ASSIGNMENT AND CONTRIBUTION AGREEMENT
This Assignment and Contribution Agreement ("Agreement") is made effective
as of May 27, 2005, by and among the signatories hereto.
RECITALS
WHEREAS, Occidental Petroleum Corporation, a Delaware corporation ("OPC"),
presently owns 1,908,209 shares of the capital stock of Premcor Inc., a Delaware
corporation ("PREMCOR"), and said ownership interest being herein referred to as
the "Ownership Interest"; and
WHEREAS, OPC desires to contribute the value of the Ownership Interest in
PREMCOR to Occidental Petroleum Investment Co., a California corporation
("OPIC"), as a contribution to capital; and
WHEREAS, OPIC desires to contribute the value of the Ownership Interest in
PREMCOR to Occidental Oil and Gas Holding Corporation, a California corporation
("OOGHC"), as a contribution to capital; and
WHEREAS, OOGHC desires to contribute an 80% portion of the value of the
Ownership Interest in PREMCOR (1,526,567 shares) to OXY USA Inc., a Delaware
corporation ("OXY USA"), as a contribution to capital and desires to contribute
a 20% portion of the value of the Ownership Interest in PREMCOR (381,642 shares)
to Placid Oil Company, a Delaware corporation ("PLACID"), as a contribution to
capital;and
WHEREAS, OXY USA desires to contribute its 80% portion of the value of the
Ownership Interest in PREMCOR to Occidental C.O.B. Partners, a Delaware general
partnership ("C.O.B."), as a contribution to capital; and
WHEREAS, PLACID desires to contribute its 20% portion of the value of the
Ownership Interest in PREMCOR to C.O.B., as a contribution to capital; and
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
AGREEMENT
1. OPC to OPIC. OPC hereby assigns and conveys to OPIC of all of the
Ownership Interest as a contribution to the capital of OPIC; and OPIC hereby
accepts and acknowledges the transfer of the Ownership Interest.
2. OPIC to OOGHC. OPIC hereby assigns and conveys to OOGHC of all of the
Ownership Interest as a contribution to the capital of OOGHC; and OOGHC hereby
accepts and acknowledges the transfer of the Ownership Interest.
3. OOGHC to OXY USA. OOGHC hereby assigns and conveys to OXY USA of 80% of
the Ownership Interest as a contribution to the capital of OXY USA; and OXY USA
hereby accepts and acknowledges the transfer of 80% of the Ownership Interest.
4. OOGHC to PLACID. OOGHC hereby assigns and conveys to OXY USA of 20% of
the Ownership Interest as a contribution to the capital of PLACID; and PLACID
hereby accepts and acknowledges the transfer of 20% of the Ownership Interest.
5. OXY USA to C.O.B. OXY USA hereby assigns and conveys to C.O.B. of 80% of
the Ownership Interest as a contribution to the capital of C.O.B.; and C.O.B.
hereby accepts and acknowledges the transfer of 80% of the Ownership Interest.
6. PLACID to C.O.B. PLACID hereby assigns and conveys to C.O.B. of 20% of
the Ownership Interest as a contribution to the capital of C.O.B.; and C.O.B.
hereby accepts and acknowledges the transfer of 20% of the Ownership Interest.
7. The parties agree to take all such actions, including executing and
delivering all such documents and certificates as may be deemed necessary or
appropriate evidence the assignments and conveyances and to carry out the intent
and purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by one of their duly authorized officers as of the 27th
day of May, 2005.
OCCIDENTAL PETROLEUM CORPORATION
By /s/ J. R. XXXXXX
-------------------------------------
J. R. Xxxxxx
Vice President and Treasurer
OCCIDENTAL PETROLUEM INVESTMENT CO.
By /s/ XXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxx X. Xxxxxxxx
Assistant Treasurer
2
OCCIDENTAL OIL AND GAS HOLDING CORPORATION
By /s/ J. R. XXXXXX
-------------------------------------
J. R. Xxxxxx
Vice President and Treasurer
OXY USA INC.
By /s/ XXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxx X. Xxxxxxxx
Assistant Treasurer
PLACID OIL COMPANY
By /s/ XXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxx X. Xxxxxxxx
Assistant Treasurer
OCCIDENTAL C.O.B. PARTNERS
OXY USA INC. (AS MANAGING PARTNER)
By /s/ J. R. XXXXXX
-------------------------------------
J. R. Xxxxxx
Vice President and Treasurer
3
