EXHIBIT 10.60 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT dated as of December 31, 1998 among ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF...Credit Agreement • March 31st, 1999 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
ULTRAMAR DIAMOND SHAMROCK CORPORATION SENIOR NOTES Underwriting Agreement October 8, 1997 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: ULTRAMAR DIAMOND SHAMROCK CORPORATION, a...Underwriting Agreement • November 5th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
CONFORMED COPY CREDIT AGREEMENT dated as of July 28, 1997 among Ultramar Diamond Shamrock Corporation The Banks Party HeretoCredit Agreement • August 14th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
JOINT FILING AGREEMENTJoint Filing Agreement • April 26th, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining
1 EXHIBIT 10.20 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ____________, 1996, but effective as provided herein, is made and entered into by and between Diamond Shamrock, Inc., a Delaware corporation (the "Company"...Employment Agreement • March 31st, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EXHIBIT 10.7 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Jean Gaulin ("Executive") and Ultramar Diamond Shamrock Corporation, a Delaware corporation (the "Company"), hereby enter into this First Amendment to the Employment Agreement between Executive and...Employment Agreement • May 11th, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining
and Morgan Guaranty Trust Company of New York, as Agent J.P. Morgan Securities Inc., ArrangerCredit Agreement • March 31st, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
ARTICLE 1 DEFINITIONS AND INTERPRETATIONS -------------------------------Asset Purchase Agreement • September 14th, 2000 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
1 EXHIBIT 10.19 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of __________, 1996, but effective as provided herein, is made and entered into by and between Ultramar Corporation, a Delaware corporation (the "Company"), and...Employment Agreement • March 31st, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
i) Transition Services Agreement, as set forth in Exhibit E.Asset Purchase and Sale Agreement • September 14th, 2000 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
EXHIBIT 10.4 William R. Klesse______________________ ("Executive") and Ultramar Diamond Shamrock Corporation, a Delaware corporation (the "Company"), hereby enter into this Second Amendment to Employment Agreement between Executive and the Company and...Employment Agreement • November 14th, 2000 • Ultramar Diamond Shamrock Corp • Petroleum refining
EXHIBIT 10.2 LOAN AGREEMENTLoan Agreement • October 6th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
EXHIBIT 10.1 This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ________________, 2000 (the "Effective Date"), but effective as provided herein, is made and entered into by and between Ultramar Diamond Shamrock Corporation, a Delaware...Employment Agreement • November 14th, 2000 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EXHIBIT 99.1 TOTAL ACQUISITION AND PRO FORMA FINANCIAL DATA On April 15, 1997, UDS (the "Company") entered into a definitive Arrangement Agreement (the "Arrangement") to acquire Total Petroleum (North America) Ltd. ("Total"), a Denver, Colorado based...Arrangement Agreement • July 18th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining
On April 15, 1997, UDS (the "Company") entered into a definitive Arrangement Agreement (the "Arrangement") to acquire Total Petroleum (North America) Ltd. ("Total"), a Denver, Colorado based petroleum refining and marketing company. The Agreement provides for the issuance of 0.322 shares of UDS Common Stock for each outstanding share of Total Common Stock. The Company expects to issue approximately 13.0 million shares of UDS Common Stock and will assume approximately $490.0 million of Total debt. The transaction is subject to the approval of Total shareholders, completion of due diligence and customary approvals, including approval by the Federal Trade Commission (the "FTC") under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). The Company has made the requisite initial filing with the FTC under the HSR Act with respect to the proposed Total transaction. The FTC had made a request for additional information from the Company concerning such transaction, which t
ANDMerger Agreement • May 10th, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
This Note is a Global Note within the meaning of the Base Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note is exchangeable for Notes registered in the name of a person other than...Global Note • November 5th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining
(FORM OF REVERSE OF NOTE) This Note is one of a duly authorized series of securities of the Company (herein sometimes referred to as the "Securities"), issued or to be issued in one or more series under and pursuant to an Indenture dated as of March 15, 1995 (the "Base Indenture"), duly executed and delivered between the Company and The Bank of New York, as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of October 14, 1997 (the "First Supplemental Indenture"), between the Company and the Trustee, to which Base Indenture and First Supplemental Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. By the terms of the Base Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Base Indenture. This Security is o
ARTICLE II TRUST INDENTURE ACTTrust Preferred Securities Guarantee Agreement • July 18th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
1 EXHIBIT 10.50 CREDIT AGREEMENT CDN. $200,000,000 DECEMBER 19, 1996Credit Agreement • March 31st, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 22, 1996, but effective as provided herein, is made and entered into by and between Ultramar Corporation, a Delaware corporation (the "Company"), and Jean Gaulin...Employment Agreement • October 25th, 1996 • Ultramar Corp /De • Petroleum refining • Delaware
AMENDING AGREEMENT ------------------Credit Agreement Amendment • March 31st, 1999 • Ultramar Diamond Shamrock Corp • Petroleum refining
EXHIBIT 10.57 RELOCATION AGREEMENT THIS AGREEMENT dated as of this 2nd day of December, 1996 is entered by and between H. Pete Smith (the "Employee") and Ultramar Corporation (the "Company"). 1. The Employee has entered into an employment agreement...Relocation Agreement • March 17th, 1998 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EXHIBIT 4.2 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • July 18th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EXHIBIT 10.2 ____________________ ("Executive") and Ultramar Diamond Shamrock Corporation, a Delaware corporation (the "Company"), hereby enter into this First Amendment to the Employment Agreement between Executive and the Company, dated as of...Employment Agreement • November 14th, 2000 • Ultramar Diamond Shamrock Corp • Petroleum refining
EXHIBIT 4.7 PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT UDS Funding I, L.P. Dated as of June 25, 1997 TABLE OF CONTENTSPartnership Preferred Securities Guarantee Agreement • July 18th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
EXHIBIT 10.3 This agreement between Ultramar Diamond Shamrock Corporation (the "Company") and ______________________ (the "Executive") constitutes an amendment, effective as of May 1, 2000, to the Disability Benefit Agreement dated...Disability Benefit Agreement • November 14th, 2000 • Ultramar Diamond Shamrock Corp • Petroleum refining
Exhibit "A" GENERAL RELEASE OF ALL CLAIMS This General Release of all Claims (this "Agreement") is entered into by and between _________________ ("Executive") and Ultramar Diamond Shamrock Corporation (including its subsidiaries) (collectively the...General Release of All Claims • May 11th, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining • Texas
ContractEmployment Agreement • March 21st, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Christopher Havens (“Executive”) and Ultramar Diamond Shamrock Corporation, a Delaware corporation (the “Company”), hereby enter into this First Amendment to the Employment Agreement between Executive and the Company, dated as of November 27, 1996, and effective as of December 3, 1996 (the “Agreement”). WHEREAS, the Executive serves as Executive Vice President, Marketing and Retail Operations, of the Company; and WHEREAS, the Executive and the Company entered into the Agreement as of the date stated above; and WHEREAS, Section 12.8 of the Agreement provides that it may be amended only by an instrument in writing approved by the Company and signed by the Executive and the Company; and WHEREAS, the Company considers it in the best interests of its stockholders to foster the continuous employment of certain key management personnel; and WHEREAS, the Company wishes to amend the Agreement to add certain provisions approved by the Compensation Commit
EXHIBIT 10.20 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October 23, 1996, but effective as provided herein, is made and entered into by and between Diamond Shamrock, Inc., a Delaware corporation (the "Company" or...Employment Agreement • March 16th, 2000 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EXHIBIT 10.62 AMENDMENT NO. 3 TO CREDIT AGREEMENT. AMENDMENT dated as of December 31, 1998 among ULTRAMAR DIAMOND SHAMROCK CORPORATION, CANADIAN ULTRAMAR COMPANY (the "Borrower"), the LENDERS listed on the signature pages hereof (the "Lenders") and...Credit Agreement • March 31st, 1999 • Ultramar Diamond Shamrock Corp • Petroleum refining • Ontario
NOTE DUE OCTOBER 15, 2097Global Note • November 5th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining
This Note is a Global Note within the meaning of the Base Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note is exchangeable for Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Base Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances.
EXHIBIT 10.2 ULTRAMAR DIAMOND SHAMROCK CORPORATION INTERMEDIATE INCENTIVE AND PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT (the "Agreement") is made, effective as of February 7, 2000 (hereinafter the "date of grant"), between...Restricted Stock Award Agreement • May 15th, 2000 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
ContractEmployment Agreement • March 21st, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 1, 2000 (the “Effective Date”), but effective as provided herein, is made and entered into by and between Ultramar Diamond Shamrock Corporation, a Delaware corporation (the “Company”), and Robert S. Shapard (the “Executive”). WHEREAS, the Executive is serving as Executive Vice President and Chief Financial Officer of the Company; and WHEREAS, the Company considers it in the best interests of its stockholders to foster the continued employment of certain key management personnel; and WHEREAS, the Company recognizes that, as is the case for most publicly held companies, the possibility of a Change in Control (as defined herein) exists; and WHEREAS, the Company wishes to assure itself of both present and future continuation of management in the event of a Change in Control; and WHEREAS, the Company wishes to continue to employ the Executive and the Executive is willing to continue to render services, bo
ContractStock Purchase Agreement • March 21st, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EXHIBIT 10.62 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of February 7, 2001, is by and among Ultramar Diamond Shamrock Corporation a Delaware corporation (“Buyer”) and TotalFinaElf, S.A., a French corporation and Total Finance, S.A., a French corporation (collectively, the “Seller”). RECITALS: A. Seller acquired shares of Buyer’s common stock, par value $0.01 (the “Common Stock”) in 1997 pursuant to Buyer’s acquisition by merger of Total Petroleum (North American) Ltd. B. The Board of Directors of Buyer is expected to approve a share buyback program, under which Buyer plans to repurchase up to $850 million worth of Common Stock (the “Share Repurchase”). C. As part of the Share Repurchase, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, 7,050,109 shares (the “Shares”) of Common Stock, upon the terms and conditions set forth in this Agreement. AGREEMENT: In consideration of the mutual agreements set forth in this Agre
EXHIBIT 10.61Employee Benefits Trust Agreement • March 16th, 2000 • Ultramar Diamond Shamrock Corp • Petroleum refining
ContractBridge Loan Agreement • March 21st, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
EXHIBIT 10.61 $750,000,000 BRIDGE LOAN AGREEMENT dated as of February 7, 2001 among Ultramar Diamond Shamrock Corporation The Banks Party Hereto The Chase Manhattan Bank, as Administrative Agent and Bank of America, N.A., as Syndication Agent J.P. Morgan, a Division of Chase Securities Inc. and Banc of America Securities LLC, Co-Lead Arrangers and Co-Bookrunners
