**Exhibit 10.1**

**TERMINALSSALE AND PURCHASE AGREEMENT**

**BETWEEN**

**EXXONMOBILOIL CORPORATION,**

**SELLER**

**AND**

**GLOBALCOMPANIES LLC,**

**BUYER**

**Albany,NYBurlington, VTNewburgh, NY**

 

**TERMINALS**

**March 16,2007**

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| ***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**   |

 

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| ***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**   |

 

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| ***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**   |

 

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**EXHIBITSAND 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                                                     |

 

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| 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 |

 

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**TERMINALSSALE AND PURCHASE AGREEMENT**

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

**PRELIMINARYSTATEMENTS**

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

**TERMS OFAGREEMENT**

 Seller and Buyer therefore agree as follows:

**ARTICLE I**

**DEFINITIONS**

The followingterms shall have the meanings set forth below for all purposes of thisAgreement:

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 controlwith, such Party.  The term “control”(including the terms “controlled by” and “under common control with”) as usedin the preceding sentence 

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means thepossession, directly or indirectly, of the power to direct or cause thedirection of management and policies.

1.2                              “AlbanyTerminal” has the meaning provided in Section 2.1.

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

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

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

1.6                              “Booksand 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                              “BurlingtonTerminal” has the meaning provided in Section 2.1.

1.10                        “BuyerBenefit Plans” has the meaning specified in Section 3(b) of Exhibit P (“Conditionsof 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                        “ClosingDate” has the meaning specified in Section 4.1.

1.15                        “Code” hasthe meaning specified in Section 3.4.

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

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

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

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1.19                        “Damages”means any and all obligations, liabilities, damages (including, withoutlimitation, 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 ordeath arising from exposure to Regulated Substances), costs and expenses(including, without limitation, accountants’ fees, attorneys’ fees, fees ofengineers, health, safety, environmental and other outside consultants andinvestigators, 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 orfuture, ascertained or unascertained, known or unknown, suspected orunsuspected, absolute or contingent, liquidated or unliquidated, choate orinchoate or otherwise.

1.20                        “DefaultingParty” has the meaning specified in Section 15.1.

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

1.22                        “EligibleEmployees” has the meaning specified in Section 1(a) of Exhibit P (Conditionsof Employment”).

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

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

1.25                        “EnvironmentalLaw” or “Environmental Laws” means any and all applicable common law, statutesand regulations, of the United States, the State of New York (Albany andNewburgh Terminals), the State of Vermont (Burlington Terminal), and local andcounty areas concerning the environment, preservation or reclamation of naturalresources, natural resource damages, human health and safety, prevention orcontrol 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 threatenedRelease of Regulated Substances, including without limitation, theComprehensive Environmental Response, Compensation, and Liability Act (42U.S.C. §9601 et seq.), the Hazardous Material Transportation Authorization Actof 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 PollutionAct of 1990 (33 U.S.C. §2701 et seq.), the Clean Air Act (42 U.S.C. §7401 etseq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), the SafeDrinking Water Act (42 U.S.C. §300(f) et seq.), the Emergency Planning andRight-To-Know Act of 1986 (42 U.S.C. §11101 et seq.), the Endangered 

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Species Act of1973 (16 U.S.C. §1531 et seq.), the Lead-Based Paint Exposure Reduction Act (15U.S.C. §2681 et seq.), and the National Environmental Policy Act of 1969 (42U.S.C. §4321 et seq.), and all State of New York and Vermont laws and, countyand local laws of a similar nature to federal law, and the rules andregulations promulgated thereunder, each as amended and, unless otherwiseprovided in this Agreement, in effect as of the Closing Date.

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

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

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

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

1.30                        “GovernmentalEnvironmental Enforcement Action” means any order, settlement agreement,consent decree, directive, notice of violation, notice of enforcement, letterof notice, notice of noncompliance, corrective action, or similar type of legalrequirement or instrument that is issued by, entered into with, or otherwiserequired by a Governmental Authority with respect to an actual or allegednoncompliance 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                        “IndemnityLetter 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                        “MaterialContracts” means all material contracts to which Seller is a party relatingsolely to the Terminals, which contracts are described in Schedule 5.9.  The term “Material Contracts” does notinclude any contracts between Seller and one or more of Seller’s Affiliates, orany revenue-generating contracts related to the Terminals, including, but notlimited to, terminaling or throughput agreements, exchange agreements, andlease agreements.

1.37                        “NewburghTerminal” has the meaning provided in Section 2.1

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

1.39                        “Non-Materialor 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 thisAgreement and not considered On-Site.

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

1.43                        “Off-SiteRemediation Activities” means any Remediation Activities with respect to theTerminals 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 ordecree of any Governmental Authority having jurisdiction over the matter andstill in effect as of the Closing Date.

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

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

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

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

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

1.51                         “PurchasePrice” has the meaning specified in Section 3.1.

1.52                        “QualifiedIntermediary” has the meaning specified in Section 3.4.

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

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

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

1.55                        “RegulatedSubstance” means any (a) chemical, substance, material, or waste that isdesignated, classified, or regulated as “industrial waste,” “hazardous waste,” “hazardousmaterial,” “hazardous substance,” “toxic substance,” or words of similarimport, under any applicable Environmental Law; (b) petroleum, petroleumhydrocarbons, petroleum products, petroleum substances, crude oil, andcomponents, fractions, derivatives, or by-products thereof; (c) asbestos orasbestos-containing material (regardless of whether in a friable or non-friablecondition), or polychlorinated biphenyls; and (d) substance that, whether byits nature or its use, is subject to regulation under any applicableEnvironmental Law in effect at that time or for which a Governmental Authorityrequires Remediation Activities with respect to the Terminals.

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

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1.57                        “RemediationActivities” 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 anEnvironmental Condition to standards required by applicable Environmental Lawsin effect at such time or as required by an appropriate Governmental Authorityfor property used for continued bulk petroleum storage and distribution,including but not limited to maintaining any engineering controls to contain orstabilize Regulated Substances (including without limitation, caps, covers,dikes, trenches, leachate collection systems, signs, fences and accesscontrols).

1.58                        “RetainedEmployee” has the meaning specified in Section 1(a) of Exhibit P (“Conditionsof Employment”).

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

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

1.61                        “Seller’sKnowledge” 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 andassessments, however denominated, including interest, penalties or additions toany such tax that 

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may become payablewith respect thereto, whether disputed or not.

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

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

1.66                        “ThirdParty” 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                        “ThirdParty Environmental Claim” means a Proceeding by any -Third Party allegingDamages relating to or arising out of exposure to, or Off-Site migration of, aRegulated Substance (including, without limitation, Damages for Proceedingsarising under applicable Environmental Laws in connection with an EnvironmentalCondition and Damages for Remediation Activities undertaken by a Third Party atits property).  Notwithstanding anything tothe contrary in this Agreement, to the extent that Remediation Activities arerequired by Governmental Entities as a result of a Third Party EnvironmentalClaim, such Remediation Activities shall be governed by the provisions underthis Agreement dealing with Remediation Activities.

1.68                        “TitleCommitment” has the meaning specified in Section 11.1.

1.69                        “TitleCompany” means Stewart Title Guaranty Company.

1.70                        “TitleCure Period” has the meaning specified in Section 11.3

1.71                        “TitleObjections” has the meaning specified in Section 11.3.

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

**ARTICLEII**

**TERMINALS**

2.1                                 **Terminals**.  On the terms and subject to the conditions ofthis Agreement and for the consideration stated in this Agreement, at theClosing, 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 andencumbrances 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)                                  Thereal property described in Exhibits A-1, A-2, and A-3 (collectively, the “RealProperty”) containing Seller’s active petroleum products terminals in Albany,New York (‘Albany Terminal”), Burlington, Vermont (“Burlington Terminal”), andNewburgh, New York (“Newburgh Terminal”), respectively;

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

(c)                                  Alltransferable appurtenances, rights, privileges, easements, and licensesbenefiting or pertaining to the Real Property;

(d)                                 Allsupplies, spare parts, tools, drawings, plats, files, equipment, furniture, thevehicles described in Exhibits CA-1, CA-2 and CA-3 (the “Vehicles”) and otherproperty used solely in connection with the Terminals, including any ofequipment that Seller has used to conduct Remediation Activities at theTerminals before Closing, 

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

(e)                                  Thehistorical books and records relating to the Terminal’s operations that arespecified in Exhibit D-1, D-2 and D-3 (the “Books and Records”), including, butnot limited to, manuals, and any documents listed in these exhibits that arestored or maintained in electronic storage format, such as computer disks ortapes;

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

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

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

(i)                                     NYSDECConsent Order for the Albany, New York Terminal described in more detail onSchedule 5.5;

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

(a)                                  Intercompanyaccounts and contracts of Seller or its Affiliates;

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

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

(d)                                 Accountsand notes receivable;

(e)                                  Accountspayable;

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

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

(h)                                 Theimprovements, equipment or goods located at the Terminals that are not owned bySeller, which are listed on Exhibit G;

(i)                                     Anyinsurance 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 otherperson or entity, and whether such insurance policies are underwritten by oneor more of Seller’s Affiliates, or an unaffiliated third party.  Any and all such policies that, but for theClosing, would have insured the Terminals, or any part of the Terminals, aredeemed to be terminated, commuted and cancelled as of the moment of Closing;

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

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

(l)                                     Anyother property that is owned by Seller or its Affiliates and not used inconnection with the Terminals;

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

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

2.3                                 **Disclaimer**.  Buyer acknowledges that it has examined theTerminals, independently and personally. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE TERMINALS SHALL BESOLD BY SELLER AND ACCEPTED BY BUYER “AS IS, WHERE IS,” WITH ALL FAULTS KNOWNAND UNKNOWN, WITH NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS ORIMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION,DESIGN, OPERATION, CAPACITY OR OTHERWISE. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, SELLER MAKES NOREPRESENTATIONS OR WARRANTIES WITH RESPECT OR RELATED TO BUYER’S INTENDED ORACTUAL USE OF THE TERMINALS AFTER CLOSING. IN ADDITION, AND NOT BY WAY OFLIMITATION, SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THEQUALITY, ACCURACY OR COMPLETENESS OF ANY OPERATING MANUALS COVEYED AS PART OFTHE TERMINALS’ BOOKS AND RECORDS.  BUYER’SSUBSEQUENT USE OF SUCH MANUALS WILL BE AT BUYER’S OWN RISK AND BUYER RELEASESSELLER FROM ANY LOSS, LIABILITY, OR DAMAGE ARISING FROM, ASSOCIATED WITH, ORRELATED 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, andSPCC Plan to its company name, and shall make any operational changes to suchplans as Buyer in its discretion deems necessary or desirable.  Seller will not be responsible for cleaningtanks or removing tank bottoms, including water, sludge, and sediment for tanksthat are in service or idle as of the Closing Date, or prior to or after theClosing Date.  At Closing, Seller shallexecute a bill of sale in favor of Buyer, in substantially the form set forthon Exhibit I conveying any 

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

2.4                                 **Inventories**.

(a)                                  Sellershall close or cause to be closed the Terminals to all receipts and deliveriesof 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 ormeasure all contents located (i) in above-ground storage tanks at each of theTerminals, and (ii) in the linefill at each of the Terminals, all of whichcontents are hereinafter called the (“Terminal Inventory”). The calculation ofeach Terminal Inventory shall be recorded using the following categories ofitems:  (A) all volumes of bottomsediment and water (“BS&W”) as measured by hand gauge lines; (B) asmeasured by hand gauge lines, all volumes of petroleum products in above-groundstorage tanks minus those products calculated as Bottoms in accordance withsubsection 2.4(a)(C); (C) as determined by minimum tank operating levelsestablished by the Terminals using certified tank strapping charts, all volumesof products below one of the following two points, whichever is physically higher(“Bottoms”):  (i) that point whereloading 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 internalfloating pan are just clear of striking the tank bottom; and (D) all volumes ofproducts in pipelines and other piping at the Terminals (“Linefill”). Thevolumes of petroleum products measured shall be adjusted to 60 degreesFahrenheit and, as indicated by the separate measurement of BS&W, shallexclude any water. Buyer, or Buyer’s Authorized Representatives, shall have theright to observe and agree to the identification, calculation and measurementof each Terminal Inventory.

(b)                                 AtClosing, 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 

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be transferredtitle to and custody of the Terminal’s BS&W, Bottoms, Linefill, ULSDlubricity additive red dye additive and generic additive to Buyer.  To the extent treatable and treated aspetroleum contact water by Buyer at the Albany Petroleum Contact WaterTreatment facility, Seller shall pay Buyer the charges set forth in theTerminal Services Agreement for the untreated petroleum contact water in tanknumber 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 ofbusiness consistent with past practices.

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

(d)                                 AtClosing, Seller shall apportion the Products (other than Bottoms and Linefill)at each of the Terminals among Seller, its Affiliates and any third partiesidentified by Seller and notify Buyer of such apportionment. The amounts ofProducts so apportioned to any party shall be carried as such party’s openingbalance of products under separate Terminaling Services Agreement for each ofthe Terminals (as to Seller’s Products), dated as of the Closing Date, the formof which is attached as Exhibit O to this Agreement, or such other agreement asBuyer 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 thatit has an inventory balance in excess of the amount of Product apportioned tothat third party, or any claim by any other person that such person has titleto any Product at the Terminals as of the Closing.

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

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Upon receipt ofBuyer’s payment, Seller shall transfer or cause to be transferred custodythereof 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 setforth in this Section 2.4(e).  Buyershall pay such invoice within ten (10) business days after receiving suchinvoice.

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

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

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

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

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

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

The posting used mustmatch the quality of gasoline received in terms of its RVP (that is same gradeRVP, etc. which means the supplementary quotation at times will beappropriate).

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

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

**ARTICLEIII**

**PURCHASEPRICE**

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

3.2                                 **Payment of Purchase Price**.  Subject to adjustment, if any, under Section14.1, at Closing, Buyer shall pay to Seller the Purchase Price, less theEarnest Money and any accrued interest thereon delivered to Seller by the TitleCompany, in U.S. Dollars in immediately available federal funds via bank wire-transferto a bank account designated by Seller, which designation shall be given toBuyer in writing at least three (3) business days prior to the Closing Date.

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

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

**ARTICLEIV**

**THECLOSING**

4.1                                 **Time and Place; Escrow Agent**.  Subject to any extensions of the Closing Dateunder Section 11.3 and to satisfaction of the conditions set forth in ArticleVIII, the closing of the transaction contemplated hereby (the “Closing”) shallbe held at the offices of the Seller on or before the later of May 15, 2007 orninety (90) days after execution of this Agreement (the “Closing Date”), or atsuch other time or place or in such other manner, including by mail, as Sellerand Buyer may mutually agree in writing. Except as may be permitted by Section 11.3 and Article VIII of thisAgreement, if Buyer fails to close on or before the Closing Date for any reasonnot permitted by this Agreement, Seller shall be entitled, in its discretionto: (a) seek specific performance of this Agreement, or (b) terminate thisAgreement, retain all Earnest Money and interest thereon, and except as setforth in Section 15.1, neither Party will have any further right or obligationunder this Agreement.  The Partiesreserve the right to close through an 

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escrow agent,mutually acceptable to both Parties.  Thecosts 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 Buyeror Buyer’s nominee the following:

(a)                                  SpecialWarranty Deed, or other document of title as may be required under applicablelaw, for the Real Property, in the form attached as Exhibit H, executed andacknowledged by Seller;

(b)                                 Billof Sale for the Improvements and the Personal Property, in the form attached asExhibit I, executed by Seller;

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

(d)                                 Possessionof the Terminals;

(e)                                  Counterpartsexecuted by Seller of those agreements required by the provisions of Section4.4;

(f)                                    Certifiedcopies of appropriate corporate action by Seller authorizing the transactionscontemplated by this Agreement and authorizing the person(s) executing thedocuments listed in this Section 4.2 and Section 4.4 to enter into thisAgreement and such other documents on behalf of Seller;

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

(h)                                 Suchaffidavits and certificates as the Title Company may reasonably require,including certificates necessary to delete standard title insurance exceptionsand 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)                                     Acertificate or affidavit that the representations and warranties made by Sellerin this Agreement are true and correct in all material respects as of theClosing Date;

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(j)                                     ANon-Foreign (FIRPTA) Certification, in the form attached as Exhibit K, executedby Seller; and

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

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

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

(b)                                 Counterpartsexecuted by Buyer of all those agreements required by the provisions of Section4.4;

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

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

(e)                                  Acertificate or affidavit that the representations and warranties made by Buyerin this Agreement are true and correct in all material respects as of theClosing Date; and

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

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

(a)                                  Assignmentand Assumption of Permits (Including Environmental Permits) and Contracts inthe form of Exhibit N;

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

(c)                                  TermSupply Agreement in the Form of Exhibit V;

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

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(e)                                  JointLetter Transferring Responsibility for Remediation Activities substantially inthe form of Exhibit Q.

4.5                                 **Effectiveness of Agreements**.  No agreement described in Section 4.4 shallbe effective prior to Closing.

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

**ARTICLE V**

**REPRESENTATIONSAND WARRANTIES OF SELLER**

Seller representsand 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 statewhere the Terminals are located, and has all requisite corporate power andauthority to execute, deliver and perform this Agreement and each agreement andinstrument to be executed and delivered by Seller pursuant hereto.

5.2                                 **Due Authorization.**  The execution, delivery and performance bySeller of this Agreement and each agreement and instrument to be executed anddelivered by Seller pursuant hereto, and the taking by Seller of the actionscontemplated hereby and 

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thereby, have beenduly authorized by all necessary corporate action on the part of Seller.  This Agreement is, and each agreement andinstrument to be executed and delivered by Seller pursuant hereto will be, whenso executed and delivered, a valid and binding obligation of Seller enforceablein accordance with its terms, except as such enforcement may be limited byapplicable bankruptcy, insolvency, moratorium or similar laws affecting therights of creditors generally and by general principles of equity.

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

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

(a)                                  Thosematters specified in Schedule 5.4 (except for any Title Objections which Sellerelects to cure pursuant to Section 11.3);

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(b)                                 Anytax, materialmen’s and/or mechanic’s lien against which Seller elects toindemnify the Title Company by delivering to Title Company an Indemnity Letterin the form of Exhibit J at Closing;

(c)                                  Suchother 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 thenormal course on the Closing Date; and

(d)                                 Anyother matters approved in writing by Buyer.

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

5.6                                 **Condemnation and Zoning.** There isno condemnation or eminent domain proceeding pending or, to Seller’s Knowledge,threatened against the Terminals by publication or other writing, nor is thereany proceeding pending or, to Seller’s Knowledge, threatened by publication orother writing, which could materially adversely affect the zoningclassification of the Terminals in effect as of the date hereof.

5.7                                 **Permits**. Exhibits F-1, F-2, F-3 andR-1, R-2, R-3 list all material Permits and Environmental Permits in effectwith respect to the Terminals on the date of this Agreement.  Except as disclosed on Exhibits F-1, F-2, F-3and R-1, R-2, R-3, to Seller’s Knowledge, neither Seller nor its Affiliates hasreceived any notice of any claim or default relating to the Permits orEnvironmental Permits.  To Seller’sKnowledge, all material Permits and Environmental Permits are valid and in fullforce and effect and the permit holder is in compliance in all materialrespects therewith.

5.8                                 **Condition of Terminals.**  Seller has continued to maintain and operatethe Terminals in the ordinary course of its business, and will continue to doso until Closing.

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

5.10                           **Compliance with Laws**.  Except (a) to the extent, if any, disclosedon Schedule 5.10 or in the Environmental Documents, (b) as to any matter withrespect to which Seller has agreed to be responsible for or indemnify Buyer inArticle VII, and (c) as to any matter relating to, arising out of, or resultingin Remediation Activities at the Terminals, to Seller’s Knowledge, Seller’sownership, use and operation of the Terminals as of the Closing Date will be incompliance in all material respects with all applicable federal, state andlocal laws, rules, regulations and orders (including but not limited to, allapplicable Environmental Laws) in effect and requiring compliance as of theClosing Date and Seller has not received notice from any Government Authorityasserting any act of non-compliance.

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

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

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(includingportions of taxable years or periods with respect to which Taxes are due andpayable on or before the Closing Date).

5.13                           **Foreign Person.**  Seller is not a “foreign person” as definedin Section 1445 of the Code and the regulations promulgated thereunder.  Seller’s U.S. tax identification number is13-5401570.

**ARTICLEVI**

**REPRESENTATIONSAND WARRANTIES OF BUYER**

Buyer herebyrepresents and warrants to Seller as follows:

6.1                                 **Organization.**  Buyer is a limited liability company dulyorganized, validly existing and in good standing under the laws of the State ofDelaware, is duly authorized to do business in and is in good standing in theStates of New York and Vermont, and has all requisite limited liability companypower and authority to execute, deliver and perform this Agreement and eachagreement and instrument to be executed and delivered by Buyer pursuant hereto.

6.2                                 **Due Authorization**.  The execution, delivery and performance byBuyer of this Agreement and each agreement and instrument to be executed anddelivered by Buyer pursuant hereto, and the taking by Buyer of the actionscontemplated hereby and thereby, have been duly authorized by all necessarycorporate action on the part of Buyer. This Agreement is, and each agreement and instrument to be executed anddelivered by Buyer pursuant hereto will be, when so executed and delivered, avalid 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 andgeneral principles of equity.

6.3                                 **No Violation**.  The execution, delivery and performance byBuyer of this Agreement and each instrument and agreement to be executed anddelivered by Buyer pursuant hereto and the consummation of the transactionscontemplated hereby and 

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thereby do not andwill not (a) conflict with or violate any provision of Buyer’s Certificate ofFormation or Operating Agreement, (b) to Buyer’s knowledge, conflict with orresult in a breach or default of any agreement or other instrument to whichBuyer is a party or by which it is bound, or (c) violate or breach any Orderapplicable to Buyer.

**ARTICLEVII**

**ENVIRONMENTAL**

7.1                                 **Feasibility Study Period.**  Prior to the date of this Agreement Sellerhas made available to Buyer and its Authorized Representatives theEnvironmental Documents, Orders, and Environmental Permits.  Seller has provided Buyer with timely,reasonable access to Seller’s Authorized Representatives with knowledge of anyrelevant facts relating to the Environmental Documents, the EnvironmentalConditions, or the Remediation Activities. Seller has provided Buyer and its Authorized Representatives access tothe Real Property prior to the signing of this document to inspect and tosurvey the Real Property and conduct Buyer’s due diligence investigations ofthe Terminals (“Feasibility Study Period”). Seller has provided Buyer and its Authorized Representatives reasonableaccess during normal business hours to the Terminals to conduct such activitiesduring the Feasibility Study Period, subject to Seller’s policies andregulations regarding safety and security. The Feasibility Study Period shall be extended for that period of timebetween the Effective Date and the date 10 days prior to the Closing solely forthe purposes of discussions with appropriate government officials andregulators relative to the transfer and securing of Permits, the assumption ofenvironmental 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 StudyPeriod as so extended, including without limitation the identity of Buyer andSeller representatives who will attend such meetings.

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7.2                                 **Environmental Documents.**  In order to establish the environmentalstatus of the Terminals, Seller, Buyer and its Authorized Representatives havereviewed or acknowledged the existence of the Environmental Documents, whichinclude the results of all tests conducted by Buyer and its AuthorizedRepresentatives under Section 7.1, if any. Seller and Buyer have agreed that Schedule 7.2 includes or referencesall material information, known to exist by either Party, related to, affectingor concerning the Environmental Condition or status of the Terminals as of theClosing Date and that such information shall constitute the (“BaselineCondition”) of the Terminals.  Sellershall not be responsible for any Environmental Condition, whether or notidentified 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)                                  EnvironmentalLiabilities in connection with Off-Site Disposal Activities performed by Sellerprior to the Closing Date or on or after the Closing Date related to any of theRetained Environmental Liabilities.

(b)                                 Anypenalty associated with the NYSDEC Consent Order for the Newburgh, New YorkTerminal described in more detail on Schedule 5.5; and

(c)                                  Anycriminal fines, criminal penalties or criminal judgments relating to anyEnvironmental Conditions existing prior to the Closing.

7.4                                 **Buyer’s Assumed Environmental Liabilities**.Except for Seller’s Retained Environmental Liabilities, Buyer shall assume andbe solely responsible for all Environmental Liabilities relating to or arisingout of the Terminals, whether existing or asserted before, on, or after theClosing Date, whether known or unknown, whether based on past, present, orfuture conditions or events, including but not limited to undertaking suchRemediation Activities of the Environmental Conditions as may be 

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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, theterm “Buyer” shall include Buyer and its Affiliates and the directors,officers, employees, agents and representatives, and all successors and assignsof the foregoing.  Seller shallindemnify, hold harmless and defend Buyer from and against any Damages andProceedings asserted against or incurred by Buyer prior to or after the ClosingDate relating to or arising out of the Retained Environmental Liabilities;provided, however, that:

(a)                                  Seller’sobligations under this Section 7.5 shall not be limited by and shall survivebeyond the Closing Date;

(b)                                 Sellershall have no indemnification or defense obligation for any Damages andProceedings asserted against or incurred by Buyer relating to or arising out ofsuch Retained Environmental Liabilities for which Seller has not receivedReasonable Written Notification from Buyer;

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

(d)                                 Buyershall make available all relevant existing information that, based oninformation and belief formed after reasonable inquiry, are known by Buyer tobe in the possession or control of Buyer and provide timely, reasonable accessto all personnel of Buyer with knowledge of relevant facts, and shall cooperatein all reasonable respects with Seller in connection with Seller’s defense ofany Third Party Claim or Governmental Environmental Enforcement Action underthis Section 7.5.  Seller shall have noindemnification or defense obligation for any Damages and 

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Proceedings assertedagainst or incurred by Buyer relating to or arising out of such Third PartyClaim or Governmental Environmental Enforcement Action if Buyer unreasonablydenies Seller such access; and

(e) To the extentany Third Party Claim or Governmental Environmental Enforcement Action relatesto events or conditions occurring both prior to and after the Closing, then,except to the extent such Third Party Claim or Governmental EnvironmentalEnforcement Action relates to the Retained Environmental Liabilities set forthin Section 7.3 (b), (c), (d), or (e). Seller’s indemnification and defenseobligations for such Third Party Claim or Governmental EnvironmentalEnforcement Action shall not exceed that portion of Damages and Proceedingsattributable to events or conditions occurring prior to the Closing and willnot include any attorney’s fees or professional fees incurred by Buyer inconnection with that part of the Third Party Claim or GovernmentalEnvironmental Enforcement Action attributable to events or circumstancesoccurring 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 theforegoing.  From and after theClosing Date, Buyer shall indemnify, hold harmless and defend Seller from andagainst any Damages and Proceedings asserted against or incurred by Sellerrelating to or arising out of the Assumed Environmental Liabilities, including:

(a)                                  AnyEnvironmental Liabilities, except for Seller’s Retained EnvironmentalLiabilities;

(b)                                 AnyRelease of any Regulated Substance related to operations of the Terminalsoccurring on or after the Closing Date;

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(c)                                  Remediationof any Environmental Condition at the Terminals or any areas Off-Site occurringbefore on or after the Closing Date, except for Seller’s Retained EnvironmentalLiabilities;

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

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

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

(h)                                 Failureto comply with any Permit or Order, including transferred or assignedEnvironmental 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)                                     Sellershall make available all relevant existing information that, based oninformation and belief formed after reasonable inquiry, are known by Seller tobe in the possession or control of Seller and provide timely, reasonable accessto all personnel of Seller with knowledge of relevant facts, and shallcooperate in all reasonable respects with Buyer in connection with Buyer’sdefense of any Third Party Claim or Governmental Environmental EnforcementAction under this Section 7.6.  Buyershall have no indemnification or defense obligation for any Damages andProceedings asserted against or incurred by Seller relating to or arising outof such Third Party Claim or Governmental Environmental Enforcement Action ifSeller unreasonably denies Buyer such access.

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

7.7                                 **Buyer’s Release of Seller forEnvironmental Liabilities**.

(a)                                  Except for Seller’s Retained EnvironmentalLiabilities, Buyer, in consideration of the negotiated amount of the PurchasePrice, hereby unconditionally, completely and forever releases and dischargesSeller, its Affiliates, and employees, officers, directors, agents andrepresentatives and all successors and assigns of the foregoing, from allEnvironmental 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 andthe permitted assigns of Seller, from any obligation by Seller to perform orensure the performance of any Remediation Activities under this Agreement (butexcluding any Remediation Activities related to pre-Closing Off-Site DisposalActivities).  On the Closing Date, Buyershall execute and deliver to Seller the Release Agreement in the form ofExhibit S. Buyer’s obligations to conduct, and to assume responsibility for,Remediation Activities will be set forth in the deed conveying the RealProperty, will be a covenant running with the land, and will bind thesuccessors, heirs and assigns of Buyer.

7.8**                                 Seller’s Access to the Terminals**.

(a)                                  Upon request by Seller in connection with any writtenrequest or demand from any Governmental Authority or in response to any ThirdParty 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 tominimize impacts on Buyer’s operations. The Buyer’s obligations under thisSection 7.8(a) will be set forth in the Special Warranty Deed conveying theReal 

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Propertyand will be a covenant running with the land and will bind the successors andassigns of Buyer.

(b)                                 Uponwritten request by Seller, in connection with any request to Seller from anyGovernmental Authority or in response to any Third Party Claim, Buyer shallprovide Seller copies of all reports, correspondence, notices andcommunications sent or received from Governmental Authorities regarding theEnvironmental Condition of the Terminals or any remediation and/orinvestigation at the Terminals related to the Baseline Condition or othercopies of all reports, correspondence, notices and communications sent to orreceived from third parties concerning conditions that would obligate(financially or otherwise) Seller.

7.9                                 **Other Environmental Issues and Related UseRestrictions.**

(a)                                  Buyeracknowledges that the Terminals have been used for the storage, disposal, sale,and transfer of petroleum products or derivatives and Seller hereby advisesBuyer that (i) releases of such products into the soil have occurred from timeto time in the past; and (ii) the Terminals have contaminated subsurfaceconditions.  Any warranty, covenant orprovision in the Deed from Seller to Buyer with respect to the Terminals donot, nor will it be deemed to, extend or apply to any release or presence of petroleumproducts, derivatives, or any other type of contaminant on, in, under, or aboutthe Terminals including, but not limited to, the surface area, size, andlocation of such substances and/or the description of the types of contaminantscontained therein.

As part of theconsideration for the sale of the Terminals, Buyer for itself, its successorsand permitted assigns, covenants and agrees that neither the Real Property, norany part thereof shall at any time be used for any of the following specificallylisted facilities or uses, or any similar facility or use:  (1) any residential use, (2) any purpose thatwould constitute a “Permitted Use” under any of the “residence” or “residential”zones, districts, or classifications set forth in any applicable municipal, 

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

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

Buyer agrees thatthese covenants and agreements shall survive the Closing; that these covenantsand agreements are to run with the Real Property; that these Use Restrictionsand the agreement to evaluate and utilize, if required, engineering andinstitutional controls as set forth in Exhibit H will be inserted in theSpecial Warranty Deed to be delivered at the Closing and that similarrestrictive covenants shall be inserted in any deed, lease or other instrumentconveying or demising the Real Property or any part thereof. Furthermore, Buyerfor itself, its successors and permitted assigns agrees to execute anydocuments required by any Governmental Authority having jurisdiction over theTerminals that are consistent with the above Use Restrictions.

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

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is in the public domainthrough a source other than Buyer, or (ii) that is compelled in any judicial,administrative, regulatory or arbitration proceeding or otherwise required bylaw or by a governmental authority. Buyer may, however, share environmental information under a comparableconfidentiality 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)                                  IfClosing does not occur within the time required by this Agreement, or uponearlier termination of this Agreement, then upon Seller’s request, Buyer shallpromptly deliver to Seller all originals and copies (whether written or electronic)that are in Buyer’s or its Authorized Representatives’ possession of theinformation, reports, or materials including specifically those concerning theenvironmental or other condition of the Terminals together with allinformation, reports, or material furnished to Buyer by Seller, and Buyer shallpromptly cause third parties to deliver to Seller such materials that are intheir possession.

(d)                                 TheEnvironmental Documents, including those generated by either party, may be usedby either party to prepare and file reports, where applicable, with theappropriate Governmental Authorities.

(e)                                  Seller’sresponsibilities in this Article VII shall inure to the benefit of Buyer solelyand do not transfer to Buyer’s heirs and assigns.  In the event Seller agrees to the transferand assignment of Seller’s responsibilities in this Article VII, whichagreement shall only be effective if provided in writing by Seller, Buyer’sobligations under this Article VII shall be incorporated into any lease orsubsequent sales agreement for the Terminals and any tenant or subsequent buyershall be required to fulfill all obligations of Buyer set forth in this ArticleVII.  In no event shall Buyer’sobligations under this Article VII terminate upon the lease or sale of all or aportion of the Terminals.  Any attempt toassign Seller’s responsibilities in this Article VII 

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

(f)                                    Buyerand Seller shall cooperate with each other in all reasonable respects as to thetransfer or assignment of the Environmental Permits or Orders that can betransferred or assigned under applicable Environmental Laws and the making ofany filings or notifications or obtaining any authorizations required underapplicable Environmental Laws in connection with the transfer of the Terminalsto Buyer.  Seller shall take the lead onall initial notifications to applicable Governmental Authorities requestingsuch transfer or assignment of any Environmental Permits or Orders.  Buyer will be given an opportunity to reviewsuch submissions and will receive final copies of all such initialnotifications at the time transmitted to the Governmental Authorities.  Buyer, however, shall be solely responsiblefor all subsequent communications and filings needed to follow through andcomplete the timely transfer or assignment of such Environmental Permits orOrders.   If the assignment of anyEnvironmental Permit is denied by the applicable Governmental Authority, ExhibitR-1, R-2 and R-3 of this Agreement will be deemed automatically amended, andBuyer shall apply for the issuance of a new Environmental Permit as soon asreasonably possible.  With respect to anyEnvironmental Permits or Orders issued under applicable Environmental Lawsprior to the Closing Date and Buyer’s obligations for Remediation Activities,Seller and Buyer, within ten (10) calendar days after the Closing Date shallsubmit a joint letter to each applicable Governmental Authority acknowledgingthat Buyer is assuming the obligations of Seller under such Order and/orRemediation Activities, such letter to be substantially in the form of ExhibitQ.  Along with the joint letter and withrespect to obligations for Remediation Activities set forth in such jointletter that Buyer is assuming, Buyer shall also execute and deliver to Sellerthe Release Agreement for remediation liability for all EnvironmentalConditions in the form of Exhibit S.

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(g)                                 Asbetween Buyer and Seller, Buyer and Seller shall share equally in all filingcosts and administrative expenses associated with such transfer or assignmentof any Environmental Permits or Orders pursuant to this Agreement.  Buyer, however, shall be solely responsiblefor all costs and expenses relating to or arising out of any change in terms orconditions 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’snon-compliance with such Environmental Permits or Orders.  With respect to those Environmental Permitsor Orders that cannot be transferred or assigned under applicable EnvironmentalLaws, Buyer will use reasonable efforts at Buyer’s cost and expense to obtainnew permits or orders.

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

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annual certification, ifthe Closing Date occurs during the required reporting period, each Party agreesto be responsible and liable for the collection, compilation and submission ofsuch certification with respect to that portion of the reporting period fallingunder such Party’s ownership.  Each Partyshall cooperate fully with the other and shall provide the other Party withreasonable access to its employees and files to the extent necessary orappropriate to assist the other Party in preparing its report.  In the event that the Closing Date occurs onor after the end of the required reporting period but before such report isdue, Seller will be responsible and liable for the collection, compilation andsubmission of such report as it concerns Seller’s operation of theTerminals.  In that instance, Buyer shallcooperate fully with Seller and shall provide Seller with reasonable access toBuyer’s employees and files to the extent necessary or appropriate to assistSeller in preparing the report.  Buyershall be solely responsible and liable for all subsequently submitted reports.

7.10                           **Arbitration Procedures.** Except asotherwise provided herein, any dispute between the Parties under this ArticleVII shall be resolved by arbitration in Fairfax, Virginia in accordance withthe rules of the American Arbitration Association and subject to the provisionsof this Section 7.10.

(a)                                  Ifgood faith efforts to resolve any such dispute fail, either Party may commencearbitration after thirty (30) days written notice of that Party’s intent tocommence arbitration.  Seller shallappoint one arbitrator and Buyer shall appoint one arbitrator.  The two arbitrators so appointed shall selecta third arbitrator.  All arbitrators fornon-engineering disputes must be licensed attorneys.  If either Seller or Buyer fails to appoint anarbitrator within twenty (20) days after a request for such an appointment ismade by the other Party in writing, or if the arbitrators so appointed failwithin twenty (20) days after the appointment of the second of them to agree ona third arbitrator, the arbitrator or arbitrators necessary to complete a panelof three arbitrators shall be

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appointed by theAmerican Arbitration Association upon application thereto by either Party.

(b)                                 Thepanel so constituted shall fix a reasonable time and place for a hearing of thedispute.  Each of the Parties shallsubmit to the panel of arbitrators at the hearing such party’s proposedresolution of the dispute, together with such supporting evidence as such Partymay desire to present to the panel of arbitrators.  The panel of arbitrators shall consider onlythe proposed resolutions and evidence as presented by the Parties.

(c)                                  Withinthirty (30) days of such hearing, the panel of arbitrators shall select theproposed resolution presented by a Party that most closely achieves theintention of the parties as expressed in this Article VII.  The Panel must choose either the resolutionof the dispute proposed by Buyer or the resolution of the dispute proposed bySeller.  The panel of arbitrators is notempowered to select a compromise of any kind between either proposal.  If more than one dispute is between thearbitrators at any one time, the arbitrators shall resolve each such disputeindependently of the other dispute.

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

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

7.11                     **Environmental Notices**. Except asotherwise stated in this Article VII, all notices or correspondence required orpermitted to be given under this Article VII shall

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be inwriting.  Notices may be given in person,or may be sent by nationally-recognized overnight courier, registered orcertified mail (postage prepaid and return receipt requested) or facsimile withwritten 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 maychange its address or facsimile number by providing written notice to the otherat least ten (10) days prior to the effective date of such change.  Notices given in accordance with this ArticleVII shall concern only those matters governed by this Article VII. Noticesgiven in accordance with this Section 7.11 shall be deemed to have beengiven:  (a) at the time of delivery whendelivered personally; (b) upon receipt when sent by nationally-recognizedovernight courier, registered or certified mail (postage prepaid and returnreceipt requested); or (c) upon completion of successful transmission when sentby facsimile (unless transmission is completed outside recipient’s normalworking hours, in which case such notice shall be deemed given at the start ofrecipient’s next business day). Any notice required or permitted to be givenunder any other Article of this Agreement shall be separated from Article VIInotices, and shall be given in accordance with Section 15.5 of this Agreement.

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**ARTICLEVIII**

**CONDITIONSPRECEDENT TO CLOSING**

8.1                                 **Obligation of Buyer to Close**.  The obligation of Buyer to consummate thepurchase of the Terminals on the Closing Date is subject to (i) thesatisfaction 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 ofthe Closing Date:

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

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

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

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

(e)                                  **Required Consents**. The Partiesshall have obtained the consent (if required) of any applicable GovernmentAuthority to the assignment to and the assumption by Buyer of any assignablePermit and Environmental Permit, the novation of all Material Contracts, underwhich Buyer assumes Seller’s rights and obligations and Seller is released fromany and all such obligations, and Buyer shall have negotiated a new unioncontract with respect to the Albany Terminal employees and the NewburghTerminal employees.

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

(g)                                 **Defects in Title**.  Any un-permitted Title Objections shall beresolved in accordance with the provisions of Section 11.3, and Buyer shall nothave terminated this Agreement under Section 11.3;

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

(i)                                     **No Termination**. Buyer shall nothave terminated this Agreement under Section 14.2;

(j)                                     **Hart Scott Rodino. **Seller and Buyer shall have filed (inaccordance with Section 15.23), and****received allnecessary approvals or clearances, under the Hart-Scott-Rodino AntitrustImprovements Act of 1976, as amended.

8.2                                 **Obligation of Seller to Close.**  The obligation of Seller to consummate thesale of the Terminals on the Closing Date shall be subject to (i) thesatisfaction 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 ofthe Closing Date:

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

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

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

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

**(e)****                                  HartScott Rodino. **Buyer and Sellershall have filed (in accordance with Section 15.23), and****receivedall necessary approvals or clearances, under the Hart-Scott-Rodino AntitrustImprovements Act of 1976, as amended.

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**ARTICLEIX**

**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, reasonableattorneys’ 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 investigatingand defending any claim or any order, directive, final judgment, compromise,settlement, fine, penalty, court costs or proceeding arising at any time underor from any Government Authority, including all reasonable costs and expensesand court costs incurred in the enforcement of rights under this ArticleIX.  “Loss” shall not include anyspecial, consequential, indirect or loss of profit damages or any Loss forwhich one Party has assumed responsibility or agreed to indemnify the otherParty under Article VII of this Agreement.

9.2                                 **Indemnification By Seller**.  From the Closing Date, in addition to allother obligations of Seller to Buyer set forth in this Agreement, Seller shallindemnify, defend and hold harmless Buyer, Buyer’s Affiliates and theirrespective directors, officers, employees, representatives, successors andassigns from and against any Loss resulting from, related to, or arising outof:

(a)                                  AnyLoss for which Seller has assumed responsibility or agreed to indemnify Buyerunder Article VII; or

(b)                                 thebreach by Seller (or any shareholder, officer, director, employee of Seller) ofany representation, warranty or covenant contained in this Agreement, in anyExhibit or Schedule to this Agreement, or in any document, instrument, agreementor certificate delivered under this Agreement; provided that Seller shall haveno indemnification obligation for any such Loss if Seller has not received aclaim from Buyer (specifying in reasonable detail the basis for such Loss)within one year following the Closing Date.

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9.3                                 **Indemnification By Buyer**.  From and after the Closing Date, in additionto all other obligations of Buyer to Seller set forth in this Agreement, Buyershall indemnify, defend and hold harmless Seller, Seller’s Affiliates and theirrespective directors, officers, employees, representatives, successors andassigns from and against any Loss resulting from, related to, or arising outof:

(a)                                  Buyer’sownership or operation of all or any part of the Terminals after Closing,except for any Loss for which Seller has assumed responsibility or agreed toindemnify 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) ofany representation, warranty or covenant contained in this Agreement, in anyExhibit or Schedule to this Agreement, or in any document, instrument,agreement or certificate delivered under this Agreement; provided that Buyershall have no indemnification obligation for any such Loss if Buyer has notreceived a claim from Seller (specifying in reasonable detail the basis forsuch Loss) within one year following the Closing Date.

9.4                                 **Conflict**.  In the event of any conflict or ambiguity inthe language of this Article IX, or any other portion of this Agreement, withthe language of Article VII, the Parties agree that Article VII language shallbe controlling.

9.5                                 **Procedures**.

(a)                                  **Notice and Tender.**  In the event that any officer or registeredagent of either Party hereto receives actual notice of any written claim by athird person giving rise to a right of indemnification of such Party under thisArticle IX (the “Indemnitee”), such Indemnitee shall, within sixty (60) daysafter receipt of such notice, give written notice thereof to the other Partyhereto responsible for such indemnification (the “Indemnitor”) setting forththe facts and circumstances giving rise to such claim for indemnification andshall tender the defense of such claim to the Indemnitor.  If the Indemnitee fails to give such noticeand tender such defense within such 60-day period,

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the Indemniteeshall be solely responsible for any Loss with respect to such claim to theextent they are attributable to such failure; but failure to give such noticeand tender such defense within such 60-day period shall not result in aforfeiture or waiver of any rights to indemnification for any Loss with respectto such claim to the extent they are not attributable to such failure.

(b)                                 **Defense of Claims.**  The Indemnitor shall select (subject to theIndemnitee’s reasonable approval) the attorneys to defend any matter subject toindemnification and/or taking all actions necessary or appropriate to resolve,defend, and/or settle such matters, and shall be entitled to contest, on itsown behalf and on the Indemnitee’s behalf, the existence or amount of anyobligation, cost, expense, debt or liability giving rise to such claim. Nothingin this Section 9.5(b) should be construed as prohibiting the Indemnitee fromparticipating in the defense (which may include hiring its own counsel) in anymatter subject to indemnification, as long as the Indemnitee does so at its ownexpense.  The Indemnitor shall keep theIndemnitee fully and timely informed as to actions taken on such matters. TheIndemnitee shall cooperate fully with the Indemnitor and its counsel and shallprovide them reasonable access to the Indemnitee’s employees, consultants,agents, attorneys, accountants, and files to the extent necessary orappropriate to defend or resolve the matter, the Indemnitor reimbursing theIndemnitee with respect to the cost of any such access.   With respect to any matter for which a Partyhas an indemnification and/or defense obligation under this Agreement, the Partiesshall maintain a joint defense privilege, where applicable, in connection withsuch matters for the Party’s post-Closing communications and those of theirrespective Affiliates and Authorized Representatives, which post-Closingcommunications concern the matters subject to such indemnification and/ordefense obligation.

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

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the conduct ofboth Seller and Buyer, the Parties shall indemnify each other in proportion totheir respective share of such Loss.

**ARTICLE X**

**SURVIVAL**

10.1                           **Representations and Warranties**.  All representations and warranties made inthis Agreement, in any Exhibit or Schedule to this Agreement, or in anydocument, instrument, agreement or certificate delivered under this Agreementwill survive until one year after Closing. At the end of such survival period set forth above, such representationsand 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 survivethe 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.

**ARTICLEXI**

**TITLECOMMITMENT; SURVEY; RISK OF LOSS**

11.1                           **Title Insurance**.  Buyer will furnish and pay the premium for astandard title insurance policy issued by the Title Company in an amount equalto the portion of the Purchase Price that is allocated to the Real Property andImprovements, naming Buyer as the proposed insured.  Subject to Permitted Title Exceptions, copiesof which shall be provided to Buyer within ten (10) days after the EffectiveDate, Seller shall deliver to Buyer at the Closing title insurable by the TitleCompany at standard rates.  Anyabstracting, title certification, and charges for title examination will be atBuyer’s expense.  Buyer shall cause theTitle Company to deliver to Buyer, with a copy to

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

11.2                           **Survey**.  Buyershall cause to be prepared at its expense a current ALTA land title survey ofthe Property (“Survey”), by a duly licensed land surveyor and professionalengineer satisfactory to the Title Company. The Survey shall be completed within thirty (30) days after theEffective Date.  Upon completion of theSurvey, Buyer shall deliver promptly three (3) prints thereof to Seller and atleast 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 otherencumbrances or encroachments on or adjacent to the Property, including all ofthe title matters shown on the Title Commitment and (ii) set forth a certifiedlegal description of the Property.

11.3                           **Title Objections**.  Within fifteen (15) days after receiving thelater of the Title Commitment or the Survey, Buyer shall notify Seller if theTitle Commitment or Survey reveals any liens, encumbrances, claims orexceptions (including, without limitation, any matters set forth on Schedule5.4) that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections”).  If Seller is unable or unwilling to cure anyTitle Objections, Seller will provide written notice thereof to Buyer withinfifteen (15) days following receipt of notice of Title Objections from Buyerand Buyer shall have the right, at its option, by written notice to Sellerwithin fifteen (15) days following receipt of Seller’s written notice, either(i) to terminate this Agreement and obtain a refund of the Earnest Money andall interest thereon, after which both Parties shall be relieved and dischargedof any rights, liabilities or obligations hereunder, or (ii) to waive suchdefect and proceed to Closing.  Buyer’sfailure to exercise the right to terminate within the said fifteen (15) dayperiod shall constitute a waiver of Buyer’s right to terminate with respect tosuch title matters.  However, if Sellerelects to cure the Title Objections (although Seller will have no suchobligation to do so), Seller shall provide Buyer with notice of its

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intention to cure same within the fifteen (15) days aforesaid and Sellershall have an opportunity, at its expense, to remove such Title Objectionswithin sixty (60) days following receipt of written notice from Buyeridentifying the Title Objections (the “Title Cure Period”).  In no event shall Seller have any obligationto 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 TitleObjections within the Title Cure Period that, in the reasonable opinion of theTitle Company or Buyer, must be cured in order to deliver good and marketabletitle, Buyer may, as its sole and exclusive remedy, and upon written notice toSeller within fifteen (15) days after expiration of the Title Cure Period,terminate this Agreement, in which event the Earnest Money shall be fullyrefunded to Buyer.  Any changes to theTitle Commitment or the Survey prior to the Closing and subsequent to the Buyer’sreceipt of the Title Commitment or the Survey will be subject to the TitleObjections procedures of this Section 11.3, commencing as of the date Buyerobtains knowledge of such material change.

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

**ARTICLEXII**

**FURTHERASSURANCE**

From time to timeafter Closing, Seller and Buyer shall, upon request of the other and withoutfurther consideration, execute, acknowledge and deliver such furtherinstruments of transfer, conveyance or assumption and such other documents asSeller or Buyer may reasonably request more effectively to vest in Buyer theright and title to, interest in and enjoyment of, the Terminals or to carry outthe transactions and agreements contemplated by this Agreement.

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**ARTICLEXIII**

**COSTS ANDEXPENSES**

13.1                           **Brokerage Commissions**.  Neither of the Parties nor, where applicable,any of their respective shareholders, officers, directors, or employees, hasemployed or will employ any broker, agent, finder or consultant or has incurredor will incur any liability for any brokerage fees, commissions, finders’ feesor other fees in connection with the negotiation or consummation of thetransactions 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)                                  Allreal estate Taxes, as well as Taxes assessed on each Terminal Inventory, dueand owing on or before the Closing Date, all penalties and interest thereon,and all special assessments affecting the Terminals, whether payable ininstallments or not, shall be paid in full by Seller.

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

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

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

(e)                                  Buyershall bear and pay all realty transfer fees, recording costs and Taxesassociated with the conveyance of the Real Property, the Improvements and thePersonal Property.

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(f)                                    Sellerand Buyer shall each pay their own respective legal fees and expenses and thecost of performance of their respective obligations hereunder.

(g)                                 Allamounts due Seller under any assignable Revenue-Generating Contract shall beprorated as of the Closing Date upon the payment cycle established under suchRevenue-Generating Contract so that the portion the amounts due Seller from thebeginning of such payment cycle to the Closing Date will be credited to Sellerat Closing.

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

13.3                           **Timing of Adjustments**.  All monetary adjustments necessary to achievethe allocations specified in Section 13.2, to the extent reasonablypracticable, shall be made at the Closing. To the extent any such adjustments cannot be made at the Closing, thesame shall be made after the Closing as and when complete information becomesavailable.  Seller and Buyer agree tocooperate and to use their best efforts to complete such adjustments no laterthan thirty (30) days after the Closing Date.

**ARTICLEXIV**

**CASUALTYAND CONDEMNATION**

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

(a)                                  Anymaterial portion of the Terminals are damaged or destroyed by fire or othercasualty (a “Casualty”), or

(b)                                 Sellerreceives written notice of any action, suit or proceeding, or threatened orcontemplated action, suit or proceeding, to condemn or take all or any materialpart of the Terminals by eminent domain (a “Condemnation”), Seller shallimmediately 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

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

14.2                           **Buyer’s Election**.  Buyer must elect one of the following optionsand give written notice to Seller of such election within (i) fifteen (15) daysafter 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 ofCondemnation in the case of a Condemnation:

(a)                                  Purchasethe Terminals in accordance with Article IV of this Agreement at an adjustedPurchase Price agreed upon by Buyer and Seller before Buyer makes thiselection; or

(b)                                 Terminatethis Agreement.

14.3                           **Exclusive Remedy**.  Notwithstanding any provision to the contrarycontained herein, the remedies provided to Buyer under Section 14.2(a) and (b) constituteBuyer’s exclusive remedies in connection with the circumstances describedtherein.

**ARTICLEXV**

**GENERAL;ADDITIONAL COVENANTS**

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

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covenant,obligation or agreement contained in this Agreement, the Defaulting Party shallbe fully liable for any and all damages, costs and expenses (including, but notlimited to, reasonable attorneys’ fees) sustained or incurred by theNon-Defaulting Party; provided, however, neither Party shall be liable to theother for punitive, indirect, consequential or special damages.

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

15.3                           **Entire Agreement.**  This Agreement, including all of the Exhibitsand Schedules hereto, constitutes the entire understanding between the Partieswith respect to the subject matter contained herein and supersedes any priorunderstandings, negotiations or agreements, whether written or oral, betweenthem respecting such subject matter.

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

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

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| 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 maychange its address or facsimile number by providing written notice to the otherat least ten (10) days prior to the effective date of such change.  Notices given in accordance with this Section15.5 shall be deemed to have been given: (a) at the time of delivery when delivered personally; (b) upon receiptwhen sent by nationally-recognized overnight courier, registered or certifiedmail (postage prepaid and return receipt requested); or (c) upon completion ofsuccessful transmission when sent by facsimile (unless transmission iscompleted outside recipient’s normal working hours, in which case such noticeshall be deemed given at the start of recipient’s next business day). Noticesgiven in accordance with this Section 15.5 shall concern only those matters notgoverned by Article VII and shall be separated from Article VII notices, whichare governed by Section 7.13 of this Agreement.

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

15.7**                           Severability.**  If any provision of this Agreement is heldillegal, invalid or unenforceable, such illegality, invalidity or unenforceabilitywill not affect any other provision hereof. This Agreement shall in such circumstances be deemed modified to theextent necessary to render enforceable the provisions hereof.

15.8                           **Waiver**.  The failure of any Party to insist uponstrict performance of any of the terms or conditions of this Agreement will notconstitute a waiver of any of its rights hereunder.

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15.9                           **Assignment**.  Except for the assignment rights specified inSection 4.2 and in this Section 15.9, neither Party may assign this Agreement withoutthe prior written consent of the other Party, which consent shall not beunreasonably withheld. Seller may assign this Agreement to an affiliate or anyentity 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 thisSection 15.9 shall be void.

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

15.11                     **GoverningLaw.**  This Agreement and therights and obligations of the parties hereunder shall be governed by, and shallbe construed and enforced in accordance with, the internal law of the state ofNew York (including without limitation section 5-1401 of the GeneralObligations Law of the State of New York), without regard to conflicts of lawsprinciples thereof that would result in application of substantive laws of anyother state.

15.12                     **Choice of Forum.**  WhereFederal subject matter or diversity jurisdiction exists with respect to adispute which the Parties cannot themselves amicably resolve, the Partiesdesignate the United States District Court for the Southern District of NewYork, as the exclusive forum for the resolution of that dispute and submitthemselves and the dispute to the jurisdiction of that Court.  Where Federal subject matter or diversityjurisdiction in respect of such dispute does not exist, the Parties designatethe Supreme Court of the State of New York, County of New York, as theexclusive forum

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for the resolutionof that dispute and submit themselves and the dispute to the jurisdiction ofthat Court.

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

15.14                     **Commercially Reasonable Efforts; Time of Essence.**  Except as otherwise specifically providedherein, Buyer and Seller shall each use commercially reasonable efforts tosatisfy the conditions to Closing and otherwise consummate the transactionscontemplated by this Agreement as promptly as practical.  Time is of the essence with respect to theClosing of this Agreement.

15.15                 **Amendments**.

(A)                              ThisAgreement may be amended only by a written instrument that is duly executed byboth Parties.

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

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

15.17                     **Public Announcements**.  The Parties agree that there shall be nopress releases or other announcements prior to Closing without the priorwritten consent of the other Party, which consent shall not be unreasonablywithheld, except to the extent required by applicable laws, rules, orregulations.  If either Party determinesthat a press release is required or desired, they will so notify the other inwriting and shall consult with each other with regard to the same.  The Parties further agree to consult witheach other on all press releases and announcements issued at or after Closingconcerning the transactions contemplated by this Agreement.

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

15.19                     **Taxes**.  After the Closing Date, if Buyer receives abill for Taxes assessed against the Terminals or each Terminal Inventory thatincludes Taxes for taxable years or taxable periods on or before the ClosingDate (including Taxes assessed for portions of taxable years or periods on orbefore the Closing Date), Buyer shall pay the bill and invoice Seller for allsuch Taxes relating to periods prior to the Closing Date.  Seller shall promptly reimburse Buyer uponreceipt of such invoice.  After theClosing Date, if Seller receives a bill for Taxes assessed against theTerminals or each Terminal Inventory that includes Taxes for taxable years ortaxable periods after the Closing Date (including Taxes assessed for portionsof taxable years or taxable periods after the Closing Date), Seller shallforward the bill to Buyer for payment.

15.20                     **Confidentiality**.  The Parties acknowledge that they are boundby the terms of the Confidentiality Agreement dated June 6, 2006 between Sellerand Buyer and hereby extend the term of such Confidentiality Agreement so thatit will expire three

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years after theClosing Date. In addition, Seller and Buyer agree that they will keepconfidential and not disclose to any non-Affiliated third party (other thanthose subject to a comparable confidentiality agreement) any of the terms orprovisions of this Agreement for a period of three years after the ClosingDate, except for disclosure of information that:

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

(b)                                 isrequired by the rules and regulations of the US Securities and ExchangeCommission; or

(c)                                  ismade pursuant to the requirement or request of a Government Authority ofcompetent jurisdiction to the extent such disclosure is required by anapplicable law or Order, and sufficient notice is given by the disclosing Partyto the other Party to permit the other Party to seek an appropriate protectiveorder or exemption from such requirement or request, if it so desires.  If such protective order or other remedy is notobtained, or if the other Party waives compliance with the provisions of thisSection 15.20 for this purpose, the disclosing Party shall furnish only thatportion of the information that is legally required and will exercise its bestefforts to obtain reliable assurance that confidential treatment will beaccorded the information by the Government Authority.

15.21                     **No Presumption Against Drafter**.  Buyer and Seller have each fully participatedin the negotiation and drafting of this Agreement.  If an ambiguity, question of intent orquestion of interpretation arises, this Agreement must be construed as ifdrafted jointly, and there must not be any presumption, inference or conclusiondrawn against either Party by virtue of the fact that its representative hasauthored this Agreement or any of the terms of it.

15. 22                  **Right of First Refusal.**  If Buyer elects to terminate the TerminalingServices Agreement with respect to any Terminal because it has received anoffer to

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purchase suchTerminal, Buyer shall include in the notice of termination informationdescribing the substance of the terms and conditions of that offer, and Sellerwill have ninety (90) days after receipt of the notice within which to matchthe offer to purchase the Terminal or agree to purchase the Terminal under thesame terms as the offer to purchase the Terminal, except that the considerationfor such purchase may be an amount of cash that matches or exceeds the totalconsideration contained in the offer to purchase the Terminal. If Seller, timelyand properly exercises its right of first refusal, Seller shall purchaseTerminal from Buyer under the same terms and conditions contained in the offerreceived by Buyer.  If Seller does notexercise its right of first refusal in a timely manner, Buyer may proceed tosell the Terminal to the party who made the original offer. Seller’s Right ofFirst Refusal shall apply to any offer to purchase the Terminal received byBuyer within one hundred eighty (180) days before or after termination of theTerminaling Services Agreement with respect to any Terminal due to a decisionof Buyer to close the Terminal(s).

15.23                     **Hart-Scott Rodino Filing Requirements. **Withinthirty (30) days after execution of this Agreement, SELLER and BUYER shall fileor cause to be filed with the Federal Trade Commission and the United StatesDepartment of Justice any notifications required to be filed under theHart-Scott-Rodino Act and the rules and regulations promulgated thereunder withrespect to the transactions contemplated herein.  SELLER and BUYER shall consult with eachother as to the appropriate time for filing such notifications, shall agreeupon the timing of such filings and shall, respond promptly to any requests foradditional information made by either of such agencies.  BUYER shall pay the filing fees under the HSRAct, and shall receive a credit of 50% of such filing fees against the PurchasePrice at Closing.  BUYER and SELLER shalleach bear their respective costs for the preparation of any filing.  SELLER and BUYER shall use commerciallyreasonable efforts to cause any waiting period under the HSR Act with respectto 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 inthis Agreement shall require BUYER or SELLER or any of their respectiveAffiliates to sell, hold separate or otherwise dispose of or conduct itsbusiness in a specified manner, or agree to sell, hold separate or otherwisedispose 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 ortheir respective Affiliates, whether as a condition of obtaining any approvalfrom a Governmental Authority or any other Person or for any other reason.

**[Signaturepage follows.]**

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IN WITNESSWHEREOF, the Parties have executed this Terminals Sale and Purchase Agreementas of the date first above written.
|            | **EXXONMOBIL  OIL CORPORATION** |
|------------|---------------------------------|
|       |                            |
|       | By:                             |   |   |
|       |                            |   |
|       | Printed                         |   |   |
|       | Name:                           |   |   |
|       |                            |   |
|       | Title:                          |   |   |
| ** ** | ** **                      | ** ** |
| ** ** | **GLOBAL  COMPANIES LLC**       |
|       |                            |   |
|       | By:                             |   |   |
|       |                            |   |
|       | Printed                         |   |
|       | Name:                           |   |   |
|       |                            |   |   |
|       | Title:                          |   |   |
|            |                                 |  |  |  |

 

**[SignaturePage To Terminals Sale and Purchase Agreement Between ExxonMobil Oil Corporation and Global Companies LLC, dated March 16, 2007]**

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