Exhibit 10.1


TERMINALS
SALE AND PURCHASE AGREEMENT


BETWEEN


EXXONMOBIL
OIL CORPORATION,


SELLER


AND


GLOBAL
COMPANIES LLC,


BUYER


Albany,
NY

Burlington, VT

Newburgh, NY


 


TERMINALS


March 16,
2007
















	
  ARTICLE I DEFINITIONS

  	
   

  	
  1

  
	
  ARTICLE II TERMINAL

  	
   

  	
  12

  
	
  2.1
  Terminal

  	
   

  	
  12

  
	
  2.2
  Exclusions

  	
   

  	
  13

  
	
  2.3
  Disclaimer

  	
   

  	
  15

  
	
  2.4
  Inventories

  	
   

  	
  16

  
	
  2.5
  Employees

  	
   

  	
  19

  
	
  ARTICLE III PURCHASE PRICE

  	
   

  	
  19

  
	
  3.1
  Purchase Price

  	
   

  	
  19

  
	
  3.2
  Payment of Purchase Price

  	
   

  	
  19

  
	
  3.3
  Allocation of Purchase Price

  	
   

  	
  20

  
	
  3.4
  Valuation 22

  	
   

  	
  20

  
	
  ARTICLE IV THE CLOSING

  	
   

  	
  20

  
	
  4.1
  Time and Place; Escrow Agent

  	
   

  	
  20

  
	
  4.2
  Seller’s Deliveries

  	
   

  	
  21

  
	
  4.3
  Buyer’s Deliveries

  	
   

  	
  22

  
	
  4.4
  Agreements

  	
   

  	
  22

  
	
  4.5
  Effectiveness of Agreements

  	
   

  	
  23

  
	
  4.6 Seller’s
  Remedies

  	
   

  	
  23

  
	
  ARTICLE V REPRESENTATIONS AND
  WARRANTIES OF SELLER

  	
   

  	
  23

  
	
  5.1
  Organization

  	
   

  	
  23

  
	
  5.2 Due
  Authorization

  	
   

  	
  23

  
	
  5.3 No
  Violation

  	
   

  	
  24

  
	
  5.4
  Title to Properties

  	
   

  	
  24

  
	
  5.5
  Litigation

  	
   

  	
  25

  
	
  5.6
  Condemnation and Zoning

  	
   

  	
  25

  
	
  5.7
  Permits

  	
   

  	
  25

  
	
  5.8
  Condition of Terminal

  	
   

  	
  25

  
	
  5.9
  Material Contracts

  	
   

  	
  26

  
	
  5.10
  Compliance with Laws

  	
   

  	
  26

  
	
  5.11
  Consents

  	
   

  	
  26

  
	
  5.12
  Taxes

  	
   

  	
  26

  
	
  5.13
  Foreign Person

  	
   

  	
  27

  



 



 i
 









 


	
  ARTICLE VI REPRESENTATIONS AND WARRANTIES OF
  BUYER

  	
   

  	
  27

  
	
  6.1
  Organization

  	
   

  	
  27

  
	
  6.2 Due
  Authorization

  	
   

  	
  27

  
	
  6.3 No
  Violation

  	
   

  	
  27

  
	
  ARTICLE VII ENVIRONMENTAL

  	
   

  	
  28

  
	
  7.1
  Feasibility Study Period

  	
   

  	
  28

  
	
  7.2
  Environmental Documents

  	
   

  	
  29

  
	
  7.3
  Seller’s Retained Environmental Liabilities

  	
   

  	
  29

  
	
  7.4
  Buyer’s Assumed Environmental Liabilities

  	
   

  	
  29

  
	
  7.5
  Seller’s Environmental Indemnity

  	
   

  	
  30

  
	
  7.6
  Buyer’s Environmental Indemnities

  	
   

  	
  31

  
	
  7.7 Buyer’s Release of Seller for Environmental Liabilities

  	
   

  	
  33

  
	
  7.8 Seller’s Access to the Terminal

  	
   

  	
  33

  
	
  7.9
  Other Environmental Issues and Related Use Restrictions

  	
   

  	
  34

  
	
  7.10
  Arbitration Procedures

  	
   

  	
  39

  
	
  7.11
  Environmental Notices

  	
   

  	
  40

  
	
  ARTICLE VIII CONDITIONS
  PRECEDENT TO CLOSING

  	
   

  	
  42

  
	
  8.1
  Obligation of Buyer to Close

  	
   

  	
  42

  
	
  8.2
  Obligation of Seller to Close

  	
   

  	
  43

  
	
  ARTICLE IX INDEMNIFICATION

  	
   

  	
  45

  
	
  9.1
  Definitions

  	
   

  	
  45

  
	
  9.2
  Indemnification By Seller

  	
   

  	
  45

  
	
  9.3
  Indemnification By Buyer

  	
   

  	
  46

  
	
  9.4
  Conflict

  	
   

  	
  46

  
	
  9.5
  Procedures

  	
   

  	
  46

  
	
  ARTICLE X SURVIVAL

  	
   

  	
  48

  
	
  10.1
  Representations and Warranties

  	
   

  	
  48

  
	
  10.2
  Covenants

  	
   

  	
  48

  
	
  ARTICLE XI TITLE COMMITMENT;
  SURVEY; RISK OF LOSS

  	
   

  	
  48

  
	
  11.1 Title Insurance

  	
   

  	
  48

  
	
  11.2 Survey

  	
   

  	
  49

  
	
  11.3 Title Objections

  	
   

  	
  49

  
	
  11.4 Risk of Loss

  	
   

  	
  50

  



 



 ii
 









 


	
  ARTICLE XII FURTHER ASSURANCE

  	
   

  	
  50

  
	
  ARTICLE XIII COSTS AND EXPENSES

  	
   

  	
  51

  
	
  13.1
  Brokerage Commissions

  	
   

  	
  51

  
	
  13.2
  Closing Adjustments

  	
   

  	
  51

  
	
  13.3
  Timing of Adjustments

  	
   

  	
  52

  
	
  ARTICLE XIV CASUALTY AND
  CONDEMNATION

  	
   

  	
  52

  
	
  14.1
  Notice of Fire Casualty or Condemnation

  	
   

  	
  52

  
	
  14.2
  Buyers Election

  	
   

  	
  53

  
	
  14.3
  Exclusive Remedy

  	
   

  	
  53

  
	
  ARTICLE XV GENERAL; ADDITIONAL
  COVENANTS

  	
   

  	
  53

  
	
  15.1
  Termination

  	
   

  	
  53

  
	
  15.2
  Specific Performance

  	
   

  	
  54

  
	
  15.3
  Entire Agreement

  	
   

  	
  54

  
	
  15.4
  Headings

  	
   

  	
  54

  
	
  15.5
  Notices

  	
   

  	
  54

  
	
  15.6
  Exhibits and Schedules

  	
   

  	
  55

  
	
  15.7
  Severability

  	
   

  	
  55

  
	
  15.8
  Waiver

  	
   

  	
  55

  
	
  15.9
  Assignment

  	
   

  	
  56

  
	
  15.10
  Parties in Interest; No Third Party Beneficiary

  	
   

  	
  56

  
	
  15.11
  Governing Law

  	
   

  	
  56

  
	
  15.12 Choice of Forum

  	
   

  	
  56

  
	
  15.13
  Waiver Of Jury Trial

  	
   

  	
  57

  
	
  15.14
  Commercially Reasonable Efforts; Time of Essence

  	
   

  	
  57

  
	
  15.15
  Amendments

  	
   

  	
  57

  
	
  15.16
  Counterparts

  	
   

  	
  58

  
	
  15.17
  Public Announcements

  	
   

  	
  58

  
	
  15.18
  Transition Assistance

  	
   

  	
  58

  
	
  15.9
  Taxes

  	
   

  	
  58

  
	
  15.20
  Confidentiality

  	
   

  	
  58

  
	
  15.21
  No Presumption Against Drafter

  	
   

  	
  59

  
	
  15.22
  Right of First Refusal

  	
   

  	
  59

  
	
  15.23
  Hart-Scott-Rodino Filing Requirements

  	
   

  	
  60

  



 



 iii
 









EXHIBITS
AND SCHEDULES


	
  Exhibit A-1

  	
   

  	
  Real Property Description: Albany Terminal

  
	
  Exhibit A-2

  	
   

  	
  Real Property Description: Burlington Terminal

  
	
  Exhibit A-3

  	
   

  	
  Real Property Description: Newburgh Terminal

  
	
  Exhibit B

  	
   

  	
  Intentionally Left Blank

  
	
  Exhibit C-1

  	
   

  	
  List of Items Excluded From Personal Property in
  Albany Terminal

  
	
  Exhibit C-2

  	
   

  	
  List of Items Excluded From Personal Property in
  Burlington Terminal

  
	
  Exhibit C-3

  	
   

  	
  List of Items Excluded From Personal Property in
  Newburgh Terminal

  
	
  Exhibit CA-1

  	
   

  	
  Vehicles – Albany Terminal

  
	
  Exhibit CA-2

  	
   

  	
  Vehicles – Burlington Terminal

  
	
  Exhibit CA-3

  	
   

  	
  Vehicles – Newburgh Terminal

  
	
  Exhibit D-1

  	
   

  	
  Books and Records for Albany Terminal

  
	
  Exhibit D-2

  	
   

  	
  Books and Records for Burlington Terminal

  
	
  Exhibit D-3

  	
   

  	
  Books and Records for Newburgh Terminal

  
	
  Exhibit E

  	
   

  	
  Material Contracts

  
	
  Exhibit F-1

  	
   

  	
  Permits for Albany Terminal

  
	
  Exhibit F-2

  	
   

  	
  Permits for Newburgh Terminal

  
	
  Exhibit F-3

  	
   

  	
  Permits for Burlington Terminal

  
	
  Exhibit G

  	
   

  	
  Improvements, Equipment and Goods Located at Albany,
  Burlington and Terminals and Not Owned by Seller

  
	
  Exhibit H

  	
   

  	
  Form of Special Warranty Deed

  
	
  Exhibit I

  	
   

  	
  Form of Bill of Sale for Improvements and Personal
  Property

  
	
  Exhibit J

  	
   

  	
  Form of Indemnity Letter to Title Company

  
	
  Exhibit K

  	
   

  	
  Form of Seller’s FIRPTA Certification

  
	
  Exhibit L

  	
   

  	
  Form of Parent Guaranty

  
	
  Exhibit M

  	
   

  	
  Intentionally Left Blank

  
	
  Exhibit N

  	
   

  	
  Form of Assignment and Assumption of Permits and
  Contracts

  
	
  Exhibit O

  	
   

  	
  Form of Terminaling Services Agreement

  
	
  Exhibit P

  	
   

  	
  Conditions of Employment

  
	
  Exhibit Q

  	
   

  	
  Form of Joint Letter Transferring Responsibility for
  Remediation Activities

  
	
  Exhibit R-1

  	
   

  	
  Environmental Permits for Albany Terminal

  
	
  Exhibit R-2

  	
   

  	
  Environmental Permits for Burlington Terminal

  
	
  Exhibit R-3

  	
   

  	
  Environmental Permits for Newburgh Terminal

  
	
  Exhibit S

  	
   

  	
  Form of Release at Closing Date Concerning Terminal
  Properties

  
	
  Exhibit T

  	
   

  	
  Non-Material or Revenue-Generating Contracts

  
	
  Exhibit U

  	
   

  	
  Form of US Customer Fleet Services Lease Agreement

  



 



 iv
 









 


	
  Exhibit V

  	
   

  	
  Form of Term Supply Agreement

  
	
  Exhibit W

  	
   

  	
  Intentionally Left Blank

  
	
  Schedule 3.3

  	
   

  	
  Allocation of Purchase Price

  
	
  Schedule 5.4

  	
   

  	
  Permitted Title Exceptions

  
	
  Schedule 5.5

  	
   

  	
  Litigation

  
	
  Schedule 5.9

  	
   

  	
  Material Contracts

  
	
  Schedule 5.10

  	
   

  	
  Compliance With Laws

  
	
  Schedule 5.11

  	
   

  	
  Required Consents

  
	
  Schedule 7.2

  	
   

  	
  Environmental Documents

  
	
  Schedule P-4(b)

  	
   

  	
  Vacation Entitlement Accrued By Each Retained
  Employee Under Seller’s Vacation Policy

  



 



 v















TERMINALS
SALE AND PURCHASE AGREEMENT


This Terminals
Sale and Purchase Agreement (“Agreement”) is made as of this 16th day of March,
2007 (“Effective Date”), by and between EXXONMOBIL OIL
CORPORATION, a New York corporation (“Seller”), and GLOBAL COMPANIES  LLC (“Buyer”),
a Delaware limited liability company (“Buyer”). In this Agreement, Buyer and
Seller are sometimes individually referred to as a “Party” and collectively as
the “Parties.”


PRELIMINARY
STATEMENTS


Seller owns and
operates three petroleum products terminals in Albany, New York; Burlington,
Vermont; and Newburgh, New York, Seller now desires to sell and Buyer desires
to purchase these facilities on the terms and conditions set forth in this
Agreement.


TERMS OF
AGREEMENT


 Seller and Buyer therefore agree as follows:


ARTICLE I


DEFINITIONS


The following
terms shall have the meanings set forth below for all purposes of this
Agreement:


1.1                              “Affiliate”
means, with respect to a Party, any individual or legal business entity that,
directly or indirectly, controls, is controlled by, or is under common control
with, such Party.  The term “control”
(including the terms “controlled by” and “under common control with”) as used
in the preceding sentence 



 1
 









means the
possession, directly or indirectly, of the power to direct or cause the
direction of management and policies.


1.2                              “Albany
Terminal” has the meaning provided in Section 2.1.


1.3                              “Assumed
Environmental Liabilities” has the meaning specified in Section 7.4.


1.4                              “Authorized
Representative” means any employee, agent, representative, consultant,
contractor, or subcontractor.


1.5                              “Baseline
Condition” of the Terminals has the meaning specified in Section 7.2.


1.6                              “Books
and Records” has the meaning specified in Section 2.1(e).


1.7                              “Bottoms”
has the meaning specified in Section 2.4(a).


1.8                              “BS&W”
means bottom sediment and water, as provided in Section 2.4(a).


1.9                              “Burlington
Terminal” has the meaning provided in Section 2.1.


1.10                        “Buyer
Benefit Plans” has the meaning specified in Section 3(b) of Exhibit P (“Conditions
of Employment”).


1.11                         “Buyer”
means Global Companies LLC, a Delaware limited liability company.


1.12                         “Casualty”
has the meaning specified in Section 14.1(a).


1.13                        “Closing”
has the meaning specified in Section 4.1.


1.14                        “Closing
Date” has the meaning specified in Section 4.1.


1.15                        “Code” has
the meaning specified in Section 3.4.


1.16                        “Condemnation”
has the meaning specified in Section 14.1(b).


1.17                        “Conditions
of Employment” has the meaning specified in Section 2.5.


1.18                        “Contracts”
has the meaning specified in Section 2.1(f).



 2
 









1.19                        “Damages”
means any and all obligations, liabilities, damages (including, without
limitation, physical damage to real or personal property or natural resources),
civil fines, liens, civil penalties, deficiencies, losses, civil judgments,
settlements, personal injuries (including, without limitation, injuries or
death arising from exposure to Regulated Substances), costs and expenses
(including, without limitation, accountants’ fees, attorneys’ fees, fees of
engineers, health, safety, environmental and other outside consultants and
investigators, and reasonable court costs, appellate costs, and bonding fees),
whether based in tort, contract or any local, state or federal law, common law,
statute, ordinance or regulation, whether legal or equitable, past, present or
future, ascertained or unascertained, known or unknown, suspected or
unsuspected, absolute or contingent, liquidated or unliquidated, choate or
inchoate or otherwise.


1.20                        “Defaulting
Party” has the meaning specified in Section 15.1.


1.21                        “Effective
Date” has the meaning specified in the preamble of this Agreement.


1.22                        “Eligible
Employees” has the meaning specified in Section 1(a) of Exhibit P (Conditions
of Employment”).


1.23                        “Environmental
Condition” means the existence of Regulated Substances in or on the soil,
surface water, groundwater at, on or under the Terminals, or migrating from the
Terminals to a contiguous property or properties to the extent the levels of
any such Regulated Substances exceeds naturally occurring background levels in
such areas.



 3
 









1.24                         “Environmental
Documents” means those documents that are in Seller’s possession and are, (1)
to the best of Seller’s Knowledge, material with respect to Environmental
Conditions at the Terminals and (2) listed on Schedule 7.2.


1.25                        “Environmental
Law” or “Environmental Laws” means any and all applicable common law, statutes
and regulations, of the United States, the State of New York (Albany and
Newburgh Terminals), the State of Vermont (Burlington Terminal), and local and
county areas concerning the environment, preservation or reclamation of natural
resources, natural resource damages, human health and safety, prevention or
control of spills or pollution, or to the management (including, without limitation,
generation, treatment, storage, transportation, arrangement for transport,
disposal, arrangement for disposal, or other handling), Release or threatened
Release of Regulated Substances, including without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act (42
U.S.C. §9601 et seq.), the Hazardous Material Transportation Authorization Act
of 1994 (49 U.S.C. §5101 et seq.), the Solid Waste Disposal Act (42 U.S.C.
§6901 et seq.) (including the Resource Conservation and Recovery Act of 1976,
as amended), the Clean Water Act (33 U.S.C. §1251 et seq.), the Oil Pollution
Act of 1990 (33 U.S.C. §2701 et seq.), the Clean Air Act (42 U.S.C. §7401 et
seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), the Safe
Drinking Water Act (42 U.S.C. §300(f) et seq.), the Emergency Planning and
Right-To-Know Act of 1986 (42 U.S.C. §11101 et seq.), the Endangered 



 4
 









Species Act of
1973 (16 U.S.C. §1531 et seq.), the Lead-Based Paint Exposure Reduction Act (15
U.S.C. §2681 et seq.), and the National Environmental Policy Act of 1969 (42
U.S.C. §4321 et seq.), and all State of New York and Vermont laws and, county
and local laws of a similar nature to federal law, and the rules and
regulations promulgated thereunder, each as amended and, unless otherwise
provided in this Agreement, in effect as of the Closing Date.


1.26                        “Environmental
Liabilities” means any civil Damages or civil Proceedings (whether incurred,
existing or first occurring on, before or after the Closing Date) relating to
or arising out of ownership or operation of the Terminals (whether on, before
or after the Closing Date) pursuant to any applicable Environmental Laws as in
effect at any time, including without limitation: (i) any Third Party
Environmental Claim; (ii) any Governmental Environmental Enforcement Action; or
(iii) any Remediation Activities.


1.27                        “Environmental
Permits” shall mean those permits, authorizations, approvals, registrations,
certificates, orders, waivers, variances or other approvals and licenses issued
by or required to be filed with any Governmental Authority under any applicable
Environmental Law that are in the name of Seller, related solely to the
Terminals, and shown on Exhibit R-1, R-2 and R-3.


1.28                        “Feasibility
Study Period” has the meaning specified in Section 7.1.



 5
 









1.29                        “Governmental
Authority” or “Governmental Authorities” means any federal, state or local
governmental authority, administrative agency, regulatory body, board,
commission, judicial body or other body having jurisdiction over the matter.


1.30                        “Governmental
Environmental Enforcement Action” means any order, settlement agreement,
consent decree, directive, notice of violation, notice of enforcement, letter
of notice, notice of noncompliance, corrective action, or similar type of legal
requirement or instrument that is issued by, entered into with, or otherwise
required by a Governmental Authority with respect to an actual or alleged
noncompliance under applicable Environmental Laws.


1.31                        “Improvements”
has the meaning specified in Section 2.1(b).


1.32                        “Indemnitee”
has the meaning specified in Section 9.5(a).


1.33                        “Indemnity
Letter has the meaning specified in Sections 4.2(f) and 5.4(b), and Exhibit J.


1.34                        “Indemnitor”
has the meaning specified in Section 9.5(a).


1.35                        “Linefill”
has the meaning specified in Section 2.4(a).


1.36                        “Material
Contracts” means all material contracts to which Seller is a party relating
solely to the Terminals, which contracts are described in Schedule 5.9.  The term “Material Contracts” does not
include any contracts between Seller and one or more of Seller’s Affiliates, or
any revenue-generating contracts related to the Terminals, including, but not
limited to, terminaling or throughput agreements, exchange agreements, and
lease agreements.


1.37                        “Newburgh
Terminal” has the meaning provided in Section 2.1



 6
 









1.38                        “Non-Defaulting
Party” has the meaning specified in Section 15.1.


1.39                        “Non-Material
or Revenue Generating Contracts” means the contracts described in Exhibit T.


1.40                        “NYSDEC”
means New York State Department of Environmental Conservation


1.41                        “Off-Site”
means those areas contiguous to the Real Property to be conveyed under this
Agreement and not considered On-Site.


1.42                        “Off-Site
Disposal Activities” means any off-site transportation, storage, disposal, or
treatment, or any arrangement for off-site transportation, storage, disposal,
or treatment of any Regulated Substance; provided however, that the term “Off-Site
Disposal Activities” shall not include (i) the Off-Site portion of an
Environmental Condition that has migrated from the Terminals, (ii)
Environmental Conditions on Off-Site contiguous property under Terminals dock
lines and dock facilities, if any, and (iii) Environmental Conditions of
waterways extending beyond the Terminal’s shoreline, if any.


1.43                        “Off-Site
Remediation Activities” means any Remediation Activities with respect to the
Terminals that relate to Off-Site Disposal Activities.


1.44                        “On-Site”
means the Real Property to be conveyed under this Agreement.


1.45                        “Order”
means any current judgment, order, settlement agreement, writ, injunction or
decree of any Governmental Authority having jurisdiction over the matter and
still in effect as of the Closing Date.



 7
 









1.46                        “Permits”
has the meaning specified in Section 2.1(g).


1.47                        “Permitted
Title Exceptions” has the meaning specified in Section 5.4.


1.48                        “Personal
Property” has the meaning specified in Section 2.1(d).


1.49                        “Proceedings”
means any civil actions, civil causes of action, written demands, written
claims, civil suits, civil investigations, and any appeals therefrom.


1.50                        “Products”
means 87 Octane Conventional Gasoline, 93 Octane Conventional Gasoline, CPL F
Grade, CPL H Grade, Ultra Low Sulfur Diesel, Ultra Low Sulfur #1 Kero, Ultra
Low Sulfur #1 Diesel and Heating Oil.


1.51                         “Purchase
Price” has the meaning specified in Section 3.1.


1.52                        “Qualified
Intermediary” has the meaning specified in Section 3.4.


1.53                        “Real
Property” has the meaning specified in Section 2.1(a).


1.54                        “Reasonable
Written Notification” means written notice provided within thirty (30) days of
any notice of an alleged claim being received in writing by the party seeking
indemnity, but in any event prior to the date any formal response to such claim
is required.  Such written notice shall
describe in reasonable detail the nature of the Damages and Proceedings for
which indemnification and defense is sought. 
Notice of any Third Party Environmental Claim or Governmental
Environmental Enforcement Action shall include, at a minimum, a copy of the
notice received from the Third Party or the Governmental Authority,
respectively.  Furthermore, if a Party
receives notice 



 8
 









from a
Governmental Authority relating to a matter that may ultimately lead to a
settlement agreement, consent decree, or supplemental environmental project,
then Reasonable Written Notification shall be provided on the basis of such
first notice, and not delayed until receipt of the ultimate settlement
agreement, consent decree or supplemental environmental project.


1.55                        “Regulated
Substance” means any (a) chemical, substance, material, or waste that is
designated, classified, or regulated as “industrial waste,” “hazardous waste,” “hazardous
material,” “hazardous substance,” “toxic substance,” or words of similar
import, under any applicable Environmental Law; (b) petroleum, petroleum
hydrocarbons, petroleum products, petroleum substances, crude oil, and
components, fractions, derivatives, or by-products thereof; (c) asbestos or
asbestos-containing material (regardless of whether in a friable or non-friable
condition), or polychlorinated biphenyls; and (d) substance that, whether by
its nature or its use, is subject to regulation under any applicable
Environmental Law in effect at that time or for which a Governmental Authority
requires Remediation Activities with respect to the Terminals.


1.56                        “Release”
shall have the meaning specified in CERCLA; provided, however, that, to the
extent the Environmental Laws in effect at any time after the Closing Date
establish a meaning for “Release” that is broader than that specified in
CERCLA, such broader meaning shall apply to any “Release” occurring after
Closing.



 9
 









1.57                        “Remediation
Activities” means any investigation, study, assessment, testing, monitoring,
containment, removal, disposal, closure, corrective action, remediation
(regardless of whether active or passive), natural attenuation, bioremediation,
response, cleanup or abatement, whether On-Site or Off-Site, of an
Environmental Condition to standards required by applicable Environmental Laws
in effect at such time or as required by an appropriate Governmental Authority
for property used for continued bulk petroleum storage and distribution,
including but not limited to maintaining any engineering controls to contain or
stabilize Regulated Substances (including without limitation, caps, covers,
dikes, trenches, leachate collection systems, signs, fences and access
controls).


1.58                        “Retained
Employee” has the meaning specified in Section 1(a) of Exhibit P (“Conditions
of Employment”).


1.59                        “Retained
Environmental Liabilities” has the meaning specified in Section 7.3.


1.60                        “Seller”
means ExxonMobil Oil Corporation, a New York corporation.


1.61                        “Seller’s
Knowledge” means the knowledge of Seller’s current supervisory employees who,
in the normal scope of their employment would have knowledge of the matter.


1.62                        “Survey”
has the meaning specified in Section 11.2.


1.63                        “Taxes”
means all taxes and similar governmental charges, imposts, levies, fees and
assessments, however denominated, including interest, penalties or additions to
any such tax that 



 10
 









may become payable
with respect thereto, whether disputed or not.


1.64                        “Terminals”
has the meaning specified in Section 2.1.


1.65                        “Terminals
Inventory” has the meaning specified in Section 2.4(a).


1.66                        “Third
Party” means any individual or legal business entity other than:  (i) a Party; (ii) a Party’s Affiliates; (iii)
a Party’s Authorized Representatives; (iv) employees, officers, directors,
agents and representatives and all successors of a Party and its Affiliates;
and, (v) a Party’s permitted assigns.


1.67                        “Third
Party Environmental Claim” means a Proceeding by any -Third Party alleging
Damages relating to or arising out of exposure to, or Off-Site migration of, a
Regulated Substance (including, without limitation, Damages for Proceedings
arising under applicable Environmental Laws in connection with an Environmental
Condition and Damages for Remediation Activities undertaken by a Third Party at
its property).  Notwithstanding anything to
the contrary in this Agreement, to the extent that Remediation Activities are
required by Governmental Entities as a result of a Third Party Environmental
Claim, such Remediation Activities shall be governed by the provisions under
this Agreement dealing with Remediation Activities.


1.68                        “Title
Commitment” has the meaning specified in Section 11.1.


1.69                        “Title
Company” means Stewart Title Guaranty Company.


1.70                        “Title
Cure Period” has the meaning specified in Section 11.3


1.71                        “Title
Objections” has the meaning specified in Section 11.3.



 11
 









1.72                        “Use
Restrictions” has the meaning specified in Section 7.9(a).


ARTICLE
II


TERMINALS


2.1                                 Terminals.  On the terms and subject to the conditions of
this Agreement and for the consideration stated in this Agreement, at the
Closing, Buyer shall purchase and receive from Seller, and Seller shall sell,
convey and deliver to Buyer, free and clear of any and all liens, pledges and
encumbrances except for Permitted Title Exceptions, all of Seller’s right,
title and interest in and to the following, which taken together constitute the
(“Terminals”):


(a)                                  The
real property described in Exhibits A-1, A-2, and A-3 (collectively, the “Real
Property”) containing Seller’s active petroleum products terminals in Albany,
New York (‘Albany Terminal”), Burlington, Vermont (“Burlington Terminal”), and
Newburgh, New York (“Newburgh Terminal”), respectively;


(b)                                 The
improvements located on the Real Property, including, but not limited to,
above-ground and underground piping, buildings, underground and above-ground
storage tanks, generic additive system, fixtures, facilities and appurtenances,
and any of Seller’s equipment at the Real Property that Buyer will require to
conduct Remediation Activities after Closing, including but not limited to
monitoring wells, but excluding the Improvements and Personal Property
described in Section 2.2 and Exhibits C and G (collectively “Improvements”);


(c)                                  All
transferable appurtenances, rights, privileges, easements, and licenses
benefiting or pertaining to the Real Property;


(d)                                 All
supplies, spare parts, tools, drawings, plats, files, equipment, furniture, the
vehicles described in Exhibits CA-1, CA-2 and CA-3 (the “Vehicles”) and other
property used solely in connection with the Terminals, including any of
equipment that Seller has used to conduct Remediation Activities at the
Terminals before Closing, 



 12
 









including but not
limited to monitoring wells, but not including those items listed on Exhibits C
and G (collectively “Personal Property”);


(e)                                  The
historical books and records relating to the Terminal’s operations that are
specified in Exhibit D-1, D-2 and D-3 (the “Books and Records”), including, but
not limited to, manuals, and any documents listed in these exhibits that are
stored or maintained in electronic storage format, such as computer disks or
tapes;


(f)                                    All
Material Contracts and all Non-Material or Revenue Generating Contracts (and
all of Seller’s rights and obligations thereunder) (collectively “Contracts”)
to the extent such contracts are assignable, to the extent assigned and assumed
under the Assignment and Assumption of Permits and Contracts to be executed by
the Parties at Closing (the form of which is attached as Exhibit N);


(g)                                 The
Environmental Permits and all other permits, licenses, registrations,
certificates, consents, orders, notices, approvals or similar rights from any
Government Authority that are necessary to the operation or ownership of the
Terminals, as described on Exhibit F-1, F-2 and F-3 (the “Permits”), to the
extent any of the above are assignable or transferable as indicated on Exhibit
F-1, F-2 and F-3;


(h)                                 New
York State Department of Environmental Compliance (“NYSDEC”) Consent Order for
the Newburgh, New York Terminal described in more detail on Schedule 5.5, but
excluding the financial penalty associated with this Order; and


(i)                                     NYSDEC
Consent Order for the Albany, New York Terminal described in more detail on
Schedule 5.5;


2.2                                 Exclusions.  The transactions covered by this Agreement
consist only of the sale of assets, and not the sale of a business.  The Terminals excludes:


(a)                                  Intercompany
accounts and contracts of Seller or its Affiliates;


(b)                                 Cash
or bank accounts of Seller or its Affiliates;



 13
 









(c)                                  Defenses
and claims that Seller or its Affiliates could assert against third parties
(except to the extent that such defenses and claims relate to liabilities that
Buyer is assuming);


(d)                                 Accounts
and notes receivable;


(e)                                  Accounts
payable;


(f)                                    Trademarks,
service marks, logos, insignia, imprints, brand identifications, advertising
and trade names of Seller or its Affiliates;


(g)                                 The
items listed on Exhibits C-1, C-2 and C-3;


(h)                                 The
improvements, equipment or goods located at the Terminals that are not owned by
Seller, which are listed on Exhibit G;


(i)                                     Any
insurance coverage under any insurance policies that relate to the Terminals,
or any part of the Terminals, and any rights under such insurance policies,
whether such policies benefit Seller, or any Affiliate of Seller, or any other
person or entity, and whether such insurance policies are underwritten by one
or more of Seller’s Affiliates, or an unaffiliated third party.  Any and all such policies that, but for the
Closing, would have insured the Terminals, or any part of the Terminals, are
deemed to be terminated, commuted and cancelled as of the moment of Closing;


(j)                                     Any
books and records other than those listed on Exhibit D-1, D-2 and D-3;


(k)                                  Anything
else that is stated in this Agreement as remaining the property or
responsibility of Seller, its Affiliates or any third party;


(l)                                     Any
other property that is owned by Seller or its Affiliates and not used in
connection with the Terminals;


(m)                               Seller’s
liabilities, if any, under the litigation described on Schedule 5.5; and



 14
 









(n)                                 Any
labor, employment, or collective bargaining agreements between Seller and its
employees or between an Affiliate of Seller and such Affiliate’s employees, or
any employee benefit plans of Seller or its Affiliates.


2.3                                 Disclaimer.  Buyer acknowledges that it has examined the
Terminals, independently and personally. 
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE TERMINALS SHALL BE
SOLD BY SELLER AND ACCEPTED BY BUYER “AS IS, WHERE IS,” WITH ALL FAULTS KNOWN
AND UNKNOWN, WITH NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR
IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION,
DESIGN, OPERATION, CAPACITY OR OTHERWISE. 
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT OR RELATED TO BUYER’S INTENDED OR
ACTUAL USE OF THE TERMINALS AFTER CLOSING. IN ADDITION, AND NOT BY WAY OF
LIMITATION, SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE
QUALITY, ACCURACY OR COMPLETENESS OF ANY OPERATING MANUALS COVEYED AS PART OF
THE TERMINALS’ BOOKS AND RECORDS.  BUYER’S
SUBSEQUENT USE OF SUCH MANUALS WILL BE AT BUYER’S OWN RISK AND BUYER RELEASES
SELLER FROM ANY LOSS, LIABILITY, OR DAMAGE ARISING FROM, ASSOCIATED WITH, OR
RELATED TO BUYER’S USE OF SUCH MANUALS. Within ninety (90) days after Closing,
Buyer shall convert the Terminal’s OPA 90 Plan, Marine Operator Manual, and
SPCC Plan to its company name, and shall make any operational changes to such
plans as Buyer in its discretion deems necessary or desirable.  Seller will not be responsible for cleaning
tanks or removing tank bottoms, including water, sludge, and sediment for tanks
that are in service or idle as of the Closing Date, or prior to or after the
Closing Date.  At Closing, Seller shall
execute a bill of sale in favor of Buyer, in substantially the form set forth
on Exhibit I conveying any 



 15
 









improvements,
fixtures, equipment and personal property included in the Terminals, which bill
of sale shall contain special warranties of title and the “AS IS, WHERE IS”
provision contained in this Section 2.3.


2.4                                 Inventories.


(a)                                  Seller
shall close or cause to be closed the Terminals to all receipts and deliveries
of product at 12:00 midnight on the Closing Date.  Beginning at 12:01 a.m. on the Closing Date,
the Parties, or their Authorized Representatives, shall identify, calculate or
measure all contents located (i) in above-ground storage tanks at each of the
Terminals, and (ii) in the linefill at each of the Terminals, all of which
contents are hereinafter called the (“Terminal Inventory”). The calculation of
each Terminal Inventory shall be recorded using the following categories of
items:  (A) all volumes of bottom
sediment and water (“BS&W”) as measured by hand gauge lines; (B) as
measured by hand gauge lines, all volumes of petroleum products in above-ground
storage tanks minus those products calculated as Bottoms in accordance with
subsection 2.4(a)(C); (C) as determined by minimum tank operating levels
established by the Terminals using certified tank strapping charts, all volumes
of products below one of the following two points, whichever is physically higher
(“Bottoms”):  (i) that point where
loading rack or critical transfer pumps lose suction, OR (ii) if so equipped,
that point of the tank where the support legs, at low setting, of an internal
floating pan are just clear of striking the tank bottom; and (D) all volumes of
products in pipelines and other piping at the Terminals (“Linefill”). The
volumes of petroleum products measured shall be adjusted to 60 degrees
Fahrenheit and, as indicated by the separate measurement of BS&W, shall
exclude any water. Buyer, or Buyer’s Authorized Representatives, shall have the
right to observe and agree to the identification, calculation and measurement
of each Terminal Inventory.


(b)                                 At
Closing, Seller shall transfer or cause to be transferred custody of the Products
(other than Bottoms and Linefill) to Buyer and shall transfer or cause to 



 16
 









be transferred
title to and custody of the Terminal’s BS&W, Bottoms, Linefill, ULSD
lubricity additive red dye additive and generic additive to Buyer.  To the extent treatable and treated as
petroleum contact water by Buyer at the Albany Petroleum Contact Water
Treatment facility, Seller shall pay Buyer the charges set forth in the
Terminal Services Agreement for the untreated petroleum contact water in tank
number 130. Prior to Closing, Seller shall continue to drain the Terminals’
BS&W and store such BS&W in tank number 130 in the ordinary course of
business consistent with past practices.


(c)                                  At
Closing, title to all Products (other than Bottoms and Linefill) shall remain
with Seller, its Affiliates or a third party or parties identified by Seller.


(d)                                 At
Closing, Seller shall apportion the Products (other than Bottoms and Linefill)
at each of the Terminals among Seller, its Affiliates and any third parties
identified by Seller and notify Buyer of such apportionment. The amounts of
Products so apportioned to any party shall be carried as such party’s opening
balance of products under separate Terminaling Services Agreement for each of
the Terminals (as to Seller’s Products), dated as of the Closing Date, the form
of which is attached as Exhibit O to this Agreement, or such other agreement as
Buyer may determine, in the case of any third party. Seller shall indemnify,
discharge and hold Buyer harmless from any claim by any such third party that
it has an inventory balance in excess of the amount of Product apportioned to
that third party, or any claim by any other person that such person has title
to any Product at the Terminals as of the Closing.


(e)                                  At
Closing, in addition to the Purchase Price, Buyer shall purchase from Seller
all volumes of generic additive, ULSD lubricity additive and red dye additive
owned by Seller as of the Closing for a price of $7.16 per U.S. gallon for
generic additive, $8.99 per U.S. gallon for ULSD lubricity additive and $11.33
per U.S. gallon for red dye additive.  At
Closing, in addition to the Purchase Price, Buyer shall purchase from Seller
all volumes of Bottoms and Linefill pursuant to the pricing formula below. 



 17
 









Upon receipt of
Buyer’s payment, Seller shall transfer or cause to be transferred custody
thereof and title thereto to Buyer. Within two business days after Closing,
Seller shall invoice Buyer for the Bottoms, Linefill, ULSD lubricity additive,
red dye additive and generic additive as determined by the pricing formula set
forth in this Section 2.4(e).  Buyer
shall pay such invoice within ten (10) business days after receiving such
invoice.


The Product pricing formula for the Bottoms and Linefill is set forth
below.


The per gallon price for
each Product will be the midpoint posting under the heading for “New York
Harbor Barge” for the appropriate Products for the day transfer is executed, as
published in Platt’s Oilgram Price Report on the following publication date, or
such other publication as may be mutually agreed upon by the Parties.


If the Closing date falls
on a Saturday or Sunday, the Parties agree to use the Platt’s quote for the
preceding Friday (published on Monday). 
If the Closing date falls on a “Market Holiday,” the Parties agree to
use the Platt’s quote for the day prior to the Holiday (published the day after
the Holiday).


The purchase price for
Products at Albany, NY shall be a per gallon price equal to the Platt’s NY
Harbor Barge mid postings for Products plus a transportation differential of
$0.0279 per gallon.


The purchase price for
Products at Newburgh, NY shall be a per gallon price equal to the Platt’s NY  Harbor Barge mid postings for Products
plus a transportation differential of $0.0238 per gallon.


The purchase price for Products
at Burlington, VT shall be a per gallon price equal to the Platt’s NY Harbor
Barge mid postings for Products plus the Albany transportation differential
plus an Albany to Burlington transportation differential of $0.03 per gallon.


The posting used must
match the quality of gasoline received in terms of its RVP (that is same grade
RVP, etc. which means the supplementary quotation at times will be
appropriate).



 18
 









(f)                                    At
Closing, title to any party’s proprietary additives, if any, shall remain with
such party, although custody thereof will transfer to Buyer at Closing.


2.5                                 Employees.            Upon execution of this Agreement by both
Parties, Buyer will have the right to interview and offer employment to any of
Seller’s or its Affiliates’ Eligible Employees. 
Seller will provide Buyer with a list of the Eligible Employees in
Attachment A to Exhibit P (“Conditions of Employment”) within five (5) days
after the execution of this Agreement by both Parties. Buyer agrees to offer
employment to at least 75% of the Eligible Employees, as provided in Exhibit P
and to comply with all other terms and conditions set forth in Exhibit P.  Buyer is prohibited from interviewing and/or
offering employment to any employee of Seller other than an Eligible Employee.


ARTICLE
III


PURCHASE
PRICE


3.1                                 Purchase Price.  The total monetary consideration to be paid
by Buyer to Seller for the Terminals shall be One Hundred and One Million Five
Hundred Thousand U.S. Dollars ($101,500,000) (the “Purchase Price”), plus all
taxes and fees applicable to bulk sales of petroleum products.  Upon Buyer’s execution of this Agreement,
Buyer will pay Four Million and Six Hundred Thousand U.S. Dollars ($ 4,600,000)
to Seller, to be held in an interest-bearing account by the Title Company (“Earnest
Money”). Buyer shall pay the Purchase Price to Seller in accordance with
Section 3.2.


3.2                                 Payment of Purchase Price.  Subject to adjustment, if any, under Section
14.1, at Closing, Buyer shall pay to Seller the Purchase Price, less the
Earnest Money and any accrued interest thereon delivered to Seller by the Title
Company, in U.S. Dollars in immediately available federal funds via bank wire-transfer
to a bank account designated by Seller, which designation shall be given to
Buyer in writing at least three (3) business days prior to the Closing Date.



 19















3.3                                 Allocation of Purchase Price.  The Purchase Price shall be allocated for tax
accounting purposes in accordance with Schedule 3.3 attached hereto.  Buyer and Seller agree that they will not
take (and will not permit any Affiliate to take), for income tax purposes, any
position inconsistent with the allocation on Schedule 3.3.


3.4                                 Valuation.  Buyer and Seller agree that any property
valuations established by the Buyer and Seller (other than the allocation of
Purchase Price for tax accounting purposes pursuant to Section 3.3) are solely
for purposes of (i) establishing an insured amount for the Title Policies, (ii)
preparing Closing statements and escrow instructions; (iii) preparing the
affidavits of value and transfer tax returns; and (iv) calculating recording
fees and transfer taxes, if applicable. 
Such property valuations are not established necessarily for tax
purposes (other than pursuant to Section 3.3) or for financial or accounting
purposes.


ARTICLE
IV


THE
CLOSING


4.1                                 Time and Place; Escrow Agent.  Subject to any extensions of the Closing Date
under Section 11.3 and to satisfaction of the conditions set forth in Article
VIII, the closing of the transaction contemplated hereby (the “Closing”) shall
be held at the offices of the Seller on or before the later of May 15, 2007 or
ninety (90) days after execution of this Agreement (the “Closing Date”), or at
such other time or place or in such other manner, including by mail, as Seller
and Buyer may mutually agree in writing. 
Except as may be permitted by Section 11.3 and Article VIII of this
Agreement, if Buyer fails to close on or before the Closing Date for any reason
not permitted by this Agreement, Seller shall be entitled, in its discretion
to: (a) seek specific performance of this Agreement, or (b) terminate this
Agreement, retain all Earnest Money and interest thereon, and except as set
forth in Section 15.1, neither Party will have any further right or obligation
under this Agreement.  The Parties
reserve the right to close through an 



 20
 









escrow agent,
mutually acceptable to both Parties.  The
costs of the escrow agent, if any, will be shared equally by both Parties.


4.2                                 Seller’s Deliveries.  At the Closing, Seller shall deliver to Buyer
or Buyer’s nominee the following:


(a)                                  Special
Warranty Deed, or other document of title as may be required under applicable
law, for the Real Property, in the form attached as Exhibit H, executed and
acknowledged by Seller;


(b)                                 Bill
of Sale for the Improvements and the Personal Property, in the form attached as
Exhibit I, executed by Seller;


(c)                                  Title
registrations for each of the Vehicles executed by Seller;


(d)                                 Possession
of the Terminals;


(e)                                  Counterparts
executed by Seller of those agreements required by the provisions of Section
4.4;


(f)                                    Certified
copies of appropriate corporate action by Seller authorizing the transactions
contemplated by this Agreement and authorizing the person(s) executing the
documents listed in this Section 4.2 and Section 4.4 to enter into this
Agreement and such other documents on behalf of Seller;


(g)                                 A
copy of the executed Indemnity Letter to the Title Company (as defined in
Section 11.1), in the form attached as Exhibit J, if Seller elects under
Section 5.4 to deliver such letter to the Title Company;


(h)                                 Such
affidavits and certificates as the Title Company may reasonably require,
including certificates necessary to delete standard title insurance exceptions
and to protect Buyer against claims that may give rise to any mechanic’s,
materialman’s or other liens against the Real Property related to Seller;


(i)                                     A
certificate or affidavit that the representations and warranties made by Seller
in this Agreement are true and correct in all material respects as of the
Closing Date;



 21
 









(j)                                     A
Non-Foreign (FIRPTA) Certification, in the form attached as Exhibit K, executed
by Seller; and


(k)                                  A
fully executed Release Agreement in the form of Exhibit S.


4.3                                 Buyer’s Deliveries.  At the Closing, Buyer shall deliver to
Seller, or effect the delivery to Seller of, the following:


(a)                                  The
Purchase Price, in accordance with Sections 3.1 and 3.2;


(b)                                 Counterparts
executed by Buyer of all those agreements required by the provisions of Section
4.4;


(c)                                  
Certified copies of appropriate corporate action by Buyer authorizing the
transactions contemplated by this Agreement and authorizing the person(s)
executing the documents listed in this Section 4.3 and Section 4.4 to enter
into this Agreement and such other documents on behalf of Buyer;


(d)                                 If
required by Seller, a Guaranty from Global Partners LP, a Delaware limited partnership,
in the form attached as Exhibit L;


(e)                                  A
certificate or affidavit that the representations and warranties made by Buyer
in this Agreement are true and correct in all material respects as of the
Closing Date; and


(f)                                    A
fully executed Release Agreement in the form of Exhibit S.


4.4                                 Agreements.  The following agreements shall be entered
into between Seller and Buyer on the Closing Date:


(a)                                  Assignment
and Assumption of Permits (Including Environmental Permits) and Contracts in
the form of Exhibit N;


(b)                                 Terminaling
Services Agreement in the form of Exhibit O; and


(c)                                  Term
Supply Agreement in the Form of Exhibit V;


(d)                                 US
Customer Fleet Services Lease Agreement in the Form of Exhibit U; and



 22
 









(e)                                  Joint
Letter Transferring Responsibility for Remediation Activities substantially in
the form of Exhibit Q.


4.5                                 Effectiveness of Agreements.  No agreement described in Section 4.4 shall
be effective prior to Closing.


4.6                                 Seller’s Remedies.  Except as provided in Section 4.1, if Buyer
defaults in the performance of its obligations under this Agreement, and Seller
elects to terminate this Agreement, the Earnest Money and interest thereon
shall be retained by Seller as damages for Buyer’s default and as Seller’s sole
remedy at law or in equity for such default. Seller and Buyer acknowledge that
they have made good faith reasonable efforts to determine what Seller’s damages
would be in the event of Buyer’s default, and they agree that such damages
would be extremely difficult and impractical to determine. Therefore, the
Earnest Money and any accrued interest thereon shall serve as liquidated
damages and shall be Seller’s sole right to damages for Buyer’s failure to
complete the purchase or otherwise perform if Buyer is in default.


ARTICLE V


REPRESENTATIONS
AND WARRANTIES OF SELLER


Seller represents
and warrants to Buyer as follows:


5.1                                 Organization.  Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York,
is duly authorized to do business in, and is in good standing in the state
where the Terminals are located, and has all requisite corporate power and
authority to execute, deliver and perform this Agreement and each agreement and
instrument to be executed and delivered by Seller pursuant hereto.


5.2                                 Due Authorization.  The execution, delivery and performance by
Seller of this Agreement and each agreement and instrument to be executed and
delivered by Seller pursuant hereto, and the taking by Seller of the actions
contemplated hereby and 



 23
 









thereby, have been
duly authorized by all necessary corporate action on the part of Seller.  This Agreement is, and each agreement and
instrument to be executed and delivered by Seller pursuant hereto will be, when
so executed and delivered, a valid and binding obligation of Seller enforceable
in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity.


5.3                                 No Violation.  The execution, delivery and performance by
Seller of this Agreement and each instrument and agreement to be executed and
delivered by Seller pursuant hereto and the consummation of the transactions
contemplated hereby and thereby do not and will not (a) conflict with or
violate any provision of Seller’s Articles of Incorporation or Bylaws, (b) to
Seller’s Knowledge, conflict with or result in a breach or default of any
agreement (other than a Material Contract) or other instrument to which Seller
is a party or by which it is bound, the adverse consequences of which, either
individually or in the aggregate, would materially impair Buyer’s ownership,
use or operation of the Terminals from and after Closing, (c) violate or breach
any Order applicable to Seller, (d) result in a breach, default, termination or
acceleration of performance of any Material Contract, or (e) result in the
imposition of an encumbrance on the Terminals under any Material Contract.


5.4                                 Title to Properties.  Except as specified in Schedule 5.4, Seller
has, and on the Closing Date will have, good and indefeasible title to all of
the Terminals.  At Closing, Seller will
convey the Terminals to Buyer free and clear of all mortgages, liens (including
federal, state and local tax liens), claims, judgments, assessments, charges,
pledges, security interests and other encumbrances, subject only to the
following items (collectively, the “Permitted Title Exceptions”):


(a)                                  Those
matters specified in Schedule 5.4 (except for any Title Objections which Seller
elects to cure pursuant to Section 11.3);



 24
 









(b)                                 Any
tax, materialmen’s and/or mechanic’s lien against which Seller elects to
indemnify the Title Company by delivering to Title Company an Indemnity Letter
in the form of Exhibit J at Closing;


(c)                                  Such
other matters as do not interfere in any material respect with the ownership,
use, occupancy or operations of Buyer upon the Real Property as used in the
normal course on the Closing Date; and


(d)                                 Any
other matters approved in writing by Buyer.


5.5                                 Litigation. Except as set forth in
Schedule 5.5, there is no suit, action, claim, arbitration, administrative or
legal or other proceeding or governmental investigation pending or, to Seller’s
Knowledge, threatened against or related to the Terminals.  Except as set forth in Schedule 5.5, there is
no Order in effect relating specifically to the Terminals.


5.6                                 Condemnation and Zoning. There is
no condemnation or eminent domain proceeding pending or, to Seller’s Knowledge,
threatened against the Terminals by publication or other writing, nor is there
any proceeding pending or, to Seller’s Knowledge, threatened by publication or
other writing, which could materially adversely affect the zoning
classification of the Terminals in effect as of the date hereof.


5.7                                 Permits. Exhibits F-1, F-2, F-3 and
R-1, R-2, R-3 list all material Permits and Environmental Permits in effect
with respect to the Terminals on the date of this Agreement.  Except as disclosed on Exhibits F-1, F-2, F-3
and R-1, R-2, R-3, to Seller’s Knowledge, neither Seller nor its Affiliates has
received any notice of any claim or default relating to the Permits or
Environmental Permits.  To Seller’s
Knowledge, all material Permits and Environmental Permits are valid and in full
force and effect and the permit holder is in compliance in all material
respects therewith.


5.8                                 Condition of Terminals.  Seller has continued to maintain and operate
the Terminals in the ordinary course of its business, and will continue to do
so until Closing.



 25
 









5.9                                 Material Contracts; Non-Material or Revenue
Generating Contracts. Seller has delivered to Buyer true and
correct copies of all Material Contracts and all Non-Material or Revenue
Generating Contracts. The Material Contracts have not been modified except as
provided in amendments delivered to Buyer. 
Neither Seller nor, to Seller’s Knowledge, any other party to the
Material Contracts, is in breach or default thereunder.  Except as disclosed in Schedule 5.9, under
the terms of the Material Contracts, the Material Contracts may be assigned to
and assumed by Buyer without penalty or expense.


5.10                           Compliance with Laws.  Except (a) to the extent, if any, disclosed
on Schedule 5.10 or in the Environmental Documents, (b) as to any matter with
respect to which Seller has agreed to be responsible for or indemnify Buyer in
Article VII, and (c) as to any matter relating to, arising out of, or resulting
in Remediation Activities at the Terminals, to Seller’s Knowledge, Seller’s
ownership, use and operation of the Terminals as of the Closing Date will be in
compliance in all material respects with all applicable federal, state and
local laws, rules, regulations and orders (including but not limited to, all
applicable Environmental Laws) in effect and requiring compliance as of the
Closing Date and Seller has not received notice from any Government Authority
asserting any act of non-compliance.


5.11                           Consents.  Except as set forth on Schedule 5.11, no
consent or approval from or filing with any third party is required in
connection with the execution and performance by Seller of this Agreement, and
there are no options or other preferential purchase rights held by any person
or entity not a party to this Agreement to purchase or acquire any interest in
the Terminals.


5.12                           Taxes.  Seller has paid prior to the Closing Date all
Taxes due and payable on or before the Closing Date assessed against the
Terminals or each Terminal Inventory for all taxable years or taxable periods
prior to the Closing Date



 26
 









(including
portions of taxable years or periods with respect to which Taxes are due and
payable on or before the Closing Date).


5.13                           Foreign Person.  Seller is not a “foreign person” as defined
in Section 1445 of the Code and the regulations promulgated thereunder.  Seller’s U.S. tax identification number is
13-5401570.


ARTICLE
VI


REPRESENTATIONS
AND WARRANTIES OF BUYER


Buyer hereby
represents and warrants to Seller as follows:


6.1                                 Organization.  Buyer is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware, is duly authorized to do business in and is in good standing in the
States of New York and Vermont, and has all requisite limited liability company
power and authority to execute, deliver and perform this Agreement and each
agreement and instrument to be executed and delivered by Buyer pursuant hereto.


6.2                                 Due Authorization.  The execution, delivery and performance by
Buyer of this Agreement and each agreement and instrument to be executed and
delivered by Buyer pursuant hereto, and the taking by Buyer of the actions
contemplated hereby and thereby, have been duly authorized by all necessary
corporate action on the part of Buyer. 
This Agreement is, and each agreement and instrument to be executed and
delivered by Buyer pursuant hereto will be, when so executed and delivered, a
valid and binding obligation of Buyer enforceable in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium or similar laws affecting the rights of creditors generally and
general principles of equity.


6.3                                 No Violation.  The execution, delivery and performance by
Buyer of this Agreement and each instrument and agreement to be executed and
delivered by Buyer pursuant hereto and the consummation of the transactions
contemplated hereby and 



 27
 









thereby do not and
will not (a) conflict with or violate any provision of Buyer’s Certificate of
Formation or Operating Agreement, (b) to Buyer’s knowledge, conflict with or
result in a breach or default of any agreement or other instrument to which
Buyer is a party or by which it is bound, or (c) violate or breach any Order
applicable to Buyer.


ARTICLE
VII


ENVIRONMENTAL


7.1                                 Feasibility Study Period.  Prior to the date of this Agreement Seller
has made available to Buyer and its Authorized Representatives the
Environmental Documents, Orders, and Environmental Permits.  Seller has provided Buyer with timely,
reasonable access to Seller’s Authorized Representatives with knowledge of any
relevant facts relating to the Environmental Documents, the Environmental
Conditions, or the Remediation Activities. 
Seller has provided Buyer and its Authorized Representatives access to
the Real Property prior to the signing of this document to inspect and to
survey the Real Property and conduct Buyer’s due diligence investigations of
the Terminals (“Feasibility Study Period”). 
Seller has provided Buyer and its Authorized Representatives reasonable
access during normal business hours to the Terminals to conduct such activities
during the Feasibility Study Period, subject to Seller’s policies and
regulations regarding safety and security. 
The Feasibility Study Period shall be extended for that period of time
between the Effective Date and the date 10 days prior to the Closing solely for
the purposes of discussions with appropriate government officials and
regulators relative to the transfer and securing of Permits, the assumption of
environmental liabilities by Buyer, and general transition matters.  Buyer and Seller shall coordinate the timing,
attendance and subject matter of any such meeting during the Feasibility Study
Period as so extended, including without limitation the identity of Buyer and
Seller representatives who will attend such meetings.



 28
 









7.2                                 Environmental Documents.  In order to establish the environmental
status of the Terminals, Seller, Buyer and its Authorized Representatives have
reviewed or acknowledged the existence of the Environmental Documents, which
include the results of all tests conducted by Buyer and its Authorized
Representatives under Section 7.1, if any. 
Seller and Buyer have agreed that Schedule 7.2 includes or references
all material information, known to exist by either Party, related to, affecting
or concerning the Environmental Condition or status of the Terminals as of the
Closing Date and that such information shall constitute the (“Baseline
Condition”) of the Terminals.  Seller
shall not be responsible for any Environmental Condition, whether or not
identified as part of the Baseline Condition.


7.3                                 Seller’s Retained Environmental Liabilities.
Seller shall retain and be solely responsible for the following matters
(collectively, “Retained Environmental Liabilities):


(a)                                  Environmental
Liabilities in connection with Off-Site Disposal Activities performed by Seller
prior to the Closing Date or on or after the Closing Date related to any of the
Retained Environmental Liabilities.


(b)                                 Any
penalty associated with the NYSDEC Consent Order for the Newburgh, New York
Terminal described in more detail on Schedule 5.5; and


(c)                                  Any
criminal fines, criminal penalties or criminal judgments relating to any
Environmental Conditions existing prior to the Closing.


7.4                                 Buyer’s Assumed Environmental Liabilities .
Except for Seller’s Retained Environmental Liabilities, Buyer shall assume and
be solely responsible for all Environmental Liabilities relating to or arising
out of the Terminals, whether existing or asserted before, on, or after the
Closing Date, whether known or unknown, whether based on past, present, or
future conditions or events, including but not limited to undertaking such
Remediation Activities of the Environmental Conditions as may be 



 29
 









required by applicable laws,
regulations, or government orders (“Assumed Environmental Liabilities”).


7.5                                 Seller’s Environmental Indemnity.
For purposes of this Section 7.5, where Buyer is the indemnified party, the
term “Buyer” shall include Buyer and its Affiliates and the directors,
officers, employees, agents and representatives, and all successors and assigns
of the foregoing.  Seller shall
indemnify, hold harmless and defend Buyer from and against any Damages and
Proceedings asserted against or incurred by Buyer prior to or after the Closing
Date relating to or arising out of the Retained Environmental Liabilities;
provided, however, that:


(a)                                  Seller’s
obligations under this Section 7.5 shall not be limited by and shall survive
beyond the Closing Date;


(b)                                 Seller
shall have no indemnification or defense obligation for any Damages and
Proceedings asserted against or incurred by Buyer relating to or arising out of
such Retained Environmental Liabilities for which Seller has not received
Reasonable Written Notification from Buyer;


(c)                                  Seller
shall have no liability, indemnity or defense obligation for any Damages or
Proceedings asserted against or incurred by Buyer subsequent to any change in
all or any part of the Terminals to a residential use, or other change in use
of all or any part of the Terminals that results in a materially adverse change
in Seller’s risk exposure hereunder;


(d)                                 Buyer
shall make available all relevant existing information that, based on
information and belief formed after reasonable inquiry, are known by Buyer to
be in the possession or control of Buyer and provide timely, reasonable access
to all personnel of Buyer with knowledge of relevant facts, and shall cooperate
in all reasonable respects with Seller in connection with Seller’s defense of
any Third Party Claim or Governmental Environmental Enforcement Action under
this Section 7.5.  Seller shall have no
indemnification or defense obligation for any Damages and 



 30
 









Proceedings asserted
against or incurred by Buyer relating to or arising out of such Third Party
Claim or Governmental Environmental Enforcement Action if Buyer unreasonably
denies Seller such access; and


(e) To the extent
any Third Party Claim or Governmental Environmental Enforcement Action relates
to events or conditions occurring both prior to and after the Closing, then,
except to the extent such Third Party Claim or Governmental Environmental
Enforcement Action relates to the Retained Environmental Liabilities set forth
in Section 7.3 (b), (c), (d), or (e). Seller’s indemnification and defense
obligations for such Third Party Claim or Governmental Environmental
Enforcement Action shall not exceed that portion of Damages and Proceedings
attributable to events or conditions occurring prior to the Closing and will
not include any attorney’s fees or professional fees incurred by Buyer in
connection with that part of the Third Party Claim or Governmental
Environmental Enforcement Action attributable to events or circumstances
occurring after the Closing.


7.6                                 Buyer’s Environmental Indemnities.  For purposes of this Section 7.6, where Seller is the indemnified party, the term “Seller”
shall include Seller and its Affiliates and the directors, officers, employees,
agents and representatives, and all successors and assigns of the
foregoing.  From and after the
Closing Date, Buyer shall indemnify, hold harmless and defend Seller from and
against any Damages and Proceedings asserted against or incurred by Seller
relating to or arising out of the Assumed Environmental Liabilities, including:


(a)                                  Any
Environmental Liabilities, except for Seller’s Retained Environmental
Liabilities;


(b)                                 Any
Release of any Regulated Substance related to operations of the Terminals
occurring on or after the Closing Date;



 31
 









(c)                                  Remediation
of any Environmental Condition at the Terminals or any areas Off-Site occurring
before on or after the Closing Date, except for Seller’s Retained Environmental
Liabilities;


(d)                                 Any
Off-Site Disposal Activities or Off-Site Remediation Activities resulting from
the ownership or operation of the Terminals at or after the Closing Date,
except for Seller’s Retained Environmental Liabilities.


(e)                                  Any
Third Party Environmental Claim related to or arising out of the ownership or
operation of the Terminals occurring before on or after the Closing Date,
except for Seller’s Retained Environmental Liabilities;


(f)                                    Any
Governmental Environmental Enforcement Action or Third Party claim that is
taken against Seller or its Affiliates that is issued or required by or entered
into with a Governmental Authority occurring before, on or after the Closing
Date to the extent relating to post-Closing Terminals ownership or operations,
except for Seller’s Retained Environmental Liabilities;


(h)                                 Failure
to comply with any Permit or Order, including transferred or assigned
Environmental Permits or Orders identified on Exhibits F-1, F-2, F-3 and R-1,
R-2, R-3 by Buyer or its Authorized Representatives; and


(i)                                     Seller
shall make available all relevant existing information that, based on
information and belief formed after reasonable inquiry, are known by Seller to
be in the possession or control of Seller and provide timely, reasonable access
to all personnel of Seller with knowledge of relevant facts, and shall
cooperate in all reasonable respects with Buyer in connection with Buyer’s
defense of any Third Party Claim or Governmental Environmental Enforcement
Action under this Section 7.6.  Buyer
shall have no indemnification or defense obligation for any Damages and
Proceedings asserted against or incurred by Seller relating to or arising out
of such Third Party Claim or Governmental Environmental Enforcement Action if
Seller unreasonably denies Buyer such access.



 32
 









Buyer’s indemnity
obligations under this Section 7.6 will be set forth in the deed conveying the
Real Property, will be a covenant running with the land, and will bind the
successors, heirs and assigns of Buyer.


7.7                                 Buyer’s Release of Seller for
Environmental Liabilities.


(a)                                  Except for Seller’s Retained Environmental
Liabilities, Buyer, in consideration of the negotiated amount of the Purchase
Price, hereby unconditionally, completely and forever releases and discharges
Seller, its Affiliates, and employees, officers, directors, agents and
representatives and all successors and assigns of the foregoing, from all
Environmental Liabilities On the Closing Date, Buyer shall unconditionally,
completely, and forever discharge Seller, its Affiliates, employees, officers,
directors, agents and representatives, and all successors of the foregoing and
the permitted assigns of Seller, from any obligation by Seller to perform or
ensure the performance of any Remediation Activities under this Agreement (but
excluding any Remediation Activities related to pre-Closing Off-Site Disposal
Activities).  On the Closing Date, Buyer
shall execute and deliver to Seller the Release Agreement in the form of
Exhibit S. Buyer’s obligations to conduct, and to assume responsibility for,
Remediation Activities will be set forth in the deed conveying the Real
Property, will be a covenant running with the land, and will bind the
successors, heirs and assigns of Buyer.


7.8                                 Seller’s Access to the Terminals.


(a)                                  Upon request by Seller in connection with any written
request or demand from any Governmental Authority or in response to any Third
Party Claim, Buyer shall, at no cost to Seller, permit Seller, its Affiliates,
and its Authorized Representatives reasonable access to the Terminals.  Seller will make reasonable efforts to
minimize impacts on Buyer’s operations. The Buyer’s obligations under this
Section 7.8(a) will be set forth in the Special Warranty Deed conveying the
Real 



 33
 









Property
and will be a covenant running with the land and will bind the successors and
assigns of Buyer.


(b)                                 Upon
written request by Seller, in connection with any request to Seller from any
Governmental Authority or in response to any Third Party Claim, Buyer shall
provide Seller copies of all reports, correspondence, notices and
communications sent or received from Governmental Authorities regarding the
Environmental Condition of the Terminals or any remediation and/or
investigation at the Terminals related to the Baseline Condition or other
copies of all reports, correspondence, notices and communications sent to or
received from third parties concerning conditions that would obligate
(financially or otherwise) Seller.


7.9                                 Other Environmental Issues and Related Use
Restrictions.


(a)                                  Buyer
acknowledges that the Terminals have been used for the storage, disposal, sale,
and transfer of petroleum products or derivatives and Seller hereby advises
Buyer that (i) releases of such products into the soil have occurred from time
to time in the past; and (ii) the Terminals have contaminated subsurface
conditions.  Any warranty, covenant or
provision in the Deed from Seller to Buyer with respect to the Terminals do
not, nor will it be deemed to, extend or apply to any release or presence of petroleum
products, derivatives, or any other type of contaminant on, in, under, or about
the Terminals including, but not limited to, the surface area, size, and
location of such substances and/or the description of the types of contaminants
contained therein.


As part of the
consideration for the sale of the Terminals, Buyer for itself, its successors
and permitted assigns, covenants and agrees that neither the Real Property, nor
any part thereof shall at any time be used for any of the following specifically
listed facilities or uses, or any similar facility or use:  (1) any residential use, (2) any purpose that
would constitute a “Permitted Use” under any of the “residence” or “residential”
zones, districts, or classifications set forth in any applicable municipal, 



 34
 









county or state zoning
laws in effect on the date of the Special Warranty Deed, (3) any school or other
educational facility, (4) any group day-care center, child care center,
nursery, nursing home, rehabilitation or convalescent facility or other
facility which is intended to house or provide care for children, the elderly
or the infirm, (5) any playground or recreational park, (6) any health care
clinic, hospital or other medical facility, (7) any place of worship, (8) any
agricultural use, or (9) any handling of fresh food.


In addition, Buyer
agrees that it will not at any time construct or install any basements or any
water wells for any purpose (collectively the “Use Restrictions”).  Any water wells found on the property by
Buyer will be plugged in accordance with State or Local regulations.  Buyer also agrees to implement and maintain
any institutional controls on the property that either are or may be required
by Federal, State or Local agencies.


Buyer agrees that
these covenants and agreements shall survive the Closing; that these covenants
and agreements are to run with the Real Property; that these Use Restrictions
and the agreement to evaluate and utilize, if required, engineering and
institutional controls as set forth in Exhibit H will be inserted in the
Special Warranty Deed to be delivered at the Closing and that similar
restrictive covenants shall be inserted in any deed, lease or other instrument
conveying or demising the Real Property or any part thereof. Furthermore, Buyer
for itself, its successors and permitted assigns agrees to execute any
documents required by any Governmental Authority having jurisdiction over the
Terminals that are consistent with the above Use Restrictions.


(b)                                 The
material terms and provisions of this Agreement, and all test information,
reports and other materials concerning the environmental or other condition of
the Terminals provided by Seller to Buyer shall be maintained by Buyer and its
Authorized Representatives as confidential, other than any such information (i)
that 



 35
 









is in the public domain
through a source other than Buyer, or (ii) that is compelled in any judicial,
administrative, regulatory or arbitration proceeding or otherwise required by
law or by a governmental authority. 
Buyer may, however, share environmental information under a comparable
confidentiality agreement with any affiliated companies, consultant, lender,
insurance carrier, tenant, potential subsequent purchasers of the Terminals,
potential joint venture owner of the Terminals or other third parties.


(c)                                  If
Closing does not occur within the time required by this Agreement, or upon
earlier termination of this Agreement, then upon Seller’s request, Buyer shall
promptly deliver to Seller all originals and copies (whether written or electronic)
that are in Buyer’s or its Authorized Representatives’ possession of the
information, reports, or materials including specifically those concerning the
environmental or other condition of the Terminals together with all
information, reports, or material furnished to Buyer by Seller, and Buyer shall
promptly cause third parties to deliver to Seller such materials that are in
their possession.


(d)                                 The
Environmental Documents, including those generated by either party, may be used
by either party to prepare and file reports, where applicable, with the
appropriate Governmental Authorities.


(e)                                  Seller’s
responsibilities in this Article VII shall inure to the benefit of Buyer solely
and do not transfer to Buyer’s heirs and assigns.  In the event Seller agrees to the transfer
and assignment of Seller’s responsibilities in this Article VII, which
agreement shall only be effective if provided in writing by Seller, Buyer’s
obligations under this Article VII shall be incorporated into any lease or
subsequent sales agreement for the Terminals and any tenant or subsequent buyer
shall be required to fulfill all obligations of Buyer set forth in this Article
VII.  In no event shall Buyer’s
obligations under this Article VII terminate upon the lease or sale of all or a
portion of the Terminals.  Any attempt to
assign Seller’s responsibilities in this Article VII 



 36
 









without the express prior
written approval of Seller as set forth above shall be void and of no effect.


(f)                                    Buyer
and Seller shall cooperate with each other in all reasonable respects as to the
transfer or assignment of the Environmental Permits or Orders that can be
transferred or assigned under applicable Environmental Laws and the making of
any filings or notifications or obtaining any authorizations required under
applicable Environmental Laws in connection with the transfer of the Terminals
to Buyer.  Seller shall take the lead on
all initial notifications to applicable Governmental Authorities requesting
such transfer or assignment of any Environmental Permits or Orders.  Buyer will be given an opportunity to review
such submissions and will receive final copies of all such initial
notifications at the time transmitted to the Governmental Authorities.  Buyer, however, shall be solely responsible
for all subsequent communications and filings needed to follow through and
complete the timely transfer or assignment of such Environmental Permits or
Orders.   If the assignment of any
Environmental Permit is denied by the applicable Governmental Authority, Exhibit
R-1, R-2 and R-3 of this Agreement will be deemed automatically amended, and
Buyer shall apply for the issuance of a new Environmental Permit as soon as
reasonably possible.  With respect to any
Environmental Permits or Orders issued under applicable Environmental Laws
prior to the Closing Date and Buyer’s obligations for Remediation Activities,
Seller and Buyer, within ten (10) calendar days after the Closing Date shall
submit a joint letter to each applicable Governmental Authority acknowledging
that Buyer is assuming the obligations of Seller under such Order and/or
Remediation Activities, such letter to be substantially in the form of Exhibit
Q.  Along with the joint letter and with
respect to obligations for Remediation Activities set forth in such joint
letter that Buyer is assuming, Buyer shall also execute and deliver to Seller
the Release Agreement for remediation liability for all Environmental
Conditions in the form of Exhibit S.



 37
 









(g)                                 As
between Buyer and Seller, Buyer and Seller shall share equally in all filing
costs and administrative expenses associated with such transfer or assignment
of any Environmental Permits or Orders pursuant to this Agreement.  Buyer, however, shall be solely responsible
for all costs and expenses relating to or arising out of any change in terms or
conditions of such Environmental Permits or Orders resulting from any transfer,
assignment or reissuance of such Environmental Permits or Orders to Buyer,
except for any such costs and expenses related to or arising out of Seller’s
non-compliance with such Environmental Permits or Orders.  With respect to those Environmental Permits
or Orders that cannot be transferred or assigned under applicable Environmental
Laws, Buyer will use reasonable efforts at Buyer’s cost and expense to obtain
new permits or orders.


(h)                                 After
the Closing Date, Buyer shall be solely responsible for the filing of any
post-Closing reports or notices required by any Governmental Authority
regardless of whether the reporting period began or occurred prior to the
Closing Date (as long as the required submission deadline for such reports or
notices is not prior to the Closing Date). 
Such reports may include, but are not limited to, Annual Air Emissions
Report, Air Permit reports (excluding Title V semi-annual and annual
certifications, which are addressed below), SARA 313 Form R Reports, annual
hazardous waste reports, gasoline maximum achievable control technology (GMACT)
certifications and ground water monitoring reports required under state above
ground storage tank regulations.  At
least 10 days prior to the Closing Date, Seller will provide Buyer with a
listing of all such material reports and notices required to be filed with any
Governmental Authority that are due within sixty (60) days after the Closing
Date.  Within thirty (30) days after the
Closing Date, Seller shall provide to Buyer records relating to operation of
the Terminals through the Closing Date needed to complete all such material
reports. As to any information that must be provided to any Governmental
Authority as part of a routine report submitted in relation to a Title V
semi-annual or 



 38
 









annual certification, if
the Closing Date occurs during the required reporting period, each Party agrees
to be responsible and liable for the collection, compilation and submission of
such certification with respect to that portion of the reporting period falling
under such Party’s ownership.  Each Party
shall cooperate fully with the other and shall provide the other Party with
reasonable access to its employees and files to the extent necessary or
appropriate to assist the other Party in preparing its report.  In the event that the Closing Date occurs on
or after the end of the required reporting period but before such report is
due, Seller will be responsible and liable for the collection, compilation and
submission of such report as it concerns Seller’s operation of the
Terminals.  In that instance, Buyer shall
cooperate fully with Seller and shall provide Seller with reasonable access to
Buyer’s employees and files to the extent necessary or appropriate to assist
Seller in preparing the report.  Buyer
shall be solely responsible and liable for all subsequently submitted reports.


7.10                           Arbitration Procedures. Except as
otherwise provided herein, any dispute between the Parties under this Article
VII shall be resolved by arbitration in Fairfax, Virginia in accordance with
the rules of the American Arbitration Association and subject to the provisions
of this Section 7.10.


(a)                                  If
good faith efforts to resolve any such dispute fail, either Party may commence
arbitration after thirty (30) days written notice of that Party’s intent to
commence arbitration.  Seller shall
appoint one arbitrator and Buyer shall appoint one arbitrator.  The two arbitrators so appointed shall select
a third arbitrator.  All arbitrators for
non-engineering disputes must be licensed attorneys.  If either Seller or Buyer fails to appoint an
arbitrator within twenty (20) days after a request for such an appointment is
made by the other Party in writing, or if the arbitrators so appointed fail
within twenty (20) days after the appointment of the second of them to agree on
a third arbitrator, the arbitrator or arbitrators necessary to complete a panel
of three arbitrators shall be



 39















appointed by the
American Arbitration Association upon application thereto by either Party.


(b)                                 The
panel so constituted shall fix a reasonable time and place for a hearing of the
dispute.  Each of the Parties shall
submit to the panel of arbitrators at the hearing such party’s proposed
resolution of the dispute, together with such supporting evidence as such Party
may desire to present to the panel of arbitrators.  The panel of arbitrators shall consider only
the proposed resolutions and evidence as presented by the Parties.


(c)                                  Within
thirty (30) days of such hearing, the panel of arbitrators shall select the
proposed resolution presented by a Party that most closely achieves the
intention of the parties as expressed in this Article VII.  The Panel must choose either the resolution
of the dispute proposed by Buyer or the resolution of the dispute proposed by
Seller.  The panel of arbitrators is not
empowered to select a compromise of any kind between either proposal.  If more than one dispute is between the
arbitrators at any one time, the arbitrators shall resolve each such dispute
independently of the other dispute.


(d)                                 The
action of a majority of the members of the panel of arbitrators shall govern
and their decision in writing shall be final and binding on the Parties.


(e)                                  All
arbitrators appointed under this procedure shall be disinterested individuals
who are not and never have been officers, directors, employees, consultants, or
attorneys of Seller or of Buyer or of any of Seller’s or Buyer’s Affiliates.  Such individuals must be experienced in the
environmental aspects of the petroleum and chemical industries and competent to
pass judgment on the issues in dispute. 
The losing Party shall bear all reasonable and customary fees and
expenses (Seller’s and Buyer’s) of the entire arbitration process.


7.11                     Environmental Notices. Except as
otherwise stated in this Article VII, all notices or correspondence required or
permitted to be given under this Article VII shall



 40
 









be in
writing.  Notices may be given in person,
or may be sent by nationally-recognized overnight courier, registered or
certified mail (postage prepaid and return receipt requested) or facsimile with
written confirmation to the party to be notified at the following address:


	
   

  	
  If to Seller:

  	
  ExxonMobil Oil
  Corporation

  
	
   

  	
   

  	
  c/o Exxon Mobil
  Corporation

  
	
   

  	
   

  	
  Global
  Remediation

  
	
   

  	
   

  	
  Attn: Global
  Major Projects Manager

  
	
   

  	
   

  	
  3225 Gallows
  Road

  
	
   

  	
   

  	
  Fairfax, VA
  22037

  
	
   

  	
   

  	
  703/846-6051
  Telephone

  
	
   

  	
   

  	
  703/846-5298
  Facsimile

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Buyer:

  	
  Global Companies
  LLC

  
	
   

  	
   

  	
  Attn: Senior
  Vice President – Terminal and Operations

  
	
   

  	
   

  	
  800 South
  Street, Suite 200

  
	
   

  	
   

  	
  Waltham, MA
  02454

  
	
   

  	
   

  	
  781-398-4368
  Telephone

  
	
   

  	
   

  	
  781-398-4160
  Facsimile

  



 


Either Party may
change its address or facsimile number by providing written notice to the other
at least ten (10) days prior to the effective date of such change.  Notices given in accordance with this Article
VII shall concern only those matters governed by this Article VII. Notices
given in accordance with this Section 7.11 shall be deemed to have been
given:  (a) at the time of delivery when
delivered personally; (b) upon receipt when sent by nationally-recognized
overnight courier, registered or certified mail (postage prepaid and return
receipt requested); or (c) upon completion of successful transmission when sent
by facsimile (unless transmission is completed outside recipient’s normal
working hours, in which case such notice shall be deemed given at the start of
recipient’s next business day). Any notice required or permitted to be given
under any other Article of this Agreement shall be separated from Article VII
notices, and shall be given in accordance with Section 15.5 of this Agreement.



 41
 









ARTICLE
VIII


CONDITIONS
PRECEDENT TO CLOSING


8.1                                 Obligation of Buyer to Close.  The obligation of Buyer to consummate the
purchase of the Terminals on the Closing Date is subject to (i) the
satisfaction of the following conditions on or prior to the Closing Date and/or
(ii) Buyer’s written waiver of any such conditions as remain unsatisfied as of
the Closing Date:


(a)                                  Accuracy of Representations.  All representations and warranties made by
Seller in this Agreement shall be true and correct in all material respects as
of the date hereof and as of the Closing Date;


(b)                                 No Default.  Seller shall have complied in all material
respects with each covenant and agreement to be performed by Seller under this
Agreement by or on the Closing Date;


(c)                                  Disclosure.  Buyer shall have received from Seller all
Environmental Documents received or generated by Seller or its Affiliates after
the date of this Agreement and prior to the Closing Date;


(d)                                 Agreements.  Seller shall have executed, or is prepared to
execute or cause the execution of simultaneously with Closing, all documents
and agreements provided for in this Agreement, including the documents and
agreements listed in Sections 4.2 and 4.4;


(e)                                  Required Consents. The Parties
shall have obtained the consent (if required) of any applicable Government
Authority to the assignment to and the assumption by Buyer of any assignable
Permit and Environmental Permit, the novation of all Material Contracts, under
which Buyer assumes Seller’s rights and obligations and Seller is released from
any and all such obligations, and Buyer shall have negotiated a new union
contract with respect to the Albany Terminal employees and the Newburgh
Terminal employees.



 42
 









(f)                                    Transfer of Documents.  Seller has delivered, or is prepared to
simultaneously deliver to Buyer at Closing, all Books and Records, as stated in
Section 2.1(e) of this Agreement;


(g)                                 Defects in Title.  Any un-permitted Title Objections shall be
resolved in accordance with the provisions of Section 11.3, and Buyer shall not
have terminated this Agreement under Section 11.3;


(h)                                 Title Commitment.  Buyer shall have received the Title
Commitment described in Section 11.1;


(i)                                     No Termination. Buyer shall not
have terminated this Agreement under Section 14.2;


(j)                                     Hart Scott Rodino.  Seller and Buyer shall have filed (in
accordance with Section 15.23), and  received all
necessary approvals or clearances, under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.


8.2                                 Obligation of Seller to Close.  The obligation of Seller to consummate the
sale of the Terminals on the Closing Date shall be subject to (i) the
satisfaction of the following conditions on or prior to the Closing Date and/or
(ii) Seller’s written waiver of any such conditions as remain unsatisfied as of
the Closing Date:


(a)                                  Accuracy of Representations.  All representations and warranties made by
Buyer in this Agreement shall be true and correct in all material respects as
of the date hereof and as of the Closing Date;


(b)                                 No Default.  Buyer shall have complied in all material
respects with each covenant and agreement to be performed by Buyer under this
Agreement by or on the Closing Date;


(c)                                  Agreements.  Buyer shall have executed, or is prepared to
execute simultaneously with Closing, all documents and agreements provided for
in this Agreement to be signed by Buyer, including the documents and agreements
listed in Sections 4.3 and 4.4; and



 43
 









(d)                                 Required Consents.  The Parties shall have obtained the consent
(if required) of any applicable Government Authority to the assignment to and
the assumption by Buyer of any assignable Permit and Environmental Permit, and
the novation of all Material Contracts, under which Buyer assumes Seller’s
rights and obligations and Seller is released from any and all such
obligations.


(e)                                  Hart
Scott Rodino.  Buyer and Seller
shall have filed (in accordance with Section 15.23), and  received
all necessary approvals or clearances, under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.



 44
 









ARTICLE
IX


INDEMNIFICATION


9.1                                 Definitions.    As used in this Article IX, “Loss” shall mean any claim, liability, obligation, expense,
cost or other damage or loss (including without limitation, reasonable
attorneys’ and consultants’ fees), fine or penalty.  “Loss” shall also include in each instance,
but shall not be limited to, all reasonable costs and expenses of investigating
and defending any claim or any order, directive, final judgment, compromise,
settlement, fine, penalty, court costs or proceeding arising at any time under
or from any Government Authority, including all reasonable costs and expenses
and court costs incurred in the enforcement of rights under this Article
IX.  “Loss” shall not include any
special, consequential, indirect or loss of profit damages or any Loss for
which one Party has assumed responsibility or agreed to indemnify the other
Party under Article VII of this Agreement.


9.2                                 Indemnification By Seller.  From the Closing Date, in addition to all
other obligations of Seller to Buyer set forth in this Agreement, Seller shall
indemnify, defend and hold harmless Buyer, Buyer’s Affiliates and their
respective directors, officers, employees, representatives, successors and
assigns from and against any Loss resulting from, related to, or arising out
of:


(a)                                  Any
Loss for which Seller has assumed responsibility or agreed to indemnify Buyer
under Article VII; or


(b)                                 the
breach by Seller (or any shareholder, officer, director, employee of Seller) of
any representation, warranty or covenant contained in this Agreement, in any
Exhibit or Schedule to this Agreement, or in any document, instrument, agreement
or certificate delivered under this Agreement; provided that Seller shall have
no indemnification obligation for any such Loss if Seller has not received a
claim from Buyer (specifying in reasonable detail the basis for such Loss)
within one year following the Closing Date.



 45
 









9.3                                 Indemnification By Buyer.  From and after the Closing Date, in addition
to all other obligations of Buyer to Seller set forth in this Agreement, Buyer
shall indemnify, defend and hold harmless Seller, Seller’s Affiliates and their
respective directors, officers, employees, representatives, successors and
assigns from and against any Loss resulting from, related to, or arising out
of:


(a)                                  Buyer’s
ownership or operation of all or any part of the Terminals after Closing,
except for any Loss for which Seller has assumed responsibility or agreed to
indemnify Buyer under Article VII; or


(b)                                   The breach by Buyer or any Affiliate of Buyer
(or any shareholder, officer, director, employee of Buyer or such Affiliate) of
any representation, warranty or covenant contained in this Agreement, in any
Exhibit or Schedule to this Agreement, or in any document, instrument,
agreement or certificate delivered under this Agreement; provided that Buyer
shall have no indemnification obligation for any such Loss if Buyer has not
received a claim from Seller (specifying in reasonable detail the basis for
such Loss) within one year following the Closing Date.


9.4                                 Conflict.  In the event of any conflict or ambiguity in
the language of this Article IX, or any other portion of this Agreement, with
the language of Article VII, the Parties agree that Article VII language shall
be controlling.


9.5                                 Procedures.


(a)                                  Notice and Tender.  In the event that any officer or registered
agent of either Party hereto receives actual notice of any written claim by a
third person giving rise to a right of indemnification of such Party under this
Article IX (the “Indemnitee”), such Indemnitee shall, within sixty (60) days
after receipt of such notice, give written notice thereof to the other Party
hereto responsible for such indemnification (the “Indemnitor”) setting forth
the facts and circumstances giving rise to such claim for indemnification and
shall tender the defense of such claim to the Indemnitor.  If the Indemnitee fails to give such notice
and tender such defense within such 60-day period,



 46
 









the Indemnitee
shall be solely responsible for any Loss with respect to such claim to the
extent they are attributable to such failure; but failure to give such notice
and tender such defense within such 60-day period shall not result in a
forfeiture or waiver of any rights to indemnification for any Loss with respect
to such claim to the extent they are not attributable to such failure.


(b)                                 Defense of Claims.  The Indemnitor shall select (subject to the
Indemnitee’s reasonable approval) the attorneys to defend any matter subject to
indemnification and/or taking all actions necessary or appropriate to resolve,
defend, and/or settle such matters, and shall be entitled to contest, on its
own behalf and on the Indemnitee’s behalf, the existence or amount of any
obligation, cost, expense, debt or liability giving rise to such claim. Nothing
in this Section 9.5(b) should be construed as prohibiting the Indemnitee from
participating in the defense (which may include hiring its own counsel) in any
matter subject to indemnification, as long as the Indemnitee does so at its own
expense.  The Indemnitor shall keep the
Indemnitee fully and timely informed as to actions taken on such matters. The
Indemnitee shall cooperate fully with the Indemnitor and its counsel and shall
provide them reasonable access to the Indemnitee’s employees, consultants,
agents, attorneys, accountants, and files to the extent necessary or
appropriate to defend or resolve the matter, the Indemnitor reimbursing the
Indemnitee with respect to the cost of any such access.   With respect to any matter for which a Party
has an indemnification and/or defense obligation under this Agreement, the Parties
shall maintain a joint defense privilege, where applicable, in connection with
such matters for the Party’s post-Closing communications and those of their
respective Affiliates and Authorized Representatives, which post-Closing
communications concern the matters subject to such indemnification and/or
defense obligation.


(c)                                  Allocation of Indemnification Liability.  When any Loss for which indemnification is
provided under this Article IX results from, relates to, or arises out of



 47
 









the conduct of
both Seller and Buyer, the Parties shall indemnify each other in proportion to
their respective share of such Loss.


ARTICLE X


SURVIVAL


10.1                           Representations and Warranties.  All representations and warranties made in
this Agreement, in any Exhibit or Schedule to this Agreement, or in any
document, instrument, agreement or certificate delivered under this Agreement
will survive until one year after Closing. 
At the end of such survival period set forth above, such representations
and warranties shall terminate and have no further force and effect.


10.2                           Covenants.  Unless otherwise specified in this Agreement,
the Parties obligations under the following sections and articles will survive
the Closing of this transaction and delivery of the deed:  Articles I, VII, IX, X, XII, XIII and XV,
Sections 2.4 (d) and (e), 3.1, 3.3, 3.4 and 11.3.


ARTICLE
XI


TITLE
COMMITMENT; SURVEY; RISK OF LOSS


11.1                           Title Insurance.  Buyer will furnish and pay the premium for a
standard title insurance policy issued by the Title Company in an amount equal
to the portion of the Purchase Price that is allocated to the Real Property and
Improvements, naming Buyer as the proposed insured.  Subject to Permitted Title Exceptions, copies
of which shall be provided to Buyer within ten (10) days after the Effective
Date, Seller shall deliver to Buyer at the Closing title insurable by the Title
Company at standard rates.  Any
abstracting, title certification, and charges for title examination will be at
Buyer’s expense.  Buyer shall cause the
Title Company to deliver to Buyer, with a copy to



 48
 









Seller, a title commitment setting forth the status of title to the
Property on or before the thirtieth (30th) day following the Effective Date
(the “Title Commitment”).


11.2                           Survey.  Buyer
shall cause to be prepared at its expense a current ALTA land title survey of
the Property (“Survey”), by a duly licensed land surveyor and professional
engineer satisfactory to the Title Company. 
The Survey shall be completed within thirty (30) days after the
Effective Date.  Upon completion of the
Survey, Buyer shall deliver promptly three (3) prints thereof to Seller and at
least one (1) print to the Title Company. 
The Survey will (i) show the location of all streets, roads, railroads,
creeks or other water courses, fences, easements, rights-of-way and other
encumbrances or encroachments on or adjacent to the Property, including all of
the title matters shown on the Title Commitment and (ii) set forth a certified
legal description of the Property.


11.3                           Title Objections.  Within fifteen (15) days after receiving the
later of the Title Commitment or the Survey, Buyer shall notify Seller if the
Title Commitment or Survey reveals any liens, encumbrances, claims or
exceptions (including, without limitation, any matters set forth on Schedule
5.4) that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections”).  If Seller is unable or unwilling to cure any
Title Objections, Seller will provide written notice thereof to Buyer within
fifteen (15) days following receipt of notice of Title Objections from Buyer
and Buyer shall have the right, at its option, by written notice to Seller
within fifteen (15) days following receipt of Seller’s written notice, either
(i) to terminate this Agreement and obtain a refund of the Earnest Money and
all interest thereon, after which both Parties shall be relieved and discharged
of any rights, liabilities or obligations hereunder, or (ii) to waive such
defect and proceed to Closing.  Buyer’s
failure to exercise the right to terminate within the said fifteen (15) day
period shall constitute a waiver of Buyer’s right to terminate with respect to
such title matters.  However, if Seller
elects to cure the Title Objections (although Seller will have no such
obligation to do so), Seller shall provide Buyer with notice of its



 49
 









intention to cure same within the fifteen (15) days aforesaid and Seller
shall have an opportunity, at its expense, to remove such Title Objections
within sixty (60) days following receipt of written notice from Buyer
identifying the Title Objections (the “Title Cure Period”).  In no event shall Seller have any obligation
to commence litigation or to incur costs in excess of One Thousand Dollars
($1,000.00) to cure or remove any Title Objections.  If Seller is unable to cure any Title
Objections within the Title Cure Period that, in the reasonable opinion of the
Title Company or Buyer, must be cured in order to deliver good and marketable
title, Buyer may, as its sole and exclusive remedy, and upon written notice to
Seller within fifteen (15) days after expiration of the Title Cure Period,
terminate this Agreement, in which event the Earnest Money shall be fully
refunded to Buyer.  Any changes to the
Title Commitment or the Survey prior to the Closing and subsequent to the Buyer’s
receipt of the Title Commitment or the Survey will be subject to the Title
Objections procedures of this Section 11.3, commencing as of the date Buyer
obtains knowledge of such material change.


11.4                           Risk of Loss. Risk
of loss with respect to the Terminals shall be borne by Seller until
Closing.  The risk of loss of the
Terminals shall pass to the Buyer at Closing.


ARTICLE
XII


FURTHER
ASSURANCE


From time to time
after Closing, Seller and Buyer shall, upon request of the other and without
further consideration, execute, acknowledge and deliver such further
instruments of transfer, conveyance or assumption and such other documents as
Seller or Buyer may reasonably request more effectively to vest in Buyer the
right and title to, interest in and enjoyment of, the Terminals or to carry out
the transactions and agreements contemplated by this Agreement.



 50
 









ARTICLE
XIII


COSTS AND
EXPENSES


13.1                           Brokerage Commissions.  Neither of the Parties nor, where applicable,
any of their respective shareholders, officers, directors, or employees, has
employed or will employ any broker, agent, finder or consultant or has incurred
or will incur any liability for any brokerage fees, commissions, finders’ fees
or other fees in connection with the negotiation or consummation of the
transactions contemplated by this Agreement.


13.2                           Closing Adjustments.  The following items shall be paid, prorated,
or adjusted as of the Closing Date in the manner hereinafter set forth:


(a)                                  All
real estate Taxes, as well as Taxes assessed on each Terminal Inventory, due
and owing on or before the Closing Date, all penalties and interest thereon,
and all special assessments affecting the Terminals, whether payable in
installments or not, shall be paid in full by Seller.


(b)                                 Current
real estate Taxes, assessments and charges shall be prorated as of the Closing
Date upon the tax year of the applicable taxing authority, without regard to
when said Taxes are payable, so that the portion of current Taxes allocable to
the period from the beginning of such year to the Closing Date shall be the
responsibility of Seller and the portion of the current Taxes allocable to the
portion of such year from the Closing Date to the end of such year shall be the
responsibility of Buyer.


(c)                                  Seller
shall be responsible for the cost of Terminals utilities up to Closing and Buyer
shall be responsible for such costs thereafter. 
Seller shall cooperate with Buyer in transferring all utility accounts
to Buyer’s name effective as of the Closing.


(d)                                 Buyer
shall bear and pay all title insurance premiums and charges.


(e)                                  Buyer
shall bear and pay all realty transfer fees, recording costs and Taxes
associated with the conveyance of the Real Property, the Improvements and the
Personal Property.



 51
 









(f)                                    Seller
and Buyer shall each pay their own respective legal fees and expenses and the
cost of performance of their respective obligations hereunder.


(g)                                 All
amounts due Seller under any assignable Revenue-Generating Contract shall be
prorated as of the Closing Date upon the payment cycle established under such
Revenue-Generating Contract so that the portion the amounts due Seller from the
beginning of such payment cycle to the Closing Date will be credited to Seller
at Closing.


(h)                                 The
Parties shall make all other adjustments necessary to effectuate the intent of
the Parties as set forth in this Agreement.


13.3                           Timing of Adjustments.  All monetary adjustments necessary to achieve
the allocations specified in Section 13.2, to the extent reasonably
practicable, shall be made at the Closing. 
To the extent any such adjustments cannot be made at the Closing, the
same shall be made after the Closing as and when complete information becomes
available.  Seller and Buyer agree to
cooperate and to use their best efforts to complete such adjustments no later
than thirty (30) days after the Closing Date.


ARTICLE
XIV


CASUALTY
AND CONDEMNATION 


14.1                           Notice of Fire Casualty or Condemnation.  In the event that after the date of this
Agreement and prior to the Closing:


(a)                                  Any
material portion of the Terminals are damaged or destroyed by fire or other
casualty (a “Casualty”), or


(b)                                 Seller
receives written notice of any action, suit or proceeding, or threatened or
contemplated action, suit or proceeding, to condemn or take all or any material
part of the Terminals by eminent domain (a “Condemnation”), Seller shall
immediately notify Buyer of the Casualty or Condemnation.  In the event of a Casualty, Buyer must (i)
retain an insurance adjuster mutually satisfactory to Buyer and Seller



 52
 









within fifteen
(15) days after Buyer’s receipt of Seller’s notice to determine the extent of
the Casualty, and (ii) initiate negotiations with Seller to discuss an adjusted
Purchase Price for the Terminals if Buyer contemplates making the election in
Section 14.2(a) below.  If Buyer
initiates such negotiations, Buyer and Seller shall negotiate in good faith to
try to agree upon an adjusted Purchase Price.


14.2                           Buyer’s Election.  Buyer must elect one of the following options
and give written notice to Seller of such election within (i) fifteen (15) days
after the insurance adjuster’s written determination in the case of a Casualty,
or (ii) thirty (30) days after Buyer’s receipt of Seller’s notice of
Condemnation in the case of a Condemnation:


(a)                                  Purchase
the Terminals in accordance with Article IV of this Agreement at an adjusted
Purchase Price agreed upon by Buyer and Seller before Buyer makes this
election; or


(b)                                 Terminate
this Agreement.


14.3                           Exclusive Remedy.  Notwithstanding any provision to the contrary
contained herein, the remedies provided to Buyer under Section 14.2(a) and (b) constitute
Buyer’s exclusive remedies in connection with the circumstances described
therein.


ARTICLE
XV


GENERAL;
ADDITIONAL COVENANTS


15.1                           Termination.  If this Agreement is terminated by Seller or
by Buyer as a matter of right or as permitted under this Agreement, such
termination shall be without liability of either Party to the other, or to any
of their shareholders, affiliates, directors, officers, employees, agents,
consultants or representatives except that Seller’s obligation under
Section 9.2 and Buyer’s obligation under Section 9.3(b) shall remain in full
force and effect.  If either Party (the “Non-Defaulting
Party”) terminates this Agreement because the other Party (the “Defaulting
Party”) fails to perform any



 53
 









covenant,
obligation or agreement contained in this Agreement, the Defaulting Party shall
be fully liable for any and all damages, costs and expenses (including, but not
limited to, reasonable attorneys’ fees) sustained or incurred by the
Non-Defaulting Party; provided, however, neither Party shall be liable to the
other for punitive, indirect, consequential or special damages.


15.2                           Specific Performance .The Parties
agree that a Party would be irreparably injured if the other Party breaches any
of its obligations under this Agreement. Accordingly, the non-breaching Party
is entitled to an injunction and specific enforcement of this Agreement, in
addition to any other remedy available at law or in equity.


15.3                           Entire Agreement.  This Agreement, including all of the Exhibits
and Schedules hereto, constitutes the entire understanding between the Parties
with respect to the subject matter contained herein and supersedes any prior
understandings, negotiations or agreements, whether written or oral, between
them respecting such subject matter.


15.4                           Headings.  The headings in this Agreement are for
convenience of reference only and shall not affect its interpretation.


15.5                           Notices.  Except for notices required under Article VII
of this Agreement, all notices or other correspondence required or permitted to
be given under this Agreement shall be in writing and addressed to the Party to
be notified at the address listed in this Section 15.5.  Notice shall be given in person, or shall be
sent by nationally-recognized overnight courier, registered or certified mail
(postage prepaid and return receipt requested) or facsimile with written
communication to the Party to be notified at the following address:



 54
 









 


	
  Seller:

  	
  Buyer:

  	
   

  
	
   

  	
   

  	
   

  
	
  Mail: ExxonMobil
  Oil Corporation

  	
   

  	
  Mail:
  Global Companies LLC

  
	
  c/o Mobil Pipe Line Company

  	
   

  	
  800 South
  Street, Suite 200

  
	
  3225 Gallows
  Road

  	
   

  	
  Waltham, MA
  02454

  
	
  Fairfax, VA
  22037

  	
   

  	
  Attn: Senior
  Vice President —

  
	
  Attn: Northern
  Operations Manager

  	
   

  	
  Terminals and
  Operations

  
	
   

  	
   

  	
   

  
	
  Facsimile:
  703-846-5955

  	
   

  	
  Facsimile: 781-398-4160

  
	
  Phone:
  703-846-5257

  	
   

  	
  Phone:      
  781-398-4368

  



 


Either Party may
change its address or facsimile number by providing written notice to the other
at least ten (10) days prior to the effective date of such change.  Notices given in accordance with this Section
15.5 shall be deemed to have been given: 
(a) at the time of delivery when delivered personally; (b) upon receipt
when sent by nationally-recognized overnight courier, registered or certified
mail (postage prepaid and return receipt requested); or (c) upon completion of
successful transmission when sent by facsimile (unless transmission is
completed outside recipient’s normal working hours, in which case such notice
shall be deemed given at the start of recipient’s next business day). Notices
given in accordance with this Section 15.5 shall concern only those matters not
governed by Article VII and shall be separated from Article VII notices, which
are governed by Section 7.13 of this Agreement.


15.6                           Exhibits and Schedules.  Each Exhibit and Schedule referred to in this
Agreement is incorporated into this Agreement by such reference.


15.7                           Severability.  If any provision of this Agreement is held
illegal, invalid or unenforceable, such illegality, invalidity or unenforceability
will not affect any other provision hereof. 
This Agreement shall in such circumstances be deemed modified to the
extent necessary to render enforceable the provisions hereof.


15.8                           Waiver.  The failure of any Party to insist upon
strict performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.



 55
 









15.9                           Assignment.  Except for the assignment rights specified in
Section 4.2 and in this Section 15.9, neither Party may assign this Agreement without
the prior written consent of the other Party, which consent shall not be
unreasonably withheld. Seller may assign this Agreement to an affiliate or any
entity into which it is merged or combined. 
Any assignment of this Agreement, by operation of law or otherwise,
shall not relieve the assignor of any obligations hereunder.  Any assignment made in violation of this
Section 15.9 shall be void.


15.10                     Parties in Interest; No Third Party Beneficiary.  This Agreement shall inure to the benefit of
and be binding upon Buyer and Seller and their respective successors and
permitted assigns.  Except as otherwise
provided herein, nothing in this Agreement will be construed as conferring upon
any person or entity other than Buyer and Seller, and their respective
successors in interest and permitted assigns, any right, remedy or claim under
or by reason of this Agreement.


15.11                     Governing
Law.  This Agreement and the
rights and obligations of the parties hereunder shall be governed by, and shall
be construed and enforced in accordance with, the internal law of the state of
New York (including without limitation section 5-1401 of the General
Obligations Law of the State of New York), without regard to conflicts of laws
principles thereof that would result in application of substantive laws of any
other state.


15.12                     Choice of Forum.  Where
Federal subject matter or diversity jurisdiction exists with respect to a
dispute which the Parties cannot themselves amicably resolve, the Parties
designate the United States District Court for the Southern District of New
York, as the exclusive forum for the resolution of that dispute and submit
themselves and the dispute to the jurisdiction of that Court.  Where Federal subject matter or diversity
jurisdiction in respect of such dispute does not exist, the Parties designate
the Supreme Court of the State of New York, County of New York, as the
exclusive forum



 56
 









for the resolution
of that dispute and submit themselves and the dispute to the jurisdiction of
that Court.


15.13                     WAIVER OF
JURY TRIAL.  EACH PARTY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OF THE OTHER PARTY. 
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO
THIS AGREEMENT.


15.14                     Commercially Reasonable Efforts; Time of Essence.  Except as otherwise specifically provided
herein, Buyer and Seller shall each use commercially reasonable efforts to
satisfy the conditions to Closing and otherwise consummate the transactions
contemplated by this Agreement as promptly as practical.  Time is of the essence with respect to the
Closing of this Agreement.


15.15                 Amendments.


(A)                              This
Agreement may be amended only by a written instrument that is duly executed by
both Parties.


(B)                                Updates to Exhibits and Schedules.  SELLER will update the Exhibits and
Schedules to this Agreement between the signing of this Agreement and the
Closing on a regular basis for the purpose of making them true and correct;
provided, however, that for the purpose of determining whether SELLER’S
obligations pursuant to Section 14 (B) have been satisfied, no such update by
SELLER to the Exhibits and Schedules shall be considered binding unless
expressly accepted and approved by BUYER.



 57
 









15.16                     Counterparts.  This Release Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original but all
of which shall be considered one and the same instrument.


15.17                     Public Announcements.  The Parties agree that there shall be no
press releases or other announcements prior to Closing without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld, except to the extent required by applicable laws, rules, or
regulations.  If either Party determines
that a press release is required or desired, they will so notify the other in
writing and shall consult with each other with regard to the same.  The Parties further agree to consult with
each other on all press releases and announcements issued at or after Closing
concerning the transactions contemplated by this Agreement.


15.18                     Transition Assistance.  For a period of ninety (90) days after
Closing, at Buyer’s reasonable request, Seller shall assist, at no charge,
Buyer in connection with a reasonably orderly transition of the operation of
the Terminals.


15.19                     Taxes.  After the Closing Date, if Buyer receives a
bill for Taxes assessed against the Terminals or each Terminal Inventory that
includes Taxes for taxable years or taxable periods on or before the Closing
Date (including Taxes assessed for portions of taxable years or periods on or
before the Closing Date), Buyer shall pay the bill and invoice Seller for all
such Taxes relating to periods prior to the Closing Date.  Seller shall promptly reimburse Buyer upon
receipt of such invoice.  After the
Closing Date, if Seller receives a bill for Taxes assessed against the
Terminals or each Terminal Inventory that includes Taxes for taxable years or
taxable periods after the Closing Date (including Taxes assessed for portions
of taxable years or taxable periods after the Closing Date), Seller shall
forward the bill to Buyer for payment.


15.20                     Confidentiality.  The Parties acknowledge that they are bound
by the terms of the Confidentiality Agreement dated June 6, 2006 between Seller
and Buyer and hereby extend the term of such Confidentiality Agreement so that
it will expire three



 58
 









years after the
Closing Date. In addition, Seller and Buyer agree that they will keep
confidential and not disclose to any non-Affiliated third party (other than
those subject to a comparable confidentiality agreement) any of the terms or
provisions of this Agreement for a period of three years after the Closing
Date, except for disclosure of information that:


(a)                                  is
or becomes publicly available by other than unauthorized disclosure;


(b)                                 is
required by the rules and regulations of the US Securities and Exchange
Commission; or


(c)                                  is
made pursuant to the requirement or request of a Government Authority of
competent jurisdiction to the extent such disclosure is required by an
applicable law or Order, and sufficient notice is given by the disclosing Party
to the other Party to permit the other Party to seek an appropriate protective
order or exemption from such requirement or request, if it so desires.  If such protective order or other remedy is not
obtained, or if the other Party waives compliance with the provisions of this
Section 15.20 for this purpose, the disclosing Party shall furnish only that
portion of the information that is legally required and will exercise its best
efforts to obtain reliable assurance that confidential treatment will be
accorded the information by the Government Authority.


15.21                     No Presumption Against Drafter.  Buyer and Seller have each fully participated
in the negotiation and drafting of this Agreement.  If an ambiguity, question of intent or
question of interpretation arises, this Agreement must be construed as if
drafted jointly, and there must not be any presumption, inference or conclusion
drawn against either Party by virtue of the fact that its representative has
authored this Agreement or any of the terms of it.


15. 22                  Right of First Refusal.   If Buyer elects to terminate the Terminaling
Services Agreement with respect to any Terminal because it has received an
offer to



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purchase such
Terminal, Buyer shall include in the notice of termination information
describing the substance of the terms and conditions of that offer, and Seller
will have ninety (90) days after receipt of the notice within which to match
the offer to purchase the Terminal or agree to purchase the Terminal under the
same terms as the offer to purchase the Terminal, except that the consideration
for such purchase may be an amount of cash that matches or exceeds the total
consideration contained in the offer to purchase the Terminal. If Seller, timely
and properly exercises its right of first refusal, Seller shall purchase
Terminal from Buyer under the same terms and conditions contained in the offer
received by Buyer.  If Seller does not
exercise its right of first refusal in a timely manner, Buyer may proceed to
sell the Terminal to the party who made the original offer. Seller’s Right of
First Refusal shall apply to any offer to purchase the Terminal received by
Buyer within one hundred eighty (180) days before or after termination of the
Terminaling Services Agreement with respect to any Terminal due to a decision
of Buyer to close the Terminal(s).


15.23                     Hart-Scott Rodino Filing Requirements.  Within
thirty (30) days after execution of this Agreement, SELLER and BUYER shall file
or cause to be filed with the Federal Trade Commission and the United States
Department of Justice any notifications required to be filed under the
Hart-Scott-Rodino Act and the rules and regulations promulgated thereunder with
respect to the transactions contemplated herein.  SELLER and BUYER shall consult with each
other as to the appropriate time for filing such notifications, shall agree
upon the timing of such filings and shall, respond promptly to any requests for
additional information made by either of such agencies.  BUYER shall pay the filing fees under the HSR
Act, and shall receive a credit of 50% of such filing fees against the Purchase
Price at Closing.  BUYER and SELLER shall
each bear their respective costs for the preparation of any filing.  SELLER and BUYER shall use commercially
reasonable efforts to cause any waiting period under the HSR Act with respect
to the transactions contemplated herein to expire or terminate at the



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earliest possible time. 
Notwithstanding anything in this Agreement to the contrary, nothing in
this Agreement shall require BUYER or SELLER or any of their respective
Affiliates to sell, hold separate or otherwise dispose of or conduct its
business in a specified manner, or agree to sell, hold separate or otherwise
dispose of or conduct its business in a specified manner, or permit the sale,
holding separate or other disposition of, any assets of the BUYER or SELLER or
their respective Affiliates, whether as a condition of obtaining any approval
from a Governmental Authority or any other Person or for any other reason.


[Signature
page follows.]



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IN WITNESS
WHEREOF, the Parties have executed this Terminals Sale and Purchase Agreement
as of the date first above written.


	
  

  	
  EXXONMOBIL
  OIL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL
  COMPANIES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


[Signature
Page To Terminals Sale and Purchase Agreement Between 

ExxonMobil Oil Corporation and Global Companies LLC, dated March 16, 2007]



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