CHASE LOGO]Credit Agreement • March 9th, 2000 • Pennzoil Quaker State Co • Petroleum refining • New York
EXECUTION COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • March 29th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
EXHIBIT 10.2(d) 2001 INCENTIVE PLAN OF PENNZOIL-QUAKER STATE COMPANY NONQUALIFIED STOCK OPTION AGREEMENT PENNZOIL-QUAKER STATE COMPANY (the "Company") hereby grants on ____________, to ________________________________ (the "Optionee"), an employee of...Nonqualified Stock Option Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
1 EXHIBIT 10.1(b) FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment") dated as of November 5, 1999, but to be effective as of September 30, 1999 (the "First Amendment Effective Date"), is made and entered...Credit Agreement • March 9th, 2000 • Pennzoil Quaker State Co • Petroleum refining • New York
CREDIT AGREEMENTCredit Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Exhibit 4.1 SECOND AMENDMENT TO RIGHTS AGREEMENT This Second Amendment to the Rights Agreement between Pennzoil-Quaker State Company (formerly Pennzoil Products Company), a Delaware corporation (the "Company"), and Mellon Investor Services LLC...Rights Agreement • March 29th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
AND CHASE BANK OF TEXAS, NATIONAL ASSOCIATION TRUSTEE INDENTUREIndenture • March 30th, 1999 • Pennzoil Quaker State Co • Petroleum refining • New York
March 5, 2002 Mr. James L. Pate Chairman of the Board Pennzoil-Quaker State Company P. O. Box 2967 Houston, Texas 77252-2967 Dear Jim: In order to take advantage of your substantial expertise, we propose the following Agreement to be effective as of...Consulting Agreement • May 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
RECITALS:Deferred Compensation Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
EXHIBIT 1 PENNZOIL-QUAKER STATE COMPANY (a Delaware corporation) $150,000,000 8.65% NOTES DUE 2002 UNDERWRITING AGREEMENT Dated: November 30, 2000 TABLE OF CONTENTSUnderwriting Agreement • December 1st, 2000 • Pennzoil Quaker State Co • Petroleum refining • New York
ANDRights Agreement • December 18th, 1998 • Pennzoil Quaker State Co • Petroleum refining • Delaware
ARTICLE I DEFINITIONSTrademark License Agreement • August 14th, 1998 • Pennzoil Products Co • Texas
RECITALS:Severance Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
AND CHASE BANK OF TEXAS, NATIONAL ASSOCIATION TRUSTEE INDENTUREIndenture • January 21st, 1999 • Pennzoil Quaker State Co • Petroleum refining • New York
Exhibit 2 AMENDMENT TO RIGHTS AGREEMENT This Amendment to the Rights Agreement between Pennzoil-Quaker State Company (formerly Pennzoil Products Company) and Mellon Investor Services LLC (formerly The Chase Manhattan Bank), as Rights Agent, dated...Rights Agreement • March 29th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
This Amendment to the Rights Agreement between Pennzoil-Quaker State Company (formerly Pennzoil Products Company) and Mellon Investor Services LLC (formerly The Chase Manhattan Bank), as Rights Agent, dated December 18, 1998 (the "Rights Agreement"), is hereby adopted as of March 5, 2002.
AGREEMENTEmployee Benefits Agreement • March 20th, 2001 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
1 EXHIBIT 10.11 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 12th day of October, 1998, by and between Pennzoil Products Company, a Delaware corporation (hereinafter called the "Company"), and James J. Postl (hereinafter called "Employee"); W I...Employment Agreement • March 17th, 1999 • Pennzoil Quaker State Co • Petroleum refining • Texas
1 EXHIBIT 10.7 INDEMNIFICATION AGREEMENT This AGREEMENT is made and entered into this ___ day of _______, ____, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and [NAME OF DIRECTOR] (the "Indemnitee"). WHEREAS,...Indemnification Agreement • August 14th, 1998 • Pennzoil Products Co • Delaware
AGREEMENTEmployee Agreement • March 17th, 1999 • Pennzoil Quaker State Co • Petroleum refining • Texas
May 4, 2000 Mr. James L. Pate Chairman and CEO Pennzoil-Quaker State Company P. O. Box 2967 Houston, Texas 77252-2967 Dear Jim: We propose the following Agreement to be effective as of May 4, 2000, for the three years commencing January 1, 2001, which...Employment Agreement • March 20th, 2001 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
ANDRights Agreement • August 14th, 1998 • Pennzoil Products Co • Delaware
TRUST AGREEMENT between MERRILL LYNCH TRUST COMPANY OF TEXAS, as the Trustee and PENNZOIL-QUAKER STATE COMPANY, as the EmployerTrust Agreement • December 29th, 1998 • Pennzoil Quaker State Co • Petroleum refining • Texas
1 EXHIBIT 10.5 CRUDE OIL SUPPLY AGREEMENT This Agreement, dated September 1, 1998, is entered into by and among Pennzoil Exploration and Production Company, a Delaware corporation ("E&P"), Pennzoil Company, a Delaware Corporation, and Pennzoil...Crude Oil Supply Agreement • December 1st, 1998 • Pennzoil Quaker State Co • Petroleum refining • Texas
EXHIBIT 10.21 October 4, 2001 PERSONAL & CONFIDENTIAL Mr. James J. Postl Pennzoil-Quaker State Company 31st Floor, North Tower 700 Milam Houston, Texas 77002 Dear Mr. Postl: You have previously been or may be designated a participant in the...Deferred Compensation Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
EXHIBIT 10.17 TAX PROTECTION AGREEMENT This AGREEMENT (the "Agreement") by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and ___________ (the "Executive"), dated as of ______________________________ and to be...Tax Protection Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
1 EXHIBIT 10.4 TRANSITION SERVICES AGREEMENT DATED AS OF __________, 1998,Transition Services Agreement • August 14th, 1998 • Pennzoil Products Co • Texas
DATE)Benefits Acceleration Agreement • March 20th, 2001 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
R E C I T A L S: - - - - - - - -Change in Control Amendment • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
WITNESSETH:Severance Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
FIRST AMENDMENT TO PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES TRUST AGREEMENT by and between PENNZOIL COMPANY and MELLON BANK, N.A.Pennzoil Company Savings and Investment Plan for Hourly Employees Trust Agreement • December 29th, 1998 • Pennzoil Quaker State Co • Petroleum refining
SECOND AMENDMENT TO PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES TRUST AGREEMENT by and between PENNZOIL COMPANY and MELLON BANK, N.A.Second Amendment to Trust Agreement • December 29th, 1998 • Pennzoil Quaker State Co • Petroleum refining
1 EXHIBIT 10.2 TAX SEPARATION AGREEMENT This agreement ("Agreement") is entered by and between Green and Downstream to be effective as of the date of the Distribution referred to in the recitals below (the "Effective Date"). Other capitalized terms...Tax Separation Agreement • August 14th, 1998 • Pennzoil Products Co • Delaware
WITNESSETH:Deferred Compensation Agreement • March 20th, 2001 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
WITNESSETH:Retention Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
