Premcor Inc Sample Contracts

PREMCOR INC. 8182 MARYLAND AVENUE SUITE 600 ST. LOUIS, MO 63105
Termination Agreement • April 17th, 2002 • Premcor Inc • Petroleum refining • New York
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PREMCOR INC.
Underwriting Agreement • April 17th, 2002 • Premcor Inc • Petroleum refining • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 23, 2001
Credit Agreement • September 27th, 2001 • Premcor Inc • New York
BACKGROUND
Registration Rights Agreement • April 17th, 2002 • Premcor Inc • Petroleum refining • New York
AND
Product Supply Agreement • September 27th, 2001 • Premcor Inc • New York
· Shares PREMCOR INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • January 10th, 2003 • Premcor Inc • Petroleum refining • New York

Premcor Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) · shares of its common stock, par value $0.01 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional · shares of its common stock, par value $0.01 per share (the “Additional Shares”), if and to the extent that you, as representatives of the Underwriters, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”

Between
Stockholders' Agreement • September 27th, 2001 • Premcor Inc • New York
PREMCOR INC. 8182 MARYLAND AVENUE SUITE 600 ST. LOUIS, MO 63105
Termination Agreement • April 17th, 2002 • Premcor Inc • Petroleum refining • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 24, 2005 BY AND BETWEEN VALERO ENERGY CORPORATION AND PREMCOR INC.
Merger Agreement • April 26th, 2005 • Premcor Inc • Petroleum refining • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2005 (this “Agreement”), by and between VALERO ENERGY CORPORATION, a Delaware corporation (“Valero”) and PREMCOR INC., a Delaware corporation (“Premcor”).

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Employment Agreement • March 9th, 2004 • Premcor Inc • Petroleum refining

On [execution date], you executed an Employment Agreement (“Agreement”) with the Company that provided that you would receive an annual grant of stock options under terms defined in the Agreement.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2004 • Premcor Inc • Petroleum refining • New York

WHEREAS, Executive became the Vice President-Commercial of the Company on April 1, 2002 and on that date Executive and the Company entered into an Employment Agreement; and

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2004 • Premcor Inc • Petroleum refining

This Amendment to the Employment Agreement (the “Amendment”) is made as of the 18th day of May, 2004 between Premcor Inc. (the “Company”) and [Executive’s Name—see schedule A attached hereto] (the “Executive”).

ARTICLE I COMMON PROVISIONS
Supply and Terminating Agreement • September 27th, 2001 • Premcor Inc • Ohio
· Shares PREMCOR INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 1st, 2004 • Premcor Inc • Petroleum refining • New York

Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and Blackstone Family Investment Partnership III L.P. (collectively, the “Selling Stockholders”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of · shares of the common stock, par value $0.01 per share (the “Firm Shares”), of Premcor Inc., a Delaware corporation (the “Company”), as set forth in Schedule II hereto. Each of the Selling Stockholders also propose to sell to the several Underwriters up to the number of shares of the Company’s common stock, par value $0.01 per share, set forth opposite such Selling Stockholder’s name in Schedule II hereto (the “Additional Shares”), if and to the extent that you, as representatives of the Underwriters, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Share

13,000,000 Shares PREMCOR INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • April 22nd, 2004 • Premcor Inc • Petroleum refining • New York

Premcor Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 13,000,000 shares of its common stock, par value $0.01 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,950,000 shares of its common stock, par value $0.01 per share (the “Additional Shares”), if and to the extent that you, as representatives of the Underwriters, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares”. The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock”.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 30th, 2004 • Premcor Inc • Petroleum refining • New York

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of March, 2004, by and between MOTIVA ENTERPRISES LLC, a Delaware limited liability company, hereinafter referred to as “Seller”, and THE PREMCOR REFINING GROUP INC., a Delaware corporation, hereinafter referred to as “Buyer.”

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