EQUITY CONTRIBUTION AGREEMENT (this "Agreement"), dated as of June 6,
2002, by and among Premcor Inc., a Delaware corporation ("Premcor"), Premcor USA
Inc., a Delaware corporation ("Premcor USA") and The Premcor Refining Group
Inc., a Delaware corporation ("PRG").
BACKGROUND
1. The authorized capital stock of Sabine River Holding Corp., a Delaware
corporation ("Sabine"), consists of 12,000,000 shares of common stock, par value
$0.01 of which 6,136,364 shares are issued and outstanding (the "Outstanding
Sabine Shares").
2. Occidental Petroleum Corporation previously held 681,818 shares of
Outstanding Sabine Shares, representing 10% of the capital stock of Sabine, and
has exchanged its shares for 1,363,636 newly issued shares of Premcor common
stock, resulting in Premcor owning 100% of the capital stock of Sabine.
AGREEMENT
1. Premcor hereby contributes and transfers all of its right, title, and
interest in the Outstanding Sabine Shares to Premcor USA, and Premcor USA hereby
subsequently contributes and transfers all of its right, title, and interest in
such Outstanding Sabine Shares to PRG.
2. Premcor USA hereby accepts the contribution by Premcor of all of its
right, title, and interest in the Outstanding Sabine Shares.
3. PRG hereby accepts the subsequent contribution by Premcor USA of all
of its right, title, and interest in the Outstanding Sabine Shares.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
PREMCOR INC.
By:_______________________________________
Name:
Title:
PREMCOR USA INC.
By:_______________________________________
Name:
Title:
THE PREMCOR REFINING GROUP INC.
By:_______________________________________
Name:
Title:
