closing Date.

          2.4.3 The Seller’s EPA Hardship Waiver Obligations.

          2.4.4 All of the following Liabilities (collectively, the “ Retained Environmental Liabilities ”):

               2.4.4.1 Environmental Liabilities (including response costs imposed under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §§ 9601 et seq., or its Oklahoma counterpart or any other similar Environmental Law) resulting or arising from, or attributable to, (i) an off-site abandonment or storage of Hazardous Substances or an off-site Release, in either case occurring prior to the Closing Date in connection with the operation or use of the Assets or the conduct of the Business, or (ii) the treatment, storage or disposal at an off-site facility prior to the Closing Date of Hazardous Substances generated by the Business or at the Assets.

               2.4.4.2 Environmental Liabilities resulting or arising from, or attributable to, any claim by a Third Party for bodily injury, death and/or property damage to the extent resulting or arising from, or attributable to, exposure to or contamination by Hazardous Substances arising from the operation or use of the Assets or Facilities or operation of the Business prior to the Closing Date, but excluding any Environmental Liabilities resulting or arising from, or attributable to, any claim by a Third Party for bodily injury, death or property damage to the extent resulting or arising from, or attributable to, (i) the Buyer’s failure to conduct any active remediation required by an order or directive issued by a Governmental Authority of any Off-Site Contamination, where such failure is shown in a final unappealable order of a Governmental Authority; or (ii) the Buyer’s negligent conduct of any active remediation of any Off-Site Contamination required by an order or directive issued by a Governmental Authority;

               2.4.4.3 Environmental Liabilities claimed, imposed or accruing during the twenty (20) year period following the Closing Date (or at any time following the Closing Date, in the case of any Environmental Liabilities related to the West 21 ^st Street Property) resulting or arising from, or attributable to, any claim by a Governmental Authority during the twenty (20) year period following the Closing Date (or at any time following the Closing Date, in the case of any claim by a Governmental Authority related to the West 21 ^st Street Property) to the extent resulting or arising from, or attributable to, the existence prior to the Closing Date of Hazardous Substances arising from the operation or use of the Assets or the Business, but excluding (i) the Buyer RCRA Corrective Action Permit Obligations, and (ii) all Liabilities, Environmental Liabilities and Costs of Environmental Compliance resulting or arising from, or attributable to any of the following:

                    (a) the construction, modification, expansion, reconstruction, shutdown, demolition, operation or use of the Assets or any other assets by the Buyer after the

Closing Date, but excluding any investigations or preparatory or exploratory measures conducted in anticipation of the foregoing to the extent that conducting any such investigations or preparatory or exploratory measures is reasonable under the Prudent Businessman Standard;

                    (b) claims arising and occurring on or after the Closing Date in connection with the matters identified on Schedule 2.3.6.4 , regardless of whether such matter existed prior to the Closing;

                    (c) the coming into force of, or the change in, any Environmental Law or Environmental Permit (including any new or modified cleanup standard or requirement for Remedial Work) on or after the Closing Date; and

                    (d) any investigations or preparatory or exploratory measures, notifications to a Governmental Authority or other Third Party or other Governmental Interactions on or after the Closing Date that the Buyer was not required to carry out or conduct under applicable Environmental Laws, and that are unreasonable under the Prudent Businessman Standard, or as a result of Governmental Interactions or communications or interactions with a Governmental Authority or other Third Party that are unreasonable under the Prudent Businessman Standard.

               2.4.4.4 any monetary fine for violations of Environmental Laws with respect to the period prior to the Closing Date and resulting or arising from, or attributable to, the operation or use of the Assets or Facilities prior to the Closing Date.

          2.4.5 All Liabilities, including Environmental Liabilities, relating to the West 21 ^st Street Property to the extent same arose or arise from acts or circumstances occurring prior to Closing and regardless of whether such Liabilities are known as of the Closing Date.

          2.4.6 All Liabilities associated with the Assets, the Facilities or the Business in respect of Taxes for which the Seller and/or its Affiliates are responsible pursuant to ARTICLE 10 hereof and any Tax that may be imposed on the ownership, operation or use of the Assets, the Facilities or the Business on or prior to the Closing Date.

          2.4.7 All Liabilities and Contracts (except the Assigned Contracts) relating to the design and/or construction of a diesel hydrotreater unit (the “ DHT Project ”) and associated sulfur recovery unit which the Seller has entered into as a part of the Hardship Waiver Compliance Activities.

          2.4.8 Liabilities for any costs and expenses incurred by the Seller in connection with the transactions contemplated by this Agreement.

          2.4.9 Any brokerage or finder’s fees payable by the Seller or any Affiliate of the Seller in connection with the transactions contemplated by this Agreement.

          2.4.10 Liabilities in respect of indebtedness for borrowed money.

          2.4.11 Liabilities relating to litigation, arbitration, mediation or government or regulatory investigations to the extent attributable to periods ending on or prior to the Closing, including those set forth on Schedule 4.1.9 attached hereto.

          2.4.12 Responsibility for the payment of any criminal sanctions or civil fines or penalties imposed by any Governmental Authority against the Seller imposed at any time arising from the operation of the Assets, the Facilities or the Business on or prior to the Closing Date.

          2.4.13 Liabilities in respect of the employment or termination of any Retained Employee by the Seller or its Affiliates or the employment or termination of any Continuing Employee by the Seller or its Affiliates prior to his or her Employment Date, Liabilities arising from or relating to any contact, affiliation or relationship by or between any current or former Leased Personnel and the Seller or its Affiliates; and Liabilities in respect of any Retained Employee, any retired employee of Seller or its Affiliates, or any Continuing Employee arising under or in connection with, the Seller Plans.

     Section 2.5 No Assignment If Breach . Notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not constitute an agreement to assign any Asset, or assume any Assumed Liability, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a Third Party or failure of a right of first refusal or first offer notice period to expire, would constitute a breach or Default under any Contract or Encumbrance, would violate any Law, or would in any way materially and adversely affect the rights, or materially increase the obligations, of the Buyer or the Seller with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would materially and adversely affect the rights or increase the obligations of the Seller or the Buyer, with respect to any such agreement, Encumbrance or commitment, so that the Buyer would not, in fact, receive all such rights, or assume the obligations, of the Seller with respect thereto as they exist prior to such attempted assignment or assumption, then the Seller and the Buyer shall enter into reasonable cooperative arrangements as may be reasonably acceptable to both the Buyer and the Seller (including sublease, agency, management, indemnity or payment arrangements and enforcement at the Seller’s sole cost and for the benefit of the Buyer of any and all rights of the Seller against an involved Third Party) under which the Buyer shall obtain, to the fullest extent practicable, the economic rights and benefits under any Asset or obligations with respect to any Assumed Liability with respect to which the Third Party consent or authorization has not been obtained in accordance with this Agreement. The Seller will use commercially reasonable efforts to provide for or impose upon the Buyer the benefits of such Asset or the obligations of such Assumed Liability, as the case may be. If the Parties cannot agree on any such arrangement within a reasonable time, or any such arrangement would not be reasonably practicable, to provide the Buyer with materially all the benefits of such Asset or materially all the obligations of such Assumed Liability, as the case may be, then such Asset or Assumed Liability shall be excluded from the transactions contemplated under this Agreement and shall be deemed to be an Excluded Asset or an Excluded Liability, as the case may be, and the Parties hereto shall negotiate in good faith an equitable adjustment in the Purchase Price, or resolve any disagreement in respect to such adjustment in accordance with the procedures of Section 11.11 . For the avoidance of doubt, the covenants set forth in this Section 2.5 apply pre-Closing and post-Closing.

     Section 2.6 Purchase Price.

          2.6.1 Consideration . The purchase price shall be U.S. Sixty-Five Million Dollars ($65,000,000.00) (the “ Purchase Price ”) and shall be further subject to adjustment as provided in Section 2.6.3 . At the Closing, the Buyer shall pay to the Seller the Purchase Price, as adjusted for the Closing Adjustment pursuant to Section 2.6.3.3(a) (the “ Closing Payment ”). Subject to Section 2.6.3.3(c) , on the fifteenth (15 ^th ) day following the Closing Date (or on the next available Business Day if such day falls on a weekend or holiday), the Buyer shall pay to the Seller the lesser of the Closing Date Hydrocarbon Inventory Value and U.S. Twenty Million Dollars ($20,000,000.00) (the “ First Inventory Payment ”), and, on the 30 ^th day following the Closing Date (or on the next available Business Day if such day falls on a weekend or holiday) the Buyer shall pay to the Seller an amount equal to the amount, if any, by which the Closing Date Hydrocarbon Inventory Value exceeds U.S. Twenty Million Dollars ($20,000,000.00) (the “ Final Inventory Payment ”). The Buyer shall pay to the Seller the Closing Payment in cash at the Closing by wire transfer of immediately available funds in U.S. dollars to a bank account specified in writing by the Seller to the Buyer at least two (2) Business Days prior to the Closing Date. All post-Closing payments, whether payable by the Buyer or by the Seller, shall include an amount for interest from the Closing Date to, but excluding, the date of payment at a rate of 4% per annum on the net amount of adjustments as provided in Section 2.6.3 .

          2.6.2 Purchase Price Allocation. The Seller and the Buyer agree to allocate the Purchase Price, together with any additional amounts paid by the Buyer in respect of the Hydrocarbon Inventory, and the Assumed Liabilities among the Assets as set forth on Schedule 2.6.2 . The Seller and the Buyer agree (i) to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with such allocation and (ii) not to take any position inconsistent therewith upon examination of any Tax return, in any refund claim, or in any litigation or investigation or otherwise, unless required by applicable Laws or with the consent of the other Party. The Seller and the Buyer agree that each will furnish to the other a copy of Form 8594 proposed to be filed with the Internal Revenue Service by such Party or any Affiliate thereof within ten (10) days prior to the filing of such form with the Internal Revenue Service. The Buyer further agrees that if the amount of consideration allocated to any of the Assets by the Seller or the Buyer increases (or decreases) after the taxable year that includes the Closing Date, the Seller and the Buyer shall file “Supplemental Asset Acquisition Statements” on Form 8594 with their respective income tax returns for the taxable year in which the increase (or decrease) is properly taken into account.

          2.6.3 Purchase Price Adjustments . On the thirtieth (30 ^th ) day following the Closing Date (the “ Initial Post-Closing Adjustment Date ”), the Purchase Price shall be adjusted, without duplicating, by adding or subtracting, as applicable, an amount equal to the aggregate net adjustment as set forth in Sections 2.6.3.1 through 2.6.3.4(b) . Following the Initial Post-Closing Adjustment Date, the Purchase Price shall be further adjusted, without duplicating, by adding or subtracting, as applicable, the Adjustment Balance as contemplated under Section 2.6.3.4 .

               2.6.3.1 The Purchase Price shall be adjusted to account for the items prorated as of the Closing pursuant to Section 2.7 .

               2.6.3.2 The Purchase Price shall be adjusted to include the value of the Hydrocarbon Inventory established in accordance with the procedures set forth on Schedule 2.6.3.2 and in this Section 2.6.3 (the “ Hydrocarbon Inventory Value ”).

               2.6.3.3 (a) At least five (5) days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer an estimated closing statement (the “ Estimated Closing Statement ”) that shall set forth the Seller’s best estimate of all adjustments to the Purchase Price required by Section 2.6.3.1 (the “ Estimated Adjustment ”), together with reasonably detailed information supporting the calculated Estimated Adjustment. The Seller shall provide the Buyer an opportunity to provide written and oral comments to the Estimated Closing Statement and shall in good faith consider such comments. The Purchase Price shall be adjusted (the “ Closing Adjustment ”) as of the Closing by an amount equal to the Estimated Adjustment.

                    (b) At least five (5) days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “ Estimated Hydrocarbon Inventory Statement ”) setting forth the estimated Hydrocarbon Inventory Value established in accordance with Schedule 2.6.3.2 (the “ Estimated Hydrocarbon Inventory Value ”), together with reasonably detailed information supporting the calculated Estimated Hydrocarbon Inventory Value. The Buyer and the Seller will cause the Petroleum Inspection Company to measure, pursuant to the procedures on Schedule 2.6.3.2 , the Hydrocarbon Inventory as of the Hydrocarbon Inventory Transfer Time. As soon as practicable on the Closing Date, and following the measurement of the Hydrocarbon Inventory by the Petroleum Inspection Company, the Seller will deliver to the Buyer a statement setting forth a revised Estimated Hydrocarbon Inventory Value as of the Hydrocarbon Inventory Transfer Time (such revised value being referred to as the “ Closing Date Hydrocarbon Inventory Value ”), taking into account the foregoing measurements as of the Hydrocarbon Inventory Transfer Time by the Petroleum Inspection Company.

                    (c) In the event the Buyer objects to the Closing Date Hydrocarbon Inventory Value, the Parties shall attempt to resolve their unresolved differences, if any, regarding the Hydrocarbon Inventory Value promptly after the Closing Date. If any portion of the Hydrocarbon Inventory Value remains in dispute on the thirtieth (30th) day following the Closing Date, such disputed portion of the Hydrocarbon Inventory Value shall be resolved in accordance with the provisions of Section 2.6.3.4 and paid as part of any Adjustment Balance to the extent required by Section 2.6.3.4 , and any undisputed portion shall be paid on the thirtieth (30 ^th ) day following the Closing Date in cash by wire transfer of immediately available funds in U.S. dollars to a bank account specified in writing by the Seller to the Buyer.

               2.6.3.4 The following adjustments shall be made following Closing:

                    (a) As soon as practicable, but in any event no later than forty five (45) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a statement (the “ Post-Closing Statement ”) setting forth the aggregate value of all adjustments to the Purchase Price required by this Section 2.6 not previously effected by the Closing Adjustment (the “ Closing Value ”) (with adjustments reducing the Purchase Price being a negative number and adjustments increasing the Purchase Price being a positive number) together with reasonably detailed information supporting the Closing Value. Upon receipt of the Post-Closing Statement, the Seller and the Seller’s independent accountants shall be permitted

during the succeeding thirty (30) day period to examine the Post-Closing Statement, the supporting information provided by the Buyer and such other documents as the Seller may reasonably request in connection with its review. If, within thirty (30) days following delivery of the Post-Closing Statement, the Seller shall not have given the Buyer notice of the Seller’s objection to any of the computations in the Post-Closing Statement (which notice shall contain a reasonably detailed statement of the basis of such objection), then the Post-Closing Statement will be final and binding upon the Parties. If the Seller gives notice to the Buyer of the Seller’s objection, and the Seller and the Buyer are unable to resolve the issues in dispute within thirty (30) days after delivery of such notice of objection, each of the Seller’s and the Buyer’s positions with respect to the Post-Closing Statement and the computation of the Closing Value will be submitted to a firm of independent certified public accountants mutually selected by the Parties (the “ Accountants ”) solely for resolution of the computation of the Closing Value. The Buyer and the Seller shall each immediately enter into a customary engagement letter with the Accountants and shall instruct the Accountants that the written determination (which shall contain the underlying reasoning) of the Accountants with respect to such disputed items, and the accuracy of the disputed Post-Closing Statement as a result of the resolution of such disputed items, shall be completed and distributed to the Buyer and the Seller within 30 days after the engagement of the Accountants. The parties shall not submit for resolution by the Accountants any matters requiring interpretation of the terms hereof, which may only be resolved amicably or through the arbitration procedures contemplated by Section 11.11 . If the computation of the Closing Value is submitted to the Accountants for resolution, (x) each Party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may reasonably request and as are available to that Party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to such issues and to discuss the same with the Accountants; (y) the Accountants’ determination and/or computation of the Closing Value shall be binding and conclusive on the Parties and will be deemed to be the final Closing Value for the Post-Closing Statement; and (z) the fees, expenses, and costs of the Accountants shall be borne by the Buyer, on the one hand, and the Seller, on the other hand, in the same proportion that the dollar amount of disputed items lost by the Buyer on the one hand, or the Seller, on the other hand, bears to the total dollar amount in dispute that is resolved by the Accountants.

                    (b) If the Closing Value, as finally determined pursuant to Section 2.6.3.4(a) (the “ Adjustment Balance ”), is less than zero, then the Seller shall pay to the Buyer an amount equal to such deficit by wire transfer of immediately available funds to such account or accounts of the Buyer, as may be designated by the Buyer. If the Adjustment Balance is greater than zero, the Buyer shall pay to the Seller an amount equal to the surplus by wire transfer of immediately available funds to such account or accounts of the Seller, as may be designated by the Seller. Such amounts shall be paid by the applicable Party to the other Party within two (2) Business Days of the final determination of the Closing Value pursuant to Section 2.6.3.4(a) , which amount of the payment shall bear interest from and including the Closing Date to, but excluding, the date of payment at a rate per annum equal to 4.0%. Such interest shall be payable at the same time as the payments to which it relates and shall be calculated on the basis of a year of three hundred sixty-five (365) days and the actual number of days for which it is due.

                    (c) Each Party agrees that, following the Closing, it shall not knowingly take any actions with respect to the accounting books, records, policies and

procedures of the Business that would obstruct or prevent the preparation of the Post-Closing Statement as provided in this subsection. The Seller shall cooperate in the preparation of the Post-Closing Statement, including providing customary certifications to the Buyer, or, if requested, to the Buyer’s independent accountants or the accounting firm selected by mutual agreement of the Parties pursuant to this Section. The Buyer and the Seller shall each bear its own expenses incurred in connection with the preparation and review of the Post-Closing Statement.

     Section 2.7 Prorations .

          2.7.1 The Buyer and the Seller agree that all of the items listed below (but not including income Taxes), relating to the Business or operation of the Assets shall be prorated as of the Closing, with the Seller liable to the extent such items relate to any time period on or prior to the Closing Date, and the Buyer liable to the extent such items relate to periods after the Closing Date (measured in the same units used to compute the item in question, or otherwise measured by calendar days):

               2.7.1.1 personal property, real estate and occupancy Taxes, assessments and other charges, including those of the type that could give rise to a Permitted Encumbrance or are payable in installments of which any installment is due and payable, if any, on or with respect to the Business or operation of the Assets;

               2.7.1.2 rent, Taxes and all other items (including prepaid services or goods not included in Hydrocarbon Inventory) payable by or to the Seller under any Assigned Contracts;

               2.7.1.3 any permit, license, registration, compliance assurance fees or other similar fees with respect to any Licenses and Permits;

               2.7.1.4 sewer rents and charges for water, telephone, electricity and other utilities;

               2.7.1.5 fees or charges imposed by any Governmental Authority;

               2.7.1.6 the Prepayments (other than those set forth on Schedule 2.1.11 ) and payments under the Assigned Contracts;

          2.7.2 The proration of Taxes referred to in Section 2.7.1.1 will be made in accordance with ARTICLE 10 .

          2.7.3 In connection with the prorations referred to in Section 2.7.1 above, if the actual figures are not available at the Closing Date, the proration shall be based upon the actual amounts accrued through the Closing Date or paid for the most recent year (or other appropriate period) for which amounts paid are available, with a further adjustment to be made after the Closing within forty-five (45) days of the Closing Date (or one hundred twenty (120) days of the Closing Date, in the case of prorations referred to in Section 2.7.1.1 ; in the event that the one hundred twenty (120) day period is applicable, a supplemental Post-Closing Statement shall be prepared with respect to prorations pursuant to Section 2.7.1.1 ). The prorations shall be

based on the number of days in a year or other appropriate period (a) through and including the Closing Date and (b) after the Closing Date. The Seller and the Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to Section 2.7.1 .

     Section 2.8 The Closing . Following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement (other than conditions with respect to actions each Party will take at the Closing) (the “ Conditions Precedent ”), the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Guaranty Abstract Company (the “ Title Company ”) in Tulsa, Oklahoma, or via facsimile or portable document format (pdf) and Federal Express, as agreed by the Parties, commencing at 10:00 a.m. local time, on the earlier to occur of (i) the first Business Day of the month following the month in which such Conditions Precedent were satisfied, or (ii) such other place, date and time as the Buyer and the Seller may mutually determine (the “ Closing Date ”). Title to, ownership of, control over and risk of loss of the Assets shall pass to the Buyer effective as of 12:01 a.m. on the Closing Date unless expressly provided otherwise herein.

     Section 2.9 Deliveries at the Closing . At the Closing,

          2.9.1 the Seller shall duly execute and deliver, or cause to be duly executed and delivered, to the Buyer (or one of its designated Affiliates):

               2.9.1.1 the certificate referred to in Section 7.1.4 ;

               2.9.1.2 one or more Special Warranty Deed(s) substantially in the form of Exhibit B-1 , pursuant to which the Seller conveys its right, title and interest in and to the Owned Real Properties (other than the West 21st Street Property) to the Buyer, or an assignee or designee of the Buyer to the extent permitted by Section 11.3 , and a Special Warranty Deed and Restrictive Covenant substantially in the form of Exhibit B-2 , pursuant to which the Seller conveys its right, title and interest in and to the West 21st Street Property to the Buyer, or an assignee or designee of the Buyer to the extent permitted by Section 11.3 ;

               2.9.1.3 One or more Bill(s) of Sale, Assignment, and Assumption Agreement, substantially in the form attached hereto as Exhibit D (the “ Bill of Sale ”), pursuant to which the Seller conveys all right, title and interest in and to the Assets other than the Owned Real Properties and the Easements, free and clear of all Encumbrances other than Permitted Encumbrances, and the Buyer assumes the Assumed Liabilities;

               2.9.1.4 the certificate required by Section 10.10 ;

               2.9.1.5 such resolutions and certificates, including incumbency certificates, as the Buyer or the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto and the consummation of the transactions contemplated hereby and thereby, and the Seller’s Articles of Incorporation and by-laws, as amended, certified by the secretary of the Seller;

               2.9.1.6 all affidavits, indemnities and other agreements reasonably and customarily required by the Title Company to delete the following standard title insurance exceptions: (i) rights or claims of parties in possession of the land not shown by the public record, (ii) any liens on title, arising now or prior to the Closing Date, for labor and material, (iii) payment of all real property taxes and assessments due and payable not shown by the public record and (iv) subject to the Seller not being required to make any representations, warranties or certifications or other statements that are greater than the representations and warranties of the Seller to the Buyer in this Agreement, any other standard title exception typically removed by the Title Company without additional charge by the production by the Seller of an affidavit of title;

               2.9.1.7 a certificate of good standing, issued by the Secretary of State of the Commonwealth of Pennsylvania, in respect of the Seller and dated no earlier than five (5) business days prior to the Closing Date;

               2.9.1.8 a certificate of the Seller’s qualification to do business in Oklahoma issued by the Secretary of State of Oklahoma and dated within a reasonable period of time prior to the Closing Date;

               2.9.1.9 all approvals and actions of, filings with and notices to any Governmental Authority necessary to permit the Seller to perform its obligations under this Agreement, but only to the extent the Seller has obtained such approvals or actions of such Governmental Authorities;

               2.9.1.10 an agreement (the “ Gas Oil Exchange and Net-Out Agreement ”) regarding the purchase and transport of up to all gas oil intermediate hydrocarbon products produced at the Facilities in substantially the form attached hereto as Exhibit E .

               2.9.1.11 a Transition Services Agreement in substantially the form attached hereto as Exhibit F (the “ Transition Services Agreement ”);

               2.9.1.12 a LEF line agreement the Buyer and Sunoco Pipeline L.P. in substantially the form attached hereto as Exhibit G (the “ LEF Line Agreement ”);

               2.9.1.13 the Trademark License;

               2.9.1.14 the Trademark Assignments;

               2.9.1.15 supply contracts between the Buyer and Sunoco Partners Marketing & Terminals L.P. in substantially the form attached hereto as Exhibit H (the “ Crude Supply Agreements ”);

               2.9.1.16 Third Party consents as contemplated by Section 7.1.14 and Section 7.1.15 ;

               2.9.1.17 [Intentionally Omitted];

               2.9.1.18 a Guaranty Agreement executed by the Seller Guarantor in the form attached hereto as Exhibit I ;

               2.9.1.19 [Intentionally Omitted];

               2.9.1.20 [Intentionally Omitted]; and

               2.9.1.21 an Assignment of railroad diesel fuel contract with Burlington Northern Santa Fe Corporation and a Consent to Assignment and Extension of Contract in a reasonably acceptable form.

               2.9.1.22 All certificates of ownership for all registered motor vehicles included in the Assets, along with all completed documents, certificates or other instruments necessary to transfer ownership of such motor vehicles, free of any Encumbrances, to Buyer (provided that, to the extent the Seller is unable to deliver such instruments at Closing after using commercially reasonable efforts, the Seller may deliver such instruments within 10 days following Closing if the Seller continues to insure any vehicle for which the applicable instruments were not available at Closing until delivery of such instruments);

Neither the failure of Sunoco Pipeline L.P. to deliver the LEF Line Agreement nor the failure of Sunoco Partners Marketing & Terminals L.P. to deliver the Crude Supply Agreements shall constitute a breach of this Agreement by the Seller.

          2.9.2 the Buyer shall duly execute and deliver to the Seller:

               2.9.2.1 the certificate referred to in Section 7.2.4 ;

               2.9.2.2 the Bill of Sale;

               2.9.2.3 pursuant to Section 10.3 , (i) a resale certificate with respect to the Hydrocarbon Inventory in a form reasonably satisfactory to the Seller and (ii) any other certificates or instruments reasonably necessary for the sale and transfer of the Hydrocarbon Inventory and such other Assets that the Buyer and the Seller agree, as provided in Section 10.3 , are exempt from any sales, excise or use Taxes, including the OK Sales Tax, free of Taxes, all to be in a form reasonably satisfactory to the Seller, and the Parties shall consult with each other to ensure that such instruments are in the form necessary for each Party to retain and maintain the applicable Tax exemption;

               2.9.2.4 such resolutions and certificates, including incumbency certificates, as the Seller shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto and the consummation of the transactions contemplated hereby and thereby, and the Buyer’s Certificate of Formation and limited liability company agreement, as amended, certified by the secretary of the Buyer;

               2.9.2.5 a certificate of good standing, issued by the Secretary of State of the State of Delaware, in respect of the Buyer and dated no earlier than five (5) business days prior to the Closing Date;

               2.9.2.6 the Gas Oil Exchange and Net-Out Agreement;

               2.9.2.7 the Transition Services Agreement;

               2.9.2.8 [Intentionally Omitted];

               2.9.2.9 the LEF Line Agreement;

               2.9.2.10 the Crude Supply Agreements;

               2.9.2.11 the Trademark License;

               2.9.2.12 the Trademark Assignment;

               2.9.2.13 a Guaranty Agreement executed by the Buyer Guarantor in the form attached hereto as Exhibit J ; and

               2.9.2.14 an irrevocable standby letter of credit in favor of the Seller in a form reasonably acceptable to the Seller, issued by a national bank reasonably acceptable to the Seller, and having a face value equal to U.S. Fifty Million Dollars ($50,000,000.00) as security for payments to be made by the Buyer for Hydrocarbon Inventory pursuant to Section 2.6.1 .

          2.9.3 the Seller and the Buyer shall deliver such other instruments of conveyance and/or assumption in respect of specified Assets or Assumed Liabilities as the other may reasonably request; provided that the terms and provisions of such other instruments do not increase the warranties, representations or obligations of the Parties or their respective Affiliates beyond those provided under this Agreement or reduce the rights or interests of the Parties or their respective Affiliates under this Agreement; and

          2.9.4 the Seller and the Buyer shall deliver any other documents, instruments or agreements contemplated hereby and/or necessary or appropriate to consummate the transactions contemplated hereby.

     Section 2.10 Payment of Third Party Costs at Closing . All costs and expenses for obtaining all title abstracts, underlying exception documents, survey and subdivision approvals , title commitment costs and other customary closing costs charged by the Title Company (other than those costs paid to date by the Seller) shall be borne by the Buyer. In addition, the premium for an extended coverage owner’s policy of title insurance for the benefit of the Buyer shall be paid by the Buyer. Any premium for any endorsements desired by the Buyer and for any loan policy of title insurance in favor of the Buyer’s lender (if any) shall be paid by the Buyer.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES CONCERNING
THE TRANSACTION

     Section 3.1 Representations and Warranties Concerning the Seller . Except as set forth in a correspondingly numbered schedule attached to this Agreement, the Seller represents and warrants to the Buyer as of the date of this Agreement as follows:

          3.1.1 Organization of the Seller . The Seller is a corporation duly organized and validly existing under the Laws of the Commonwealth of Pennsylvania. The Seller is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such qualification is required, except where the lack of such qualification has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Seller has the requisite corporate power and authority necessary to carry on the Business and to own and use the Assets owned or operated by it.

          3.1.2 Authorization of Transaction . The Seller has full corporate power and authority to execute and deliver this Agreement, the documents and agreements contemplated by this Agreement and to fully perform its obligations hereunder. The Seller’s execution, delivery and performance of this Agreement, the agreements and documents contemplated by this Agreement, and the transactions contemplated hereby and thereby have been duly authorized and this Agreement has been duly executed and delivered by the Seller. This Agreement constitutes (and upon the execution and delivery thereof, each of the documents and agreements contemplated to be executed by Seller or any of its Affiliates will constitute) the valid and legally binding obligation of the Seller or its Affiliates, as applicable, enforceable in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or any Third Party in order to consummate the transactions contemplated by this Agreement and the documents and agreements contemplated hereby, except for the prior approval of the Federal Trade Commission (“ FTC ”), the Antitrust Division of the Department of Justice (“Antitrust Division”) and any other applicable Governmental Authorities and Third Parties listed in Schedule 3.1.2 .

          3.1.3 Noncontravention . Except for the prior approval of the FTC, the Antitrust Division and any other applicable Governmental Authorities and Third Parties listed in Schedule 3.1.2 , neither the execution and delivery of this Agreement (or any of the documents and agreements contemplated to be executed by the Seller), nor the consummation of the transactions contemplated under this Agreement (or any of the documents and agreements contemplated to be executed by the Seller), including the compliance by the Seller with any of the provisions hereof or thereof, will (i) violate any provision of the Organizational Documents of the Seller, (ii) result in any failure to comply in all material respects with any Law to which the Seller is subject or to which any Asset is subject, (iii) violate, in any material respect, any Licenses or Permits of the Seller, (iv) result in a breach of, constitute a Default under, result in the termination of, accelerate the performance required by, create in any party the right to

accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment, benefits or other compensation under any Material Contract, or (v) result in the creation of or imposition or any Encumbrance on any of the Assets.

          3.1.4 Brokers’ Fees . Neither the Seller nor any of its Affiliates has any Liability or obligation to pay any fees or commissions, or similar compensation to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Buyer or any Affiliate of the Buyer will be obligated.

     Section 3.2 Representations and Warranties Concerning the Buyer . Except as set forth in a correspondingly numbered schedule attached to this Agreement, the Buyer represents and warrants to the Seller as of the date of this Agreement as follows:

          3.2.1 Organization of the Buyer . The Buyer is a limited liability company duly organized and validly existing under the Laws of the jurisdiction of its formation. The Buyer is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such qualification is required, except where the lack of such qualification has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Buyer has the requisite limited liability company power and authority necessary to carry on the business in which it is engaged and to own and use the properties owned and used by it.

          3.2.2 Authorization of Transaction . The Buyer has full limited liability company power and authority to execute and deliver this Agreement, the document and agreements contemplated by this Agreement and to fully perform its obligations hereunder. The Buyer’s execution, delivery and performance of this Agreement, the agreements and documents contemplated by this Agreement, and the transactions contemplated hereby and thereby have been duly authorized and this Agreement has been duly executed and delivered by the Buyer. This Agreement constitutes (and upon the execution and delivery thereof, each of the documents and agreements contemplated to be executed by Buyer or any of its Affiliates will constitute) the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or any Third Party in order to consummate the transactions contemplated by this Agreement, and the documents and agreements contemplated hereby, except for the prior approval of the FTC, the Antitrust Division and any other applicable Governmental Authorities and Third Parties listed in Schedule 3.2.2 .

          3.2.3 Noncontravention . Except for the prior approval of the FTC, the Antitrust Division and any other applicable Governmental Authorities and Third Parties listed in Schedule 3.2.2 , neither the execution and delivery of this Agreement (or any of the documents and agreements contemplated to be executed by Buyer), nor the consummation of the transactions contemplated under this Agreement (or any of the documents and agreements contemplated to be executed by Buyer), including the compliance by the Buyer with any provisions hereof or thereof, will (i) violate any Law to which the Buyer is subject, (ii) violate

any provision of the Organizational Documents of the Buyer or (iii) violate or conflict with, or result in a breach of, constitute a Default under, result in the termination of, accelerate the performance required by, create in any party the right to accelerate, terminate, modify, or cancel, or trigger any rights to payment or other compensation, or require any notice, approval or consent under any agreement, Contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound that could prevent or materially delay the consummation of the transactions contemplated under this Agreement.

          3.2.4 Brokers’ Fees . The Buyer does not have any Liability or obligation to pay any fees, commissions or similar compensation to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Seller or any Affiliate of the Seller will be obligated.

          3.2.5 Financing . At Closing, the Buyer will have sufficient immediately available funds to enable it to make payment of the Purchase Price and adjustments thereto pursuant to Section 2.6 at the Closing without encumbrance or delay and without causing the Buyer to become insolvent or to declare insolvency.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES
CONCERNING THE ASSETS

     Section 4.1 Representations and Warranties Concerning the Assets . Except as set forth in a correspondingly numbered schedule attached to this Agreement, the Seller represents and warrants to the Buyer as of the date of this Agreement as follows:

          4.1.1 Ownership of the Assets; Shared Assets .

               4.1.1.1 Except for Permitted Encumbrances, the Seller has good and marketable (and, in the case of real property, indefeasible) title to all of the Assets, or a valid leasehold interest in the Leased Real Property or other Assets which are leased to the Seller pursuant to Assigned Contracts, as applicable, and such title or leasehold interest to the Assets will be transferred at the Closing to the Buyer free and clear of all Encumbrances, except for Permitted Encumbrances, and with respect to the Owned Real Property, insurable at standard rates by the Title Company without special exceptions or conditions, other than the Permitted Encumbrances. The Assets being transferred to the Buyer by the Seller at Closing include all properties, assets and rights exclusively used by or held for use by the Seller or its Affiliates in the Business. The Trademarks constitute all of the trademarks used exclusively in the operation of the Assets or the conduct of the Business. When taken together with the assets and services to be provided under the Transition Services Agreement and the Trademark License, the Assets constitute all of the assets necessary to operate the Business substantially consistent with the Seller’s Ordinary Course of Business.

               4.1.1.2 Except as disclosed on Schedule 4.1.1.2 , there are no unexercised options, rights of first offer or rights of first refusal to purchase the Assets, or any portion thereof or interest therein, recorded or unrecorded.

          4.1.2 Real Property .

               4.1.2.1 Subject to Permitted Encumbrances, the Owned Real Property and the Leased Real Property constitute all the fee and leasehold interests in real property used in connection with the Business. The Easements and Transferred Pipeline Rights constitute all the easements and pipeline rights used in connection with the Business and necessary for the operation of the Business, in all material respects, with respect to the Seller’s legal right to access and use of such Easements and Transferred Pipeline Rights necessary for the operation of the Business.

               4.1.2.2 The Seller has not received any written notice for assessments for public improvements against any of the (i) Owned Real Property, or (ii) Leased Real Property or Easements.

               4.1.2.3 The Seller has not received any written notice regarding any pending condemnation, eminent domain or similar proceeding affecting all or any portion of any of the Owned Real Property, Leased Real Property or Easements.

               4.1.2.4 To the extent in the possession or control of the Seller or its Affiliates, the Seller has made available to the Buyer or given the Buyer access to true, correct and complete copies of all of the following pertaining to the Owned Real Property, Leased Real Property, Easements, and Transferred Pipeline Rights: (i) title reports, title abstracts, title insurance policies and commitments therefor, (ii) surveys and (iii) and to the extent in force and effect as of the date of this Agreement, leases, licenses or other rights of occupancy affecting, or any other recorded or unrecorded documents or instruments encumbering or affecting, any such real property interests, including all amendments, modifications and extensions, and together with all subordination, nondisturbance and/or attornment agreements or any brokerage commission agreements related thereto and estoppel certificates.

               4.1.2.5 Each item of Equipment, building and other improvements that constitutes part of the Owned Real Property, the Leased Real Property or Easements (“ Fixture Equipment ”), has been maintained in the Ordinary Course of Business. The Fixture Equipment does not include any Excluded Assets. The Seller makes no representations or warranties in this Section 4.1.2.5 with respect to Environmental Laws.

               4.1.2.6 Each of the Real Property Leases and Easements is in full force and effect, and the Seller has valid leasehold or easement estate, as applicable, thereunder. To the Seller’s Knowledge, there are no defaults, or events that given the passage of time or giving of notice or both would create a default, by any party under any of the Real Property Leases or Easements. None of the Real Property Leases are subleases. Each instrument establishing any Transferred Pipeline Rights is in full force and effect, and, to the Seller’s knowledge after reasonable inquiry, there are no known defaults, or events that given the passage of time or giving of notice or both would create a default, under the Transferred Pipeline Rights.

          4.1.3 Certain Personal Property . All fixed assets constituting material items of personal property included in the Assets are, and any such material items of personal property acquired after the date hereof in accordance with Section 5.3 will be, usable in the Ordinary

Course of Business of the Tulsa Refinery. The Seller makes no representations or warranties in this Section with respect to Environmental Laws.

          4.1.4 Contracts and Commitments .

               4.1.4.1 True, complete and correct copies of all written Assigned Contracts (or a description in reasonable detail if the Assigned Contract has not been reduced to writing), together with all amendments, supplements or modifications thereto have been made available to the Buyer at least five days prior to the date of this Agreement in the Data Room.

               4.1.4.2 Schedule 2.1.7 lists each Material Contract and identifies those Material Contracts for which the Seller does not have an executed version. Each Material Contract for which the Seller has an executed version (as so identified on Schedule 2.1.7 ) is in full force and effect and is valid and binding on the Seller and, to the Knowledge of the Seller, the other parties thereto, in accordance with its terms. Except as set forth in Schedule 4.1.4.2 , (i) the Seller has performed, in all material respects, all obligations to be performed by it under each Material Contract, (ii) the Seller has neither materially breached the terms of any Material Contract, nor received from any third party to any such Material Contract written notification that such contract is not in full force and effect, that the Seller has failed to perform its obligations thereunder to date, or that any third party thereto has not performed its obligations thereunder to date, (iii) the Seller has not received any notice of termination or cancellation of any Material Contract, and (iv) to the Knowledge of the Seller, no other event has occurred and no circumstance or condition exists (including the entry into this Agreement and the consummation of the transactions contemplated by this Agreement and the other agreements contemplated herein), that would reasonably be expected to result in a breach or violation of, or a default under, or give rise to any penalty or right of termination, cancellation or acceleration of any right or obligation, or to a loss of any benefit to which the Seller is entitled, under (in each case, with or without notice or lapse of time or both) any such Material Contract.

               4.1.4.3 All of the Assigned Contracts that relate to the DHT Project are listed on Schedule 2.1.20 .

          4.1.5 Licenses and Permits . The Seller possesses all material licenses and material permits from any Governmental Authority necessary for its operation of the Assets and the Business at the location and in the manner presently operated, all of which are set forth on Schedule 2.1.8 along with their respective expiration dates. Except as set forth in Schedule 4.1.5 , the Seller has performed, in all material respects, all obligations required to be performed by it to date under the Licenses and Permits, and is not in material Default under any obligation of any such License or Permit. A true and correct copy of each such License or Permit set forth on Schedule 2.1.8 has been made available to the Buyer at least five days prior to the date of this Agreement. The Seller makes no representations or warranties in this Section 4.1.5 with respect to Taxes, Environmental Laws or applicable Laws respecting employment, employment practices, wage payment, health or safety, for which the sole representations and warranties of the Seller are set forth in Sections 4.1.7 , 4.1.8 , 4.1.10 and 4.1.11 .

          4.1.6 Compliance with Law . Except as set forth on Schedule 4.1.6 , the Seller is and has been in compliance in all material respects with all, and to the Knowledge of the Seller

is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of, any applicable Laws, Licenses or Permits related to the ownership and operation of the Assets or the Business. The Seller makes no representations or warranties in this Section 4.1.6 with respect to Taxes, Environmental Laws or applicable Laws respecting employment, employment practices, wage payment, health or safety, for which the sole representations and warranties of the Seller are set forth in Sections 4.1.7 , 4.1.8 , 4.1.10 and 4.1.11 .

          4.1.7 Tax Matters .

               4.1.7.1 The Seller has filed, or will duly and timely file, all Tax Returns which are or will be due and required to be filed on or before the Closing Date in connection with its ownership and operations of the Assets, and tax liabilities and all other information reported in such Tax Returns are or shall be correct and complete in all material respects;

               4.1.7.2 All Taxes, other than current-year Oklahoma personal property Taxes, shown to be payable on the Tax Returns referred to in this Section 4.1.7 have been or will be timely paid prior to the Closing Date, and no Taxes, other than current-year Oklahoma personal property Taxes, are payable by the Seller in connection with the Seller’s ownership of the Assets and the operation thereof, for or with respect to the periods covered by such Tax Returns;

               4.1.7.3 All current-year Oklahoma personal property Taxes shown to be due and payable prior to the Closing Date have been or will be timely paid;

               4.1.7.4 All Taxes, assessments, reassessments, and all other similar governmental charges, penalties, interest and fines in connection with the Seller’s ownership and operations of the Assets and imposed upon other persons or entities, but which are collected by the Seller on behalf of any Taxing Authority or other Governmental Authority on or before the Closing Date, have been or will be paid when due;

               4.1.7.5 All Taxes, assessments, reassessments and all other similar governmental charges in connection with the Seller’s ownership of the Assets and due and payable by the Seller on or before the Closing Date shall have been paid by the Seller on or before the Closing Date except for any such charges set forth on Schedule 4.1.7.5 for which the Seller has decided to contest in good faith and for which it has taken appropriate procedural actions to preserve its rights;

               4.1.7.6 The Seller has not with respect to the Assets or the Business, extended or waived the application of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax;

               4.1.7.7 Except as set forth on Schedule 4.1.7.7 there are no audits, claims, assessments, levies, administrative proceedings, or lawsuits pending, or to the Knowledge of the Seller, threatened against the Seller with respect to the ownership and operation of the Assets or the Business by any Taxing Authority, and no Taxing Authority in which the Seller does not file Tax Returns has raised any issue or made any inquiries suggesting

that such Taxing Authority may believe that the Seller is required to file Tax Returns in such jurisdiction;

               4.1.7.8 There are no liens for Taxes (other than for current Taxes not yet due or payable) upon the Assets;

               4.1.7.9 All of the Assets that are subject to property Tax have been properly listed and described on the property Tax rolls of the appropriate taxing jurisdiction for all periods prior to Closing and no portion of the Assets constitutes omitted property for property Tax purposes; and

               4.1.7.10 Seller has no unsettled Oklahoma tax claims under 68 O.S. § 1364(H) (2008 Supp.) of the Oklahoma Statutes that would impair Buyer’s ability to obtain an Oklahoma sales tax permit and an Oklahoma manufacturer’s exemption permit.

          4.1.8 Environmental Matters . The representations and warranties contained in this Section 4.1.8 are the sole and exclusive representations and warranties of the Seller pertaining or relating to matters arising under or with respect to Environmental Laws, except as disclosed or referenced on Schedule 4.1.8 :

               4.1.8.1 The Seller’s ownership of the Assets and operation of the Business as presently owned and operated are in compliance in all material respects with all applicable Environmental Laws and all Environmental Permits.

               4.1.8.2 The Seller has obtained all required material Environmental Permits, and all such material Environmental Permits are valid and in full force and effect and are set forth on Schedule 2.1.8 .

               4.1.8.3 The Seller is not party to any outstanding order, injunction, judgment, decree or ruling that arose from the Seller’s operation of the Business or ownership of the Assets and relates to (i) the Seller’s compliance with Environmental Laws, (ii) Remedial Work required to be performed by the Seller, or (iii) any Release of Hazardous Substances or presence of Hazardous Substances.

               4.1.8.4 The Seller has not received any written communication alleging that, with respect to the Seller’s operation of the Business or ownership of the Assets, the Seller may be in violation of any Environmental Law or may have any liability under any Environmental Law.

               4.1.8.5 There is no investigation by a Governmental Authority of the Business or the Assets, pending or threatened in writing, that would reasonably be expected to result in the imposition of any material liability pursuant to any Environmental Law.

               4.1.8.6 There are no imminent material restrictions on the ownership, occupancy, use, or transferability of the Owned Real Property, the Leased Real Property or the Easements arising under any Environmental Law.

          4.1.9 Litigation . Except as set forth on Schedule 4.1.9 , there are no actions, suits, claims, demands, proceedings, arbitrations, grievances, citations, summons, subpoenas, or to the Seller’s Knowledge any inquiry or investigation of any nature, including civil, criminal, regulatory or otherwise, in law or equity, pending or, to the Seller’s Knowledge, threatened against the Seller (or its Affiliates) relating to the Assets or the Business and there are no judgments outstanding against the Seller relating to the Assets or the Business. There is no condemnation proceeding pending with service of process made on the Seller (or its Affiliates) or, to the Seller’s Knowledge, threatened or pending without service of process made on the Seller (or its Affiliates), against any of the Owned Real Property, Leased Real Property, Easements or Transferred Pipeline Rights.

          4.1.10 Employee Matters . Except as set forth on Schedule 4.1.10(A)-(D) , the Seller is and has been in compliance in all material respects with all, and to the Knowledge of the Seller, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of any, applicable Laws pertaining to labor and employment and related to the ownership and operation of the Assets or the Business, including but not limited to employment practices, terms and conditions of employment, payment of compensation, contracts of employment, collective bargaining, non-discrimination and affirmative action, plant closing and mass layoff, family and medical leave, immigration, health and safety, wages and hours, payment of unemployment benefits and taxes and workers’ compensation, and including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the National Labor Relations Act and the Code. Since January 1, 2005, there has not been any strike, work stoppage or slow-down with respect to the Current Employees. Except as set forth on Schedule 4.1.10(A) , as of the date of this Agreement, neither the Seller nor its Affiliates are a party to, nor are they currently negotiating, any collective bargaining or other agreement with any union or other association of employees relating to the Business, and should any such action occur between the date of this Agreement and the Closing, the Seller or its Affiliates will notify the Buyer of such action as soon as practicable. Except as set forth on Schedule 4.1.10(A) , since January 1, 2005 no labor union or employee organization has been certified or recognized as the collective bargaining representative of the Current Employees. As of the date of this Agreement, to the Seller’s or its Affiliates’ Knowledge, there are no union organizational campaigns or representation proceedings under way or threatened with respect to the Current Employees, and should any such events occur or be threatened between the date of this Agreement and the Closing, the Seller or its Affiliates will notify the Buyer of such events as soon as practicable. Except as set forth on Schedule 4.1.10(B) , none of the current or past employees of the Seller or its Affiliates engaged in the Business has a pending or, to the Seller’s or its Affiliates’ Knowledge, threatened claim against the Seller or its Affiliates. Except as set forth on Schedule 4.1.10(B) , neither the Seller nor its Affiliates have pending against them related to the Assets or the Business any unfair labor practice charges, other administrative charges, claims, grievances, actions, proceedings or lawsuits before any court, governmental agency, regulatory body or arbiter arising under any federal, state or local Law governing employment. Except as set forth on Schedule 4.1.10(C), the Seller has no express or implied or written or oral Contracts of employment with any of the Current Employees. Within the ninety days preceding the Effective Date, Seller has not transferred or reassigned any employee from the Facility except as noted in

Schedule 4.1.10(D) . The Sunoco, Inc. Involuntary Termination Plan provides for a minimum severance period of two weeks and a maximum severance period of fifty-two weeks as of the Effective Date.

          4.1.11 Compensation and Employee Benefits .

               4.1.11.1 There are no Liabilities pursuant to Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) with respect to the termination of any plan, or any “withdrawal liability” with respect to any multiemployer plan as defined in Section 3(37) of ERISA, that would be imposed on the Seller or any of its Affiliates, any member of the Business, or the Buyer or any of its Affiliates.

               4.1.11.2 No material plan, program, or arrangement relating to compensation or employee benefits for employees of any of the Seller or its Affiliates currently providing services related to or in connection with the Business (each a “ Seller Plan ”) is a “multiemployer plan” as defined in Section 3(37) of ERISA. Each Seller Plan which is intended to be qualified under Section 401(a) of the Code is and at all times has been so qualified, and the Seller has no Knowledge of any fact which would adversely affect in a material manner the qualified status of any such plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Seller Plan intended to be qualified under Section 401(a) of the Code, and has not revoked, or to the Seller’s Knowledge threatened to revoke, that determination letter, or the Seller has submitted such plan to the Internal Revenue Service for a determination and the Seller expects such a letter to be issued.

          4.1.12 Intellectual Property . Except as set forth on Schedule 4.1.12(A) and any Intellectual Property used in connection with the Seller’s provision of services under the Transition Services Agreement, to the Knowledge of the Seller, the Owned Intellectual Property described on Schedule 2.1.12.1 and the Licensed Intellectual Property described on Schedule 2.1.12.1 constitute all of the material Intellectual Property used by the Seller with respect to the operation of the Assets or the conduct of the Business. Except as disclosed on Schedule 4.1.12(B) , the Seller does not have Knowledge of any claim that the Owned Intellectual Property or Licensed Intellectual Property or the ownership and operation of the Assets or the conduct of the Business infringes any Intellectual Property of any other Person or any registered or unregistered trademarks, service marks, logos, brand names, trade names, other names or slogans embodying business or product goodwill of any other Person. Schedule 2.1.12.1 is a complete and accurate list of all Owned Intellectual Property. Schedule 2.1.12.1 is a complete and accurate list of all Licensed Intellectual Property. Except as expressly set forth in Schedule 2.1.12.1 , all Licensed Intellectual Property in Schedule 2.1.12.1 is freely assignable to the Buyer at no cost to the Buyer.

          4.1.13 Absence of Certain Changes . Except as contemplated by this Agreement, the Business has been conducted in the Ordinary Course of Business since December 31, 2008, and during that time, there has not been any change, event, occurrence, development or state of circumstances or facts that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.1.13 , since the Balance Sheet Date the Seller

has not taken any action that would, if such action were taken after the Effective Date, require the prior written consent of the Buyer pursuant to Section 5.3.1 .

          4.1.14 Ownership of the Idle Assets . Notwithstanding anything to the contrary contained in this ARTICLE 4 and in this Agreement, the representations and warranties contained in this Section 4.1.14 are the sole and exclusive representations and warranties of the Seller pertaining to the Idle Assets and all references to the Assets in each of Sections 4.1.1.1 through 4.1.13 shall be deemed to exclude the Idle Assets. Except for Permitted Encumbrances, the Seller has good and marketable title to all of the Idle Assets, and such title to the Idle Assets will be transferred at the Closing to the Buyer free and clear of all Encumbrances, except for Permitted Encumbrances. Regarding the Idle Assets, the Seller makes no representations or warranties of any kind (except as to the foregoing representation and warranty regarding title), expressed or implied, including but not limited to representations and warranties related to merchantability, condition or fitness for purpose. All such representations and warranties are hereby expressly disclaimed by the Seller. The Buyer acknowledges and agrees that the Seller is selling and conveying and the Buyer is purchasing and accepting the Idle Assets strictly on an “as is, where is” basis.

          4.1.15 Affiliate Transactions . Except as set forth on Schedule 4.1.15 , the Seller is not currently a party to any Contract with any Affiliate of the Seller or Sunoco Logistics Partners L.P. that provides for the purchase or sale of goods to or from, or the provision of services to or from, the Business.

          4.1.16 Suppliers . Schedule 4.1.16 sets for a complete and accurate list of the 20 largest suppliers of materials, products or services to the Seller and its Affiliates in connection with the Business (measured by the aggregate amount purchased from all such suppliers) during each of the last two fiscal years and the period from January 1, 2009 through the last day of the month immediately preceding the date of the Agreement. The relationships of the Seller and its Affiliates with the suppliers listed on Schedule 4.1.16 are good commercial working relationships and none of such suppliers has cancelled or terminated or otherwise materially altered (excluding increases in the prices charged for supplies, materials, products or services) such arrangements, notified the Seller or any of its Affiliates of any intention to do any of the foregoing, or otherwise threatened to cancel, terminate or seek to materially alter its relationship with the Seller its Affiliates.

          4.1.17 Customers . Schedule 4.1.17 sets forth separately for each of the lubricants business on the one hand and the remaining parts of the Business on the other hand (i) the names and addresses of the 20 largest customers measured by the aggregate amount of products, goods and services ordered and purchased from the Seller during each of the last two fiscal years and the period from January 1, 2009 through the last day of the month immediately preceding the date of the Agreement (collectively, the “ Customers ”) and (ii) the amount for which each Customer was invoiced during such period. Except as set forth on Schedule 4.1.17 , the Seller has not received any written or oral notice that any such Customer has ceased, or will cease, to purchase those types of products included in current and active programs for such Customer.

          4.1.18 Insurance. Since January 1, 2006, the Seller has insured the Assets and been insured against such risks as entities engaged in businesses similar to the Business would, in accordance with good practice, customarily be insured. Schedule 4.1.18(A) sets forth an accurate summary of all fire, general liability, theft, and other forms of insurance (including insurance relating to railcars and business conducted with railroads) and all fidelity bonds held by or applicable to the Seller and the Assets. Since January 1, 2006, the Seller has neither failed to give any required notice relating to any event affecting the Assets nor delivered inaccurate or erroneous notice or information relating to such an event, which, in any such case, has limited or impaired the rights of the Seller under any such insurance policies. Excluding insurance policies that have expired and have been replaced in the ordinary course of business, no insurance policy held by or applicable to the Seller or the Assets or the Business has been cancelled within the last two years prior to the date hereof. Schedule 4.1.18(B) contains an accurate and complete list of (i) all outstanding claims under insurance policies of the Seller relating to the Assets and the Business, (ii) all claims, whether outstanding or not, made under such insurance policies since January 1, 2006, and (iii) all material casualties that have occurred in connection with the Assets or the Business since January 1, 2006.

          4.1.19 Absence of Certain Business Practices . Neither the Seller nor any officer, employee or agent of the Seller, nor any other Person acting on its behalf, has, directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, government employee or other Person who is or may be in a position to help or hinder the operation of the Assets (or to assist the Seller in connection with any actual or proposed transaction) which (1) might subject the Seller to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (2) if not given in the past, might have had a Material Adverse Effect on the Assets or its operation of the Assets or the Business, or (3) if not continued in the future, might materially adversely affect the Assets or Business.

          4.1.20 Pipelines . Schedule 4.1.20 contains a true, complete and accurate list of all pipelines serving (by either carrying products to or from) the Facilities.

          4.1.21 Financial Statements .

               4.1.21.1 Attached as Schedule 4.1.21 are true and complete copies of the balance sheet for the Assets and the Business as of December 31, 2007 and December 31, 2008 and the related statements of operations and cash flow for the years ended December 31, 2007 and December 31, 2008, audited for 2007 and unaudited for 2008 (collectively, the “ Facility Financial Statements ”). Except as disclosed in the footnotes to the Facility Financial Statements, the Facility Financial Statements, including the related notes and schedules, have been prepared from the books and records of the Seller relating to the Assets and the Business and present fairly in all material respects the financial position and results of operations of the Business as of the dates of such statements in conformity with United States generally accepted accounting principles applied on a basis consistent with preceding years and throughout the periods involved. The Facility Financial Statements do not contain any items of a special or nonrecurring nature except as expressly stated therein.

               4.1.21.2 Except as set forth in Schedule 4.1.21 , there is no material liability or obligation of any kind, whether accrued, absolute, fixed, contingent, or otherwise,

relating to the Assets and the Business that is not reflected or reserved against in the balance sheet dated December 31, 2008, other than (i) current liabilities incurred in the Ordinary Course of Business in a manner consistent with past practice since December 31, 2008 (the “ Balance Sheet Date ”), or (ii) any such liabilities or obligations which would not be required to be presented in financial statements or the notes thereto prepared in conformity with United States generally accepted accounting principles applied, in a manner consistent with past practice, in the preparation of the Facility Financial Statements.

          4.1.22 Customer Security Arrangements . Schedule 4.1.22 hereto identifies all Customer Security Arrangements, and specifically identifies any Customer Security Arrangements that are not transferable.

          4.1.23 Seller Security Arrangements . Schedule 4.1.23 hereto identifies all Seller Security Arrangements.

          4.1.24 Limitations of Representations and Warranties . NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED BY THE SELLER IN CONNECTION WITH THIS AGREEMENT, IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT THE SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, BEYOND THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY IT IN THIS AGREEMENT, THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2 , THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1 OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING. IT IS UNDERSTOOD THAT, EXCEPT TO THE EXTENT COVERED BY A REPRESENTATION OR WARRANTY EXPRESSLY MADE HEREIN OR IN THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2 , THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1 OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING AND WITHOUT LIMITING SUCH EXPRESS REPRESENTATIONS AND WARRANTIES, AND SUBJECT TO THE OBLIGATIONS OF THE SELLER UNDER THIS AGREEMENT OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING, THE BUYER TAKES THE ASSETS “AS IS” AND “WHERE IS” AND “WITH ALL FAULTS.” WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE OR ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS AGREEMENT, THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2 , THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1 , OR THE OTHER DOCUMENTS DELIVERED BY THE SELLER IN CONNECTION WITH THE CLOSING, THE SELLER HEREBY (I) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (A) THE CONDITION, USEFULNESS OR ADEQUACY OF THE ASSETS OR THE OWNED INTELLECTUAL PROPERTY AND LICENSED INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), OR (B) THE ACCURACY, SPECIFICATIONS, QUALITY, FITNESS,

MERCHANTABILITY, REPRODUCIBILITY OR CORRECTNESS OF DATA, PRODUCTS OR RESULTS OF ANY INTELLECTUAL PROPERTY; AND (II) NEGATES ANY RIGHTS OF THE BUYER UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY THE BUYER FOR DAMAGES BECAUSE OF LATENT VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF THE SELLER AND THE BUYER THAT, SUBJECT TO THE TERMS OF THIS AGREEMENT, THE ASSETS ARE TO BE ACCEPTED BY THE BUYER IN THEIR CONDITION AND STATE OF REPAIR AS OF THE DATE OF THIS AGREEMENT.

          4.1.25 WITHOUT LIMITING ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS AGREEMENT, AND SUBJECT TO THE OBLIGATIONS OF THE SELLER UNDER THIS AGREEMENT AND THE OTHER EXPRESS TERMS AND PROVISIONS OF THIS AGREEMENT, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1 , OR THE OTHER DOCUMENTS DELIVERED BY THE SELLER IN CONNECTION WITH THE CLOSING, THE SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY ENVIRONMENTAL CONDITIONS, ENVIRONMENTAL LIABILITIES OR OTHER ENVIRONMENTAL MATTERS, INCLUDING WITH RESPECT TO THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES AT, IN, ON OR UNDER, OR DISPOSED OF OR DISCHARGED OR RELEASED FROM, THE ASSETS. FURTHERMORE, WITHOUT LIMITING ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN BY THE SELLER IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED BY THE SELLER IN CONNECTION WITH THE CLOSING, THE SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS, DATA AND INTERPRETATIONS NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO THE BUYER IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE ASSETS, PRICING ASSUMPTIONS, POTENTIAL FOR PROFITS, PROJECTED COSTS, AND ANY ACQUIRED OR LICENSED DATA, ANY ENVIRONMENTAL INFORMATION, OR ANY OTHER INFORMATION OR MATERIAL INCLUDED IN THE DATA ROOM OR OTHERWISE FURNISHED TO THE BUYER BY THE SELLER, ANY AFFILIATE OF THE SELLER OR ANY DIRECTOR, OFFICER, SHAREHOLDER, EMPLOYEE, COUNSEL, AGENT OR ADVISOR OF THE SELLER OR ANY AFFILIATE OF THE SELLER.

ARTICLE 5

PRE-CLOSING COVENANTS

     Section 5.1 Satisfaction of Conditions Precedent . From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement, each Party will use commercially reasonable efforts to take all action (or refrain from taking any action within its control) and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement including the satisfaction of the conditions precedent set forth in ARTICLE 7 ; provided, however, that the foregoing shall not

require or cause any Party to waive any right it may have under other provisions of this Agreement.

     Section 5.2 Notices and Consents .

          5.2.1 Promptly following the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement, the Seller will give any notices to Third Parties, and will use commercially reasonable efforts to obtain the Third Party consents, required under any Assigned Contract in connection with the consummation of the transactions contemplated by this Agreement, or otherwise required to prevent a Material Adverse Effect from occurring prior to or after the Closing. Each of the Parties will promptly give any notices to, make any filings with, and use all commercially reasonable efforts to obtain any authorizations, consents, and approvals of Governmental Authorities, including consents to, or approval of, the assignment or transfer of the Licenses and Permits. Each Party hereto shall (i) make the filings required of it or any of its Affiliates under the HSR Act and any other applicable antitrust or competition laws outside the United States in connection with this Agreement and the transactions contemplated hereby no later than the tenth (10th) Business Day following the date hereof, (ii) comply at the earliest practicable date and after consultation with the other Party hereto with any request for additional information or documentary material received by it or any of its Affiliates from the FTC or the Antitrust Division, (iii) reasonably cooperate with one another in connection with any filing under the HSR Act (including by providing copies of all such documents to the nonfiling Party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by the FTC, the Antitrust Division or any other Governmental Authority, and (iv) refrain from making any “early-termination request” in connection with the filings required by it or any of its Affiliates under the HSR Act. Notwithstanding anything in this Agreement to the contrary, in no event shall the Buyer or any of its Affiliates be required, in connection with any demand therefore by any Governmental Authority or otherwise, to agree or commit to (i) divest, hold separate, offer for sale, abandon, limit its operation of or