Exhibit 10.1

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THE WORD “[REDACTED]”.

ASSET PURCHASE AGREEMENT

among

THE PREMCOR REFINING GROUP INC.,

THE PREMCOR PIPELINE CO.,

DELAWARE CITY REFINING COMPANY LLC

and

DELAWARE PIPELINE COMPANY LLC

dated

April 7, 2010

TABLE OF CONTENTS

|  | Page |
ARTICLE I. DEFINITIONS AND CONSTRUCTION |  |  | 2 |
Section 1.1 |  | Definitions |  |  | 2 |
Section 1.2 |  | Construction |  |  | 12 |
Section 1.3 |  | Relationship between Premcor Refining and Premcor Pipeline |  |  | 12 |
Section 1.4 |  | Relationship between PBF and PBF Pipeline |  |  | 12 |
ARTICLE II. PURCHASE AND SALE; CLOSING |  |  | 13 |
Section 2.1 |  | Sale of Assets |  |  | 13 |
Section 2.2 |  | Excluded Assets |  |  | 13 |
Section 2.3 |  | Purchase Price |  |  | 15 |
Section 2.4 |  | Closing |  |  | 15 |
Section 2.5 |  | Deliveries at the Closing |  |  | 15 |
Section 2.6 |  | Assumed Obligations |  |  | 17 |
Section 2.7 |  | Liabilities to be Retained by Seller |  |  | 17 |
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS |  |  | 18 |
Section 3.1 |  | Organization and Qualification |  |  | 18 |
Section 3.2 |  | Due Authority |  |  | 18 |
Section 3.3 |  | Conflicts and Approvals |  |  | 19 |
Section 3.4 |  | Real Property and Tangible Personal Property |  |  | 19 |
Section 3.5 |  | Material Contracts |  |  | 20 |
Section 3.6 |  | Authorizations |  |  | 21 |
Section 3.7 |  | Compliance with Laws |  |  | 21 |
Section 3.8 |  | Litigation |  |  | 22 |
Section 3.9 |  | Insurance |  |  | 22 |
Section 3.10 |  | Employee Matters |  |  | 22 |
Section 3.11 |  | Seller Plans |  |  | 22 |
Section 3.12 |  | Labor Matters |  |  | 22 |
Section 3.13 |  | Intellectual Property |  |  | 23 |
Section 3.14 |  | No Brokers |  |  | 23 |
Section 3.15 |  | No Knowledge of Breach |  |  | 23 |
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYERS |  |  | 23 |
Section 4.1 |  | Organization and Qualification |  |  | 23 |
Section 4.2 |  | Due Authority |  |  | 24 |
Section 4.3 |  | Conflicts and Approvals |  |  | 24 |
Section 4.4 |  | Litigation |  |  | 24 |
Section 4.5 |  | No Brokers |  |  | 24 |
Section 4.6 |  | Available Funds |  |  | 25 |
Section 4.7 |  | No Knowledge of Breach |  |  | 25 |

iv

TABLE OF CONTENTS

|  | Page |
ARTICLE V. PRE-CLOSING COVENANTS |  |  | 25 |
Section 5.1 |  | Operation of Business |  |  | 25 |
Section 5.2 |  | Appropriate Action; Consents; Filings |  |  | 26 |
Section 5.3 |  | Breach Notice |  |  | 28 |
Section 5.4 |  | Right of Entry |  |  | 28 |
Section 5.5 |  | Condition of the Assets |  |  | 29 |
Section 5.6 |  | Independent Investigation |  |  | 30 |
Section 5.7 |  | Supplement to Disclosure Schedules |  |  | 31 |
Section 5.8 |  | Refinery Electricity |  |  | 32 |
Section 5.9 |  | Pipeline Linefill |  |  | 34 |
Section 5.10 |  | Certain Equipment on Order |  |  | 34 |
ARTICLE VI. TITLE MATTERS |  |  | 35 |
Section 6.1 |  | Title Commitment |  |  | 35 |
Section 6.2 |  | Cost of Title Policy |  |  | 35 |
Section 6.3 |  | Survey |  |  | 35 |
ARTICLE VII. EMPLOYEE MATTERS |  |  | 36 |
Section 7.1 |  | Employee Matters |  |  | 36 |
Section 7.3 |  | No Third Party Beneficiaries |  |  | 36 |
ARTICLE VIII. POST CLOSING COVENANTS |  |  | 36 |
Section 8.1 |  | Insurance |  |  | 36 |
Section 8.2 |  | Contractual Payments and Collections; Prorations; Taxes |  |  | 37 |
Section 8.3 |  | Third Party Consents Not Obtained At or Before Closing |  |  | 40 |
Section 8.4 |  | Multi-Site Contracts |  |  | 41 |
Section 8.5 |  | Owned and Leased Vehicles |  |  | 42 |
Section 8.6 |  | Motiva Obligations |  |  | 42 |
Section 8.7 |  | Foreign Trade Zone |  |  | 42 |
Section 8.8 |  | Hydrocarbon Inventory |  |  | 43 |
Section 8.9 |  | Retained Parts and Spares |  |  | 43 |
Section 8.10 |  | Intellectual Property |  |  | 43 |
Section 8.11 |  | Further Assurances |  |  | 46 |
ARTICLE IX. CLOSING CONDITIONS |  |  | 46 |
Section 9.1 |  | Conditions to Obligations of Each Party Under this Agreement |  |  | 46 |
Section 9.2 |  | Additional Conditions to Seller’s Obligations |  |  | 47 |
Section 9.3 |  | Additional Conditions to Buyer’s Obligations |  |  | 47 |
ARTICLE X. CASUALTY OR CONDEMNATION |  |  | 48 |
Section 10.1 |  | Notice |  |  | 48 |
Section 10.2 |  | Repair or Replacement |  |  | 48 |
Section 10.3 |  | Condemnation Awards |  |  | 49 |

v

TABLE OF CONTENTS

|  | Page |
Section 10.4 |  | Purchase Price Adjustment |  |  | 49 |
Section 10.5 |  | Deferral of Closing Date and Termination Date |  |  | 50 |
ARTICLE XI. TERMINATION |  |  | 50 |
Section 11.1 |  | Termination |  |  | 50 |
Section 11.2 |  | Effect of Termination |  |  | 50 |
ARTICLE XII. INDEMNICATION AND REMEDIES |  |  | 51 |
Section 12.1 |  | Survival |  |  | 51 |
Section 12.2 |  | Indemnification Provisions for Benefit of Buyer |  |  | 51 |
Section 12.3 |  | Indemnification Provisions for Benefit of Sellers |  |  | 52 |
Section 12.4 |  | Indemnification Procedures; Matters Involving Third Parties |  |  | 53 |
Section 12.5 |  | Determination of Losses |  |  | 54 |
Section 12.6 |  | Limitations on Liability |  |  | 55 |
Section 12.7 |  | Governing Law |  |  | 55 |
Section 12.8 |  | Jurisdiction; Consent to Service of Process; Waiver |  |  | 55 |
Section 12.9 |  | Dispute Resolution |  |  | 56 |
Section 12.10 |  | Availability of Equitable Relief |  |  | 56 |
ARTICLE XIII. MISCELLANEOUS |  |  | 56 |
Section 13.1 |  | Amendment |  |  | 56 |
Section 13.2 |  | Notices |  |  | 56 |
Section 13.3 |  | Public Announcements |  |  | 57 |
Section 13.4 |  | Expenses |  |  | 57 |
Section 13.5 |  | Headings |  |  | 57 |
Section 13.6 |  | Severability |  |  | 57 |
Section 13.7 |  | Assignment |  |  | 57 |
Section 13.8 |  | Parties in Interest |  |  | 58 |
Section 13.9 |  | Failure or Indulgence Not Waiver |  |  | 58 |
Section 13.10 |  | Disclosure Schedules |  |  | 58 |
Section 13.11 |  | Time of the Essence |  |  | 58 |
Section 13.12 |  | Counterparts |  |  | 58 |
Section 13.13 |  | Entire Agreement |  |  | 58 |

EXHIBITS

Exhibit A |  | Assignment of Contracts
Exhibit B-1 |  | Buyer Guaranty
Exhibit B-2 |  | Seller Guaranty
Exhibit C |  | Dispute Resolution Procedures
Exhibit D |  | Environmental Agreement
Exhibit E |  | Knowledge Individuals

vi

TABLE OF CONTENTS

|  |  |  | Page
Exhibit F |  | Transition Services Agreement |  |
Exhibit G |  | Deeds |  |
Exhibit H |  | Bill of Sale |  |
Exhibit I |  | Assignment of Rights of Way |  |
Exhibit J |  | Terminalling Agreement |  |
Exhibit K |  | Special Provisions Regarding Hydrocarbon Inventory in Certain Tanks |  |
Exhibit L |  | Certain DNREC Orders Subject to Closing Condition |  |
Exhibit M |  | Certain DNREC Permit Conditions Subject to Closing Conditions |  |

vii

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 7, 2010 (the “Execution Date”) by and among THE PREMCOR REFINING GROUP INC., a Delaware corporation (“Premcor Refining”). THE PREMCOR PIPELINE CO., a Delaware corporation (“Premcor Pipeline”). DELAWARE CITY REFINING COMPANY LLC, a Delaware limited liability company (“Delaware City Refining”), and DELAWARE PIPELINE COMPANY LLC a Delaware limited liability company (“Delaware Pipeline”). Premcor Refining and Premcor Pipeline are sometimes herein referred to individually as a “Seller” and collectively as the “Sellers”. Delaware City Refining and Delaware Pipeline are sometimes herein referred to individually as a “Buyer” and collectively as the “Buyers”.

RECITALS

A. Premcor Refining and Premcor Pipeline are both indirect wholly owned subsidiaries of Valero Energy Corporation, a Delaware corporation (“Valero”)

B. Premcor Refining owns a petroleum refinery in Delaware City, Delaware. Premcor Refining permanently ceased refining operations in Delaware City on November 20, 2009 and shut down all of the refinery process units and numerous other related assets (such assets, together with certain shut-down gasification and power generating assets, are more particularly defined elsewhere in this Agreement as the “Refining Assets,” and cessation of refining operations and shut down of the Refining Assets is sometimes herein referred to as the “Shutdown”). Subsequent to the Shutdown, Premcor Refining has continued to operate certain logistics assets at the site, including the docks, tank farm and truck rack, as well as the wastewater treatment plant (such assets which Premcor Refining continues to operate are more particularly defined elsewhere in this Agreement as the “Terminal Assets”).

C. Premcor Pipeline owns a 16” nominal diameter pipeline, which is approximately 23.4 miles in length, and which runs between the Delaware City refinery and SUNOCO’s Twin Oaks Station in Delaware County, Pennsylvania (the “Pipeline”).

D. Sellers desire to sell, transfer and convey the Assets (as defined below) to Buyers, and Buyers desire to purchase the Assets from Sellers, upon the terms and subject to the conditions set forth below.

E. In order to induce Buyers and Sellers to enter into and consummate the transactions contemplated by this Agreement, Buyer Guarantor and Seller Guarantor have executed and delivered the Buyer Guaranty and the Seller Guaranty, respectively, on the Execution Date.

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NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties and covenants contained herein, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions. As used in this Agreement (including in the Recitals), the following terms shall have the following meanings:

“Affiliate” means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, and ownership of 50% or more of the voting securities of another Person shall create a rebuttable presumption that such Person controls such other Person.

“Agreement” has the meaning given such term in the preamble of this Agreement.

“Applicable Rate” means a rate per annum which shall be equal to the sum of LIBOR plus 2.0%.

“Assets” has the meaning given such term in Section 2.1.

“Assigned Contracts” means all Contracts (including the Material Contracts) of Sellers that are exclusively used in the day-to-day maintenance and operation of the Assets and the conduct of the Business as of the Execution Date, excluding (i) the Excluded Contracts, and (ii) the Collective Bargaining Agreements and all other agreements between Sellers and the Union.

“Assignment of Contracts” shall mean an assignment and assumption of contracts covering Assigned Contracts in the form attached hereto as Exhibit A.

“Assignment of Rights of Way” means the Assignment and Bill of Sale of Rights of Way, Easements, Licenses, Permits and Other Pipeline Interests in the form attached hereto as Exhibit I.

“Assumed Obligations” has the meaning given such term in Section 2.6.

“Authorization” means any franchise, permit, license, authorization, order, certificate, registration, variance, settlement, compliance plan or other consent or approval granted by any Governmental Authority (i) under any Law, or (ii) under or pursuant to any Judgment or material contract with any such Governmental Authority.

“Bill of Sale” means a Bill of Sale in the form attached hereto as Exhibit H.

“Books and Records” means all books and records of Sellers which are or were exclusively used by or for the Refinery or the Pipeline and are related to the Business or Assets up to the Closing Date including: (i) all design manuals, operation and safety manuals, blueprints, engineering studies and engineering reports; system engineering and design information; and all associated data files and data bases to the extent such systems exist exclusively for the operation of the Assets and can be delivered by Sellers to Buyers; and (ii) Sellers’ operational and technical records relating exclusively to the Assets prior to the Closing

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Date. For the avoidance of doubt, Books and Records specifically excludes (w) all records, documents, plans, strategies and financial records related to the transactions contemplated by this Agreement; (x) any records, documents, plans, strategies, process management procedures and procedures and financial records which pertain to other refineries, pipelines, terminals and facilities owned by Sellers or their Affiliates, (y) employee personnel and medical records (other than any training records that Sellers can share without violating privacy or other Law for those Employees and Former Employees that are hired by Buyers within one year after the Closing Date, upon written request from Buyers for such training records), and (z) any of Sellers’ minute books and records, Tax Returns or other materials which do not relate exclusively to the Assets or the Business conducted by Sellers utilizing the Assets or any part thereof.

“Breach Notice” has the meaning given such term in Section 5.3.

“Business” means, as context requires, either (i) the business as conducted by Sellers prior to the Shutdown, utilizing the Assets in the ownership and operation of the Refinery and the Pipeline, and/or (ii) the logistics activities conducted by Sellers after the Shutdown, utilizing the Terminal Assets and/or the Pipeline.

“Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.

“Buyer” and “Buyers” have the meanings given such terms in the preamble of this Agreement.

“Buyer Guarantor” means PBF Energy Partners LP, a Delaware limited partnership.

“Buyer Guaranty” means the guaranty agreement that has been issued by the Buyer Guarantor and delivered to Sellers on the Execution Date, a copy of which is attached hereto as Exhibit B-1.

“Buyer Indemnitees” means Buyers, their Affiliates and their respective officers, directors, employees, partners, agents, representatives, and their successors and permitted assigns.

“Buyer Third Person Consent” means any Third Person Consent required under (i) any organizational document of Buyers, or (ii) any material contract to which Buyers are a party or by which they or their assets are bound.

“Casualty” has the meaning given such term in Section 10.1.

“Claim” means any demand, claim, action, investigation, inquiry, notice of violation, legal proceeding or arbitration, whether or not ultimately determined to be valid.

“Closing” and “Closing Date” have the meanings given such terms in Section 2.4.

“Code” means the Internal Revenue Code of 1986, as amended. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

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“Collective Bargaining Agreements” has the meaning given such term in Section 3.12.

“Confidentiality Agreement” means the Confidentiality Agreement, dated as of August 14, 2009, by and between Valero Energy Corporation and PBF Investments, LLC.

“Contract(s)” means any written, oral, implied or other promise, agreement, contract, understanding, arrangement, license instrument, note, guaranty, indemnity, representation, warranty, assignment, power of attorney, certificate, purchase order, work order, commitment, covenant, assurance or undertaking of any nature, including all amendments, modifications and supplements thereto, but excluding the Rights of Way, the Permits, Authorizations, this Agreement and any agreements to be entered into pursuant to this Agreement.

“Customs” has the meaning given such term in Section 8.7.

“Deeds” has the meaning given such term in Section 2.5(b).

“Diligence Representative” has the meaning given such term in Section 5.4(a).

“Disclosure Schedules” means the disclosure schedules delivered by Sellers to Buyers or Buyers to Sellers, as the case may be, on the Execution Date. The Disclosure Schedules have been arranged in sections corresponding to the numbered sections of this Agreement.

“Dispute Resolution Procedures” means the procedures set forth in Exhibit C.

“Dollars” and the symbol “$” mean the lawful currency of the United States of America.

“Employees” means the employees employed by VSI or its Affiliates in connection with the Business as of the Execution Date.

“Environmental Agreement” means the Environmental Agreement entered into by and between Buyers and Sellers as of the Execution Date, a copy of which is attached hereto as Exhibit D.

“Environmental Law” has the meaning given such term in the Environmental Agreement.

“Environmental Liabilities” has the meaning given such term in the Environmental Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any entity which is (or at any relevant time was) a member of a “controlled group of corporations” with, under “common control” with, or a member of an “affiliated service group” with, the Sellers as defined in Section 414(b), (c), (m) or (o) of the Code, or under “common control” with the Seller, within the meaning of Section 4001(b)(1) of ERISA.

“Excluded Assets” has the meaning given such term in Section 2.2.

“Excluded Contract” has the meaning given such term in Section 3.5(b).

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“Execution Date” has the meaning given such term in the preamble of this Agreement.

“Former Employees” means employees employed by VSI or its Affiliates in connection with the Business at any time during the one year period prior to the Execution Date, other than Employees.

“FTZ” has the meaning given such term in Section 8.7.

“FTZ Board” has the meaning given such term Section 8.7.

“Governmental Authority” means any national, federal, regional, state, local or other governmental agency, authority, administrative agency, regulatory body, commission, instrumentality, court or arbitral tribunal having governmental or quasi-governmental powers.

“Hazardous Materials” has the meaning given such term in the Environmental Agreement.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Improvements” means all buildings, structures, docks, facilities, improvements, fixtures and aboveground and underground piping and storage tanks and appurtenances which may be located on or within the Refinery Land, areas within any pipeline easements appurtenant to the Refinery Land, areas on, within or under Real Property Leases, or the land covered by the Rights of Way.

“Indemnification Deductible” means $1,000,000.

“Indemnified Party” has the meaning given such term in Section 12.4(a).

“Indemnifying Party” has the meaning given such term in Section 12.4(a).

“Intellectual Property” has the meaning given such term in Section 3.13.

“Judgments” means all judgments, orders, decrees, consents, directives, settlements or any other similar requirement imposed, issued or assessed by, or entered into with, applicable Governmental Authorities pursuant to any Law.

“Knowledge” and “Known” mean, in the case of Seller, the actual knowledge of the individuals listed in Part I of Exhibit E, in their capacities as employees of Sellers or any of their Affiliates, without independent investigation or inquiry and, in the case of Buyers, the actual knowledge of the individuals listed in Part II of Exhibit E, in their capacities as employees of Buyers or any of their Affiliates, without independent investigation or inquiry.

“Law” means any applicable law (including common law), statute or ordinance of any nation or state, including the United States of America, and any political subdivision thereof, including any state of the United States of America, any rule, regulation, legally enforceable policy, protocol, proclamation or executive order promulgated by any Governmental Authority,

5

any rule or regulation of any self-regulatory organization such as a securities exchange, or any applicable decree or Judgment having the effect of law in any such jurisdiction, excluding any Environmental Law.

“Leased Vehicles” has the meaning given such term in Section 8.5.

“LIBOR” means for each applicable day, the rate stated in the “Money Rates” section of The Wall Street Journal published on such day as the one month London Interbank Offered Rate; and if The Wall Street Journal is not published on such day, then the aforesaid rate in the most recent edition of The Wall Street Journal preceding such day shall be utilized for such day.

“Lien” means any mortgage, pledge, security interest, lien, deed of charge, right of first refusal or first offer, floating charge or other charge of any kind (including any agreement to give any of the foregoing), any conditional sale or other title retention agreement, or the filing of or agreement to give any security interest, charge or financing statement under the Laws or Environmental Laws of any jurisdiction.

“Litigation” means any action, case, suit, investigation or other proceeding pending before any Governmental Authority or any arbitration proceeding.

“Loss” means, subject to Section 12.5 and Section 12.6, all damages, natural resource damages, penalties, fines, related costs, amounts paid in settlement, liabilities, obligations, losses, related expenses and fees, including costs of study or investigation thereof, court costs, costs of defense and reasonable attorneys’ fees and expenses in connection therewith.

“Material Adverse Effect” means a material adverse effect on the Assets taken as a whole; provided, however, that in no event shall any effect that results from any of the following be deemed to constitute a Material Adverse Effect: (a) this Agreement or any actions taken in compliance with this Agreement, the transactions contemplated hereby, or the pendency or announcement thereof, (b) changes or conditions generally affecting the industry in which the Sellers operate, (c) changes in general economic, regulatory or political conditions (including interest rate and currency fluctuations), (d) changes in Law or Environmental Law, (e) changes in accounting principles, (f) acts of war, insurrection, sabotage or terrorism, unless, in the case of each of the clauses (b)-(f) above, such change has a disproportionately adverse effect on the Business or Assets as compared to the effect oh the assets of other participants in the industry.

“Material Contract” has the meaning given such term in Section 3.5(a).

“Motiva Agreement” means that certain Asset Purchase Agreement dated March 30, 2004 by and between Motiva Enterprises LLC and Premcor Refining as amended by First Amendment to Asset Purchase Agreement dated April 30, 2004.

“Multi-Site Contract” has the meaning given such term in Section 8.4.

“Obligations” shall mean duties, liabilities and obligations, whether vested, absolute or contingent, primary or secondary, direct or indirect, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory or otherwise.

6

“Other Agreements” means the Terminalling Agreement, the Environmental Agreement, and the Transition Services Agreement.

“Owned Vehicles” has the meaning given such term in Section 8.5.

“Pension Plans” has the meaning given such term in the definition of Seller Plan.

“Permits” means all consents, permits, licenses, orders, registrations, certificates, approvals or other similar rights, authorizations or directives from any Governmental Authority which are necessary to the ownership and operation of the Assets, but excluding the Rights of Way.

“Permitted Lien” means:

(i) Liens set forth in Section 1.1(d) of the Disclosure Schedules;

(ii) Liens imposed by Law and incidental to the construction, maintenance, development or operation of the Business or the Assets, if payment of the obligation secured thereby is not yet overdue or if the validity or amount of which is being contested in good faith by Seller;

(iii) Liens for Taxes, assessments, obligations under workers’ compensation or other social welfare legislation or other requirements, charges or levies of any Governmental Authority, in each case not yet overdue or which are being contested in good faith by Seller;

(iv) easements, servitudes, rights-of-way and other rights, exceptions, reservations, conditions, limitations, covenants and other restrictions on the Real Property (i) described in the Title Commitments, (ii) contained in any Real Property Lease, or (iii) that do not materially interfere with, materially impair or materially impede the operation, value or use of the Assets affected thereby;

(v) pre-printed standard exceptions in the Title Policy;

(vi) pledges and deposits to secure the performance of bids, tenders, trade or government contracts (other than for repayment of borrowed money), leases, licenses, statutory obligations, surety bonds, performance bonds and completion bonds or as otherwise incurred in the ordinary course of business that do not materially interfere with, impair or impede the Business as currently conducted by Seller and which are transferred to Buyers hereunder or are otherwise the responsibility of Buyers hereunder after Closing;

(vii) any Liens consisting of (A) statutory landlord’s liens under leases to which either Seller is a party or other Liens on leased property reserved in leases thereof for rent or for compliance with the terms of such leases, (B) rights reserved to or vested in any Governmental Authority by Law to control or regulate any property of Sellers, or to limit the use of such property in any manner which does not materially impair the use of such property for the purposes for which it is held by Sellers, (C) obligations or duties to any Governmental Authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in

7

any Governmental Authority to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, or (D) zoning or other land use or Environmental Laws and ordinances of any Governmental Authority, in each case that do not materially detract from the value or marketability of the property affected or interfere with, impede or impair the Business as currently conducted by Sellers;

(viii) Liens in respect of Judgments with respect to which an appeal or other proceeding for review is being prosecuted and with respect to which a stay of execution pending such appeal or such proceeding for review has been obtained, so long as the underlying Litigation is a Retained Liability;

(ix) mechanic’s and materialmen’s Liens and similar charges filed of record but (A) are being contested in good faith, (B) for which either Seller is the beneficiary of a contractual indemnity from another Person, or (C) for which the applicable statutory foreclosure period or other enforcement rights have lapsed, provided that the underlying Claim or Obligation forming the basis for any such Lien or charge is a Retained Liability;

(x) Liens that will be paid in full or released on or prior to the Closing Date;

(xi) Non-monetary Liens that would not reasonably be expected to materially interfere with, materially impede or materially impair the operation or value of the Assets or the Business as currently conducted by Sellers or as conducted immediately prior to the Shutdown; and

(xii) Liens caused or created by Buyers or any Affiliates or Diligence Representatives of Buyers.

“Person” means an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of business or professional entity.

“Pipeline” has the meaning given such term in the recitals of this Agreement.

“Post-Closing Tax Period” has the meaning given such term in Section 8.2(f).

“Pre-Closing Tax Period” has the meaning given such term in Section 8.2(f).

“Premcor Pipeline” has the meaning given such term in the preamble of this Agreement.

“Premcor Refining” has the meaning given such term in the preamble of this Agreement.

“Purchase Price” has the meaning given such term in Section 2.3.

“Real Property” means the Refinery Land, together with (i) all Improvements located thereon and (ii) all easements, licenses, rights and appurtenances relating to the Refinery Land or Improvements.

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“Real Property Leases” shall mean the rights and incidents of interests of Sellers in and to all real property leased by Sellers and comprising any portion of the Refinery, together with all of Sellers’s right, title and interest in the leasehold estate described in the leases covering such real property.

“Refinery” means Seller’s former petroleum refinery located in Delaware City, Delaware, including the Refining Assets and the Terminal Assets, but excluding any Excluded Assets.

“Refinery Land” means the tracts or parcels of land, and interests in land, owned or leased by Premcor Refining and on which the Refinery is located, as described in Section 1.1(a) of the Disclosure Schedules.

“Refining Assets” means the process units, refinery buildings, electric generating equipment and facilities, gasification equipment and facilities, assets under construction, spare parts and supplies, and other equipment and facilities located at the Refinery and described in Section 1.1(b) of the Disclosure Schedules.

“Repair Costs” has the meaning given such term in Section 10.2(a).

“Repair Cost Dispute” has the meaning given such term in Section 10.2(c).

“Repair Negotiation Period” has the meaning given such term in Section 10.2(b).

“Represented Employee” means an Employee represented by the Union.

“Retained Liabilities” has the meaning given such term in Section 2.7.

“Retained Litigation” has the meaning given such term in Section 2.7(c).

“Retained Product Inventory” means the refined petroleum products that Premcor. retains title to at Closing and thereafter stores in the Refinery tankage pursuant to the Terminalling Agreement.

“Rights of Way” means all leases, easements, rights of way, property use agreements, line rights and real property licenses and permits (including permits from railroads and road crossing permits or other rights-of-way permits from any Governmental Authority) pursuant to which Premcor Pipeline has the right to use the real property on which the Pipeline is located, including those listed in Section 2.1(c) of the Disclosure Schedules.

“Seller” and “Sellers” have the meanings given such terms in the preamble of this Agreement.

“Seller Captive Insurers” has the meaning given such term in Section 8.1(a).

“Seller Guarantor” means Valero Energy Corporation, a corporation organized under the laws of Delaware.

9

“Seller Guaranty” means the guaranty agreement issued by the Seller Guarantor and delivered to Buyers on the Execution Date, a copy of which is attached hereto as Exhibit B-2.

“Seller Indemnitees” means Sellers, their Affiliates and their respective officers, directors, partners, employees, agents, representatives and their successors and permitted assigns.

“Seller Plan” means all pension plans, as defined in Section 3(2) of ERISA (“Pension Plans”) and welfare plans, as defined in Section 3(1) of ERISA (“Welfare Plans”), which the Sellers or an ERISA Affiliate maintains, administers, or contributes to, or is required to contribute to, or within the five (5) years prior to the Closing Date, maintained administered, contributed to or was required to contribute to, or under which the Sellers or an ERISA Affiliate may incur any liability and which cover any Employee or Former Employee of the Sellers or any ERISA Affiliate.

“Seller Policies” has the meaning given such term in Section 8.1(a).

“Seller Third Person Consent” means any Third Person Consent required under (i) any organizational document of either Seller, (ii) any Material Contract to which either Seller is a party or by which either Seller or any of the Assets are bound, or (iii) any of the Rights of Way.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other legal entity (and any successor to any such legal entity) of which such Person owns, directly or indirectly, more than 50% of the stock or other equity or partnership interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, limited liability company, joint venture or other legal entity.

“Successor” and “Successorship” means the successorship doctrine as defined by the National Labor Relations Board and the courts, and/or the successorship letter negotiated as part of the National Oil Bargaining Policy.

“Taking” has the meaning given such term in Section 10.1.

“Tangible Personal Property” shall mean (i) all systems, movable plant, machinery, equipment, vehicles, supplies, catalyst (including any precious metals therein), spare parts, pump stations, meter stations, tanks, piping and other items of tangible personal property owned or leased by Sellers and used primarily in connection with the ownership and operation of the Refining Assets or the ownership and operation of the Terminal Assets or the Pipeline (as applicable) in the ordinary course of Business, and which are situated on or within the Real Property or the land covered by the Rights of Way on the Execution Date, and (ii) without limiting the generality of clause (i) of this definition, all of the items of tangible personal property listed on Section 1.1(b), Section 1.1(c) and Section 4.3(e) of the Disclosure Schedules; but in all cases excluding the Excluded Assets.

“Tax” means taxes of any kind including federal, state, local or foreign, levies or other like assessments, customs, duties, charges or fees, including, without limitation, income taxes, gross receipts, ad valorem, transfer, registration, stamp, environmental, value added, excise, real or property, asset, sales, use, franchise, license, payroll, transaction, capital, net worth,

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withholding, estimated, social security, utility, workers’ compensation, severance, disability, wage, employment, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes or other governmental taxes imposed by or on behalf or payable to any Taxing Authority whether or not shown on a Tax Return, together with any interest, penalties or additions with respect thereto and any interest in respect of such additions or penalties.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement or similar statement relating to Taxes, including any schedule or attachment thereto.

“Taxing Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax and the Governmental Authority charged with the collection of such Tax, including any Governmental Authority that imposes, or is charged with collecting, social security or similar charges or premiums.

“Terminal Assets” means the docks, tanks, tank farm, truck rack, wastewater treatment plant, pipelines, steam, air, water, electric and fuel systems and other equipment, facilities and assets owned by Premcor Refining and located on the Refinery Land, other than the Refining Assets and the Excluded Assets.

“Terminalling Agreement” means the Terminalling Agreement to be entered into by and between Delaware City Refining and Premcor Refining (or, at Premcor Refining’s election, an Affiliate of Premcor Refining) on the Closing Date, substantially in the form attached hereto as Exhibit J.

“Termination Date” has the meaning given such term in Section 11.1(d).

“Third-Party Claim” has the meaning given such term in Section 12.4(b).

“Third-Party Estimate” has the meaning given such term in Section 10.2(c).

“Third Person Consent” means any approval, consent, amendment or waiver of a Person that is required in order to effect the transactions contemplated hereby or any of the Other Agreements or any part hereof or thereof, including waivers and consents by lenders and waivers of transfer or change of control restrictions; provided that Third Person Consents shall not include Authorizations.

“Title Commitments” has the meaning given such term in Section 6.1.

“Title Company” means Fidelity National Title Insurance Company, National Title Services Division, 1330 Post Oak Blvd., Suite 2330, Houston, Texas 77056, Attention: Rhonda P. Obaugh.

“Title Policy” means an Owner’s Policy of Title Insurance on the ALTA Form 2006 issued 06/17/2006, or such other form as may be promulgated for use in the State of Delaware as of the Closing Date, insuring the Seller’s fee simple title to the tracts, pieces or parcels of real property described in the Title Commitments, in accordance with and subject to the matters set forth in the Title Commitments.

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“Transition Services Agreement” means the Transition Services Agreement to be entered into by and among Buyers, Sellers and the other parties thereto on the Closing Date, substantially in the form attached hereto as Exhibit F.

“Union” has the meaning given such term in Section 3.12.

“Valero” has the meaning given such term in the recitals of this Agreement.

“VSI” means Valero Services, Inc. an Affiliate of Sellers.

“WARN Act” has the meaning given such term in Section 7.1 of the Disclosure Schedules.

Section 1.2 Construction Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. Terms defined in the singular have the corresponding meanings in the plural, and vice versa. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits or Schedules refer to exhibits or schedules to this Agreement, which are attached hereto and made a part hereof for all purposes. The word “includes” or “including” means “including, but not limited to.” The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear. Any reference to a statute, regulation or law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder, all as in effect as of the Closing Date. Currency amounts referenced herein, unless otherwise specified, are in Dollars. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

Section 1.3 Relationship between Premcor Refining and Premcor Pipeline. Each of Premcor Refining and Premcor Pipeline is entering into this Agreement solely as to that portion of the Assets owned by it, and neither makes any representations or warranties as to any portion of the Assets owned by the other or any aspect of the Business conducted by the other. Unless context clearly requires otherwise, whenever a representation, warranty or covenant is made herein by a “Seller” it shall be deemed made only by the Seller that owns the Assets or conducts or formerly conducted (as applicable) the Business to which the representation, warranty or covenant pertains.

Section 1.4 Relationship between Delaware City Refining and Delaware Pipeline. Each of Delaware City Refining and Delaware Pipeline is entering into this Agreement solely as to that portion of the Assets that they will purchase, and neither makes any representations or warranties as to any portion of the Assets to be purchased by the other or any aspect of the Business conducted by the other. Unless context clearly requires otherwise, whenever a representation, warranty or covenant is made herein by a “Buyer” it shall be deemed made only by the Buyer that is to purchase the Asset or (as applicable) the Business to which the representation, warranty or covenant pertains.

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ARTICLE II.

PURCHASE AND SALE; CLOSING

Section 2.1 Sale of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, convey, transfer, assign and deliver to Buyers, and Buyers shall purchase and acquire from Sellers all right, title and interest of Sellers in and to the following assets (other than the Excluded Assets) owned or used by Sellers exclusively in connection with the Business (collectively the “Assets”), free and clear of all Liens other than the Permitted Liens or except as otherwise specifically provided herein:

(a) all Real Property;

(b) all Tangible Personal Property;

(c) all of Sellers’ right, title and interest in and to the Rights of Way;

(d) all Assigned Contracts;

(e) to the extent assignable, all of Sellers’ right in the leases of equipment or other personal property leased by Sellers, and relating exclusively to the Refinery or the Pipeline, which leases, to the extent they constitute Material Contracts, are identified in Section 3.5(a) of the Disclosure Schedules;

(f) all Owned Vehicles and Leased Vehicles;

(g) all of Seller’s rights to Intellectual Property used exclusively in the operation of the Refinery as it was operated immediately prior to the Shutdown;

(h) all Permits and Authorizations and pending applications therefor or renewals thereof, in each case issued to Sellers exclusively for the operation of the Refinery or the Pipeline, and to the extent assignable; and

(i) the Books and Records.

Section 2.2 Excluded Assets. Notwithstanding anything contained in this Agreement to the contrary, the following rights, properties and assets (collectively, the “Excluded Assets”) will not be included in the Assets:

(a) all cash or cash equivalents, bank deposits, marketable securities or notes receivable of Sellers or any of their Affiliates;

(b) all accounts receivable from any Person and any notes receivable from any Person arising out of the operation of the Refinery, the Pipeline or the Business prior to Closing, as well as all amounts, if any, that are receivable by Sellers from their Affiliates;

(c) (i) the Pipeline linefill, (ii) the Retained Product Inventory, and (iii) all other hydrocarbon inventory that Seller will retain title to after Closing in accordance with Exhibit K;

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(d) the Excluded Contracts;

(e) all assets and rights involved in the marketing and supply business conducted by Sellers or any Affiliate of Sellers (including the Pipeline linefill and the Retained Product Inventory, but excluding any other physical assets located on or at the Real Property or the Right of Way, which shall form part of the Assets);

(f) the spare parts and other items identified in Section 2.2(f) of the Disclosure Schedules (the “Retained Parts and Spares”);

(g) (i) Proprietary trade names (including the trade names “Valero” and “Premcor” and all variations thereof), trademarks, service marks, logos, trade dress, insignia, imprints, brand identifications, advertising and trade names of Sellers and all signs and other personal property whose primary purpose is to display any of the foregoing, (ii) any proprietary invention, patent, trade secret, copyright, technological information, software or data of Sellers except to the extent expressly included in the Assets, (iii) all documents and communications of Sellers and their Affiliates that are subject to the attorney-client privilege or that comprise attorney work product or the attorney-client relationship, and (iv) all forms and documents which prominently incorporate any of the foregoing;

(h) all assets and rights owned by third parties;

(i) all Claims, demands and causes of action that Sellers or any of their Affiliates may have against any Persons (including insurers) relating solely to events, conditions or circumstances existing or occurring at any time prior to Closing (including any counterclaims or defenses that Sellers may have with respect to any Retained Liabilities or the liabilities indemnified against under Section 12.2, Section 12.3 or the Environmental Agreement);

(j) all insurance coverage to which Sellers or any of their Affiliates may be entitled (whether as an additional insured, named insured or otherwise) with respect to any events, conditions or circumstances existing or occurring at any time prior to Closing;

(k) any books and records (i) which constitute corporate, financial, tax and legal records of Sellers unrelated to the Business, (ii) which relate exclusively to, or the retention of which are necessary for the defense of, any of the Retained Liabilities (or the liabilities or obligations indemnified against under Section 12.2 or for which Sellers are responsible under the Environmental Agreement), or (iii) the disclosure of which to Buyers would waive (or would reasonably risk the waiver of) any attorney/client, work product, tax practitioner, audit or other privilege relating to the Retained Liabilities (or the liabilities or obligations indemnified against under Section 12.2 or the liabilities for which Sellers are responsible under the Environmental Agreement), or (iv) which constitute third party data or information that cannot be disclosed or transferred to Buyers without violating legal constraints or legal obligations to the third party owner thereof; provided, however, that subject to the parties entering into a mutually-agreed joint defense agreement(s) to allow for the sharing of common defense privileged materials, Buyers, at Buyers’ expense and upon written request to Sellers, may receive copies of any of the items in the foregoing clauses (ii) and (iii) as well as any other books and records in the possession of Sellers to the extent (and only to the extent) they contain information about the

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Refinery or the Business that Buyers reasonably need in connection with third party Claims or Litigation arising from the Assumed Obligations or in order to comply with Law. Seller also reserves the right to retain copies (but not originals) of any Books and Records delivered to Buyers pursuant hereto, as may be necessary to comply with Law, to honor Seller’s obligations or enforce Seller’s rights hereunder, or to meet any audit or document retention requirements;

(l) Tax refunds or credits arising out of Taxes paid by Sellers or their Affiliates and all claims of Sellers or their Affiliates for refunds of or loss carry forwards or carry backs with respect to (i) Taxes attributable to any period prior to the Closing Date, or (ii) any Taxes attributable to Excluded Assets;

(m) all intercompany accounts due to or from Sellers or any of their Affiliates and all intercompany contracts pursuant to which Sellers or any of their Affiliates have agreed to provide management, operational or administrative services or employees to the Sellers;

(n) the Seller Policies;

(o) all deposits paid by Sellers or any of their Affiliates in connection with the Refinery, the Pipeline, Assets or the Business; and

(p) all rights in connection with and assets of the Seller Plans.

Section 2.3 Purchase Price. The purchase price for the Assets is Two Hundred and Twenty Million Dollars ($220,000,000) (the “Purchase Price”).

Section 2.4 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Sellers in San Antonio, Texas, or at such other place as Buyers and Sellers may mutually agree, at 9:00 A.M. Central time on the later of May 1, 2010 or the second Business Day after the satisfaction or waiver of the conditions contained in Article IX (other than those conditions that by their nature are to be fulfilled at Closing), or at such other date as Sellers and Buyers may mutually agree (the “Closing Date”); provided that, the Closing shall be deemed for all purposes of this Agreement to occur on 12:00:01 A.M. Delaware City, Delaware time on the Closing Date.

Section 2.5 Deliveries at the Closing. At the Closing, the following events shall occur:

(a) Buyers shall deliver, or cause to be delivered, to Seller:

(i) an amount equal to the Purchase Price, adjusted as appropriate in accordance with the provisions of Section 8.2(b)(i), Section 8.2(c), Section 8.2(f), and Section 10.2(b); such payment to be made by wire transfer to the accounts of Sellers set forth on Section 2.5(a)(i) of the Disclosure Schedules;

(ii) the certificates referred to in Section 9.2(a) and Section 9.2(b);

(iii) a duly executed Assignment of Contracts;

(iv) a duly executed Assignment of Rights of Way;

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(v) a duly executed Bill of Sale;

(vi) copies of all Buyer Third Person Consents and Authorizations obtained pursuant to Section 5.2;

(vii) the duly executed Other Agreements (except for any Other Agreements already executed and delivered by Buyers prior to Closing);

(viii) a certificate of incumbency of the signatory officers of each Buyer;

(ix) a certificate as to the good standing of each Buyer issued by the Secretary of State of Delaware;

(x) resolutions of Buyers authorizing the execution of this Agreement and the Other Agreements to which Buyers are partes and the consummation of the transactions contemplated under this Agreement and the Other Agreements to Buyers are partes (to the extent required by Buyers’ organizational documents), in each case certified by the Secretary or other executive officer of each Buyer as being correct and complete and then in full force and effect; and

(xi) any other agreements, documents, instruments and writings required to be delivered by Buyers to Sellers at or prior to the Closing pursuant to this Agreement.

(b) At the Closing, each Seller (as applicable) shall deliver, or cause to be delivered, to Buyers:

(i) one or more properly executed and acknowledged special warranty deeds (the “Deeds”) to be substantially in the form attached hereto as Exhibit G conveying to the appropriate Buyer good, marketable and indefeasible title to all owned Real Property subject to the Permitted Liens;

(ii) a duly executed assignment of the Real Property Leases;

(iii) a duly executed Assignment of Contracts;

(iv) a duly executed Assignment of Rights of Way;

(v) a duly executed Bill of Sale;

(vi) copies of all Seller Third Person Consents and Authorizations obtained pursuant to Section 5.2;

(vii) the certificates referred to in Section 9.3(a) and Section 9.3(b);

(viii) the duly executed Other Agreements (except for any Other Agreements already executed and delivered by Seller prior to Closing);

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(ix) a non-foreign affidavit certifying the fact that Seller is not a “Foreign Person” as that term is defined under Section 1445(b)(2) of the Code in the form required by Treasury regulations promulgated under Section 1445 of the Code;

(x) a certificate of incumbency of the signatory officers of Seller;

(xi) a certificate as to the good standing of Seller issued by the Secretary of State of Delaware;

(xii) resolutions of Seller authorizing the execution of this Agreement and the Other Agreements to which Seller is a party and the consummation of the transactions contemplated under this Agreement and the Other Agreements to which Seller is a party (to the extent required by Seller’s organizational documents), in each case certified by the Secretary or other executive officer of Seller as being correct and complete and then in full force and effect;

(xiii) any other agreements, documents, instruments and writings required to be delivered by Sellers to Buyers at or prior to the Closing pursuant to this Agreement;

(xiv) any documents that may be reasonably required by the Title Company in order to cause the Title Company to issue the Title Policy for the Real Property. Additionally, Sellers shall instruct the Title Company to issue the Title Policy; and

(xv) evidence in form and substance reasonably satisfactory to Buyers (such as UCC-3 termination statements) showing release of all monetary Liens on the Assets and other Liens for which documentation of release can be obtained and is ordinarily and customarily provided in transactions similar in nature to those contemplated hereunder, except for Permitted Liens.

Section 2.6 Assumed Obligations. Except in respect of Environmental Liabilities, which are addressed exclusively in the Environmental Agreement, as part of the consideration for the transactions contemplated hereby, Buyers shall assume, be responsible for, and pay, perform and discharge, in due course all of the following (collectively, the “Assumed Obligations”):

(a) all Obligations under the Assigned Contracts, Permits and Rights of Way that are payable or performable on or after the Closing Date; and

(b) all other Obligations arising out of the ownership, operation or use of the Assets at any time from and after the Closing Date.

Section 2.7 Liabilities to be Retained by Seller. Except in respect of Environmental Liabilities, which are addressed exclusively in the Environmental Agreement, Sellers shall retain, be responsible for, and pay and discharge in due course all of the following (the “Retained Liabilities”):

(a) all Obligations under the Assigned Contracts, Permits and Rights of Way that are payable or performable prior to the Closing Date;

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(b) Obligations arising out of or with respect to Employees’ and Former Employees’ employment with, or the termination of their employment from, Sellers or their Affiliates; as well as any other liabilities or obligations for which Sellers or their Affiliates will be responsible pursuant to ARTICLE VII;

(c) (i) the Claims and Litigation set forth in Section 2.7(c) of the Disclosure Schedules and (ii) any other Claims or Litigation, whether now existing or hereafter arising, which are based upon A) products produced at the Refinery prior to the Closing Date or (B) exposure, injuries, accidents or other events occurring at or with respect to the Refinery or the Pipeline prior to the Closing Date (such Claims and Litigation described in clauses (i) and (ii) are herein collectively referred to as the “Retained Litigation”);

(d) any Obligations relating to the Excluded Assets;

(e) all other Obligations arising out of the ownership, operation or use of the Assets at any time prior to the Closing Date; and

(f) subject to the other provisions of this Agreement, all other Obligations of Sellers not specifically assumed by Buyers in this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as set forth in the Disclosure Schedules, which exceptions shall be deemed to be part of the representations and warranties made hereunder, and except with respect to any matters involving Hazardous Materials or Environmental Law (which matters are addressed exclusively in the Environmental Agreement and as to which no representations or warranties whatsoever are made in this Agreement), and as a material inducement to Buyers to enter into this Agreement and to close the contemplated transaction, Sellers hereby represent and warrant to Buyers that the following statements are true and correct as of the Execution Date:

Section 3.1 Organization and Qualification Each Seller is a Delaware corporation, duly organized and validly existing and in good standing under Delaware Law. Each Seller has the requisite corporate power and authority to carry on its business as it is now being conducted. Each Seller is duly qualified as a foreign corporation and in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have an adverse effect on the Seller’s ability to execute, deliver and perform its obligations under this Agreement and the Other Agreements to which it is a party.

Section 3.2 Due Authority. Each Seller and each Affiliate of the Sellers has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Other Agreements to which it is a party, and to carry out the transactions contemplated hereby and thereby. This Agreement and the Other Agreements to which each Seller and each Affiliate of the Sellers is a party have been duly and validly executed and delivered by each Seller and each such Affiliate of Sellers, as the case may be, and, assuming the due authorization, execution and delivery by Buyers, this Agreement and the Other Agreements

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to which each Seller and its Affiliates is a party constitute the legal, valid and binding obligations of each Seller and such Affiliates, as the case may be, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

Section 3.3 Conflicts and Approvals. Assuming the accuracy of Buyers’ representations and warranties and except for (a) the receipt of the Seller Third Person Consents set forth in Section 3.3(a) of the Disclosure Schedules, and (b) the effectuation of all filings required under the HSR Act, and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth in Section 3.3(b) of the Disclosure Schedules, neither the execution and delivery by Sellers and their Affiliates of this Agreement or the Other Agreements to which each, as appropriate, will be a party, nor the performance by each of its obligations hereunder or thereunder will (A) violate or breach the terms of or cause a default, event of default or right for any Person to accelerate, terminate, modify or cancel under (i) any Law applicable to Sellers or any Affiliates of Sellers, (ii) the certificates of incorporation or bylaws of Sellers or any Affiliates of Sellers, (iii) any Authorizations or Judgments binding on Sellers or any Affiliates of Sellers or to which any of their respective assets are subject, or (iv) any Material Contract of Sellers or any Affiliates of Sellers or (v) result in the creation or imposition of any Lien, other than a Permitted Lien, on any of the Assets or (B) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 3.3, except for any matters described in this Section 3.3 that would not reasonably be expected to materially and adversely affect the ability of either Seller or any Affiliate of Sellers to execute, deliver and perform its obligations under this Agreement and the Other Agreements to which it is a party; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Sellers, threatened, against Sellers or to which any assets of Sellers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Sellers to execute, deliver and perform its obligations under this Agreement or any Other Agreement to which Sellers are a party.

Section 3.4 Real Property and Tangible Personal Property.

(a) Premcor Refining has (i) good, marketable and indefeasible title to that Real Property which it owns in fee; and (ii) a valid leasehold interest in that Real Property which it leases subject to the terms of the Real Property Leases; in each case, free and clear of all Liens other than the Permitted Liens.

(b) Except as set forth in Section 3.4(b) of the Disclosure Schedules, Premcor Pipeline has either good and indefeasible title to, or a valid right to use under and subject to the terms of the Rights of Way, all real property on which the Pipeline is located; in each case, free and clear of all Liens other than the Permitted Liens.

(c) Subject to any Third Person Consent or Authorization for the transfer and assignment from a Seller to a Buyer, each Seller owns, leases or has the legal right to use (or in the case of contract rights, receive the benefits of) all Tangible Personal Property, free and clear of all Liens except Permitted Liens.

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(d) Except as set forth in Section 3.4(d) of the Disclosure Schedules, (i) to Sellers’ Knowledge, all Real Property Leases represent valid, binding and enforceable agreements of Premcor Refining subject to the terms thereof; and (ii) Premcor Refining is not in material default under any Real Property Leases to which it is a party nor to the Knowledge of Sellers is there any event or circumstance that solely with the giving of notice or the lapse of time or both would constitute a material default under any such Real Property Leases.

(e) Section 3.4(e) of the Disclosure Schedules lists all material fixed assets comprising the Terminal Assets and the Pipeline as of the Execution Date, other than the Excluded Assets. All of the assets on Section 3.4(e) of the Disclosure Schedules are owned by either Premcor Refining (with respect to Terminal assets) or Premcor Pipeline (with respect to Pipeline assets).

(f) Section 1.1(b) of the Disclosure Schedules lists all material fixed assets comprising the Refining Assets as of the Execution Date, other than the Excluded Assets. All of the assets on Section 1.1(b) of the Disclosure Schedules are owned by Premcor Refining.

(g) Except as would not reasonably be expected to have a Material Adverse Effect, to Sellers’ Knowledge, (i) the use and operation of the Real Property, Real Property Leases and Rights of Way in the conduct of the Sellers’ Business (A) as currently conducted does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit, Authorization or agreement, and (B) as conducted prior to the Shutdown did not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit, Authorization or agreement, and (ii) no material improvements constituting a part of the Real Property, Real Property Leases or Pipeline materially encroach on real property owned or leased by a Person other than the Sellers. There is no Litigation pending nor, to the Sellers’ Knowledge, are any Claims or Litigation threatened against or affecting the Real Property, Real Property Leases or Right of Way or any portion thereof or interest therein, which Litigation or Claims are in the nature or in lieu of condemnation or eminent domain proceedings.

Section 3.5 Material Contracts.

(a) Section 3.5(a) of the Disclosure Schedules contains a list of each Contract (other than Excluded Contracts) as of the Execution Date to which either Seller is a party and that is regularly used exclusively in connection with the ownership of the Assets or the conduct of the Business as currently conducted and that (i) requires total payments, obligation or liability to or by the Seller or its Affiliate (as applicable) of at least fifty thousand Dollars ($50,000) annually, (ii) is for a term of greater than one year, (iii) relates to indebtedness for borrowed money (including, without limitation, guarantees of indebtedness for borrowed money), (iv) is with any Governmental Authority, or (v) creates any joint venture, partnership or similar arrangement (the “Material Contracts”). Each Material Contract is a legal, valid and binding obligation of the applicable Seller or its Affiliate (as appropriate), enforceable against such Seller or Affiliate (as appropriate) in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws

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affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Except as specified in Section 3.5(a) of the Disclosure Schedules, neither of the Sellers or their Affiliate (as applicable), on the one hand, nor to Seller’s Knowledge, any other party thereto, on the other hand, is in default under any of the Material Contracts where such default would result in a Material Adverse Effect. Except as specified in Section 3.5(a) of the Disclosure Schedules, since the Execution Date, neither of the Sellers nor any of their Affiliates has received written notice of cancellation or termination of any Material Contract from any party thereto or notice of any intent to do so. To Sellers’ Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder, in all cases where the same would result in a Material Adverse Effect. Sellers shall be permitted to supplement and amend Section 3.5(a) of the Disclosure Schedules prior to the Closing with Material Contracts to which either Seller or any of their Affiliates has entered in the normal course of business between the Execution Date and the Closing; provided that no such Material Contract shall be subject to termination with greater than 30 days notice or be subject to penalty or acceleration of payment upon termination, and all such Material Contracts together shall not have a total monthly obligation to either Buyer after Closing of greater than $100,000.

(b) Section 3.5(b) of the Disclosure Schedules constitutes a list of each Contract to which either Seller or any of their Affiliates is a party and which is regularly used in connection with the ownership of the Assets or the conduct of the Business, and that is to be retained by the applicable Seller or Affiliate and not assigned to Buyers (the “Excluded Contracts”).

Section 3.6 Authorizations. Except as specified in Section 3.6 of the Disclosure Schedules, each Seller has obtained all material Authorizations that are necessary to carry on the Business, in all material respects, as currently conducted, and had as of the time of the Shutdown all material Authorizations necessary to carry on the Business, in all material respects, as conducted immediately prior to the Shutdown, (b) to the Knowledge of each Seller, other than the Shutdown, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to constitute or result in a violation by such Seller, or a failure on the part of such Seller to comply with the terms of, any Authorization, (c) neither Seller has received from any Governmental Authority written notification that any Authorization (i) is not in full force and effect, (ii) has been violated in any respect, or (iii) is subject to any suspension, revocation, modification or cancellation, and (d) there is no action, suit, proceeding, arbitration or investigation pending or, to the Knowledge of either Seller, threatened, regarding suspension, revocation, modification or cancellation of any Authorization.

Section 3.7 Compliance with Laws. Except as set forth in Section 3.7 of the Disclosure Schedules or as would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of each Seller, (a) such Seller (i) is operating the Terminal Assets in compliance in all material respects with all Laws and (ii) was, immediately prior to the Shutdown, operating the Refining Assets in compliance in all material respects with all Laws then in effect, (b) such Seller has not received any written notification from any applicable Governmental Authority that

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the Assets are not in compliance with any Laws, (c) to the Knowledge of Seller, except for the Shutdown, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to constitute or result in a failure of the Assets to comply with the terms of any Law.

Section 3.8 Litigation. Except as set forth in Section 3.8 of the Disclosure Schedules, there is no Litigation pending or, to the Knowledge of each Seller, threatened, against either Seller or to which the Assets or Business are subject, except Claims that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 3.9 Insurance. Section 3.9 of the Disclosure Schedules sets forth a list of all material third-party liability, fire, casualty, business interruption, workers’ compensation and other similar forms of insurance insuring the Company, the Assets or the Business, setting forth the carrier, expiration dates, a general description of type of coverage and coverage amounts. All such insurance policies are in full force and effect and all premiums due thereon have been paid.

Section 3.10 Employee Matters.

(a) There are no employment agreements (other than the Collective Bargaining Agreements) governing the employment of Employees.

(b) Neither Premcor Refining nor Premcor Pipeline has any Employees.

Section 3.11 Seller Plans. Section 3.11 of the Disclosure Schedules sets forth a list of all material Seller Plans to the extent applicable to Employees and Former Employees. Sellers have made available to Buyers correct and complete copies of each of the following with respect to the Seller Plans, to the extent applicable to any Employee or Former Employee: (i) any plan documents and all amendments thereto, the most recent written descriptions thereof which have been distributed to Sellers’ employees, and (ii) the most recent determination or opinion letter issued with respect to each Seller Plan that is intended to be qualified under Code Section 401(a).

Section 3.12 Labor Matters.

(a) VSI is bound by the applicable Collective Bargaining Agreements, (the “Collective Bargaining Agreements”) between VSI or its Affiliate and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (AFL-CIO) and its Local 4-898 (USW) and the International Brotherhood of Electrical Workers (AFL-CIO) and its Local 1238 (IBEW) (USW and IBEW are collectively referred to herein as the “Union”), true and correct copies of which have been provided to Buyers. Section 3.12(a) of the Disclosure Schedules sets forth each material memoranda or letter of understanding applicable to the Collective Bargaining Agreements.

(b) Except as disclosed in Section 3.12(b) of the Disclosure Schedules, (i) there are no grievances pending pursuant to the Collective Bargaining Agreement nor are there any unfair labor practice charges or complaints pending before any agency having jurisdiction over any of the Employees and there are no union representation claims involving any of the Employees; and (ii) there are no pending strikes, work stoppages, work slowdowns, picketing, lockouts or similar labor activity, except for routine grievance matters or complaints by or with respect to any of the Employees.

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Section 3.13 Intellectual Property. With respect to the Business and except to the extent set forth in Section 3.13 of the Disclosure Schedules, (i) each Seller owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of the Business as currently conducted and as conducted immediately prior to the Shutdown, except for those with respect to which the failure to own or license could not reasonably be expected to have a Material Adverse Effect (the “Intellectual Property”) and, (ii) no Claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor, to the Knowledge of either Seller, is there any valid basis for any such Claim, and (iii) to Sellers’ Knowledge, the use of such Intellectual Property by each Seller (as applicable) does not infringe on the rights of any Person and (iv) to Sellers’ Knowledge, no royalties are due from Sellers to any licensors of such Intellectual Property on account of throughput or other similar usage in excess of licensed capacity prior to the Execution Date.

Section 3.14 No Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Other Agreements based upon arrangements made by or on behalf of Sellers or any of their Affiliates, except any fees and commissions that will be discharged by Sellers or their Affiliates.

Section 3.15 No Knowledge of Breach. As of the Execution Date, Sellers have no Knowledge of any breach by Buyers of any of Buyers’ representations or warranties in Article IV.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF BUYERS

Except as set forth in the Disclosure Schedules, which exceptions shall be deemed to be part of the representations and warranties made hereunder, and as a material inducement to Seller to enter into this Agreement and to close the contemplated transaction, Buyers hereby represent and warrant to Sellers that the following statements are true and correct as of the Execution Date:

Section 4.1 Organization and Qualification. Each Buyer is a limited liability company duly organized and validly existing and in good standing under the Laws of the jurisdiction of its organization. Each Buyer has the requisite power and authority to carry on its business as it is now being conducted. Each Buyer is duly qualified as a foreign entity and in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have an adverse effect with respect to such Buyer and its Subsidiaries taken as a whole or a material adverse effect on such Buyer’s ability to execute, deliver and perform its obligations under this Agreement and the Other Agreements.

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Section 4.2 Due Authority. Each Buyer has full corporate power and authority to execute, deliver and perform this Agreement and the Other Agreements to which it is a party, and to carry out the transactions contemplated hereby and thereby. This Agreement and the Other Agreements to which each Buyer is a party have been duly and validly executed and delivered by such Buyer and, assuming the due authorization, execution, and delivery by Seller, this Agreement and the Other Agreements to which such Buyer is a party constitute the legal, valid and binding obligations of such Buyer enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

Section 4.3 Conflicts and Approvals. Assuming the accuracy of Seller’s representations and warranties and except for (a) the receipt of the Buyer Third Person Consents set forth on Section 4.3(a) of the Disclosure Schedules and (b) the effectuation of all filings required under the HSR Act and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on Section 4.3(b) of the Disclosure Schedules, neither the execution and delivery by Buyers of this Agreement or the Other Agreements to which Buyers are a party, nor the performance by Buyers of their obligations hereunder or thereunder will (A) violate or breach the terms of or cause a default event of default or right for any Person to accelerate, terminate, modify or cancel under (i) any Law applicable to Buyers, (ii) the certificate of organization or bylaws or other organizational documents of Buyers, (iii) any Authorizations or Judgments binding on Buyers or to which any of their assets are subject or (iv) any material contract of Buyers or (B) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 4.3, except for any matters described in this Section 4.3 that would not reasonably be expected to materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement and the Other Agreements; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers to execute, deliver and perform its obligations under this Agreement or any Other Agreement to which Buyers are a party.

Section 4.4 Litigation. There are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement or any Other Agreement to which Buyers are parties.

Section 4.5 No Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Other Agreements based upon arrangements made by or on behalf of Buyers, except any fees and commissions that will be discharged by Buyers.

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Section 4.6 Available Funds. Buyers will at the Closing have sufficient immediately available funds, in cash, sufficient to pay the Purchase Price, as it may be adjusted pursuant to this Agreement

Section 4.7 No Knowledge of Breach. As of the Execution Date, Buyers have no Knowledge of any breach by Sellers of any of Sellers’ representations or warranties in Article III.

ARTICLE V.

PRE-CLOSING COVENANTS

Section 5.1 Operation of Business. Except (i) as set forth in Section 5.1 of the Disclosure Schedules and the other matters identified therein, (ii) as otherwise contemplated by this Agreement, or (iii) as otherwise consented to by Buyers, such consent not to be unreasonably withheld, conditioned or delayed, from the Execution Date until the Closing, Sellers shall:

(a) afford to Buyers and their agents, advisors and representatives reasonable access to the Assets, Sellers’ personnel, documents and books and records relating to the Assets and shall furnish such information about the Assets as Buyers shall reasonably request, all upon reasonable notice to Sellers and in a maimer that does not interfere in any material respect with normal operations of the Sellers;

(b) Except in the ordinary course of the Business consistent with past practice and except as expressly contemplated by this Agreement or the Environmental Agreement, not sell or dispose of any of the Assets or grant any Lien, other than Permitted Liens, with respect to any of the Assets;

(c) subject to Section 3.5(a), not amend, modify or terminate any Material Contract, or otherwise waive, release or assign any material rights, Claims or benefits of Sellers under any Material Contract;

(d) except in the ordinary course consistent with past practice, not destroy or remove any Books and Records;

(e) promptly notify Buyers of any material emergency or other material change in the Assets;

(f) subject to Section 3.5(a), not agree, resolve or commit to do any of the actions prohibited in Section 5.1 (b), (c) or (d), that would, or the effects of which would, survive the Closing

(g) conduct the Business and operate the Assets in the ordinary course consistent with past practice taking into consideration the Shutdown; and

(h) use commercially reasonable efforts to preserve beneficial relationships with lessors, licensors and service providers, taking into consideration the Shutdown.

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Section 5.2 Appropriate Action; Consents; Filings. From the Execution Date to the Closing:

(a) Subject to Sellers’ and Buyers’ additional obligations in clauses (b), (c) and (d) of this Section 5.2, Sellers and Buyers shall each use all commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things that, in either case, are necessary, proper or advisable under Law, Environmental Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Other Agreements, and (ii) obtain from the relevant Governmental Authorities all Authorizations required to be obtained at or prior to the Closing by Buyers or Sellers in connection with the authorization, execution, delivery and performance of this Agreement and the Other Agreements and the consummation of the transactions contemplated hereby and thereby. Buyers’ obligations in this regard, shall include applying for and obtaining (and causing its Affiliates to apply for and obtain, where applicable) all federal, state and local sales, use, motor fuels, franchise and other Tax permits, licenses, certificates, exemptions and similar Tax-related Authorizations as are necessary to enable Buyers and their Affiliates, as applicable, to consummate the transactions contemplated hereunder and under the Other Agreements.

(b) As promptly as practicable, Sellers and Buyers shall make all necessary filings, including filings under the HSR Act and other filings and registrations referred to in the Disclosure Schedules, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under any Law or Environmental Law at or prior to the Closing. Buyers and Sellers shall bear the costs and expenses of their respective filings; provided, that Buyers shall pay the filing fee in connection with any such filings. Buyers and Sellers shall reasonably cooperate in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing (excluding documents and communications which are subject to preexisting confidentiality agreements or the attorney-client privilege or work product doctrine or which refer to valuation of the Assets or the Business) and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Buyers and Sellers shall each use all commercially reasonable efforts to furnish or cause to be furnished all information required for any application or other filing to be made pursuant to any Law or Environmental Law in connection with the transactions contemplated by this Agreement and the Other Agreements.

(c) Except to the extent restricted by confidentiality obligations, Buyers and Sellers shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (ii) any Governmental Authority in connection with the transactions contemplated hereby, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to, or involving or otherwise affecting Buyers or Sellers that relate to the consummation of the transactions contemplated hereby, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other party to consummate the transactions contemplated hereby not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such party under

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this Agreement, or (C) delay or impede the ability of either Buyers or Sellers, respectively, to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. Nothing in this Section shall require Buyers to provide Sellers any notice or communication among Buyers and their owners or with respect to Buyers’ financing of the transaction.

(d) Buyers and Sellers each agree to cooperate and to use all commercially reasonable efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement or the Other Agreements, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action. Notwithstanding anything to the contrary in this Agreement, Buyers shall take, or cause to be taken, such commercially reasonable actions related to or involving the Business required by any Governmental Authority as a condition to the granting of any Authorization necessary for the consummation of the transactions contemplated by this Agreement or the Other Agreements, or as may be required to avoid, lift, vacate or reverse any legislative, administrative or judicial action that would otherwise cause any closing condition not to be satisfied; provided that Buyers will not be required to place any material restrictions on Buyers’ and Buyers’ Affiliates pre-existing or future business, and none of Buyers or Buyers’ Affiliates shall be required to dispose of any of their respective assets.

(e) Buyers and Sellers shall each timely give or cause to be given all notices to third Persons and use all commercially reasonable efforts to obtain all Third Person Consents (i) set forth on Section 3.3 and Section 4.3 of the Disclosure Schedules, (ii) required under any Material Contract in connection with the consummation of the transactions contemplated hereby or (iii) otherwise required to prevent a Material Adverse Effect from occurring prior to or after the Closing. Except as otherwise expressly set forth herein, Sellers shall be solely responsible for the payment of all third party transfer fees and other costs, fees and expenses, if any, necessary to secure any Third Person Consents or otherwise effect the transfer of any Assigned Contracts from Sellers to Buyers.

(f) Buyers shall use diligent efforts to secure the release of Sellers and their Affiliates from liability (whether absolute or contingent) for any post-Closing obligations of Buyers under any Authorizations or Material Contracts assigned or transferred from Sellers or any of their Affiliates to Buyers in accordance herewith, and to secure the release of Sellers and their Affiliates from any guarantees of such post-Closing obligations under any Authorizations or Material Contracts. Buyers’ efforts in this regard shall include, if necessary, causing the Buyer Guarantor to guarantee the obligations of Buyers under the affected Authorizations or Material Contracts or posting a letter of credit, performance bond or other form of credit support to replace any similar form of credit support provided by Sellers or any of their Affiliates prior to Closing. Sellers and their Affiliates shall have the right to cancel or revoke any guarantees, bonds, letters of credit and similar undertakings provided by them or on their behalf to secure any obligations related to the Assets or the Business, provided that Sellers will not do so without notifying Buyers and allowing Buyers the reasonable opportunity to provide the counterparty a guarantee, bond, letters of credit or similar undertaking on substantially similar terms to those

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provided by Sellers or their Affiliates, or to otherwise take steps adequate to either secure Sellers’ release or protect Sellers from Claims by the parties in whose favor such guarantees or other credit support obligations run. Buyers shall indemnify the Seller Indemnitees in accordance with Section 12.3 for any Losses the Seller Indemnitees suffer or incur and which they would not have suffered or incurred but for Buyers’ failure or inability to secure any of the releases required under this paragraph. The provisions of this paragraph shall survive Closing.

Section 5.3 Breach Notice. If, prior to the Closing Date, either Buyer, on the one hand, or either Seller, on the other hand, obtains Knowledge of a breach of any of the other party’s representations, warranties or covenants contained in this Agreement, it shall notify the other party in writing of such information (the “Breach Notice”) as promptly as reasonably possible, but in all events not later than the day prior to the Closing Date, and the Breach Notice shall contain reasonable details regarding the alleged breach and a good faith estimate of the potential Losses associated with such breach.

Section 5.4 Right of Entry.

(a) Buyers hereby acknowledges that any access to the Refinery, the Pipeline and any Real Property by Buyers or any representative, consultant or other Person acting by or on behalf of Buyers (“Diligence Representative”) shall be at the sole risk, cost and expense of Buyers except for the gross negligence or willful misconduct of Seller Indemnitees. Buyers shall ensure that each Diligence Representative complies with all security, safety and similar requirements customarily imposed by Sellers on their properties, as well as the requirements of any applicable Rights of Way, leases or other agreements. Before and after the Closing, BUYERS SHALL ASSUME AND INDEMNIFY, DEFEND AND HOLD HARMLESS THE SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE ARISING OUT OF BUYERS’ OR ANY DILIGENCE REPRESENTATIVE’S ENTRY UPON OR ACCESS TO THE REFINERY, THE PIPELINE, AND ANY OTHER PHYSICAL ASSETS AND ALL LOSSES INCURRED BY THE SELLER INDEMNITEES WITH RESPECT TO EACH SUCH CLAIM, IN EACH CASE REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT (OTHER THAN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLER INDEMNITEES OR ANY EMPLOYEE OF ANY SUCH PERSON) OF THE SELLER INDEMNITEES OR ANY EMPLOYEE OF ANY SUCH PERSON. Additionally, any inspection or investigation conducted by Buyers or their Diligence Representatives shall be conducted in accordance with Law and Environmental Law, applicable Refinery rules and regulations (including those related to health, safety, security and the environment) and in such manner as not to unreasonably interfere with the operation of the Terminal Assets, the Pipeline or any other Assets. Buyer shall not be entitled to conduct any invasive testing or invasive environmental assessments or any other sampling (including air sampling) or testing of soil or ground or surface water at, or under, any real property associated with the Refinery, the Pipeline or any other Assets, without the prior written consent of Sellers not to be unreasonably withheld or delayed, Buyers being limited to the review of Sellers’ or their Affiliates’ records or any other publicly available materials or information with regard to these matters.

(b) Before any Diligence Representative (other than employees of Buyers and their Affiliates) is permitted to engage in any activities within the Refinery or any land on which

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the Pipeline is located, Buyers shall (or shall cause the applicable Diligence Representative to) provide proof that the following types and minimum amounts of insurance coverage are in effect and cover the activities of such Diligence Representative:

A. |  | 1. Worker’s Compensation or equivalent |  | As required by applicable law $100,000 per occurrence $1,000,000 Combined Single Limit endorsed to cover (i) contractual liability Bodily Injury and Property Damage assumed under this Agreement, (ii) products liability, and (iii) completed operations $1,000,000 Combined Single Limit Bodily Injury and Property Damage Combined $10,000,000 Combined Single Limit Bodily Injury and Property Damage Combined
|  | 2. Employer’s Liability or equivalent |
B. |  | Commercial General Liability: |
C. |  | Automobile Liability Coverage: endorsed to cover all owned, non-owned and hired vehicles |
D. |  | Umbrella Liability in excess of A.2., B. & C. Endorsed to provide a drop-down endorsement in the event underlying limits are exhausted by claims. (Not required for Diligence Representatives whose scope of work is limited to low risk activities distant from Refinery operational areas.) |

Buyers shall furnish (or cause to be furnished) to Sellers a certificate of insurance evidencing that the above minimum coverages are in effect. All policies shall contain a waiver of subrogation clause in favor of the Seller Indemnitees. All policies except A.1 above shall be endorsed to name the Seller Indemnitees (and any third parties over whose property the Pipeline traverses, if Buyers or their Diligence Representatives will access such property) as additional insureds. The certificate of insurance shall further specify that all coverages are primary over (and not contributory with or secondary to) any insurance carried by the additional insureds for their own account. Such insurance shall be endorsed with a standard cross liability clause in favor of the additional insureds. Such insurance shall cover the actions of all Diligence Representatives. The certificate of insurance shall state that Sellers shall be provided not less than thirty (30) days prior written notice of any cancellation or material adverse change with respect to any of the policies.

Notwithstanding anything to the contrary contained in this Agreement, the provisions of this paragraph shall survive the Closing and any cancellation or termination of this Agreement. The insurance required under this paragraph shall operate independent and apart from Buyers’ indemnification obligations under this Agreement.

Section 5.5 Condition of the Assets. In consummating the purchase of the Assets contemplated hereunder, Buyers acknowledge that they will become the owners of the Assets, and that BUYERS ACCEPT SUCH ASSETS IN THEIR AS-IS, WHERE-IS, CONDITION, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, REPRESENTATION OR WARRANTY AS TO TITLE, CONDITION (INCLUDING

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ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (ALL OF WHICH REPRESENTATIONS, WARRANTIES AND COVENANTS SELLERS HEREBY EXPRESSLY DISCLAIM), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN OR IN THE ENVIRONMENTAL AGREEMENT, AS APPLICABLE. FURTHER, AND FOR THE AVOIDANCE OF DOUBT (BUT WITHOUT LIMITING ANY PROVISIONS IN THE ENVIRONMENTAL AGREEMENT) ALL LOSSES AND CLAIMS RESULTING FROM EXPOSURES, INJURIES, ACCIDENTS AND OTHER EVENTS HAPPENING AFTER CLOSING, EVEN IF CAUSED (IN WHOLE OR IN PART) BY A CONDITION OF THE ASSETS THAT EXISTED ON OR BEFORE CLOSING, SHALL BE ASSUMED OBLIGATIONS, AND NOT RETAINED LIABILITIES.

Without limiting the generality of the foregoing, and notwithstanding anything to the contrary elsewhere herein, Buyers expressly acknowledge and understand that Premcor Refining permanently ceased refining operations at the Refinery at the time of the Shutdown and shut down the Refining Assets on or before that time, and Sellers make no representations or warranties as to whether the Refining Assets are in, or could be put in, a condition suitable for use.

Section 5.6 Independent Investigation. Buyers acknowledge and affirm that (i) they have had full access to the extent they deem useful or necessary to all information and materials made available by Sellers and their representatives during the course of Buyers’ due diligence investigation of the Assets, and (ii) they have had access to the personnel, officers, professional advisors, operations and records of Sellers pertaining to the Assets. As of the Closing, Buyers will have completed their independent investigation, verification, analysis, review and evaluation of this Agreement, the Other Agreements, the Assets and Sellers, as Buyers have deemed necessary or appropriate. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLERS IN ARTICLE III OR IN ANY CERTIFICATE DELIVERED PURSUANT HERETO OR IN THE ENVIRONMENTAL AGREEMENT, BUYERS ACKNOWLEDGE AND AGREE THAT (a) THERE ARE NO REPRESENTATIONS OR WARRANTIES MADE BY SELLERS OR ANY OF THEIR AFFILIATES OR ANYBODY ACTING ON THEIR BEHALF, EXPRESS OR IMPLIED, AS TO (i) THE ASSETS, OR (ii) THE OBLIGATIONS, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE ASSETS, BUYERS HAVE RELIED AND WILL RELY SOLELY UPON THEIR OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (b) SELLERS DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO BUYERS BY OR ON BEHALF OF SELLERS OR ANY AFFILIATES OF SELLERS, INCLUDING (i) ANY MODELS PROVIDED BY SELLERS OR THEIR AFFILIATES, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION PURPOSES ONLY, (ii) ANY CORRESPONDENCE FROM SELLERS OR ANY OF

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THEIR REPRESENTATIVES OR AFFILIATES, (iii) ANY PRESENTATION BY THE MANAGEMENT OF SELLERS OR THEIR AFFILIATES AND (iv) ANY INFORMATION, DOCUMENT OR MATERIALS PROVIDED OR MADE AVAILABLE TO BUYERS, OR STATEMENTS MADE TO BUYERS DURING SITE OR OFFICE VISITS, IN ANY DATA ROOM OR MANAGEMENT PRESENTATION); (c) NEITHER SELLERS NOR ANY AFFILIATES, AGENTS, OR REPRESENTATIVES OF SELLERS HAVE MADE, AND SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OR THE BUSINESS; AND (d) SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE REFINERY, THE PIPELINE OR THE PHYSICAL ASSETS, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, ENVIRONMENTAL LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS, INCLUDING ENVIRONMENTAL LAWS AND PERMITS.

Section 5.7 Supplement to Disclosure Schedules. Sellers may from time to time prior to the Closing, by written notice to Buyers, supplement or amend the Disclosure Schedules to correct any matter that would constitute a breach of any representation or warranty of Sellers in ARTICLE III. For purposes of determining whether Buyers’ conditions set forth in Section 9.3 have been fulfilled, the Disclosure Schedules shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any supplement or amendment thereto. If Buyers are not obligated to close but shall elect to close and the Closing shall occur, then any matters disclosed to Buyers pursuant to any supplement or amendment after the Execution Date and prior to the Closing shall be deemed to be waived by Buyers, and Buyers shall not be entitled to make a claim thereon under this Agreement (including pursuant to Article XII) or otherwise. If, however, Buyers are obligated to close and the Closing shall occur, then any matter disclosed to Buyers pursuant to any supplement or amendment provided by Sellers after the Execution Date and prior to the Closing shall not be deemed to be waived by Buyers, and Buyers shall be entitled to make a Claim thereon under this Agreement (including pursuant to Article XII) or otherwise. Further, if Buyers obtain Knowledge of any matter hereunder prior to the Closing and the Closing shall occur, any waiver or non-waiver of any related Claim will be handled in the same manner as such matters are handled with respect to any supplement or amendment to Seller Disclosure Schedule (e.g., they will be waived only if Buyers are not obligated (but elect) to close).

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Section 5.8 Refinery Electricity.

(a) Seller receives retail electric service for the Refinery from an Affiliate, Valero Power Marketing LLC (“VPM”). VPM also purchases electricity generated by the Refinery’s on-site Qualifying Facilities for sale in the PJM wholesale and capacity markets. Both Premcor Refining and VPM have market based rate tariffs on file with the Federal Energy Regulatory Commission (“FERC”). Buyers acknowledge and agree that after Closing, neither VPM nor any of its Affiliates shall have any obligation to provide retail electric service to Buyers or the Refinery or to procure electricity from the Refinery’s Qualifying Facilities. Buyers shall be solely responsible for making their own arrangements to acquire retail electric service for the Refinery from and after Closing. Subject to Section 5.8(b), to the extent Buyers intend to sell any electric energy or capacity from the Qualifying Facilities into the PJM markets or to other parties after Closing, Buyers shall be solely responsible for compliance with all applicable federal and state laws and regulations, including without limitation all applicable FERC regulatory requirements, as are necessary to enable Buyers or their Affiliates, as applicable, to generate, deliver or sell such electric energy or capacity into the bulk power system, PJM markets or to any other parties. For purposes of this paragraph, the term “Qualifying Facility” shall mean the combined-cycle cogeneration facility located on the Refinery Land, comprised of several generating units, which was self-recertified as a QF on April 29, 2004 in FERC Docket No. QF92-17-002.

(b) [REDACTED]

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Promptly following the Execution Date, Buyer shall, or shall cause an Affiliate of Buyer to, (i) take all necessary steps to obtain Market Based Rate Authority from FERC and (ii) become a member of PJM and otherwise meet all requirements of PJM necessary to assume the PJM Contract (such actions are hereinafter collectively referred to as the “Qualifying Actions” and Buyer or the Affiliate of Buyer that has taken such Qualifying Actions is hereinafter referred to as the “Buyer Power Marketer” or “BPM”). Upon the date (the “Assignment Date”) that is the later to occur of (i) Closing, if the Qualifying Actions have been completed by Closing, or (ii) a date agreed to by Buyer and Seller that is not later than ten (10) Business Days after Buyer has notified Seller that the Qualifying Actions are complete, Sellers shall cause VPM to assign, and Buyers shall cause BPM to assume, all of VPM’s interests in the PJM Contract. Such assignment and assumption shall be effected pursuant to PJM’s market rules or in such other manner as PJM may prescribe and shall be structured so that BPM (i) receives all capacity payments and other benefits under the PJM Contract that accrue from and after the Closing Date, and (ii) assumes all of VPM’s obligations under the PJM Contract that accrue from and after the Closing Date. All net amounts (i.e. after deducting any capacity buyback amounts) paid by PJM to VPM with respect to payment periods occurring after the Closing Date shall be paid over by VPM to BPM on the Assignment Date by wire transfer from VPM to an account designated by BPM (unless the Assignment Date coincides with the Closing Date, in which case such payments may be made by way of an adjustment to the Purchase Price). For purposes of determining the amount of the payment due from VPM to BPM under the immediately preceding sentence, any net amounts paid by PJM to VPM for the payment period under the PJM Contract in which the Closing Date falls shall be prorated between VPM and BPM based on the number of days in such payment period prior to the Closing Date (the “Pre-Closing Period”) and the number of Days in such payment period on or after the Assignment Date (the “Post-Closing Period”), with VPM entitled to any net payment from PJM that is attributable to the Pre-Closing Period, and BPM entitled to any net payment from PJM that is attributable to the Post-Closing Period. Should any estimates be used for the foregoing-described proration, a true-up payment from VPM to BPM, or vice-versa, shall be made as necessary within thirty days of the owing party’s receipt of an invoice therefor from the party entitled to payment, accompanied by documentation reasonably establishing the calculation of the true-up payment and reasonable evidence (such as PJM documentation) of the basis therefor.

If the assignment of the PJM Contract from VPM to BPM in the maimer hereinabove contemplated has not occurred through no fault of Sellers within six months following the Closing Date (or, if no Closing occurs, then on any date that this Agreement is terminated in accordance with its terms), then upon Sellers’ demand therefor, Buyers shall pay to Sellers (by wire transfer to an account designated by Sellers) an amount (the “Non-Assignment Payment”) equal to the lesser of (i) VPM’s “cover damages,” calculated as the positive difference (if any) obtained by subtracting the full capacity payment payable by PJM under the 2013/2014 PJM Contract from the cost of any replacement capacity VPM purchases in the PJM market to substitute for capacity VPM cannot deliver from Refinery sources, or (ii) the amount VPM is

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entitled to pay for a full release of its obligations under the 2013/2014 PJM Contract pursuant to Section 9.1.3 of PJM Manual 18: PJM Capacity Market, if then applicable, or if not then under any other then-applicable provision of the PJM rules. Buyer agrees that VPM will not be obligated to try to mitigate its cover damages through, e.g., waiting to see if VPM can purchase replacement power for a lower price at a future date, or otherwise attempting to time the market or hedge against future market pricing; rather, VPM’s only obligation will be to not incur cover damages that exceed any lump sum amount VPM can pay PJM for a full release under the PJM rules. Upon Sellers’ receipt of the Non-Assignment Payment, Buyers and Sellers (and VPM and BPM) shall be relieved of all of their obligations under this Section 5.8(b), including the obligation for VPM to assign, and BPM to assume, the PJM Contract. The parties acknowledge that the Non-Assignment Payment is based upon Section 9.1.3 of PJM Manual 18: PJM Capacity Market and shall constitute liquidated damages. From the time that Sellers make demand therefor until the Non-Assignment Payment is paid in full, Sellers and their Affiliates shall be entitled to offset any amounts owing by them to Buyers or any of Buyers’ Affiliates under this Agreement or any of the Other Agreements against any unpaid portion of the Non-Assignment Payment.

Sellers shall be responsible for causing VPM to comply with all obligations of VPM hereunder and Buyers shall be responsible for causing BPM to comply with all obligations of BPM hereunder.

Sellers make no representations or warranties regarding (i) VPM’s ability to assign the PJM Contract, (ii) any restrictions, limitations or conditions that PJM may impose in connection with such assignment, (iii) whether the amounts in the above chart will remain valid following any assignment of the Current PJM Contract to BPM, or (iv) the amount of any capacity payment that may be awarded to VPM or transferable to BPM in any 2013/2014 PJM Contract.

(c) The provisions of this Section 5.8 shall survive Closing.

Section 5.9 Pipeline Linefill. Prior to Closing, Seller shall ensure that all linefill in the Pipeline consists of ultra low sulfur diesel (“ULSD”) meeting the ULSD specifications for the Buckeye pipeline. Until such time as such linefill has been purchased by a Buyer in accordance with the provisions of Section 8.9, or in the event of an emergency or as required by Law (i) Seller shall not remove or replace such linefill without the prior written consent of Buyers, and (ii) Buyers shall not make any shipments (on their own behalf or for third parties) on the Pipeline or otherwise take any actions that would cause any of such linefill to be lost, contaminated, commingled with third party product, or subject to any Liens (other than Liens caused by or in favor of Seller or its Affiliates). Seller shall have the right, prior to Closing, to amend the Pipeline tariff to suspend it while the foregoing arrangement is in effect.

Section 5.10 Certain Equipment on Order Premcor Refining issued Perry Products seven purchase orders for the construction of seven heat exchangers and one channel box. Two of the heat exchangers were for the Refinery resid cooler capital project and the other items were for Refinery maintenance work in the poly-alky unit and FCC/APU. When all these projects were cancelled. Premcor Refining notified the vendor to stop work on the equipment. The chart in Section 5.10 of the Disclosure Schedules sets forth, to Sellers’ Knowledge, the status of each purchase order. With respect to the two exchangers that are nearly complete, Seller intends

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cause them to be completed and delivered to the Refinery, at which time they will become part of the Retained Parts and Spares subject to the provisions of Section 8.9. With respect to any equipment that Seller does not wish to have the vendor complete (“Incomplete Equipment”), Seller will request that the vendor store such Incomplete Eequipment until such time as Seller notifies the vendor as to its ultimate disposition. Assuming the vendor agrees to store the Incomplete Eequipment, and for so long as the vendor agrees to store the Incomplete Equipment (but in no event later than two Business Days prior to the Closing Date), Buyer shall have the option to offer to purchase Seller’s interest in the Incomplete Equipment (as-is, where-is) and the purchase orders therefor for a fair market value to be proposed by Buyer. If Seller, in its sole discretion, elects to accept Buyer’s offer, then (i) the relevant purchase order(s) shall become Assigned Contracts to be transferred to Buyer at Closing (unless Seller is required to pay for the Incomplete Equipment prior to Closing, in which case Seller will purchase the Incomplete Equipment and cause it to be delivered to the Refinery and such Incomplete Equipment will become part of the Assets) and (ii) the Purchase Price shall be increased by an amount equal to Buyer’s offer. If Buyer fails to make any such offer within the aforesaid time limit, then Buyer’s option shall expire and Seller shall be free to dispose of the Incomplete Equipment in any manner Seller deems appropriate, including by causing some or all of the Incomplete Equipment to be delivered to the Refinery; however, any such Incomplete Equipment that Seller causes to be delivered to the Refinery shall be treated as Retained Parts and Spares subject to the provisions of Section 8.9.

ARTICLE VI.

TITLE MATTERS

Section 6.1 Title Commitment. Sellers shall endeavor to cause the Title Company to issue, within twenty (20) days after the Execution Date, one or more title commitments (the “Title Commitments”) for the Title Policy to be issued by the Title Company with respect to each parcel of Real Property owned in fee simple by Sellers and comprising any portion of the Refinery.

Section 6.2 Cost of Title Policy. Sellers shall pay for the basic premium for coverage under the Title Policy in amount equal to the value of the Refinery Land covered thereby, as reflected on the county property tax rolls. Buyers shall pay for any endorsements or extended coverages it may desire on the Title Policy, as well as for any basic coverage in excess of the amount Sellers are required to provide under the immediately preceding sentence.

Section 6.3 Survey. Sellers shall not be obligated to provide any new or updated surveys of any of the Real Property, and neither Buyers’ or any of their lenders’ receipt of any such surveys shall constitute a condition to Closing or form the basis for delaying Closing; however, Sellers agree to reasonably cooperate with Buyers prior to Closing to permit Buyers to attempt to procure any surveys of the Real Property that Buyers deem reasonably necessary, all at Buyers’ sole cost and expense.

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ARTICLE VII.

EMPLOYEE MATTERS

Section 7.1 Employee Matters. Section 7.1 of the Disclosure Schedules sets forth certain covenants and agreements of Buyers and Sellers related to Employees.

Section 7.2 No Third Party Beneficiaries. No provision of this ARTICLE VII (including those in Section 7.1 of the Disclosure Schedules) shall create any third-party beneficiary rights in any Person, including any employee or former employee (and any beneficiaries, dependents or representatives thereof) of Sellers or Buyers or any of their respective Affiliates, and no provision of this ARTICLE VII (including those in Section 7.1 of the Disclosure Schedules) shall create such third-party beneficiary rights in any Person in respect of any benefits that may be provided, directly or indirectly, under any employee benefit plan or arrangement of Buyers or their Affiliates.

ARTICLE VIII.

POST CLOSING COVENANTS

Section 8.1 Insurance.

(a) Sellers and Buyers acknowledge that Sellers participate in a program of property and liability insurance coverage for themselves and their Affiliates. This program has been designed to achieve a coordinated risk-management package for Sellers and all of their Affiliates. The program consists of various types of policies including: (a) policies under which Sellers or Affiliates or their predecessors are insured; (b) policies issued directly to Affiliates by one of Valero’s wholly-owned insurance companies (“Seller Captive Insurers”); (c) policies issued to Affiliates by one of the Seller Captive Insurers that may or may not be reinsured by third party insurers; and (d) policies issued under a fronting arrangement policy (or its equivalent) by third party insurers that may or may not be reinsured (including through a guarantee, indemnity, letter of credit or similar undertaking) by Valero or its Affiliates. All of the insurance policies through which the program of coverage is presently or has previously been provided by or to Sellers, their predecessors or Affiliates are herein referred to collectively as the “Seller Policies.” It is understood and agreed by Buyers that from and after the Closing:

(i) No insurance coverage shall be provided under the Seller Policies to Buyers;

(ii) Any and all policies insured or reinsured by any of the Seller Captive Insurers which, but for this provision, would have insured the Business or the Assets shall be deemed terminated, commuted and cancelled ab initio as to, the Business, the Assets, Buyers and their Affiliates, but without prejudice to Sellers’ and their Affiliates’ rights thereunder; and

(iii) Without limiting Sellers’ and their Affiliates’ recourse against the Seller Policies in connection with Claims related to Retained Liabilities, the Excluded Assets or any other matter for which Sellers have indemnified the Buyer Indemnitees hereunder, no claims regarding any matter whatsoever,

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whether or not arising from events occurring prior to the Closing, shall be made by Buyers or any of their Affiliates against or with respect to any of the Seller Policies, regardless of their date of issuance.

Section 8.2 Contractual Payments and Collections; Prorations; Taxes.

(a) General. Except where a contrary allocation is expressly set forth elsewhere in this Agreement, all income, expenses, and Taxes attributable to the Assets for the period before the Closing Date are for the account of Sellers, and all income, expenses, and Taxes attributable to the Assets on and after the Closing Date are for the account of Buyers.

(b) Contractual Payments and Collections.

(i) Buyers shall pay, on or before the due date therefor, or be entitled to collect (as applicable) all fees, rents, utility bills and other contractual payment obligations (including any under Assigned Contracts, Permits or Rights-of-Way) that come due after Closing with respect to the Assets or Buyers’ use, operation or ownership thereof. At Closing, the Purchase Price shall be (A) increased by the pro-rated amount of all such payments made by Seller prior to Closing that are attributable to Buyers’ period of ownership, and (B) decreased by an amount equal to the pro-rated amount of any such payment obligations assumed by Buyers that are attributable to Sellers’ period of ownership. Buyers and Sellers shall cooperate in good faith to agree upon the amount of any such Purchase Price adjustments by not later than ten (10) days prior to the Closing Date. After Closing, Sellers shall pay to the appropriate Buyer, within thirty (30) days of receipt of such Buyer’s invoice therefor (accompanied by reasonable supporting documentation), any amounts paid by such Buyer after Closing that are attributable to Sellers’ period of ownership of the Assets and that were not included in the Purchase Price adjustment referenced above in this paragraph. Similarly, after Closing, Buyers shall pay to the applicable Seller, within thirty (30) days of receipt of such Seller’s invoice therefor (accompanied by reasonable supporting documentation), any amounts paid by such Seller before or after Closing that are attributable to Buyers’ period of ownership of the Assets and that were not included in the Purchase Price adjustment referenced above in this paragraph. In determining whether a payment to a third party pursuant to any contract, lease or other commitment is attributable to Buyers’ period of ownership or the Sellers’ period of ownership, the parties will allocate the burden of such payment in a manner that reflects the relative benefit of such work performed, services provided or goods delivered to each party; provided, however, there shall be a rebuttable presumption that any work performed, services provided or goods delivered prior to the Closing Date are for the benefit of Sellers, and any work performed, services provided or goods delivered on or after the Closing Date are for the benefit of Buyers.

(ii) If a Buyer receives any funds or other property that belongs to either of the Sellers, or vice versa, then the receiving party shall hold such funds and property in trust for the benefit of the rightful party and shall promptly

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forward such funds or property to the rightful party. It is the intention of the parties that Sellers shall receive all income, rentals, fees and other revenues (including any under Assigned Contracts, Permits or Rights-of-Way) attributable to Sellers’ period of ownership and operation of the Assets, and Buyers shall receive all income, rentals, fees and other revenues (including any under Assigned Contracts, Permits or Rights-of-Way) attributable to Buyers’ period of ownership and operation of the Assets.

(c) Deposits. The Assets do not include any deposits made by Sellers to secure performance under any Contracts, Permits or Authorizations. Buyers will be required to post their own deposits or, if Sellers agree to assign their deposits to Buyers (and such assignment is permitted under the underlying Contract, Permit or Authorization), the Purchase Price shall be increased by an amount equal to such deposits. If for any reason a deposit made by a Seller is not assigned to a Buyer until after Closing then such Buyer shall promptly (and as a condition to such assignment) pay to the applicable Seller an amount equal to the deposit to be assigned.

(d) Sales and Use Taxes; Gross Receipts Taxes. Sellers and Buyers agree that all state and local sales and use Taxes, gross receipts Taxes or other similar Taxes, if any, relating to the sale and conveyance of the Assets pursuant to this Agreement shall be the liability of Buyers, and shall be borne by Buyers, as follows:

(i) At Closing, Sellers shall not collect from Buyers any state and local sales and use Taxes if Buyers provide Sellers any applicable direct pay permits. Rather, Buyers shall remit such Taxes directly to the appropriate Governmental Authorities when such Taxes are due and owing.

(ii) To the extent that gross receipts tax is payable with respect to the transactions contemplated under this Agreement or the Other Agreements, Sellers shall pay such gross receipts tax and Buyers shall reimburse Sellers for any amounts so paid within ten (10) days following notice from Sellers.

(iii) Promptly following Closing, Buyers shall provide Sellers with an appropriate exemption certificate to establish the right to any exemption from state and local sales and use Taxes and for any exemptions from any other applicable state Tax. Buyers shall thereafter provide Sellers with any additional exemption certificates and other documentation as may be required by the Governmental Authorities for such purpose.

(iv) If any exemption claimed by either Buyer is subsequently denied by any Governmental Authority, and as a result either Seller is assessed additional Taxes, then the applicable Buyer shall reimburse such Seller, or its assignees, for such assessed Taxes, including interest and penalty.

(e) Transfer Taxes. All real and personal property transfer Taxes or other similar Taxes arising out of the consummation of the transactions contemplated by this Agreement shall be borne by and paid directly to the applicable Governmental Authorities in equal amounts by Buyers and Sellers or, if Sellers are required to remit such Taxes, Buyers shall promptly reimburse Sellers for their portion therefor.

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(f) Real Property Taxes. All real property and personal property ad valorem and other similar Taxes, including payments in-lieu-of property Taxes, assessed or levied with respect to the Assets for a taxable period which includes (but does not end on) the Closing Date shall be prorated between Buyers and Sellers based on the number of days of such taxable period before the Closing Date (the “Pre-Closing Tax Period”) and the number of days in such taxable period on and after the Closing Date (the “Post-Closing Tax Period”). Sellers shall be liable for the proportionate amount of such prorated Taxes that is attributable to the Pre-Closing Tax Period, and Buyers shall be liable for the proportionate amount of such prorated Taxes that is attributable to the Post-Closing Tax Period. At Closing, the Purchase Price shall be (i) increased by the amount, if any, of any such Taxes prepaid by Sellers with respect to a Post-Closing Tax Period, or (ii) decreased by the amount, if any, of any such Taxes relating to a Pre-Closing Tax Period which Buyers will be obligated to pay after Closing. Buyers and Sellers shall cooperate in good faith to agree upon the amount of any such Purchase Price adjustments by not later than ten (10) days prior to the Closing Date. Buyers shall file all required reports and returns incidental to such Taxes that become due and payable after Closing and shall pay such Taxes on or before the due date therefor. To the extent that the amount of any such Taxes paid by Buyers with respect to any Pre-Closing Tax Period exceeds the Purchase Price adjustment therefor, Sellers shall reimburse Buyers for the difference within thirty (30) days of Seller’s receipt of Buyers’ invoice therefor, accompanied by reasonable supporting documentation (including copies of relevant Tax bills); provided, however, under no circumstances shall Sellers be required to pay (i) any amount greater than the prorated amount they would have had to pay in respect of the Pre-Closing Tax Period had they not conveyed the Assets to Buyers, or (ii) any penalties or interest resulting from the acts or omissions of Buyers or any of their agents or representatives. Sellers and Buyers shall reasonably cooperate with each other after Closing with respect to any property Tax assessment or valuation (or protest in connection therewith) by any Governmental Authority with respect to the Tax periods in which the Closing Date occurs. If either party receives a refund of any property Taxes paid by the other, the party receiving such refund, whether received in cash, or as a credit against another state and/or local Tax, shall, within thirty (30) days after the receipt of such refund, remit it to the party who paid.

(g) Tax Returns. Except as provided otherwise in this Agreement: (i) for any Tax period or portion of any Tax period ending prior to the Closing Date, Sellers shall be responsible for timely filing of all Tax Returns required by applicable Law to be filed, and payment of all Taxes due, levied or imposed, in connection with the Assets, or employees and independent contractors engaged in operating or maintaining the Assets; (ii) for any Tax period or portion of any Tax period ending on or after the Closing Date, Buyers shall be responsible for the timely filing of all Tax Returns required by applicable Law to be filed, and payment of all such Taxes due, levied or imposed, in connection with the Assets, or employees and independent contractors engaged in operating or maintaining the Assets; and (iii) control of any legal or administrative proceedings concerning any such Taxes with respect to the Assets, and entitlement to any refunds or awards concerning any such Taxes with respect to the Assets, shall rest with the party responsible for payment therefor under this Agreement.

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(h) Cooperation. With respect to any Taxes related to the Assets, Buyers and Sellers agree (i) to furnish or cause to be furnished to each other, upon request, as promptly as applicable, such information and assistance as is reasonably necessary for the computation of any such Taxes or the filing of any applicable Tax Return, the making of any election, or the preparation for or conduct of any audit, examination, or other proceeding by any Governmental Authority, (ii) to furnish each other with copies of any notices from any Governmental Authority that might affect the liability of the other party for Taxes, (iii) to cooperate with each other in the conduct of any audit, examination, or other proceeding, and (iv) that no compromise or settlement of any item from a Tax audit or proceeding which potentially affects the other party shall be agreed upon without prior written consent of the other party, such consent not to be unreasonably withheld.

(i) Record Retention. Buyers and Sellers shall not (and shall ensure that their respective Affiliates do not) destroy or otherwise dispose of any Tax records acquired, removed, or retained hereunder for a period of five (5) years following the Closing Date or such longer period as required by applicable regulations, laws, statutes, or court orders. During such five (5) year (or longer) period, each party shall make such records available to the other party or its authorized representatives for any legitimate purpose that does not unreasonably interfere with the record holder’s business operations.

(j) Valuations. Subject to Section 2.3, the parties shall reasonably cooperate in determining any taxable values of any Assets subject to sales and use, gross receipts, Transfer and similar Taxes; provided, however, Buyers shall not take any position with respect to value of the Refining Assets that is contrary to the Purchase Price allocation determined pursuant to Section 2.3 (b).

Section 8.3 Third Party Consents Not Obtained At or Before Closing.

(a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign any Contract or Right of Way, or any benefit arising under or resulting from such Contract or Right of Way, if an attempted assignment thereof, without a required Third Person Consent or Authorization, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such Contract or Right of Way, would violate or otherwise is not permitted by Law or any Environmental Law, or would in any way adversely affect the rights of Sellers or Buyers under or in respect of such Contract or Right of Way. If any transfer or assignment by Sellers to, or any assumption by Buyers or any of their Affiliates of, any interest in, or obligation under, any Contract or Right of Way, requires any Third Person Consent or Authorization, then no such assignment or assumption shall be made without such Third Person Consent or Authorization being obtained. To the extent any Contract or Right of Way may not be assigned to a Buyer by reason of the absence of any such Third Person Consent or Authorization, such Buyer shall not be required to assume any obligations arising under such Contract or Right of Way; provided, however, that upon the receipt of any such Third Person Consent or Authorization after the Closing, such Contract or Right of Way shall be assigned to the applicable Buyer and such Buyer shall assume such Contract or Right of Way.

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(b) If any such Third Person Consent or Authorization is not obtained prior to the Closing Date, Sellers shall, to the extent not prohibited by the terms of any applicable Contract or Right of Way or Law or Environmental Law, and until the receipt of such Third Person Consent or Authorization, hold the Contract or Right of Way (as applicable), subject to such Third Person Consent or Authorization, together with any proceeds therefrom, in trust for Buyers, and Sellers and Buyers shall cooperate (each at its own expense) in any mutually acceptable, lawful and reasonable arrangement under which Buyers shall obtain, to the extent practicable, the economic rights and benefits under such Contract or Right of Way with respect to which the Third Person Consent or Authorization has not been obtained in accordance with this Agreement. Such reasonable arrangement may include the entering into of a subcontract, sublicense, sublease or other similar arrangement between Sellers and Buyers. During the period from Closing until such Third Person Consent or Authorization is obtained, Sellers will use commercially reasonable efforts to enforce such Contract or Right of Way (as applicable) for the benefit of Buyers, on the condition that Buyers shall bear all costs and expenses (including legal expenses) related to such enforcement. If Buyers are able to receive the economic rights and benefits under such Contract or Right of Way, such economic rights and benefits shall constitute an Asset, and the liabilities and obligations, if any, related to such economic rights and benefits under such Asset shall constitute an Assumed Obligation of Buyers, as applicable. Sellers’ obligations under this Section, as they relate to Contracts, shall expire on the second anniversary of the Closing Date.

Section 8.4 Multi-Site Contracts. Sellers may be a parties to certain contracts to which their Affiliates are also parties, and which pertain to various other refineries and facilities owned by the Sellers and their Affiliates in addition to the Refinery and the Pipeline (each, a “Multi-Site Contract” and collectively, the “Multi-Site Contracts”). Buyers acknowledge and agree that Buyers shall not be entitled to become parties thereto after Closing, and it is Sellers’ intention to terminate all Multi-Site Contracts (as they relate to the Refinery and/or Pipeline) effective on or before Closing. Notwithstanding such termination, Buyers shall be obligated to honor any work releases, purchase commitments or other similar commitments made by Sellers under any Multi-Site Contracts prior to Closing, but not yet fully performed or satisfied as of Closing, so long as such commitments were not made in violation of Sellers’ obligations under Section 5.1. To the extent a Multi-Site Contract by its terms is not terminable as to Sellers, Buyers covenant and agree, to the extent they desires to enter into a contractual relationship with the counterparty to such Multi-Site Contract, to (i) negotiate diligently and in good faith with the counterparty to such Multi-Site Contract in an effort to enter into a new agreement between such counterparty and the appropriate Buyer as promptly as possible following Closing, and (ii) until such new agreement becomes effective, to the extent Buyers do not incur any detriment or burden (other than any obligations Buyers may have pursuant to the immediately preceding sentence), honor the terms of the Multi-Site Contract and not make any elective purchases or other elective commitments thereunder. Buyers acknowledge that the terms and conditions of the Multi-Site Contracts (including rate sheets and other commercial terms and) are confidential and proprietary information of Sellers and their Affiliates, and Buyers shall destroy any such information they may inadvertently obtain, and shall not use such information for any purpose other than as may be necessary for Buyers to honor any pending work release or other commitment thereunder in accordance with the foregoing provisions of this Section 8.4. Without limiting any other indemnification obligations under this Agreement, each party shall indemnify, defend and hold harmless the other party against any and all Claims and Losses arising out of the indemnifying party’s breach or utilization of any Multi-Site Contract after Closing.

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Section 8.5 Owned and Leased Vehicles. Section 8.5 of the Disclosure Schedules contains a list of all vehicles currently owned by Sellers and used at the Refinery or exclusively in connection with the Pipeline (“Owned Vehicles”) and all vehicles currently leased by Sellers under fleet leases and used at the Refinery or exclusively for the Pipeline (“Leased Vehicles”). Prior to Closing, Sellers shall prepare and file the necessary paperwork to transfer title to all Owned Vehicles to the appropriate Buyer, with all transfer taxes, fees and other costs and expenses associated with such title transfers to be borne by Sellers. In addition, Sellers shall buy the Leased Vehicles out of their current leases and prepare and file the necessary paperwork to transfer title to such Vehicles to the appropriate Buyer, with all costs and expenses associated therewith to be borne by Sellers, including all buyout payments and title transfer taxes and fees.

Section 8.6 Motiva Obligations. For the period from and after the Closing Date Buyers agree to honor and reasonably cooperate in providing the rights granted to Motiva under Sections 11.01 and 11.05 of the Motiva Agreement, and to assume and fully comply with the obligations set forth in Section 11.07 of the Motiva Agreement (contained in the First Amendment to Asset Purchase Agreement dated April 30, 2004) for so long as they remain applicable. In addition, Buyers acknowledge and agree that the Access Agreement between Motiva Enterprises LLC and Premcor Refining dated April 30, 2004 shall constitute an Assigned Contract and that Buyers shall honor such agreement and Motiva’s rights thereunder after Closing. Buyer shall indemnify the Seller Indemnitees in accordance with Section 12.3 of this Agreement for any Losses suffered by the Seller Indemnitees as a result of Buyer’s breach of its obligations under this Section 8.6.

Section 8.7 Foreign Trade Zone. The Delaware Economic Development Office (“DEDO”) and Premcor Refining are parties to a Foreign-Trade Zone Subzone Operations Agreement (“Operations Agreement”) dated October 28, 2004, under which Premcor Refining has operated the Refinery as Foreign-Trade Zone Subzone # 99E (the “FTZ”). The FTZ is operating under a grant of authority from the Foreign-Trade Zones Board of the Department of Commence (“FTZ Board”), and has been activated with U.S. Customs and Border Protection (previously the U.S. Customs Service) (“Customs”). Promptly following Closing, Buyer shall (i) notify the FTZ Board that a change in ownership of the Assets has occurred, (ii) obtain new Customs foreign-trade zone operator’s and importer’s bonds (and Customs duty drawback bond should Buyer so desire), and (iii) apply to Customs for reactivation of the FTZ under new ownership according to the requirements of 19 C.F.R. Part 146. Except to the extent that Sellers or any Affiliate of Sellers may be obligated to provide services related to the FTZ under the Transition Services Agreement, from and after Closing, Buyer shall be solely responsible for operating the FTZ and complying with all Laws related thereto, including all reporting and filing obligations, rules and regulations of the FTZ Board and Customs associated therewith. In connection therewith, and without limitation of the foregoing, Buyer acknowledges that it will need to obtain its own software for managing the FTZ, or will need to engage a consultant or contractor with appropriate software, since the software currently used to manage the FTZ is licensed to an Affiliate of Sellers and is used in connection with the operation of other refineries in addition to the Refinery. Buyer shall be responsible for, and shall indemnify the Seller Indemnitees in accordance with Section 12.3 against, all Losses (including any customs duties, fees, fines or penalties that may be imposed by Customs or any other Governmental Authority) arising out of any failure Buyers’ failure to comply with their obligations under this Section 8.7.

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Section 8.8 Hydrocarbon Inventory

(a) Pipeline Linefill. Title to the Pipeline linefill shall remain with Seller at Closing; however, the appropriate Buyer shall purchase all such linefill from Seller on the earlier to occur of (i) the date on which Buyer begins producing refined products at the Refinery, (ii) the date on which Buyer desires to use the Pipeline to ship refined products on its own behalf or on behalf of any third party, or (iii) the one year anniversary of the Closing Date. Assuming that the pipeline linefill is ULSD as contemplated in Section 5.10, the purchase price shall be [REDACTED].

(b) Refinery Tankage. Premcor Refining has certain rights and obligations with respect to hydrocarbon inventory remaining in some of the Refinery tankage after Closing, as set forth in Exhibit K.

Section 8.9 Retained Parts and Spares At Closing, title to the Retained Parts and Spares shall remain with Sellers, but Buyers and Sellers agree that the Retained Parts and Spares shall be kept in Buyers’ custody at the Refinery (in the locations where they were stored as of the Execution Date, or such other location(s) as may be reasonably agreed upon by Sellers). Buyers shall have until the expiration of 90 days from and after the Closing Date within which to inspect the Retained Parts and Spares and notify Sellers in writing of any that either Buyer desires to purchase (“Selected Parts and Spares”), which notice shall stipulate the fair market value the purchasing Buyer is prepared to pay the applicable Seller for the Selected Parts and Spares. After such offer Seller shall have 20 Business Days to accept or reject Buyer’s offer. If Seller accepts the offer, upon receipt of the purchase price therefor, the appropriate Seller shall promptly deliver to Buyer a bill of sale conveying the Selected Parts and Spares to Buyer in their then as-is, where-is condition, with all faults and without any representations, recourse, or warranty of any nature whatsoever, except for a special warranty of title. If Seller rejects Buyer’s offer, any Retained Parts and Spares that do not become Selected Parts and Spares shall be removed by Sellers by not later than the one year anniversary of the Closing Date, and Buyers shall provide reasonable access to the Sellers and their contractors and carriers, as well as reasonable assistance by Refinery employees and reasonable use of Refinery equipment, loading docks and other facilities as necessary in connection with such removal. Buyers shall have no liability whatsoever for any loss or damage to the Retained Parts and Spares while in Buyers’ custody, except to the extent caused by Buyers’ or any of their agents’, employees’ or contractors’ gross negligence or willful misconduct.

Section 8.10 Intellectual Property.

(a) Grants to Intellectual Property Owned by Seller. Seller shall grant and hereby does grant to Buyer, effective as of the Closing Date, for use by Buyer solely in the internal operations of the Refinery in a manner substantially similar to the operations prior to Shutdown, a non-exclusive, irrevocable royalty-free, paid-up license (without a right to

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sublicense or transfer except as expressly provided in this Section 8.10) to any Intellectual Property that is owned by Seller or any of its Affiliates, which exists at the Closing Date and which is or has been in use in the operation of the Refinery as currently operated or as operated immediately prior to the Shutdown, other than any Intellectual Property that is part of the Excluded Assets (“Seller IP”). Such grant is made without representation, recourse or warranty, and any warranties which may be implied by Law are hereby disclaimed. The sole purpose of this paragraph is to prevent Seller or any of its Affiliates from hereafter bringing any Claims against Buyer seeking payment of royalties for the use of, or alleging unauthorized use by Buyer of, any Seller IP, so long as such use is solely in the internal operations of the Refinery in a manner substantially similar to the operations prior to Shutdown. Buyer shall have no obligation to grant back to Seller or its Affiliates or otherwise make available to Seller or any of its Affiliates any improvements or enhancement to any Seller IP that may hereafter be developed by Buyer.

(b) Extension to Buyer of Certain Intellectual Property Granted to Seller by Motiva. To the extent Seller is permitted to do so under the terms of Section 16.03 of the Motiva Agreement, Seller hereby assigns to Buyer, effective as of and related to the period on and after the Closing Date, for use by Buyer solely in the internal operations of the Refinery in a manner substantially similar to the operations prior to Shutdown, the license granted to Seller in Section 16.01 of the Motiva Agreement, subject to outstanding obligations to third parties. By executing this Agreement, effective as of and related to the period on and after the Closing Date, Buyer is assuming all relevant duties and obligations of Seller relating to such license under the applicable provisions of Article XVI of the Motiva Agreement.

(c) Subsequent Transfer of Intellectual Property. In the event Buyer transfers or pledges to any Person, ownership of the Refinery, or any part thereof, the license granted in Section 8.10(a) may be extended to such transferee or lender subject to outstanding obligations to third parties and subject to an assumption in writing by such transferee or lender of all relevant duties and obligations under the applicable portions of this Agreement. Seller makes no representations or warranties as to the transferability from Buyer to any Person of the license from Motiva to Seller being transferred by Seller to Buyer pursuant to Section 8.10(b).

(d) Process Licenses. Upon Buyer’s written request, Seller shall transfer or cause the transfer of (A) all licenses of Intellectual Property held by Seller or its Affiliates that are used exclusively in connection with the operation of the Refinery process units or other Assets as currently operated or as operated immediately prior to the Shutdown, and (B) that portion of any license agreement covering the Refinery or other Assets as well as other facilities or assets owned by Seller or its Affiliates (a “Multi-Site License”) that is attributable to the operation of the Refinery process units or other Assets as currently operated or as operated immediately prior to the Shutdown (the interests in the foregoing clauses (A) and (B) being herein collectively referred to as the “Licensed Technology Rights”), in all cases only to the extent that such Licensed Technology Rights are freely transferable or to the extent that the licensor otherwise agrees to such transfer, it being understood that Seller makes no representations or warranties as to the assignability or transferability of any Licensed Technology Rights. Buyer shall be solely responsible for seeking the consent of the licensor(s) of any such Licensed Technology Rights and for paying any costs associated with the transfer of such Licensed Technology Rights or the issuance of replacement licenses; provided, however,

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that Seller agrees to (i) reasonably cooperate in requesting such transfers and in executing any reasonable transfer or assignment documents that do not impose any Obligations on Seller (other than any which are already Retained Liabilities hereunder), and (ii) pay any accrued and unpaid royalties arising out of Seller’s use of the Licensed Technology Rights at the Refinery prior to Closing. Without limiting the foregoing, Buyer agrees that Seller shall not be obligated to transfer any Licensed Technology Rights to Buyer where such transfer would require Seller or its Affiliates to surrender any paid-up capacity or other rights attributable to other facilities owned by Seller or its Affiliates (but for the avoidance of doubt, Seller will agree to release any Licensed Technology Rights allocable to the Refinery or other Assets under a Multi-Site License). Effective as of and related to the period on and after the Closing Date, Buyer shall be solely responsible for complying with all Obligations (including non-disclosure, export control and grant-back obligations) under Licensed Technology Rights used by Buyer after Closing and shall indemnify the Seller Indemnitees in accordance with Section 12.3 against any Losses they may suffer by reason of Buyer’s failure to do so. The provisions of this Section 8.10(d) do not apply to software applications, which are addressed exclusively in Section 8.10(e).

(e) Software

(i) Buyer acknowledges and agrees that Seller shall have no obligation to transfer to Buyer any of the software applications listed in Section 8.10(e)(i) of the Disclosure Schedules.

(ii) Upon Buyer’s request, Seller shall use reasonable efforts to transfer (or cause its applicable Affiliate to transfer) the software listed in Section 8.10(e)(ii) of the Disclosure Schedules, to the extent used in connection with the operation of the Refinery, the Pipeline or other Assets as currently operated or as operated immediately prior to the Shutdown, provided that (A) transfer of such software would not prevent continued usage of the software by Sellers or their Affiliates, and (B) the licensor of such software permits a transfer to the Buyer. If any of such software is covered by a Multi-Site License, and if the licensor consents, Seller shall partially assign or transfer such portion of the license therefor as is attributable to the operation of the Refinery, the Pipeline or other Assets as currently operated or as operated immediately prior to the Shutdown. Buyer shall be liable to pay all the costs (including legal expenses) associated with such transfers (including all third party costs, costs incurred by the Sellers and Buyer’s own costs). In addition, effective as of and related to the period on and after the Closing Date, Buyer shall be solely responsible for complying with all Obligations under the licenses for all such software to the extent assigned or transferred to Buyer pursuant to this Section 8.10(e)(ii) and shall indemnify the Seller Indemnitees in accordance with Section 12.3 against any Losses they may suffer by reason of Buyer’s failure to do so. Seller makes no representations or warranties as to whether or not the licensors of such software will consent to its transfer to Buyer, and Seller shall have no liability on account of any licensor’s failure to consent to such transfer (including any liability to procure replacement software for Buyer).

(iii) Seller makes no representations or warranties regarding any software that is resident on desktop computers included in the Assets and is not listed in Section 8.10(e)(i) or 8.10(e)(ii) of the Disclosure Schedules. Without limiting the generality of the foregoing, Seller does not represent or warrant that (A) such software is properly licensed to Seller or any of its Affiliates or to any other Person, (B) Buyer, upon purchasing the Assets, shall

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be lawfully entitled to use such software, or (C) any licenses covering such software can be transferred to Buyer or to any other Person. However, to the extent that such software is not listed in the table set forth in Section 8.10(e)(i) of the Disclosure Schedules (identifying applications that will not be transferred to Buyer), Seller hereby assigns and transfers to Buyer (as of Closing or as of such later date as Buyer, at its sole cost and expense, obtains any required third party consents to such transfer) any interest Seller may have therein, without representation, recourse or warranty of any kind (and expressly disclaiming any warranties implied by Law), on the condition that (x) neither Seller nor any of its Affiliates shall be required to incur any liability to any third parties as a condition to their granting consent to any such assignments, and (y) Buyer shall indemnify the Seller Indemnitees in accordance with Section 12.3 against any Losses they may suffer as a result of Buyer’s use of such software.

(f) Survival. Seller’s obligations under Section 8.10(d) and Section 8.10(e) shall expire on the second anniversary of the Closing Date.

Section 8.11 Further Assurances Without limiting Section 5.2, Sellers and Buyers each agree that from time to time after the Closing Date they will execute and deliver, and will cause their respective Affiliates to execute and deliver, such further instruments, and take, and cause their respective Affiliates to take, such other actions as may be reasonably necessary to carry out the purposes and intents of this Agreement and the Other Agreements.

ARTICLE IX.

CLOSING CONDITIONS

Section 9.1 Conditions to Obligations of Each Party Under this Agreement. The respective obligations of Buyers and Sellers to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the parties hereto, in whole or in part, to the extent permitted by Law:

(a) Any waiting or review period applicable to the transactions contemplated by this Agreement under applicable antitrust, trade regulation or foreign investment Law and regulations, including but not limited to the HSR Act, shall have expired or been terminated.

(b) No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any court of competent jurisdiction or other statute, rule or legal restraint of a Governmental Authority shall be in effect preventing the consummation of the transactions contemplated hereby.

(c) The Other Agreements shall be duly executed and delivered simultaneously with the Closing (except for any Other Agreements already executed and delivered prior to Closing).

(d) The Delaware Department of Natural Resources and Environmental Control (“DNREC”) and the State of Delaware, as applicable, shall have issued one or more Orders in form and substance mutually acceptable to Sellers and Buyers replacing and superseding in their entirety each of the Orders listed in Exhibit L, or shall have otherwise taken

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steps mutually acceptable to Sellers and Buyers to deem such Orders satisfied, or to modify or otherwise resolve the Obligations under such Orders so as to eliminate any further Obligations thereunder without impacting any releases of liability or waivers of enforcement contained therein and DNREC and the State of Delaware, as applicable, shall have agreed, effective at the Closing Date, to transfer the Permits, as listed in Schedule A of the Environmental Agreement, or issue one or more Permits replacing and superseding in their entirety each of the Permits listed in Schedule A of the Environmental Agreement, to Buyers, consistent with the conditions set forth in Exhibit M and in form and substance acceptable to Buyers (and Sellers, to the extent Sellers are potentially impacted).

Section 9.2 Additional Conditions to Seller’s Obligations. The obligations of Sellers to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Sellers, in whole or in part, to the extent permitted by Law:

(a) Each of the representations and warranties of Buyers set forth in this Agreement shall be true and correct (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except for failures that would not be reasonably expected to materially and adversely affect the ability of Buyers to perform their obligations under this Agreement (other than the first two sentences of Section 4.1 and all of Section 4.2, for which this exclusion shall not apply) and Sellers shall have received a certificate of an executive officer of each Buyer, dated the Closing Date, to such effect.

(b) Buyers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Sellers shall have received a certificate of an executive officer of each Buyer, dated the Closing Date, to such effect.

(c) All Third Person Consents and all Authorizations specified in Section 4.3(a) and Section 4.3(b) of the Disclosure Schedules, the lack of which would reasonably be expected to have a Material Adverse Effect, shall have been obtained.

Section 9.3 Additional Conditions to Buyer’s Obligations. The obligations of Buyers to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Buyers, in whole or in part, to the extent permitted by Law:

(a) Each of the representations and warranties of Sellers set forth in this Agreement shall be true and correct (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a

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specified date shall have been true and correct only on such date) except for failures that would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or materially or adversely affect the ability of Sellers to perform their obligations under this Agreement (other than the first two sentences of Section 3.1 and all of Section 3.2, for which this exclusion shall not apply), and Buyers shall have received a certificate of an executive officer of each Seller, dated the Closing Date, to such effect.

(b) Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to Closing Date, and Buyers shall have received a certificate of an executive officer of each Seller, dated the Closing Date, to such effect.

(c) All Third Person Consents and all Authorizations specified in Sections 3.3(a) and 3.3(b) of the Disclosure Schedules, the lack of which would reasonably be expected to have a Material Adverse Effect, shall have been obtained.

(d) No Material Adverse Effect shall have occurred since the Execution Date and be continuing.

ARTICLE X.

CASUALTY OR CONDEMNATION

Section 10.1 Notice. In the event that, prior to the Closing Date, all or any material portion of the Assets (excluding the Refining Assets) is damaged or destroyed by fire or other casualty for which the associated repair or replacement costs could reasonably be expected to exceed three million Dollars ($3,000,000) (a “Casualty”) or taken by condemnation or eminent domain or by agreement in lieu thereof with any Person or Governmental Authority authorized to exercise such rights (a “Taking”), Sellers shall promptly notify Buyers thereof and the remaining portions of this Article X shall apply. If there is a Casualty or Taking of all or any portion of the Refining Assets, Sellers shall promptly notify Buyers thereof, but the remaining provisions of this Article X shall not apply and such Taking or Casualty shall in no way impact the obligations of Buyers to consummate the transactions contemplated hereby as to the Assets as they may be impaired or otherwise impacted by such Taking or Casualty, without any reduction whatsoever in the Purchase Price; provided, however, that if any Refining Assets suffer a Casualty or Taking for which the associated repair or replacement costs exceed $5,000,000, Buyers may elect, by giving Sellers written notice within five Business Days following receipt of Sellers’ notification of such Casualty or Taking or on the day prior to the Closing Date, whichever comes first, to terminate this Agreement (other than Section 5.4, Section 5.6, Section 11.2, Section 12.6(c), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to Sellers.

Section 10.2 Repair or Replacement.

(a) In the event of a Casualty or Taking between the Execution Date and the Closing Date, Sellers shall elect, at their option, to either (i) repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers’ cost prior to the Closing, in which case Buyers’ obligation to effect the Closing shall not be affected, but the Closing Date

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shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or (ii) negotiate with Buyers to reduce the Purchase Price by an amount agreed to by Sellers and Buyers to reflect the cost to repair or replace the affected Assets (the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.5. Notwithstanding the foregoing, Sellers’ election in clause (i) of this Section 10.2(a) shall be unavailable and clause (ii) of this Section 10.2(a) shall apply if the required repairs or replacements could reasonably be expected to result in an extension of the Closing Date for more than sixty (60) days.

(b) If Sellers and Buyers agree on the Repair Costs within fifteen (15) days of Buyers’ receipt of Sellers’ notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyers’ obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed.

(c) If Sellers and Buyers do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either party may request an engineering company that shall be mutually agreed to by Buyers and Sellers to evaluate the affected Assets and deliver to Buyers and Sellers its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period.

(i) If the Third-Party Estimate is less than fifty million Dollars ($50,000,000), Buyers’ obligation to effect the Closing shall not be affected and the parties shall submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs.

(ii) If the Third-Party Estimate is equal to or greater than fifty million Dollars ($50,000,000), Buyers may elect, by giving Sellers written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement (other than Section 5.4, Section 5.6, Section 11.2, Section 12.6(c), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to Seller.

Section 10.3 Condemnation Awards. In the event of any reduction in the Purchase Price in connection with a Taking at the Refinery, as provided in Section 10.2(a), Buyers shall be entitled to collect from any condemnor the entire award(s) that may be made in any such proceeding, without deduction, to be paid out as follows: subject to actual receipt of such award(s) by Buyers, (a) Buyers shall pay to Sellers all such amounts, up to the amount of such Purchase Price reduction, and (b) Buyers shall be entitled to retain the balance (if any) of such award(s).

Section 10.4 Purchase Price Adjustment. Any adjustment of the Purchase Price pursuant to Section 10.2(c) which is necessary to reflect a final determination of Repair Costs

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after the Closing shall be made as follows: (a) an adjustment in favor of Buyers shall be paid in cash by Sellers; and (b) an adjustment in favor of Sellers shall be paid in cash to the extent the Purchase Price had been reduced pursuant to this ARTICLE X. Any such reduction, refund or payment shall be made within ten (10) Business Days after such final determination.

Section 10.5 Deferral of Closing Date and Termination Date. In the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred until (a) three (3) Business Days after receipt of the Third-Party Estimate, or (b) if Sellers elects the option in Section 10.2(a)(i), as provided therein.

ARTICLE XI.

TERMINATION

Section 11.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of Sellers and Buyers;

(b) by Sellers upon notice to Buyers, if any of the conditions in Section 9.1 or Section 9.2 shall not have been fulfilled by the Closing Date or shall have become incapable of fulfillment on or prior to the Termination Date (other than through the failure of Sellers to comply with their obligations under this Agreement);

(c) by Buyers upon notice to Sellers, if any of the conditions in Section 9.1 or Section 9.3 shall not have been fulfilled by the Closing Date or shall have become incapable of fulfillment on or prior to the Termination Date (other than through the failure of Buyers to comply with their obligations under this Agreement); or

(d) by Sellers or Buyers upon notice to the other party, if the Closing contemplated hereby shall not have occurred (other than through the failure of any party seeking to terminate the Agreement to comply with its obligations under this Agreement) on or before June 1, 2010 (the “Termination Date”).

Section 11.2 Effect of Termination. Except for this Section 11.2, Section 5.4, Section 5.6, Section 11.2, Section 12.6(c), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4, which shall continue in effect, this Agreement shall, upon termination hereof pursuant to Section 11.1, forthwith become of no further force or effect and (a) except as provided in this Section 11.2, there shall be no liability on the part of Sellers, Seller Guarantor, Buyers or Buyer Guarantor, or any of their respective Affiliates or any of their respective officers or directors, to any other party, and (b) all rights and obligations of any party hereto shall cease; provided, however, that any such termination shall not relieve Sellers, Seller Guarantor, Buyers or Buyer Guarantor from liability for any willful and material breach of this Agreement occurring prior to such termination. The termination of this Agreement shall have no effect on the provisions of the Confidentiality Agreement.

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ARTICLE XII.

INDEMNIFICATION AND REMEDIES

Section 12.1 Survival. Subject to the limitations and other provisions of this Agreement, (a) the representations and warranties of the parties hereto contained in this Agreement shall survive the Closing and shall remain in full force and effect for a period of twenty four (24) months after the Closing Date (except with respect to Claims related to the representations or warranties contained in Section 3.1, Section 3.2, Section 4.1 and Section 4.2, which shall survive for a period of five (5) years following the Closing Date), and until the resolution of the indemnification Claims received by the Indemnifying Party in accordance with the provisions hereof prior to the expiration of such twenty four (24) month period (or as to Claims related to the representations and warranties contained in Section 3.1, Section 3.2, Section 4.1 and Section 4.2, the expiration of such five (5) year period), (b) each covenant and agreement of the parties hereto contained in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed and (c) the provisions of Section 5.5 and Section 5.6 shall survive the Closing without limit as to time.

Section 12.2 Indemnification Provisions for Benefit of Buyers.

(a) If the Closing occurs, Sellers shall indemnify, defend, save and hold harmless the Buyer Indemnitees from and against any Losses actually suffered or incurred by them arising out of or related to:

(i) the breach of any representation or warranty of Sellers contained in this Agreement when made or at and as of the Closing Date (or at and as of such different date or period specified for such representation or warranty) as though such representation and warranty were made at and as of the Closing Date (or such different date or period);

(ii) the breach of any covenants or agreements of Sellers contained in this Agreement (other than with respect to those covenants specifically covered by clauses (iii) and (iv) below, respectively);

(iii) the Retained Liabilities; and

(iv) those matters for which Sellers have specifically covenanted to provide indemnification in Section 7.1 of the Disclosure Schedules and Section 8.4.

No claim may be asserted nor may any action be commenced against Sellers pursuant to this Section 12.2(a) unless written notice of such claim or action is received by Sellers describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action, and with respect to claims or actions based on the breach of representation or warranty, on or prior to the date such representation or warranty ceases to survive as set forth in Section 12.1; provided, however, that no claim may be asserted nor may any action be commenced by Buyers against Sellers arising out of or related to a breach of any representation or warranty of

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which Buyers had Knowledge on or prior to the Closing Date and for which Buyers failed to deliver a Breach Notice in accordance with Section 5.3. If a Buyer Indemnitee has recovered any Losses pursuant to one subsection of this Section 12.2(a), such Buyer Indemnitee shall not be entitled to recover the same Losses under another subsection of this Section 12.2(a).

(b) No claim may be made against Sellers for indemnification pursuant to clauses (i) or (ii) of Section 12.2(a): (i) with respect to any individual action, occurrence or event subject to the indemnifications thereunder (or group of related actions, occurrences or events) unless the aggregate Loss of the Buyer Indemnitees with respect thereto exceeds $50,000 (nor shall any Loss below such threshold be applied to or considered for purposes of calculating the aggregate amount of the Buyer Indemnitees’ Losses) and (ii) unless the aggregate amount of all Losses of the Buyer Indemnitees with respect to clauses (i) and (ii) of Section 12.2(a) and under the Environmental Agreement shall exceed the Indemnification Deductible (after which Sellers shall be obligated only to indemnify the Buyer Indemnitees from and against aggregate Losses in excess of the Indemnification Deductible). The maximum aggregate amount that Sellers shall be required to pay pursuant to clauses (i) and (ii) of Section 12.2(a) in respect of all Losses by all Buyer Indemnitees shall equal $42,500,000, after which point Sellers will have no obligation to indemnify the Buyer Indemnitees from and against further such Losses; provided, however, such limit shall be reduced to the extent of Losses paid by Sellers pursuant to Section 6.1.1(a) and (b) in the Environmental Agreement. In addition, Sellers shall have as an affirmative defense to any claim for indemnity under Section 12.2(a)(i) arising out of or related to a breach of any representation or warranty of Sellers under ARTICLE III that Buyers had Knowledge of such breach on or prior to the Closing Date and failed to provide a Breach Notice in accordance with Section 5.3. For the avoidance of doubt, any Losses to be paid by Sellers pursuant to Section 12.2(a)(iii) and Section 12.2(a)(iv) are not subject to this Section 12.2(b).

(c) Except for the rights of indemnification provided in Section 12.2(a), Buyers hereby waive and release any Claim or cause of action by Law or otherwise against Sellers and their Affiliates regarding obligations and liabilities of any nature whatsoever that are attributable to the Business, the Assets, or Sellers and their Affiliates.

Section 12.3 Indemnification Provisions for Benefit of Sellers.

(a) If the Closing occurs, Buyers agree to indemnify, defend, save and hold harmless the Seller Indemnitees from and against any Losses actually suffered or incurred by them arising out of or related to:

(i) the breach of any representation or warranty of Buyers contained in this Agreement when made or at and as of the Closing Date (or at and as of such different date or period specified for such representation or warranty) as though such representation and warranty were made at and as of the Closing Date (or such different date or period);

(ii) the breach of any covenants or agreements of Buyers contained in this Agreement (other than with respect to those covenants specifically covered by clauses (iii) and (iv) below, respectively);

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(iii) the Assumed Obligations; and

(iv) those matters for which Buyers have specifically covenanted to provide indemnification in Section 5.2(f), Section 5.4(a), Section 7.1 of the Disclosure Schedules, Section 8.4, Section 8.6, Section 8.7 and Section 8.10.

No claim may be asserted nor may any action be commenced against Buyers pursuant to this Section 12.3(a) unless written notice of such claim or action is received by Buyers describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action, and with respect to claims or actions based on the breach of representation or warranty, on or prior to the date such representation or warranty ceases to survive as set forth in Section 12.1 provided, however that no claim may be asserted nor may any action be commenced by Sellers against Buyers arising out of or related to a breach of any representation or warranty of which Sellers had Knowledge on or prior to the Closing Date and for which Sellers failed to deliver a Breach Notice in accordance with Section 5.3. If a Seller Indemnitee has recovered any Losses pursuant to one subsection of this Section 12.3(a), such Seller Indemnitee shall not be entitled to recover the same Losses under another subsection of this Section 12.3(a).

(b) No claim may be made against Buyers for indemnification pursuant to clauses (i) or (ii) of Section 12.3(a): (i) with respect to any individual action, occurrence or event subject to the indemnifications thereunder (or group of related actions, occurrences or events) unless the aggregate Loss of the Seller Indemnitees with respect thereto exceeds $50,000 (nor shall any Loss below such threshold be applied to or considered for purposes of calculating the aggregate amount of the Seller Indemnitees’ Losses) and (ii) unless the aggregate amount of all Losses of the Seller Indemnitees with respect to clauses (i) and (ii) of Section 12.3(a) and under the Environmental Agreement shall exceed the Indemnification Deductible (after which Buyers shall be obligated only to indemnify the Seller Indemnitees from and against aggregate Losses in excess of the Indemnification Deductible). The maximum aggregate amount that Buyers shall be required to pay pursuant to clauses (i) and (ii) of Section 12.3(a) in respect of all Losses by all Seller Indemnitees shall equal $42,500,000, after which point Buyers will have no obligation to indemnify the Seller Indemnitees from and against further such Losses; provided, however, such limit shall be reduced to the extent of Losses paid by Buyers pursuant to Section 6.2.1(a) in the Environmental Agreement. For the avoidance of doubt, any Losses to be paid by Buyers pursuant to Section 12.3(a)(iii) and Section 12.3(a)(iv) are not subject to the limitations of this Section 12.3(b).

(c) Except for the rights of indemnification provided in Section 12.3(a), Sellers hereby waive and release any Claims or causes of action by Law or otherwise against Buyers or their Affiliates regarding obligations and liabilities of any nature whatsoever that are attributable to the Assets or the Business.

Section 12.4 Indemnification Procedures; Matters Involving Third Parties.

(a) A Seller Indemnitee or Buyer Indemnitee, as the case may be (for purposes of this Section 12.4, an “Indemnified Party”), shall give the indemnifying party under Section 12.2 and Section 12.3, as applicable (for purposes of this Section 12.4, an “Indemnifying Party”), prompt written notice of any matter which it has determined has given or could give rise

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to a right of indemnification under this Agreement stating the amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its obligations under this ARTICLE XII except to the extent, and only to the extent, the Indemnifying Party is prejudiced by such failure or to the extent the survival period, if applicable, expires pursuant to Section 12.1 prior to the giving of such notice.

(b) If any third party shall notify an Indemnified Party with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against the Indemnifying Party under this ARTICLE XII, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its obligations under this ARTICLE XII except to the extent, and only to the extent, the Indemnifying Party is prejudiced by such failure.

(c) The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party or would reasonably be expected to have a material adverse effect on the Indemnified Party.

(d) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 12.4(c), the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate.

(e) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld).

Section 12.5 Determination of Losses. The Losses giving rise to any indemnification obligation hereunder shall be reduced by any insurance proceeds actually received by the Indemnified Party as a result of the events giving rise to the claim for indemnification, net of any expenses related to the receipt of such proceeds, including retrospective premium adjustments, if any. The amount of the indemnity payment shall be computed by taking into account the timing of the loss or payment, as applicable, at the Applicable Rate from the date the Indemnified Party provides notice of the Loss to the Indemnifying Party until the date paid. Upon the request of the Indemnifying Party, the Indemnified Party shall provide the Indemnifying Party with information sufficient to allow the Indemnifying Party to calculate the amount of the indemnity payment in accordance with this Section 12.5. An Indemnified Party shall take all reasonable steps to mitigate damages in respect of any claim for which it is seeking indemnification and shall use reasonable efforts to avoid any costs or expenses associated with such claim and, if such costs and expenses cannot be avoided, to minimize the amount thereof; provided, that an Indemnified Party shall have no obligation to make a claim for recovery against any insurer of such Indemnified Party with respect to any such Losses.

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Section 12.6 Limitations on Liability.

(a) BUYERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR FRAUD AND WILLFUL BREACH, THE REMEDIES SET FORTH IN ARTICLE VIII, ARTICLE XI AND THIS ARTICLE XII, INCLUDING THE LIABILITY LIMITS AND SURVIVAL PERIODS SET FORTH ABOVE AND THE DISCLAIMERS SET FORTH IN SECTION 5.5 AND SECTION 5.6, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF THE BUYER INDEMNITEES WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR FRAUD AND WILLFUL BREACH, THE REMEDIES SET FORTH IN ARTICLE VIII, ARTICLE XI AND THIS ARTICLE XII, INCLUDING THE LIABILITY LIMITS AND SURVIVAL PERIODS SET FORTH ABOVE, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF THE SELLER INDEMNITEES WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO OR ANY OF SUCH PARTY’S AFFILIATES ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES, INCLUDING LOST PROFITS; EXCEPT, HOWEVER, WITH RESPECT TO ANY OF THE FOREGOING PAID OR OWING TO A THIRD PARTY WITH RESPECT TO A THIRD PARTY CLAIM, WHICH DAMAGES SHALL BE CONSIDERED PART OF LOSSES AND SHALL BE COVERED BY THE INDEMNIFICATIONS SET FORTH IN THIS ARTICLE XII.

(d) EXCEPT IN THE CASE OF FRAUD AND WILLFUL BREACH, ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE XII, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED.

Section 12.7 Governing Law. This Agreement shall be construed (both as to validity and performance), interpreted and enforced in accordance with, and governed by, the Laws of the State of New York, without regard to conflicts of laws rules as applied in New York.

Section 12.8 Jurisdiction; Consent to Service of Process; Waiver. Each of the parties hereto agrees, subject to Section 12.9, that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any Federal or state court in the State of New York and solely in connection with claims arising under such agreement or instrument or the transactions contained in or contemplated by such agreement or instrument, (i) irrevocably submits to the exclusive

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jurisdiction of such courts, (ii) waives any objection to laying venue in any such action or proceeding in such courts, (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it and (iv) agrees that service of process upon it may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 13.2. The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process in the State of New York for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the parties hereto. Each of the parties hereto knowingly and intentionally, irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein.

Section 12.9 Dispute Resolution. All controversies or disputes arising out of and related to this Agreement shall be resolved in accordance with the Dispute Resolution Procedures set forth in Exhibit C.

Section 12.10 Availability of Equitable Relief. Each of the parties hereto recognizes that irreparable injury will result from a breach of any provision of this Agreement and that money damages will be inadequate to fully remedy the injury. In order to prevent such irreparable injury, the arbitrators selected pursuant to the Dispute Resolution Procedures shall have the power to grant temporary or permanent injunctive or other equitable relief. Notwithstanding Section 12.9, prior to the appointment of the arbitrators, a party hereto may, subject to Section 12.8, seek temporary injunctive relief from any court of competent jurisdiction; provided that the party seeking such relief shall (if arbitration has not already been commenced) simultaneously commence arbitration in compliance with the Dispute Resolution Procedures. Such court ordered relief shall not continue more than ten (10) days after the appointment of the arbitrators (or in any event for longer than sixty (60) days).

ARTICLE XIII.

MISCELLANEOUS

Section 13.1 Amendment. This Agreement may not be amended except by an instrument in writing executed and delivered by the parties hereto.

Section 13.2 Notices. All notices and other communications that are required to be or may be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by courier or mailed by registered or certified mail (postage prepaid, return receipt requested) to the relevant party hereto at the following addresses or sent by facsimile to the following numbers:

If to Sellers: |  | THE PREMCOR REFINING GROUP INC. THE PREMCOR PIPELINE CO. c/o Valero Energy Corporation One Valero Way San Antonio, Texas 78249
|  | Attention: Executive Vice President and General Counsel Telephone: (210) 345-2246 Facsimile: (210) 345-2622

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If to Buyers: |  | Delaware City Refining Company LLC Delaware Pipeline Company LLC One Sound Shore Drive, Suite 303 Greenwich, CT 06830 Attention: General Counsel Telephone: 203-629-1577 Facsimile: 203-629-7090

or to such other address or facsimile number as any party may, from time to time, designate in a written notice given in accordance with this Section 13.2. Any such notice or communication shall be effective (a) if delivered in person or by courier, upon actual receipt by the intended recipient, (b) if sent by facsimile transmission, upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during recipient’s normal business hours, or (c) if mailed, upon the earlier of five (5) days after deposit in the mail and the date of delivery as shown by the return receipt therefor.

Section 13.3 Public Announcements. No party shall issue or make any press releases or similar public announcements concerning the transactions contemplated hereby or by the Other Agreements without the written consent of Buyers and Sellers, except as may be required by Law or by any stock exchange having jurisdiction over the party.

Section 13.4 Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred by Sellers or their Affiliates in connection with this Agreement and the transactions contemplated hereby shall be paid by Sellers, and all costs and expenses incurred by Buyers or their Affiliates in connection with this Agreement and the transactions contemplated hereby shall be paid by Buyers.

Section 13.5 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 13.6 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, and the invalid, illegal or unenforceable provision shall be reformed to the minimum extent required to render such provision valid, legal and enforceable and in a manner so as to preserve the economic and legal substance of the transactions contemplated hereby to the fullest extent permitted by Law. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

Section 13.7 Assignment. This Agreement shall not be assigned by any party hereto (including by operation of law or otherwise) except with the prior written consent of the other

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parties hereto, such consent not to be unreasonably withheld, conditioned, or delayed in the case of a requested assignment, to an Affiliate of a party where Buyer Guarantor or Seller Guarantor, as applicable, has consented to such assignment in a writing acknowledging its agreement to remain liable for the assignee’s obligations under this Agreement. Any purported assignment of this Agreement in violation of this Section 13.7 shall be null and void.

Section 13.8 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; except, that the Seller Indemnitees and the Buyer Indemnitees shall be third party beneficiaries of the indemnifications provided for in ARTICLE XII.

Section 13.9 Failure or Indulgence Not Waiver. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

Section 13.10 Disclosure Schedules. Any matter disclosed by Sellers in the Disclosure Schedules pursuant to any Section of this Agreement shall be deemed to have been disclosed by Sellers for purposes of each other Section of this Agreement to which such disclosure is relevant to the extent that such matter is reasonably apparent on its face to be applicable to such other Section.

Section 13.11 Time of the Essence. Time is of the essence in this Agreement. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day.

Section 13.12 Counterparts. This Agreement may be executed in multiple counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Signed counterparts of this Agreement may be delivered by facsimile and by scanned pdf image; provided that each party hereto uses commercially reasonable efforts to deliver to each other party hereto original signed counterparts as soon as possible thereafter.

Section 13.13 Entire Agreement. This Agreement and the Other Agreements (together with the Exhibits, the Disclosure Schedules and the other Schedules hereto and thereto) constitute the entire agreement of the parties hereto and thereto, and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, with respect to the subject matter hereof (other than the Confidentiality Agreement, which shall continue in full force and effect).

[Signature page follows]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

|  | THE PREMCOR REFINING GROUP INC.
|  | By: |  | /s/ S. Eugene Edwards
|  | Name: |  | S. Eugene Edwards
|  | Title: |  | Executive Vice President
|  | THE PREMCOR PIPELINE CO.
|  | By: |  | /s/ S. Eugene Edwards
| Name: |  | S. Eugene Edwards
|  | Title: |  | Executive Vice President
|  | DELAWARE CITY REFINING COMPANY LLC
|  | By: |  | /s/ Donald Lucey
|  | Name: |  | Donald Lucey
|  | Title: |  | Sr. V.P.
|  | DELAWARE PIPELINE COMPANY LLC
|  | By: |  | /s/ Donald Lucey
|  | Name: |  | Donald Lucey
|  | Title: |  | Sr. V.P.

[Signature Page to Delaware City Asset Purchase Agreement]

AMENDMENT NUMBER ONE

TO ASSET PURCHASE AGREEMENT

This Amendment Number One to Asset Purchase Agreement (this “Amendment”) is made and entered into effective as of , 2010 by and among THE PREMCOR REFINING GROUP INC., a Delaware corporation (“Premcor Refining”), THE PREMCOR PIPELINE CO., a Delaware corporation (“Premcor Pipeline”), DELAWARE CITY REFINING COMPANY LLC, a Delaware limited liability company (“Delaware City Refining”), and DELAWARE PIPELINE COMPANY LLC a Delaware limited liability company (“Delaware Pipeline”). Premcor Refining and Premcor Pipeline are herein collectively referred to as the “Sellers”. Delaware City Refining and Delaware Pipeline are herein collectively referred to as the “Buyers.”

RECITALS

A. | Sellers and Buyers are parties to that certain Asset Purchase Agreement entered into as of April 7, 2010 (the “APA”), concerning the sale of the Assets (as defined therein) from Sellers to Buyers.

B. | Sellers and Buyers desire to amend the APA in certain respects.

AGREEMENTS

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Incorporation of Recitals; Defined Terms. The above recitals are incorporated herein for all purposes. Capitalized terms that are used, but not defined, herein shall have the meanings ascribed to them in the APA.

2. Definitions. Section 1.1 of the APA is amended as follows:

a. A new definition for “Interim Environmental Services Agreement” is hereby added, reading as follows:

“Interim Environmental Services Agreement” means the Interim Environmental Services Agreement to be entered into by and between Premcor Refining and Delaware City Refining on the Closing Date, in the form attached hereto as Exhibit N.

b. The definition of “Other Agreements” is hereby deleted in its entirety and replaced with the following:

“Other Agreements” means the Terminalling Agreement, the Environmental Agreement, the Transition Services Agreement and the Interim Environmental Services Agreement.

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3. Closing Deliveries. Section 2.5(b)(ii) of the APA is hereby deleted in its entirety and replaced with the following:

“(ii) [Intentionally Omitted]”

4. Exhibits.

a. The following Exhibits to the APA are hereby deleted in their entirety and replaced with the correspondingly lettered and titled exhibits to this Amendment:

Exhibit F – Transition Services Agreement

Exhibit J – Terminalling Agreement

b. A new Exhibit N is hereby added to the APA in the form attached as Exhibit N to this Amendment.

c. The Parties’ correlative rights and obligations with respect to certain tanks are addressed under the heading “Group 3” in Exhibit K, which is amended as follows:

(1) Prior to Closing, Seller will, at Seller’s expense, sample and test the hydrocarbons contained in tanks 001, 002, 003, 004, 006, 007, 009, 011 and 012 to determine their composition. Seller will share the results of the testing with Buyer. From the time of such sampling until Closing, Seller will not alter the composition of the hydrocarbons in such tanks.

(2) Any such tanks that the parties mutually agree, acting reasonably, contain hydrocarbons suitable to serve as sweet crude heels, will be placed in a static state (defined below) until such time as Valero is ready to commence the de-inventory, de-gassing and removal of all bottoms in accordance with the provisions of Exhibit K. By “static state” the Parties mean that no hydrocarbons will be added to or removed from such tanks; provided, however, that (i) Seller will continue draining excess water from tank 001, and (ii) emergency or safety situations may also necessitate hydrocarbon movements. Buyer shall retain the right to acquire the hydrocarbons in these tanks (other than Surplus Hydrocarbons) in accordance with Exhibit K, except that the price for any such hydrocarbons purchased by Buyer shall be a mutually agreed market-based price (to be negotiated in good faith between the parties and based on market quotes for the material in the applicable tanks) minus the $2.00 discount and BS&W as stated in this Exhibit K.

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(3) With respect to any tanks containing hydrocarbons that the Parties reasonably agree are unsuitable to serve as sweet crude heels, Seller will take commercially reasonable steps to expedite the de-inventory, de-gas and removal of bottoms from these tanks, at Seller’s sole expense (except for the normal business hour services that PBF has agreed to provide under Exhibit K). These steps to be taken by Seller include using additional crews and resources to facilitate the tank cleaning activities during off-business hours, where reasonably possible. The de-inventory, de-gas and bottoms removal process for these tanks will take priority over the process for tanks with suitable sweet crude heels, and Seller will endeavor to complete such process within 75 days after Closing, assuming the affected tanks are agreed upon by the Parties within one week after their receipt of the results of the sampling referenced in part (1) of this Section 4.c, and subject to matters outside Seller’s reasonable control.

5. Disclosure Schedules.

a. The following two Contracts are hereby deleted from Item 1 in Section 3.5(a) of the Disclosure Schedules:

(1) T-1 Service Agreement with Eastern Shore Natural Gas Company dated November 1, 1997 and bearing Contract No. 040002; and

(2) FT Service Agreement with Eastern Shore Natural Gas Company dated November 1, 2009 and bearing Contract No. 010087.

b. Item 15 in Section 3.5(a) of the Disclosure Schedules (PO No. 4501381966 issued to Harbison-Walker Refractories Co.) is hereby deleted in its entirety.

c. A new Item 15 is hereby added in Section 3.5(a) of the Disclosure Schedules, reading as follows:

“15. Curtailable Reserve Capacity Agreement, dated November 6, 1984, between Getty Refining and Marketing Company and Delmarva Power & Light Company, for lease of a T-3 transformer.”

6. Incomplete Equipment. Section 5.10 of the APA is amended as follows:

a. Buyer has offered to pay, and Seller has agreed to accept, as an adjustment to the Purchase Price, the sum of $302,540.25 for the

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Incomplete Equipment, and in furtherance thereof, the Parties agree that Seller shall notify Perry Products to complete the manufacturing of the equipment covered by Purchase Order Nos. 4501759311, 4501745936, 4501745938, 4501792884, 4501758315, and 4501791994 and deliver all such equipment to the Refinery. Seller shall be solely responsible for payment of all invoices issued against such purchase orders. All of the goods purchased under such purchase orders shall constitute part of the Assets. Buyer shall not request any change orders or extras under the purchase orders without Seller’s prior written consent, which will not be unreasonably withheld, conditioned or delayed so long as Buyer bears all cost, risk and expense associated therewith.

b. The Parties acknowledge that the equipment ordered under Purchase Order No. 4501721407 has been delivered to the Refinery.

7. Ratification. Except as hereby amended, the APA is hereby ratified and affirmed and remains in full force and effect in accordance with its terms.

8. Counterparts. This Amendment may be executed in multiple counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Signed counterparts of this Amendment may be delivered by facsimile and by scanned pdf image; provided that each party hereto uses commercially reasonable efforts to deliver to each other party hereto original signed counterparts as soon as possible thereafter.

[ Signatures of the Parties on Next Page ]

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IN WITNESS WHEREOF, this Amendment has been executed by duly authorized officers of each of the parties hereto, to be effective as of the date first set forth above.

|  |  |  | THE PREMCOR REFINING GROUP INC.
|  | APPROVED LEGAL |  | By: |  | /s/ S. Eugene Edwards
|  |  | Name: |  | S. Eugene Edwards
|  |  | Title: |  | Executive Vice President
|  |  |  | THE PREMCOR PIPELINE CO.
|  | APPROVED LEGAL |  | By: |  | /s/ S. Eugene Edwards
|  |  | Name: |  | S. Eugene Edwards
|  |  | Title: |  | Executive Vice President
|  |  |  | DELAWARE CITY REFINING COMPANY LLC
|  |  |  | By: |  | /s/ Matthew Lucey
|  |  |  | Name: |  | Matthew Lucey
|  |  |  | Title: |  | VP, Finance
|  |  |  | DELAWARE PIPELINE COMPANY LLC
|  |  |  | By: |  | /s/ Matthew Lucey
|  |  |  | Name: |  | Matthew Lucey
|  |  |  | Title: |  | VP, Finance

[ Signature Page to Amendment Number One to Asset Purchase Agreement ]

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THE WORD “[REDACTED]”.

DISCLOSURE SCHEDULES

TO THE ASSET PURCHASE AGREEMENT

AMONG

THE PREMCOR REFINING GROUP INC.,

THE PREMCOR PIPELINE CO.,

DELAWARE CITY REFINING COMPANY LLC

AND

DELAWARE PIPELINE COMPANY LLC

DATED AS OF APRIL 7, 2010

Capitalized terms used in this Disclosure Schedule (the “Schedule”) and not otherwise defined herein shall have the meanings given to such terms in the Asset Purchase Agreement among The Premcor Refining Group Inc., The Premcor Pipeline Co., Delaware City Refining Company LLC and Delaware Pipeline Company LLC dated April 7, 2010 (the “Agreement”).

Matters reflected in this Schedule are not necessarily limited to matters required by the Agreement to be reflected in this Schedule. Such additional matters are set forth for informational purposes only and shall not be deemed to expand in any way the information required to be disclosed in this Schedule or to imply that other information with respect to similar matters must be disclosed. Inclusion of information herein shall not be construed as an admission that such information (i) relates to matters which are material, (ii) reflects facts or circumstances which are outside the ordinary course of business or (iii) might be considered to have or cause a Material Adverse Effect.

Any matter disclosed in this Schedule under any particular reference to a section of the Agreement is deemed to be disclosed under all other sections of the Agreement to which such disclosure is relevant to the extent that such matter is reasonably apparent on its face to be applicable to such other section.

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SELLERS’ DISCLOSURE SCHEDULES

Section |  | Description
1.1(a) |  | Refinery Land
1.1(b) |  | Refining Assets
1.1(c) |  | Tangible Property Stored Offsite
1.1(d) |  | Certain Permitted Liens
2.1(c) |  | Rights of Way
2.2(f) |  | Retained Parts and Spares
2.5(a)(i) |  | Wire Transfer Instructions
2.7(c) |  | Retained Litigation
3.3(a) |  | Seller Third Person Consents
3.3(b) |  | Seller Governmental Approvals
3.4(b) |  | Pipeline Right-of Way Matters
3.4(d) |  | Real Property Lease Matters
3.4(e) |  | Material Fixed Assets — Terminal and Pipeline
3.5(a) |  | Material Contracts
3.5(b) |  | Excluded Contracts
3.6 |  | Authorizations
3.7 |  | Compliance with Law
3.8 |  | Litigation
3.9 |  | Insurance
3.11 |  | Seller Plans
3.12 |  | Collective Bargaining Agreement Memoranda and Letters of Understanding
3.13 |  | Intellectual Property
5.1 |  | Operation of Business
5.10 |  | Certain Equipment on Order
7.1 |  | Employee Matters
8.5 |  | Vehicles
8.10(e)(i) |  | Excluded Software Applications
8.10(e)(ii) |  | Included Software Applications
BUYERS’ DISCLOSURE SCHEDULES
Schedule |  | Description
4.3(a) |  | Buyer Third Person Consents
4.3(b) |  | Buyer Governmental Approvals

iv

Section 1.1 (a)

Refinery Land

Description Parcel 1

ALL that certain piece, parcel or tract located on the southerly side of Wrangle Hill Road (Road No. 461), Red Lion Hundred, New Castle County, Delaware, as shown on the Boundary Survey prepared by Dixie Line Surveys Inc., dated May 14,1998 and more particularly described as follows:

BEGINNING for the same at a point on the southeasterly side of Wrangle Hill Road, said point being a corner for Lands N/F Charles B. Stapleford and distant North 81 degrees 10 minutes 50 seconds East, 348.12 feet measured along the southeasterly side of Wrangle Hill Road from the intersection with the northeasterly side of U.S. Rt. 13 (DuPont Parkway) (at 150 feet wide)

THENCE, from said point of beginning and continuing along the southwesterly side of Wrangle Hill Road the following courses and distances:

1. | South 82 degrees 54 minutes 39 seconds East, 91.21 feet to a DelDOT R/W Monument;

2. | North 81 degrees 10 minutes 50 seconds East, 342.03 feet to a DelDOT R/W Monument;

3. | North 54 degrees 36 minutes 57 seconds East, 56.61 feet to a DelDOT R/W Monument;

4. | North 81 degrees 39 minutes 24 seconds East, 229.63 feet to a point;

5. | By a curve to the right having a radius of 5694.58 feet, an arc distance of 322.19 feet (chord bearing North 82 degrees 45 minutes 15 seconds East, 322.15 feet) to a point;

6. | North 84 degrees 22 minutes 30 seconds East, 2131.44 feet to a point;

7. | By a curve to the right having a radius of 2256.83 feet, an arc distance of 306.14 feet (chord bearing North 88 degrees 15 minutes 40 seconds East, 305.91 feet) to a point;

8. | South 87 degrees 51 minutes 10 seconds East, 3159.97 feet to a point;

9. | By a curve to the left having a radius of 1944.86 feet, an arc distance of 293.52 feet (chord bearing North 87 degrees 49 minutes 25 seconds East, 293.24 feet) to a point;

10. | North 83 degrees 30 minutes 00 seconds East, 513.30 feet to a point, and;

11. | South 33 degrees 39 minutes 50 seconds East, 45.52 feet to a point on the northwesterly side of St. Georges — Clarks Corner Road.

THENCE, thereby, South 29 degrees 15 minutes 37 seconds West, 731.75 feet to a point;

THENCE, South 60 degrees 44 minutes 23 seconds East, 37.62 feet to a point in the centerline of the said St. Georges — Clarks Corner Road;

THENCE by said centerline, North 29 degrees 18 minutes 40 seconds East, 800.42 feet to a point on the said southeasterly side of Wrangle Hill Road;

THENCE along the said southeasterly side of Wrangle Hill Road, the fifteen following described courses and distances:

1. | Crossing a portion of the St. Georges — Clarks Corner Road, South 60 degrees 41 minutes 20 seconds East, 15.26 feet to a point;

2. | North 56 degrees 22 minutes 25 seconds East, 42.32 feet to a point;

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3. | North 83 degrees 30 minutes 22 seconds East, 482.27 feet to a point;

4. | Northeasterly by a curve to the left having a radius of 24,030.50 feet, an arc distance of 200.27 feet to a point of tangency for said curve, chord bearing North 83 degrees 16 minutes 03 seconds East, 200.27 feet;

5. | North 83 degrees 01 minute 43 seconds East, 400.03 feet to a point;

6. | Northeasterly by a curve to the right having a radius of 23,970.31 feet, an arc distance of 199.77 feet (chord bearing North 83 degrees 16 minutes 03 seconds East, 199.77 feet) to a point of tangency for said curve,

7. | North 83 degrees 30 minutes 22 seconds East, 449.98 feet to a point;

8. | North 85 degrees 45 minutes 13 seconds East, 255.01 feet to a point of curvature;

9. | Northeasterly by a curve to the left having a radius of 3859.72 feet, an arc distance of 197.23 feet (chord bearing North 82 degrees 02 minutes 32 seconds East, 197.21 feet) to a point,

10. | North 77 degrees 20 minutes 57 seconds East, 310.64 feet to a point;

11. | North 75 degrees 57 minutes 48 seconds East, 718.63 feet to a point;

12. | Northeasterly by a curve to the right having a radius of 1,110.92 feet, an arc distance of 418.42 feet (chord bearing North 86 degrees 45 minutes 12 seconds East, 415.95 feet) to a point of tangency for said curve,

13. | South 82 degrees 27 minutes 22 seconds East, 446.47 feet to a point;

14. | South 07 degrees 32 minutes 38 seconds West, 5.00 feet to a point;

15. | Southeasterly by a curve to the right having a radius of 1,522.62 feet, an arc distance of 255.60 feet (chord bearing South 77 degrees 38 minutes 49 seconds East, 255.60 feet) to a point a corner for lands now or formerly of William F. Ziegler;

THENCE along said lands now or formerly of William F. Ziegler, the three following described courses and distances:

1. | South 19 degrees 50 minutes 00 seconds West, 80.20 feet to a point;

2. | South 70 degrees 10 minutes 00 seconds East, 100.00 feet to a point;

3. | North 19 degrees 50 minutes 00 seconds East, 81.56 feet to a point on the said southwesterly side of Wrangle Hill Road.

THENCE along the said southwesterly side of Wrangle Hill Road, the nine following described courses and distances:

1. | Southeasterly by a curve to the right having a radius of 1,522.62 feet, an arc distance of 156.60 feet (chord bearing South 66 degrees 07 minutes 40 seconds East, 156.53 feet) to a point of tangency for said curve;

2. | South 63 degrees 58 minutes 13 seconds East, 363.17 feet to a point;

3. | South 63 degrees 10 minutes 53 seconds East, 110.78 feet to a point;

4. | Southeasterly by a curve to the right having a radius of 3964.91 feet, an arc distance of 216.75 feet (chord bearing South 61 degrees 36 minutes 55 seconds East, 216.72 feet) to a point of tangency for said curve;

5. | South 60 degrees 02 minutes 57 seconds East, l,335.20 feet to a point;

6. | Southeasterly by a curve to the left having a radius of 1334.99 feet, an arc distance of 174.98 feet (chord bearing South 63 degrees 48 minutes 15 seconds East, 174.86 feet) to a point of tangency for said curve;

7. | South 67 degrees 33 minutes 33 seconds East, 1,252.61 feet to a point;

8. | South 68 degrees 06 minutes 19 seconds East, 63.56 feet to a point;

9. | South 68 degrees 39 minutes 05 seconds East, 17.51 feet to a point;

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THENCE, leaving Wrangle Hill Road and along the north drain South 15 degrees 02 minutes 10 seconds West, 2766.75 feet to a point in line of Snow Estates, said point being in the center of Dragon Run Creek,

THENCE, along the said centerline of Dragon Run Creek, the eight following described courses and distances:

1. | North 63 degrees 05 minutes 10 seconds West, 309.50 feet, more or less, to a point;

2. | North 44 degrees 05 minutes 40 seconds West, 131.50 feet, more or less, to a point;

3. | North 73 degrees 13 minutes 00 seconds West 88.83 feet, more or less, to a point;

4. | South 88 degrees 33 minutes 30 seconds West, 539.63 feet, more or less, to a point;

5. | North 83 degrees 47 minutes 20 seconds West, 203.60 feet, more or less, to a point;

6. | South 85 degrees 32 minutes 20 seconds West, 1,370.40 feet, more or less, to a point;

7. | North 82 degrees 14 minutes 30 seconds West, 671.90 feet, more or less, to a point; and

8. | North 83 degrees 08 minutes 00 seconds West, 410.50 feet, more or less, to a point.

THENCE leaving said Dragon Run Creek, and continuing along said lines of lands now or formerly of Snow Estates, the six following described courses and distances:

1. | South 16 degrees 49 minutes 20 seconds West, 775.00 feet to a point;

2. | South 12 degrees 49 minutes 20 seconds West, 272.25 feet to a point;

3. | South 30 degrees 49 minutes 20 seconds West, 165.00 feet to a point;

4. | South 18 degrees 10 minutes 40 seconds East, 511.50 feet to a point;

5. | South 30 degrees 38 minutes 10 seconds East, 267.10 feet to a point;

6. | South 18 degrees 02 minutes 10 seconds East, 699.23 feet to a point, a corner for lands now or formerly of Joseph R. Fisher.

THENCE along said line of lands now or formerly of Joseph R. Fisher, and lands now or formerly of Wallace W. Newcomb, South 76 degrees 45 minutes 30 seconds West, 471.21 feet to a point;

THENCE continuing along the said line of lands now or formerly of Wallace W. Newcomb, South 02 degrees 43 minutes 30 seconds East, 295.22 feet, more or less to a point on the northwesterly side of the Cox Neck Road, also known as Bird’s Corner Road (Road No. 411);

THENCE along the said northwesterly side of Cox Neck Road, South 88 degrees 32 minutes 46 seconds West, 1232.04 feet to a point, a corner for lands now or formerly of St. Paul’s Church of Delaware City;

THENCE along the northeasterly line of said lands of St. Paul’s Church of Delaware City, North 01 degrees 25 minutes 54 seconds West, 206.69 feet to a point;

THENCE along the northwesterly line of said lands now or formerly of St. Paul’s Church of Delaware City, and the northwesterly line of lands now or formerly of Margaret Townsend, et al., and the northwesterly line of lands now or formerly of George H. Bennett, South 87 degrees 30 minutes 56 seconds West, 442.00 feet to a point, a corner for lands now or formerly of the Colonial School District;

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THENCE along said lands now or formerly of the Colonial School District, the three following described courses and distances:

1. | North 02 degrees 38 minutes 16 seconds West, 2936.39 feet to a point in the centerline of said Dragon Run Creek;

2. | Southwesterly along the various meanderings of the said centerline of said Dragon Run Creek, 2936.39 feet, more or less to a point, said point being distant by a tie line of South 71 degrees 56 minutes 10 seconds West 2,440.24 feet from the last described point; and

3. | South 04 degrees 29 minutes 00 seconds East, 855.05 feet to a point, a corner for lands now or formerly of Bird Partnership;

THENCE along the northeasterly lines of said lands now or formerly of Bird Partnership, the two following described courses and distances:

1. | North 75 degrees 26 minutes 56 seconds West, 824.25 feet to a point;

2. | Crossing the said St. Georges — Clarks Corner Road (Road No. 378), North 67 degrees 34 minutes 49 seconds West, 3033.32 feet to a point, a corner for lands now or formerly of William O. and Elmer D. Saienni;

THENCE along lines of said lands now or formerly of William O. and Elmer D. Saienni, the three following described courses and distances:

1. | North 76 degrees 23 minutes 13 seconds West, 1,380.35 feet to a point;

2. | South 51 degrees 59 minutes 26 seconds West, 1,123.00 feet to a point; and

3. | South 82 degrees 35 minutes 14 seconds West, 285.01 feet to a point on the said northwesterly side of the DuPont Parkway, (U.S. Route 13);

THENCE, thereby, North 11 degrees 13 minutes 05 seconds West, 166.01 feet to a point, in the said centerline of Dragon Run Creek;

THENCE along the said centerline of Dragon Run Creek, the eleven following described courses and distances:

1. | North 56 degrees 38 minutes 14 seconds East, 17.00 feet to a point;

2. | North 00 degrees 43 minutes 46 seconds West, 77.10 feet to a point;

3. | North 48 degrees 50 minutes 14 seconds East, 63.64 feet to a point;

4. | North 40 degrees 00 minutes 14 seconds East, 129.00 feet to a point;

5. | North 42 degrees 56 minutes 14 seconds East, 97.00 feet to a point;

6. | North 48 degrees 47 minutes 14 seconds East, 118.00 feet to a point;

7. | North 27 degrees 53 minutes 14 seconds East, 98.00 feet to a point;

8. | North 47 degrees 13 minutes 14 seconds East, 37.00 feet to a point;

9. | North 63 degrees 51 minutes 14 seconds East, 388.00 feet to a point;

10. | North 46 degrees 30 minutes 14 seconds East, 137.00 feet to a point;

11. | North 42 degrees 54 minutes 40 seconds East, 317.26 feet to a point;

THENCE leaving the said centerline of Dragon Run Creek, and continuing along the lines of said lands now or formerly of Ruth L. Donovan, the two following described courses and distances:

1. | North 54 degrees 56 minutes 56 seconds West, 553.65 feet to a point;

2. | South 77 degrees 18 minutes 24 seconds West, 824.78 feet to a point on the said northeasterly side of the DuPont Parkway, U.S. Route 13;

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THENCE, thereby, North 11 degrees 12 minutes 15 seconds West, 1,498.74 feet to a point, a corner for lands now or formerly of the Diamond State Telephone Company;

THENCE along the southeasterly line of said lands now or formerly of the Diamond State Telephone Company, North 81 degrees 10 minutes 50 seconds East, 348.12 feet to a point;

THENCE along the northeasterly line of said lands now or formerly of the Diamond State Telephone Company, and the northeasterly line of said lands now or formerly of Charles C. Stapleford, Sr., North 11 degrees 12 minutes 15 seconds West 1001.88 feet to a point on said southeasterly side of Wrangle Hill Road and the point and place of Beginning.

[Parcel 2 Description Begins on Following Page]

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Description Parcel 2

ALL that certain piece, parcel or tract of Land located on the northerly side of Wrangle Hill Road (Delaware Rt. 72), Red Lion Hundred, New Castle County, Delaware, as shown on the Boundary Survey prepared by Dixie Line Surveys Inc., dated May 14, 1998 and more particularly described as follows:

BEGINNING for the same at a point, said point being formed by the intersection of the northerly side of Wrangle Hill Road with the easterly side of School House Road;

THENCE, from said point of Beginning and along the easterly side of School House Road, North 04 degrees 26 minutes 35 seconds West, 249.55 feet to a corner for Lands N/F Eastern Shore Natural Gas Co.;

THENCE, thereby, the following 3 courses and distances:

1. | North 85 degrees 33 minutes 25 seconds East, 475.00 feet to a point;

2. | North 04 degrees 26 minutes 35 seconds West, 250.00 feet to a point; and

3. | South 85 degrees 33 minutes 25 seconds West, 475.00 feet to a point on the easterly side of School House Road;

THENCE, thereby, the following 2 courses and distances:

1. | North 04 degrees 26 minutes 35 seconds West, 1698.67 feet to a point; and

2. | North 05 degrees 28 minutes 05 seconds West, 1560.82 feet to a point on the southerly side of Conrail-Newark to Delaware City Branch (60 feet wide).

THENCE, thereby, the following 2 courses and distances:

1. | North 82 degrees 44 minutes 10 seconds East, 3663.51 feet to a point and

2. | By a curve to the right having a radius of 22,888.33 feet, an arc distance of 644.30 feet (chord bearing North 83 degrees 32 minutes 47 seconds East, 647.28 feet) to a point on the westerly side of River Road (Delaware Route 9);

THENCE, thereby, the following 5 courses and distances:

1. | South 03 degrees 19 minutes 23 seconds East, 3958.66 feet to a point;

2. | South 00 degrees 27 minutes 38 seconds East, 100.12 feet to a point

3. | South 02 degrees 23 minutes 15 seconds West, 100.50 feet to a point;

4. | South 03 degrees 19 minutes 23 seconds East, 107.55 feet to a point; and

5. | South 38 degrees 41 minutes 19 seconds West, 74.59 feet to a point on the northerly side of Wrangle Hill Road;

THENCE, thereby, the following 5 courses and distances:

1. | South 83 degrees 33 minutes 37 seconds West, 29.38 feet to a point;

2. | South 75 degrees 47 minutes 50 seconds West, 75.36 feet to a point;

3. | South 83 degrees 30 minutes 00 seconds West, 434.95 feet to a point;

4. | By a curve to the right having a radius of 1874.86 feet, an arc distance of 282.96 feet (chord bearing South 87 degrees 49 minutes 25 seconds West, 282.69 feet) to a point; and

5. | North 87 degrees 51 minutes 10 seconds West, 1540.76 feet to a corner for Lands N/F Cordox Corp.;

THENCE, thereby, the following 3 courses and distances:

1. | North 00 degrees 00 minutes 00 seconds West, 403.16 feet to a point;

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2. | South 00 degrees 00 minutes 00 seconds West, 462.77 feet to a point; and

3. | South 00 degrees 07 minutes 50 seconds East, 385.84 feet to a point on the northerly side of Wrangle Hill Road;

THENCE, thereby, the following 2 courses and distances:

1. | North 87 degrees 51 minutes 10 seconds West, 1157.00 feet to a point; and

2. | By a curve to the left having a radius of 2326.83 feet, an arc distance of 169.35 feet (chord bearing North 89 degrees 56 minutes 13 seconds West, 169.31 feet) to the point and place of Beginning.

[Parcel 3A Description Begins on Following Page]

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Description Parcel 3A

ALL that certain piece, parcel or tract of land located on the northeasterly side of Delaware Rt. 9, Delaware City, New Castle County, Delaware, as shown on the Boundary Survey prepared by Dixie Line Surveys Inc., dated May 20, 1998 and more particularly described as follows:

BEGINNING at a point on the northeasterly side of Wrangle Hill Road (Delaware Route No. 9) (at 70 feet wide), said point being on the Corporate Boundary Line Dividing Delaware City from Red Lion Hundred;

THENCE from the said point of Beginning, leaving said Wrangle Hill Road and along the said Corporate Boundary dividing Delaware City from Red Lion Hundred, the eight following described courses and distances:

1. | North 10 degrees 06 minutes 00 seconds West, 66.76 feet to a point;

2. | North 56 degrees 14 minutes 10 seconds East, 436.83 feet to a point;

3. | North 56 degrees 24 minutes 30 seconds East, 1,064.70 feet to a point;

4. | North 82 degrees 54 minutes 30 seconds East, 1,056.00 feet to a point;

5. | North 57 degrees 08 minutes 40 seconds East, 329.60 feet to appoint;

6. | North 55 degrees 23 minutes 00 seconds East, 706.11 feet to a point;

7. | South 62 degrees 38 minutes 25 seconds East, 256.39 feet to a point;

8. | North 47 degrees 30 minutes 00 seconds East, 1,823.6 feet more or less to a point on the low water line of the Delaware River as established by Deed from the State of Delaware, dated June 23, 1955 and recorded in Deed Record K, Volume 56, Page 579.

THENCE along the said low water line of the Delaware River, the three following described courses and distances:

1. | South 45 degrees 00 minutes 00 seconds East, 4,357.60 feet, more or less to a point;

2. | North 43 degrees 00 minutes 00 seconds East, 29.71 feet, more or less to a point;

3. | South 49 degrees 22 minutes 00 seconds East, 118.29 feet, more or less to a point;

THENCE continuing along the said low water line and lands now or formerly of Wilson Excursion Lines, Inc., South 40 degrees 38 minutes 00 seconds West, 370.00 feet, more or less, to a point on the northeasterly side of Delaware Street (at 50 feet wide);

THENCE along the said northeasterly side of Delaware Street, North 49 degrees 22 minutes 00 seconds West, 130.00 feet to a point on the northwesterly side of Washington Street;

THENCE along the said northwesterly side of Washington Street South 40 degrees 36 minutes 10 seconds West, 361.06 feet to a point, a corner for lands now or formerly of Edward Dowell;

THENCE with lands N/F Edward Dowell the following 3 courses and distances:

1. | By a curve to the right having a radius of 2930.93 feet, an arc distance of 170.66 feet (cord bearing South 74 degrees 26 minutes 25 seconds West, 170.63 feet) to a point;

2. | By a curve to the right having a radius of 1976.00 feet, an arc distance of 183.32 feet (chord bearing South 78 degrees 45 minutes 58 seconds West, 183.25 feet) to a point; and

3. | North 40 degrees 36 minutes 10 seconds East, 24.62 feet to a point on the southerly side of Adams Street;

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THENCE by a curve to the right having a radius of 1960.00 feet, an arc distance of 289.19 feet (chord bearing South 85 degrees 06 minutes 22 seconds West, 288.93 feet) to a point on the easterly side of Front Street;

THENCE, thereby North 49 degrees 22 minutes 20 seconds West, 87.14 feet to a point on the southerly side of Jefferson Street;

THENCE, thereby, North 40 degrees 36 minutes 10 seconds East, 56.82 feet to a point;

THENCE by a curve to the right having a radius of 1860.00 feet, an arc distance of 189.68 feet (chord bearing North 86 degrees 52 minutes 59 seconds West, 189.60 feet) to a point;

THENCE by a curve to the right having a radius of 1382.00 feet, an arc distance of 2.54 feet (chord bearing North 83 degrees 54 minutes 32 seconds West, 2.54 feet) to a point;

THENCE, South 49 degrees 22 minutes 20 seconds East, 92.41 feet to a point;

THENCE, South 40 degrees 36 minutes 10 seconds West, 60.00 feet to a point;

THENCE North 49 degrees 22 minutes 20 seconds West, 100.00 feet to a point;

THENCE, North 40 degrees 36 minutes 10 seconds East, 54.84 feet to a point;

THENCE, by a curve to the right having a radius of 1382.00 feet, an arc distance of 9.64 feet (chord bearing North 83 degrees 16 minutes 55 seconds West, 9.64 feet) to a point;

THENCE, South 40 degrees 36 minutes 10 seconds West, 275.25 feet, to a point on the easterly side of William Street;

THENCE, thereby, North 49 degrees 22 minutes 40 seconds West, 99.97 feet to a point on the southerly side of Madison Street;

THENCE, thereby, North 40 degrees 36 minutes 10 seconds East, 214.53 feet to a point;

THENCE, by a curve to the left having a radius of 1382.00 feet, an arc distance of 62.24 feet (South 79 degrees 31 minutes 21 seconds East, 62.23 feet) to a point;

THENCE, North 49 degrees 22 minutes 20 seconds West, 113.82 feet to a point;

THENCE, South 40 degrees 36 minutes 10 seconds West, 245.80 feet to a point on the easterly side of William Street;

THENCE, thereby, North 49 degrees 22 minutes 40 seconds West, 242.40 feet to a point;

THENCE, South 34 degrees 36 minutes 30 seconds West, 59.14 feet to a point;

THENCE, North 49 degrees 22 minutes 40 seconds West, 220.00 feet to a point;

THENCE, South 40 degrees 37 minutes 20 seconds West, 60.90 feet to a point;

THENCE, South 49 degrees 22 minutes 40 seconds East, 190.00 feet to a point on the northerly side of Monroe Street;

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THENCE, thereby South 40 degrees 37 minutes 20 seconds West, 277.29 feet to a corner for lands N/F Solomon Smith;

THENCE, thereby the following 3 courses and distances:

1. | North 49 degrees 22 minutes 40 seconds West, 190.00 feet to a point;

2. | South 40 degrees 37 minutes 20 seconds West, 280.00 feet to a point; and

3. | South 49 degrees 22 minutes 40 seconds East, 190.00 feet to a point on the northerly side of Monroe Street;

THENCE, thereby, South 40 degrees 37 minutes 20 seconds West, 321.90 feet to a corner for Lands N/F Mary B. Smith;

THENCE, thereby, the following 2 courses and distances:

1. | North 49 degrees 22 minutes 40 seconds West, 190.00 feet, and

2. | South 40 degrees 37 minutes 20 seconds West, 461.60 feet to a point in line of Lands N/F Amelgo Rossiline;

THENCE, thereby, the following 2 courses and distances:

1. | North 49 degrees 22 minutes 40 seconds West, 126.00 feet to a point; and

2. | South 33 degrees 51 minutes 20 seconds West, 60.42 feet to a corner for Lands N/F Edward M. Polag;

THENCE, thereby, the following 2 courses and distances:

1. | North 49 degrees 22 minutes 40 seconds West, 183.00 feet to a point; and

2. | South 33 degrees 51 minutes 20 seconds West, 460.24 feet to a point on the northerly side of Del. Rt 9;

THENCE, thereby, the following 7 courses and distances:

1. | North 68 degrees 23 minutes 39 seconds West, 549.57 feet to a point;

2. | North 30 degrees 24 minutes 51 seconds East, 100.00 feet to a point;

3. | North 67 degrees 56 minutes 49 seconds West, 84.00 feet to a point;

4. | South 29 degrees 24 minutes 25 seconds West, 64.28 feet to a point;

5. | North 68 degrees 39 minutes 05 seconds West, 19.08 feet to a point;

6. | North 68 degrees 06 minutes 19 seconds West, 62.23 feet to a point;

7. | North 67 degrees 33 minutes 33 seconds West, 266.22 feet to a corner for Lands N/F City of Delaware City;

THENCE, thereby, the following 3 courses and distances:

1. | North 22 degrees 28 minutes 30 seconds East, 499.77 feet to a point;

2. | North 67 degrees 31 minutes 30 seconds West, 500.00 feet to a point; and

3. | South 22 degrees 28 minutes 30 seconds West, 500.07 feet to a point on the northerly side of Del. Rt. 9;

THENCE, thereby, the following 8 courses and distances:

1. | North 67 degrees 33 minutes 33 seconds West, 496.39 feet to a point;

2. | By a curve to the left having a radius of 1264.99 feet, an arc distance of 165.81 feet (chord bearing North 63 degrees 48 minutes 15 seconds West, 165.69 feet) to a point;

3. | North 60 degrees 02 minutes 57 seconds West, 1335.20 feet to a point;

4. | By a curve to the left having a radius of 4034.91 feet, an arc distance of 220.58 feet (chord bearing North 61 degrees 36 minutes 55 seconds West, 220.55 feet) to a point;

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5. | North 60 degrees 35 minutes 49 seconds West, 110.89 feet to a point;

6. | North 63 degrees 10 minutes 53 seconds West, 363.14 feet to a point;

7. | By a curve to the left having a radius of 1602.62 feet an are distance of 539.14 feet (chord bearing North 72 degrees 49 minutes 08 seconds West, 536.60 feet) to a point; and

8. | North 82 degrees 27 minutes 23 seconds West, 110.31 feet to the point and place of Beginning.

The foregoing includes, without limitation, the following lands and premises:

ALL that certain tract, piece or parcel of land situate in Delaware City, New Castle County and State of Delaware, and more particularly described in accordance with a survey of VanDemark & Lynch, Inc., Civil Engineers and Surveyors of Wilmington, Delaware dated March 28, 1960, as follows, to wit:

BEGINNING at a point on the northwesterly side of Washington Street (100 feet wide), said point of beginning being distant South 40 degrees 36 minutes 10 seconds West, 92.81 feet measured along the said northwesterly side of Washington Street from the intersection thereof with the northeasterly side of Delaware Street, formerly called Harbor Street, (50 feet wide);

thence from said point of beginning and along the said northwesterly side of Washington Street South 40 degrees 36 minutes 10 seconds West, 37.66 feet to a point; thence along the tines of lands of Star Enterprise the five following described courses and distances, (1) southwesterly along a curve to the right having a radius of 2814.93 feet an arc distance of 359.28 feet to a point of compound curvature, said point being distant by a chord South 72 degrees 27 minutes 07 seconds West, 359.03 feet from the last described point; (2) southwesterly along a curve to the right having a radius of 1860.0 feet an arc distance of 404.20 feet to a point, said point being distant by a chord South 82 degrees 20 minutes 02 seconds West, 403.41 feet from the last described point; (3) North 49 degrees 23 minutes 50 seconds West, 69.95 feet to a point, said point being in the extension of the center line of Jefferson Street (60 feet wide) and being distant North 40 degrees 36 minutes 10 seconds East, 121.80 feet measured along the extension of the said center line of Jefferson Street from the intersection thereof with the center line of Front Street (60 feet wide); (4) along the said extension of the center line of Jefferson Street North 40 degrees 36 minutes 10 seconds East, 643.67 feet to a point; and (5) South 49 degrees 23 minutes 50 seconds East, 527.92 feet to a point in the said northwesterly side of Washington Street and the point and place of BEGINNING.

EXCEPTING THEREOUT AND THEREFROM ALL that certain lot, piece or parcel or tract of land known as Motiva Property for Parking Lot, Delaware City by virtue of a Quitclaim Deed between Motiva Enterprises LLC, a Delaware limited liability company and The City of Delaware City, a municipal corporation of the State of Delaware, dated March 15, 2001 and recorded in the Office of the Recorder of Deeds in and for New Castle County, State of Delaware, in Instrument No. 20010719-0057702.

[Parcel 3B Description Begins on Following Page]

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Description Parcel 3B

ALL that certain tract, piece or parcel of land situate at Wrangle Hill Road, Delaware Route No. 9, and River Road (Delaware Route No. 9) Delaware City, Red Lion Hundred, New Castle County, Delaware, as shown on the Boundary Survey prepared by Dixie Line Surveys Inc., dated May 20, 1998 and more particularly described as follows:

BEGINNING at a point on the northeasterly side of River Road (Delaware Route No. 9) said point being the northwesterly end of a corner cut-off joining the said northeasterly side of River Road with the northwesterly side of Wrangle Hill Road (Delaware Route No. 9);

THENCE from the said point of beginning and along the said northeasterly side of River Road, the five following described courses and distances:

1. | North 03 degrees 19 minutes 23 seconds West, 14.87 feet to a point;

2. | North 09 degrees 02 minutes 01 seconds West, 100.50 feet to a point;

3. | North 03 degrees 19 minutes 23 seconds West, 100.00 feet to a point;

4. | North 09 degrees 02 minutes 01 seconds West, 100.50 feet to a point;

5. | North 03 degrees 19 minutes 23 seconds West, 3961.39 feet to a point on the southeasterly side of a 60 foot wide right of way for Conrail — Newark to Delaware City Branch;

THENCE, along the southeasterly side of a 60 foot wide right of way for Conrail, by a curve to the right having a radius of 22,888.33 feet, an arc distance of 2857.08 feet (chord bearing North 88 degrees 06 minutes 01 seconds East, 2855.23 feet) to a point;

THENCE crossing the said 60 foot wide right of way for Conrail, North 01 degrees 40 minutes 35 seconds East, 60.00 feet to a point;

THENCE along the northwesterly side of the 60 foot wide right of way for Conrail, southwesterly by a curve to the left having a radius of 22,948.33 feet, an arc distance of 2,862.32 feet (chord bearing South 88 degrees 06 minutes 11 seconds West, 2860.46 feet), more or less to a point on the said northeasterly side of River Road;

THENCE along the said right of way for River Road, the eight following described courses and distances:

1. | North 03 degrees 19 minutes 23 seconds West, 778.45 feet to a point;

2. | North 05 degrees 12 minutes 27 seconds East, 101.12 feet to a point;

3. | North 03 degrees 19 minutes 23 seconds West, 100.00 feet to a point;

4. | North 19 degrees 48 minutes 30 seconds West, 51.55 feet to a point;

5. | Northerly along a curve to the right having a radius of 2,829.79 feet to a point, an arc distance of 209.36 feet (chord bearing North 00 minutes 16 minutes 33 seconds West, 209.31 feet) to a point of tangency for said curve;

6. | North 01 degrees 50 minutes 37 seconds East, 268.96 feet to a point;

7. | South 88 degrees 09 minutes 23 seconds East, 35.00 feet to a point;

8. | North 01 degrees 50 minutes 37 seconds East, 85.00 feet to a point, a corner for lands now or formerly of Ethel Corporation;

THENCE along lines of said land now or formerly of Ethel Corporation, the four following described courses and distances:

1. | South 88 degrees 09 minutes 23 seconds East, 80.00 feet to a point;

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2. | North 01 degrees 50 minutes 37 seconds East, 140.00 feet to a point;

3. | South 88 degrees 09 minutes 23 seconds East, 480.00 feet to a point;

4. | North 01 degrees 50 minutes 37 seconds East, 234.56 feet to a point on the line of lands now or formerly of Diamond Alkali Company;

THENCE along lines of said lands now or formerly of Diamond Alkali Company, the three following described courses and distances:

1. | North 90 degrees 00 minutes 00 seconds East, (Due East) 1,703.01 feet, more or less to a point;

2. | North 00 degrees 00 minutes 00 seconds West, (Due North) 1,225.17 feet, more or less to a point; and

3. | North 90 degrees 00 minutes 00 seconds East (Due East) 3,630.00 feet, more or less to a point on low water line of the Delaware River;

THENCE by the various meanderings of the said low water line of the Delaware River, southeasterly and southwesterly 2,360.00 feet, more or less to a point, said point being distant by a tie line of South 28 degrees 07 minutes 59 seconds West, 1,389.12 feet, more or less to a point;

THENCE crossing an affluent channel, South 30 degrees 57 minutes 50 seconds East, 116.62 feet, more or less to a point on the said low water line of the Delaware River;

THENCE, southeasterly and southwesterly along the various meanderings of the said low water line of the Delaware River, 4,930.00 feet, more or less to a point said point being distant by a tie line of South 37 degrees 03 minutes 09 seconds East, 3,452.02 feet, more or less from the last described point;

THENCE crossing an intake channel, South 52 degrees 30 minutes 53 seconds East, 460.01 feet to a point on the said low water line for the Delaware River;

THENCE along the said lower water line of the Delaware River as established by Deed from the State of Delaware, dated June 23, 1955 and recorded in Deed Record K, Volume 56, Page 579, the three following described courses and distances:

1. | North 79 degrees 01 minutes 00 seconds East, 173.00 feet, more or less to a point;

2. | North 90 degrees 00 minutes 00 seconds East, (Due East) 947.01 feet, more or less to a point; and

3. | South 45 degrees 00 minutes 00 seconds East, 43.08 feet, more or less to a point on the corporate boundary Line dividing Delaware City from Red Lion Hundred;

THENCE by said corporate boundary line the eight following described courses and distances:

1. | South 47 degrees 30 minutes 00 seconds West, 1,823.60 feet to a point

2. | North 62 degrees 38 minutes 25 seconds West, 256.39 feet to a point;

3. | South 55 degrees 23 minutes 00 seconds West, 706.11 feet to a point;

4. | South 57 degrees 08 minutes 40 seconds West, 329.60 feet to a point;

5. | South 82 degrees 54 minutes 30 seconds West, 1,056.00 feet to a point;

6. | South 56 degrees 24 minutes 30 seconds West, 1,064.70 feet to a point;

7. | South 56 degrees 14 minutes 10 seconds West, 436.83 feet to a point; and

8. | South 10 degrees 06 minutes 00 seconds East, 66.76 feet to a point on the northeasterly side of Wrangle Hill Road (Delaware Route No. 9);

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THENCE along the northeasterly and northwesterly sides of said Wrangle Hill Road (Delaware Route No. 9), the ten following described courses and distances:

1. | North 82 degrees 27 minutes 23 seconds West, 336.16 feet to a point of curvature;

2. | Southwesterly by a curve to the left having a radius of 1,180.92 feet, an arc distance of 444.79 feet (chord bearing South 86 degrees 45 minutes 13 seconds West, 442.17 feet) to a point of tangency for said curve;

3. | South 75 degrees 57 minutes 48 seconds West, 924.59 feet to a point;

4. | South 85 degrees 56 minutes 00 seconds West, 99.66 feet to a point;

5. | South 83 degrees 30 minutes 22 seconds West, 704.79 feet to a point;

6. | South 80 degrees 24 minutes 34 seconds West, 200.56 feet to a point;

7. | South 83 degrees 01 minutes 43 seconds West, 400.03 feet to a point of curvature;

8. | Southwesterly by a curve to the right having a radius of 23,970.51 feet, an arc distance of 199.77 feet (chord bearing South 83 degrees 16 minutes 03 seconds West, 199.77 feet) to a point of tangency for said curve;

9. | South 83 degrees, 30 minutes 22 seconds West, 395,32 feet to a point; and

10. | North 06 degrees 30 minutes 00 seconds West, 5.00 feet to a point on the southeasterly end of a said corner cut-off joining the northwesterly side of Wrangle Hill Road (Delaware Route No. 9) with the northeasterly side of River Road (Delaware Route No. 9);

THENCE by said corner cut-off, North 48 degrees 20 minutes 24 seconds West, 68.88 feet to the point and place of Beginning.

[Parcel 4A Description Begins on Following Page]

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Description Parcel 4A

ALL that certain piece, parcel or tract of land located on the east side of Delaware Route 1 and on the westerly side of Delaware Route 9, Red Lion Hundred and New Castle Hundred, New Castle, Delaware, as shown on the Boundary Survey prepared by Dixie Line Surveys Inc., dated May 20, 1998 and more particularly described as follows:

BEGINNING for the same at a point said point being formed by the intersection of the easterly side U.S. Route 13 (150 feet wide) and the northerly side of a 60 foot wide right-of-way for Conrail — Newark to Delaware City Branch;

THENCE, from the said point of Beginning and along the northeasterly side of U.S. Route 13, North 11 degrees 35 minutes 50 seconds West, 289.44 feet to a point on the easterly side of Delaware Route 1;

THENCE, thereby, the following 36 courses and distances:

1. | By a curve to the right having a radius of 5579.58 feet, an arc distance of 357.66 feet (chord bearing North 19 degrees 37 minutes 47 seconds East, 357.60 feet) to a point;

2. | North 21 degrees 31 minutes 05 seconds East, 1503.99 feet to a point;

3. | North 22 degrees 58 minutes 27 seconds East, 787.07 feet to a point;

4. | South 77 degrees 36 minutes 18 seconds East, 143.37 feet to a point;

5. | By a curve to the right having a radius of 670.00 feet an arc distance of 444.98 feet (chord bearing South 55 degrees 14 minutes 34 seconds East, 436.85 feet) to a point;

6. | South 36 degrees 12 minutes 59 seconds East, 361.07 feet to a point;

7. | By a curve to the left having a radius of 29.05 feet, an arc distance of 30.42 feet (chord bearing South 37 degrees 13 minutes 06 seconds East, 29.05 feet) to a point;

8. | South 25 degrees 20 minutes 23 seconds East, 1.45 feet to a point;

9. | By a curve to the left having a radius of 265.00 feet, an arc distance of 176.47 feet (chord bearing South 44 degrees 24 minutes 54 seconds East, 173.23 feet) to a point;

10. | By a curve to the left having a radius of 830.00 feet an arc distance of 341.70 feet (chord bearing South 62 degrees 05 minutes 27 seconds East, 339.29 feet) to a point;

11. | South 86 degrees 18 minutes 26 seconds East, 209.19 feet to a point;

12. | North 16 minutes 06 minutes 57 seconds East, 70.00 feet to a point;

13. | North 61 degrees 27 minutes 44 seconds West, 209.19 feet to a point;

14. | North 55 degrees 03 minutes 02 seconds West, 432.59 feet to a point;

15. | North 36 degrees 15 minutes 21 seconds West, 360.92 feet to a point;

16. | By a curve to the left having a radius of 830.00 feet, an arc distance of 445.91 feet (North 51 degrees 16 minutes 39 seconds West, 440.56 feet) to a point;

17. | North 21 degrees 47 minutes 32 seconds West, 63.59 feet to a point;

18. | North 15 degrees 41 minutes 59 seconds East, 462.99 feet to a point;

19. | By a curve to the right having a radius of 4513.63 feet, an arc distance of 455.77 feet (chord bearing North 18 degrees 37 minutes 25 seconds East, 455.57 feet) to a point;

20. | North 21 degrees 31 minutes 05 seconds East, 271.39 feet to a point;

21. | By a curve to the right having a radius of 230.00 feet, an arc distance of 373.86 feet (chord bearing North 68 degrees 03 minutes 39 seconds East, 334.04 feet) to a point;

22. | South 74 degrees 20 minutes 21 seconds East, 192.49 feet to a point;

23. | North 24 degrees 37 minutes 37 seconds East, 80.00 feet to a point;

24. | North 56 degrees 24 minutes 25 seconds West, 192.49 feet to a point;

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25. | By a curve to the left having a radius of 370.00 feet, an arc distance of 118.63 feet (chord bearing North 74 degrees 33 minutes 34 seconds West, 118.12 feet) to a point;

26. | North 65 degrees 25 minutes 07 seconds West, 204.11 feet to a point;

27. | North 24 degrees 30 minutes 46 seconds East, 286.98 feet to a point;

28. | North 23 degrees 03 minutes 08 seconds East, 605.33 feet to a point;

29. | North 22 degrees 02 minutes 20 seconds East, 266.87 feet to a point;

30. | North 52 minutes 49 seconds 00 seconds West, 50.83 feet to a point;

31. | North 31 degrees 01 minutes 07 seconds East, 218.45 feet to a point;

32. | North 24 degrees 55 minutes 15 seconds East, 148.88 feet to a point;

33. | North 44 degrees 28 minutes 45 seconds East, 51.38 feet to a point;

34. | South 84 degrees 27 minutes 06 seconds East, 27.00 feet to a point;

35. | By a curve to the right having a radius of 11309.16 feet, an arc distance of 460.19 feet (chord bearing North 29 degrees 18 minutes 24 seconds East, 460.19 feet) to a point;

36. | North 30 degrees 28 minutes 21 seconds East, 556.94 feet to a corner for lands N/F Sara Wagner;

THENCE, thereby, the following 8 courses and distances:

1. | South 59 degrees 32 minutes 29 seconds East, 424.59 feet to a point;

2. | South 30 degrees 22 minutes 30 seconds West, 868.03 feet to a point;

3. | South 84 degrees 30 minutes 50 seconds East, 1387.88 feet to a point;

4. | North 66 degrees 59 minutes 10 seconds East, 975 feet more or less to a point in the center of a Branch for the Red Lion Creek;

5. | By the various meanderings of said branch for 2500 feet more or less to a point, said point being distant by a tie line of North 03 degrees 12 minutes 33 seconds West, 1646.79 feet to a point;

6. | North 55 degrees 43 minutes 40 seconds East, 16.30 feet to a point;

7. | South 80 degrees 01 minutes 20 seconds West, 1511.43 feet to a point; and

8. | North 15 degrees 00 minutes 00 seconds West, 157.65 feet to a point on the easterly side of Delaware Route 1;

THENCE, thereby, the following 11 courses and distances:

1. | By a curve to the right having a radius of 1240.00 feet, an arc distance of 490.00 feet (chord bearing North 61 degrees 36 minutes 57 seconds East, 486.82 feet) to a point;

2. | North 72 degrees 56 minutes 09 seconds East, 404.88 feet to a point;

3. | By a curve to the left having a radius of 1460.00 feet, an arc distance of 949.37 feet (chord bearing North 54 degrees 18 minutes 28 seconds East, 932,74 feet) to a point;

4. | North 38 degrees 53 minutes 44 seconds East, 107.85 feet to a point;

5. | By a curve to the left having a radius of 1470.00 feet, an arc distance of 708,92 feet (chord bearing North 17 degrees 39 minutes 46 seconds East, 702.07 feet) to a point;

6. | North 07 degrees 01 minutes 21 seconds East, 189.74 feet to a point;

7. | By a curve to the right having a radius of 100.00 feet, an arc distance of 43.01 feet (chord bearing North 19 degrees 20 minutes 41 seconds East, 42.68 feet) to a point;

8. | North 31 degrees 40 minutes 00 seconds East, 469.67 feet to a point;

9. | By a curve to the left having a radius of 390.00 feet, an arc distance of 153.96 feet (chord bearing North 42 degrees 58 minutes 38 seconds East, 152.96 feet) to a point;

10. | North 19 degrees 26 minutes 14 seconds East, 141.62 feet to a point; and

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11. | North 31 degrees 40 minutes 00 seconds East, 646.29 feet to a point on the southerly side of Route 381;

THENCE, thereby, the following 3 courses and distances:

1. | South 58 degrees 20 minutes 00 seconds East, 595.61 feet to a point;

2. | North 31 degrees 40 minutes 00 seconds East, 49.76 feet to a point;

3. | South 58 degrees 18 minutes 00 seconds East, 322.51 feet to a corner for lands N/F Randall H. Clowes, ET UX;

THENCE, thereby, the following 5 courses and distances:

1. | South 31 degrees 42 minutes 00 seconds West, 19.40 feet to a point;

2. | South 31 degrees 39 minutes 00 seconds West, 170.02 feet to a point;

3. | South 58 degrees 21 minutes 00 seconds East, 224.99 feet to a point;

4. | North 01 degrees 18 minutes 00 seconds East, 197.32 feet to a point;

5. | North 31 degrees 42 minutes 00 seconds East, 19.03 feet to a point in the center of Road 381;

THENCE, thereby the following 2 courses and distances:

1. | South 58 degrees 18 minutes 00 seconds East, 16.05 feet to a point; and

2. | South 58 degrees 16 minutes 51 seconds East, 1175.34 feet to a point;

THENCE, leaving said center line South 31 degrees 43 minutes 10 seconds West, 27.07 feet to a point on the southerly side of Road 381;

THENCE, thereby, the following 3 courses and distances:

1. | South 58 degrees 25 minutes 23 seconds East, 98.56 feet to a point;

2. | By a curve to the left having a radius of 637.30 feet, an arc distance of 65.03 feet (chord bearing South 61 degrees 20 minutes 47 seconds East, 65.00 feet) to a point, and;

3. | South 28 degrees 11 minutes 42 seconds East, 115.49 feet to a point on the easterly side of Delaware Route 9;

THENCE, thereby, the following 12 courses and distances:

1. | By a curve to the left having a radius of 1086.74 feet, an arc distance of 312,59 feet (chord bearing South 01 degrees 13 minutes 42 seconds West, 311.53 feet) to a point;

2. | North 82 degrees 59 minutes 17 seconds East, 10.00 feet to a point;

3. | By a curve to the left having radius of 1076.74 feet, an arc distance of 16.18 feet (chord bearing South 07 degrees 26 minutes 33 seconds East, 16.18 feet) to a point;

4. | South 07 degrees 52 minutes 23 seconds East, 570.18 feet;

5. | By a curve to the right having a radius of 22953.32 feet, an arc distance of 547.50 feet (chord bearing South 08 degrees 33 minutes 23 seconds East, 547.49 feet), to a point;

6. | South 09 degrees 14 minutes 23 seconds East, 1285.06 feet to a point;

7. | By a curve to the right having a radius of 2829.79 feet, an arc distance of 547.40 feet (chord bearing South 03 degrees 41 minutes 53 seconds East, 546.54 feet) to a point;

8. | South 01 degrees 50 minutes 37 seconds West, 126.77 feet to a point;

9. | North 88 degrees 09 minutes 23 seconds West, 15.00 feet to a point;

10. | South 01 degrees 50 minutes 37 seconds West, 200,00 feet to a point;

11. | North 88 degrees 09 minutes 23 seconds West, 30.00 feet to a point, and

12. | South 01 degrees 50 minutes 37 seconds West, 183.60 feet to a point in line of lands N/F Diamond Alkali Company,

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THENCE, thereby, the following 2 courses and distances:

1. | North 82 degrees 07 minutes 20 seconds West, 931.58 feet to a point; and

2. | North 74 degrees 07 minutes 30 seconds West, 602.00 feet to a point;

THENCE, continuing along lands of Diamond Alkali Company and lands N/F Standard Chlorine of Delaware, Inc. South 25 degrees 16 minutes 40 seconds West, 1812.58 feet to a point;

THENCE, continuing along lands N/F Standard Chlorine of Delaware, Inc. and lands N/F Air Products and Chemicals, Inc., South 20 degrees 54 minutes 30 seconds West, 1210.00 feet to a point on the northerly side of Governor Lea Road (Road 405);

THENCE, thereby, the following 2 courses and distances:

1. | South 78 degrees 05 minutes 40 seconds East, 55.40 feet to a point, and

2. | South 86 degrees 34 minutes 10 seconds East, 482.45 feet to a corner for parcel 4B;

THENCE, thereby, South 00 degrees 00 minutes 00 seconds East, 2349.78 feet to a point on the northerly side of a 60 foot wide right-of-way for Conrail-Newark to Delaware City Branch;

THENCE, South 82 degrees 44 minutes 10 seconds West, 2105.31 feet to a corner for lands N/F Wilmington Suburban Water Company;

THENCE, thereby, the following 3 courses and distances:

1. | North 13 degrees 25 minutes 50 seconds East, 106.89 feet to a point;

2. | South 82 degrees 44 minutes 10 seconds West, 156.95 feet to a point, and;

3. | South 35 degrees 41 minutes 30 seconds East, 113.70 feet to a point on the northerly side of a 60 foot right-of-way for Conrail — Newark to Delaware City Branch;

THENCE, thereby, the following 3 courses and distances:

1. | South 82 degrees 44 minutes 10 seconds West, 1733.00 feet to a point;

2. | By a curve to the right having a radius of 22,920.00 feet, an arc distance of 728.94 feet (chord bearing South 83 degrees 38 minutes 50 seconds West, 728.91 feet) to a point, and;

3. | By a curve to the right having a radius of 22890.00 feet, an arc distance of 1611.50 feet (chord bearing South 86 degrees 33 minutes 29 seconds West, 1611.17 feet) to the point and place of Beginning.

[Parcel 4B Description Begins on Following Page]

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Description Parcel 4B

(A) ALL that certain piece, parcel, or tract of land, located on the westerly side of Delaware, Route 9, Red Lion Hundred, New Castle County, Delaware, as shown on the Boundary Survey prepared by Dixie Line Surveys Inc., dated May 20, 1998 and more particularly described as follows:

BEGINNING at a point on the northwesterly side on River Road (Delaware Route No. 9) (at 70 feet wide) said point being the southeasterly end of a corner cut-off joining the northwesterly side of the River Road with the southwesterly side of Governor Lea Road (Road No. 405) at 30 feet wide);

THENCE from the said point of Beginning and along the said northwesterly and southwesterly sides of said River Road, the six following described courses and distances:

1. | South 01 degrees 50 minutes 37 seconds West, 292.76 feet to a point;

2. | North 88 degrees 09 minutes 23 seconds West, 5.00 feet to a point;

3. | South 01 degrees 50 minutes 37 seconds West, 20.00 feet to a point;

4. | South 88 degrees 09 minutes 23 seconds East, 5.00 feet to a point;

5. | South 01 degrees 19 minutes 59 seconds West, 296.97 feet to a point; and

6. | South 03 degrees 19 minutes 23 seconds East, 6.72 feet, more or less to a point, a corner for lands now or formerly of Delmarva Power and Light Company;

THENCE, along lines of said lands now or formerly of Delmarva Power and Light Company, the fourteen following described courses and distances:

1. | South 90 degrees 00 minutes 00 seconds West (Due West) 1622.66 feet to a point;

2. | South 00 degrees 00 minutes 00 seconds East, (Due South) 106.48 feet to a point;

3. | South 30 degrees 15 minutes 23 seconds East, 138.92 feet to a point;

4. | South 00 degrees 00 minutes 00 seconds East, (Due South) 148.52 feet to a point;

5. | North 90 degrees 00 minutes 00 seconds East, (Due East) 80.00 feet to a point;

6. | South 00 degrees 00 minutes 00 seconds East, (Due South) 235.00 feet to a point;

7. | North 90 degrees 00 minutes 00 seconds East, (Due East) 225.00 feet to a point;

8. | North 00 degrees 00 minutes 00 seconds East, (Due North) 183.00 feet to a point;

9. | North 90 degrees 00 minutes 00 seconds East, (Due East) 205.00 feet to a point;

10. | South 00 degrees 00 minutes 00 seconds East, (Due South) 378.00 feet to a point;

11. | South 90 degrees 00 minutes 00 seconds West, (Due West) 20.00 feet to a point;

12. | South 00 degrees 00 minutes 00 seconds East, (Due South) 48.00 feet to a point;

13. | North 90 degrees 00 minutes 00 seconds East, (Due East) 187.00 feet to a point;

14. | South 00 degrees 00 minutes 00 seconds East, (Due South) 233.32 feet to a point on the southwesterly side of 60 foot wide right-of-way for Conrail-Newark to Delaware City Branch;

THENCE, thereby, South 82 degrees 44 minutes 10 seconds West, 1247.29 feet to a point, a corner for Parcel No. 4A;

THENCE along the easterly line of said Parcel No. 4A, South 00 degrees 00 minutes 00 seconds East, 2349.78 feet to a point on the southerly side of said Governor Lea Road (at 30 feet wide);

THENCE along the said southerly side of Governor Lea Road, South 86 degrees 34 minutes 10 seconds East, 491.16 feet to a corner for lands N/F Standard Chlorine of Delaware, Inc.;

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THENCE leaving said Governor Lea Road and along lines of said lands now or formerly of Standard Chlorine, the three following described courses and distances:

1. | South 00 degrees 00 minutes 00 seconds East, (Due South) 945.40 feet to a point;

2. | North 90 degrees 00 minutes 00 seconds East, (Due East) 1127.70 feet to a point; and

3. | North 00 degrees 00 minutes 00 seconds East, (Due North) 877.80 feet to a point on the said southerly side of Governor Lea Road;

THENCE, thereby, South 86 degrees 34 minutes 09 seconds East 464.19 feet to a point on the northwesterly end of the said corner cut-off joining the said southwesterly side of Governor Lea Road with the northwesterly side of River Road (Delaware Route 9);

THENCE by said corner cut-off, South 42 degrees 12 minutes 53 seconds East, 71.86 feet to the point and place of Beginning.

(B) ALL that certain tract, piece or parcel of land situated on the westerly side of River Road (Delaware No. 9) and the southerly side of Governor Lea Road (Road No. 405), Red Lion Hundred, New Castle County, Delaware, and shown on Sheet 3 of 5 on a survey prepared by Van Demark & Lynch, Inc., Engineers, Planners and Surveyors, Wilmington, Delaware, Plan No. 33015-F and entitled “Record Minor Land Development Plan, Star Enterprise Repowering Project,” recorded in the Office of the Recorder of Deeds, in and for New Castle County, State of Delaware, in Microfilm No. 13506, and more particularly described as follows, to wit:

BEGINNING at a point on the line of lands now or formerly of Star Enterprise, said point being distant the two following described courses and distances measured from the northwesterly end of a corner-cut joining the westerly right-of-way line of River Road (Delaware Route 9 at 70 feet wide) with the southerly right-of-way line of Governor Lea Road (Road No. 405 at 45 feet wide):

1. | Along the said southerly right-of-way line of Governor Lea Road, North 86 degrees 34 minutes 35 seconds West 471.13 feet to a corner for lands now or formerly of Standard Chlorine of Delaware, Inc. and

2. | Leaving the said side of Governor Lea Road and along the common line for said lands now or formerly of Star Enterprise and the said lands now or formerly of Standard Chlorine of Delaware, Inc., South 00 degrees 00 minutes 25 seconds East, 476.49 feet to the said point of Beginning.

THENCE, from said point of Beginning and continuing along the said common lines the two following described courses and distances:

1. | South 00 degrees 00 minutes 25 second East, 386.28 feet to a point; and

2. | South 89 degrees 59 minutes 35 seconds West, 225.53 feet to a point.

THENCE, through the said lands of Standard Chlorine of Delaware, Inc. the two following described courses and distances:

1. | North 00 degrees 00 minutes 25 seconds West, 386.28 feet to a point; and

2. | North 89 degrees 59 minutes 35 seconds East, 225.53 feet to the point and place of Beginning.

(C) ALL that certain tract, piece or parcel of land situated on the westerly side of River Road (Delaware Route No. 9) and the southerly side of Governor Lea Road (Road No. 405), Red Lion Hundred, New Castle County, Delaware, and shown on Sheet 3 of 5 as

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“Proposed Parcel 4B” on a survey prepared by Van Demark & Lynch, Inc., Engineers, Planners and Surveyors, Wilmington, Delaware, Plan No. 33015-F and entitled “Record Minor Land Development Plan,” Star Enterprise Repowering Project,” recorded in the Office of the Recorder of Deeds, in and for New Castle County, State of Delaware, in Microfilm No. 13506, and more particularly described as follows, to wit:

BEGINNING at a point on the line of lands now or formerly of Star Enterprise, said point being distant the three following described courses and distances measured from the northwesterly end of a corner-cut joining the westerly right-of-way line of River Road (Delaware Route No. 9 at 70 feet wide) with the southerly right-of-way line of Governor Lea Road (Road No. 405 at 45 feet wide):

1. | Along the said southerly right-of-way line of Governor Lea Road, North 86 degrees 34 minutes 35 seconds West, 471.13 feet to a corner for lands now or formerly of Standard Chlorine of Delaware, Inc.;

2. | Leaving the said side of Governor Lea Road and along the common line for said lands now or formerly of Star Enterprise and the said lands now or formerly of Standard Chlorine of Delaware, Inc., South 00 degrees 00 minutes 25 seconds East, 862.77 feet; and

3. | Continuing along the said lands now or formerly of Star Enterprise, South 89 degrees 59 minutes 35 seconds West, 225.53 feet to the point of Beginning.

THENCE, from said point of Beginning and continuing along the lines of said lands now or formerly of Star Enterprise the two following described courses and distances:

1. | South 89 degrees 59 minutes 35 seconds West, 902.17 feet to a point; and

2. | North 00 degrees 00 minutes 25 seconds West, 386.28 feet to a point.

THENCE, through the said lands of Standard Chlorine of Delaware, Inc. the two following described courses and distances:

1. | North 89 degrees 59 minutes 35 seconds East, 902.17 feet to a point; and

2. | South 00 degrees 00 minutes 25 seconds East, 386.28 feet to the point and place of Beginning.

As to all of the foregoing parcels:

EXCEPTING THEREOUT AND THEREFROM ALL that certain tract, piece or parcel of land described in a Deed between Star Enterprise, a New York general partnership, and Standard Chlorine of Delaware, Inc., a Delaware corporation, dated October 26, 1998 and recorded in the Office of the Recorder of Deeds in and for New Castle County, State of Delaware, in Deed Book 2530, Page 164.

[Parcel 4C Description Begins on Following Page]

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Description Parcel 4C

(A) ALL that certain tract, piece or parcel of land situate on River Road, Delaware Route 9, Red Lion Hundred, New Castle County, Delaware, and shown as Parcel 4-C on a Record Minor Subdivision Plan prepared by Van Demark & Lynch, Inc., Engineers, Planners and Surveyors, Wilmington, Delaware, dated March 9, 1990, revised through April 11, 1991, Drawing No. 26721-F, Revision No. 1, recorded July 26, 1991 in the Office of the Recorder of Deeds in and for New Castle County on Microfilm No. 10956 and described to wit:

BEGINNING at the point of intersection of southwesterly side of River Road, Delaware Route 9 (at 70 feet wide) along the northwesterly side of a 60 foot wide right of way for Conrail (Newark to Delaware City Branch);

THENCE from the said point of Beginning, leaving the said southwesterly side of River Road, Delaware Route 9, and along the said northwesterly side of the 60 foot wide right of way for Conrail, the two following described courses and distances:

1. | South 83 degrees 32 minutes 44 seconds West, 648.41 feet from the last described point, and

2. | South 82 degrees 44 minutes 10 seconds West, 290.39 feet to a point, a corner for lands now or formerly of Star Enterprise, (Deed Record 814-314);

THENCE leaving the said northwesterly side of the 60 foot wide right of way for Conrail and along lines of said lands now or formerly of Star Enterprise (Deed Record 814-314), the fourteen following described courses and distances:

1. | Due North (North 00 degrees 00 minutes 00 seconds East) 223.04 feet to a point;

2. | Due West (North 90 degrees 00 minutes 00 seconds West) 187.00 feet to a point;

3. | Due North (North 00 degrees 00 minutes 00 seconds East) 48.00 feet to a point;

4. | Due East (South 90 degrees 00 minutes 00 seconds East) 20.00 feet to a point;

5. | Due North (North 00 degrees 00 minutes 00 seconds East) 378.00 feet to a point;

6. | Due West (North 90 degrees 00 minutes 00 seconds West) 205.00 feet to a point;

7. | Due South (South 00 degrees 00 minutes 00 seconds West 183.00 feet to a point;

8. | Due West (North 90 degrees 00 minutes 00 seconds West) 225.00 feet to a point;

9. | Due North (North 00 degrees 00 minutes 00 seconds East) 235.00 feet to a point;

10. | Due West (North 90 degrees 00 minutes 00 seconds West) 80.00 feet to a point;

11. | Due North (North 00 degrees 00 minutes 00 seconds East) 148.52 feet to a point;

12. | North 30 degrees 15 minutes 23 seconds West, 138.92 feet to a point;

13. | Due North (North 00 degrees 00 minutes 00 seconds East) 106.48 feet to a point; and

14. | Due East (South 00 degrees 00 minutes 00 seconds East) 1,317.36 feet to a point, a corner for lands to be retained Delmarva Power & Light Company, known as Parcel 1;

THENCE, partially along the southwesterly line of said Parcel 1, South 02 degrees 48 minutes 30 seconds East, 450.77 feet to a point;

THENCE leaving the said southwesterly line of land to be retained by Delmarva Power & Light Company, known as parcel 1 and by tie line through the herein described parcel 4-C, North 89 degrees 57 minutes 18 seconds West, 98.54 feet to a point, a corner for lands to be retained by Delmarva Power & Light Company, known as Parcel 2;

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THENCE by lines of said lands to be retained by Delmarva Power & Light Company, known as Parcel 2, the eight following described courses and distances:

1. | North 16 degrees 40 minutes 23 seconds East, 47.78 feet to a point;

2. | North 00 degrees 11 minutes 55 seconds East, 106.82 feet to a point:

3. | North 89 degrees 42 minutes 50 seconds West, 196.25 feet to a point;

4. | South 03 degrees 29 minutes 19 seconds East, 147.15 feet to a point;

5. | South 38 degrees 12 minutes 28 seconds East, 31.26 feet to a point;

6. | North 88 degrees 46 minutes 39 seconds East, 78.75 feet to a point;

7. | North 00 degrees 29 minutes 38 seconds East, 16.13 feet to a point;

8. | North 89 degrees 57 minutes 18 seconds East, 75.01 feet to a point;

THENCE by aforesaid tie line, South 89 degrees 57 minutes 18 seconds West, 98.54 feet to a point on the said southwesterly side of Parcel 1;

THENCE partially along the southwesterly side of said Parcel 1, South 02 degrees 48 minutes 30 seconds East, 289.86 feet to a point;

THENCE by a tie line through the herein described parcel 4-C North 89 degrees 40 minutes 45 seconds West, 277.67 feet to a point, a corner for other lands to be retained by Delmarva Power & Light Company, known as Parcel 3;

THENCE by said lines of lands to be retained by Delmarva Power and Light Company known as Parcel 3, the twenty seven following described courses and distances:

1. | North 00 degrees 11 minutes 00 seconds East, 114.60 feet to a point;

2. | North 89 degrees 25 minutes 50 seconds East, 13.14 feet to a point;

3. | North 00 degrees 34 minutes 10 seconds West, 78, 28 feet to a point;

4. | North 89 degrees 25 minutes 50 seconds East, 23.82 feet to a point;

5. | North 00 degrees 11 minutes 00 seconds East, 25.00 feet to a point;

6. | North 40 degrees 28 minutes 50 seconds West, 10.15 feet to a point;

7. | North 89 degrees 58 minutes 50 seconds West, 18.06 feet to a point;

8. | North 00 degrees 01 minutes 10 seconds East, 15.68 feet to a point;

9. | North 89 degrees 58 minutes 50 seconds West, 43.29 feet to a point;

10. | North 00 degrees 01 minutes 10 seconds East, 37.15 feet to a point;

11. | North 89 degrees 58 minutes 50 seconds West, 66.29 feet to a point;

12. | North 00 degrees 01 minutes 10 seconds East, 13.39 feet to a point;

13. | North 89 degrees 58 minutes 50 seconds West, 7.37 feet to a point;

14. | North 00 degrees 01 minutes 10 seconds East, 56.29 feet to a point;

15. | North 89 degrees 58 minutes 50 seconds West, 69.78 feet to a point;

16. | South 00 degrees 01 minutes 10 seconds West, 26.54 feet to a point;

17. | South 89 degrees 58 minutes 50 seconds East, 48.16 feet to a point;

18. | South 00 degrees 01 minutes 10 seconds West, 129.00 feet to a point;

19. | South 89 degrees 58 minutes 50 seconds East, 6.00 feet to a point;

20. | South 00 degrees 01 minutes 10 seconds West, 2.00 feet to a point;

21. | South 89 degrees 58 minutes 50 seconds East, 21.00 feet to a point;

22. | South 00 degrees 01 minutes 10 seconds West, 25.00 feet to a point;

23. | South 89 degrees 58 minutes 50 seconds East, 11.00 feet to a point;

24. | South 00 degrees 01 minutes 10 seconds West, 41.00 feet to a point;

25. | South 89 degrees 58 minutes 50 seconds East, 13.00 feet to a point;

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26. | South 00 degrees 26 minutes 26 seconds East, 124.55 feet to a point; and

27. | South 89 degrees 40 minutes 30 seconds East, 74.67 feet to a point;

THENCE by aforesaid tie line through the herein described, parcel for 4-C, South 89 degrees 40 minutes 45 seconds West, 277, 67 feet to a point on the said southwesterly line of lands to be retained by Delmarva Power & Light Company, known as Parcel 1;

THENCE by said lines of Parcel 1, the four following described courses and distances:

1. | South 02 degrees 48 minutes 30 seconds East, 62.47 feet to a point;

2. | Due East (North 90 degrees 00 minutes 00 seconds East) 254.40 feet to a point;

3. | Due South (South 90 degrees 00 minutes 00 seconds West) 8.40 feet to a point; and

4. | Due East (South 90 degrees 00 minutes 00 seconds East) 58.61 feet to a point on the said southeasterly side of River Road — Delaware Route 9;

THENCE thereby, South 03 degrees 19 minutes 23 seconds East, 166.17 feet to the point and place of Beginning.

EXCEPTING THEREOUT AND THEREFROM ALL that certain tract, piece or parcel of land with the improvements thereon situate westerly of River Road (Delaware Route No. 9) and northerly of Conrail (Newark — Delaware City Branch), Red Lion Hundred, New Castle County, Delaware, shown as Parcel 1 on Record Minor Land Development and Subdivision Plan, Star Enterprise Repowering Project, prepared by Van Demark & Lynch, Inc., dated July 25, 1997, and recorded August 18, 1997 in the Office of the Recorder of Deeds in and for New Castle County, Delaware, at Microfilm No. 13276, more particularly described as follows, to wit:

BEGINNING at a point in the westerly line of lands now or formerly of Delmarva Power and Light Company, said point being distant the two following described courses and distances measured from the point of intersection of the southwesterly right-of-way line of River Road (Delaware Route No. 9 at 70 feet wide) and the northwesterly right-of-way line of Conrail (Newark — Delaware City Branch at 60 feet wide): (1) Along the said southwesterly right-of-way line of River Road, North 03.degrees 19 minutes 23 seconds West, 683.08 feet to a point; and (2) through said lands now or formerly of Delmarva Power and Light Company (along the southerly line of a parcel to be conveyed to Motiva Enterprises LLC), South 89 degrees 02 minutes 38 seconds West, 307.74 feet to the said point of Beginning. Thence, from the said point of Beginning, and along the said westerly line of lands now or formerly of Delmarva Power and Light Company, South 02 degrees 48 minutes 30 seconds East, 440.64 feet to a point; Thence, through lands of Motiva Enterprises LLC, North 89 degrees 40 minutes 30 seconds West, 277.67 feet to a point, a corner for other lands now or formerly of Delmarva Power and Light Company; Thence, along the easterly lines of said other lands now or formerly of Delmarva Power and Light Company, the ten following described courses and distances: (1) North 00 degrees II minutes 00 seconds East, 114.60 feet to a point; (2) North 89 degrees 25 minutes 50 seconds East, 13.14 feet to a point; (3) North 00 degrees 34 minutes 10 seconds West, 78.28 feet to a point; (4) North 89 degrees 25 minutes 50 seconds East, 23.82 feet to a point; (5) North 00 degrees 11 minutes 10 seconds East, 25.00 feet to a point; (6) North 40 degrees 28 minutes 50 seconds West, 10.15 feet to a point; (7) North 89 degrees 58 minutes 50 seconds West, 18.06 feet to a point; (8) North 00 degrees 01 minutes 10 seconds East, 15,68 feet to a point; (9) North 89 degrees 58 minutes 50 seconds West, 43.29 feet to a point; and (10) North 00 degrees 01 minutes 10 seconds East, 0.78 feet to a point; Thence, through lands of Motiva Enterprises LLC, and along the southeasterly side of a 30 foot wide access easement, North 55 degrees 35 minutes 37

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seconds East, 50.44 feet to a point in the southwesterly line of other lands now or formerly of Delmarva Power and Light Company; Thence, along the southerly lines of said other lands now or formerly of Delmarva Power and Light Company, the six following described courses and distances: (1) South 38 degrees 12 minutes 28 seconds East, 1.19 feet to a point; (2) North 88 degrees 46 minutes 39 seconds East, 78.75 feet to a point; (3) North 00 degrees 29 minutes 38 seconds East, 16.13 feet to a point; (4) North 89 degrees 57 minutes 18 seconds East, 75.01 feet to a point; (5) North 16 degrees 40 minutes 23 seconds East, 47.78 feet to a point; and (6) North 00 degrees 11 minutes 55 seconds East, 106.82 feet to a point; Thence, through lands of Motiva Enterprises LLC, South 88 degrees 34 minutes 56 seconds East, 77.10 feet to the said point and place of Beginning.

(B) ALL that certain tract, piece or parcel of land with the improvements thereon situate on the westerly side of River Road (Del. Route No. 9), Red Lion Hundred, New Castle County, Delaware, shown as Parcel 4-C on Record Minor Land Development and Subdivision Plan, Star Enterprise Repowering Project, prepared by Van Demark & Lynch, Inc., dated July 25, 1997, and recorded August 18, 1997 in the Office of the Recorder of Deeds in and for New Castle County, Delaware, at Microfilm No. 13276, and more particularly described as follows, to wit:

BEGINNING at a point on the westerly right of way line of River Read (Delaware Route No. 9 at 70 feet wide), said point being distant North 03 degrees 19 minutes 23 seconds West, 683.08 feet measured along the said westerly line of River Road from the point of intersection thereof with the northerly right of way line of Conrail (Newark to Delaware City Branch at 60 feet wide); thence from the said point of Beginning and by a new line through lands of Delmarva Power and Light Company, South 89 degrees 02 minutes 38 seconds West, 307.74 feet to a point on the easterly line of lands now or formerly of Motiva Enterprises LLC; Thence along the lines of said lands now or formerly of Motiva Enterprises LLC the two following described courses and distances: (1) through lands of Motiva Enterprises LLC (Tax Parcel No. 12-008.00-001), North 02 degrees 48 minutes 30 seconds West, 300.00 feet to a point in the southerly line of Tax Parcel No. 12-008.00-012 adjoining to the north; and (2) thereby North 89 degrees 59 minutes 35 seconds East, 305.30 feet to a point on the said westerly right of way line of River Road; Thence, along the said westerly line of said River Road, South 03 degrees 19 minutes 23 seconds East, 295.00 feet to the point and place of Beginning.

[Parcel 4D Description Begins on Following Page]

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Description Parcel 4D

ALL that certain piece, parcel or tract of land located on the easterly side of U.S. Route 13, Red Lion Hundred, New Castle County, Delaware, as shown on the Boundary Survey prepared by Dixie Line Surveys Inc., dated May 20, 1998 and more particularly described as follows:

BEGINNING for the same at a point on the westerly side of Delaware Route 1, said point being formed by the intersection of the westerly side of Delaware Route 1 (300 feet wide) with the easterly side of U.S. Route 13 (150 feet wide);

THENCE from said point of beginning, and with the easterly side of U.S. Route 13, the following two courses and distances:

1. | By a curve to the right having a radius of 2277.32 feet, an arc distance of 1652.22 feet (chord bearing North 09 degrees 41 minutes 58 seconds East, 1616.22 feet) to a point; and

2. | North 30 degrees 29 minutes 02 seconds East, 537.49 feet to a point on the southerly side of the Delaware Route 1 right-of-way;

THENCE, thereby, South 74 degrees 16 minutes 14 seconds East, 248.51 feet to a point on the westerly right-of-way of Delaware Route 1;

THENCE thereby, South 21 degrees 31 minutes 03 seconds West, 2137.94 feet to the point and place of Beginning.

[Parcel 5 Description Begins on Following Page]

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Description Parcel 5

Description of Parcel No. 5, being a portion of lands of Texaco Refining and Marketing, Inc., and River Road (Delaware Route No. 9) at River Road and Tybouts Corner Road (Road No. 381), Red Lion Hundred and New Castle Hundred, New Castle County, Delaware.

ALL that certain tract, piece or parcel of land situate on River Road (Delaware Route 9) at River Road and Tybouts Corner Road (Road No. 381), New Castle Hundred, Delaware City, Red Lion Hundred and New Castle Hundred, New Castle County, Delaware, and shown as Parcel No. 5 on a plot prepared by VanDemark & Lynch, Inc., Engineers, Planners and Surveyors, Wilmington, Delaware, entitled “Property Plan of Texaco Refining and Marketing Inc,” Delaware Refinery, dated February 15, 1972 and revised through February 28, 1987, Drawing No. 14046-A, sheet 2 of 2, Revision 13, and described to wit:

BEGINNING at a point on the northeasterly side of River Road (at 70 feet wide) said point being a corner for lands now or formerly of Delaware Power & Light Company;

THENCE from the said point of Beginning and along the sides of said River Road (Delaware Route 9) the seventeen following described courses and distances:

1. | Northwesterly by a curve to the right having a radius of 22,883.32 feet, an arc distance of 148.60 feet to a point of tangency for said curve.

2. | North 07 degrees 52 minutes 23 seconds West, 570.18 feet to a point of curvature;

3. | Northwesterly by a curve to the right having a radius of 1,006.74 feet, an arc distance of 208.40 feet to a point;

4. | South 86 degrees 00 minutes 44 seconds East, 10.00 feet to a point;

5. | Northeasterly by a curve to the right having a radius of 996.74 feet, an arc distance of 243.99 feet to a point;

6. | South 71 degrees 55 minutes 14 seconds East, 25.00 feet to a point;

7. | Northeasterly by a curve to the right having a radius of 971.74 feet, an arc distance of 27.98 feet to a point;

8. | North 70 degrees 25 minutes 14 seconds West, 25.00 feet to a point;

9. | Northeasterly by a curve to the right having a radius of 996.74 feet, an are distance of 110.05 feet to a point;

10. | North 64 degrees 00 minutes 44 seconds West, 10.00 feet to a point;

11. | Northeasterly by a curve to the right having a radius of 1006.74 feet, an arc distance of 207.73 feet to a point of tangency for said curve;

12. | North 37 degrees 48 minutes 37 seconds East, 167.21 feet to a point;

13. | South 52 degrees 11 minutes 50 seconds East, 10.00 feet to a point;

14. | Northeasterly by a curve to the left having a radius of 5,774.58 feet, an arc distance of 142.78 feet to a point of tangency for said curve;

15. | North 36 degrees 21 minutes 37 seconds East, 297.11 feet to a point;

16. | Northeasterly by a curve to the right having a radius of 5,684.58 feet, an arc distance of 140.55 feet to a point of tangency for said curve;

17. | North 37 degrees 40 minutes 37 East, 3.93 feet to a point, a corner for lands now or formerly of Ethel M. Tali;

THENCE leaving said River Road (Delaware Route No. 9) and along lines of said lands now or formerly of Ethel M. Tali, the nine following described courses and distances:

1. | South 48 degrees 24 minutes 40 seconds East, 1477.22 feet to a point;

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2. | North 31 degrees 37 minutes 40 seconds East, 246.08 feet to a point;

3. | North 38 degrees 08 minutes 00 seconds West, 302.80 feet to a point;

4. | North 26 degrees 10 minutes 50 seconds West, 195.50 feet to a point;

5. | North 05 degrees 18 minutes 50 seconds West, 111.80 feet to a point;

6. | North 44 degrees 43 minutes 10 seconds East, 148.80 feet to a point;

7. | North 10 degrees 13 minutes 50 seconds West, 87.20 feet to a point;

8. | North 52 degrees 25 minutes 50 seconds West, 309.90 feet to a point;

9. | North 43 degrees 12 minutes 50 seconds West, 554.31 feet to a point on the said northeasterly side of River Road (Delaware Route No. 9);

THENCE THEREBY the four following described courses and distances:

1. | North 37 degrees 26 minutes 37 seconds East, 12.51 feet to a point;

2. | North 37 degrees 52 minutes 27 seconds East, 944.52 feet to a point;

3. | North 38 degrees 09 minutes 37 seconds East, 519.02 feet to a point;

4. | North 39 degrees 34 minutes 37 seconds East, 111.11 feet to a point, a corner for lands now or formerly of Bernard Kux;

THENCE along the southwesterly line of said lands now or formerly of Bernard Kux, South 73 degrees 19 minutes 00 seconds East, 3,296.58 feet to a point on the low water line for the Delaware River as established by a survey of August 14, 1966;

THENCE southwesterly and southeasterly along the various meanderings of the said low water line for the Delaware River 1,775.00 feet, more or less to a point a corner for said lands now or formerly of Delmarva Power & Light Company, said point being distant by a tie line of South 08 degrees 44 minutes 14 seconds West, 1,415.43 feet, more or less from the last described point;

THENCE along the northwesterly line of said lands now or formerly of Delmarva Power & Light Company, the two following described courses and distances:

1. | South 63 degrees 43 minutes 20 seconds West, 3,290.00 feet, more or less to a point; and

2. | South 81 degrees 47 minutes 12 seconds West, 2,183.26 feet to a point on the said northeasterly side of River Road (Delaware Route No. 9) and the point and place of Beginning.

And more recently bounded and described in accordance with a Boundary Survey prepared by Dixie Line Surveys Inc., dated May 14, 1998 and being more particularly bounded and described as follows, to wit:

BEGINNING at a point on the northeasterly side of River Road (at 70 feet wide) said point being a corner for lands now or formerly of Delaware Power & Light Company;

THENCE from the said point of Beginning and along the sides of said River Road (Delaware Route 9) the seventeen following described courses and distances:

1. | Northwesterly by a curve to the right having a radius of 22,883.32 feet, an are distance of 148.60 feet (chord bearing North 8 degrees 03 minutes 00 seconds West) to a point of tangency for said curve.

2. | North 07 degrees 51 minutes 50 seconds West, 570.18 feet to a point of curvature;

3. | Northwesterly by a curve to the right having a radius of 1,006.74 feet, an arc distance of 208.03 feet (chord bearing North 01 degrees 56 minutes 01 seconds West) to a point;

4. | South 86 degrees 00 minutes 11 seconds East, 10.00 feet to a point;

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5. | Northeasterly by a curve to the right having a radius of 996.74 feet, an arc distance of 243.99 feet (chord bearing North 11 degrees 00 minutes 33 seconds East) to a point;

6. | South 71 degrees 58 minutes 41 seconds East, 25.00 feet to a point;

7. | Northeasterly by a curve to the right having a radius of 971.74 feet, an arc distance of 27.98 feet (chord bearing North 18 degrees 50 minutes 48 seconds East) to a point;

8. | North 70 degrees 19 minutes 41 seconds West, 25.00 feet to a point;

9. | Northeasterly by a curve to the right having a radius of 996.74 feet, an arc distance of 110.05 feet (chord bearing North 22 degrees 50 minutes 05 seconds East) to a point;

10. | North 64 degrees 00 minutes 11 seconds West, 10.00 feet to a point;

11. | Northeasterly by a curve to the right having a radius of 1006.74 feet, an arc distance of 207.73 feet (chord bearing North 31 degrees 54 minutes 32 seconds East) to a point of tangency for said curve;

12. | North 37 degrees 49 minutes 10 seconds East, 167.23 feet to a point;

13. | South 52 degrees 10 minutes 50 seconds East, 10.00 feet to a point;

14. | Northeasterly by a curve to the left having a radius of 5,774.58 feet, an arc distance of 142.78 feet (chord bearing North 37 degrees 06 minutes 40 seconds East) to a point of tangency for said curve;

15. | North 36 degrees 24 minutes 10 seconds East, 297.33 feet to a point;

16. | Northeasterly by a curve to the right having a radius of 5,684.58 feet, an arc distance of 140.55 feet (chord bearing North 37 degrees 06 minutes 40 seconds East) to a point of tangency for said curve;

17. | North 37 degrees 49 minutes 10 seconds East, 3.93 feet to a point, a corner for lands now or formerly of Ethel M. Tali;

THENCE leaving said River Road (Delaware Route No. 9) and along lines of said lands now or formerly of Ethel M. Tali, the nine following described courses and distances:

1. | South 48 degrees 24 minutes 07 seconds East, 1477.22 feet to a point;

2. | North 31 degrees 38 minutes 13 seconds East, 246.08 feet to a point;

3. | North 38 degrees 07 minutes 27 seconds West, 302.80 feet to a point;

4. | North 26 degrees 10 minutes 17 seconds West, 195.50 feet to a point;

5. | North 05 degrees 18 minutes 17 seconds West, 111.80 feet to a point;

6. | North 44 degrees 43 minutes 43 seconds East, 148.80 feet to a point;

7. | North 10 degrees 13 minutes 17 seconds West, 87.20 feet to a point;

8. | North 52 degrees 25 minutes 17 seconds West, 309.90 feet to a point;

9. | North 43 degrees 12 minutes 17 seconds West, 554.14 feet to a point on the said northeasterly side of River Road (Delaware Route No. 9);

THENCE THEREBY the four following described courses and distances:

1. | North 37 degrees 29 minutes 10 seconds East, 32.51 feet to a point;

2. | North 37 degrees 54 minutes 10 seconds East, 944.57 feet to a point;

3. | North 38 degrees 06 minutes 10 seconds East, 792.02 feet to a point;

4. | North 39 degrees 47 minutes 07 seconds East, 220.08 feet to a point, a corner for lands now or formerly of Bernard Kux;

THENCE along the southwesterly line of said lands now or formerly of Bernard Kux, South 73 degrees 18 minutes 27 seconds East, 3,396.58 feet to a point on the low water line for the Delaware River as established by a survey of August 14, 1966;

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THENCE southwesterly and southeasterly along the various meanderings of the said low water line for the Delaware River 1,775.00 feet, more or less to a point a corner for said lands now or formerly of Delmarva Power & Light Company, said point being distant by a tie line of South 08 degrees 44 minutes 47 seconds West, 1,415.43 feet, more or less from the last described point;

THENCE along the northwesterly line of said lands now or formerly of Delmarva Power & Light Company, the two following described courses and distances:

1. | South 63 degrees 43 minutes 53 seconds West, 3,290.00 feet, more or less to a point; and

2. | South 81 degrees 47 minutes 50 seconds West, 2,183.26 feet to a point on the said northeasterly side of River Road (Delaware Route No. 9) and the point and place of Beginning.

[Parcel 6 Description Begins on Following Page]

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Description Parcel 6

ALL that certain piece, parcel, or tract of land located on the Delaware Rt. 7, Red Lion Hundred, New Castle County, Delaware, as shown on the Boundary Survey prepared by Dixie Line Surveys Inc., dated May 11, 1998 and more particularly described as follows:

BEGINNING for the same at a point, said point being the point intersection of the westerly side of a 60 foot wide Right of Way for Conrail — Newark to Delaware City Branch, thence from said point of beginning and with the northerly Right of Way of Conrail the following 2 courses and distances:

1. | By a curve to the right having a radius of 22890.00 feet, an arc distance of 544.11 feet (chord bearing North 89 degrees 13 minutes 15 seconds West, 544.10 feet) to a point; and

2. | By a curve to the right having a radius of 11430.00 feet, an arc distance of 1174.36 feet (chord bearing North 85 degrees 35 minutes 49 seconds West, 117.84 feet) to a corner for Lands N/F D.M. Peoples Investment, Corp.;

THENCE, thereby the following courses and distances:

1. | North 10 degrees 50 minutes 30 seconds West, 323.00 feet to a point;

2. | North 01 degrees 10 minutes 10 seconds East, 465.10 feet to a point;

3. | North 04 degrees 58 minutes 30 seconds East, 213.30 feet to a point;

4. | North 12 degrees 50 minutes 40 seconds East, 373.30 feet to a point in the center of Doll Run;

THENCE, northeasterly by the various courses of the center line of Doll Run, said point being distant by a tie line North 58 degrees 57 minutes 00 seconds East, 517.42 feet;

THENCE, still with the center line of Doll Run, 1820 feet more or less to a point on the southwesterly side of Delaware Rt. 7 said point being distant by a tie line North 36 degrees 40 minutes 40 seconds East, 1550.35 feet;

THENCE with said side of Delaware Rt. 7, South 11 degrees 52 minutes 00 seconds East, 794.86 feet to a point, a corner for Lands N/F Robert G. Clifton, Ill; thence thereby, the following 4 courses and distances:

1. | By a curve to the left having a radius of 20.00 feet, an arc distance of 31.12 feet (chord bearing North 58 degrees 00 minutes 01 seconds West, 28.07 feet) to a point;

2. | By a curve to the left having a radius of 151.19 feet, an arc distance of 96.53 feet (chord bearing South 59 degrees 52 minutes 57 seconds West, 94.90 feet) to a point;

3. | South 41 degrees 35 minutes 30 seconds West, 320.80 feet to a point; and

4. | By a curve to the left having a radius of 79.53 feet, an arc distance of 74.12 feet (chord bearing South 14 degrees 53 minutes 33 seconds West, 71.47 feet) to a point, a corner for Lands N/F Richard L. Ward;

THENCE, thereby, and also with Land N/F Kenneth A. Jones and Earl E. Jones the following 2 courses and distances:

1. | South 11 degrees 48 minutes 24 seconds East, 440.30 feet to a Monument; and

2. | North 78 degrees 04 minutes 34 seconds East, 353.17 feet to a DelDOT R/W Monument on the westerly side of Delaware Rt. 7;

THENCE, with same the following 3 courses and distances:

1. | South 12 degrees 01 minutes 35 seconds East, 958.15 feet to a point;

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2. | South 25 degrees 43 minutes 36 seconds West, 202.41 feet to a DelDOT R/W Monument; and

3. | South 12 degrees 02 minutes 19 seconds West, 377.70 feet to the point and place of Beginning.

[Parcel 7A Description Begins on Following Page]

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Description Parcel 7A

ALL that certain piece, parcel or tract of land located on the northerly side of Delaware Rt. 72, Red Lion Hundred, New Castle County, Delaware, as shown on the Boundary Survey prepared by Dixie Line Surveys Inc., dated May 11, 1998 and more particularly described as follows:

BEGINNING for the same at a point, said point being located at the intersection of the northerly side of Delaware Rt. 72 with the westerly side of Delaware Rt. 1; thence from said point of beginning and with said side of Delaware Rt. 72 the following 6 courses and distances:

1. | North 75 degrees 43 minutes 50 seconds West, 343.80 feet to a DelDOT R/W Monument;

2. | North 78 degrees 41 minutes 58 seconds West, 758.01 feet to a DelDOT R/W Monument;

3. | South 15 degrees 24 minutes 06 seconds West, 25.56 feet to a DelDOT R/W Monument;

4. | North 74 degrees 36 minutes 19 seconds West, 498.50 feet to a point;

5. | By a curve to the right having a radius of 11424.16 feet, an arc distance of 275.27 feet (chord bearing North 73 degrees 54 minutes 54 seconds West, 275.26 feet) to a point; and

6. | North 73 degrees 13 minutes 29 seconds West, 77.56 feet to a concrete Monument, a corner for Fieldstone Crossing Subdivision;

THENCE, leaving Delaware Rt. 72 and along the easterly side of Fieldstone Crossing Subdivision, North 30 degrees 09 minutes 11 seconds East, 1494.60 feet to a point, a corner for Land N/F D.M. Peoples Investment, Corp.

THENCE, thereby, the following 5 courses and distances:

1. | North 03 degrees 45 minutes 59 seconds West, 272.00 feet to a point;

2. | North 02 degrees 26 minutes 01 seconds East, 510.17 feet to a point;

3. | North 07 degrees 41 minutes 01 seconds East, 187.29 feet to a point;

4. | North 01 degrees 02 minutes 01 seconds East, 328.33 feet to a point; and

5. | North 14 degrees 35 minutes 44 seconds West, 323.16 feet to a point on the southerly side of a 60 foot R/W to Conrail; Newark to Delaware City Branch;

THENCE, thereby, the following 2 courses and distances:

1. | By a curve to the left having a radius of 11490.00 feet, an arc distance of 1157.24 feet (chord bearing South 85 degrees 39 minutes 18 seconds East, 1156.75 feet) to a point; and

2. | By a curve to the left having a radius of 22950.00 feet, an arc distance of 525.91 feet (chord bearing South 89 degrees 11 minutes 47 seconds East, 525.91 feet) to a point on the westerly side of Delaware Rt. 1;

THENCE, thereby, the following 9 courses and distances:

1. | By a curve to the left having a radius of 5894.58 feet, an arc distance of 342.48 feet (chord bearing South 11 degrees 43 minutes 21 seconds West, 342.43 feet) to a DelDOT R/W Monument;

2. | South 12 degrees 55 minutes 14 seconds West 273.80 feet to a DelDOT R/W Monument;

3. | South 01 degrees 30 minutes 45 seconds West, 242.98 to a DelDOT R/W Monument;

4. | South 02 degrees 54 minutes 47 seconds West, 441.24 feet to a DelDOT R/W Monument;

5. | South 03 degrees 06 minutes 53 seconds East, 221.52 feet to a DelDOT R/W Monument;

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6. | South 00 degrees 46 minutes 05 seconds West, 350.00 feet to a DelDOT R/W Monument;

7. | South 00 degrees 46 minutes 05 seconds West, 510.00 feet to a DelDOT R/W Monument;

8. | South 20 degrees 25 minutes 19 seconds West, 520.31 feet to a DelDOT R/W Monument; and

9. | South 19 degrees 44 minutes 16 seconds West, 414.62 feet to the point and place of Beginning.

EXCEPTING THEREOUT AND THEREFROM ALL that certain lot, piece or parcel of land, situate on Wrangle Hill Road, State Route 72, Red Lion Hundred, New Castle County, State of Delaware, designated as Lot 2 on a Record Major Land Development Plan for Colonial School District, dated March 24, 2006, prepared by Tetra Tech, appearing of record in the Office of the Recorder of Deeds, in and for New Castle County, Delaware, in Instrument No. 20060525-0050578, being further bounded and described and follows, to wit:

Beginning at a point in the rear lot line of Lot No. 39 of the subdivision of Fieldstone Crossing (Microfilm No. 14234), said point being a common corner for the lot herein being described and Lot No. 1, and further located the two (2) following described courses and distances from the easterly end of a 25.00 feet radius junction curve joining the northerly side of Wrangle Hill Road State Route 72 at varying widths with the easterly side of Fieldstone Crossing Drive at 50.00 feet wide:

1. | South 73 degrees 14 minutes 30 seconds East, 402.69 feet to an angle point where the right of way changes width, last course and distance being along the southerly side of Private Open Space (Deed Book 2510, Page 245) in the said subdivision of Fieldstone Crossing, said angle point being further located North 30 degrees 08 minutes 58 seconds East, 5.14 feet from a found concrete monument in the former northerly side of Wrangle Hill Road State Route 72 at 70 feet wide; and,

2. | Along the southeasterly side of said Private Open Space and along the rear lot lines of Lot No. 40 and Lot No. 39, in part, North 30 degrees 08 minutes 58 seconds East, 270.67 feet.

THENCE from the said point of beginning, along the said rear lot line of Lot No. 39, and along the rear lot lines of Lot No. 38, Lot No. 37, Lot No. 36, Lot No. 26, Lot No. 25, Lot No. 22, and Lot No. 21 of the said subdivision of Field Stone Crossing, and along other Private Open Space (Tax Parcel No. 12-012.00-225), North 30 degrees 08 minutes 58 seconds East, 1,216.97 feet to a point;

THENCE still along said other Private Open Space, North 07 degrees 29 minutes 26 seconds West, 8.43 feet to a point (found concrete monument), said point being a corner for lands of the Estates of Red Lion (Microfilm No. 14338) now or formerly of D M Peoples Investment Corp., (Deed Record T, Volume 121, page 241) (Tax Parcel No, 12-012.00-060);

THENCE by the same, North 01 degree 42 minutes 24 seconds West, 450.28 feet to appoint (proposed monument);

THENCE along Lot No. 3, the two (2) following described courses and distances:

1. | (By a new line,) South 58 degrees 12 minutes 12 seconds East, 1,534.66 feet to a point (proposed monument); and,

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2. | (By another new line,) South 30 degrees 08 minutes 58 seconds West 1,439.85 feet to a point (proposed monument) in the said northerly side of Wrangle Hill Road State Route 72;

THENCE by the same, the two (2) following described courses and distances:

1. | North 78 degrees 42 minutes 03 seconds West, 500.00 feet to an angle point (proposed monument); and,

2. | North 74 degrees 17 minutes 12 seconds West, 664.71 feet to a point, a corner for said Lot No. 1;

THENCE by the same, the two (2) following described courses and distances:

1. | North 30 degrees 08 minutes 58 seconds East, 250.00 feet to a point; and,

2. | North 74 degrees 17 minutes 12 seconds West, 180.00 feet to a point in the rear lot line of said Lot No. 39 of the subdivision of Fieldstone Crossing, the first mentioned point and place of Beginning. Be the contents thereof what they may.

Being the same lands and premises which The Premcor Refining Group Inc., a Delaware corporation, by Deed dated June 30, 2006 and recorded in the Office of the Recorder of Deeds in and for New Castle County, Delaware in Document No. 20060719-0068767, granted and conveyed unto The Colonial School District, a reorganized school district of the State of Delaware, in fee.

ALSO EXCEPTING THEREOUT AND THEREFROM ALL that certain tract piece or parcel of land, Lot 3, Wrangle Hill Elementary School situate Wrangle Hill Road at Delaware Route 1, Red Lion Hundred, New Castle County, Delaware and shown on a plan prepared by Van Demark & Lynch, Inc., Engineers, Planners and Surveyors, Wilmington, Delaware, entitled ‘Property Plan, Wrangle Hill Elementary School, Lot 3”, File No. 28496-L, dated October 12, 2006 and more particularly described as follows, to wit:

BEGINNING at a concrete monument found, the intersection of the northerly side of Wrangle Hill Road, Delaware Route 72 (a variable width public road) with the westerly side of Delaware Route 1 (a variable width public road) as shown on Delaware Department of Transportation Contract No. 83-110-02;

THENCE from said point of Beginning, along the said northerly side of Wrangle Hill Road the two (2) following described courses and distances:

1. | North 75 degrees 43 minutes 55 seconds West, 343.80 feet to a concrete monument found; and

2. | North 78 degrees 42 minutes 03 seconds West, 258.01 feet to a concrete monument found, the southeasterly corner for Lot 2, Wrangle Hill Elementary School (Microfilm 20060525-0050578);

THENCE along the southeasterly and northeasterly lines for the said Lot 2, Wrangle Hill Elementary School the two (2) following described courses and distances:

1. | North 30 degrees 08 minutes 58 seconds East, 1,439.85 feet to a concrete monument found; and

2. | North 58 degrees 12 minutes 12 seconds West, 1,534.66 feet to a concrete monument found, an angle point in the easterly line for parcel I, Peoples Park (Microfilm 20060526-0050754);

36

THENCE along the said easterly lines for Parcel I, Peoples Park the two (2) following described courses and distances:

1. | North 03 degrees 09 minutes 14 seconds East, 828.62 feet to a point; and

2. | North 13 degrees 13 minutes 25 seconds West, 330.23 feet to a point in the southerly side of the now or former CONRAIL Newark to Delaware City Branch Railroad (at 60 feet wide right of way);

THENCE along the said southerly side of the CONRAIL Newark to Delaware City Branch Railroad the two (2) following described courses and distances:

1. | Easterly, by a curve to the left having a radius of 11,490.00 feet, an are length of 1,154.61 feet to a point of compound curvature, said point being distant by a chord of South 85 degrees 41 minutes 29 seconds East, 1,154.12 feet from the last described point; and

2. | Easterly, by a curve to the left having a radius of 22,950.00 feet, an arc length of 526.98 feet to a point on the said westerly side of Delaware Route 1, said point being distant by a chord of South 89 degrees 13 minutes 40 seconds East, 526.96 feet from the last described point;

THENCE along the said westerly side of Delaware Route 1 the eight (8) following described courses and distances:

1. | Southerly, by a curve to the left having a radius of 5,894.58 feet, an arc length of 341.73 feet to a concrete monument found, said point being distant by a chord of South 11 degrees 43 minutes 03 seconds West, 341.70 feet from the last described point;

2. | South 12 degrees 55 minutes 10 seconds West, 273.80 feet to a concrete monument found;

3. | South 01 degrees 30 minutes 40 seconds West; 2442.98 feet to a concrete monument found;

4. | Southerly, by a curve to the left having radius of 5,894.58 feet, an arc length of 441.34 feet to a concrete monument found, said point being distant by a chord of South 02 degrees 54 minutes 42 seconds West, 441.24 feet from the last described point;

5. | South 03 degrees 06 minutes 58 seconds East, 221.52 feet to a concrete monument found;

6. | South 00 degrees 46 minutes 00 seconds West, 860.00 feet to a concrete monument found;

7. | South 20 degrees 25 minutes 14 seconds West, 520.31 feet to a concrete monument found;

8. | South 19 degrees 44 minutes 11 seconds West, 414.62 feet to the point and place of Beginning.

[Parcel 7B Description Begins on Following Page]

37

Description Parcel 7B

ALL that certain piece, parcel, or tract of land located on the westerly side of U.S. Rt. 13, Red Lion Hundred, New Castle County, Delaware, as shown on the Boundary Survey prepared by Dixie Line Surveys Inc., dated May 11, 1998 and more particularly described as follows:

BEGINNING for the same at a point, said point being located on the westerly side of U.S. Rt. 13 and being located South 13 degrees 12 minutes 56 seconds East, 54.47 feet from a DelDOT Monument located at the intersection of westerly side of U.S. Rt. 13 (150 feet wide) and the southerly side of a 60 foot wide right of way for Conrail — Newark to Delaware City Branch, thence from said point of Beginning and along the westerly side of U.S. Rt. 13 the following 5 courses and distances:

1. | South 13 degrees 16 minutes 21 seconds East, 648.15 feet to a point;

2. | South 11 degrees 30 minutes 09 seconds East, 2111.78 feet to a point;

3. | South 19 degrees 47 minutes 22 seconds West, 115.56 feet to a DelDOT R/W Monument;

4. | South 11 degrees 35 minutes 36 seconds East, 725.00 feet to a DelDOT R/W Monument; and

5. | South 44 degrees 02 minutes 13 seconds West, 54.62 feet to a DelDOT R/W Monument the northerly side of Rt. 72;

THENCE, thereby the following 2 courses and distances:

1. | North 78 degrees 10 minutes 05 seconds West, 298.97 feet to a DelDOT R/W Monument; and

2. | North 74 degrees 35 minutes 54 seconds West, 173.50 feet to a DelDOT R/W Monument on easterly side of Delaware Rt. 2;

THENCE, thereby, the following 6 courses and distances:

1. | North 17 degrees 35 minutes 58 seconds West, 1144.87 feet to a DelDOT R/W Monument;

2. | North 00 degrees 46 minutes 04 seconds East, 280.00 feet to a DelDOT R/W Monument;

3. | North 04 degrees 31 minutes 19 seconds West, 271.15 feet to a DelDOT R/W Monument;

4. | North 00 degrees 46 minutes 05 seconds East, 571.01 feet to a DelDOT R/W Monument;

5. | By a curve to the right having a radius of 5579.58 feet, an arc distance of 1245.51 feet (chord bearing North 07 degrees 09 minutes 47 seconds East, 1242.92 feet) to a DelDOT R/W Monument;

6. | North 76 degrees 47 minutes 07 seconds East, 23.13 feet to a DelDOT R/W Monument to the point and place of Beginning.

[Parcel 11 Description Begins on Following Page]

38

Description Parcel 11

Description of a portion of lands of Texaco Refining and Marketing, Inc., Delaware Refinery known as Parcel No. 11, St. George’s — Clarks Corner Road (Road No. 378), Red Lion Hundred, and the Town of St. George’s (Unincorporated), New Castle County, Delaware.

ALL that certain tract, piece or parcel of land situate on the St. George’s — Clarks Corner Road (Road No. 378), Red Lion Hundred and the Town of St. Georges, (unincorporated), New Castle County, and shown as Parcel No. 11 on a plat prepared by VanDemark & Lynch, Inc., Engineers, Planners and Surveyors, Wilmington, Delaware, entitled “Property Plan Texaco Refining and Marketing, Inc.,” dated February 13, 1973 and revised through February 20, 1987, Drawing No. 14046-R, 2 sheets, Revision 13, and described to wit:

BEGINNING at a point on the southwesterly side of Church Street at a corner for lands now or formerly of James M. Sutton, et ux, said point being distant North 49 degrees 29 minutes 12 seconds East, 246.87 feet measured along the said southeasterly side of Church Street from its intersection with the centerline of Broad Street;

THENCE from the said point of Beginning and along lines now or formerly of Mario W. Anthony, the four following described courses and distances:

1. | North 45 degrees 29 minutes 12 seconds East, 62.00 feet to a point;

2. | North 44 degrees 59 minutes 30 seconds East, 60.40 feet to a point;

3. | North 35 degrees 12 minutes 00 seconds West, 173.70 feet to a point; and

4. | North 55 degrees 09 minutes 10 seconds East, 81.85 feet to a point, a corner for lands now or formerly of Harvey E. Reynolds and J. Wesley Reynolds;

THENCE along lines of said lands now or formerly of Harvey E. Reynolds and J. Wesley Reynolds, the two following described courses and distances:

1. | North 20 degrees 02 minutes 50 seconds East, 267.54 feet to a point;

2. | South 40 degrees 42 minutes 20 seconds East, 659.00 feet to a point on the northwesterly side of the St. George’s — Clarks Corner Road (Road No. 378) said northwesterly side of the Road being distant northwesterly 22.5 feet therefrom measured at right angles thereto the centerline;

THENCE along the said northwesterly side of the St. George’s — Clarks Corner Road, South 43 degrees 26 minutes 00 seconds West, 384.39 feet to a point, a corner for lands now or formerly of St. George’s Methodist Episcopal Church;

THENCE leaving the said St. George’s — Clarks Corner Road (Road No. 378) and along lines of said lands now or formerly of St. George’s Methodist Episcopal Church, the two following described courses and distances:

1. | North 42 degrees 13 minutes 00 seconds West, 228.96 feet to a point; and

2. | South 61 degrees 51 minutes 40 seconds West, 58.33 feet to a point;

THENCE continuing along the said lands now or formerly of St. George’s Methodist Episcopal Church and said lands now or formerly of James W. Sutton, et ux, North 43 degrees 48 minutes 02 seconds West, 153.00 feet to a point on the said southwesterly side of Church Street and the point and place of Beginning.

[List of Documents Containing Appurtenant Rights Begins on Following Page]

39

TOGETHER WITH all rights, titles and interests of the party of the first part, arising from or accruing under the following after the date hereof, and subject to the terms and conditions thereof:

1. | Agreement Releasing Land from Certain Rights by Tidewater Oil Company, a corporation of the State of Delaware and Diamond Alkali Company, a corporation of the State of Delaware, dated May 28, 1965, and recorded June 1, 1965, in the Office of the Recorder of Deeds in and for New Castle County, State of Delaware (the “Recorder’s Office”) at Deed Record Book C, Volume 75, Page 425.

2. | Covenants, conditions, reservations, exceptions, rights of way and easements as set forth in the Deed between Tidewater Oil Company and Stauffer Chemical Company, dated December 6, 1960, and recorded December 9, 1960, in the Recorder’s Office at Deed Record D, Volume 67, Page 453.

3. | Reservations and exceptions as set forth in the Deed between Getty Refining and Marketing Company, a Delaware corporation, as Grantor, and Delmarva Power & Light Company, a Delaware corporation, as Grantee, dated March 23, 1978, and recorded May 31, 1978 in the Recorder’s Office at Deed Record Book K, Volume 101, Page 27; thereafter assigned by a Partial Assignment of easement rights by Texaco Refining and Marketing, Inc. to Texaco Pipeline Inc. dated August 31, 1988 and recorded in the Recorder’s Office at Deed Book 764, Page 314.

4. | Agreement Releasing Land from Certain Rights between Tidewater Oil Company, a corporation of the State of Delaware and Diamond Alkai Company, a corporation of the State of Delaware, dated March 23, 1965 and recorded April 21, 1965 in the Recorder’s Office at Deed Record Book X, Volume 74, Page 126.

5. | Exceptions, reservations, rights of way and easements as set forth in the Deed between Tidewater Oil Company, a corporation of the State of Delaware and Delmarva Power & Light Company, a corporation of the State of Delaware, conveying 338 acres of land, dated October 10, 1966 and recorded October 13, 1966, in the Recorder’s Office at Deed Record Book X, Volume 77, Page 502; thereafter assigned by a Partial Assignment of easement rights by Texaco Refining and Marketing, Inc. to Texaco Pipeline Inc., dated August 31, 1988 and recorded September 28, 1988, in the Recorder’s Office at Deed Book 764, Page 308.

6. | Easement and Right of Way Agreement (Pipeline and Railroad) regarding construction of railroad line and a gas pipeline between Diamond Alkai Company, a Delaware corporation and Tidewater Oil Company, a Delaware corporation, dated August 3, 1966 and recorded February 7, 1969, in the Recorder’s Office at Deed Record Book Z, Volume 81, Page 1.

7. | Easement and Right of Way Agreement to Star Enterprise from Delmarva Power & Light Company, dated and recorded December 31, 1991, in the Recorder’s Office at Deed Book 1271, Page 296.

8. | Declaration of Reciprocal Easement by Star Enterprise, a Delaware corporation, dated July 27, 1993 and recorded August 6, 1993, in the Recorder’s Office at Deed Book 1568, Page 205.

9. | Easement Agreement (Access) between Star Enterprise, a New York general partnership to Standard Chlorine of Delaware, Inc., a Delaware corporation, dated April 29, 1998 and recorded May 8, 1998, in the Recorder’s Office at Deed Book 2439, Page 20.

10. | Subaqueous Lands Lease Granted to Motiva Enterprises by the State of Delaware to Maintain a 13 Foot by 37 Foot Mooring Dolphin in the Delaware River, Delaware City, dated February 2, 2000, recorded December 8, 2000, in the Recorder’s Office at Deed Book 2937, Page 145.

11. | Rights under Quitclaim Deed between Motiva Enterprises, LLC, a Delaware limited liability company, and The City of Delaware City, a municipal corporation of the State of Delaware, dated March 15, 2001 and recorded July 19, 2001, in the Recorder’s Office at Instrument No. 20010719-0057702.

12. | Right of First Refusal Agreement dated October 26, 1998, by and between Star Enterprise and Standard Chlorine of Delaware, Inc., recorded in the Recorder’s Office at Deed Book 2530, Page 299, as amended by Modification of First Refusal Agreement dated December 2, 1998, recorded in the Recorder’s Office in Deed Book 2552, Page 155.

[End of Fee Property Description]

Real Property Leases:

1. | Amended and Restated Parking Lot Lease Agreement, dated effective January 1, 2009, between DELMARVA POWER & LIGHT COMPANY, a Delaware corporation, and THE PREMCOR REFINING GROUP INC., a Delaware corporation

2. | Subaqueous Lands Lease and Permit, granted to The Premcor Refining Group Inc., by the State of Delaware Department of Natura1 Resources & Environmental Control — Division of Natural Resources, dated December 18, 2008, recorded on December 30, 2008 at Document No. 20081230-0081610 in the Office of the Recorder of New Castle County, Delaware.

3. | Subaqueous Lands Lease and Permit, granted to Motiva Enterprises — Delaware City Refinery, by the State of Delaware Department of Natural Resources & Environmental Control — Division of Natural Resources, dated February 2, 2000, recorded on December 8, 2000 at Book 2937, Page 145 in the Office of the Recorder of New Castle County, Delaware

Schedule 1.1(b)

Refining Assets

Notwithstanding anything to the contrary herein, all items in this Schedule that were purchased as part of a referenced project in the asset register listing are to included the Assets to be transferred to Buyers whether those items are installed in the Refinery, stored in the Refinery, in Original Equipment manufacturer’s storage or in third party storage.

Asset |  |  | Cap. Date |  |  | Asset Description |  | Asset Class
| 85000014 |  |  |  | 5/31/2006 |  |  | Capital Spare Parts |  | 8500
| 85000017 |  |  |  | 6/30/2006 |  |  | Capital Spare Parts |  | 8500
| 85000037 |  |  |  | 1/31/2007 |  |  | Propane RR Car Unload Compressor |  | 8500
| 74000620 |  |  |  | 7/31/2006 |  |  | 545 Sulfur Training Simulator |  | 7400
| 74000624 |  |  |  | 9/30/2006 |  |  | VMWare/SAN Implementation - Delaware City |  | 7400
| 74000625 |  |  |  | 9/30/2006 |  |  | Instrument Interfacing - DCRF |  | 7400
| 74000630 |  |  |  | 9/30/2006 |  |  | Rollout of Whse Handheld Device/Barcode - DC |  | 7400
| 74000633 |  |  |  | 6/19/2006 |  |  | Premcor Acquisition - DC Minor Software |  | 7400
| 74000656 |  |  |  | 1/8/2007 |  |  | Delaware City Track Implementation |  | 7400
| 74000723 |  |  |  | 9/30/2007 |  |  | Purchase FCC-SIM Licenses for DCRF |  | 7400
| 74000746 |  |  |  | 11/30/2007 |  |  | Refinery Tkt Imaging &Rpt Automation |  | 7400
| 74000760 |  |  |  | 1/31/2008 |  |  | WAN Optimization - Delaware |  | 7400
| 74000807 |  |  |  | 1/1/2009 |  |  | VCS08-IS312 DC SW Refinery Contractor Compl Track |  | 7400
| 74000838 |  |  |  | 7/14/2009 |  |  | Oil Mvmt System Foxboro Install - DCRF |  | 7400
| 2031357 |  |  |  | 8/31/2009 |  |  | Catalyst Reactor - Materials |  | 220001
| 2033036 |  |  |  | 11/30/2009 |  |  | Reactor - Materials |  | 220001
| 2024309 |  |  |  | 10/31/2007 |  |  | DC06-201020-C 2007 Desulfurizer Train 1 |  | 231000
| 20037467 |  |  |  | 9/1/2005 |  |  | Atmospheric Crude Distillation |  | 2000
| 20037468 |  |  |  | 9/1/2005 |  |  | Vacuum Crude Distillation |  | 2000
| 20037469 |  |  |  | 9/1/2005 |  |  | Fluid Coker |  | 2000
| 20037470 |  |  |  | 9/1/2005 |  |  | Fluid Catalytic Cracker & FCC Gas Plant |  | 2000
| 20037471 |  |  |  | 9/1/2005 |  |  | Hydrocracker |  | 2000
| 20037472 |  |  |  | 9/1/2005 |  |  | Catalytic Reformer Unit |  | 2000
| 20037473 |  |  |  | 9/1/2005 |  |  | Naphtha Hydrotreater - Desulfurizer Train 1 |  | 2000

Schedule 1.1(b) – Page 1

Asset |  |  | Cap. Date |  |  | Asset Description |  | Asset Class
| 20037474 |  |  |  | 9/1/2005 |  |  | Kerosene/Jet Hydrotreater - Desulfurizer Train 2 |  | 2000
| 20037475 |  |  |  | 9/1/2005 |  |  | Distillate Hydrotreater - Desulfurizer Train 3 |  | 2000
| 20037476 |  |  |  | 9/1/2005 |  |  | Distillate Hydrotreater - Desulfurizer Train 4 |  | 2000
| 20037477 |  |  |  | 9/1/2005 |  |  | Distillate Hydrotreater - Desulfurizer Train 5 |  | 2000
| 20037478 |  |  |  | 9/1/2005 |  |  | Gasoline Hydrotreater - CNHTU, SHP & SHUs |  | 2000
| 20037479 |  |  |  | 9/1/2005 |  |  | Alky Plant/Kellogg |  | 2000
| 20037480 |  |  |  | 9/1/2005 |  |  | Alky Plant/Stratco |  | 2000
| 20037481 |  |  |  | 9/1/2005 |  |  | Isomerization |  | 2000
| 20037482 |  |  |  | 9/1/2005 |  |  | Benzene Extraction / Aromatics Extraction/TETRA |  | 2000
| 20037483 |  |  |  | 9/1/2005 |  |  | Sulfur Recovery Plant 1 (LT/D) - SRU Complex |  | 2000
| 20037484 |  |  |  | 9/1/2005 |  |  | Sulfur Rccovery Plant 2 (LT/D) - SRU Complex |  | 2000
| 20037485 |  |  |  | 9/1/2005 |  |  | Hydrogen Plant (Mmscfd) |  | 2000
| 20037486 |  |  |  | 9/1/2005 |  |  | Oxygenates (1) MTBE |  | 2000
| 20037488 |  |  |  | 9/1/2005 |  |  | Crude Unit Merox |  | 2000
| 20037489 |  |  |  | 9/1/2005 |  |  | PP SPLITTER |  | 2000
| 20037494 |  |  |  | 9/1/2005 |  |  | Utility, Potable, & Effluent Water System |  | 2000
| 20037496 |  |  |  | 9/1/2005 |  |  | Boilers |  | 2000
| 20037498 |  |  |  | 9/1/2005 |  |  | Flares |  | 2000
| 20037499 |  |  |  | 9/1/2005 |  |  | Sour Water Stripper |  | 2000
| 20037500 |  |  |  | 9/1/2005 |  |  | Sewer Treatment |  | 2000
| 20037501 |  |  |  | 9/1/2005 |  |  | Tailgas Treating Unit |  | 2000
| 20037502 |  |  |  | 9/1/2005 |  |  | Environmental Control Systems |  | 2000
| 20037503 |  |  |  | 9/1/2005 |  |  | Waste Water Treatment Plant |  | 2000
| 20037504 |  |  |  | 9/1/2005 |  |  | Fire Protection System |  | 2000
| 20037505 |  |  |  | 9/1/2005 |  |  | Tankage And Transfer Units |  | 2000
| 20037507 |  |  |  | 9/1/2005 |  |  | General Plant Equipment |  | 2000
| 20037508 |  |  |  | 9/1/2005 |  |  | Refinery Operations Heavy Equipment |  | 2000
| 20037509 |  |  |  | 9/1/2005 |  |  | Vapor Recovery Unit |  | 2000
| 20037510 |  |  |  | 9/30/2005 |  |  | 101445 ALKY/POLY CNTL SYS UPGRADE |  | 2000
| 20037511 |  |  |  | 10/31/2005 |  |  | 511 22-D-10 PSV Modifications |  | 2000
| 20037512 |  |  |  | 10/31/2005 |  |  | 546 Sulf Recov Fuel Gas KO Blow to Flare |  | 2000
| 20037513 |  |  |  | 10/31/2005 |  |  | 507 HydroC HyrdroG PSV’s add Block Valves |  | 2000

Schedule 1.1(b) – Page 2

Asset |  |  | Cap. Date |  |  | Asset Description |  | Asset Class
| 20037514 |  |  |  | XX/31/2005 |  |  | 507 FCCU DGA PSV’s Add Block Valves |  | 2000
| 20037515 |  |  |  | 10/31/2005 |  |  | 510 Closed Loop Sample 36-R-2 Effluent |  | 2000
| 20037516 |  |  |  | 10/31/2005 |  |  | 510 36-E-19 Replacement |  | 2000
| 20037517 |  |  |  | 10/31/2005 |  |  | DC05 Foxboro DCS Coker |  | 2000
| 20037518 |  |  |  | 10/31/2005 |  |  | 511 22-E-107 Upgrade Exchanger Bundle |  | 2000
| 20037520 |  |  |  | 10/31/2005 |  |  | 511 22-E-105 Upgrade Exchanger Bundle |  | 2000
| 20037521 |  |  |  | 10/31/2005 |  |  | 674 Double Bottom Tank 48 |  | 2000
| 20037522 |  |  |  | 10/31/2005 |  |  | 510 Hydrocracker Control System Upgrade |  | 2000
| 20037523 |  |  |  | 10/31/2005 |  |  | 545 28-E-202 Sulfur Condenser Replace |  | 2000
| 20037524 |  |  |  | 12/31/2005 |  |  | DC04 510 37-E-26 Fabricate New Titanium |  | 2000
| 20037525 |  |  |  | 12/31/2005 |  |  | DC05 529 Total Organic Carbon Analyzer R |  | 2000
| 20037526 |  |  |  | 12/31/2005 |  |  | 551 FCC Gas Plant 24-D-111 Level Trans |  | 2000
| 20037527 |  |  |  | 12/31/2005 |  |  | 511 22-E-103 A&B Overpressure Protection |  | 2000
| 20037528 |  |  |  | 12/31/2005 |  |  | 509 Hcarb flush to Alky Eff acid wash ESP |  | 2000
| 20037529 |  |  |  | 12/31/2005 |  |  | 545 Scot 1 to Scot 2 Stack By-Pass Line |  | 2000
| 20037530 |  |  |  | 12/31/2005 |  |  | 540 Phase 1 Separator HyrdoG Boost Compr |  | 2000
| 20037531 |  |  |  | 12/31/2005 |  |  | 545 28-K-302 AB N2 seals w/ flow alarms |  | 2000
| 20037533 |  |  |  | 12/31/2005 |  |  | 540 37-R-3 PSV Sup Structure & Pipe Mods |  | 2000
| 20037534 |  |  |  | 12/31/2005 |  |  | DC04 579 Desulfurizer Heaters Tube Skin |  | 2000
| 20037535 |  |  |  | 12/31/2005 |  |  | DC04 507 24-K-1/2 & 23-K-1 Access Platform |  | 2000
| 20037536 |  |  |  | 12/31/2005 |  |  | DC04 670 Tetra Unit Solvent Circulation |  | 2000
| 20037537 |  |  |  | 12/31/2005 |  |  | 510 HydroC 36-R-3 Redund Bed Out Temps |  | 2000
| 20037538 |  |  |  | 12/31/2005 |  |  | DC05 583 29-E-28B Bundle Upgrade to Tita |  | 2000
| 20037539 |  |  |  | 12/31/2005 |  |  | 551 24-D-302 DGA Rich FlashD Tie-in Future |  | 2000
| 20037540 |  |  |  | 12/31/2005 |  |  | DC05 503 Install a filter ahead of the 4 |  | 2000
| 20037541 |  |  |  | 12/31/2005 |  |  | 583 29-E-25 AC & BC Retube |  | 2000
| 20037542 |  |  |  | 12/31/2005 |  |  | DC05 507 FCCU New Fresh Catalyst Loader |  | 2000
| 20037545 |  |  |  | 12/31/2005 |  |  | Sulfur Industrial Enclosure |  | 2000
| 20037546 |  |  |  | 12/31/2005 |  |  | 511 Hot Cold Coke Slide Valve Actuators |  | 2000
| 20037547 |  |  |  | 12/31/2005 |  |  | DC05 551 24-E-9 A&B Debutanizer Coolers |  | 2000
| 20037548 |  |  |  | 12/31/2005 |  |  | 534 Refurbish Piping WWTP |  | 2000
| 20037549 |  |  |  | 12131/2005 |  |  | 535 Condensate Cooling SWS Plant |  | 2000

Schedule 1.1(b) – Page 3

Asset |  | Cap. Date |  |  | Asset Description |  | Asset Class
20037550 |  |  | 12/31/2005 |  |  | 509 Alky Acid Settler Levels |  | 2000
20037551 |  |  | 12/31/2005 |  |  | 509 Alky Acid Settlers |  | 2000
20037552 |  |  | 12/31/2005 |  |  | 511 Nitrogen Header Phase 1 |  | 2000
20037553 |  |  | 12/31/2005 |  |  | DC04 526 40-E-2 A&B Upgrade Bundles and |  | 2000
20037555 |  |  | 12/31/2005 |  |  | 511 Coker CO Boiler BMS Upgrade |  | 2000
20037557 |  |  | 12/31/2005 |  |  | 540 SMR Heater Retube 37-H-1 |  | 2000
20037603 |  |  | 1/31/2006 |  |  | DC05 Foxboro DCS Coker |  | 2000
20037605 |  |  | 1/31/2006 |  |  | 674 Double Bottom Tank 48 |  | 2000
20037606 |  |  | 1/31/2006 |  |  | 534 Refurbish Piping WWTP |  | 2000
20037632 |  |  | 5/31/2006 |  |  | 511 Nitrogen Header Phase 1 |  | 2000
20037635 |  |  | 5/2/2006 |  |  | 526 Replace Blend Knock Eng Carb& InterF |  | 2000
20037645 |  |  | 4/4/2006 |  |  | 551 24-D-302 DGA Rich FIashD Tie-in Future |  | 2000
20037647 |  |  | 7/31/2006 |  |  | 509 FEL for DuPont Plant Offsites |  | 2000
20037649 |  |  | 5/2/2006 |  |  | Level Control and Well 24-D-302 |  | 2000
20037665 |  |  | 5/31/2006 |  |  | 535 Condensate Cooling SWS Plant |  | 2000
20037673 |  |  | 5/31/2006 |  |  | 509 AlkyAcid Settlers |  | 2000
20037677 |  |  | 7/3/2006 |  |  | 503? Replace 25-D-2 |  | 2000
20037678 |  |  | 5/31/2006 |  |  | 509 Alky Acid Settler Levels |  | 2000
20037682 |  |  | 8/31/2006 |  |  | 540 SMR Heater Retube 37-H-1 |  | 2000
20037683 |  |  | 7/3/2006 |  |  | Install TOC Analyzer -Storm Water Sewer |  | 2000
20037685 |  |  | 7/26/2006 |  |  | 36-PM-4 A/B Variable Freq Drive Install |  | 2000
20037697 |  |  | 8/31/2006 |  |  | 545 28-E-202 Sulfur Condenser Replace |  | 2000
20037700 |  |  | 9/30/2006 |  |  | 503 CCR Heater Pilots to Natural Gas |  | 2000
20037701 |  |  | 9/30/2006 |  |  | 507 24-E-104B Upgrade DEA Reboiler |  | 2000
20037703 |  |  | 9/30/2006 |  |  | 517 Train 1 Feed Filter |  | 2000
20037704 |  |  | 9/30/2006 |  |  | 526 Tank 7 Heaters and Mixers |  | 2000
20037705 |  |  | 9/30/2006 |  |  | 511 Coker SNCR Phase 2 Eng Co Boiler |  | 2000
20037706 |  |  | 6/30/2006 |  |  | 510 Hydrocracker Corrosion Control |  | 2000
20037707 |  |  | 6/30/2006 |  |  | Tier II Gasoline (Premcor) |  | 2000
20037710 |  |  | 5/31/2006 |  |  | 674 Tanks 66 Jumpers |  | 2000
20037711 |  |  | 3/31/2006 |  |  | DCPP NOx Boiler # 2 (Gasifier) |  | 2000
20037712 |  |  | 3/31/2006 |  |  | CCR Chloride Scrubber |  | 2000

Schedule 1.1(b) – Page 4

Asset |  | Cap. Date |  |  | Asset Description |  | Asset Class
20037715 |  |  | XX/31/2006 |  |  | Foxboro at Repowering |  | 2000
20037731 |  |  | 9/30/2006 |  |  | 545 Sulfur Plant Ammonia / RepowerGas |  | 2000
20037732 |  |  | 9/30/2006 |  |  | 511 Coker Scrubber |  | 2000
20037733 |  |  | 9/30/2006 |  |  | 511 Coker CO Boiler BMS Upgrade |  | 2000
20037743 |  |  | 9/30/2006 |  |  | 511 Hot Cold Coke Slide Valve Actuators |  | 2000
20037747 |  |  | 9/30/2006 |  |  | 507 Modify DGA Regen Accum 24-D-9 |  | 2000
20037748 |  |  | 9/30/2006 |  |  | 507 FCCU DGA PSV’s Add Block Valves |  | 2000
20037750 |  |  | 9/30/2006 |  |  | 510 HydroC HyrdroG PSV’s add Block Valves |  | 2000
20037751 |  |  | 9/30/2006 |  |  | 545 SRU Scot PSV’s Block Valves By Pass |  | 2000
20037752 |  |  | 9/30/2006 |  |  | 510 HydroC 36-R-3 Redund Bed Out Temps |  | 2000
20037753 |  |  | 9/30/2006 |  |  | 524 Replace North Flare Seal Pot |  | 2000
20037754 |  |  | 9/30/2006 |  |  | 545 Scot 1 to Scot 2 Stack By-Pass Line |  | 2000
20037755 |  |  | 9/30/2006 |  |  | 540 37-R-3 PSV Sup Structure & Pipe Mods |  | 2000
20037756 |  |  | 9/30/2006 |  |  | 545 SulfRecov Fuel Gas KO Blow to Flare |  | 2000
20037757 |  |  | 9/30/2006 |  |  | 511 22-E-103 A&B Overpressure Protection |  | 2000
20037758 |  |  | 9/30/2006 |  |  | 510 36-E-19 Replacement |  | 2000
20037759 |  |  | 9/30/2006 |  |  | 517 29-E-25 AC & BC Retube |  | 2000
20037760 |  |  | 9/30/2006 |  |  | 551 FCC Gas Plant 24-D-111 Level Trans |  | 2000
20037761 |  |  | 9/30/2006 |  |  | 510 Closed Loop Sample 36-R-2 Effluent |  | 2000
20037762 |  |  | 9/30/2006 |  |  | 511 22-E-107 Upgrade Exchanger Bundle |  | 2000
20037763 |  |  | 9/30/2006 |  |  | 511 22-E-105 Upgrade Exchanger Bundle |  | 2000
20037800 |  |  | 10/31/2006 |  |  | 503 CCR Compressor Vents |  | 2000
20037856 |  |  | 11/30/2006 |  |  | 670 Replace / Retray Benz Extract Tower |  | 2000
20037858 |  |  | 11/30/2006 |  |  | 593 1300# Let Down Stations (Gasifier) |  | 2000
20037860 |  |  | 11/30/2006 |  |  | 507 FCCU COB Steam Superheater Vent |  | 2000
20037911 |  |  | 12/31/2006 |  |  | 507 FCCU Scrubber |  | 2000
20037931 |  |  | 12/31/2006 |  |  | 511 22-K-1 Gland Condenser |  | 2000
20037932 |  |  | 12/31/2006 |  |  | 665 Poly Reactor Filter Bypass |  | 2000
20037933 |  |  | 12/31/2006 |  |  | FCCU COB Low NOx Burner 23-H-3 |  | 2000
20037934 |  |  | 12/31/2006 |  |  | Tank 66-TC-112 Install Double Bottom |  | 2000
20038090 |  |  | 4/30/2007 |  |  | Coker Lone Delivery Spare Valve Parts |  | 2000
20038092 |  |  | 4/30/2007 |  |  | 593 DCPP 50# to 40# Steam Header (Gasifier) |  | 2000

Schedule 1.1(b) – Page 5

Asset |  | Cap. Date |  |  | Asset Description |  | Asset Class
20038139 |  |  | 5/31/2007 |  |  | Desulferizer Train 4 ULSD |  | 2000
20038140 |  |  | 5/31/2007 |  |  | Closed Loop Samp TR-4 Foul Water Streams |  | 2000
20038212 |  |  | 10/31/2007 |  |  | DC07-102130 42K1 recycle Hydro Gas Comp Upgrades |  | 2000
20038256 |  |  | 2/28/2008 |  |  | DCPP Fuel Gas Liquid Knock Out Improve (Gasifier) |  | 2000
20038526 |  |  | 12/31/2007 |  |  | DC07-102131 Modify Safety Valves in the CCR Unit |  | 2000
20038528 |  |  | 6/30/2008 |  |  | DC07-102138 Coker COB Economizer Bypass |  | 2000
20038533 |  |  | 9/30/2007 |  |  | DC06-102072 26-D-I ElV |  | 2000
20038560 |  |  | 10/31/2007 |  |  | DC04-101556 503 CCR Compressor K.O. Pots |  | 2000
20038561 |  |  | 10/31/2007 |  |  | DC06-102022 Drill and install new raw water well 4 |  | 2000
20038562 |  |  | 10/31/2007 |  |  | DC07-102135 TR1 E-1-7 Water Wash Injection |  | 2000
20038643 |  |  | 12/31/2007 |  |  | DC07-102156 Fire Water Test Heaters |  | 2000
20038645 |  |  | 12/31/2007 |  |  | DC07-102155 New Lab Equipment |  | 2000
20038734 |  |  | 2/28/2008 |  |  | Crude Unit PH Control |  | 2000
20038768 |  |  | 3/31/2008 |  |  | 26 E-4 & 6 Poly Plant Upgrade Bundles |  | 2000
20038796 |  |  | 4/30/2008 |  |  | Coker Scrubber Stack-Skimmer |  | 2000
20038798 |  |  | 4/30/2008 |  |  | Coker ARU XV valve & new Hat Install |  | 2000
20038799 |  |  | 4/30/2008 |  |  | Supply UPS Pow to Util-Elec Air Comp |  | 2000
20038823 |  |  | 5/31/2008 |  |  | DC08-102166 Anticoking Baffle SH Steam Check Valve |  | 2000
20038824 |  |  | 5/31/2008 |  |  | DC08-102165 Safety Valves in the Coker Unit |  | 2000
20038830 |  |  | 5/31/2008 |  |  | DC08-102170 22-D-331 Isolation Valves |  | 2000
20038857 |  |  | 6/30/2008 |  |  | DC07-102154 Coker Unit/ Block Valves |  | 2000
20038859 |  |  | 6/30/2008 |  |  | DC08-102167 AntiCoking Baffle Access Manways |  | 2000
20038860 |  |  | 6/30/2008 |  |  | DC07-102159 22 K-1, 22-K-302 Compressor Relia |  | 2000
20038861 |  |  | 6/30/2008 |  |  | DC07-102158 North Flare H2S Monitoring |  | 2000
20038862 |  |  | 6/30/2008 |  |  | DC07-102136 ASU Nitrogen Removal |  | 2000
20038919 |  |  | 7/31/2008 |  |  | DC04-101372-408 Tank Replacement |  | 2000
20038944 |  |  | 8/31/2008 |  |  | DC06-102034 Instrument & Utility Air System lmprov |  | 2000
20038999 |  |  | 10/31/2008 |  |  | DC07-102163 New Coker Flushing (Gland) Oil Filter |  | 2000
20039003 |  |  | 10/31/2008 |  |  | DC06-102021 Drill & Install new raw water Well #3 |  | 2000
20039023 |  |  | 11/30/2008 |  |  | DC08-102176 UPS Power to S/D Instruments 21-KM-1 |  | 2000
20039067 |  |  | 12/31/2008 |  |  | DC08-102195 Crude LDAR Sample Points |  | 2000
20039070 |  |  | 12/31/2008 |  |  | DC08-102196 Crude Unit Flushing Oil Check Valves |  | 2000

Schedule 1.1(b) – Page 6

Asset |  | Cap. Date |  |  | Asset Description |  | Asset Class
20039071 |  |  | 12/31/2008 |  |  | DC07-102084 29-H-101 SIS Modifications |  | 2000
20039072 |  |  | 12/31/2008 |  |  | DC06-102049 CCR Heaters SIS Upgrade |  | 2000
20039078 |  |  | 12/31/2008 |  |  | DC08-102253 Vacuum Tower Boot Quench Modifications |  | 2000
20039088 |  |  | 12/31/2008 |  |  | DC08-102191 29-K-5 Recycle Gas Compressor |  | 2000
20039089 |  |  | 12/31/2008 |  |  | DC06-102005 DCR Crude Vacuum Heater Revamp |  | 2000
20039090 |  |  | 12/31/2008 |  |  | DC07-102086 Crude Vacuum Tower Deep Cut |  | 2000
20039093 |  |  | 12/31/2008 |  |  | CNHTU Safety Shower Installation |  | 2000
20039102 |  |  | 12/31/2008 |  |  | Crude Unit Quench Drum (21-D-201)Upgrade |  | 2000
20039104 |  |  | 12/31/2008 |  |  | Alky Spent Acid Vapor Control |  | 2000
20039109 |  |  | 12/31/2008 |  |  | Coke Handling & Storage Upgrade |  | 2000
20039118 |  |  | 12/31/2008 |  |  | DC08-102243 SRU Sulfur Tank Alarm |  | 2000
20039119 |  |  | 12/31/2008 |  |  | DC07-102128 SRU Pit Vents to Thermal Reactors |  | 2000
20039123 |  |  | 12/31/2008 |  |  | DC07-102160 Crude Emergency Isolation Valves |  | 2000
20039142 |  |  | 1/31/2009 |  |  | DC08-102185 Unit 29 Area Safety Valve Modification |  | 2000
20039144 |  |  | 1/31/2009 |  |  | DC08-102172 Unit 21 block Valves for Safety Valves |  | 2000
20039165 |  |  | 2/28/2009 |  |  | DC08-102177 21-H-701 Desuperheater |  | 2000
20039177 |  |  | 2/28/2009 |  |  | DC08-102189 FCCU DGA/DEA Safety Shower Installation |  | 2000
20039189 |  |  | 2/28/2009 |  |  | DC08-102244 Decant Jumper Line from Tk 281 to Tk 2 |  | 2000
20039214 |  |  | 2/28/2009 |  |  | DC08-102263 Refinery Safety Gates |  | 2000
20039260 |  |  | 3/31/2009 |  |  | DC Frozen Earth Storage |  | 2000
20039277 |  |  | 4/30/2009 |  |  | New Coker Scrubber TI’s |  | 2000
20039318 |  |  | 5/31/2009 |  |  | Coker Scrubber Grid Wash |  | 2000
20039405 |  |  | 8/31/2009 |  |  | Crude Pre-Heat Initiative |  | 2000
20039445 |  |  | 4/30/2009 |  |  | Boiler #3 CIS Upgrades |  | 2000
20039446 |  |  | 4/30/2009 |  |  | Boiler #4 CIS Upgrades |  | 2000
20039474 |  |  | 11/18/2009 |  |  | DCR Nitrogen Header Continuation |  | 2000
20039490 |  |  | 12/31/2009 |  |  | Blended Resid Coolers |  |
11029344 |  |  | 9/1/2005 |  |  | Buildings |  | 1100
11029352 |  |  | 9/30/2006 |  |  | Refinery Fitness Center |  | 1100
11030599 |  |  | 6/30/2007 |  |  | Admin Bldg Canopy Addition |  | 1100
11030655 |  |  | 7/31/2007 |  |  | Warehouse Receiving Dock Canopy Roof |  | 1100
11032103 |  |  | 5/31/2009 |  |  | Facility Siting Upgrades - POLY/ALKY Control Room |  | 1100

Schedule 1.1(b) – Page 7

Asset |  | Cap. Date |  |  | Asset Description |  | Asset Class
11032104 |  |  | 5/31/2009 |  |  | Facility Siting Upgrades - CNHTU Control Rm |  | 1100
11032105 |  |  | 5/27/2009 |  |  | Facility Siting Upgrades - Crude Unit |  | 1100
12028388 |  |  | 9/1/2005 |  |  | Land Improvements |  | 1200
12028389 |  |  | 12/31/2005 |  |  | 509 FEL for DuPont Plant Offsites |  | 1200
12028480 |  |  | 3/31/2006 |  |  | Signage for Premcor Acquisition |  | 1200
12032274 |  |  | 7/31/2008 |  |  | DC08-102173- Site Prep Temp Construction Trailer |  | 1200
12033393 |  |  | 12/31/2008 |  |  | DC07-102088 Blenders 30” Storm Sewer Line Extend |  | 1200
12033475 |  |  | 12/31/2008 |  |  | DCPP Security Upgrade Gate 1 & 2 TWIC Comp |  | 1200
12035216 |  |  | 8/24/2009 |  |  | DCR Main Gate Warehouse and Admin TWIC “Free Zone” |  | 1200
14010923 |  |  | 5/31/2006 |  |  | Security Signage for Premcor Acq-DC |  | 1400
60004192 |  |  | 9/1/2005 |  |  | Furniture And Fixtures |  | 6000
60004279 |  |  | 2/28/2007 |  |  | Furniture for Admin Building |  | 6000
60004305 |  |  | 3/31/2007 |  |  | Admin Furniture HR and Eng |  | 6000
60004546 |  |  | 11/30/2007 |  |  | DC07-102150 Purchase Office Furniture for BLDG 12 |  | 6000
60004547 |  |  | 11/30/2007 |  |  | DC06-102046 New lab Chromatograph Equip |  | 6000
60004591 |  |  | 6/30/2008 |  |  | DC08-102169 Furniture for lnsp.- Bldg 13 |  | 6000
60004605 |  |  | 11/30/2008 |  |  | DC07-102153 - Office Furniture Admin 2nd FL |  | 6000
60004618 |  |  | 11/30/2008 |  |  | DC08-102239 Furniture for NW Acres Office Complex |  | 6000
33000269 |  |  | 9/1/2005 |  |  | Laboratory Equipment |  | 3300
33000270 |  |  | 12/31/2005 |  |  | DC05 566 Oil Analysis Equipment |  | 3300
33000278 |  |  | 10/31/2006 |  |  | Automated Lab Titration Equipment |  | 3300
33000323 |  |  | 11/30/2007 |  |  | DC07-102142 LAB DHA, HRGA, and TOC Analyzer Equip |  | 3300
33000423 |  |  | 12/31/2008 |  |  | DC08-102264 Lab Analyzer Equipment 2008 |  | 3300
33000452 |  |  | 4/28/2009 |  |  | DRUM Washer/ Crusher |  | 3300
80000179 |  |  | 9/1/2005 |  |  | Communications And Control Systems |  | 8000
80000184 |  |  | 9/30/2006 |  |  | 593 Security Gate 2 ASU Card Readers |  | 8000
80000188 |  |  | 12/21/2006 |  |  | Infrastructure - Cable Plant Upg - DCRF |  | 8000
80000191 |  |  | 1/31/2007 |  |  | BASIS Badging System |  | 8000
80000197 |  |  | 6/30/2007 |  |  | DCPP Intelatrac Implementation |  | 8000
80000212 |  |  | 1/31/2009 |  |  | DC08-102246 DCR Operations CCTV System |  | 8000
80000217 |  |  | 8/31/2009 |  |  | DCR Radio Communications Upgrade |  | 8000
70000763 |  |  | 9/1/2005 |  |  | Computer Equipment |  | 7000

Schedule 1.1(b) – Page 8

Asset |  |  | Cap. Date |  |  | Asset Description |  | Asset Class
| 70000764 |  |  |  | 1/2005 |  |  | DC04 655 RCM Implementation |  | 7000
| 70000765 |  |  |  | 12/31/2005 |  |  | DC04 526 Blenders Boss Controller Replace |  | 7000
| 70000769 |  |  |  | 9/30/2006 |  |  | Refinery WAN Router Upgrade - Delaware |  | 7000
| 70000773 |  |  |  | 9/30/2006 |  |  | PC Replacement and Infrastructure DCRF |  | 7000
| 70000823 |  |  |  | 3/31/2007 |  |  | 2007 Desktop H/W Replacement - DEDCRF |  | 7000
| 70000844 |  |  |  | 12/31/2007 |  |  | Inst new VoIP infrastructure & ph syst |  | 7000
| 71003694 |  |  |  | 9/30/2006 |  |  | VMWare/SAN Implementation - Delaware City |  | 7100
| 71003695 |  |  |  | 9/30/2006 |  |  | Instrument Interfacing - DCRF |  | 7100
| 71003701 |  |  |  | 9/30/2006 |  |  | Rollout of Whse Handheld Device/Barcode - DC |  | 7100
| 71003704 |  |  |  | 6/19/2006 |  |  | Premcor Acquisition - DC Computer Hardware |  | 7100
| 71003778 |  |  |  | 11/12/2006 |  |  | Process Control Network Security Enh. - DC |  | 7100
| 71003803 |  |  |  | 1/8/2007 |  |  | Delaware City Track Implementation |  | 7100
| 71004155 |  |  |  | 10/31/2007 |  |  | DC07-102091 CCR Distributed Control Sys Upgrade |  | 7100
| 71004196 |  |  |  | 11/30/2007 |  |  | Refinery Tkt Imaging &Rpt Automation - DC |  | 7100
| 71004249 |  |  |  | 1/31/2008 |  |  | NetScout- Delaware |  | 7100
| 71004256 |  |  |  | 1/31/2008 |  |  | WAN Optimization - Delaware |  | 7100
| 71004324 |  |  |  | 3/31/2008 |  |  | 2008 Desktop H/W Replacement - DCRF |  | 7100
| 71004443 |  |  |  | 9/30/2008 |  |  | VCSO8-ISl87 SCCM 2007 Upgrade - DC HW |  | 7100
| 71004486 |  |  |  | 8/31/2008 |  |  | VCSO8-IS088 Refinery Voice/Network Tech Refresh |  | 7100
| 71004513 |  |  |  | 1/1/2009 |  |  | DCOS-IS078 2008 I/S Generator System - DCRF |  | 7100
| 71004644 |  |  |  | 7/14/2009 |  |  | Oil Mvmt System Foxboro Install - DCRF |  | 7100
| 71004756 |  |  |  | 9/30/2009 |  |  | VCSO9-IS062 2009 PC Replacement - Refineries HW DC |  | 7100
| 72001671 |  |  |  | 3/31/2009 |  |  | Desulfurizer DCS Reliability Initiative |  | 7200
| 72001672 |  |  |  | 3/31/2009 |  |  | Crude Unit DCS Upgrade |  | 7200
| 998982 |  |  |  | 11/30/2008 |  |  | Instruments - Material |  | 90001
| 998983 |  |  |  | 3/31/2008 |  |  | Towers/Reactors - Material |  | 90001
| 1007043 |  |  |  | 8/31/2008 |  |  | Pipe/Flanges/Fittings - Material |  | 90001
| 1011003 |  |  |  | 11/30/2008 |  |  | Pipe/Flanges/Fittings - Phase 3 |  | 90001
| 1011528 |  |  |  | 10/31/2008 |  |  | Pipe/Flanges/Fittings - Phase 3 |  | 90001
| 1011529 |  |  |  | 12/31/2008 |  |  | Valve - Phase3 |  | 90001
| 1012292 |  |  |  | 10/31/2008 |  |  | Transfer in from DCO6-102045 - Materials |  | 90001
| 1015821 |  |  |  | 5/31/2009 |  |  | Pumps - Phase 3 |  | 90001

Schedule 1.1(b) – Page 9

Asset |  |  | Cap. Date |  |  | Asset Description |  | Asset Class
| 1015822 |  |  |  | 2/28/2009 |  |  | Mixers- Phase 3 |  | 90001
| 1015823 |  |  |  | 3/31/2009 |  |  | Towers/Reactors- Phase 3 |  | 90001
| 1015824 |  |  |  | 6/30/2009 |  |  | Storage Tanks- Phase 3 |  | 90001
| 1020546 |  |  |  | 10/31/2009 |  |  | Concrete and Foundations- Contractor |  | 90001
| 1020548 |  |  |  | 8/31/2009 |  |  | Structural Steel- Material |  | 90001
| 1020550 |  |  |  | 6/30/2009 |  |  | Pipe/Flanges/ Fittings- Material |  | 90001
| 1020556 |  |  |  | 9/30/2009 |  |  | Electrical- Material |  | 90001
| 1020558 |  |  |  | 6/30/2009 |  |  | Instruments- Material |  | 90001
| 1020572 |  |  |  | 6/30/2009 |  |  | Misc. Equip’t & Spare Parts- Materials |  | 90001
| 1020575 |  |  |  | 5/31/2009 |  |  | Other- Materials |  | 90001
| 1020722 |  |  |  | 8/31/2009 |  |  | Other - Material |  | 90001
| 1021317 |  |  |  | 9/30/2009 |  |  | Structural Steel |  | 90001
| 1021340 |  |  |  | 7/31/2009 |  |  | Structural Steel - Material |  | 90001
| 1021344 |  |  |  | 7/31/2009 |  |  | Valve - Material |  | 90001
| 1021346 |  |  |  | 8/31/2009 |  |  | Electrical - Material |  | 90001
| 1021351 |  |  |  | 7/31/2009 |  |  | Misc. Equip’t & Spare Parts - Materials |  | 90001
| 20037490 |  |  |  | 9/1/2005 |  |  | GASIFICATION PLANT |  | 2000
| 20037492 |  |  |  | 9/1/2005 |  |  | Steam & Condensate Systems (Gasifier) |  | 2000
| 20037493 |  |  |  | 9/1/2005 |  |  | Electrical Power Generation & Distribution (Gasifier) |  | 2000
| 20037679 |  |  |  | 7/26/2006 |  |  | CT2 2nd Stage Hot Gas Path Parts (Gasifier) |  | 2000
| 20037681 |  |  |  | 7/26/2006 |  |  | CTl 1st & 3rd Stage Hot Gas Path Parts (Gasifier) |  | 2000
| 20037702 |  |  |  | 9/30/2006 |  |  | 706 Brackish Water Header System (Gasifier) |  | 2000
| 20039534 |  |  |  | 12/31/2009 |  |  | Combined Cycle Power Plant (excluding TG-3) |  | Group
| 20038858 |  |  |  | 6/30/2008 |  |  | DC06-102058 l5KV Breaker for TG-3 (Gasifier) |  | 2000
|  |  |  |  |  |  |  | Turbo-generators 1,2,3 and 4 (TG’s 1-4) |  |
|  |  |  |  |  |  |  | CT’s 1 and 2 and associated HRSGs and associated spare parts |  |
|  |  |  |  |  |  |  | Air Separation Unit (ASU) |  |
|  |  |  |  |  |  |  | DCS system and controls |  |

Schedule 1.1(b) – Page 10

Section 1.1(c)

Tangible Personal Property Stored Offsite

1. | Dresser Rand provides storage and rotation, if needed, for certain large rotors unique to the Refinery’s rotating equipment, under a Valero Multi-Site Agreement. Storage costs are estimated at $45,000 for six months of storage. Because these are being stored pursuant to a Multi-Site Agreement, Buyer will need to make its own arrangements for the storage of these rotors after Closing, and Buyer will be required to pay (or reimburse Valero for) any storage costs associated with them after Closing. Following is a list of the rotors, all of which are included in the Assets:

Manufacturer |  | Model No. |  | Client Reference |  | Unit S/N
Ingersoll Rand |  | 11 Stage Impulse |  | 23KT-2 |  | 1818
Ingersoll Rand |  | MTA-477 |  | 23K-2 |  | 1819
Delaval |  | 5BL(2)44 |  | 27K-101 |  | 708931
Ingersoll Rand |  | 11 Stage, 12000 Frame |  | 22KT-1 |  | 1847
Dresser Rand |  | MTGB-542 |  | 25K-1A (Re Rate2) |  | 1891
Dresser Rand |  | 3M6-5 |  | 22K-302AA |  | 3/5/4907
Dresser Rand |  | 2M10-8 |  | 22K-302AB |  | 2/8/4880
Tubodyne |  | S2T5 |  | 22KT-302 |  | 37024
Sulzer |  | RIK140-6 |  | 83K-0001 |  | 28374V11104
Elliot |  | 2SBH2 |  | 27KT1 |  | C003709
Ingersoll Rand |  | 12 Stage Impulse, Condensing |  | 23KT-1 |  | 1801
Ingersoll Rand |  | MTG652 |  | 24-K-1/2 |  | 1841/1843
Murray |  | RG4 |  | 27-KT-101 |  | 5195
Elliot |  | 18P450 |  | 27K1 |  | 3417
Dresser Rand |  | 745B6 |  | 42K1 |  | 7174
Dresser Rand |  | MTG-652 |  | 24K1/2R1 |  | 1841/1843
Dresser Rand |  | MTG-652 |  | 24K1/2R2 |  | 1841/1843
Dresser Rand |  | MTG-652 |  | 24K1/2R3 |  | 1841/1843
Dresser Rand |  | 1100 |  | 24KT1/2R1 |  | 1840/1842
Dresser Rand |  | 1100 |  | 24KT1/2R2 |  | 1840/1842
Dresser Rand |  | 1100 |  | 24KT1/2R3 |  | 1840/1842

2. | Chalmers & Kubeck provides storage and repair of pressure safety valves (PSV) for the Refinery under Premcor National Service Agreement (Contract No. DC04NS070), which is included in the Assigned Contracts. All of the Refinery PSVs stored with Chalmers & Kubeck are included in the Assets. When required for use at the Refinery, vendor is notified and tests and certifies the PSV prior to shipping to Refinery. Refinery pays for the costs of the test/certification but the storage has historically been without charge. Seller has been advised that if

| Buyer wishes to have the PSVs delivered to the Refinery, the delivery costs are estimated to be $6,600, and the PSVs will be delivered on 40-45 pallets.

3. | Harbison-Walker Refractories (“HWR”) is storing some Refinery refractory brick (which we believe is related to the gasifier) in its facility in Leetsdale, Pennsylvania, pursuant to PO No. 4501381966 issued by Premcor Refining on February 7, 2008. All such brick is included in the Assets. Following is a list of the brick stored by HWR; this list was provided by HWR:

Item # |  | Brand |  | Size / Shape |  | Pcs / Pal |  |  | No of Pal |  |  | Total Pcs |
97749 |  | AUREX 75 |  | SRTI-903 GS GF |  |  | 52 |  |  |  | 1 |  |  |  | 52 |
97752 |  | AUREX 75 |  | SRTI-906 GS GF |  |  | 96 |  |  |  | 1 |  |  |  | 96 |
81861 |  | AUREX 75 |  | Tl-938 GS GF |  |  | 60 |  |  |  | 1 |  |  |  | 60 |
81861 |  | AUREX 75 |  | TI-938 GS GF |  |  | 33 |  |  |  | 1 |  |  |  | 33 |
97748 |  | AUREX 75 |  | SRTI-902 GS GF |  |  | 40 |  |  |  | 1 |  |  |  | 40 |
97751 |  | AUREX 75 |  | SRTI-905 GS GF |  |  | 42 |  |  |  | 2 |  |  |  | 84 |
132157 |  | AUREX 75 |  | 9 X (4 1/2-3 1/2) X 100MM KEY 01 |  |  | 102 |  |  |  | 2 |  |  |  | 204 |
81863 |  | AUREX 75 |  | 9 X (4 1/2-3 1/2) X 100MM KEY 02 |  |  | 114 |  |  |  | 1 |  |  |  | 114 |
81863 |  | AUREX 75 |  | 9 X (4 1/2-3 1/2) X 100MM KEY 02 |  |  | 113 |  |  |  | 1 |  |  |  | 113 |
81863 |  | AUREX 75 |  | 9 X (4 1/2-3 1/2) X 100MM KEY 02 |  |  | 39 |  |  |  | 1 |  |  |  | 39 |

Section 1.1(d)

Certain Permitted Liens

1. | Rights of access to the Refinery and other rights granted to Motiva Enterprises LLC and obligations imposed upon the Refinery owner under that certain Access Agreement between Motiva Enterprises LLC and Premcor Refining dated April 30, 2004.

2. | The following unrecorded leases:

| a. | Agricultural Lease, dated January 11, 2010, between The Premcor Refining Group Inc., as landlord, and Kenny Lester, as tenant, with respect to approximately 220 acres of land (Fields #46, 47, 48 and 18, per Map #1201-110- CE99).

| b. | Agricultural Lease, dated January 11, 2010, between The Premcor Refining Group Inc., as landlord, and Philip Proud, as tenant, with respect to approximately 373 acres of land (Fields #49, 50, 51, 52, 53, 13, 14, plus 2 unnumbered fields – approximately 30 acres each, all as per Map #1201-110-CE99).

| c. | Agricultural Lease, dated January 11, 2010, between The Premcor Refining Group Inc., as landlord, and Hill Farming, LLC, as tenant, with respect to approximately 384 acres of land (Fields #DC-1, DC-2, DC-3, DC-4, DC-5, DC-6, DC-7, DC-8, DC-9, DC-l0, DC-11, DC-12, DC-13, DC-l4, DC-15, DC-l8, 19).

| d. | Lease Agreement, dated May 11, 2006, by and between Valero Terminaling and Distribution Company (as agent for The Premcor Refining Group Inc.), as landlord, and BRT, Inc., as Tenant, with respect to one truck parking space at the truck rack terminal, as amended and clarified by the Confirmation of Agency Relationship, Assignment and Assumption of Lease and Clarification of Lease Terms, dated October 1, 2009, which clarified that The Premcor Refining Group Inc. was the landlord and increased the number parking spaces from one to two.

| e. | Lease Agreement, dated May 1, 2005, between The Premcor Refining Group Inc., as landlord, and Eagle Transport Corporation, as tenant, with respect to one truck parking space and a 550 s.f. office at the truck rack terminal.

3. | Intentionally deleted

4. | Intentionally deleted

5. | DECLARATION OF RESTRICTIONS by Star Enterprise, a New York general partnership dated October 30, 1991 and recorded in the Office aforesaid on November 15, 1991 in Deed Record 1255, Page 57.

6. | DECLARATION OF RESTRICTIONS by IPI Ventures, LLC and joined into by The Premcor Refining Group Inc., dated September 22, 2004 and recorded in the Office aforesaid on November 10, 2004 in Document No. 20041110-0122199.

7. | EASEMENT AGREEMENT (ACCESS) between Star Enterprise, a New York general partnership to Standard Chlorine of Delaware, Inc., a Delaware corporation dated April 29, 1998 and recorded in the Office aforesaid on May 8, 1998 in Deed Record 2439, Page 20.

8. | AFFIDAVIT OF OWNERSHIP as set forth in Document No. 20060803-0073714.

9. | AFFIDAVIT AND ASSIGNMENT OF RIGHTS-OF-WAY AND PERMITS between Shell Pipeline Company LP, a Delaware limited partnership and The Premcor Pipeline Co., a Delaware corporation dated April 16, 2009 and recorded in the Office aforesaid on July 29, 2009 in Document No. 200907290050228.

10. | FIRST AMENDMENT TO EASEMENT AND RIGHT OF WAY AGREEMENT between The Premcor Refining Group Inc., a corporation of the State of Delaware and Delmarva Power & Light Company, a corporation of the State of Delaware and the Commonwealth of Virginia, dated August 1, 2009 and recorded in the Office aforesaid on September 15, 2009 in Document No. 20090915-0060069.

11. | CONSERVATION EASEMENT by The Premcor Refining Group Inc., and The State of Delaware acting by and through the Department of Natural Resources and Environmental Control, dated June 20, 2005 and recorded in the Office aforesaid in Document No. 20050823-0084746.

12. | CONSERVATION EASEMENT by The Premcor Refining Group Inc., and the State of Delaware acting by and through the Department of Natural Resources and Environmental Control, dated August 25, 2005 and recorded in the Office aforesaid in Document No. 20050830-0087550.

13. | CONSERVATION EASEMENT by The Premcor Refining Group, Inc., and the State of Delaware acting by an through the Department of Natural Resources and Environmental Control, dated November 20, 2007 and recorded in the Office aforesaid on November 28, 2007 in Document No. 20071128-0101680.

14. | INDENTURE OF EASEMENT regarding easement to Delaware Department of Transportation to construct water control devices between Tidewater Oil Company, a Delaware corporation and the State of Delaware dated August 26, 1966 and recorded in the Office aforesaid on December 1, 1966 in Deed Record E, Volume 78, Page 105.

15. | EASEMENT AGREEMENT between Motiva Enterprises LLC, a Delaware limited liability company and Delmarva Power & Light Company, a corporation of the State

| of Delaware and the Commonwealth of Virginia dated August 14, 2002 and recorded in the Office aforesaid on September 20, 2002 in Document No. 20020920-0090634.

16. | EASEMENT AGREEMENT from Motiva Enterprises LLC, a Delaware limited liability company and Delmarva power & Light Company, a corporation of the State of Delaware dated August 14, 2002 and recorded in the Office aforesaid on September 20, 2002 in Document No. 20020920-0090637.

17. | EASEMENT AGREEMENT between Colonial School District and The Premcor Refining Group Inc., dated June 30, 2006 and recorded in the Office aforesaid in Document No. 200607190068768.

18. | EASEMENT AGREEMENT between New Castle County and The Premcor Refining Group Inc., dated March 12, 2007 and recorded in the Office aforesaid in Document No. 20070312-0023387.

19. | EASEMENT AGREEMENT between the Colonial School District and State of Delaware, dated July 17, 2008 and recorded in the Office aforesaid in Document No. 200807220050169.

20. | MEMORANDUM OF ESCROW AGREEMENT between Star Enterprise, a New York General partnership and Delmarva Power & light Company, a Delaware and Virginia corporation dated August 12, 1993 and recorded in the Office aforesaid on August 19, 1993 in Deed Record 1574, Page 23.

21. | EASEMENT FOR GAS PIPELINE between Getty Refining and marketing Company and Getty Pipeline, Inc., dated March 8, 1983 and recorded in the Office aforesaid on March 11, 1983 in deed record L, Volume 121, Page 165.

22. | EASEMENT AGREEMENT FOR UNDERGROUND GAS MAIN between Tidewater oil Company, a corporation of the State of Delaware and Delaware Power & Light Company, a Delaware corporation, dated July 22, 1965 and recorded in the Office aforesaid on August 16, 1965 in Deed Record R, Volume 75, Page 39.

23. | GRANT OF EASEMENT AND RIGHT OF WAY from Getty Oil Company, a Delaware corporation to Eastern Shore Natural Gas Company, a Delaware corporation to construct a pipeline dated September 9, 1971 and recorded in the Office aforesaid on September 17, 1975 in Deed Record X, Volume 90, Page 593.

24. | PERMANENT EASEMENT AGREEMENT between Motiva Enterprises, LLC, a Delaware limited liability company and The State of Delaware by and through the Department of Transportation, dated June 3, 2003 and recorded in the Office aforesaid on September 5, 2003 in Document No. 20030905-0110819.

25. | PERMANENT GAS EASEMENT AGREEMENT from Motiva Enterprises LLC, a Delaware limited liability company and Delmarva Power & Light Company, a

| corporation of the State of Delaware and the Commonwealth of Virginia dated and recorded October 19, 1998 in the Office aforesaid in Deed Record 2525, Page 344.

26. | PERMANENT GAS EASEMENT AGREEMENT between Motiva Enterprises LLC, a Delaware limited liability company and Eastern Shore National Gas Company, a Delaware corporation dated February 1, 1999 and recorded in the Office aforesaid on February 3, 2000 in Deed Record 2779, Page 238.

27. | PERMANENT GAS EASEMENT AGREEMENT between Motiva Enterprises LLC, a Delaware limited liability company and Eastern Shore National Gas Company, a Delaware corporation dated February 2, 1999 and recorded in the Office aforesaid on February 3, 2000 in Deed Record 2779, Page 244.

28. | DECLARATION AND NOTICE OF LAND USE FOR HAZARDOUS WASTE MANAGEMENT by Getty Refining and Marketing Company, a corporation of the State of Delaware, dated July 26, 1983 and recorded in the Office aforesaid on July 29, 1983 in Deed Record E, Volume 123, Page 238.

29. | DECLARATION AND NOTICE OF LAND USE FOR HAZARDOUS WASTE MANAGEMENT by Star Enterprise, a general partnership organized under the New York Uniform Partnership Act dated August 6, 1997 and recorded in the Office aforesaid on August 15, 1997 in Deed Record 2314, Page 241.

30. | LAND DEVELOPMENT IMPROVEMENT AGREEMENT between Motiva Enterprises, LLC and New Castle County, a political subdivision of the State of Delaware dated January 17, 2003 and recorded in the Office aforesaid on January 30, 2003 in Document No. 20030130-0012906.

31. | LAND DEVELOPMENT IMPROVEMENT AGREEMENT between Premcor Refining Group, Inc. and New Castle County dated August 19, 2005 and recorded in the office aforesaid on August 26, 2005 in Document No. 20050826-0086258.

32. | LAND DEVELOPMENT IMPROVEMENT AGREEMENT by and between Premcor Refining Group Inc. and New Castle County, dated November 20, 2006 and recorded in the Office aforesaid on January 4, 2007 in Document No. 20070104-0001091.

33. | LAND DEVELOPMENT IMPROVEMENT AGREEMENT between Premcor Refining Group and New Castle County, dated May 14, 2007 and recorded in the Office aforesaid in Document No. 20070621-0055691.

34. | PIPELINE RIGHT OF WAY GRANTS between Getty Refining and Marketing Company and Getty Pipeline, Inc., dated March 6, 1984 and recorded in the Office aforesaid on January 10, 1985 in Deed Record 194, Page 229; Deed Record 194, Page 240 and Deed Record 194, Page 245.

35. | GRANT OF RIGHT OF WAY TO CONSTRUCT AND MAINTAIN A METERING AND REGULATING STATION AND TO INSTALL A PIPELINE from Star Enterprise, a general partnership formed under the New York Uniform Partnership Act, to Eastern Shore National Gas Company, a Delaware corporation, dated April 3, 1992 and recorded April 9, 1992 in the Office aforesaid in Deed Record 1314, Page 87.

36. | POST-CLOSURE NOTICE given by Motiva Enterprises LLC, dated January 7, 2004 and recorded in the Office aforesaid on January 9, 2004 in Document No. 20040109-0004557.

37. | POST-CLOSURE NOTICE given by The Premcor Refining Group Inc., as set forth in Document No. 20050825-0086154.

38. | RIGHT OF WAY AGREEMENT FOR RAILROAD SPUR between Tidewater oil Company, a corporation of the State of Delaware and The Philadelphia, Baltimore and Washington Railroad Company, a Delaware corporation dated November 22, 1966 and recorded in the office aforesaid on February 3, 1967 in deed Record M, Volume 78, Page 156.

39. | RIGHT OF WAY AGREEMENT TO CONNECT TO RAILROAD LINE between Tidewater Oil Company, a corporation of the State of Delaware and Standard Chlorine of Delaware, Incorporated, a corporation of the State of Delaware, dated December 21, 1965 and recorded in the Office aforesaid on March 1, 1966 in Deed records S, Volume 76, Page 137.

40. | DECLARATION OF RECIPROCAL EASEMENT by Star Enterprise, a Delaware corporation dated July 27, 1993 and recorded in the Office aforesaid on August 6, 1993 in Deed Record 1568, Page 205.

41. | RESERVATIONS contained in Deed from Star Enterprise, a New York general partnership to Motiva Enterprises LLC, a Delaware limited liability company, dated October 1, 1998, and recorded in the Office aforesaid in Deed Record 2567, Page 286.

42. | TEN FEET WIDE RIGHT OF WAY as shown on a survey by Dixie Line Surveys, Inc., for those portions of the Insured premises identified as parcels 1 and 2, set forth in Deed between Tidewater Oil Company and Stauffer Chemical Company, dated December 6, 1960 and recorded December 9, 1960 in the Office aforesaid in Deed Record D, Volume 67, Page 453.

43. | RIGHT OF WAY AGREEMENT between Tidewater Oil Company, a corporation of the State of Delaware and Air Products and Chemicals, Inc., a corporation of the State of Delaware dated June 21, 1962 and recorded in the Office aforesaid on August 27, 1962 in Deed Record W, Volume 69, Page 608.

44. | DECLARATION OF EASEMENT (STORMWATER MANAGEMENT) from Star Enterprise, a New York general partnership to Standard Chlorine of Delaware, a Delaware corporation dated April 29, 1998 and recorded in the Office aforesaid on May 8, 1998 in Deed Record 2439, Page 16.

45. | SUB AQUEOUS LANDS LEASE AND PERMIT granted to The Premcor Refining Group Inc., recorded in the Office aforesaid on December 30, 2008 in Document No. 20081230-0081610

46. | SURFACE LEASE between Getty Refining and Marketing Company, a Delaware corporation and Getty Pipeline, Inc., a Delaware corporation dated March 6, 1984 and recorded in the Office aforesaid on January 10, 1985 in Deed Record 194, Page 255.

47. | TERMS, CONDITIONS, RESTRICTIONS, COVENANTS, EASEMENTS AND RIGHTS OF WAY as set forth on Boundary Survey for Lands of Star Enterprises, dated May 11, 1998, May 14, 1998, May 20, 1998 and October 20, 1998 for various parcels, prepared by Dixie Line Surveys, Inc., as listed below:

| a. | Parcel 4B: exceptions include those portions within the right-of-way of Governor Lea Road.

| b. | Parcel 4A: exceptions include those portions within the rights-of-way of Schoolhouse Road and Governor Lea Road; the permanent drainage easement on the northeasterly side of Road 406 and the utility poles along Delaware Route 1

| c. | Parcel 2: exceptions include 6 feet wide right-of-way for sewers to Stauffer Chemical (not recorded) along northerly boundary and the 40 feet wide Delmarva Power & Light Co. easement along with River Road right-of-way (including reference in Deed Record S, Volume 69, Page 592)

| d. | Parcel 1: exceptions include the waters of Dragon Run Creek, the North Drain of Dragon run Creek Water, a 10 feet wide right-of-way for Stauffer Chemical along the northerly boundary of the parcel, a 40 feet wide Delmarva Power & Light Co. easement along the St. George’s Clerks Corner Road (including reference Deed Record S, Volume 69, page 592) and the Bridge No. 308 Taking (reference Deed Record B, Volume 106, Page 7)

| e. | Parcel 6: exceptions include the waters of Doll Run;

| f. | Parcel 3B: exceptions include the area leased to Getty Pipeline Inc., 5 feet Wide right-of-way for sewers to Stauffer Chemical Co. and the 40 feet DPI & L right-of-way; rights of others to an alley running northerly from Williams Street west of Jefferson Street and 20 feet wide easement for walkway in southeasterly area of the property.

48. | UTILITY AGREEMENT regarding electrical easement by and between Tidewater Oil Company, a corporation of the State of Delaware and Delmarva Power & Light Company, a Delaware corporation dated July 3, 1967 and recorded in the Office of the Recorder of Deeds in and for New Castle County, State of Delaware on March 15, 1972, at Deed Record A, Volume 86, Page 503.

49. | EASEMENT AND RIGHT OF WAY AGREEMENT FOR ELECTRIC, GAS, WATER, SEWER, ETC., from Star Enterprise, a general partnership formed under the New York Uniform Partnership Act to Delmarva Power & Light Company, a corporation of the State of Delaware dated and recorded December 31, 1991 in the Office aforesaid in Deed Record 1271, Page 289.

50. | ELECTRIC DISTRIBUTION EASEMENT AND RIGHT OF WAY AGREEMENT between Star Enterprise, a New York general partnership and Delmarva Power & Light Company dated January 15, 1993 and recorded in the Office aforesaid on April 28, 1993 in Deed record 1511, Page 99.

51. | ELECTRIC DISTRIBUTION LINE EASEMENT AGREEMENT from Star Enterprise, a New York general partnership to Delmarva Power & Light Company dated November 28, 1990 and recorded in the Office aforesaid on January 11, 1994 in Deed Record 1659, Page 212.

52. | UTILITY EASEMENT AGREEMENT TO INSTALL A GAS LINE between Motiva Enterprises LLC and Delmarva Power & Light Company, a corporation of the State of Delaware and the Commonwealth of Virginia dated October 31, 2001 and recorded in the Office aforesaid on November 16, 2001 in Document No. 20011116-0095290.

53. | EASEMENTS RESERVED IN DEED between Motiva Enterprises LLC, a Delaware limited liability company and Delmarva Power & Light Company, a corporation of the State of Delaware dated August 14, 2002 and recorded in the Office aforesaid on September 20, 2002 in Document No. 20020920-0090630.

54. | RESERVATION APPEARING IN DEED from Delmarva Power & Light Company, a corporation of the State of Delaware and the Commonwealth of Virginia to Motiva Enterprises LLC, a Delaware limited liability company, dated June 25, 2002 and recorded September 20, 2002 in the Office aforesaid in Document No. 20020920-0090631.

55. | EASEMENT AGREEMENT REGARDING ELECTRIC AND GAS DISTRIBUTION SYSTEMS between Motiva Enterprises LLC, a Delaware limited liability company and Delmarva Power & Light Company, a corporation of the State of Delaware dated August 14, 2002 and recorded in the Office aforesaid on September 20, 2002 in Document No. 20020920-0090635.

56. | AGREEMENT FOR UNDERGROUND POWER LINES between Getty Refining and Marketing Company, a corporation of the State of Delaware and Delmarva Power

| & Light Company, a Delaware corporation, dated January 2, 1979 and recorded in the Office aforesaid on January 26, 1979 in deed record L, Volume 104, Page 97. this Agreement supercedes and cancels prior Agreement between Getty Oil Company (Eastern Operations), Inc., a corporation of the State of Delaware and Delmarva Power & Light Company, a Delaware corporation, dated March 19, 1976 and recorded on April 9, 1976 in Deed Record U, Volume 92, Page 34.

57. | UTILITY EASEMENT AGREEMENT from Star Enterprise, a New York general partnership to Delmarva Power & Light Company, a corporation of the State of Delaware and the Commonwealth of Virginia for electric, gas and communication facilities dated October 7, 1997 and recorded in the Office aforesaid on November 24, 1997 in Deed Record 2361, Page 34.

58. | UTILITY EASEMENT AGREEMENT between The Premcor Refining Group Inc., and Delmarva Power & Light Company, a corporation of the State of Delaware and the Commonwealth of Virginia, dated June 15, 2006 and recorded September 27, 2006 in Document No. 20060927-0092303.

59. | AGREEMENT TO CONSTRUCT OVERHEAD POWER LINES between Getty Oil Company, a corporation of the State of Delaware and Delmarva Power & Light Company, a Delaware corporation dated May 15, 1970 and recorded in the Office aforesaid on January 11, 1971 in Deed Record M, Volume 84, Page 523.

60. | AGREEMENT TO CONSTRUCT OVERHEAD POWER LINES between Tidewater Oil Company, a corporation of the State of Delaware and Delmarva Power & Light Company, a Delaware corporation dated July 16, 1964 and recorded in the Office aforesaid on August 25, 1964 in Deed Record P, Volume 73, Page 314.

61. | EASEMENT FOR INSTALLATION OF ELECTRIC LINES between Getty Refining and Marketing Company, a corporation of the State of Delaware and Delmarva Power & Light Company, a corporation of the State of Delaware and the Commonwealth of Virginia dated January 10, l983 and recorded in the Office aforesaid on August 31, 1983 in deed Record P, Volume 123, Page 280.

62. | AGREEMENT TO INSTALL OVERHEAD ELECTRIC POWER LINES between Getty Oil Company (Eastern Operations), Inc., a corporation of the State of Delaware and Delmarva Power & Light Company, a corporation of the State of Delaware dated April 23, 1973 and recorded in the Office aforesaid on May 21, 1973 in Deed Record T, Volume 87, Page 442.

63. | AGREEMENT TO INSTALL OVERHEAD ELECTRICAL LINE AND GAS MAIN between Tidewater Oil Company, a corporation of the State of Delaware and Delaware Power & Light Company, a Delaware corporation dated July 22, 1965 and recorded September 29, 1965 in Deed Record W, Volume 75, Page 397. This Agreement supersedes and cancels prior Agreements between Tidewater Oil Company, a corporation of the State of Delaware and Delaware Power & Light

| Company, a Delaware corporation dated December 24, 1964 and recorded on January 28, 1965 in Deed Record M, Volume 74, Page 255 and Agreement dated June 22, 1962 and recorded July 30, 1962 in Deed Record S, Volume 69, Page 592.

64. | AGREEMENT REGARDING GRANTING OF RIGHTS OF WAY AND EASEMENTS between Tidewater Oil Company, a corporation of the State of Delaware and Delaware Power & Light Company, a corporation of the State of Delaware dated October 21, 1965 and recorded in the Office aforesaid on October 24, 1966 in Deed Record Y, Volume 77, page 519; as amended by Agreement between Getty Oil Company, a Delaware corporation and Delmarva Power & Light Company, a Delaware corporation dated April 29, 1970 and recorded in the Office aforesaid on July 24, 1970 in deed Record X, Volume 83, Page 90 and as further amended by Agreement between Getty Oil Company (Eastern Operations), Inc., a Delaware corporation and Delmarva Power & Light Company, a Delaware corporation dated June 8, 1973 and recorded in the Office aforesaid on August 22, 1973 in Deed Record E, Volume 88, Page 349.

65. | EASEMENT AGREEMENT (ELECTRIC POWER LINE) between Tidewater Oil Company, a Delaware corporation and Diamond Alkali Company, a Delaware corporation dated March 14, 1966 and recorded in the Office aforesaid on February 7, 1969 in Deed Record Z, Volume 81, Page 10.

66. | EXCEPTIONS AS CONTAINED IN SPECIAL WARRANTY DEED from Texaco Refining and Marketing, Inc., a Delaware corporation to Star Enterprise, a New York general partnership, dated December 31, 1988 and recorded in the Office aforesaid in Deed Record 814, Page 314.

67. | EASEMENT FOR WATER LINES between Texaco Refining and marketing, Inc. and Wilmington Suburban Water Corporation dated September 23, 1987 and recorded in the Office aforesaid on November 3, 1987 in Deed Record 620, Page 246.

68. | AGREEMENT REGARDING DISCHARGE OF WASTEWATER between Star Enterprise, a New York general partnership and American Mirrex Corporation, a Delaware corporation dated March 29, 1993 and recorded in the Office aforesaid on July 22, 1993 in Deed record 1560, Page 18.

69. | EASEMENT REGARDING INSTALLATION OF A WATER MAIN AND WATER LINES from Star Enterprise, a New York general partnership to united Water Delaware, dated July 24, 1996 and recorded in the Office aforesaid on August 19, 1996 in Deed Record 2154, Page 239.

70. | AGREEMENT TO CONSTRUCT AND MAINTAIN MONITORING WELLS between Getty refining and Marketing Company, a corporation of the State of Delaware and Delmarva Power & Light Company, a corporation of the State of Delaware and the Commonwealth of Virginia, dated February 18, 1982 and recorded in the Office aforesaid on March 3, 1982 in Deed Record T, Volume 117, Page 113.

71. | RECORD MINOR SUBDIVISION PLAN Delmarva Power, as recorded in the office aforesaid on December 9, 1997 in Microfilm No. 4672. Exceptions include: Building Setback Line (no depth given) along River Road.

72. | RECORD MINOR LAND DEVELOPMENT AND SUBDIVISION PLAN for Star Enterprise – Repowering Project as recorded in the Office aforesaid on August 18, 1997 in Microfilm No. 13276. Exceptions include: Extinguishment of a portion of 30 feet wide access easement; building restriction line of 40 feet in depth; existing 30 feet wide access easements; utilities lines as shown on the plan; General Notes.

73. | RECORD MINOR LAND DEVELOPMENT PLAN for Star Enterprise as recorded in the Office aforesaid on November 4, 1997 in Microfilm No. 13347. Exceptions include: Notes and utilities as shown on the plan.

74. | RECORD MINOR LAND DEVELOPMENT PLAN for Star Enterprise – Repowering Project as recorded in the Office aforesaid on May 15, 1998 in Microfilm #13506. Exceptions include: General Notes: General Data paragraph on restoration of impervious cover; utilities as shown on the plan; proposed access drive; proposed access easement for Parcel 4E; building restriction lien of 40 feet in depth; dedication of Governor Lea Road right-of-way; storm water management easement on east side of Route 9.

75. | RECORD UTILITY PLAN for Conectiv Power Delivery on Lands of Motiva Enterprises – Parcels 1 & 2 as recorded in the Office aforesaid on November 24, 1998 in Microfilm No. 13710. Exceptions include: Ten foot wide easement (1); ten foot wide easement (2A); 35 foot wide easement from Schoolhouse Road and parallel to Wrangle Hill Road; utilities as shown on the plan; Notes.

76. | EXPLORATORY RECORD MINOR LAND DEVELOPMENT PLAN, Motiva Enterprises, L.L.C., as recorded in the Office aforesaid at Document No. 20011003-0082111. Exceptions include: Utilities as shown on the plan; General Notes.

77. | RECORD MINOR LAND DEVELOPMENT PLAN – SHOP MODULAR BUILDING ADDITION – MOTIVA ENTERPRISES, L.L.C. as recorded in the office aforesaid on April 11, 2003 in Document No. 200304110044537. Exceptions include: General Notes; utilities as shown on the plan.

78. | RECORD MINOR LAND DEVELOPMENT PLAN – PROPOSED UNIT NO. 22-S02 SCRUBBER COMPLEX FOR MOTIVA ENTERPRISES L.L.C. as recorded in the Office aforesaid on May 30, 2003 in Document No. 20030530-0065709. Exceptions include: General Notes; utilities as shown on the plan.

79. | SUBDIVISION PLAN FOR LANDS OF MOTIVA ENTERPRISES, LLC WASHINGTON STREET, THE CITY OF DELAWARE CITY, dated March 5, 2001 and recorded in the Office aforesaid in Document No. 200l0719-0057703.

80. | RECORD RESUBDIVISION PLAN – SHOP MODULAR BUILDING ADDITION MOTIVA ENTERPRISES, L.L.C., recorded in Document No. 20031010-0130681.

81. | RECORD MINOR SUBDIVISION PLAN Delmarva Power, as recorded in the office aforesaid on January 24, 1978 in Microfilm No. 4717. Exceptions include; Building Restriction Line of 40 feet in depth along River Road.

82. | RECORD MINOR SUBDIVISION PLAN Getty Refining & Marketing Co. as recorded in the Office aforesaid on May 3, 1979 in Microfilm No. 5151.

83. | RECORD MINOR LAND DEVELOPMENT PLAN – School House Road – County Road #406 as recorded in the Office aforesaid on April 10, 1985 in Microfilm No. 7535. Exceptions include: notes, General Notes, Fire Lane Note, 60 feet wide Conrail right-of-way, 40 feet wide DP & L easement and right-of-way.

84. | RECORD MINOR LAND DEVELOPMENT PLAN – Instrument Repair Facility for Star Enterprise as recorded in the Office aforesaid on October 24, 1990 in Microfilm No. 10634. Exceptions include: Notes and utility lines as shown on the plan.

85. | RECORD MINOR LAND DEVELOPMENT PLAN – Administration Building for Star Enterprise as recorded in the Office aforesaid on November 29, 1990 in Microfilm No. 10679. Exceptions include: Notes and utility lines as shown on the plan.

86. | RECORD MINOR SUBDIVISION PLAN Lands of Delmarva Power & Light Company to be conveyed to Star Enterprise, as recorded in the Office aforesaid on July 26, 1991 in Microfilm No 10956. Exceptions include; 30 feet wide access easement to Parcel 4C; access easement to Parcels 2 and 3; 30 feet wide access easement to Parcel 2; building restriction line of 40 feet in depth; notes.

87. | RECORD MINOR SUBDIVISION PLAN Lands of to be Star Enterprise to be conveyed to Delmarva Power & Light Company, as recorded in the Office aforesaid on August 16, 1993 in Microfilm No. 11774. Exceptions include: Proposed 30 feet wide access easement to Parcel 4 east of Parcel 3; proposed 30 feet wide access easement to Parcel 4 north of Parcels 4 and 5; three existing 30 feet wide access easements; Notes; building restriction line of 40 feet in depth.

88. | RECORD MINOR LAND DEVELOPMENT PLAN of Star Enterprise as recorded in the Office aforesaid on March 24, 1992 in Microfilm No. 11175. Exceptions include: Notes, utility lines as shown on the plan and existing railroad tracks.

89. | RECORD MINOR LAND DEVELOPMENT/RESUBDIVISION PLAN for Parcels 4A & 4B DuPont Red Lion Plant as recorded in the Office aforesaid on July, 14, 2004 in Document No. 200407140077518.

90. | MAJOR LAND DEVELOPMENT PLAN for Colonial School District as recorded in the Office aforesaid on May, 25, 2006 in document No. 20060525005078.

91. | RECORD MINOR REDEVELOPMENT PLAN for Premcor Petroleum Coke Warehouse as recorded in the Office aforesaid on July 20, 2006 in Document No. 200607200069256.

92. | RECORD RESUBDIVISION PLAN for Parcels 4A & 4B Dupont Red Lion Plant as recorded in the Office aforesaid on September 1, 2006 in Document No. 200609010084363.

93. | RECORD MINOR LAND DEVELOPMENT PLAN for Valero S02 Scrubber Project as recorded in the Office aforesaid on March 28, 2007 in Document No. 200703280028868.

94. | RECORD MINOR LAND DEVELOPMENT for Valero Major Projects Complex as recorded in the Office aforesaid on September 5, 2007 in Document No. 200709050078616.

95. | RECORD RESUBDIVISON PLAN for Parcels 4A & 4B DuPont Red Lion Plant as recorded in the Office aforesaid on October 3, 2008 in Document No. 200810030066570.

96. | LAND DEVELOPMENT IMPROVEMENT AGREEMENT by and between E.I. duPont de Nemours & Co. and New Castle County recorded July 14, 2004 in Document No. 200407140077517.

97. | Utility Easement Agreement as set forth in Document No. 20100205-0006285.

Section 2.1(c)

Rights of Way

R/W File No. |  | Document Type |  |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
0.3 |  |  | Easement |  |  | Walter R. Ellis, et ux. |  | Getty Pipeline, Inc. |  | Lands of Walter R. Ellis, et ux, located on the northwesterly side of DuPont Parkway or U.S. Rt. 13, and U.S. Rt. 40, New Castle Hundred |  | New Castle County, DE |  | 5/14/1981 |  | D.R. “S” 114/224 Doc. 6517
0.3 |  |  | Easement |  |  | Charles H. Evans, et al. |  | Getty Pipeline, Inc. |  | Lands of Charles H. Evans, et al., located on the northwesterly side of DuPont Parkway or U.S Rt. 13, and U.S. Rt. 40, New Castle Hundred |  | New Castle County, DE |  | 11/26/1980 |  | D.R. “P” 115/13 Doc. 482
0.3 |  |  | Easement |  |  | Better Homes Company of Delaware, Incorporated |  | Getty Pipeline, Inc. |  | Lands of Better Homes Company, located on the northwesterly side of DuPont Parkway or U.S. Rt. 13, and U.S. Rt. 40, New Castle Hundred |  | New Castle County, DE |  | 1/29/1981 |  | D.R. “P” 115/25 Doc. 485
0.3 |  |  | Easement |  |  | Farmers Bank of the State of Delaware, Wilmington, Delaware |  | Getty Pipeline, Inc. |  | Lands of the Farmers Bank of State of Delaware, located on the northwesterly side of U.S. Rt. #40, New Castle Hundred |  | New Castle County, DE |  | 11/20/1980 |  | D.R. “P” 115/34 Doc. 487
0.3 |  |  | Easement |  |  | Kay Wallis Sciarra, et al. |  | Getty Pipeline, Inc. |  | Fire Department lands located on the northwesterly side of the DuPont Parkway or U.S. Rt. 13 and U.S. Rt. 40 in New Castle Hundred |  | New Castle County, DE |  | 2/17/1982 |  | No Recording Data
0.3 |  |  | Easement |  |  | Chicago Bridge and Iron Company |  | Getty Pipeline, Inc. |  | Lands of Chicago Bridge and Iron Company, located in the County of New Castle, Delaware |  | New Castle County, DE |  | 9/20/1979 |  | D.R. “P” 107/15 Doc. 1955
0.12, 45, 65.5, 46X |  |  | Permit/ License |  |  | Secretary of the Army, Corps of Engineers |  | Getty Pipeline, Inc. |  | Christina River, Naamans Creek, State Canal, and Unnamed Title Ditch |  | New Castle County, DE |  | 1/6/1982 |  | No Recording Data

R/W File No. |  | Document Type |  |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
1.3 |  |  | Easement |  |  | Getty Refining and Marketing Company |  | Getty Pipeline, Inc. |  | A portion of lands of Getty Refining and Marketing Company located on State Hwy. #9 (Hamburg Corner River Road), Red Lion Hundred, and a tract of land lying South of the Right of line of Conrail Railroad property |  | New Castle County, DE |  | 3/6/1984 |  | D.R. 194/245 Doc. 10081
l.A |  |  | Lease |  |  | Getty Refining and Marketing Company |  | Getty Pipeline, Inc. |  | A 0.13 acre tract as more particularly outlined in Exhibit “A” attached to Surface Lease |  | New Castle County, DE |  | 3/6/1984 |  | D.R. 194/251 Doc. 10082
2.X |  |  | Permit/ License |  |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | Newark-Delaware City Running Track of Railroad at Val. Sta. 516+23, located 1505 feet East of Mile Post 10, at a point 0.25 of a mile east of the Station of Reybold |  | New Castle County, DE |  | 11/2/1981 |  | No Recording Data
2.X |  |  | Permit/ License |  |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | Newark-Delaware City Running Track of Railroad at Val. Sta. 507+78, located 660 feet East of Mile Post 10, at a point 0.09 of a mile east of the Station of Reybold |  | New Castle County, DE |  | 2/14/1983 |  | No Recording Data
3.A |  |  | Lease |  |  | Getty Refining and Marketing Company |  | Getty Pipeline, Inc. |  | A 3.4093 acre tract of land out of a part of a tract of land owned by Getty Refining and Marketing Company, situated in Red Lion Hundred |  | New Castle County, DE |  | 3/6/1984 |  | D.R. 194/225 Doc. 10083
3.L |  |  | Permit/ License |  |  | Delaware Department of Highways and Transportation |  | Getty Pipeline, Inc. |  | Combination entrance - exit facility to new pumping station from River Road (Road #378), Red Lion Hundred |  | New Castle County, DE |  | 8/15/1979 |  | No Recording Data
3.B |  |  | Easement |  |  | Getty Refining and Marketing Company |  | Getty Pipeline, Inc. |  | A portion of lands of Getty Refining and Marketing Company located on River Rd., Delaware Rt. 9, County Rd. 378, Red Lion Hundred |  | New Castle County, DE |  | 3/6/1984 |  | D.R. 194/240 Doc. 10080
3.C |  |  | Easement |  |  | Getty Refining and Marketing Company |  | Getty Pipeline, Inc. |  | A 2.008 acre tract of land owned by Getty Refining and Marketing Company in Red Lion Hundred |  | New Castle County, DE |  | 3/8/1983 |  | No Recording Data

R/W File No. |  | Document Type |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
4,6 |  | Easement |  | Diamond Shamrock Corporation |  | Getty Pipeline, Inc. |  | A portion of lands of Diamond Alkali Company located on River Rd., Delaware Rt. 9, County Rd. 378, Red Lion Hundred |  | New Castle County, DE |  | 10/1/1980 |  | D.R. 194/214 Doc. 10076
5 |  | Easement |  | The Chloramore Corporation |  | Getty Pipeline, Inc. |  | Lands of Pioneer Chloramone Corp., located on River Rd., Delaware Rt. 9, County Rd. 378, Red Lion Hundred |  | New Castle County, DE |  | 6/11/1980 |  | D.R. 194/222 Doc. 10077
7.L, 10.X, 12.X, 14.L1, 14.X1, 14.L2, 14.X2A (possibly need to omit - see below), 14.X2, 14.L3, 14.X4, 25.L1, 25.X2, 25.L2, 25.X3, 25.L3, 27.L1, 27.X1, 27.L2, 27.X2, 27.X3, 28.X, 30.A 34.X, 38.X, 40.X, 43.X, 47.X, 51.X, 53.AL, 59.X, and 67.X |  | Permit/ License |  | The Delaware Department of Transportation, Division of Highways |  | Getty Pipeline, Inc. |  | River Road, Delaware Rt. 9, and County Road 378, in Red Lion Hundred; River Road, Bear-Tybouts Corner Rd. (Road 381), U.S. Hwy 13 (DuPont Parkway), Old State Road, U.S. Hwy. 40, State Hwy. 273 (New Castle Frenchtown Turnpike) and State Highway 141 (Basin Rd.), I-295 (Farmhurst Interchange), I-495, Rogers Road and Heald Street, New Castle Avenue (State Hwy. 9), Terminal Thorofare, Christina Avenue, East 4th Street Ext., E 12th Street, Hay Road, All in New Castle Hundred; Edgemoor Road and Philadelphia Pike (U.S. Highway 13 and Road 24, Brandywine Hundred. |  | New Castle County, DE |  | 1/21/1983 |  | No Recording Data
8 |  | Easement Reserved in Deed |  | Tidewater Oil Company |  | Delmarva Power & Light Company |  | A 338.00 acre tract in New Castle Hundred |  | New Castle County, DE |  | 10/10/1966 |  | D.R. X77/502
8 |  | Partial Assignment |  | Texaco Refining and Marketing Inc. |  | Texaco Pipeline Inc. |  | A portion of a 338.00 acre tract located along the right of way of River Road, County Rd. 378, New Castle Hundred |  | New Castle County, DE |  | 8/31/1988 |  | D.R. 764/308 Doc. 10213
8 |  | Easement Reserved in Deed |  | Getty Refining and Marketing Company |  | Delmarva Power & Light Company |  | A 30.80 acre tract and a 42.20 acre tract, in New Castle Hundred |  | New Castle County, DE |  | 3/23/1978 |  | D.R. R100/324

R/W File No. |  | Document Type |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
8 |  | Partial Assignment |  | Texaco Refining and Marketing Inc. |  | Texaco Pipeline Inc. |  | A portion of a 30.80 acre tract located along the easterly right of way of Hamburg Corner, River Rd, County Rd. #378, New Castle Hundred |  | New Castle County, DE |  | 8/31/1988 |  | D.R. 764/311 Doc. 10214
8 |  | Partial Assignment |  | Texaco Refining and Marketing Inc. |  | Texaco Pipeline Inc. |  | A portion of a 42.20 acre tract located along River Rd., County Rd. #378, New Castle Hundred |  | New Castle County, DE |  | 8/31/1988 |  | D.R. 764/314 Doc. 10215
9, 11 |  | Easement |  | Getty Refining and Marketing Company |  | Getty Pipeline, Inc. |  | A portion of lands of Getty Refining and Marketing Company located on River Rd., Delaware Rt. 9, County Rd 378, and also located on the Southerly side of Tybouts Corner Rd., New Castle Hundred |  | New Castle County, DE |  | 3/6/1984 |  | D.R. 194/229 Doc. 10078
12.X |  | Permit/ License |  | The Delaware Department of Transportation, Division of Highways |  | Texaco Pipeline Inc. |  | Bear-Tybouts Corner Rd. (Road #381) crossing and right of way occupancy in New Castle Hundred |  | New Castle County, DE |  | 6/15/1988 |  | No Recording Data
13 |  | Easement |  | Stockton Development Company |  | Getty Pipeline, Inc. |  | A portion of land of Stockton Development Company located on DuPont Blvd., U.S. Rte. 13 and Bear Station-Tybouts Corner Rd., County Rd. 381, New Castle Hundred |  | New Castle County, DE |  | 7/18/1980 |  | D.R. 194/210 Doc. 10075
14.X2A |  | Permit/ License |  | State of Delaware Department of Transportation Real Estate Section |  | Getty Pipeline, Inc. |  | Possible surplus land on East and West sides of Hwy 13 between Liangolian Blvd. and U.S. 40 |  | New Castle County, DE |  | — |  | POSSIBLE GAP - No Recording Data
14.X3 |  | Permit/ License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | The New Castle Secondary Track of Railroad (formerly held by The Delaware Railroad Company) |  | New Castle County, DE |  | 3/3/1981 |  | No Recording Data
14.X3 |  | Permit/ License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | The New Castle Secondary Track of Railroad (formerly held by The Delaware Railroad Company) |  | New Castle County, DE |  | 3/3/1983 |  | No Recording Data

R/W File No. |  | Document Type |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
14.2A |  | Easement |  | 84 Lumber Company, now known as 84 Development Company |  | Getty Pipeline, Inc. |  | Lands of 84 Lumber Company, located on the southeasterly side of DuPont Parkway (U.S. Rt. 13), New Castle Hundred |  | New Castle County, DE |  | 3/14/1983 |  | DR. 194/39 Doc. 10034
ROW Numbers 15-24 skipped
26X |  | Permit/License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | Abandoned Railroad (Underpass), located southerly of I-295, New Castle Hundred |  | New Castle County, DE |  | — |  | GAP No Recording Data
ROW Number 29 skipped
30 |  | Easement |  | Robert J. Davis, et al. |  | Getty Pipeline, Inc. |  | Lands of Robert J. Davis, et al., located at the southeast corner of South Heald Street (U.S. Rt. #13A) and Rogers Rd (County Rd. #369), New Castle Hundred |  | New Castle County, DE |  | 2/28/1983 |  | D.R. 194/32 Doc. 10032
30.AL |  | Easement |  | Ashton Realty Corporation |  | Getty Pipeline, Inc. |  | Lands of Ashton Realty Corporation, located on the southeasterly side of Heald Street (U.S. Rt. 13-A) in New Castle Hundred |  | New Castle County, DE |  | 4/13/1983 |  | DR. 194/28 Doc. 10031
31 |  | Easement |  | First State Enterprises, Inc. |  | Getty Pipeline, Inc. |  | Southerly of Hwy l3/Heald St. and southwesterly of Consolidated Rail |  | New Castle County, DE |  | — |  | GAP No Recording Data
32.L |  | Permit/License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | The Delaware River Extension of Railroad (formerly held by Reading Company) |  | New Castle County, DE |  | 11/4/1981 |  | No Recording Data
ROW Number 33 skipped
35 |  | Permit/License |  | State of Delaware Department of Transportation Real Estate Section |  | Getty Pipeline, Inc. |  | Surplus land along I-495 between New Castle Ave. and Terminal Thorofare |  | New Castle County, DE |  | 1/10/1983 |  | GAP No Recording Data

R/W File No. |  | Document Type |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
36 |  | Easement |  | Christina Service Company |  | Getty Pipeline, Inc. |  | Lands of the Christina Service Company, located in “Eden Park,” New Castle Hundred |  | New Castle County, DE |  | 1/31/1983 |  | D.R. 194/36 Doc. 10033
36.A, 42,44 |  | Easement |  | Frederic A. Potts & Company, Inc. |  | Getty Pipeline, Inc. |  | Lands of Frederick A. Potts& Company, Inc., located at “Eden Park” on Albany Ave. at Interstate Rt. 495, New Castle Hundred; 0.907 acres, M/L, through the lands of Frederic A. Potts & Company, In., located on Christiana Ave., City of Wilmington; Lands of Frederic A. Potts & Company, Inc., located on Christiana Ave. at Interstate Route 495, City of Wilmington |  | New Castle County, DE |  | 3/30/1981 |  | D.R. 194/185 Doc. 10069
37 |  | Easement |  | The State of Delaware, Department of Transportation, Real Estate Section |  | Equilon Pipeline, L.L.C. |  | A 2,129 sq. ft. tract on lands of the State of Delaware located at Terminal Ave. and I-495 ramp |  | New Castle County, DE |  | 11/13/2000 |  | D.R. 2934/341 Doc. 083064
39 |  | Easement |  | I-95 Limited Partnership |  | Getty Pipeline, Inc. |  | Lands of I-95 Limited Partnership, located at “Eden Park,” New Castle Hundred |  | New Castle County, DE |  | 1/19/1983 |  | D.R. 194/43 Doc. 10035
40 |  | Permit/ License |  | State of Delaware Department of Transportation Real Estate Section |  | Getty Pipeline, Inc. |  | Possible surplus land along I-495 between I-95 Limited Partnership and Consolidated Rail |  | New Castle County, DE |  | N/A |  | POSSIBLE GAP No Recording Data
41.X |  | Permit/ License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | The New Castle Secondary Track of Railroad (formerly held by The Delaware Railroad Company) |  | New Castle County, DE |  | 11/5/1981 |  | No Recording Data
42, 57 |  | Permit/ License |  | Delmarva Power & Light Company |  | Getty Pipeline, Inc. |  | A certain tract land now or formerly owned by The Pyrites Co. Inc., & PB&W, RR Co. on which Delmarva has secured a perpetual easement as recorded in New Castle County records, Book M-27, Pg. 126 and M-90, Pg. 622 |  | New Castle County, DE |  | 4/6/1984 |  | D.R. “I” 126/241 Doc. 3307

R/W File No. |  | Document Type |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
42.X |  | Permit/ License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | Pipeline crossing tracks of the Christiana Avenue Industrial Track of Railroad (formerly held by Reading Company) |  | New Castle County, DE |  | 11/6/1981 |  | No Recording Data
45, 47, 51 |  | Easement |  | The City of Wilmington, a municipal corporation of the State of Delaware |  | Getty Pipeline, Inc. |  | Property of the City of Wilmington, known as the Christina River, City of Wilmington, New Castle County, Delaware (Southwest side of the Christina River); A portion of land of the City of Wilmington located along the SE side of North bound lanes of I-495, Cherry Island, and a tract bounded on the North by State of Delaware and on the East by E. 12th Street |  | New Castle County, DE |  | 11/8/1982 |  | D.R. 206/136 Doc. 11049
46 |  | Easement |  | The Secretary of the Army |  | Getty Pipeline, Inc. |  | Lands under the control of the Secretary of the Army known as Tract 102 and Consent for easement on Tract 101 leased from the City of Wilmington, Wilmington Harbor Disposal Area, Delaware |  | New Castle County, DE |  | 3/21/1984 |  | No Recording Data
46 |  | Supplement al Agreement |  | The Secretary of the Army |  | Texaco Pipeline, Inc. |  | Lands under the control of the Secretary of the Army known as Tract 102 and Consent for easement on Tract 101 leased from the City of Wilmington, Wilmington Harbor Disposal Area, Delaware |  | New Castle County, DE |  | 9/22/1987 |  | No Recording Data
48, 52 |  | Easement |  | Delmarva Power & Light Company |  | Getty Pipeline, Inc. |  | A portion of land of Delmarva Power & Light Company, Cherry Island Marsh in City of Wilmington and Brandywine Hundred |  | New Castle County, DE |  | 4/6/1984 |  | D.R. 194/234 Doc. 10079
49 |  | Easement |  | Willis Weldin, et al. |  | Getty Pipeline, Inc. |  | Lands of R. Arnold Boyer, et al, in City of Wilmington |  | New Castle County, DE |  | 8/25/1980 |  | D.R. 194/202 Doc. 10073
49A |  | Easement |  | Possibly Hugh M. Mahaffy, et al |  | Getty Pipeline, Inc. |  | (tract shown on alignment sheet) |  | New Castle County, DE |  | N/A |  | POSSIBLE GAP No Recording Data

R/W File No. |  | Document Type |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
50 |  | Permit/ License |  | State of Delaware Department of Transportation Real Estate Section |  | Getty Pipeline, Inc. |  | Possible surplus land along I-495 on both sides of E. 12th Street Extension |  | New Castle County, DE |  | N/A |  | POSSIBLE GAP No Recording Data
53.X |  | Permit/ License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | Edgemoor Track of Railroad (formerly held by The Philadelphia, Baltimore, and Washington Railroad Company) |  | New Castle County, DE |  | 11/9/1981 |  | No Recording Data
53.X |  | Permit/ License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | Edgemoor Track of Railroad (formerly held by The Philadelphia, Baltimore, and Washington Railroad Company) |  | New Castle County, DE |  | 2/14/1983 |  | No Recording Data
ROW Number 54 skipped
55.X |  | Permit/ License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | Edgemoor Track of Railroad (formerly held by The Philadelphia, Baltimore, and Washington Railroad Company) |  | New Castle County, DE |  | 11/10/1981 |  | No Recording Data
55.X |  | Permit/ License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | Edgemoor Track of Railroad (formerly held by The Philadephia, Baltimore, and Washington Railroad Company) |  | New Castle County, DE |  | 2/14/1983 |  | No Recording Data
56 |  | Easement |  | Todds Lane Realty Corporation |  | Getty Pipeline, Inc. |  | Lands of Todds Lane Realty Corporation in Branywine Hundred |  | New Castle County, DE |  | 6/5/1981 |  | D.R. “I” 120/25 D.R. 194/198 Doc. 10072
57 |  | Easement |  | George H. Huber |  | Getty Pipeline, Inc. |  | Lands of George H. Huber in Brandywine Hundred |  | New Castle County, DE |  | 6/5/1981 |  | D.R. “I” 120/29 D.R. 194/194 Doc. 10071
58, 60 |  | Easement |  | E.I. DuPont De Nemours and Company |  | Getty Pipeline, Inc. |  | Lands of E.I. Du Pont De Nemours and Company in Brandywine Hundred |  | New Castle County, DE |  | 1/31/1983 |  | D.R. 194/60 Doc. 10038
61 |  | Easement |  | IKO Manufacturing, Inc., et al. |  | Getty Pipeline, Inc. |  | Lands of IKO Manufacturing, Inc., et al., in Brandywine Hundred |  | New Castle County, DE |  | 9/26/1980 |  | D.R. 194/191 Doc. 10070

R/W File No. |  | Document Type |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
61 |  | Easement |  | IKO Manufacturing, Inc. |  | Getty Pipeline, Inc. |  | Lands of IKO Manufacturing, Inc., in Brandywine Hundred |  | New Castle County, DE |  | 5/21/1985 |  | D.R. 511/69 Doc. 02438
61 |  | Encroachment Agreement |  | Texaco Pipeline, Inc. |  | IKO Production Inc. |  | The right to construct a railroad spur bridge over and across the right of way and pipeline as granted in Book 194, Pg. 191 |  | New Castle County, DE |  | 6/20/1995 |  | D.R. 2114/214 Doc. 065153
62.X |  | Permit/ License |  | Consolidated Rail Corporation |  | Getty Pipeline, Inc. |  | Roadway and tracks of the Shellpot Secondary Track of Railroad (formerly held by The Philadelphia, Baltimore and Washington Railroad) |  | New Castle County, DE |  | 11/11/1981 |  | No Recording Data
63.X1, 63.L1, 63.X2, 63.L2, 65.L, 70.X. |  | Easement |  | National Railroad Passenger Corporation |  | Getty Pipeline, Inc. |  | All that certain parcel of land situated adjoining the Grantor’s right of way in Brandywine Hundred, New Castle County, DE as more particularly shown on the plans designated Exhibit “A” |  | New Castle County, DE |  | 2/24/1982 |  | No Recording Data
64 |  | Easement |  | Northern Delaware Industrial Development Corporation of Claymont, Delaware |  | Getty Pipeline, Inc. |  | Lands of Northern Delaware Industrial Development Corporation (Phoenix Steel) located in Brandywine Hundred |  | New Castle County, DE |  | 2/22/1983 |  | D.R. 194/46 Doc. 10036
64 |  | Subordination of Lien |  | Girard Bank Delaware |  | Getty Pipeline, Inc. |  | Lands of Northern Delaware Industrial Development Corporation (Phoenix Steel) located in Brandywine Hundred |  | New Castle County, DE |  | 2/23/1983 |  | No Recording Data
66 |  | Easement |  | Airco, Inc. |  | Getty Pipeline, Inc. |  | Lands of Air Reduction Co., Inc., located on the Philadelphia Pike (U.S. Rt. 13 and Co. Rd. 24) in Brandywine Hundred |  | New Castle County, DE |  | 10/8/1980 |  | D.R. 194/205 Doc. 10074
68 |  | Easement |  | Allied Corporation |  | Getty Pipeline, Inc. |  | Lands of Allied Chemical Corporation, Industrial Chemicals Division located along and southeast of a railroad right of way for Amtrak-Northeast Corridor, between the |  | New Castle County, DE |  | 5/18/1982 |  | D.R. 194/50 Doc. 10037

R/W File No. |  | Document Type |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
|  |  |  |  |  |  |  | Philadelphia Pike (U.S. Rt. #13 or County Road #24) and the Pennsylvania-Delaware State line, Brandywine Hundred; |  |  |  |  |  |
68 |  | Letter Agreement |  | Texaco Pipeline, Inc. |  | Sun Refining & Marketing Company |  | Lands of Allied Chemical Corporation, Industrial Chemicals Division located along and southeast of a railroad right of way for Amtrak-Northeast Corridor, between the Philadelphia Pike (U.S. Rt #13 or County Road #24) and the Pennsylvania-Delaware State line, Brandywine Hundred |  | New Castle County, DE |  | 9/7/1989 |  | No Recording Data
69 |  | Easement |  | Allied Corporation |  | Getty Pipeline, Inc |  | A 10 foot wide strip of land containing 0.366 acres being a part of the Lands of Allied Corporation, and lying along the southeasterly side of a railroad right of way for Amtrak at the Delaware-Pennsylvania State Line, Marcus Hook Boro |  | Delaware County, PA |  | 5/18/1982 |  | D.R. 194/50 New Castle County, DE
70.X |  | Easement |  | National Railroad Passenger Corporation |  | Getty Pipeline, Inc |  | Amtrak tracks in Marcus Hook Boro |  | Delaware County, PA |  | 2/24/1982 |  | No Recording Data
71, 73, 75, 77, 79, 81, 87. |  | Pipeline Occupancy Agreement |  | Sun Refining and Marketing Co. |  | Getty Pipeline, Inc |  | Lands of Sun Refining and Marketing Co. located at Tenn Penn Center, 1801 Market Street, Philadelphia, PA 19103-1699 in the Upper Chichester Township and the Lower Chichester Township |  | Delaware County, PA |  | 4/1/1983 |  | D.R. 156/974 Doc. 081370
72.X |  | Permit/ License |  | Pennsylvania Department of Transportation |  | Getty Pipeline, Inc |  | Ridge Avenue in Lower Chichester Township |  | Delaware County, PA |  | 11/10/1979 |  | No Recording Data
72.X |  | Permit/ License |  | Pennsylvania Department of Transportation |  | Getty Pipeline, Inc |  | Ridge Avenue in Lower Chichester Township |  | Delaware County, PA |  | 4/18/1983 |  | No Recording Data
74.X |  | Permit/ License |  | Pennsylvania Department of Transportation |  | Getty Pipeline, Inc |  | Blueball Ave. in Lower Chichester Township |  | Delaware County, PA |  | 11/6/1979 |  | No Recording Data

R/W File No. |  | Document Type |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
74.X |  | Permit/ License |  | Pennsylvania Department of Transportation |  | Getty Pipeline, Inc |  | Blueball Ave. in Lower Chichester Township |  | Delaware County, PA |  | 4/26/1983 |  | No Recording Data
76.X |  | Permit/ License |  | Pennsylvania Department of Transportation |  | Getty Pipeline, Inc |  | Chichester Ave. in Upper Chichester Township |  | Delaware County, PA |  | 11/6/1979 |  | No Recording Data
76.X2 |  | Permit/ License |  | Upper Chichester Township, Delaware County, Pennsylvania |  | Getty Pipeline, Inc |  | Johnson Ave. in Upper Chichester Township |  | Delaware County, PA |  | 4/25/1983 |  | No Recording Data
78.X |  | Permit/ License |  | Pennsylvania Department of Transportation |  | Getty Pipeline, Inc |  | Market Street in Upper Chichester Township |  | Delaware County, PA |  | 11/10/1979 |  | No Recording Data
80.X |  | Permit/ License |  | Pennsylvania Department of Transportation |  | Getty Pipeline, Inc |  | 1-95 in Upper Chichester Township |  | Delaware County, PA |  | 11/20/1979 |  | No Recording Data
82.X |  | Permit/ License |  | The Baltimore and Ohiio Railroad Company |  | Getty Pipeline, Inc |  | Railroad crossing located south of Conchester Pike, Upper Chichester Township |  | Delaware County, PA |  | 10/30/1979 |  | No Recording Data
83 |  | Easement |  | D & J Cappelli Trucking |  | Getty Pipeline, Inc |  | Lands of D & J Trucking located in Upper Chichester Township |  | Delaware County, PA |  | — |  | POSSIBLE GAP - No Recording Data
84 |  | Easement |  | B P Oil, Inc. |  | Getty Pipeline, Inc |  | Lands of B.P. Oil, Inc. located adjacent to the existing Sun Oil Company pipe rack between the Chesapeake and Ohio, Baltimore and Ohio, and Western Maryland Railroads right of way and U.S. RL. 322 (Conchester Pike) in Upper Chichester Township |  | Delaware County, PA |  | 5/10/1983 |  | D.R. 77/1468
86.X |  | Permit/ License |  | Pennsylvania Department of Transportation |  | Getty Pipeline, Inc |  | Conchester Pike in Upper Chichester Township |  | Delaware County, PA |  | 11/6/1979 |  | No Recording Data

R/W File No. |  | Document Type |  | Grantor |  | Grantee |  | Description |  | County, ST |  | Document Date |  | Recording Data
86.X |  | Permit/ License |  | Pennsylvania Department of Transportation |  | Getty Pipeline, Inc |  | Conchester Pike (State Highway #322) in Upper Chichester Township |  | Delaware County, PA |  | 4/20/1983 |  | No Recording Data
87A |  | License & Connection Agreement |  | Sunoco |  | The Premcor Pipeline Co. |  | The existing Occupation Agreement terminates inside the Twin Oaks Station but upstream from our existing trap and piping. An approved drawing has been submitted to Sunoco for the purposes re: the connection agreement. & license agreement. The License Agreement has been drafted and submitted to Sunoco; however, the Connection Agreement has not. |  | Delaware County, PA |  | N/A |  | GAP No Recording Data

[End of Chart]

Schedule 2.2(f)

Retained Parts and Spares

Notwithstanding anything to the contrary herein, any personal property in this schedule that is installed (as opposed to stored in a laydown yard, warehouse or other similar location) in the Refinery is to be construed as part of the Assets and not Retained Parts and Spares.

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501449141 |  | Flowserve - Butterfly Control Valve |  | 0188 |  | 5112050182 |  |  | 1.000 |  |  |  | 18,992.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501450049 |  | CPC Int Crude Vacuum Tower Bottoms Pump |  | 0368 |  | 5112104286 |  |  | 2.000 |  |  |  | 256,417.8X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501469637 |  | 16” GATE 300# RF 316 SS |  | 0280 |  | 5111998813 |  |  | 1.000 |  |  |  | 43,983.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501522166 |  | 6” 300# RTJ WN FLANGE STD BORE |  | 0158 |  | 5112018906 |  |  | 1.000 |  |  |  | 1,717.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501522166 |  | 8” 300# RTJ WN FLANGE STD BORE |  | 0158 |  | 5112018906 |  |  | 1.000 |  |  |  | 2,882.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501536976 |  | 1-1/2 KITZ 300UMAM 300# BODY: 316 STAINL |  | 0188 |  | 5112037286 |  |  | 1.000 |  |  |  | 646.8X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501536976 |  | 2 KITZ 300UMAM 300# BODY: 316 STAINLESS |  | 0188 |  | 5112037286 |  |  | 1.000 |  |  |  | 782.2X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501536977 |  | 4 T-316300# RTJ W/N FLG STD BORE |  | 0175 |  | 5112122362 |  |  | 1.000 |  |  |  | 825.8X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501549270 |  | Schuff Steel - Orifice Bore Calc |  | 0155 |  | 5112453573 |  |  | 3.000 |  |  |  | 240.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501549270 |  | Schuff Steel - Orifice Plate 21FO9200ABA |  | 0155 |  | 5112453573 |  |  | 1.000 |  |  |  | 60.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501549270 |  | Schuff Steel - Orifice Plate 21FO9200ABB |  | 0155 |  | 5112453573 |  |  | 1.000 |  |  |  | 60.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501549270 |  | Schuff Steel - Orifice Plate 21FO9200ABF |  | 0155 |  | 5112453573 |  |  | 1.000 |  |  |  | 60.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501552006 |  | Tri-State Tech - 21PI9400ACK Press Gauge |  | 0270 |  | 5112310519 |  |  | 1.000 |  |  |  | 719.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501552006 |  | Tri-State Tech - 21PI9400ACQ Press Gauge |  | 0270 |  | 5112310519 |  |  | 1.000 |  |  |  | 719.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501583575 |  | O-Ring 13-3/16” ID x .139”CS Viton |  | 0125 |  | 5112303803 |  |  | 4.000 |  |  |  | 183.6X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501583575 |  | O-Ring 13-3/16” ID x .210”CS Viton |  | 0125 |  | 5112303803 |  |  | 10.000 |  |  |  | 834.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501583575 |  | Service/Call In |  | 0125 |  | 5112303803 |  |  | 2.000 |  |  |  | 600.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump - 21-P-13C Spare - Case Ring |  | 0368 |  | 5112882537 |  |  | 1.000 |  |  |  | 2,360.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump - 21-P-13C Spare - IMP Ring |  | 0368 |  | 5112882537 |  |  | 2.000 |  |  |  | 3,840.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump - 21-P-13C Spare - Shaft |  | 0368 |  | 5112882537 |  |  | 1.000 |  |  |  | 12,750.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump - 21-P-13C Spare - Cover Ring |  | 0368 |  | 5112882537 |  |  | 1.000 |  |  |  | 2,360.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump - 21-P-13C Spare Bearing Isolator |  | 0368 |  | 5112882537 |  |  | 4.000 |  |  |  | 1,440.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump - 21-P-13C Spare Bearing Shoulder |  | 0368 |  | 5112882537 |  |  | 1.000 |  |  |  | 170.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump - 21-P-13C Spare Brg Cover Gasket |  | 0368 |  | 5112882537 |  |  | 4.000 |  |  |  | 220.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump - 21-P-13C Spare Case Gasket |  | 0368 |  | 5112882537 |  |  | 2.000 |  |  |  | 360.0X |

Schedule 2.2(f) – Page 1

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump-21-P-13C Spare Impellar Nut |  | 0368 |  | 5112882537 |  |  | 1.000 |  |  |  | 2,240.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump-21-P-13C Spare Inner Case Gaske |  | 0368 |  | 5112882537 |  |  | 2.000 |  |  |  | 260.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump-21-P-13C Spare Radial Bearing S |  | 0368 |  | 5112882537 |  |  | 1.000 |  |  |  | 1,060.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump-21-P-13C Spare Thrust Bearing S |  | 0368 |  | 5112882537 |  |  | 1.000 |  |  |  | 1,060.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump-21-P-13C Spare-Center Sleeve |  | 0368 |  | 5112882537 |  |  | 1.000 |  |  |  | l,480.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump-21-P-l3C Spare-Throat Bushing |  | 0368 |  | 5112882537 |  |  | 2.000 |  |  |  | 960.0X |
DCR New vac Tower Bttms Pump 21-P-13-C |  | 4501606964 |  | CPC Pump-21-P-13C Spare-Throat Bushing H |  | 0368 |  | 5112882537 |  |  | 2.000 |  |  |  | 1,560.0X |
FCCU Feed Nozzles |  | 4501720358 |  | FCO for welded Flgs @ Fab Shop |  | 0399 |  | 5112882537 |  |  | 1.000 |  |  |  | 30,000.0X |
FCCU Feed Nozzles |  | 4501720358 |  | Lummus Feed Injectors |  | 0399 |  | 5113200014 |  |  | 1.000 |  |  |  | 911,000.X |
FCCU Feed Nozzles |  | 4501748229 |  | Documentation |  | 0399 |  | 5113106528 |  |  | 1.000 |  |  |  | 2,603.0X |
FCCU Feed Nozzles |  | 4501748229 |  | Estimated Freight |  | 0399 |  | 5113106528 |  |  | 1.000 |  |  |  | 3,438.2X |
FCCU Feed Nozzles |  | 4501748229 |  | Outside Source Inspection |  | 0399 |  | 5113106528 |  |  | 1.000 |  |  |  | 680.0X |
FCCU Feed Nozzles |  | 4501748229 |  | PMI on 20 Units |  | 0399 |  | 5113106528 |  |  | 1.000 |  |  |  | 1,717.0X |
FCCU Feed Nozzles |  | 4501748229 |  | Vortex Flow Meters |  | 0399 |  | 5113106528 |  |  | 20.000 |  |  |  | 98,235.0X |
FCCU Feed Nozzles |  | 4501748521 |  | NPS 6” Y-Strainer for 175# Steam |  | 0120 |  | 5113126769 |  |  | 1.000 |  |  |  | 1,432.0X |
FCCU Feed Nozzles |  | 4501762312 |  | A-24H2008SS6LP ENCLOSURE |  | 0220 |  | 51l3042742 |  |  | 1.000 |  |  |  | 809.8X |
FCCU Feed Nozzles |  | 4501762312 |  | A24P20SS6 SUB PANEL |  | 0215 |  | 5113042742 |  |  | 1.000 |  |  |  | 138.9X |
FCCU Feed Nozzles |  | 4501762930 |  | 1/2” FNPT X FNPT Coupling, 316SS |  | 0299 |  | 5113088655 |  |  | 12.000 |  |  |  | 49.44 |
FCCU Feed Nozzles |  | 4501762930 |  | Noshok Pigtail Syphon |  | 0299 |  | 5113050570 |  |  | 12.000 |  |  |  | 1,351.6X |
FCCU Feed Nozzles |  | 4501762930 |  | Part No.250471 |  | 0299 |  | 5113088655 |  |  | 11.000 |  |  |  | 1,612.0X |
FCCU Feed Nozzles |  | 4501762930 |  | US Gauge Pressure Gauge |  | 0299 |  | 5113088655 |  |  | 12.000 |  |  |  | 760.6X |
FCCU Feed Nozzles |  | 4501762930 |  | US Gauge Pressure Gauge |  | 0299 |  | 5113123795 |  |  | 11.000 |  |  |  | 689.0X |
FCCU Feed Nozzles |  | 4501763518 |  | Din Rail Terminal Blocks |  | 0299 |  | 5113083547 |  |  | 106.000 |  |  |  | 95.6X |
FCCU Feed Nozzles |  | 4501763518 |  | Din Rail Terminal Blocks 6.2 mm |  | 0299 |  | 5113083547 |  |  | 20.000 |  |  |  | 16.8X |
FCCU Feed Nozzles |  | 4501763518 |  | Din Rail Terminal Blocks Market PEN |  | 0299 |  | 5113083547 |  |  | 2.000 |  |  |  | 33.4X |
FCCU Feed Nozzles |  | 4501763959 |  | Control Valve |  | 0280 |  | 5113172846 |  |  | 1.000 |  |  |  | 26,254.8X |
FCCU Feed Nozzles |  | 4501769980 |  | Compression Term Assembly, FBM201 |  | 0299 |  | 5113114403 |  |  | 3.000 |  |  |  | 251.9X |
FCCU Feed Nozzles |  | 4501769980 |  | FBM201 Channel Isolated 8 Input 0-20 mA |  | 0299 |  | 5113114403 |  |  | 3.000 |  |  |  | 3,188.1X |
FCCU Feed Nozzles |  | 4501769980 |  | FBM2xx Type 1 Term Cable, 3 Meters |  | 0299 |  | 5113114403 |  |  | 3.000 |  |  |  | 169.6X |
FCCU Feed Nozzles |  | 4501772548 |  | Feed Injector Piping Fabrication |  | 0155 |  | 5113186047 |  |  | 1.000 |  |  |  | 321,146.0X |
FCCU Feed Nozzles |  | 4501777634 |  | 23-750-IS-001 Triple Instr Stand |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 1,411.1X |

Schedule 2.2(f) – Page 2

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Feed Nozzles |  |  | 4501777634 |  |  | 23-750-IS-002 Single Instr Stand |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 295.5X |
FCCU Feed Nozzles |  |  | 4501777634 |  |  | 23-750-SH-001 Spring Hanger |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 660.0X |
FCCU Feed Nozzles |  |  | 4501777634 |  |  | 23-750-SH-002 Spring Hanger |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 988.4X |
FCCU Feed Nozzles |  |  | 4501777634 |  |  | 23-750-SH-003 Spring Hanger |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 708.7X |
FCCU Feed Nozzles |  |  | 4501777634 |  |  | 23-750-SH-004 Spring Hanger |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 1,136.6X |
FCCU Feed Nozzles |  |  | 4501777634 |  |  | 23-750-SH-005 Spring Hanger |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 511.7X |
FCCU Feed Nozzles |  |  | 4501777634 |  |  | 23-750-SH-006 Spring Hanger |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 899.3X |
FCCU Feed Nozzles |  |  | 4501777634 |  |  | 23-750-SH-007 Spring Hanger |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 544.8X |
FCCU Feed Nozzles |  |  | 4501777634 |  |  | 23-750-SH-008 Spring Hanger |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 761.2X |
FCCU Feed Nozzles |  |  | 4501777634 |  |  | Misc Structural Steel |  | 0330 |  | 5113210828 |  |  | 1.000 |  |  |  | 7,351.5X |
FCCU Feed Nozzles |  |  | 4501791580 |  |  | MBS12112 l/2X1-1/2 SS BOLT 24 PAIR I 8AWG IND & OVERALL SHIELD |  | 0330 |  | 5113190660 |  |  | l00.000 |  |  |  | 75.00 |
FCCU Feed Nozzles |  |  | 4501792084 |  |  | 300 V |  | 0225 |  | 5113190661 |  |  | 260.000 |  |  |  | 1,099.8X |
FCCU Feed Nozzles |  |  | 4501792084 |  |  | 590.1-1/2 ALUM BODY COVER |  | 0250 |  | 5113190063 |  |  | 8.000 |  |  |  | 14.08X |
FCCU Feed Nozzles |  |  | 4501792084 |  |  | GASK1945 1-1/2 BODY GASKET |  | 0215 |  | 5113190111 |  |  | 8.000 |  |  |  | 14.1X |
FCCU Feed Nozzles |  |  | 4501792084 |  |  | MBS12114 1/2Xl-l/4 SS BOLT |  | 0215 |  | 5113190661 |  |  | 100.000 |  |  |  | 73.0X |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | 30-030 ANTI OXIDANT COMPOUND |  | 0250 |  | 5113190155 |  |  | 1.000 |  |  |  | 18.59 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | B104SS4 INSIDE SS L STRUT BRACKET |  | 0225 |  | 5113190609 |  |  | 6.000 |  |  |  | 62.04 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | B143-SS4 FLAT SS L STRUT BRACKET |  | 0225 |  | 5113192781 |  |  | 6.000 |  |  |  | 156.3X |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | B2012-SS4 1-1/2 SS STRUT STRAP |  | 0225 |  | 5113192809 |  |  | 16.000 |  |  |  | 48.96 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | B202SS4 1/2 SS SQUARE WASHER |  | 0225 |  | 5113191012 |  |  | 4.000 |  |  |  | 15.44 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | BG805 1-1/2 INS GROUNDING BUSHING |  | 0215 |  | 5113190152 |  |  | 2.000 |  |  |  | 8.64 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | LB59 1-1/2 ALUM LB CONDUIT BODY |  | 0250 |  | 5113190155 |  |  | 6.000 |  |  |  | 60.60 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | LCC5 1-1/2-IN CABLE TRAY CLAMP |  | 0250 |  | 5113191012 |  |  | 2.000 |  |  |  | 65.52 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | LWS12 1/2 SS LOCKWASHER |  | 0205 |  | 5113191012 |  |  | 100.000 |  |  |  | 14 .0X |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | N225-SS6 1/2 SS SPRING NUT |  | 0225 |  | 5113191012 |  |  | 24.0 00 |  |  |  | 84.48 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | RE51 l-1/2X1/2 REDUCER |  | 0215 |  | 5113190155 |  |  | 1.000 |  |  |  | 3.21 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | STA5 1-1/2 ALUM INS HUB |  | 0250 |  | 5113190155 |  |  | 2.000 |  |  |  | 10.18 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | T59 1-1/2 ALUM T CONDUIT BODY |  | 0250 |  | 5113190155 |  |  | 2.000 |  |  |  | 24.52 |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | VA-11201-SS316X10 6-1/2-IN SS BACK TO BA |  | 0225 |  | 5113201788 |  |  | 20.000 |  |  |  | 1,066.4X |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | VA-1 SSXIO 1-5/8 SOLID SS STRUT |  | 0225 |  | 5113201788 |  |  | 20.000 |  |  |  | 188.8X |
FCCU Feed Nozzles |  |  | 4501793498 |  |  | VL4PLH-SSX1O 7/8 SLOTTED SS STRUT |  | 0225 |  | 5113201788 |  |  | 20.000 |  |  |  | 106.4X |

Schedule 2.2(f) – Page 3

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Feed Nozzles |  | 4501795814 |  | 1/2” plate 4’ x 8’ A36 BARE |  | 0330 |  | 5113185877 |  |  | 1.000 |  |  |  | 324.3X |
FCCU Feed Nozzles |  | 4501795814 |  | 2” x 2” x 1/4” angle x 20’ A36 BARE |  | 0330 |  | 5113185877 |  |  | 1.000 |  |  |  | 41.0X |
FCCU Feed Nozzles |  | 4501795814 |  | 3/8” plate 4’ x 8’A36 BARE |  | 0330 |  | 5113185877 |  |  | 1.000 |  |  |  | 243.0X |
FCCU Feed Nozzles |  | 4501795814 |  | 4” x 4” X 3/8 angle x 20’ A36 BARE |  | 0330 |  | 5113185877 |  |  | 1.000 |  |  |  | 137.2X |
FCCU Feed Nozzles |  | 4501795814 |  | mc 12 x 10.6 x 20’A36 BARE |  | 0330 |  | 5113196144 |  |  | 2.000 |  |  |  | 466.0X |
FCCU Feed Nozzles |  | 4501795814 |  | w 14 x 38 x 30’ A36 BARE |  | 0330 |  | 5113196144 |  |  | 2.000 |  |  |  | 1,390.0X |
FCCU Feed Nozzles |  | 4501795814 |  | w 5 x 16 x 20’ A36 BARE |  | 0330 |  | 5113196144 |  |  | 2.000 |  |  |  | 504.0X |
FCCU Feed Nozzles |  | 4501801673 |  | 1-1/2 RIGID ALUM CONDUIT |  | 0215 |  | 5113203658 |  |  | 130.000 |  |  |  | 413.4X |
FCCU Feed Nozzles |  | 4501804187 |  | 3/4” PLATE CS 18” DIAMETER DISC |  | 0330 |  | 5113213443 |  |  | 2.000 |  |  |  | 400.0X |
FCCU Gas Plant Low Line |  | 4501415609 |  | Dresser-Rand 24-K-l& 24-K-2 |  | 0315 |  | 5111580319 |  |  | 2.000 |  |  |  | 3,000,000.XX |
FCCU Gas Plant Low Line |  | 4501479217 |  | Change Notice: Dresser - Freight Charges |  | 0315 |  | 5112827690 |  |  | 1.000 |  |  |  | 2,514.6X |
FCCU Gas Plant Low Line |  | 4501479217 |  | Change Notice: Dresser Rand HP/LP Turbin |  | 0315 |  | 5112256587 |  |  | 1.000 |  |  |  | 131,006.XX |
FCCU Gas Plant Low Line |  | 4501479217 |  | Change Notice: Dresser Rand Lube Oil Con |  | 0315 |  | 5112537791 |  |  | 1.000 |  |  |  | 57,738.0X |
FCCU Gas Plant Low Line |  | 4501479217 |  | Change Notice: Dresser: Freight |  | 0315 |  | 5112607733 |  |  | 1.000 |  |  |  | 4,472.6X |
FCCU Gas Plant Low Line |  | 4501479217 |  | Change Notice: Dresser-Rand |  | 0315 |  | 5111834444 |  |  | 1.000 |  |  |  | 6,864,227.2X |
FCCU Gas Plant Low Line |  | 4501479217 |  | Dresser Rand - Freight for Shipment of S |  | 0315 |  | 5112868939 |  |  | 1.000 |  |  |  | 1,092.3X |
FCCU Gas Plant Low Line |  | 4501479217 |  | Dresser Rand - Long Term Storage Boxing |  | 0315 |  | 5112537791 |  |  | 1.000 |  |  |  | 15,812.0X |
FCCU Gas Plant Low Line |  | 4501554581 |  | Koch-Glitsch - Cancellation Charge |  | 0395 |  | 5112634112 |  |  | 3.000 |  |  |  | 29,305.0X |
FCCU Gas Plant Low Line |  | 4501564691 |  | Alps Welding-24-D-126 Drum Pmt 1 |  | 0395 |  | 5112341579 |  |  | 1.000 |  |  |  | 44,561.0X |
FCCU Gas Plant Low Line |  | 4501564691 |  | Alps Welding - Cancellation Charge |  | 0395 |  | 5112522707 |  |  | 1.000 |  |  |  | 83,679.7X |
FCCU Gas Plant Low Line |  | 4501568921 |  | Koch Glitsch - Cancel Separation Order |  | 0395 |  | 5112586008 |  |  | 1.000 |  |  |  | 13,800.0X |
FCCU Gas Plant Low Line |  | 4501571788 |  | CPC - Pumps and Motors Pmt 1 |  | 0368 |  | 5112422825 |  |  | 1.000 |  |  |  | 13,141.7X |
FCCU Nox Scrubber Tech II |  | 4501565736 |  | Harrington Robb - Lightnin Mixer Freight |  | 0360 |  | 5112399707 |  |  | 2.000 |  |  |  | 6,240.0X |
FCCU Nox Scrubber Tech II |  | 4501565736 |  | Harrington Robb - Lightnin Mixer |  | 0360 |  | 5112610364 |  |  | 1.000 |  |  |  | 248,179.XX |
FCCU Nox Scrubber Tech II |  | 4501602646 |  | CO-011 Powell - Transducers to Doors |  | 0220 |  | 5112878280 |  |  | 1.000 |  |  |  | 6,436.0X |
FCCU Nox Scrubber Tech II |  | 4501602646 |  | Powell - Breakers - Prelim Site Visit |  | 0220 |  | 5112581591 |  |  | 2.000 |  |  |  | 4,753.0X |
FCCU Nox Scrubber Tech II |  | 4501602646 |  | Powell - Current Transf CT Ratio 1200/5A |  | 0220 |  | 5112878280 |  |  | 1.000 |  |  |  | 5,610.0X |
FCCU Nox Scrubber Tech II |  | 4501602646 |  | Powell - Current Transf CT Ratio 3000/5A |  | 0220 |  | 5112878280 |  |  | 1.000 |  |  |  | 7,230.0X |
FCCU Nox Scrubber Tech II |  | 4501602646 |  | Powell - Painted Steel Front Door |  | 0220 |  | 5112878280 |  |  | 1.000 |  |  |  | 30,197.0X |
FCCU Nox Scrubber Tech II |  | 4501602646 |  | Powell - Supervise & Inspect Breakers |  | 0220 |  | 5112878280 |  |  | 1.000 |  |  |  | 9,286.0X |
FCCU Nox Scrubber Tech II |  | 4501602646 |  | Powell - Vacuum Replacement Breaker |  | 0220 |  | 5112878280 |  |  | 1.000 |  |  |  | 33,333.0X |

Schedule 2.2(f) – Page 4

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  | 4501603904 |  | CO-047 Powell Supplementary Cost |  | 0220 |  | 5113339944 |  |  | 2.000 |  |  |  | 169,120.XX |
FCCU Nox Scrubber Tech II |  | 4501603904 |  | CO-061 Powell SCA#02 |  | 0220 |  | 5113339944 |  |  | 2.000 |  |  |  | 17,529.0X |
FCCU Nox Scrubber Tech II |  | 4501603904 |  | Powell - Freight Charges |  | 0220 |  | 5113080005 |  |  | 1.000 |  |  |  | 32,525.2X |
FCCU Nox Scrubber Tech II |  | 4501603904 |  | Powell - Freight Charges |  | 0220 |  | 5113138205 |  |  | 2.000 |  |  |  | 41,730.9X |
FCCU Nox Scrubber Tech II |  | 4501603904 |  | Powell - Pre Packaged PDC Building |  | 0220 |  | 5112486011 |  |  | 1.000 |  |  |  | 3,001,436.X |
FCCU Nox Scrubber Tech II |  | 4501603904 |  | Powell - Pre Packaged PDC SCA #05 |  | 0220 |  | 5113079592 |  |  | 1.000 |  |  |  | 6,259.2X |
FCCU Nox Scrubber Tech II |  | 4501603904 |  | Powell - SCA #04 |  | 0220 |  | 5113339944 |  |  | 2.000 |  |  |  | 16,002.5X |
FCCU Nox Scrubber Tech II |  | 4501603904 |  | Powell - SCA #06 |  | 0220 |  | 5113138205 |  |  | 1.000 |  |  |  | 3,151.0X |
FCCU Nox Scrubber Tech II |  | 4501603904 |  | Powell - Training |  | 0220 |  | 5113079592 |  |  | 1.000 |  |  |  | 6,316.8X |
FCCU Nox Scrubber Tech II |  | 4501603904 |  | Powell Electric SCA #03 |  | 0220 |  | 5113339944 |  |  | 2.000 |  |  |  | 73,426.0X |
FCCU Nox Scrubber Tech II |  | 4501609249 |  | Appleton - Unit 55 Switchrack 103C & 103 |  | 0220 |  | 5112662272 |  |  | 1.000 |  |  |  | 101,450.XX |
FCCU Nox Scrubber Tech II |  | 4501614082 |  | Hamon Research - Container Demurrage |  | 0395 |  | 5112496697 |  |  | 1.000 |  |  |  | 68,485.0X |
FCCU Nox Scrubber Tech II |  | 4501621885 |  | Change Notice: Continental - Add Cutting |  | 0360 |  | 5112684957 |  |  | 1.000 |  |  |  | 3,140.0X |
FCCU Nox Scrubber Tech II |  | 4501621885 |  | Change Notice: Continental - Freight |  | 0360 |  | 5112684957 |  |  | 1.000 |  |  |  | 1,475.0X |
FCCU Nox Scrubber Tech II |  | 4501621885 |  | Continental - Freight for Plate Delivery |  | 0360 |  | 5112684957 |  |  | 1.000 |  |  |  | 1,485.0X |
FCCU Nox Scrubber Tech II |  | 4501621885 |  | Continental - Mechanical Rolling - Plate |  | 0360 |  | 5112684957 |  |  | 1.000 |  |  |  | 38,280.0X |
FCCU Nox Scrubber Tech II |  | 4501623214 |  | CO-050 - Tankinetics - Anchor Bolt Templ |  | 0375 |  | 5112950539 |  |  | 1.000 |  |  |  | 1,580.0X |
FCCU Nox Scrubber Tech II |  | 4501623214 |  | Tankinetics - Sodium Bisulfite Tank |  | 0375 |  | 5112748413 |  |  | 2.000 |  |  |  | 122,205.XX |
FCCU Nox Scrubber Tech II |  | 4501624942 |  | Hilti - HIT A193B7 B633 D:1-3/4 |  | 0115 |  | 5112590488 |  |  | 24.000 |  |  |  | 7,538.8X |
FCCU Nox Scrubber Tech II |  | 4501624942 |  | Hilti - Re-500-SD Expoxy Jumbo Cartridge |  | 0115 |  | 5112590488 |  |  | 6.000 |  |  |  | 2,024.9X |
FCCU Nox Scrubber Tech II |  | 4501628723 |  | Newarc Welding - Fabrication of Stiffene |  | 0110 |  | 5112591358 |  |  | 1.000 |  |  |  | 122,347.XX |
FCCU Nox Scrubber Tech II |  | 4501628723 |  | Newarc Welding - Lifting Lugs |  | 0110 |  | 5112663216 |  |  | 1.000 |  |  |  | 1,500.0X |
FCCU Nox Scrubber Tech II |  | 4501613827 |  | CO-036 Harrington Robb - Bore One End of |  | 0360 |  | 5113001681 |  |  | 1.000 |  |  |  | 2,450.0X |
FCCU Nox Scrubber Tech II |  | 4501633827 |  | CO-048 Harrington Robb - Bisulfite Meter |  | 0360 |  | 5113001681 |  |  | 1.000 |  |  |  | 7,225.0X |
FCCU Nox Scrubber Tech II |  | 4501633827 |  | CO-048 Harrington Robb Appr Common Drain |  | 0360 |  | 5113001681 |  |  | 1.000 |  |  |  | 1,950.0X |
FCCU Nox Scrubber Tech II |  | 4501633827 |  | Harrington Robb - 23-P-450 A/B Pmt 1 |  | 0360 |  | 5112668382 |  |  | 1.000 |  |  |  | 106,800.XX |
FCCU Nox Scrubber Tech II |  | 4501633827 |  | Harrington Robb - Milton Roy Pump Skid |  | 0360 |  | 5113001681 |  |  | 1.000 |  |  |  | 1,150.0X |
FCCU Nox Scrubber Tech II |  | 4501634351 |  | Shand & Jurs - Pmt 3 Emergency Hatch |  | 0375 |  | 5112713339 |  |  | 1.000 |  |  |  | 3,528.4X |
FCCU Nox Scrubber Tech II |  | 4501638314 |  | GTS - AL3-CiD2-DPDT Alarm Systems |  | 0164 |  | 5112701511 |  |  | 4.000 |  |  |  | 8,540.0X |
FCCU Nox Scrubber Tech II |  | 4501638314 |  | GTS - Mounting Kits for Safety Shower |  | 0164 |  | 5112636612 |  |  | 4.000 |  |  |  | 1,026.0X |
FCCU Nox Scrubber Tech II |  | 4501638314 |  | GTS - Mounting Stand for Safety Shower |  | 0164 |  | 5112695948 |  |  | 4.000 |  |  |  | 1,400.0X |

Schedule 2.2(f) – Page 5

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  | 4501638314 |  | GTS - Safety Shower SS#23-04 |  | 0164 |  | 5112701511 |  |  | 1.000 |  |  |  | 2,375.0X |
FCCU Nox Scrubber Tech II |  | 4501638314 |  | GTS - Safety Shower SS#23-05 |  | 0164 |  | 5112701511 |  |  | 1.000 |  |  |  | 2,375.0X |
FCCU Nox Scrubber Tech II |  | 4501638314 |  | GTS - Safety Shower SS#23-06 |  | 0164 |  | 5112701511 |  |  | 1.000 |  |  |  | 2,375.0X |
FCCU Nox Scrubber Tech II |  | 4501638314 |  | GTS - Safety Shower SS#23-07 |  | 0164 |  | 5112701511 |  |  | 1.000 |  |  |  | 2,375.0X |
FCCU Nox Scrubber Tech II |  | 4501638314 |  | GTS - Therm-O-Mix Water Supply Units |  | 0164 |  | 5112636612 |  |  | 4.000 |  |  |  | 22,760.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 2” GA01ST502 |  | 0158 |  | 5112768732 |  |  | 4.000 |  |  |  | 11,580.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 3/4” GA01ST502 |  | 0158 |  | 5112662882 |  |  | 14.000 |  |  |  | 21,210.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 3/4” GA01SU200C |  | 0158 |  | 5112672664 |  |  | 7.000 |  |  |  | 2,667.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 4” 150lb lug check valv |  | 0158 |  | 5112999039 |  |  | 1.000 |  |  |  | 3,119.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 4” CS01ST502 |  | 0158 |  | 5112768732 |  |  | 1.000 |  |  |  | 3,079.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 4” GA01ST500C |  | 0158 |  | 5112662856 |  |  | 2.000 |  |  |  | 2,590.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 4” GA01ST502 |  | 0158 |  | 5112768732 |  |  | 8.000 |  |  |  | 33,000.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 4” GL01ST501C |  | 0158 |  | 5112662856 |  |  | 1.000 |  |  |  | 1,700.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 4” GL01ST502 |  | 0158 |  | 5112768732 |  |  | 1.000 |  |  |  | 5,262.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 6” GA01ST502 |  | 0158 |  | 5112768732 |  |  | 1.000 |  |  |  | 6,555.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 8” l50lb lug check valv |  | 0158 |  | 5112999039 |  |  | 1.000 |  |  |  | 8,750.0X |
FCCU Nox Scrubber Tech II |  | 4501643529 |  | McJunkin - Valve 8” GA01ST500C |  | 0158 |  | 5112662856 |  |  | 3.000 |  |  |  | 12,150.0X |
FCCU Nox Scrubber Tech II |  | 4501646310 |  | McJunkin - 1” GA03NC500C |  | 0158 |  | 5112666450 |  |  | 19.000 |  |  |  | 74,631.2X |
FCCU Nox Scrubber Tech II |  | 4501646310 |  | McJunkin - 2” GA03NC500C |  | 0158 |  | 5112666450 |  |  | 4.000 |  |  |  | 33,479.5X |
FCCU Nox Scrubber Tech II |  | 4501646310 |  | McJunkin - 3/4” GA03NC500C |  | 0158 |  | 5112666450 |  |  | 9.000 |  |  |  | 30,570.9X |
FCCU Nox Scrubber Tech II |  | 4501651031 |  | McJunkin - 1” CS03NC500C |  | 0158 |  | 5112950438 |  |  | 10.000 |  |  |  | 56,489.3X |
FCCU Nox Scrubber Tech II |  | 4501651031 |  | McJunkin - 1” GA03NC500C |  | 0158 |  | 5112950438 |  |  | 1.000 |  |  |  | 5,467.1X |
FCCU Nox Scrubber Tech II |  | 4501651031 |  | McJunkin - 2” GA03NC500C |  | 0158 |  | 5112950438 |  |  | 6.000 |  |  |  | 58,183.2X |
FCCU Nox Scrubber Tech II |  | 4501651031 |  | McJunkin - 3/4” GA03NC500C |  | 0158 |  | 5112950438 |  |  | 1.000 |  |  |  | 4,042.2X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 1125ft OKONITE |  | 0210 |  | 5112679777 |  |  | 1,125.000 |  |  |  | 36,146.2X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 1125ft OKONITE |  | 0210 |  | 5112689844 |  |  | 1,125.000 |  |  |  | 36,146.2X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 1180ft OKONITE |  | 0210 |  | 5112779219 |  |  | 2,360.000 |  |  |  | 39,836.8X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 1200ft OKONITE |  | 0210 |  | 5112779219 |  |  | 1,200.000 |  |  |  | 20,256.0X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 1210ft OKONITE |  | 0210 |  | 5112779219 |  |  | 1,210.000 |  |  |  | 20,424.8X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 1230ft OKONITE |  | 0210 |  | 5112779219 |  |  | 2,460.000 |  |  |  | 41,524.8X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 510ft OKONITE |  | 0210 |  | 5112679777 |  |  | 545.000 |  |  |  | 17,510.8X |

Schedule 2.2(f) – Page 6

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 510ft OKONITE |  | 0210 |  | 5112689844 |  |  | 545.000 |  |  |  | 17,510.8X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 620 ft OKONITE |  | 0210 |  | 5112687358 |  |  | 620.000 |  |  |  | 19,920.6X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 700ft OKONITE |  | 0210 |  | 5112679777 |  |  | 700.000 |  |  |  | 22,491.0X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 965ft OKONITE |  | 0210 |  | 5112679778 |  |  | 965.000 |  |  |  | 31,005.4X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - 15KV Cable 965ft OKONITE |  | 0210 |  | 5112687358 |  |  | 965.000 |  |  |  | 31,005.4X |
FCCU Nox Scrubber Tech II |  | 4501653107 |  | Rumsey - Freight Charges |  | 0210 |  | 5112779219 |  |  | 1.000 |  |  |  | 2,431.0X |
FCCU Nox Scrubber Tech II |  | 4501653999 |  | Hilti - CO-012 DIAMOND BIT |  | 0115 |  | 5112622556 |  |  | 5.000 |  |  |  | 1,279.8X |
FCCU Nox Scrubber Tech II |  | 4501653999 |  | Hilti - CO-012 2”-35” Diamond Bit |  | 0115 |  | 5112633929 |  |  | 5.000 |  |  |  | 1,585.7X |
FCCU Nox Scrubber Tech II |  | 4501653999 |  | Hilti - CO-012 2”-54” Diamond Bit |  | 0115 |  | 5112633929 |  |  | 5.000 |  |  |  | 1,753.3X |
FCCU Nox Scrubber Tech II |  | 4501657849 |  | CO-043 - Emerson - Increase Length of He |  | 0267 |  | 5113086582 |  |  | 1.000 |  |  |  | 2,750.0X |
FCCU Nox Scrubber Tech II |  | 4501657849 |  | Emerson Process Mgt - NOX Anal. |  | 0267 |  | 5112672724 |  |  | 1.000 |  |  |  | 106,660.3X |
FCCU Nox Scrubber Tech II |  | 4501659407 |  | SO2 Analyzer |  | 0267 |  | 5112756293 |  |  | 1.000 |  |  |  | 7,936.0X |
FCCU Nox Scrubber Tech II |  | 4501660062 |  | Emerson Process Mgt-TOC Analyzer |  | 0267 |  | 5113086680 |  |  | 1.000 |  |  |  | 40,470.0X |
FCCU Nox Scrubber Tech II |  | 4501662680 |  | CO-030 Protectoseal - Spare 24-PSV-1057 |  | 0158 |  | 5112768168 |  |  | 1.000 |  |  |  | 5,935.1X |
FCCU Nox Scrubber Tech II |  | 4501662680 |  | Protectoseal - 23-PSV- l057 Vacuum Relief |  | 0158 |  | 5112768168 |  |  | 1.000 |  |  |  | 5,785.4X |
FCCU Nox Scrubber Tech II |  | 4501662680 |  | Protectoseal - 23-PSV-1062 Vacuum Relief |  | 0158 |  | 5112768168 |  |  | 1.000 |  |  |  | 5,785.1X |
FCCU Nox Scrubber Tech II |  | 4501662861 |  | Thermon Mfg - Data Information |  | 0158 |  | 5112775452 |  |  | 1.000 |  |  |  | 21,072.0X |
FCCU Nox Scrubber Tech II |  | 4501662861 |  | Thermon Mfg - Tube Bundle |  | 0158 |  | 5112775452 |  |  | 1.000 |  |  |  | 1,000.0X |
FCCU Nox Scrubber Tech II |  | 4501664184 |  | Proconex - Control Valve 23FV2212 Parts |  | 0280 |  | 5113023338 |  |  | 1.000 |  |  |  | 2,214.7X |
FCCU Nox Scrubber Tech II |  | 4501664184 |  | Proconex - Control Valve 23FV3106 |  | 0280 |  | 5113023338 |  |  | 2.000 |  |  |  | 4,693.1X |
FCCU Nox Scrubber Tech II |  | 4501664620 |  | Micro Motion - 23-FE-3110 Curiolis F Sen |  | 0270 |  | 5112775285 |  |  | 1.000 |  |  |  | 11,059.9X |
FCCU Nox Scrubber Tech II |  | 4501664620 |  | Micro Motion - MVD Single Variable Flowm |  | 0270 |  | 5112775285 |  |  | 1.000 |  |  |  | 1,416.9X |
FCCU Nox Scrubber Tech II |  | 4501664797 |  | McJunkin - 1 1/2” Gate Valve, Class 150, |  | 0158 |  | 5112768512 |  |  | 2.000 |  |  |  | 1,185.4X |
FCCU Nox Scrubber Tech II |  | 4501664797 |  | McJunkin - 2” Check Valve, Horizontal Li |  | 0158 |  | 5112768512 |  |  | 2.000 |  |  |  | 1,452.8X |
FCCU Nox Scrubber Tech II |  | 4501664797 |  | McJunkin - 2” Gate Valve, Class 150 RF, |  | 0158 |  | 5112874210 |  |  | 10.000 |  |  |  | 4,672.0X |
FCCU Nox Scrubber Tech II |  | 4501664797 |  | McJunkin - 3” Gate Valve, Class 150 RF, |  | 0158 |  | 5112874210 |  |  | 5.000 |  |  |  | 3,345.7X |
FCCU Nox Scrubber Tech II |  | 4501664797 |  | McJunkin - 3/4” Gate Valve, Class 150, T |  | 0158 |  | 5112768512 |  |  | 17.000 |  |  |  | 3,161.6X |
FCCU Nox Scrubber Tech II |  | 4501664797 |  | McJunkin - 3/4” Gate Valve, Class 150, T |  | 0158 |  | 5112920159 |  |  | 4.000 |  |  |  | 1,035.4X |
FCCU Nox Scrubber Tech II |  | 4501664797 |  | McJunkin - 4” Gate Valve, Class 150 RF |  | 0158 |  | 5112874210 |  |  | 2.000 |  |  |  | 2,054.8X |
FCCU Nox Scrubber Tech II |  | 4501664797 |  | McJunkin - 6” Gate Valve, Class 150 RF, |  | 0158 |  | 5112874210 |  |  | 2.000 |  |  |  | 3,214.4X |
FCCU Nox Scrubber Tech II |  | 4501664797 |  | McJunkin - 8” Gate Valve, Class 150 RF |  | 0158 |  | 5112874210 |  |  | 2.000 |  |  |  | 5,717.6X |

Schedule 2.2(f) – Page 7

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  | 4501674965 |  | Provide Lugs |  | 0395 |  | 5112692587 |  |  | 1.000 |  |  |  | 1,140.0X |
FCCU Nox Scrubber Tech II |  | 4501674965 |  | Trim Arcs |  | 0395 |  | 5112713333 |  |  | 1.000 |  |  |  | 4,389.0X |
FCCU Nox Scrubber Tech II |  | 4501674965 |  | Trim Plate |  | 0395 |  | 5112713279 |  |  | 1.000 |  |  |  | 6,675.0X |
FCCU Nox Scrubber Tech II |  | 4501677016 |  | Arobone - Level Gauge 23LG9800AAD |  | 0270 |  | 5113184064 |  |  | 1.000 |  |  |  | 4,850.0X |
FCCU Nox Scrubber Tech II |  | 4501677016 |  | Arobone - Level Gauge 23LG9800AAE |  | 0270 |  | 5113184064 |  |  | 1.000 |  |  |  | 5,050.0X |
FCCU Nox Scrubber Tech II |  | 4501677070 |  | Lakeside - Press Trans 3051S2CD |  | 0280 |  | 5112933180 |  |  | 2.000 |  |  |  | 4,092.8X |
FCCU Nox Scrubber Tech II |  | 4501677070 |  | Lakeside - Press Trans 3051S2TG |  | 0280 |  | 5112933180 |  |  | 2.000 |  |  |  | 2,165.5X |
FCCU Nox Scrubber Tech II |  | 4501677073 |  | Rosemount - Vortex Flow Meter |  | 0280 |  | 5112716347 |  |  | 1.000 |  |  |  | 4,158.0X |
FCCU Nox Scrubber Tech II |  | 4501677073 |  | Rosemount - Vortex Flow Meter |  | 0280 |  | 5112746310 |  |  | 1.000 |  |  |  | 2,961.4X |
FCCU Nox Scrubber Tech II |  | 4501677202 |  | Rosemount - Radar Level Trans 23LT3707 |  | 0280 |  | 5113017074 |  |  | 1.000 |  |  |  | 4,505.0X |
FCCU Nox Scrubber Tech II |  | 4501677202 |  | Rosemount - Radar Level Trans 23LT3708 |  | 0280 |  | 5113017074 |  |  | 1.000 |  |  |  | 4,505.0X |
FCCU Nox Scrubber Tech II |  | 4501677691 |  | Ohmart.Vega - Level Trans Pulse Radar |  | 0280 |  | 5112917149 |  |  | 1.000 |  |  |  | 3,242.0X |
FCCU Nox Scrubber Tech II |  | 4501679633 |  | NEW.12’x 16’ shed |  | 0399 |  | 5112746923 |  |  | 1.000 |  |  |  | 2,180.0X |
FCCU Nox Scrubber Tech II |  | 4501679771 |  | Graybar - Foxboro DCS Equipment |  | 0220 |  | 5112787886 |  |  | 1.000 |  |  |  | 2,455.0X |
FCCU Nox Scrubber Tech II |  | 4501680971 |  | Tyco - Heat Tracing Control Panel |  | 0299 |  | 5113293096 |  |  | 1.000 |  |  |  | 4,593.4X |
FCCU Nox Scrubber Tech II |  | 4501684040 |  | ASHCROFT GAUGE |  | 0175 |  | 5112857631 |  |  | 12.000 |  |  |  | 1,357.3X |
FCCU Nox Scrubber Tech II |  | 4501684371 |  | Proconex 1.5 Inch GC Valve 23PCV9400ACJ |  | 0188 |  | 5112945023 |  |  | 1.000 |  |  |  | 3,389.5X |
FCCU Nox Scrubber Tech II |  | 4501684371 |  | Proconex 1In Press Reduc 23PCV9400AAO |  | 0188 |  | 5112945084 |  |  | 1.000 |  |  |  | 1,306.9X |
FCCU Nox Scrubber Tech II |  | 4501684371 |  | Proconex 1 In Press Reducing Valve |  | 0188 |  | 5112852488 |  |  | 4.000 |  |  |  | 4,688.9X |
FCCU Nox Scrubber Tech II |  | 4501684371 |  | Proconex 1.5 In GC Valve 23PCV9400AAD |  | 0188 |  | 5112945023 |  |  | 1.000 |  |  |  | 3,389.5X |
FCCU Nox Scrubber Tech II |  | 4501684371 |  | Proconex Blanket Valve 23PCV9400AAK |  | 0188 |  | 5112863301 |  |  | 1.000 |  |  |  | 6,144.2X |
FCCU Nox Scrubber Tech II |  | 4501686556 |  | Miscellaneous steel, 316L plates, bolts |  | 0330 |  | 5113263360 |  |  | 1.000 |  |  |  | 18,043.0X |
FCCU Nox Scrubber Tech II |  | 4501686556 |  | Steel Suppliers - COR #3 |  | 0330 |  | 5113263360 |  |  | 1.000 |  |  |  | 14,600.0X |
FCCU Nox Scrubber Tech II |  | 4501686556 |  | Steel Suppliers - Shop Premium Overtime |  | 0330 |  | 5113040802 |  |  | 2.000 |  |  |  | 19,968.0X |
FCCU Nox Scrubber Tech II |  | 4501686556 |  | Steel Suppliers Struct Steel Area 121 |  | 0330 |  | 5112945211 |  |  | 1.000 |  |  |  | 62,400.0X |
FCCU Nox Scrubber Tech II |  | 4501686556 |  | Steel Suppliers -Additional Steel COR#2 |  | 0330 |  | 5113040802 |  |  | 1.000 |  |  |  | 135,160.0X |
FCCU Nox Scrubber Tech II |  | 4501686556 |  | Steel Suppliers Struct Steel Area 123 |  | 0330 |  | 5112945211 |  |  | 1.000 |  |  |  | 50,100.0X |
FCCU Nox Scrubber Tech II |  | 4501686556 |  | Steel Suppliers Struct Steel Area 145 |  | 0330 |  | 5112945211 |  |  | 1.000 |  |  |  | 26,100.0X |
FCCU Nox Scrubber Tech II |  | 4501686556 |  | Steel Suppliers Supplier Data Requiremen |  | 0330 |  | 5112945211 |  |  | 1.000 |  |  |  | 2,400.0X |
FCCU Nox Scrubber Tech II |  | 4501691003 |  | Sandelius - Thermocouple/Thermowell Tran |  | 0270 |  | 5112874612 |  |  | 1.000 |  |  |  | 2,241.4X |
FCCU Nox Scrubber Tech II |  | 4501695609 |  | NAMW - 23-PSV-1054 Relief Valve |  | 0188 |  | 5113201121 |  |  | 1.000 |  |  |  | 3,608.0X |

Schedule 2.2(f) – Page 8

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  | 4501695609 |  | NAMW - 23-PSv-1056 Relief Valve |  | 0188 |  | 5113040048 |  |  | 1.000 |  |  |  | 2,741.0X |
FCCU Nox Scrubber Tech II |  | 4501695609 |  | NAMW - 23-PSV-1058 Relief Valve |  | 0188 |  | 5113040048 |  |  | 1.000 |  |  |  | 2,293.0X |
FCCU Nox Scrubber Tech II |  | 4501695609 |  | NAMW - 23-PSV-1063 Relief Valve |  | 0188 |  | 5113201121 |  |  | 1.000 |  |  |  | 3,608.0X |
FCCU Nox Scrubber Tech II |  | 4501695609 |  | NAMW - 23-PSV-1066 Relief Valve |  | 0188 |  | 5113201121 |  |  | 1.000 |  |  |  | 3,608.0X |
FCCU Nox Scrubber Tech II |  | 4501695609 |  | NAMW - 23-PSV-1069 Relief Valve |  | 0188 |  | 5113201121 |  |  | 1.000 |  |  |  | 3,608.0X |
FCCU Nox Scrubber Tech II |  | 4501696585 |  | Proconex - 23XV3922A 2” Wash Water Shuto |  | 0188 |  | 5113023309 |  |  | 1.000 |  |  |  | 1,913.0X |
FCCU Nox Scrubber Tech II |  | 4501696585 |  | Proconex - 23XV3922B 2” Wash Water Shuto |  | 0188 |  | 5113023309 |  |  | 1.000 |  |  |  | 1,913.0X |
FCCU Nox Scrubber Tech II |  | 4501696585 |  | Proconex - 23XV4904 2” Wash Water Shutof |  | 0188 |  | 5113023309 |  |  | 1.000 |  |  |  | 2,283.0X |
FCCU Nox Scrubber Tech II |  | 4501696585 |  | Proconex - 23XV4904B 1” Wash Water Shuto |  | 0188 |  | 5113023309 |  |  | 1.000 |  |  |  | 2,003.0X |
FCCU Nox Scrubber Tech II |  | 4501696585 |  | Proconex - 23XV4918 4” Oxygen Shutoff Va |  | 0188 |  | 5113210863 |  |  | 1.000 |  |  |  | 4,790.0X |
FCCU Nox Scrubber Tech II |  | 4501696585 |  | Proconex - 23XV4919 3” Nitrogen Shutoff |  | 0188 |  | 5113023309 |  |  | 1.000 |  |  |  | 2,799.0X |
FCCU Nox Scrubber Tech II |  | 4501696633 |  | Lubrication Systems - Oil Mist Accessori |  | 0368 |  | 5113212272 |  |  | 1.000 |  |  |  | 2,005.9X |
FCCU Nox Scrubber Tech II |  | 4501696728 |  | 2-1/8”I.D.X3/4” ARMAFLEX |  | 0162 |  | 5112862034 |  |  | 600.000 |  |  |  | 2,358.0X |
FCCU Nox Scrubber Tech II |  | 4501696734 |  | McJunkin Redman - 2” GA02BT000 Bronze |  | 0158 |  | 5112840478 |  |  | 11.000 |  |  |  | 1,497.9X |
FCCU Nox Scrubber Tech II |  | 4501696748 |  | Applied Controls - 2938620 QUINT-PS-l00- |  | 0210 |  | 5112787193 |  |  | 2.000 |  |  |  | 1,309.9X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0914SQ FBM201 Channel Isolat |  | 0215 |  | 5112839955 |  |  | 5.000 |  |  |  | 5,313.5X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0914WH FBM207b Ch Isolated 1 |  | 0215 |  | 5112839955 |  |  | 4.000 |  |  |  | 3,036.3X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0914XS FBM237 Channel Isolat |  | 0215 |  | 5112839955 |  |  | 6.000 |  |  |  | 6,153.3X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0916CP FCM10EF 2KM Fieldbus |  | 0215 |  | 5112839955 |  |  | 2.000 |  |  |  | 2,232.0X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0916TA FBM242 Channel Isolat |  | 0215 |  | 5112839955 |  |  | 4.000 |  |  |  | 2,836.0X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0926CP ZCP270 Control Proces |  | 0215 |  | 5112846029 |  |  | 4.000 |  |  |  | 20,644.4X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0926GW FBM232, 10/100 Mbps E |  | 0215 |  | 5112839955 |  |  | 1.000 |  |  |  | 2,173.9X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | lnvensys - P0926HT 8 Slots Hor. Baseplat |  | 0215 |  | 5112839955 |  |  | 4.000 |  |  |  | 2,512.8X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0926JM 8 Slots Vert. Basepla |  | 0215 |  | 5112839955 |  |  | 2.000 |  |  |  | 1,256.4X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0926MX Splitter/Combiner Kit |  | 0215 |  | 5112839955 |  |  | 2.000 |  |  |  | 1,334.7X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0972VA Address Translation S |  | 0215 |  | 5112846029 |  |  | 2.000 |  |  |  | 6,390.0X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0972YQ MGBIC w/1000 Base-SX |  | 0215 |  | 5112846029 |  |  | 4.000 |  |  |  | 2,677.4X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0972ZA FCM100E, Field Comm M |  | 0215 |  | 5112846029 |  |  | 2.000 |  |  |  | 4,062.3X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0973BJ Fiber E’net Switch w/ |  | 0215 |  | 5112846029 |  |  | 4.000 |  |  |  | 15,154.2X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P0973BP Redundant Pwr Supply |  | 0215 |  | 5112846029 |  |  | 4.000 |  |  |  | 2,502.0X |
FCCU Nox Scrubber Tech II |  | 4501696829 |  | Invensys - P9l37G22410A Workstation Serv |  | 0215 |  | 5112846029 |  |  | 1.000 |  |  |  | 10,596.7X |

Schedule 2.2(f) – Page 9

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  |  | 4501696829 |  |  | Invensys - Q0301AT AIM*Historian SW Lic |  | 0215 |  | 5112846029 |  |  | 1.000 |  |  |  | 14,218.1X |
FCCU Nox Scrubber Tech II |  |  | 4501696829 |  |  | Invensys - S10D22230314 I/A Series Windo |  | 0215 |  | 5112846029 |  |  | 1.000 |  |  |  | 10,037.1X |
FCCU Nox Scrubber Tech II |  |  | 4501696829 |  |  | Invensys - S61C21224000 I/A Series Funct |  | 0215 |  | 5112846029 |  |  | 1.000 |  |  |  | l,055.4X |
FCCU Nox Scrubber Tech II |  |  | 4501696829 |  |  | Invensys - S61C8385100D I/A Series Funct |  | 0215 |  | 5112846029 |  |  | 1.000 |  |  |  | 17,693.9X |
FCCU Nox Scrubber Tech II |  |  | 4501699124 |  |  | McJunkin - 2”-GA0lCB501 2” Gate Valve |  | 0158 |  | 5112959900 |  |  | 11.000 |  |  |  | 2,085.0X |
FCCU Nox Scrubber Tech II |  |  | 4501699124 |  |  | McJunkin - 2”-GA03CB503 2” Gate Valve |  | 0158 |  | 5113190633 |  |  | 6.000 |  |  |  | 1,248.0X |
FCCU Nox Scrubber Tech II |  |  | 4501699124 |  |  | McJunkin - 2”-GA9229 2” Gate Valve, Bell |  | 0158 |  | 5112945102 |  |  | 4.000 |  |  |  | 1,475.5X |
FCCU Nox Scrubber Tech II |  |  | 4501699124 |  |  | McJunkin - 3”-GA0lCB501 3” Gale Valve |  | 0158 |  | 5112959900 |  |  | 7.000 |  |  |  | 1,769.3X |
FCCU Nox Scrubber Tech II |  |  | 4501699124 |  |  | McJunkin - 3/4”-GA08CB200 3/4” Gate Valv |  | 0158 |  | 5112925762 |  |  | 31.000 |  |  |  | 1,279.0X |
FCCU Nox Scrubber Tech II |  |  | 4501699124 |  |  | McJunkin - 3/4”-GL9368 3/4” Globe Valve |  | 0158 |  | 5112874205 |  |  | 10.000 |  |  |  | 3,520.0X |
FCCU Nox Scrubber Tech II |  |  | 4501699124 |  |  | McJunkin - 3/4”-VGL038 3/4” Globe Valve |  | 0158 |  | 5112874205 |  |  | 10.000 |  |  |  | 3,520.0X |
FCCU Nox Scrubber Tech II |  |  | 4501699237 |  |  | Smith Inst - 23CAB6 Marshalling Panelq |  | 0215 |  | 5112950493 |  |  | 1.000 |  |  |  | 4,900.0X |
FCCU Nox Scrubber Tech II |  |  | 4501699328 |  |  | BARE-SD-4/0-19STR-CU |  | 0225 |  | 5112793903 |  |  | 365.000 |  |  |  | 1,186.2X |
FCCU Nox Scrubber Tech II |  |  | 4501699328 |  |  | JJA36200 200A 600V 3P BREAKER |  | 0230 |  | 5112828705 |  |  | 1.000 |  |  |  | 3,331.4X |
FCCU Nox Scrubber Tech II |  |  | 4501699328 |  |  | THHN-4/0-BLK-19STR-CU |  | 0225 |  | 5112828534 |  |  | 1,950.000 |  |  |  | 4,348.5X |
FCCU Nox Scrubber Tech II |  |  | 4501701514 |  |  | Thermon - Crouse Hinds EJB362408 NEMA 7 |  | 0210 |  | 5113268170 |  |  | 2.000 |  |  |  | 53,047.0X |
FCCU Nox Scrubber Tech II |  |  | 4501701514 |  |  | Thermon - D/4/12/3 MIQ Cold Lead |  | 0210 |  | 5113118887 |  |  | 8.000 |  |  |  | 1,480.0X |
FCCU Nox Scrubber Tech II |  |  | 4501701514 |  |  | Thermon - D/4/12/3 MIQ Cold Lead Additio |  | 0210 |  | 5113118887 |  |  | 6.000 |  |  |  | 1,110.0X |
FCCU Nox Scrubber Tech II |  |  | 4501701514 |  |  | Thermon - HTSX 6-1OJ Heating Cable 120V |  | 0210 |  | 5113118887 |  |  | 800.000 |  |  |  | 4,280.0X |
FCCU Nox Scrubber Tech II |  |  | 4501701514 |  |  | Thermon - HTSX-3-1OJ Heating Cable 120V |  | 0210 |  | 5113118887 |  |  | 1,900.000 |  |  |  | 10,165.0X |
FCCU Nox Scrubber Tech II |  |  | 4501701514 |  |  | Thermon - HTSX-6-2OJ Heating Cable 208V |  | 0210 |  | 5113118887 |  |  | 520.000 |  |  |  | 2,782.0X |
FCCU Nox Scrubber Tech II |  |  | 4501701514 |  |  | Thermon - HTSX-6-2-OJ Heating Cable Addi |  | 0210 |  | 5113118887 |  |  | 468.000 |  |  |  | 2,503.8X |
FCCU Nox Scrubber Tech II |  |  | 4501701514 |  |  | Thermon MIQ-l1E0L-2S Mineral Insulated |  | 0210 |  | 5113118887 |  |  | 412.000 |  |  |  | 1,359.6X |
FCCU Nox Scrubber Tech II |  |  | 4501701514 |  |  | Thermon - PCA-H Power Connection Kit |  | 0210 |  | 5113118887 |  |  | 35.000 |  |  |  | 1,260.0X |
FCCU Nox Scrubber Tech II |  |  | 4501702518 |  |  | 4-IN-GALV-STEEL-CONDUIT |  | 0225 |  | 5112834840 |  |  | 100.000 |  |  |  | 1,656.0X |
FCCU Nox Scrubber Tech II |  |  | 4501702518 |  |  | 4X16-GALV-NIPPLE |  | 0225 |  | 5112845949 |  |  | 33.000 |  |  |  | 1,587.6X |
FCCU Nox Scrubber Tech II |  |  | 4501704338 |  |  | 47A09-36-240 36” TRAY 20’ LENGTH ALUM |  | 0225 |  | 5112874710 |  |  | 29.000 |  |  |  | 5,975.4X |
FCCU Nox Scrubber Tech II |  |  | 4501704338 |  |  | 47A09-36-240 36” TRAY 20’ LENGTH ALUM 6” |  | 0225 |  | 5112874710 |  |  | 6.000 |  |  |  | 1,236.3X |
FCCU Nox Scrubber Tech II |  |  | 4501704338 |  |  | 47A09-36-240 36” TRAY 20’ LENGTHS ALUM |  | 0225 |  | 5112874710 |  |  | 6.000 |  |  |  | 1,236.3X |
FCCU Nox Scrubber Tech II |  |  | 4501704338 |  |  | THHN-2/0-GREEN-CU |  | 0225 |  | 5112860053 |  |  | 850.000 |  |  |  | 1,700.0X |
FCCU Nox Scrubber Tech II |  |  | 4501706198 |  |  | 1-1/2-ALUM CONDUIT |  | 0215 |  | 5112850576 |  |  | 440.000 |  |  |  | 1,399.2X |

Schedule 2.2(f) – Page 10

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  |  | 4501706198 |  |  | 2004 1/2 SS BEAM CLAMP |  | 0225 |  | 5112846016 |  |  | 75.000 |  |  |  | 2,142.0X |
FCCU Nox Scrubber Tech II |  |  | 4501706198 |  |  | 47A-09-12-240 12” TRAY 20FT ALUM |  | 0225 |  | 5112875654 |  |  | 20.000 |  |  |  | 2,918.0X |
FCCU Nox Scrubber Tech II |  |  | 4501706198 |  |  | 47A-09-24-240 24” TRAY 20FT ALUM |  | 0225 |  | 5112875654 |  |  | 10.000 |  |  |  | 1,656.7X |
FCCU Nox Scrubber Tech II |  |  | 4501706198 |  |  | 47A-09-36-240 36” TRAY 20FT ALUM |  | 0225 |  | 5112875654 |  |  | 18.000 |  |  |  | 3,708.9X |
FCCU Nox Scrubber Tech II |  |  | 4501706198 |  |  | ATR-1/2X144SS6 THREADED ROD |  | 0225 |  | 5112875644 |  |  | 600.000 |  |  |  | 7,392.0X |
FCCU Nox Scrubber Tech II |  |  | 4501706198 |  |  | B202SS4 1/2 SS SQUARE WASHER |  | 0225 |  | 5112839651 |  |  | 400.000 |  |  |  | 1,696.0X |
FCCU Nox Scrubber Tech II |  |  | 4501706198 |  |  | B22SH-120SS4 1-5/8 SS STRUT |  | 0225 |  | 5112858700 |  |  | 600.000 |  |  |  | 5,664.0X |
FCCU Nox Scrubber Tech II |  |  | 4501706198 |  |  | THHN-2/0-GREEN-CU |  | 0225 |  | 5112850483 |  |  | 1,000.00 |  |  |  | 2,000.0X |
FCCU Nox Scrubber Tech II |  |  | 4501707477 |  |  | Lotox Field Piping |  | 0155 |  | 5113223164 |  |  | 1.000 |  |  |  | 24,125.2X |
FCCU Nox Scrubber Tech II |  |  | 4501708153 |  |  | THHN-2/0-GREEN-CU |  | 0225 |  | 5112846015 |  |  | 500.000 |  |  |  | 1,000.0X |
FCCU Nox Scrubber Tech II |  |  | 4501709049 |  |  | 2” and larger piping for Lotox Project |  | 0155 |  | 5113222304 |  |  | 1.000 |  |  |  | 177,244.1X |
FCCU Nox Scrubber Tech II |  |  | 4501709922 |  |  | Industrial Valve/Fittings - Valves |  | 0185 |  | 5112937000 |  |  | 1.000 |  |  |  | 12,255.6X |
FCCU Nox Scrubber Tech II |  |  | 4501710494 |  |  | Hatfield & Company |  | 0120 |  | 5112883094 |  |  | 1.000 |  |  |  | 1,990.0X |
FCCU Nox Scrubber Tech II |  |  | 4501711728 |  |  | 2003 3/8 SS BEAM CLAMP |  | 0225 |  | 5112874431 |  |  | 50.000 |  |  |  | 1,032.5X |
FCCU Nox Scrubber Tech II |  |  | 4501711728 |  |  | ATR-3/8 SS THREADED ROD |  | 0225 |  | 5112940310 |  |  | 400.000 |  |  |  | 2,744.0X |
FCCU Nox Scrubber Tech II |  |  | 4501711728 |  |  | B22SH-120SS4 1-5/8 SS STRUT |  | 0225 |  | 5112874428 |  |  | 200.000 |  |  |  | 1,888.0X |
FCCU Nox Scrubber Tech II |  |  | 4501711728 |  |  | GFS1 20A GFI |  | 0250 |  | 5112858773 |  |  | 3.000 |  |  |  | 1,115.3X |
FCCU Nox Scrubber Tech II |  |  | 4501711728 |  |  | VMVSJ100GP/MT 100W LIGHT FIXTURE |  | 0250 |  | 5112858807 |  |  | 5.000 |  |  |  | 1,388.5X |
FCCU Nox Scrubber Tech II |  |  | 4501711728 |  |  | VMVSJ100GP/MT-IR 100W LIGHT FIXTURE |  | 0225 |  | 5112954207 |  |  | 5.000 |  |  |  | 2,160.0X |
FCCU Nox Scrubber Tech II |  |  | 4501711728 |  |  | XLP/PVC-2AWG-3C-W/G-600V-TC |  | 0225 |  | 5112858053 |  |  | 450.000 |  |  |  | 1,935.0X |
FCCU Nox Scrubber Tech II |  |  | 4501711728 |  |  | XLP/PVC-8AWG-3C-W/G-600V-TC |  | 0225 |  | 5112858053 |  |  | 850.000 |  |  |  | 1,079.5X |
FCCU Nox Scrubber Tech II |  |  | 4501711728 |  |  | Y48M28T45CU 45KVA TRANSFORMER |  | 0230 |  | 5112874431 |  |  | 1.000 |  |  |  | 4,065.0X |
FCCU Nox Scrubber Tech II |  |  | 4501714959 |  |  | Fabricated piping spools |  | 0155 |  | 5113256455 |  |  | 1.000 |  |  |  | 27,287.4X |
FCCU Nox Scrubber Tech II |  |  | 4501714959 |  |  | Shaw- Pipe Fabrication |  | 0155 |  | 5113046561 |  |  | 1.000 |  |  |  | 414,604.0X |
FCCU Nox Scrubber Tech II |  |  | 4501715528 |  |  | FABRICATE ELECTRICAL SUPPORTS |  | 0250 |  | 5112858169 |  |  | 1.000 |  |  |  | 1,212.0X |
FCCU Nox Scrubber Tech II |  |  | 4501715655 |  |  | 23 -C-401 ACCELERATION PLATE |  | 0399 |  | 5112864493 |  |  | 1.000 |  |  |  | 1,872.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | 151XST-120R STROBE |  | 0225 |  | 5112875645 |  |  | 3.000 |  |  |  | 1,095.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | 1852-6860R 1PR 16AWG O/A SHIELD 300V PLT 1874-712A0 12PR 12AWG IND & OVERALL |  | 0225 |  | 5112930758 |  |  | 15,436.000 |  |  |  | 3,241.5X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | SHIE 1874-82480 24PR 18AWG IND & OVERALL |  | 0225 |  | 5112930758 |  |  | 1,408.000 |  |  |  | 8,025.6X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | SHIE |  | 0225 |  | 5112930758 |  |  | 382.000 |  |  |  | 1,298.8X |

Schedule 2.2(f) – Page 11

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  |  | MatDoc |  |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | 1874-83680 36PR 18AWG IND & OVERALL SHIE |  |  | 0225 |  |  |  | 5112930758 |  |  |  | 725.000 |  |  |  | 3,697.5X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | 1-IN ALUM CONDUIT |  |  | 0215 |  |  |  | 5112875669 |  |  |  | 600.000 |  |  |  | 1,176.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | 2-IN ALUM CONDUIT |  |  | 0215 |  |  |  | 5112875645 |  |  |  | 600.000 |  |  |  | 2,550.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | 3/4 ALUM CONDUIT |  |  | 0215 |  |  |  | 5112875673 |  |  |  | 1,800.000 |  |  |  | 2,052.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | 300GCX-120 SELECTONE |  |  | 0225 |  |  |  | 5112875645 |  |  |  | 3.000 |  |  |  | 2,058.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | 4075 3/4 SS PARALLEL CLAMP |  |  | 0225 |  |  |  | 5112875645 |  |  |  | 50.000 |  |  |  | 1,302.5X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | B22SH-120SS4 1-5/8 SS STRUT SLOTTED |  |  | 0225 |  |  |  | 5112874548 |  |  |  | 400.000 |  |  |  | 3,776.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717122 |  |  | BARE-SD-4/019STR-CU |  |  | 0225 |  |  |  | 5112875648 |  |  |  | 595.000 |  |  |  | 2,570.4X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | 1-1/2 ALUM CONDUIT |  |  | 0215 |  |  |  | 5112918277 |  |  |  | 650.000 |  |  |  | 2,067.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | 3/4 ALUM CONDUIT |  |  | 0215 |  |  |  | 5112879954 |  |  |  | 2,800.000 |  |  |  | 3,192.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | 4075 3/4 SS PARALLEL CLAMP |  |  | 0225 |  |  |  | 5112874708 |  |  |  | 50.000 |  |  |  | 1,302.5X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | 4-IN ALUM CONDUIT |  |  | 0215 |  |  |  | 5112874708 |  |  |  | 270.000 |  |  |  | 2,932.2X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | 4-IN ALUM CONDUIT |  |  | 0215 |  |  |  | 5112875650 |  |  |  | 130.000 |  |  |  | 1,411.8X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | 4-IN-90DEG-ALUM-ELBOW |  |  | 0215 |  |  |  | 5112875703 |  |  |  | 9.000 |  |  |  | 1,201.6X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | 4-IN-GALV CONDUIT |  |  | 0225 |  |  |  | 5112875650 |  |  |  | 160.000 |  |  |  | 2,217.6X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | 5612A 1/0 5KV COLD SHRINK TERM KITS |  |  | 0225 |  |  |  | 5112920197 |  |  |  | 36.000 |  |  |  | 2,736.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | 5623K 2/0-250MCM 5KV TERM KIT |  |  | 0215 |  |  |  | 5112874708 |  |  |  | 12.000 |  |  |  | 2,232.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | ###-##-#### 3C #8 CLX 600V |  |  | 0225 |  |  |  | 5112920197 |  |  |  | 1,155.000 |  |  |  | 2,125.2X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | ###-##-#### 3C 750 CLX 600V |  |  | 0225 |  |  |  | 5112878745 |  |  |  | 400.000 |  |  |  | 14,020.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | ACCN-06-144 6-IN CHANNEL |  |  | 0225 |  |  |  | 5112944431 |  |  |  | 13.000 |  |  |  | 1,259.9X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | B22SH-120SS4 1-5/8 SS STRUT SLOTTED |  |  | 0225 |  |  |  | 5112878646 |  |  |  | 150.000 |  |  |  | 1,416.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | B22SH-120SS4 1-5/8 SS STRUTSLOTTED |  |  | 0225 |  |  |  | 5112878646 |  |  |  | 150.000 |  |  |  | 1,416.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | B409-12-SS4 SS CHANNEL BRACKET |  |  | 0225 |  |  |  | 5112918124 |  |  |  | 80.000 |  |  |  | 4,548.8X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | BG98-SA 4-IN MOGUL ALUM BODY COVER BLB 10-SA 4-IN MOGUL ALUM BLB CONDUIT |  |  | 0250 |  |  |  | 5112918104 |  |  |  | 18.000 |  |  |  | 2,016.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | BOD BT10-SA 4-IN ALUM MOGUL BT CONDUIT |  |  | 0250 |  |  |  | 5112878641 |  |  |  | 9.000 |  |  |  | 2,466.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | BODY |  |  | 0250 |  |  |  | 5112918220 |  |  |  | 9.000 |  |  |  | 2,574.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | COND4-G 4-IN PVC COATED CONDUIT |  |  | 0215 |  |  |  | 5112875650 |  |  |  | 200.000 |  |  |  | 4,722.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | CUT/REEL CHARGE |  |  | 0225 |  |  |  | 5112926791 |  |  |  | 3.000 |  |  |  | 1,296.0X |
FCCU Nox Scrubber Tech II |  |  | 4501717484 |  |  | EYS10-SA 4-IN ALUM FEMALE SEAL |  |  | 0250 |  |  |  | 5113000115 |  |  |  | 18.000 |  |  |  | 3,888.0X |

Schedule 2.2(f) – Page 12

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  | 4501717484 |  | LRELL4X36-G PVC COATED ELBOW |  | 0215 |  | 5112878698 |  |  | 16.000 |  |  |  | 6,209.4X |
FCCU Nox Scrubber Tech II |  | 4501717484 |  | TMCX8302 3-IN CORD CONN. |  | 0250 |  | 5112872757 |  |  | 6.000 |  |  |  | 1,476.0X |
FCCU Nox Scrubber Tech II |  | 4501717484 |  | UNY 1005-SA 4-IN ALUM MALE UNION |  | 0250 |  | 5112872695 |  |  | 8.000 |  |  |  | 1,128.7X |
FCCU Nox Scrubber Tech II |  | 4501717484 |  | VMVSJ070GP/MT-IR 70W LIGHT FIXTURE |  | 0225 |  | 5112995073 |  |  | 6.000 |  |  |  | 2,592.0X |
FCCU Nox Scrubber Tech II |  | 4501717484 |  | XLP/PVC-12AWG-3C-W/G-600V-TC |  | 0225 |  | 5112875662 |  |  | 2,000.000 |  |  |  | 1,300.0X |
FCCU Nox Scrubber Tech II |  | 4501717484 |  | YMCX7247 2-1/2 CORD CONN |  | 0250 |  | 5112878672 |  |  | 18.000 |  |  |  | 3,348.0X |
FCCU Nox Scrubber Tech II |  | 4501717816 |  | Senior Flexonics - 2” Flexible Connector |  | 0182 |  | 5113125114 |  |  | 1.000 |  |  |  | 1,775.0X |
FCCU Nox Scrubber Tech II |  | 4501717816 |  | Senior Flexonics - 3” Flexible Connector |  | 0182 |  | 5113125114 |  |  | 1.000 |  |  |  | 1,765.0X |
FCCU Nox Scrubber Tech II |  | 4501717816 |  | Senior Flexonics - 4” Flexible Connector |  | 0182 |  | 5113125114 |  |  | 2.000 |  |  |  | 3,350.0X |
FCCU Nox Scrubber Tech II |  | 4501717816 |  | Senior Flexonics - Flexible Connector |  | 0182 |  | 5113125114 |  |  | 2.000 |  |  |  | 3,900.0X |
FCCU Nox Scrubber Tech II |  | 4501717960 |  | ###-##-#### 3C 500 CLX 600V |  | 0225 |  | 5112926789 |  |  | 1,200.000 |  |  |  | 28,524.0X |
FCCU Nox Scrubber Tech II |  | 4501719771 |  | 3/4 SARCO TD42H TRAP |  | 0175 |  | 5112915147 |  |  | 8.000 |  |  |  | 2,396.9X |
FCCU Nox Scrubber Tech II |  | 4501719957 |  | PPH-CABLE TRAY SUPPORT 18” WIDE @ 18” AB |  | 0225 |  | 5112930690 |  |  | 12.000 |  |  |  | 7,983.8X |
FCCU Nox Scrubber Tech II |  | 4501720910 |  | B409-l2-SS4 SS CHANNEL BRACKET |  | 0225 |  | 5112918282 |  |  | 50.000 |  |  |  | 2,843.0X |
FCCU Nox Scrubber Tech II |  | 4501721453 |  | Eastern Controls - 870ITPH-AYFNZ-7 INTEL |  | 0299 |  | 5112936753 |  |  | 4.000 |  |  |  | 5,275.7X |
FCCU Nox Scrubber Tech II |  | 4501721453 |  | Eastern Controls - ORP10-1N2B DolpHin Se |  | 0299 |  | 5112938672 |  |  | 2.000 |  |  |  | 1,758.3X |
FCCU Nox Scrubber Tech II |  | 4501721453 |  | Eastern Controls - PH10-3N2B DolpHin Ser |  | 0299 |  | 5112938672 |  |  | 2.000 |  |  |  | 1,428.7X |
FCCU Nox Scrubber Tech II |  | 4501721470 |  | Eastern - O’Brien Instrument Enclosure |  | 0215 |  | 5113008914 |  |  | 2.000 |  |  |  | 1,374.0X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | 5-IN-36RAD-90D GALV ELBOW |  | 0215 |  | 5112914621 |  |  | 17.000 |  |  |  | 3,944.0X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | 5-IN-ALUM CONDUIT |  | 0215 |  | 5112926795 |  |  | 80.000 |  |  |  | 1,189.6X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | 5-IN-GALV-CONDUIT |  | 0225 |  | 5112914621 |  |  | 570.000 |  |  |  | 17,920.8X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | 5-IN-PVC-SCHED-40 CONDUIT |  | 0225 |  | 5112914533 |  |  | 1,500.000 |  |  |  | 2,955.0X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | 5XCLOSEX3-ALUM NIPPLE |  | 0250 |  | 5112930660 |  |  | 9.000 |  |  |  | 1,125.0X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | CESD2213 2W-3P RECPT. |  | 0215 |  | 5112956015 |  |  | 8.000 |  |  |  | 2,489.2X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | D2LU324*21l30-3M100 PANELBOARD |  | 0225 |  | 5112956015 |  |  | 1.000 |  |  |  | 12,365.0X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | D2LLU324E-02120E-19120-3M100 PANELBOARD |  | 0225 |  | 5113000153 |  |  | 1.000 |  |  |  | 12,860.0X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | EYS0l26-SA 5-IN SEAL FITTING |  | 0225 |  | 5112958827 |  |  | 17.000 |  |  |  | 6,885.0X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | GFS1 20A GFI |  | 0250 |  | 5112920227 |  |  | 4.000 |  |  |  | 1,487.1X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | RD70 100/250W DOME REFLECTOR |  | 0225 |  | 5112920227 |  |  | 33.000 |  |  |  | 1,044.7X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | UNY012 5-IN MALE UNION |  | 0250 |  | 5112878615 |  |  | 6.000 |  |  |  | 1,034.9X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | VMVS2A100GP/MT 100W HPS LIGHT FIXTURE |  | 0225 |  | 5112920227 |  |  | 13.000 |  |  |  | 3,859.1X |

Schedule 2.2(f) – Page 13

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | VMVS2TW100GP/MT 100W HPS FIXTURE |  | 0225 |  | 5112920227 |  |  | 4.000 |  |  |  | 1,424.0X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | VMVSJ100GP/MT 100W HPS FIXTURE |  | 0250 |  | 5112920227 |  |  | 4.000 |  |  |  | 1,110.8X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | VMVSJ100GP/MT-IR 100W HPS IR FIXTURE |  | 0225 |  | 5113000153 |  |  | 12.000 |  |  |  | 5,184.0X |
FCCU Nox Scrubber Tech II |  | 4501723380 |  | Y48M28T30CU 30KVA TRANSFORMER |  | 0230 |  | 5112935347 |  |  | 3.000 |  |  |  | 9,795.0X |
FCCU Nox Scrubber Tech II |  | 4501724710 |  | Electrical Vault |  | 0250 |  | 5113035601 |  |  | 1.000 |  |  |  | 8,582.0X |
FCCU Nox Scrubber Tech II |  | 4501725326 |  | Eastern Controls - BS806KN Rail Mounting |  | 0215 |  | 5113008931 |  |  | 4.000 |  |  |  | 2,752.0X |
FCCU Nox Scrubber Tech II |  | 4501727540 |  | B22A-240-SS4 1-5/8 BACK TO BACK SS STRUT |  | 0225 |  | 5112926783 |  |  | 320.000 |  |  |  | 3,020.8X |
FCCU Nox Scrubber Tech II |  | 4501727540 |  | B281A-HDG STRUT BACK TO BACK BASE |  | 0225 |  | 5112926783 |  |  | 32.000 |  |  |  | 1,307.5X |
FCCU Nox Scrubber Tech II |  | 4501728846 |  | 66335020 |  | 0155 |  | 5112951555 |  |  | 42.330 |  |  |  | 2,939.4X |
FCCU Nox Scrubber Tech II |  | 4501728846 |  | 66832228 |  | 0155 |  | 5112951555 |  |  | 61.250 |  |  |  | 2,866.5X |
FCCU Nox Scrubber Tech II |  | 4501731999 |  | 1” x 8” x 60” CS Plate |  | 0395 |  | 5112935271 |  |  | 18.000 |  |  |  | 1,890.0X |
FCCU Nox Scrubber Tech II |  | 4501732008 |  | Set of lifting lugs |  | 0330 |  | 5112946375 |  |  | 1.000 |  |  |  | 8,447.0X |
FCCU Nox Scrubber Tech II |  | 4501732008 |  | Temp. support per sketch |  | 0399 |  | 5112946375 |  |  | 1.000 |  |  |  | 1,011.0X |
FCCU Nox Scrubber Tech II |  | 4501733017 |  | 1/16” C276 plate 48” x 144” |  | 0395 |  | 5112999990 |  |  | 6.000 |  |  |  | 20,293.5X |
FCCU Nox Scrubber Tech II |  | 4501735027 |  | Invensys - Triconex FCC SIS |  | 0215 |  | 5113119901 |  |  | 1.000 |  |  |  | 124,600.0X |
FCCU Nox Scrubber Tech II |  | 4501735027 |  | Invensys CO-001 for PO 4501735027 |  | 0215 |  | 5113199998 |  |  | 1.000 |  |  |  | 21,159.1X |
FCCU Nox Scrubber Tech II |  | 4501735127 |  | 27W47 L5-20R LOCKING CONN. |  | 0215 |  | 5112954157 |  |  | 45.000 |  |  |  | 1,454.4X |
FCCU Nox Scrubber Tech II |  | 4501737166 |  | PLT8LH-C120 BLACK TY-RAP |  | 0250 |  | 5112959527 |  |  | 4,000.000 |  |  |  | 4,640.0X |
FCCU Nox Scrubber Tech II |  | 4501737172 |  | 8” S/40S TEE A403 WP316/316LW |  | 0158 |  | 5112943163 |  |  | 2.000 |  |  |  | 1,316.4X |
FCCU Nox Scrubber Tech II |  | 4501737220 |  | 8” X 8” -20’ MIXCED RED & WHITE OAK |  | 0110 |  | 5113022631 |  |  | 36.000 |  |  |  | 3,846.9X |
FCCU Nox Scrubber Tech II |  | 4501737220 |  | FCO to PO # 4501737220 |  | 0110 |  | 5113172774 |  |  | 18.000 |  |  |  | 1,923.4X |
FCCU Nox Scrubber Tech II |  | 4501738162 |  | Elevated Fire Monitor |  | 0164 |  | 5113099200 |  |  | 1.000 |  |  |  | 19,875.0X |
FCCU Nox Scrubber Tech II |  | 4501738728 |  | McKay 308L-16 3/32 6# can |  | 0195 |  | 5112959305 |  |  | 796.000 |  |  |  | 4,298.4X |
FCCU Nox Scrubber Tech II |  | 4501739041 |  | PROVIDE SAFETY CABLE |  | 0162 |  | 5113021050 |  |  | 10.000 |  |  |  | 3,517.5X |
FCCU Nox Scrubber Tech II |  | 4501739648 |  | Deacon 3 150 FLG SS DFT EXCALIBER CK VLV |  | 0175 |  | 5113025778 |  |  | 1.000 |  |  |  | 3,322.1X |
FCCU Nox Scrubber Tech II |  | 4501740638 |  | Rumsey - Circuit Breakers |  | 0220 |  | 5113040929 |  |  | 2.000 |  |  |  | 34,866.0X |
FCCU Nox Scrubber Tech II |  | 4501742010 |  | XLP/PVC-2/0AWG-3/C-W/G-600V-TC |  | 0225 |  | 5112967868 |  |  | 465.000 |  |  |  | 3,654.9X |
FCCU Nox Scrubber Tech II |  | 4501743342 |  | PLT5H-C30LOCKING CABLE TIE |  | 0250 |  | 5112998416 |  |  | 2,000.000 |  |  |  | 1,420.0X |
FCCU Nox Scrubber Tech II |  | 4501745892 |  | 3/4” GL 9368 |  | 0185 |  | 5113017107 |  |  | 4.000 |  |  |  | 1,408.0X |
FCCU Nox Scrubber Tech II |  | 4501745895 |  | 1”CLO1SU301 |  | 0188 |  | 5113024267 |  |  | 3.000 |  |  |  | 1,522.1X |
FCCU Nox Scrubber Tech II |  | 4501745895 |  | 1” GA01SU301 |  | 0188 |  | 5113024267 |  |  | 6.000 |  |  |  | 1,080.9X |

Schedule 2.2(f) – Page 14

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  |  | 4501745895 |  |  | 3/4” GA01SU200 |  | 0188 |  | 5113114459 |  |  | 7.000 |  |  |  | 1,301.8X |
FCCU Nox Scrubber Tech II |  |  | 4501745900 |  |  | 2 150# GATE VALVE |  | 0188 |  | 5113267397 |  |  | 1.000 |  |  |  | 2,895.0X |
FCCU Nox Scrubber Tech II |  |  | 4501745900 |  |  | 3/4 SW/T 800# GATE VALVE |  | 0188 |  | 5113267397 |  |  | 4.000 |  |  |  | 1,524.0X |
FCCU Nox Scrubber Tech II |  |  | 4501746368 |  |  | 10” S/10S TEE A403 WP316 SMLS 1 BONNEY FORGE HL-18L-SW 800# BODY: |  | 0115 |  | 5113010533 |  |  | 1.000 |  |  |  | 1,343.7X |
FCCU Nox Scrubber Tech II |  |  | 4501746837 |  |  | FORG |  | 0188 |  | 5112998981 |  |  | 6.000 |  |  |  | 1,273.6X |
FCCU Nox Scrubber Tech II |  |  | 4501746979 |  |  | 1/8” E904L SS ELECTRODE |  | 0195 |  | 5113040730 |  |  | 306.000 |  |  |  | 6,064.9X |
FCCU Nox Scrubber Tech II |  |  | 4501746979 |  |  | 1/8” ERNiCrMo-10 TIG WIRE |  | 0195 |  | 5113028604 |  |  | 30.000 |  |  |  | 1,268.4X |
FCCU Nox Scrubber Tech II |  |  | 4501746979 |  |  | 3/32” E308L SS ELECTRODE |  | 0195 |  | 5113028604 |  |  | 252.000 |  |  |  | 1,360.8X |
FCCU Nox Scrubber Tech II |  |  | 4501746979 |  |  | 3/32” E904L SS ELECTRODE |  | 0195 |  | 5113040730 |  |  | 252.000 |  |  |  | 4,825.8X |
FCCU Nox Scrubber Tech II |  |  | 4501748482 |  |  | 3/32” E308L SS ELECTRODE |  | 0195 |  | 5113014058 |  |  | 402.000 |  |  |  | 2,170.8X |
FCCU Nox Scrubber Tech II |  |  | 4501748482 |  |  | 3/32” E316 SS ELECTRODE |  | 0195 |  | 5113014058 |  |  | 204.000 |  |  |  | 1,287.2X |
FCCU Nox Scrubber Tech II |  |  | 4501750624 |  |  | 24A-09-06-240 ALUM TRAY |  | 0225 |  | 5113037751 |  |  | 10.000 |  |  |  | 1,960.5X |
FCCU Nox Scrubber Tech II |  |  | 4501753566 |  |  | HVS-1523S IN LINE SPLlCE FOR EACH PHASE HVSA-3 RE-ARMORING AND REJACKETING |  | 0225 |  | 5113038417 |  |  | 24.000 |  |  |  | 8,544.0X |
FCCU Nox Scrubber Tech II |  |  | 4501753566 |  |  | KIT HVT-Z-152-G INDOOR TERMINATION, ONE |  | 0225 |  | 5113038417 |  |  | 8.000 |  |  |  | 6,656.0X |
FCCU Nox Scrubber Tech II |  |  | 4501753566 |  |  | FOR HVT-Z-153-G INDOOR TERMINATION, ONE |  | 0225 |  | 5113038417 |  |  | 36.000 |  |  |  | 3,202.5X |
FCCU Nox Scrubber Tech II |  |  | 4501753566 |  |  | FOR MOD-3A-HVT SEALING BOOT PLUS |  | 0225 |  | 5113038417 |  |  | 12.000 |  |  |  | 1,239.8X |
FCCU Nox Scrubber Tech II |  |  | 4501753566 |  |  | REJACKETING MOD-3B-HVT SEALING BOOT PLUS |  | 0225 |  | 5113038417 |  |  | 12.000 |  |  |  | 4,280.0X |
FCCU Nox Scrubber Tech II |  |  | 4501753566 |  |  | REKJACKETIN |  | 0225 |  | 5113038417 |  |  | 4.000 |  |  |  | 1,547.4X |
FCCU Nox Scrubber Tech II |  |  | 4501759280 |  |  | Lotox Project Priority 1 Pipe Supports |  | 0155 |  | 5113105854 |  |  | 1.000 |  |  |  | 10,637.6X |
FCCU Nox Scrubber Tech II |  |  | 4501759280 |  |  | Lotox Project Priority 2 Pipe Supports |  | 0155 |  | 5113194386 |  |  | 1.000 |  |  |  | 9,947.0X |
FCCU Nox Scrubber Tech II |  |  | 4501759280 |  |  | Lotox Project Priority 3 Pipe Supports |  | 0155 |  | 5113194407 |  |  | 1.000 |  |  |  | 3,244.5X |
FCCU Nox Scrubber Tech II |  |  | 4501759280 |  |  | Lotox Project Priority 4 Pipe Supports |  | 0155 |  | 5113177328 |  |  | 1.000 |  |  |  | 12,909.7X |
FCCU Nox Scrubber Tech II |  |  | 4501762754 |  |  | Hood for fume remover |  | 0164 |  | 5113116078 |  |  | 8.000 |  |  |  | 1,692.0X |
FCCU Nox Scrubber Tech II |  |  | 4501762762 |  |  | SUPPORTS PER ATTACHED DRG. |  | 0330 |  | 5113036344 |  |  | 8.000 |  |  |  | 2,176.0X |
FCCU Nox Scrubber Tech II |  |  | 4501762765 |  |  | Grating clip |  | 0115 |  | 5113086399 |  |  | 600.000 |  |  |  | 1,680.0X |
FCCU Nox Scrubber Tech II |  |  | 4501762765 |  |  | Grating clip |  | 0115 |  | 5113125944 |  |  | 800.000 |  |  |  | 2,240.0X |
FCCU Nox Scrubber Tech II |  |  | 4501762793 |  |  | Invensys - FBM233, 10/100 Mbps Ethernet, |  | 0215 |  | 5113099202 |  |  | 2.000 |  |  |  | 4,205.7X |

Schedule 2.2(f) – Page 15

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  |  | 4501762796 |  |  | BX006DWLS9KR 6-FIBER 62.5, MM, TIGHT BUF |  | 0225 |  | 5113083089 |  |  | 4,026.000 |  |  |  | 4,509.1X |
FCCU Nox Scrubber Tech II |  |  | 4501762796 |  |  | CR36-B NON-METALLIC CABLE RACK |  | 0225 |  | 5113053014 |  |  | 40.000 |  |  |  | 1,842.0X |
FCCU Nox Scrubber Tech II |  |  | 4501762796 |  |  | HVS-1521S IN-LINE SPLICE 3C CLX 4/0 HVSA-3 REARMORING AND REJACKETING |  | 0225 |  | 5113083089 |  |  | 18.000 |  |  |  | 3,353.7X |
FCCU Nox Scrubber Tech II |  |  | 4501762796 |  |  | KIT 3C MBSM-125/30-1200 WRAP AROUND REPAIR |  | 0225 |  | 5113083089 |  |  | 6.000 |  |  |  | 4,992.0X |
FCCU Nox Scrubber Tech II |  |  | 4501762796 |  |  | SLEE |  | 0225 |  | 5113083089 |  |  | 24.000 |  |  |  | 3,175.2X |
FCCU Nox Scrubber Tech II |  |  | 4501762796 |  |  | RA-11 11-INCH ARM |  | 0225 |  | 5113053014 |  |  | 80.000 |  |  |  | 2,248.8X |
FCCU Nox Scrubber Tech II |  |  | 4501763047 |  |  | PLT8LH-C120 LOCKING CABLE TIE 1852-6860R 1 PR 16AWG SHIELDED TRAY |  | 0250 |  | 5113053101 |  |  | 4,000.00 |  |  |  | 4,640.0X |
FCCU Nox Scrubber Tech II |  |  | 4501764661 |  |  | CABLE |  | 0225 |  | 5113092717 |  |  | 10,000.000 |  |  |  | 2,100.0X |
FCCU Nox Scrubber Tech II |  |  | 4501764796 |  |  | Pipe |  | 0158 |  | 5113114354 |  |  | 10.000 |  |  |  | 2,214.9X |
FCCU Nox Scrubber Tech II |  |  | 4501764856 |  |  | EPOXY COAT COOLING WATER SKIDS |  | 0152 |  | 5113053187 |  |  | 1.000 |  |  |  | 7,800.0X |
FCCU Nox Scrubber Tech II |  |  | 4501765879 |  |  | Part # *M5AHSS-44-BL |  | 0299 |  | 5113106085 |  |  | 6.000 |  |  |  | 2,984.4X |
FCCU Nox Scrubber Tech II |  |  | 4501766455 |  |  | Escoweld 7505E/7530 |  | 0368 |  | 5113053027 |  |  | 82.000 |  |  |  | 32,964.0X |
FCCU Nox Scrubber Tech II |  |  | 4501766461 |  |  | Kraemer Gunite - Fireproofing Skirt |  | 0135 |  | 5113106304 |  |  | 1.000 |  |  |  | 19,675.0X |
FCCU Nox Scrubber Tech II |  |  | 4501766977 |  |  | 5XCLOSEX3-ALUM-NIPPLE |  | 0250 |  | 5113117110 |  |  | 10.000 |  |  |  | 1,678.6X |
FCCU Nox Scrubber Tech II |  |  | 4501767064 |  |  | 999 VLV GT SS HL-T 1/2 |  | 0299 |  | 5113104766 |  |  | 3.000 |  |  |  | 1,298.4X |
FCCU Nox Scrubber Tech II |  |  | 4501767878 |  |  | Fab Repads-per provided templates |  | 0330 |  | 5113079935 |  |  | 1.000 |  |  |  | 2,390.0X |
FCCU Nox Scrubber Tech II |  |  | 4501767967 |  |  | B279FL-SS4 2-HOLE SS POST BASE |  | 0225 |  | 5113115455 |  |  | 20.000 |  |  |  | 1,197.2X |
FCCU Nox Scrubber Tech II |  |  | 4501767967 |  |  | N228SS6 3/8-INCH SS SPRING NUT |  | 0225 |  | 5113092663 |  |  | 400.000 |  |  |  | 1,412.0X |
FCCU Nox Scrubber Tech II |  |  | 4501769959 |  |  | 1” x 8” x 60” CS Plate |  | 0395 |  | 5113091115 |  |  | 18.000 |  |  |  | 1,890.0X |
FCCU Nox Scrubber Tech II |  |  | 4501769959 |  |  | FCO # PO 4501769959 |  | 0395 |  | 5113125009 |  |  | 18.000 |  |  |  | 1,890.0X |
FCCU Nox Scrubber Tech II |  |  | 4501769978 |  |  | Leveling discs |  | 0330 |  | 5113092270 |  |  | 40.000 |  |  |  | 1,552.0X |
FCCU Nox Scrubber Tech II |  |  | 4501770902 |  |  | rolled flat bar |  | 0395 |  | 5113105847 |  |  | 1.000 |  |  |  | 1,859.0X |
FCCU Nox Scrubber Tech II |  |  | 4501770902 |  |  | rolled fiat bar |  | 0395 |  | 5113269275 |  |  | 1.000 |  |  |  | 4,841.0X |
FCCU Nox Scrubber Tech II |  |  | 4501771870 |  |  | 1150 1-1/2-INCH SS RIGHT ANGLE CLAMP |  | 0225 |  | 5113115479 |  |  | 50.000 |  |  |  | 1,116.5X |
FCCU Nox Scrubber Tech II |  |  | 4501772207 |  |  | Part # 8M8F-V12LN-SS-ST-SPECIAL |  | 0299 |  | 5113126804 |  |  | 12.000 |  |  |  | 2,355.0X |
FCCU Nox Scrubber Tech II |  |  | 4501775426 |  |  | 6 SCH 40S T316/316L SS SMLS PIPE PE SC 1 |  | 0125 |  | 5113371253 |  |  | 44.000 |  |  |  | 3,729.0X |
FCCU Nox Scrubber Tech II |  |  | 4501776411 |  |  | 3/32” E320-16 Electrodes |  | 0195 |  | 5113124458 |  |  | 168.000 |  |  |  | 4,747.6X |
FCCU Nox Scrubber Tech II |  |  | 4501776415 |  |  | Series “F” Replacement Modules |  | 0395 |  | 5113171624 |  |  | 1.000 |  |  |  | 16,112.0X |
FCCU Nox Scrubber Tech II |  |  | 4501776415 |  |  | Series “G” Replacement Modules |  | 0395 |  | 5113171624 |  |  | 1.000 |  |  |  | 18,648.0X |

Schedule 2.2(f) – Page 16

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  |  | 4501776486 |  |  | 1874-85080 50 PAIR 18AWG IND & OVERALL S |  | 0225 |  | 5113116684 |  |  | 470.000 |  |  |  | 3,440.4X |
FCCU Nox Scrubber Tech II |  |  | 4501776486 |  |  | TMCX9352 3-1/2-INCH CORD CONN. |  | 0250 |  | 5113116559 |  |  | 4.000 |  |  |  | 1,463.5X |
FCCU Nox Scrubber Tech II |  |  | 4501778675 |  |  | 1/8” E309L SS ELECTRODES |  | 0195 |  | 5113124464 |  |  | 150.000 |  |  |  | 1,213.5X |
FCCU Nox Scrubber Tech II |  |  | 4501778675 |  |  | 1/8” E316L SS ELECTRODES |  | 0195 |  | 5113124413 |  |  | 250.000 |  |  |  | 2,117.5X |
FCCU Nox Scrubber Tech II |  |  | 4501778675 |  |  | 1/8” E7018 ELECTRODES |  | 0195 |  | 5113124466 |  |  | 1,000.000 |  |  |  | 2,070.0X |
FCCU Nox Scrubber Tech II |  |  | 4501778675 |  |  | 3/32” E309L SS ELECTRODES |  | 0195 |  | 5113124464 |  |  | 120.000 |  |  |  | 1,056.0X |
FCCU Nox Scrubber Tech II |  |  | 4501778728 |  |  | 2003 3/8 SS BEAM CLAMP |  | 0225 |  | 5113116769 |  |  | 50.000 |  |  |  | 1,032.5X |
FCCU Nox Scrubber Tech II |  |  | 4501780495 |  |  | Custom Cut Oak Wedges |  | 0330 |  | 5113172775 |  |  | 20.000 |  |  |  | 1,170.0X |
FCCU Nox Scrubber Tech II |  |  | 4501783484 |  |  | 18 PETERSEN #141 ALUM PLUG |  | 0155 |  | 5113131277 |  |  | 2.000 |  |  |  | 1,283.4X |
FCCU Nox Scrubber Tech II |  |  | 4501784111 |  |  | 1/8” ER308/308L SS TIG WIRE |  | 0195 |  | 5113181086 |  |  | 150.000 |  |  |  | 1,180.5X |
FCCU Nox Scrubber Tech II |  |  | 4501784111 |  |  | 1/8” ER316 SS TIG WIRE |  | 0195 |  | 5113178211 |  |  | 150.000 |  |  |  | 1,456.5X |
FCCU Nox Scrubber Tech II |  |  | 4501784111 |  |  | 3/32” E7018 ELECTRODE |  | 0195 |  | 5113178211 |  |  | 500.000 |  |  |  | 1,050.0X |
FCCU Nox Scrubber Tech II |  |  | 4501784111 |  |  | 3/32” ER308/308L SS TIG WIRE |  | 0195 |  | 5113178211 |  |  | 150.000 |  |  |  | 1,192.5X |
FCCU Nox Scrubber Tech II |  |  | 4501784111 |  |  | 3/32” ER316 SS TIG WIRE |  | 0195 |  | 5113181086 |  |  | 150.000 |  |  |  | 1,512.0X |
FCCU Nox Scrubber Tech II |  |  | 4501785497 |  |  | l/8” ER308LSS |  | 0195 |  | 5113181083 |  |  | 150.000 |  |  |  | 1,180.5X |
FCCU Nox Scrubber Tech II |  |  | 4501785497 |  |  | 3/32” ER308LSS |  | 0195 |  | 5113181083 |  |  | 150.000 |  |  |  | 1,192.5X |
FCCU Nox Scrubber Tech II |  |  | 4501785497 |  |  | 3/32” ERNiCrMo-4 |  | 0195 |  | 5113181083 |  |  | 100.000 |  |  |  | 3,309.0X |
FCCU Nox Scrubber Tech II |  |  | 4501786200 |  |  | XLP/PVC-12AWG-3C-CU-600V-TC |  | 0225 |  | 5113173722 |  |  | 2,050.00 |  |  |  | 1,148.0X |
FCCU Nox Scrubber Tech II |  |  | 4501787263 |  |  | 5 Star Grout 150-50# |  | 0110 |  | 5113183512 |  |  | 50.000 |  |  |  | 2,550.0X |
FCCU Nox Scrubber Tech II |  |  | 4501787398 |  |  | Coppus 6” x 30’ duct |  | 0162 |  | 5113131318 |  |  | 4.000 |  |  |  | 1,638.0X |
FCCU Nox Scrubber Tech II |  |  | 4501787398 |  |  | PV 1000 porta vent with motor |  | 0162 |  | 5113131318 |  |  | 1.000 |  |  |  | 1,282.5X |
FCCU Nox Scrubber Tech II |  |  | 4501788611 |  |  | F66W36SS TROUGH SS 6” X 6” X 36” |  | 0215 |  | 5113177757 |  |  | 3.000 |  |  |  | 1,395.9X |
FCCU Nox Scrubber Tech II |  |  | 4501790114 |  |  | Copper Buss Bars (6) |  | 0250 |  | 5113178566 |  |  | 1.000 |  |  |  | 1,648.0X |
FCCU Nox Scrubber Tech II |  |  | 4501790142 |  |  | 2003 3/8 SS BEAM CLAMP |  | 0225 |  | 5113190545 |  |  | 50.000 |  |  |  | 1,032.5X |
FCCU Nox Scrubber Tech II |  |  | 4501790142 |  |  | B201SS4 3/8 SS SQUARE WASHER |  | 0225 |  | 5113181028 |  |  | 300.000 |  |  |  | 1,158.0X |
FCCU Nox Scrubber Tech II |  |  | 4501790142 |  |  | B409-12-SS4 STRUT BRACKET SS |  | 0225 |  | 5113180815 |  |  | 50.000 |  |  |  | 2,843.0X |
FCCU Nox Scrubber Tech II |  |  | 4501790142 |  |  | TYC28MX BLACK CABLE TIE |  | 0250 |  | 5113181037 |  |  | 5,000.000 |  |  |  | 2,050.0X |
FCCU Nox Scrubber Tech II |  |  | 4501790143 |  |  | 4/0-3C X-OLENE XLP 3 CABELED WITH 3X #8 POWERLINE IAF PANEL AS PER QUOTE# |  | 0225 |  | 5113196731 |  |  | 300.000 |  |  |  | 3,918.0X |
FCCU Nox Scrubber Tech II |  |  | 4501790143 |  |  | 215358 |  | 0225 |  | 5113211030 |  |  | 1.000 |  |  |  | 2,530.0X |
FCCU Nox Scrubber Tech II |  |  | 4501790548 |  |  | 999 PIPE 304 S40 SMLS 6 |  | 0158 |  | 5113192497 |  |  | 185.100 |  |  |  | 14,260.1X |
FCCU Nox Scrubber Tech II |  |  | 4501790548 |  |  | ELL 304 90 S40 6 |  | 0158 |  | 5113192493 |  |  | 6.000 |  |  |  | 1,446.0X |

Schedule 2.2(f) – Page 17

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
FCCU Nox Scrubber Tech II |  |  | 4501791000 |  |  | ###-##-#### 500MCM 3C CLX |  | 0225 |  | 5113211031 |  |  | 670.000 |  |  |  | 19,409.9X |
FCCU Nox Scrubber Tech II |  |  | 4501791000 |  |  | ###-##-#### 750MCM 3C CLX |  | 0225 |  | 5113211031 |  |  | 236.000 |  |  |  | 10,046.5X |
FCCU Nox Scrubber Tech II |  |  | 4501792814 |  |  | Fabricated Lifting Lugs |  | 0330 |  | 5113178413 |  |  | 2.000 |  |  |  | 3,156.0X |
FCCU Nox Scrubber Tech II |  |  | 4501793203 |  |  | Rumsey - Full Voltage Non-Reversing Star |  | 0220 |  | 5113223168 |  |  | 2.000 |  |  |  | 3,942.0X |
FCCU Nox Scrubber Tech II |  |  | 4501793491 |  |  | 3/4 BONNEY FORGE HL-18L-SW/T 800# BODY: |  | 0188 |  | 5113184673 |  |  | 8.000 |  |  |  | 1,645.6X |
FCCU Nox Scrubber Tech II |  |  | 4501795102 |  |  | XLP/PVC-12AWG-3C-NO-GROUND-600V-CU-TC |  | 0225 |  | 5113201820 |  |  | 3,029.000 |  |  |  | 1,696.2X |
FCCU Nox Scrubber Tech II |  |  | 4501795989 |  |  | STT12V100 TUBULAR FLODDED BATTERY |  | 0225 |  | 5113279149 |  |  | 6.000 |  |  |  | 3,990.6X |
FCCU Nox Scrubber Tech II |  |  | 4501797659 |  |  | B22SH-120SS4 1-5/8 SS SLOTTED STRUT |  | 0225 |  | 5113203626 |  |  | 200.000 |  |  |  | 1,888.0X |
FCCU Nox Scrubber Tech II |  |  | 4501797659 |  |  | B409-12SS4 STRUT SS BRACKET |  | 0225 |  | 5113343193 |  |  | 50.000 |  |  |  | 2,843.0X |
FCCU Nox Scrubber Tech II |  |  | 4501797659 |  |  | VMVSJ100GP/120-IR 100W LIGHT FIXTURE |  | 0225 |  | 5113281004 |  |  | 12.000 |  |  |  | 5,580.0X |
FCCU Nox Scrubber Tech II |  |  | 4501799196 |  |  | 1874-83680 36PR 18AWG IND & OVERALL SHIE |  | 0225 |  | 5113203562 |  |  | 500.000 |  |  |  | 2,660.0X |
FCCU Nox Scrubber Tech II |  |  | 4501801134 |  |  | B22SH-120SS4 1-5/8 SLOTTED SS STRUT |  | 0225 |  | 5113257137 |  |  | 200.000 |  |  |  | 1,888.0X |
FCCU Nox Scrubber Tech II |  |  | 4501802218 |  |  | 1/8” ENiCrMo-3 TIG WIRE |  | 0195 |  | 5113255459 |  |  | 50.000 |  |  |  | 1,426.0X |
FCCU Nox Scrubber Tech II |  |  | 4501802218 |  |  | 1/8” ERNiCrMo-3 ELECTRODE |  | 0195 |  | 5113255459 |  |  | 100.000 |  |  |  | 3,376.0X |
FCCU Nox Scrubber Tech II |  |  | 4501802218 |  |  | 1/8” ERNiCrMo-4 ELECTRODE |  | 0195 |  | 5113255459 |  |  | 50.000 |  |  |  | 1,755.0X |
FCCU Nox Scrubber Tech II |  |  | 4501802218 |  |  | 3/32” ERNiCrMo-3 TIG WIRE |  | 0195 |  | 5113255459 |  |  | 200.000 |  |  |  | 5,790.0X |
FCCU Nox Scrubber Tech II |  |  | 4501802218 |  |  | 3/32” ERNiCrMo-4 TIG WIRE |  | 0195 |  | 5113255459 |  |  | 48.000 |  |  |  | 1,480.3X |
FCCU Nox Scrubber Tech II |  |  | 4501802218 |  |  | 3/32” ERNiCrMo-3 ELECTRODE |  | 0195 |  | 5113255459 |  |  | 100.000 |  |  |  | 3,467.0X |
FCCU Nox Scrubber Tech II |  |  | 4501802218 |  |  | 3/32” ERNiCrMo-4 ELECTRODE |  | 0195 |  | 5113255459 |  |  | 50.000 |  |  |  | 1,773.0X |
Gasification Performance Improvement |  |  | 4501130565 |  |  | Magnetic Sign for Truck |  | 0173 |  | 5110197440 |  |  | 2.000 |  |  |  | 60.0X |
Gasification Performance Improvement |  |  | 4501150638 |  |  | Delivery & Installation |  | 0365 |  | 5110503307 |  |  | 1.000 |  |  |  | 11,175.0X |
Gasification Performance Improvement |  |  | 4501150638 |  |  | Deposit on Furniture per Quote 3//5/07 |  | 0365 |  | 5110503307 |  |  | 1.000 |  |  |  | 60,000.0X |
Gasification Performance Improvement |  |  | 4501150638 |  |  | Furniture per A O E Quote 3//5/07 |  | 0365 |  | 5110503307 |  |  | 1.000 |  |  |  | 104,940.X |
Gasification Performance Improvement |  |  | 4501194420 |  |  | 4’ Square Table w/Seats |  | 0365 |  | 5110678072 |  |  | 1.000 |  |  |  | 542.8X |
Gasification Performance Improvement |  |  | 4501194420 |  |  | 7.5’ Umbrella w/Pole |  | 0365 |  | 5110678072 |  |  | 1.000 |  |  |  | 316.6X |
Gasification Performance Improvement |  |  | 4501194420 |  |  | Ash Urn |  | 0365 |  | 5110678072 |  |  | 1.000 |  |  |  | 324.8X |
Gasification Performance Improvement |  |  | 4501194420 |  |  | Concrete Umbrella Base |  | 0365 |  | 5110678072 |  |  | 1.000 |  |  |  | 63.22 |
Gasification Performance Improvement |  |  | 4501194420 |  |  | Smoking Shelter |  | 0365 |  | 5110678072 |  |  | 1.000 |  |  |  | 5,644.0X |
Gasification Performance Improvement |  |  | 4501217911 |  |  | Combination Cabinet |  | 0365 |  | 5110492531 |  |  | 1.000 |  |  |  | 206.7X |
Gasification Performance Improvement |  |  | 4501217911 |  |  | Estimated Freight |  | 0365 |  | 5110492531 |  |  | 1.000 |  |  |  | 53.23 |

Schedule 2.2(f) – Page 18

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  |  | 4501251484 |  |  | Cal Gas 58L (H2S) |  | 0164 |  | 5110751260 |  |  | 1.000 |  |  |  | 94.25 |
Gasification Performance Improvement |  |  | 4501251484 |  |  | Cal Gas 58L (SO2) |  | 0164 |  | 5110751260 |  |  | 1.000 |  |  |  | 91.0X |
Gasification Performance Improvement |  |  | 4501251484 |  |  | Gas Alert Dock II |  | 0164 |  | 5110751260 |  |  | 1.000 |  |  |  | 1,621.7X |
Gasification Performance Improvement |  |  | 4501251484 |  |  | Micro Dock II Brackets |  | 0164 |  | 5110751260 |  |  | 1.000 |  |  |  | 14.3X |
Gasification Performance improvement |  |  | 4501251484 |  |  | Regulator |  | 0164 |  | 5110751260 |  |  | 2.000 |  |  |  | 422.5X |
Gasification Performance Improvement |  |  | 4501251484 |  |  | Wall Mount |  | 0164 |  | 5110751260 |  |  | 2.000 |  |  |  | 97.5X |
Gasification Performance Improvement |  |  | 4501258882 |  |  | System 2/19 4”x8” thin modular sign |  | 0365 |  | 5110772280 |  |  | 26.000 |  |  |  | 1,634.8X |
Gasification Performance Improvement |  |  | 4501258954 |  |  | Diverter Valve |  | 0399 |  | 5111630548 |  |  | 2.000 |  |  |  | 146,840.XX |
Gasification Performance Improvement |  |  | 4501258954 |  |  | Estimated Freight |  | 0399 |  | 5111641074 |  |  | 1.000 |  |  |  | 5,000.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Add Flanges |  | 0399 |  | 5111860075 |  |  | 1.000 |  |  |  | 1,715.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Add Lifting Holes |  | 0399 |  | 5111860075 |  |  | 1.000 |  |  |  | 1,086.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Add Lifting Plates |  | 0399 |  | 5111860075 |  |  | 1.000 |  |  |  | 1,350.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Add Pads |  | 0399 |  | 5111860075 |  |  | 1.000 |  |  |  | l,270.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Add Plates and Door |  | 0399 |  | 5111860075 |  |  | 1.000 |  |  |  | 3,772.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Estimated Freight |  | 0399 |  | 5111769871 |  |  | 1.000 |  |  |  | 14,900.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Estimated Freight Adjustment |  | 0399 |  | 5111769871 |  |  | 1.000 |  |  |  | 7,229.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Feed Chute |  | 0399 |  | 5111769872 |  |  | 2.000 |  |  |  | 23,450.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Lower Concrete Sump |  | 0399 |  | 5111769872 |  |  | 1.000 |  |  |  | 12,060.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Pipe & Flange Changes |  | 0399 |  | 5111860075 |  |  | 1.000 |  |  |  | 4,338.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Plug Holes |  | 0399 |  | 5111860075 |  |  | 4.000 |  |  |  | 6,592.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Re-designed Tower Platform |  | 0399 |  | 5111769872 |  |  | 1.000 |  |  |  | 89,565.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Relocate covers |  | 0399 |  | 5111860075 |  |  | 1.000 |  |  |  | 2,004.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Relocate Door |  | 0399 |  | 5111860075 |  |  | 1.000 |  |  |  | 1,578.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Revise Rain Cover |  | 0399 |  | 5111860075 |  |  | 1.000 |  |  |  | 5,811.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Submerged Chain Conveyor |  | 0399 |  | 5111820330 |  |  | 1.000 |  |  |  | 928,500.XX |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Surface Preparation |  | 0399 |  | 5111769872 |  |  | 1.000 |  |  |  | 5,500.0X |
Gasification Performance Improvement |  |  | 4501258980 |  |  | Tail Pulley Take-Up |  | 0399 |  | 5111769872 |  |  | 1.000 |  |  |  | 7,950.0X |
Gasification Performance improvement |  |  | 4501308388 |  |  | Footwear Brush |  | 0399 |  | 5110875285 |  |  | 1.000 |  |  |  | 84.94 |
Gasification Performance Improvement |  |  | 4501312974 |  |  | 12 Stage 4x6 Pumps |  | 0368 |  | 5111746300 |  |  | 1.000 |  |  |  | 1,918,845.XX |
Gasification Performance improvement |  |  | 4501312974 |  |  | Lube System |  | 0368 |  | 5113052193 |  |  | 1.000 |  |  |  | 120,387.XX |
Gasification Performance Improvement |  |  | 4501312974 |  |  | Price Adders |  | 0368 |  | 5113134928 |  |  | 1.000 |  |  |  | 152,510.XX |

Schedule 2.2(f) – Page 19

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  |  | 4501315167 |  |  | Estimated Freight |  | 0395 |  | 5112488124 |  |  | 1.000 |  |  |  | 4,000.0X |
Gasification Performance Improvement |  |  | 4501315167 |  |  | Scrubber Bottom Cones |  | 0395 |  | 5111170451 |  |  | 1.000 |  |  |  | 369,060.0X |
Gasification Performance Improvement |  |  | 4501315248 |  |  | BlackWater Handling Sys |  | 0399 |  | 5111373329 |  |  | 1.000 |  |  |  | 2,300,061.0X |
Gasification Performance Improvement |  |  | 4501315248 |  |  | Change Notice: WesTech PO 4501315248 |  | 0399 |  | 5112832378 |  |  | 1.000 |  |  |  | 32,940.4X |
Gasification Performance Improvement |  |  | 4501315248 |  |  | Change Notice: WesTech PO#4501315248 |  | 0399 |  | 5112256466 |  |  | 5.000 |  |  |  | 172,163.0X |
Gasification Performance Improvement |  |  | 4501315248 |  |  | Change Notice: WesTech PO#4501315248 |  | 0399 |  | 5112832378 |  |  | 1.000 |  |  |  | 33,161.5X |
Gasification Performance Improvement |  |  | 4501319183 |  |  | Add Relays |  | 0345 |  | 5111773695 |  |  | 1.000 |  |  |  | 1,830.0X |
Gasification Performance Improvement |  |  | 4501319183 |  |  | Hydro Test Valve |  | 0345 |  | 5111857104 |  |  | 1.000 |  |  |  | 2,145.0X |
Gasification Performance Improvement |  |  | 4501319183 |  |  | Plate & Frame Exchangers |  | 0345 |  | 5111270922 |  |  | 1.000 |  |  |  | 340,011.0X |
Gasification Performance Improvement |  |  | 4501319183 |  |  | Upgrade to Stainless |  | 0345 |  | 5111773695 |  |  | 1.000 |  |  |  | 3,631.0X |
Gasification Performance Improvement |  |  | 4501321982 |  |  | Book Case # 4KJ43 |  | 0365 |  | 5111022403 |  |  | 1.000 |  |  |  | 167.2X |
Gasification Performance Improvement |  |  | 4501321982 |  |  | Bulletin Board #2CY97 |  | 0365 |  | 5110980247 |  |  | 1.000 |  |  |  | 124.5X |
Gasification Performance Improvement |  |  | 4501321982 |  |  | File Cabinets#1KE52 |  | 0365 |  | 5111022405 |  |  | 2.000 |  |  |  | 420.0X |
Gasification Performance Improvement |  |  | 4501321982 |  |  | File Cabinets#1PX81 |  | 0365 |  | 5110981703 |  |  | 1.000 |  |  |  | 140.0X |
Gasification Performance Improvement |  |  | 4501321982 |  |  | Footwear Brush |  | 0365 |  | 5111022331 |  |  | 1.000 |  |  |  | 70.25 |
Gasification Performance Improvement |  |  | 4501331061 |  |  | Grey Water Storage Tank |  | 0375 |  | 5111116746 |  |  | 1.000 |  |  |  | 445,250.0X |
Gasification Performance Improvement |  |  | 4501334430 |  |  | Estimated Freight |  | 0345 |  | 5112768152 |  |  | 1.000 |  |  |  | 58,000.0X |
Gasification Performance Improvement |  |  | 4501334430 |  |  | Increase Service Severity |  | 0345 |  | 5112702569 |  |  | 6.000 |  |  |  | 17,020.0X |
Gasification Performance Improvement |  |  | 4501334430 |  |  | Ohmstedt - Additional Fabrication |  | 0345 |  | 5112703038 |  |  | 1.000 |  |  |  | 1,270.0X |
Gasification Performance Improvement |  |  | 4501334430 |  |  | Shell & Tube Exchangers |  | 0345 |  | 5111667570 |  |  | 1.000 |  |  |  | 2,490,260.0X |
Gasification Performance Improvement |  |  | 4501335012 |  |  | Estimated Freight |  | 0345 |  | 5112113966 |  |  | 1.000 |  |  |  | 76,000.0X |
Gasification Performance Improvement |  |  | 4501335012 |  |  | Head w/Support |  | 0345 |  | 5112113966 |  |  | 1.000 |  |  |  | 19,200.0X |
Gasification Performance Improvement |  |  | 4501335012 |  |  | Modifications |  | 0345 |  | 5112113966 |  |  | 1.000 |  |  |  | 7,400.0X |
Gasification Performance Improvement |  |  | 4501335012 |  |  | Price Adder to add a 1” RFLWN |  | 0345 |  | 5112113966 |  |  | 1.000 |  |  |  | 1,100.0X |
Gasification Performance Improvement |  |  | 4501335012 |  |  | Price Adder to Increase PSV from 6” to 8 |  | 0345 |  | 5112113966 |  |  | 1.000 |  |  |  | 900.0X |
Gasification Performance Improvement |  |  | 4501335012 |  |  | Shell & Tube Exchangers |  | 0345 |  | 5111129266 |  |  | 1.000 |  |  |  | 2,199,200.0X |
Gasification Performance Improvement |  |  | 4501335012 |  |  | Spare Gaskets |  | 0345 |  | 5112113966 |  |  | 1.000 |  |  |  | 36,800.0X |
Gasification Performance Improvement |  |  | 4501335012 |  |  | Support |  | 0345 |  | 5112113966 |  |  | 5.000 |  |  |  | 25,200.0X |
Gasification Performance Improvement |  |  | 4501342171 |  |  | Black File Cabinet 4KJ30 |  | 0365 |  | 5111116797 |  |  | 1.000 |  |  |  | 128.2X |
Gasification Performance Improvement |  |  | 4501342171 |  |  | Black File Cabinet 4KJ42 |  | 0365 |  | 5111116797 |  |  | 1.000 |  |  |  | 209.7X |
Gasification Performance Improvement |  |  | 4501342171 |  |  | Lock Kits 4KJ94 |  | 0365 |  | 5111116797 |  |  | 3.000 |  |  |  | 31.71 |

Schedule 2.2(f) – Page 20

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  |  | 4501346171 |  |  | Structural Steel Per Quote |  | 0330 |  | 5111370376 |  |  | 1.000 |  |  |  | 127,340.X |
Gasification Performance Improvement |  |  | 4501350220 |  |  | Filing Cabinet |  | 0399 |  | 5111134941 |  |  | 1.000 |  |  |  | 244.5X |
Gasification Performance Improvement |  |  | 4501360289 |  |  | Ejector |  | 0158 |  | 5111382729 |  |  | 1.000 |  |  |  | 10,420.0X |
Gasification Performance Improvement |  |  | 4501360289 |  |  | Freight |  | 0158 |  | 5111382729 |  |  | 1.000 |  |  |  | 290.0X |
Gasification Performance Improvement |  |  | 4501367813 |  |  | 30” 90deg Elbow |  | 0158 |  | 5111354962 |  |  | 5.000 |  |  |  | 11,500.0X |
Gasification Performance Improvement |  |  | 4501367813 |  |  | 30” Double Random Length Pipe |  | 0158 |  | 5111354962 |  |  | 239.600 |  |  |  | 32,346.0X |
Gasification Performance Improvement |  |  | 4501367813 |  |  | 30” Flange |  | 0158 |  | 5111354962 |  |  | 2.000 |  |  |  | 2,218.0X |
Gasification Performance Improvement |  |  | 4501367813 |  |  | 30” Single Random Length Pipe |  | 0158 |  | 5111354962 |  |  | 19.900 |  |  |  | 2,686.5X |
Gasification Performance Improvement |  |  | 4501367813 |  |  | Painting |  | 0158 |  | 5111353705 |  |  | 1.000 |  |  |  | 5,300.0X |
Gasification Performance Improvement |  |  | 4501371847 |  |  | File Cabinet Item 4956T2 |  | 0399 |  | 5111187469 |  |  | 1.000 |  |  |  | 268.0X |
Gasification Performance Improvement |  |  | 4501371899 |  |  | Valve |  | 0188 |  | 5111242743 |  |  | 4.000 |  |  |  | 21,175.0X |
Gasification Performance Improvement |  |  | 4501372224 |  |  | Alloy Analyzer |  | 0267 |  | 5111255176 |  |  | 1.000 |  |  |  | 28,450.0X |
Gasification Performance Improvement |  |  | 4501372224 |  |  | Lead Paint Analysis Package |  | 0267 |  | 5111255176 |  |  | 1.000 |  |  |  | 2,500.0X |
Gasification Performance Improvement |  |  | 4501372224 |  |  | Shipping |  | 0267 |  | 5111255176 |  |  | 1.000 |  |  |  | 125.0X |
Gasification Performance Improvement |  |  | 4501378177 |  |  | Electrical Power Equip |  | 0230 |  | 5111286577 |  |  | 1.000 |  |  |  | 2,281,187.X |
Gasification Performance Improvement |  |  | 4501378177 |  |  | Estimated Freight |  | 0230 |  | 5112787448 |  |  | 1.000 |  |  |  | 50,000.0X |
Gasification Performance Improvement |  |  | 4501378177 |  |  | Rumsey Electric - Additional Work |  | 0230 |  | 5112764281 |  |  | 1.000 |  |  |  | 68,379.0X |
Gasification Performance Improvement |  |  | 4501383616 |  |  | Cabinet 7D907 |  | 0399 |  | 5111263728 |  |  | 1.000 |  |  |  | 381.7X |
Gasification Performance Improvement |  |  | 4501388659 |  |  | Additional Freight Cost |  | 0368 |  | 5112030134 |  |  | 1.000 |  |  |  | 444.1X |
Gasification Performance Improvement |  |  | 4501388659 |  |  | Estimated Freight |  | 0368 |  | 5112030134 |  |  | 1.000 |  |  |  | 397.0X |
Gasification Performance Improvement |  |  | 4501388659 |  |  | Recycle Cond Pumps |  | 0368 |  | 5112030134 |  |  | 1.000 |  |  |  | 69,920.0X |
Gasification Performance Improvement |  |  | 4501391633 |  |  | Expedite Delivery |  | 0368 |  | 5111718711 |  |  | 1.000 |  |  |  | 9,500.0X |
Gasification Performance Improvement |  |  | 4501391633 |  |  | Freight |  | 0368 |  | 5111718711 |  |  | 1.000 |  |  |  | 1,500.0X |
Gasification Performance Improvement |  |  | 4501391633 |  |  | Pumps |  | 0368 |  | 5111450877 |  |  | 1.000 |  |  |  | 159,960.X |
Gasification Performance Improvement |  |  | 4501391633 |  |  | Spare Parts |  | 0368 |  | 5111718711 |  |  | 1.000 |  |  |  | 7,297.0X |
Gasification Performance Improvement |  |  | 4501392353 |  |  | Flash Drums |  | 0399 |  | 5111592774 |  |  | 1.000 |  |  |  | 2,826,222.X |
Gasification Performance Improvement |  |  | 4501392353 |  |  | Freight |  | 0399 |  | 5113010100 |  |  | 6.000 |  |  |  | 57,000.0X |
Gasification Performance Improvement |  |  | 4501392353 |  |  | Plant Maint. - Freight |  | 0399 |  | 5113010100 |  |  | 1.000 |  |  |  | 3,941.7X |
Gasification Performance Improvement |  |  | 4501392353 |  |  | Plant Maintenance Serv. - PWHT |  | 0399 |  | 5112775331 |  |  | 2.000 |  |  |  | 19,940.0X |
Gasification Performance Improvement |  |  | 4501392353 |  |  | Plant Mtn Service FCO 63 |  | 0399 |  | 5112593608 |  |  | 1.000 |  |  |  | 66,442.0X |
Gasification Performance Improvement |  |  | 4501392353 |  |  | Plant Mtn. Service - FCO-64 |  | 0399 |  | 5112593608 |  |  | 1.000 |  |  |  | 136,012.X |

Schedule 2.2(f) – Page 21

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  | 4501392353 |  | Plant Mtn. Service - FCO-65 |  | 0399 |  | 5112593608 |  |  | 1.000 |  |  |  | 15,548.0X |
Gasification Performance Improvement |  | 4501402684 |  | Chngs to PO # 4501402684 |  | 0395 |  | 5112684588 |  |  | 1.000 |  |  |  | 13,382.0X |
Gasification Performance Improvement |  | 4501402684 |  | General Welding - Freight 2nd Reactor |  | 0395 |  | 5112698480 |  |  | 1.000 |  |  |  | 121,269.0X |
Gasification Performance Improvement |  | 4501402684 |  | General Welding - Freight Charge FCO 62s |  | 0395 |  | 5112520636 |  |  | 1.000 |  |  |  | 121,269.0X |
Gasification Performance Improvement |  | 4501402684 |  | Reactors & Pots |  | 0395 |  | 5111959589 |  |  | 4.000 |  |  |  | 1,891,876.0X |
Gasification Performance Improvement |  | 4501403802 |  | Additional steel and freight costs |  | 0330 |  | 5111850398 |  |  | 2.000 |  |  |  | 98,843.9X |
Gasification Performance Improvement |  | 4501403802 |  | Engineering Seal |  | 0330 |  | 5111583553 |  |  | 1.000 |  |  |  | 40,000.0X |
Gasification Performance Improvement |  | 4501403802 |  | Freight |  | 0330 |  | 5111668388 |  |  | 12.000 |  |  |  | 64,800.0X |
Gasification Performance Improvement |  | 4501403802 |  | Structural Steel |  | 0330 |  | 5111583556 |  |  | 18.000 |  |  |  | 887,900.0X |
Gasification Performance Improvement |  | 4501407341 |  | Freight |  | 0368 |  | 5112528778 |  |  | 1.000 |  |  |  | 350.0X |
Gasification Performance Improvement |  | 4501407341 |  | Motor |  | 0368 |  | 5112528778 |  |  | 1.000 |  |  |  | 2,505.0X |
Gasification Performance Improvement |  | 4501407341 |  | Pump |  | 0368 |  | 5112528778 |  |  | 1.000 |  |  |  | 28,387.0X |
Gasification Performance Improvement |  | 4501413884 |  | Ball Valve |  | 0188 |  | 5111449286 |  |  | 87.000 |  |  |  | 17,078.9X |
Gasification Performance Improvement |  | 4501413884 |  | Connector |  | 0158 |  | 5111449286 |  |  | 21.000 |  |  |  | 353.4X |
Gasification Performance Improvement |  | 4501413884 |  | Connector |  | 0158 |  | 5111487743 |  |  | 72.000 |  |  |  | 926.6X |
Gasification Performance Improvement |  | 4501413884 |  | Fitting |  | 0158 |  | 5111449286 |  |  | 16.000 |  |  |  | 418.8X |
Gasification Performance Improvement |  | 4501413884 |  | Plug |  | 0158 |  | 5111449286 |  |  | 21.000 |  |  |  | 168.6X |
Gasification Performance Improvement |  | 4501413884 |  | Reducer |  | 0158 |  | 5111459297 |  |  | 21.000 |  |  |  | 339.5X |
Gasification Performance Improvement |  | 4501413884 |  | Reducer |  | 0158 |  | 5111468905 |  |  | 66.000 |  |  |  | 660.6X |
Gasification Performance Improvement |  | 4501413884 |  | Union Tee |  | 0158 |  | 5111449286 |  |  | 66.000 |  |  |  | 1,909.3X |
Gasification Performance Improvement |  | 4501415268 |  | Valve |  | 0188 |  | 5111471661 |  |  | 1.000 |  |  |  | 405.9X |
Gasification Performance Improvement |  | 4501416146 |  | Valve |  | 0185 |  | 5111496060 |  |  | 2.000 |  |  |  | 3,440.0X |
Gasification Performance Improvement |  | 4501416212 |  | Manifold |  | 0188 |  | 5111533212 |  |  | 40.000 |  |  |  | 12,420.0X |
Gasification Performance Improvement |  | 4501416658 |  | Ladders/Handrails |  | 0330 |  | 5112049221 |  |  | 1.000 |  |  |  | 6,275.0X |
Gasification Performance Improvement |  | 4501416658 |  | Structural Steel |  | 0330 |  | 5111927977 |  |  | 22.000 |  |  |  | 179,525.0X |
Gasification Performance Improvement |  | 4501418282 |  | Clamp |  | 0220 |  | 5111485241 |  |  | 6.000 |  |  |  | 1,656.0X |
Gasification Performance Improvement |  | 4501418282 |  | Enclosure |  | 0220 |  | 5111485241 |  |  | 7.000 |  |  |  | 12,696.0X |
Gasification Performance Improvement |  | 4501418282 |  | Kit |  | 0220 |  | 5111485241 |  |  | 11.000 |  |  |  | 822.8X |
Gasification Performance Improvement |  | 4501418282 |  | Seal Boot |  | 0220 |  | 5111485241 |  |  | 11.000 |  |  |  | 403.7X |
Gasification Performance Improvement |  | 4501418282 |  | Stand |  | 0220 |  | 5111485241 |  |  | 7.000 |  |  |  | 917.0X |
Gasification Performance Improvement |  | 4501418282 |  | Topworks |  | 0220 |  | 5111485241 |  |  | 6.000 |  |  |  | 1,784.0X |

Schedule 2.2(f) – Page 22

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  | 4501421461 |  | Boronized Pipe |  | 0158 |  | 5112329828 |  |  | 3.000 |  |  |  | 444,943.0X |
Gasification Performance Improvement |  | 4501421461 |  | Boronized Pipe Add’l Costs |  | 0158 |  | 5112345080 |  |  | 1.000 |  |  |  | 113,542.0X |
Gasification Performance Improvement |  | 4501421461 |  | Freight |  | 0158 |  | 5112345080 |  |  | 1.000 |  |  |  | 30,800.0X |
Gasification Performance Improvement |  | 4501422135 |  | Pump Parts |  | 0368 |  | 5112407290 |  |  | 2.000 |  |  |  | 146,915.0X |
Gasification Performance Improvement |  | 4501422759 |  | Calibration Station |  | 0162 |  | 5111592411 |  |  | 4.000 |  |  |  | 3,180.0X |
Gasification Performance Improvement |  | 4501422759 |  | Calibration Station w/Printer |  | 0162 |  | 5111592411 |  |  | 12.000 |  |  |  | 13,140.0X |
Gasification Performance Improvement |  | 4501422759 |  | Cylinder |  | 0162 |  | 5111592411 |  |  | 4.000 |  |  |  | 632.0X |
Gasification Performance Improvement |  | 4501422759 |  | GasBadge Plus |  | 0162 |  | 5111592411 |  |  | 60.000 |  |  |  | 11,700.0X |
Gasification Performance Improvement |  | 4501422759 |  | Holder |  | 0162 |  | 5111592411 |  |  | 4.000 |  |  |  | 180.0X |
Gasification Performance Improvement |  | 4501422759 |  | Regulator |  | 0162 |  | 5111592411 |  |  | 4.000 |  |  |  | 1,360.0X |
Gasification Performance Improvement |  | 4501422760 |  | Sump Pump |  | 0368 |  | 5111593322 |  |  | 2.000 |  |  |  | 11,320.0X |
Gasification Performance Improvement |  | 4501422760 |  | Switch |  | 0368 |  | 5111593322 |  |  | 6.000 |  |  |  | 189.6X |
Gasification Performance Improvement |  | 4501422774 |  | Mist Eliminator . |  | 0395 |  | 5111763656 |  |  | 4.000 |  |  |  | 59,818.0X |
Gasification Performance Improvement |  | 4501423947 |  | Hammco Air Coolers - Freight-. |  | 0345 |  | 5112702914 |  |  | 1.000 |  |  |  | 12,500.0X |
Gasification Performance Improvement |  | 4501423947 |  | Heat Exchangers |  | 0345 |  | 5112664330 |  |  | 4.000 |  |  |  | 568,183.0X |
Gasification Performance Improvement |  | 4501428909 |  | GASKET,SW,24”,150#,316/GRAF,316lR |  | 0125 |  | 5111484160 |  |  | 1.000 |  |  |  | 113.0X |
Gasification Performance Improvement |  | 4501432550 |  | Ell |  | 0158 |  | 5111829994 |  |  | 100.000 |  |  |  | 10,414.1X |
Gasification Performance Improvement |  | 4501432550 |  | Flange |  | 0158 |  | 5111829994 |  |  | 65.000 |  |  |  | 2,676.30 |
Gasification Performance Improvement |  | 4501432550 |  | Pipe |  | 0158 |  | 5111538779 |  |  | 120.000 |  |  |  | 1,920.0X |
Gasification Performance Improvement |  | 4501432550 |  | Pipe |  | 0158 |  | 5111829994 |  |  | 1,167.67 |  |  |  | 23,184.6X |
Gasification Performance Improvement |  | 4501432550 |  | Reducer |  | 0158 |  | 5111829994 |  |  | 8.000 |  |  |  | 2,013.5X |
Gasification Performance Improvement |  | 4501432550 |  | Sandblast/Prime/Finish |  | 0158 |  | 5111829994 |  |  | 1.000 |  |  |  | 10,000.0X |
Gasification Performance Improvement |  | 4501432550 |  | Tee |  | 0158 |  | 5111829994 |  |  | 11.000 |  |  |  | 725.2X |
Gasification Performance Improvement |  | 4501432550 |  | Valve |  | 0158 |  | 5111538780 |  |  | 16.000 |  |  |  | 1,958.8X |
Gasification Performance Improvement |  | 4501432550 |  | Valve |  | 0158 |  | 5111829989 |  |  | 3.000 |  |  |  | 2,100.0X |
Gasification Performance Improvement |  | 4501432550 |  | Valve |  | 0158 |  | 5111998109 |  |  | 2.000 |  |  |  | 265.8X |
Gasification Performance Improvement |  | 4501440412 |  | Printer, Multicolor 3MU69 |  | 0365 |  | 5111561106 |  |  | 1.000 |  |  |  | 3,250.0X |
Gasification Performance Improvement |  | 4501440412 |  | Ribbon 3MU63 |  | 0420 |  | 5111561106 |  |  | 1.000 |  |  |  | 79.14 |
Gasification Performance Improvement |  | 4501440412 |  | Ribbon, Black 3MU42 |  | 0420 |  | 5111561106 |  |  | 1.000 |  |  |  | 79.14 |
Gasification Performance Improvement |  | 4501440412 |  | Ribbon, Black/Red 3MU54 |  | 0420 |  | 5111561106 |  |  | 1.000 |  |  |  | 79.14 |
Gasification Performance Improvement |  | 4501440412 |  | Tape, White 0.5 inch 3PU33 |  | 0420 |  | 5111561106 |  |  | 1.000 |  |  |  | 48.00 |

Schedule 2.2(f) – Page 23

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  |  | 4501440412 |  |  | Tape, White 1.25 inch 3PU32 |  | 0420 |  | 5111561106 |  |  | 1.000 |  |  |  | 75.0X |
Gasification Performance Improvement |  |  | 4501440412 |  |  | Tape, White 2.25 inch 3PU31 |  | 0420 |  | 5111561106 |  |  | 1.000 |  |  |  | 120.0X |
Gasification Performance Improvement |  |  | 4501440412 |  |  | Tape, White 4 inch 3PU29 |  | 0420 |  | 5111561106 |  |  | 1.000 |  |  |  | 180.0X |
Gasification Performance Improvement |  |  | 4501440412 |  |  | Tape, Yellow 3PU34 |  | 0420 |  | 5111561106 |  |  | 1.000 |  |  |  | 213.5X |
Gasification Performance Improvement |  |  | 4501440412 |  |  | Tape, Yellow 3PU36 |  | 0420 |  | 5111561106 |  |  | 1.000 |  |  |  | 141.7X |
Gasification Performance Improvement |  |  | 4501444135 |  |  | Changes & Additions |  | 0310 |  | 5112827747 |  |  | 1.000 |  |  |  | 21,927.0X |
Gasification Performance Improvement |  |  | 4501444135 |  |  | Estimated Freight |  | 0310 |  | 5112827747 |  |  | 1.000 |  |  |  | 1,388.0X |
Gasification Performance Improvement |  |  | 4501444135 |  |  | Start Up Blower Package |  | 0310 |  | 5112827747 |  |  | 3.000 |  |  |  | 443,863.0X |
Gasification Performance Improvement |  |  | 4501448446 |  |  | Valve |  | 0185 |  | 5111649195 |  |  | 6.000 |  |  |  | 46,200.0X |
Gasification Performance Improvement |  |  | 4501448446 |  |  | Valve |  | 0185 |  | 5111748876 |  |  | 8.000 |  |  |  | 54,200.0X |
Gasification Performance Improvement |  |  | 4501449462 |  |  | Valve |  | 0188 |  | 5111627910 |  |  | 8.000 |  |  |  | 7,960.0X |
Gasification Performance Improvement |  |  | 4501454610 |  |  | Assembly |  | 0270 |  | 5112620010 |  |  | 2.000 |  |  |  | 167.9X |
Gasification Performance Improvement |  |  | 4501454610 |  |  | Cable |  | 0270 |  | 5112620010 |  |  | 17.000 |  |  |  | 992.1X |
Gasification Performance Improvement |  |  | 4501454610 |  |  | Channel |  | 0270 |  | 5112620010 |  |  | 16.000 |  |  |  | 12,985.0X |
Gasification Performance Improvement |  |  | 4501454610 |  |  | Communication Module |  | 0270 |  | 5112620010 |  |  | 2.000 |  |  |  | 2,232.0X |
Gasification Performance Improvement |  |  | 4501454610 |  |  | Enclosure |  | 0270 |  | 5112620010 |  |  | 2.000 |  |  |  | 8,659.1X |
Gasification Performance Improvement |  |  | 4501454610 |  |  | HUB |  | 0270 |  | 5112620010 |  |  | 2.000 |  |  |  | 4,485.0X |
Gasification Performance Improvement |  |  | 4501454610 |  |  | Startup Services |  | 0270 |  | 5112620010 |  |  | 2.000 |  |  |  | 2,736.0X |
Gasification Performance Improvement |  |  | 4501454610 |  |  | Tee |  | 0270 |  | 5112620010 |  |  | 2.000 |  |  |  | 49.24 |
Gasification Performance Improvement |  |  | 4501454610 |  |  | Termination Assembly |  | 0270 |  | 5112620010 |  |  | 14.000 |  |  |  | 1,854.3X |
Gasification Performance Improvement |  |  | 4501454610 |  |  | Terminator |  | 0270 |  | 5112620010 |  |  | 4.000 |  |  |  | 66.54 |
Gasification Performance Improvement |  |  | 4501454688 |  |  | Cable |  | 0270 |  | 5111669602 |  |  | 50.000 |  |  |  | 200.0X |
Gasification Performance Improvement |  |  | 4501454688 |  |  | Documentation |  | 0270 |  | 5111684660 |  |  | 1.000 |  |  |  | 200.0X |
Gasification Performance Improvement |  |  | 4501454688 |  |  | Flowtube |  | 0270 |  | 5111669602 |  |  | 2.000 |  |  |  | 3,805.2X |
Gasification Performance Improvement |  |  | 4501454688 |  |  | Literature |  | 0270 |  | 5111669602 |  |  | 2.000 |  |  |  | 0.02 |
Gasification Performance Improvement |  |  | 4501454688 |  |  | Transmitter |  | 0270 |  | 5111669602 |  |  | 2.000 |  |  |  | 2,827.6X |
Gasification Performance Improvement |  |  | 4501459693 |  |  | Freight |  | 0345 |  | 5112593467 |  |  | 1.000 |  |  |  | 7,800.0X |
Gasification Performance Improvement |  |  | 4501459693 |  |  | Heat Exchangers |  | 0345 |  | 5112593455 |  |  | 4.000 |  |  |  | 338,240.0X |
Gasification Performance Improvement |  |  | 4501466616 |  |  | Change to 60HP Motors |  | 0368 |  | 5112224636 |  |  | 4.000 |  |  |  | 5,624.0X |
Gasification Performance Improvement |  |  | 4501466616 |  |  | Coupling Thomas Series 71 |  | 0368 |  | 5112224636 |  |  | 4.000 |  |  |  | 3,944.0X |
Gasification Performance Improvement |  |  | 4501466616 |  |  | Freight |  | 0368 |  | 5112224636 |  |  | 1.000 |  |  |  | 2,500.0X |

Schedule 2.2(f) – Page 24

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  |  | 4501466616 |  |  | Pump |  | 0368 |  | 5112224636 |  |  | 5.000 |  |  |  | 165,492.0X |
Gasification Performance Improvement |  |  | 4501466616 |  |  | Spares |  | 0368 |  | 5112224636 |  |  | 1.000 |  |  |  | 17,906.0X |
Gasification Performance Improvement |  |  | 4501467086 |  |  | Pump Cans |  | 0399 |  | 5111862395 |  |  | 4.000 |  |  |  | 49,796.00 |
Gasification Performance Improvement |  |  | 4501467086 |  |  | Radiograph |  | 0399 |  | 5111862395 |  |  | 4.000 |  |  |  | 520.0X |
Gasification Performance Improvement |  |  | 4501467997 |  |  | Smith Instrument - Subpanels |  | 0220 |  | 5111722475 |  |  | 2.000 |  |  |  | 10,935.0X |
Gasification Performance Improvement |  |  | 4501469169 |  |  | Valves |  | 0188 |  | 5111775049 |  |  | 4.000 |  |  |  | 31,672.0X |
Gasification Performance Improvement |  |  | 4501469857 |  |  | Instrument |  | 0220 |  | 5111751515 |  |  | 6.000 |  |  |  | 2,689.0X |
Gasification Performance Improvement |  |  | 4501470556 |  |  | Calibrator |  | 0220 |  | 5111860657 |  |  | 1.000 |  |  |  | 280.0X |
Gasification Performance Improvement |  |  | 4501470556 |  |  | Documentation |  | 0220 |  | 5111860657 |  |  | 1.000 |  |  |  | 200.0X |
Gasification Performance Improvement |  |  | 4501470556 |  |  | Horn |  | 0220 |  | 5111860657 |  |  | 4.000 |  |  |  | 5,464.0X |
Gasification Performance Improvement |  |  | 4501470556 |  |  | Kit |  | 0220 |  | 5111860657 |  |  | 1.000 |  |  |  | 736.0X |
Gasification Performance Improvement |  |  | 4501470556 |  |  | Monitor |  | 0220 |  | 5111860657 |  |  | 3.000 |  |  |  | 7,096.0X |
Gasification Performance Improvement |  |  | 4501470556 |  |  | Monitor |  | 0220 |  | 5111926181 |  |  | 3.000 |  |  |  | 6,884.0X |
Gasification Performance Improvement |  |  | 4501470556 |  |  | Strobe |  | 0220 |  | 5111860657 |  |  | 4.000 |  |  |  | 1,856.0X |
Gasification Performance Improvement |  |  | 4501473116 |  |  | Freight |  | 0155 |  | 5111860657 |  |  | 1.000 |  |  |  | 5,000.0X |
Gasification Performance Improvement |  |  | 4501473116 |  |  | Pipe |  | 0155 |  | 5111917952 |  |  | 162.080 |  |  |  | 37,116.3X |
Gasification Performance Improvement |  |  | 4501481865 |  |  | ANVIL 98 HGR TYPE C SIZE 16 PER SPEC |  | 0175 |  | 5111942438 |  |  | 2.000 |  |  |  | 4,088.0X |
Gasification Performance Improvement |  |  | 4501488117 |  |  | Change Notice: HOA and High Temp Switch |  | 0368 |  | 5112606276 |  |  | 1.000 |  |  |  | 2,440.0X |
Gasification Performance Improvement |  |  | 4501488117 |  |  | Filter Sump Pump |  | 0368 |  | 5112351718 |  |  | 1.000 |  |  |  | 89,955.0X |
Gasification Performance Improvement |  |  | 4501488117 |  |  | Freight |  | 0368 |  | 5112351718 |  |  | 1.000 |  |  |  | 500.0X |
Gasification Performance Improvement |  |  | 4501488117 |  |  | Price Escalation |  | 0368 |  | 5112351718 |  |  | 1.000 |  |  |  | 2,305.0X |
Gasification Performance Improvement |  |  | 4501488117 |  |  | Spare Parts |  | 0368 |  | 5112351718 |  |  | 1.000 |  |  |  | 14,750.0X |
Gasification Performance Improvement |  |  | 4501488321 |  |  | EJCON MODEL RTI-600 |  | 0158 |  | 5111927321 |  |  | 4.000 |  |  |  | 5,059.4X |
Gasification Performance Improvement |  |  | 4501494212 |  |  | Cabinet |  | 0399 |  | 5111834674 |  |  | 1.000 |  |  |  | 281.1X |
Gasification Performance Improvement |  |  | 4501494212 |  |  | Can Opener |  | 0399 |  | 5111834674 |  |  | 2.000 |  |  |  | 13.80 |
Gasification Performance Improvement |  |  | 4501494212 |  |  | Cart |  | 0399 |  | 5111834674 |  |  | 1.000 |  |  |  | 218.0X |
Gasification Performance Improvement |  |  | 4501497120 |  |  | Grey Water Startup Pumps |  | 0368 |  | 5113125153 |  |  | 2.000 |  |  |  | 83,752.0X |
Gasification Performance Improvement |  |  | 4501498856 |  |  | Freight |  | 0368 |  | 5112343980 |  |  | 1.000 |  |  |  | 325.0X |
Gasification Performance Improvement |  |  | 4501498856 |  |  | Injection System |  | 0368 |  | 5112256608 |  |  | 2.000 |  |  |  | 66,080.0X |
Gasification Performance Improvement |  |  | 4501501235 |  |  | Fortress- Boot Frames |  | 0330 |  | 5112005239 |  |  | 1.000 |  |  |  | 1,320.0X |
Gasification Performance Improvement |  |  | 4501510968 |  |  | Cable |  | 0270 |  | 5111934182 |  |  | 1.000 |  |  |  | 94.88 |

Schedule 2.2(f) – Page 25

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  |  | 4501515047 |  |  | Valve |  | 0185 |  | 5113021121 |  |  | 29.000 |  |  |  | 42,840.0X |
Gasification Performance Improvement |  |  | 4501516605 |  |  | Bolts |  | 0115 |  | 5111964196 |  |  | 250.000 |  |  |  | 265.0X |
Gasification Performance Improvement |  |  | 4501519103 |  |  | Fuse |  | 0220 |  | 5112052774 |  |  | 100.000 |  |  |  | 30.0X |
Gasification Performance Improvement |  |  | 4501519103 |  |  | Power Supply |  | 0220 |  | 5112052774 |  |  | 4.000 |  |  |  | 2,416.8X |
Gasification Performance Improvement |  |  | 4501519103 |  |  | Terminal Block |  | 0220 |  | 5112052774 |  |  | 266.000 |  |  |  | 1,699.9X |
Gasification Performance Improvement |  |  | 4501525184 |  |  | Liquid Ring Vacuum Pumps - Nash |  | 0368 |  | 5112787883 |  |  | 3.000 |  |  |  | 162,834.XX |
Gasification Performance Improvement |  |  | 4501527217 |  |  | 1/2 MUELLER #582 SW CARBON |  | 0175 |  | 5112001761 |  |  | 2.000 |  |  |  | 92.12 |
Gasification Performance Improvement |  |  | 4501527219 |  |  | I F%26P SIGHT FLOW INDICATOR W/PROPELLER |  | 0175 |  | 5112106788 |  |  | 2.000 |  |  |  | 1,004.9X |
Gasification Performance Improvement |  |  | 4501527219 |  |  | 1/2 AIR VENT # TT-F-1 |  | 0175 |  | 5112018892 |  |  | 2.000 |  |  |  | 510.4X |
Gasification Performance Improvement |  |  | 4501532454 |  |  | Pads |  | 0158 |  | 5112142269 |  |  | 16.000 |  |  |  | 1,568.0X |
Gasification Performance Improvement |  |  | 4501537741 |  |  | Freight |  | 0230 |  | 5112221580 |  |  | 1.000 |  |  |  | 100.0X |
Gasification Performance Improvement |  |  | 4501537741 |  |  | Panel |  | 0230 |  | 5112221580 |  |  | 1.000 |  |  |  | 8,456.0X |
Gasification Performance Improvement |  |  | 4501540561 |  |  | 1/2 MUELLER #582 SW CARBON |  | 0175 |  | 5112036804 |  |  | 4.000 |  |  |  | 184.2X |
Gasification Performance Improvement |  |  | 4501540561 |  |  | 1/2 MUELLER 862BC 1/16 PERF |  | 0175 |  | 5112120064 |  |  | 3.000 |  |  |  | 613.6X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | 2 FCM Slots |  | 0220 |  | 5112311668 |  |  | 4.000 |  |  |  | 829.8X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | 24 SFP Port Uplink Switch |  | 0220 |  | 5112311668 |  |  | 2.000 |  |  |  | 16,402.6X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | 8-Bay Power Supply Chassis |  | 0220 |  | 5112311668 |  |  | 1.000 |  |  |  | 414,9X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Adv Upgrd Lic-Hist 4000 |  | 0220 |  | 5112311668 |  |  | 1.000 |  |  |  | 0.01 |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Advantage Upgrade |  | 0220 |  | 5112311668 |  |  | 8.000 |  |  |  | 0.08 |
Gasification Performance Improvement |  |  | 4501543346 |  |  | AIM*Historian SW Lic |  | 0220 |  | 5112311668 |  |  | 1.000 |  |  |  | 15,639.9X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Baseplate Bracket |  | 0220 |  | 5112311668 |  |  | 10.000 |  |  |  | 759.0X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Cable Interface |  | 0220 |  | 5112311668 |  |  | 5.000 |  |  |  | 396.1X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Client Pack |  | 0220 |  | 5112311668 |  |  | 1.000 |  |  |  | 744.2X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Fault Tolerant Connector |  | 0220 |  | 5112311668 |  |  | 8.000 |  |  |  | 508.4X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Fiber E’net Switch |  | 0220 |  | 5112311668 |  |  | 2.000 |  |  |  | 7,577.1X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Fiber Optic Jumper Cable |  | 0220 |  | 5112311668 |  |  | 32.000 |  |  |  | 1,819.5X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Fiber Splitter / Combiner |  | 0220 |  | 5112311668 |  |  | 16.000 |  |  |  | 5,107.0X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Field Comm Mod w/Fiber Optic |  | 0220 |  | 5112137306 |  |  | 12.000 |  |  |  | 24,373.8X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | I/A Series Function Block SW Lic |  | 0220 |  | 5112311668 |  |  | 4.000 |  |  |  | 56,620.5X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Media Kit |  | 0220 |  | 5112311668 |  |  | 2.000 |  |  |  | 345.6X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | MGBIC w/l000Base-SX Port |  | 0220 |  | 5112311668 |  |  | 24.000 |  |  |  | 16,064.4X |

Schedule 2.2(f) – Page 26

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  |  | 4501543346 |  |  | MIW Bay Kit |  | 0220 |  | 5112311668 |  |  | 3.000 |  |  |  | 422.3X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Mtg Kit |  | 0220 |  | 5112311668 |  |  | 3.000 |  |  |  | 4,691.9X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | MT-RJ To LC Adapter Cable |  | 0220 |  | 5112311668 |  |  | 16.000 |  |  |  | 960.6X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Output Cable |  | 0220 |  | 5112311668 |  |  | 24.000 |  |  |  | 992.3X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Power Cable |  | 0220 |  | 5112311668 |  |  | 4.000 |  |  |  | 106.4X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Power Connection Kit |  | 0220 |  | 5112311668 |  |  | 4.000 |  |  |  | 177.4X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Power Supply |  | 0220 |  | 5112311668 |  |  | 4.000 |  |  |  | 1,781.4X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Redundant Pwr Supply |  | 0220 |  | 5112311668 |  |  | 4.000 |  |  |  | 2,502.0X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Shelf |  | 0220 |  | 5112311668 |  |  | 2.000 |  |  |  | 480.3X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Splitter/Terminator |  | 0220 |  | 5112311668 |  |  | 4.000 |  |  |  | 284.3X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Termination Cable Assembly |  | 0220 |  | 5112311668 |  |  | 8.000 |  |  |  | 1,070.5X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Two-Bay Power Supply Chassis |  | 0220 |  | 5112311668 |  |  | 1.000 |  |  |  | 157.8X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Windows Workstation SW Lic |  | 0220 |  | 5112311668 |  |  | 5.000 |  |  |  | 39,369.8X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Windows Workstation |  | 0220 |  | 5112311668 |  |  | 1.000 |  |  |  | 11,143.8X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Workstation For Windows |  | 0220 |  | 5112311668 |  |  | 5.000 |  |  |  | 12,512.7X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | Workstation Server |  | 0220 |  | 5112311668 |  |  | 1.000 |  |  |  | 8,593.2X |
Gasification Performance Improvement |  |  | 4501543346 |  |  | ZCP270 Control Processor |  | 0220 |  | 5112311668 |  |  | 8.000 |  |  |  | 27,992.4X |
Gasification Performance Improvement |  |  | 4501545134 |  |  | Switch |  | 0220 |  | 5112311668 |  |  | 1.000 |  |  |  | 206.0X |
Gasification Performance Improvement |  |  | 4501546088 |  |  | 6 STD BLIND WELD FLANGE |  | 0155 |  | 5112066463 |  |  | 1.000 |  |  |  | 51.30 |
Gasification Performance Improvement |  |  | 4501546367 |  |  | FLANGE,PIPE,6”,150#,RF,WN,SCH40,FS |  | 0155 |  | 5112114072 |  |  | 2.000 |  |  |  | 60.60 |
Gasification Performance Improvement |  |  | 4501547504 |  |  | 6 STD WELD TEE |  | 0155 |  | 5112106720 |  |  | 1.000 |  |  |  | 96.45 |
Gasification Performance Improvement |  |  | 4501547504 |  |  | 6 STD WN FLANGE |  | 0155 |  | 5112106720 |  |  | 1.000 |  |  |  | 49.99 |
Gasification Performance Improvement |  |  | 4501549675 |  |  | Cable |  | 0210 |  | 5112121553 |  |  | 1.000 |  |  |  | 94.88 |
Gasification Performance Improvement |  |  | 4501551310 |  |  | 14” -150# Spacers |  | 0155 |  | 5112122058 |  |  | 6.000 |  |  |  | 5,100.0X |
Gasification Performance Improvement |  |  | 4501551364 |  |  | 12 CTRLINE LUG BFV BRZ DISC |  | 0175 |  | 5112120145 |  |  | 2.000 |  |  |  | 922.7X |
Gasification Performance Improvement |  |  | 4501551951 |  |  | 1 MUELLER #582 SW CARBON ST |  | 0175 |  | 5112122187 |  |  | 1.000 |  |  |  | 81.64 |
Gasification Performance Improvement |  |  | 4501552696 |  |  | Instrument Bracket |  | 0267 |  | 5112130590 |  |  | 2.000 |  |  |  | 388.0X |
Gasification Performance Improvement |  |  | 4501553502 |  |  | 2 BONNEY FORGE L1-13-RF 150# BODY: FORGE |  | 0155 |  | 5112142622 |  |  | 1.000 |  |  |  | 646.7X |
Gasification Performance Improvement |  |  | 4501553937 |  |  | Orice Plate |  | 0270 |  | 5112330361 |  |  | 1.000 |  |  |  | 194.9X |
Gasification Performance Improvement |  |  | 4501553937 |  |  | Oricife Plate |  | 0270 |  | 5112330361 |  |  | 1.000 |  |  |  | 194.9X |
Gasification Performance Improvement |  |  | 4501554283 |  |  | Solenoid Valve |  | 0299 |  | 5112221552 |  |  | 1.000 |  |  |  | 120.3X |

Schedule 2.2(f) – Page 27

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  | 4501554976 |  | Valve |  | 0185 |  | 5112157901 |  |  | 7.000 |  |  |  | 868.0X |
Gasification Performance Improvement |  | 4501554976 |  | Valve |  | 0185 |  | 5112249466 |  |  | 25.000 |  |  |  | 5,875.0X |
Gasification Performance Improvement |  | 4501555092 |  | 10 STD BLK SMLS A106B/A53B |  | 0155 |  | 5112133527 |  |  | 20.700 |  |  |  | 1,653.3X |
Gasification Performance Improvement |  | 4501555092 |  | 10 STD WELD 45 ELL |  | 0155 |  | 5112133527 |  |  | 1.000 |  |  |  | 154.2X |
Gasification Performance Improvement |  | 4501555092 |  | 10 STD WN FLANGE |  | 0155 |  | 5112133527 |  |  | 1.000 |  |  |  | 121.1X |
Gasification Performance Improvement |  | 4501555092 |  | 10X2 LATERALET STD A234 WPB |  | 0175 |  | 5112137433 |  |  | 1.000 |  |  |  | 123.5X |
Gasification Performance Improvement |  | 4501555092 |  | 10X4 LATERALET STD A234WPB |  | 0175 |  | 5112137433 |  |  | 2.000 |  |  |  | 609.9X |
Gasification Performance Improvement |  | 4501555092 |  | 12 STD BLIND WELD FLANGE |  | 0155 |  | 5112133527 |  |  | 2.000 |  |  |  | 408.0X |
Gasification Performance Improvement |  | 4501555092 |  | 12 STD WN FLANGE |  | 0155 |  | 5112133527 |  |  | 2.000 |  |  |  | 358.4X |
Gasification Performance Improvement |  | 4501555092 |  | 2 1500# RF BLIND FLG A105 |  | 0175 |  | 5112137495 |  |  | 1.000 |  |  |  | 113.5X |
Gasification Performance Improvement |  | 4501555092 |  | 2 1500# SCH 160 WN FLG |  | 0175 |  | 5112137495 |  |  | 2.000 |  |  |  | 187.7X |
Gasification Performance Improvement |  | 4501555092 |  | 2 SCH 160 BW 45 ELBOW |  | 0175 |  | 5112137495 |  |  | 1.000 |  |  |  | 121.5X |
Gasification Performance Improvement |  | 4501555092 |  | 2 SCH160 BLK SMLS PIPE |  | 0175 |  | 5112137466 |  |  | 21.000 |  |  |  | 419.7X |
Gasification Performance Improvement |  | 4501555092 |  | 2 SCH160 BW 90 ELBOW |  | 0175 |  | 5112137492 |  |  | 1.000 |  |  |  | 128.7X |
Gasification Performance Improvement |  | 4501555092 |  | 2 VELAN 3054W-02TS WELDED BONNET |  | 0175 |  | 5112137463 |  |  | 1.000 |  |  |  | 768.2X |
Gasification Performance Improvement |  | 4501555092 |  | 24X12 WELD-O-LET |  | 0155 |  | 5112133486 |  |  | 2.000 |  |  |  | 1,159.3X |
Gasification Performance Improvement |  | 4501555092 |  | 3/4 VOGT# SS2801 MSWXFSW |  | 0175 |  | 5112133483 |  |  | 1.000 |  |  |  | 81.32 |
Gasification Performance Improvement |  | 4501555092 |  | 36-1-1/2X3/4 SOC-O-LET |  | 0155 |  | 5112133527 |  |  | 1.000 |  |  |  | 3.87 |
Gasification Performance Improvement |  | 4501555092 |  | 4 900# RF BLIND FLG A105 |  | 0175 |  | 5112137495 |  |  | 2.000 |  |  |  | 488.8X |
Gasification Performance Improvement |  | 4501555092 |  | 4 900# S120 WN FLG |  | 0175 |  | 5112150939 |  |  | 2.000 |  |  |  | 355.3X |
Gasification Performance Improvement |  | 4501555092 |  | 4 BW VELAN#3054PO2TS 1500# SCH 120 BORE |  | 0175 |  | 5112137463 |  |  | 2.000 |  |  |  | 10,823.0X |
Gasification Performance Improvement |  | 4501555092 |  | 4 SCH 120 BLK SMLS PIPE SRL |  | 0175 |  | 5112137466 |  |  | 22.000 |  |  |  | 1,032.0X |
Gasification Performance Improvement |  | 4501555092 |  | 4 SCH 120 BW LR 90 ELBOW |  | 0175 |  | 5112137495 |  |  | 3.000 |  |  |  | 845.6X |
Gasification Performance Improvement |  | 4501555092 |  | BLOW RIM DIRGHB-4 |  | 0175 |  | 5112134128 |  |  | 2.000 |  |  |  | 1,230.2X |
Gasification Performance Improvement |  | 4501556069 |  | Valve |  | 0185 |  | 5112881119 |  |  | 2.000 |  |  |  | 6,230.0X |
Gasification Performance Improvement |  | 4501559951 |  | 1/2 x 1-3/4” Hex Head Bolt |  | 0115 |  | 5112154256 |  |  | 300.000 |  |  |  | 150.00 |
Gasification Performance Improvement |  | 4501559951 |  | 3/4” Flat Washer |  | 0115 |  | 5112154256 |  |  | 300.000 |  |  |  | 5l.00 |
Gasification Performance Improvement |  | 4501559951 |  | 3/4” Hex Nut |  | 0115 |  | 5112154256 |  |  | 150.000 |  |  |  | 31.50 |
Gasification Performance Improvement |  | 4501561577 |  | Float Switch |  | 0270 |  | 5112223170 |  |  | 3.000 |  |  |  | 260.0X |
Gasification Performance Improvement |  | 4501561601 |  | SS Instrument Brackets |  | 0299 |  | 5112154751 |  |  | 1.000 |  |  |  | 257.0X |
Gasification Performance Improvement |  | 450l563292 |  | Instrument Bracket |  | 0115 |  | 5112200313 |  |  | 4.000 |  |  |  | 52.00 |

Schedule 2.2(f) – Page 28

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  | 4501567304 |  | 12 VELAN F-0064C-02TY 150#BODY: CARBON |  | 0175 |  | 5112254739 |  |  | 2.000 |  |  |  | 2,941.4X |
Gasification Performance Improvement |  | 4501567580 |  | STEGO# 02010.0-01 120V 50W EXPLOSION PRO |  | 0225 |  | 5112224319 |  |  | 2.000 |  |  |  | 361.3X |
Gasification Performance Improvement |  | 4501569496 |  | 14 XH LR 45 DEG WELD ELL |  | 0175 |  | 5112256441 |  |  | 1.000 |  |  |  | 530.5X |
Gasification Performance Improvement |  | 4501569496 |  | 14 XH WELD TEE A234 |  | 0175 |  | 5112256441 |  |  | 1.000 |  |  |  | 1,422.1X |
Gasification Performance Improvement |  | 4501569496 |  | 14” 150# XH A234 RF WN FLG |  | 0155 |  | 5112256441 |  |  | 3.000 |  |  |  | 754.5X |
Gasification Performance Improvement |  | 4501570457 |  | Flare Tip (Ist Pmt) |  | 0335 |  | 5112426095 |  |  | 1.000 |  |  |  | 16,179.0X |
Gasification Performance Improvement |  | 4501570457 |  | Flare Tip (2nd Pmt) |  | 0335 |  | 5112426118 |  |  | 0.915 |  |  |  | 29,607.5X |
Gasification Performance Improvement |  | 4501570457 |  | Zeeco - Additional Eng. Flare Dwgs |  | 0335 |  | 5112426120 |  |  | 1.000 |  |  |  | 2,746.5X |
Gasification Performance Improvement |  | 4501573603 |  | 12 150# LAMONSWR SPIRAL WOUND GASKET GR |  | 0175 |  | 5112239481 |  |  | 4.000 |  |  |  | 35.6X |
Gasification Performance Improvement |  | 4501573603 |  | 7/8 X 5 (4-3/4 FIRST TO FIRST) BLACK S |  | 0115 |  | 5112239481 |  |  | 48.000 |  |  |  | 93.1X |
Gasification Performance Improvement |  | 4501575153 |  | 1/2”-13 FHN Z 5 |  | 0115 |  | 5112244754 |  |  | 200.000 |  |  |  | 40.0X |
Gasification Performance Improvement |  | 4501575153 |  | HCS 1/2-13 x 1.5 Z5 |  | 0115 |  | 5112244754 |  |  | 200.000 |  |  |  | 82.0X |
Gasification Performance Improvement |  | 4501575889 |  | 4’ x 8’ 3/4-#9 expanded metal |  | 0320 |  | 5112240570 |  |  | 1.000 |  |  |  | .95.0X |
Gasification Performance Improvement |  | 4501581028 |  | ROTOHAMER C30 DI RIM&GUIDE |  | 0175 |  | 5112308210 |  |  | 2.000 |  |  |  | 1,278.6X |
Gasification Performance Improvement |  | 4501581028 |  | ROTOHAMMER C24 CHAIN |  | 0184 |  | 5112296840 |  |  | 1.000 |  |  |  | 100.3X |
Gasification Performance Improvement |  | 4501584185 |  | Estimated Freight |  | 0275 |  | 5112769567 |  |  | 1.000 |  |  |  | 250.0X |
Gasification Performance Improvement |  | 4501584185 |  | Pressure Regulator |  | 0275 |  | 5112585299 |  |  | 2.000 |  |  |  | 1,766.8X |
Gasification Performance Improvement |  | 4501584185 |  | Pressure Regulator |  | 0275 |  | 5112608299 |  |  | 2.000 |  |  |  | 1,766.8X |
Gasification Performance Improvement |  | 4501584185 |  | Pressure Regulator |  | 0275 |  | 5112664306 |  |  | 1.000 |  |  |  | 2,525.3X |
Gasification Performance Improvement |  | 4501584185 |  | Pressure Regulator |  | 0275 |  | 5112675824 |  |  | 1.000 |  |  |  | 2,525.3X |
Gasification Performance Improvement |  | 4501584185 |  | Pressure Regulator |  | 0275 |  | 5112675881 |  |  | 1.000 |  |  |  | 3,510.5X |
Gasification Performance Improvement |  | 4501584185 |  | Pressure Regulator |  | 0275 |  | 5112755403 |  |  | 1.000 |  |  |  | 1 ,990.9X |
Gasification Performance Improvement |  | 4501584185 |  | Pressure Regulator |  | 0275 |  | 5112769567 |  |  | 1.000 |  |  |  | 3,643.7X |
Gasification Performance Improvement |  | 4501584185 |  | Pressure Regulator |  | 0275 |  | 5113342969 |  |  | 2.000 |  |  |  | 1,766.8X |
Gasification Performance Improvement |  | 4501584228 |  | Butterfly Valve |  | 0185 |  | 5112880608 |  |  | 2.000 |  |  |  | 22,190.0X |
Gasification Performance Improvement |  | 4501584228 |  | Butterfly Valve |  | 0185 |  | 5113079521 |  |  | 4.000 |  |  |  | 57,304.0X |
Gasification Performance Improvement |  | 4501584228 |  | Estimated Freight |  | 0185 |  | 5113079521 |  |  | 1.000 |  |  |  | 600.0X |
Gasification Performance Improvement |  | 4501589202 |  | Freight |  | 0185 |  | 5112827371 |  |  | 1.000 |  |  |  | 845.0X |
Gasification Performance Improvement |  | 4501589202 |  | Valve |  | 0185 |  | 5112827371 |  |  | 2.000 |  |  |  | 34,014.0X |
Gasification Performance Improvement |  | 4501593270 |  | Heat Sheet |  | 0320 |  | 5112403467 |  |  | 4.000 |  |  |  | 2,690.0X |

Schedule 2.2(f) – Page 29

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Gasification Performance Improvement |  | 4501597937 |  | Float Switch |  | 0368 |  | 5112396794 |  |  | 7.000 |  |  |  | 651.0X |
Gasification Performance Improvement |  | 4501600914 |  | Hopper |  | 0320 |  | 5112412452 |  |  | 2.000 |  |  |  | 2,314.6X |
Gasification Performance Improvement |  | 4501605187 |  | 3’ x 25’ neoprene 1/4” thick |  | 0320 |  | 5112412302 |  |  | 1.000 |  |  |  | 303.0X |
Gasification Performance Improvement |  | 4501606950 |  | 225XST-120A-AMBER STROBE |  | 0225 |  | 5112417984 |  |  | 3.000 |  |  |  | 828.9X |
Gasification Performance Improvement |  | 4501606950 |  | 225XST-120C- CLEAR STROBE |  | 0225 |  | 5112428934 |  |  | 2.000 |  |  |  | 552.6X |
Gasification Performance Improvement |  | 4501606950 |  | 302GCX-120 HORN |  | 0225 |  | 5112416869 |  |  | 2.000 |  |  |  | 1,939.7X |
Gasification Performance Improvement |  | 4501606950 |  | UTM MODULE |  | 0250 |  | 5112416869 |  |  | 2.000 |  |  |  | 141.3X |
Gasification Performance Improvement |  | 4501608195 |  | 316/316L SS SEAMLESS TUBING, 1/4 IN. OD SS SWAGELOK TUBE FITTING, BULKHEAD |  | 0182 |  | 5112440070 |  |  | 320.000 |  |  |  | 1,049.6X |
Gasification Performance Improvement |  | 4501608195 |  | MALE SS SWAGELOK TUBE FITTING, MALE |  | 0182 |  | 5112440070 |  |  | 32.000 |  |  |  | 391.6X |
Gasification Performance Improvement |  | 4501608195 |  | CONNECTOR |  | 0182 |  | 5112440070 |  |  | 72.000 |  |  |  | 393.1X |
Gasification Performance Improvement |  | 4501618558 |  | 1 3000 FS SW TEE |  | 0155 |  | 5112452300 |  |  | 1.000 |  |  |  | 6.1X |
Gasification Performance Improvement |  | 4501618558 |  | 1X3/4 3000 FS SW INS BUSH |  | 0155 |  | 5112452300 |  |  | 1.000 |  |  |  | 3.9X |
Gasification Performance Improvement |  | 4501618558 |  | 3/4 3000 FS SW 90 ELL |  | 0155 |  | 5112452300 |  |  | 6.000 |  |  |  | 18.54 |
Gasification Performance Improvement |  | 4501618558 |  | 3/4 3000 FS SW TEE |  | 0155 |  | 5112452300 |  |  | 1.000 |  |  |  | 4.4X |
Gasification Performance Improvement |  | 4501618558 |  | 3/4 VOGT #TSW2801 SWXTHD |  | 0185 |  | 5112452300 |  |  | 2.000 |  |  |  | 97.2X |
Gasification Performance Improvement |  | 4501618558 |  | 3/4 XH BLK SMLS A106B PIPE |  | 0155 |  | 5112452300 |  |  | 42.000 |  |  |  | 150.7X |
Gasification Performance Improvement |  | 4501618558 |  | 3/4X1/2 3000 FS THRD BUSH |  | 0155 |  | 5112452300 |  |  | 2.000 |  |  |  | 2.22 |
Gasification Performance Improvement |  | 4501618587 |  | 3/8” Pre-insulated tubing |  | 0158 |  | 5112449614 |  |  | 120.000 |  |  |  | 886.8X |
Gasification Performance Improvement |  | 4501668212 |  | GE Multilin’s analysis |  | 0230 |  | 5112763194 |  |  | 1.000 |  |  |  | 980.0X |
Gasification Performance Improvement |  | 4501694822 |  | Steel Suppliers Erectors - Rail w/ Toe P |  | 0330 |  | 5112967781 |  |  | 1.000 |  |  |  | 18,555.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 1 1/2” 90 Deg Elbow BW Sch 160 Alloy 825 |  | 0158 |  | 5110515037 |  |  | 3.000 |  |  |  | 1,395.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 1 1/2” Sch 160 Pipe Alloy 825 |  | 0158 |  | 5110515037 |  |  | 23.520 |  |  |  | 4,351.2X |
Hydro Corr Control Improvement |  | 4501113048 |  | 1-1/2” WNF, CI, 1500 RJ, Sch 160 |  | 0158 |  | 5110515037 |  |  | 2.000 |  |  |  | 1,500.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 14” 45 Deg Elbow BW Sch 120 Alloy 825 |  | 0158 |  | 5111027735 |  |  | 1.000 |  |  |  | 29,325.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 14” 90 Deg Elbow BW Sch 120 Alloy 825 |  | 0158 |  | 5111027735 |  |  | 6.000 |  |  |  | 238,050.X |
Hydro Corr Control Improvement |  | 4501113048 |  | 14” Sch 120 Pipe Alloy 825 |  | 0158 |  | 5111035155 |  |  | 100.500 |  |  |  | 527,826.X |
Hydro Corr Control Improvement |  | 4501113048 |  | 14”x2” Weldolet, Sch 120xSch l60,Aloy825 |  | 0158 |  | 5110515037 |  |  | 2.000 |  |  |  | 1,346.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 14”x6” Weldolet, Sch 120xSch 120,Aloy825 |  | 0158 |  | 5110515037 |  |  | 1.000 |  |  |  | 8,625.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | l4”x8” Weldolet, Sch l20xSch 120,Aloy825 |  | 0158 |  | 5110515037 |  |  | 1.000 |  |  |  | 10,175.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | l6”x14” Concentric Reducer |  | 0158 |  | 5111027735 |  |  | 1.000 |  |  |  | 34,995.0X |

Schedule 2.2(f) – Page 30

AFE Description |  | Purch.Doc. |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Hydro Corr Control Improvement |  | 4501113048 |  | 2” Sch 160 Pipe Alloy 825 |  | 0158 |  | 5110515037 |  |  | 23.040 |  |  |  | 6,336.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 2” WNF, CI 1500 RJ, Sch 160, Alloy825 |  | 0158 |  | 5110515037 |  |  | 2.000 |  |  |  | 2,220.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 3” 90 deg elbow, BW, Sch 80, Alloy 825 |  | 0158 |  | 5110515037 |  |  | 4.000 |  |  |  | 4,300.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 3” Sch 80 Pipe Alloy 825 |  | 0158 |  | 5110515037 |  |  | 22.500 |  |  |  | 7,267.5X |
Hydro Corr Control Improvement |  | 4501113048 |  | 3” WNF, CI 1500 RJ, Sch 80, Alloy825 |  | 0158 |  | 5110515037 |  |  | 9.000 |  |  |  | 17,604.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 3/4” Sch 160 Pipe Alloy 825 |  | 0158 |  | 5110515037 |  |  | 45.000 |  |  |  | 4,005.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 4” 90 Deg Elbow BW Sch 80 Alloy 825 |  | 0158 |  | 5110515037 |  |  | 4.000 |  |  |  | 4,400.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 4” Sch 80 Pipe Alloy 825 |  | 0158 |  | 5110515037 |  |  | 21.770 |  |  |  | 8,773.3X |
Hydro Corr Control Improvement |  | 4501113048 |  | 4” WNF, CI 1500 RJ, Sch 80, Alloy825 |  | 0158 |  | 5110515037 |  |  | 9.000 |  |  |  | 25,857.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 6” WNF, CI 1500 RJ, Sch 120, Alloy825 |  | 0158 |  | 5110515037 |  |  | 1.000 |  |  |  | 7,368.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | 8” WNF, CI 1500 RJ, Sch 120, Alloy825 |  | 0158 |  | 5110515037 |  |  | 1.000 |  |  |  | 10,925.0X |
Hydro Corr Control Improvement |  | 4501113048 |  | Estimated Shipping Charges |  | 0158 |  | 5111455586 |  |  | 1.000 |  |  |  | 10,903.6X |
Hydro Corr Control Improvement |  | 4501131358 |  | David Brown Union Pump |  | 0368 |  | 5110117615 |  |  | 1.000 |  |  |  | 12,260.0X |
Hydro Corr Control Improvement |  | 4501140095 |  | Barnhart Crane (Hake) - Equip Rental |  | 0399 |  | 5110215664 |  |  | 1.000 |  |  |  | 8,529.0X |
Hydro Corr Control Improvement |  | 4501143706 |  | 1” x 3/4” Tee, Red. SW 3000# Alloy 2205 |  | 0158 |  | 5110280630 |  |  | 5.000 |  |  |  | 1,439.9X |
Hydro Corr Control Improvement |  | 4501143706 |  | 16” Elbow BE 45 Deg Sch 100 Alloy 2205 |  | 0158 |  | 5110521419 |  |  | 1.000 |  |  |  | 15,940.0X |
Hydro Corr Control Improvement |  | 4501143706 |  | 2” x 2” Cross SW CL 3000 Alloy 2205 |  | 0158 |  | 5110298145 |  |  | 2.000 |  |  |  | 2,071.0X |
Hydro Corr Control Improvement |  | 4501143706 |  | 2” x 3/4” Tee, Red. SW 3000# Alloy 2205 |  | 0158 |  | 5110280630 |  |  | 8.000 |  |  |  | 4,984.6X |
Hydro Corr Control Improvement |  | 4501143706 |  | 3” Pipe Sch 80S Alloy 2205 |  | 0158 |  | 5110232080 |  |  | 68.840 |  |  |  | 6,333.2X |
Hydro Corr Control Improvement |  | 4501143706 |  | 3” x 1” Swage Conc BExPE Alloy 2205 |  | 0158 |  | 5110280630 |  |  | 5.000 |  |  |  | 1,712.1X |
Hydro Corr Control Improvement |  | 4501143706 |  | 3” x 2” Swage Conc BExPE Alloy 2205 |  | 0158 |  | 5110280630 |  |  | 5.000 |  |  |  | 1,712.1X |
Hydro Corr Control Improvement |  | 4501143706 |  | 3” x 3” Cross BE Sch 80S Alloy 2205 |  | 0158 |  | 5110608125 |  |  | 2.000 |  |  |  | 2,521.5X |
Hydro Corr Control Improvement |  | 4501143706 |  | 3” x 3/4” Swage Conc BExPE Alloy 2205 |  | 0158 |  | 5110280630 |  |  | 4.000 |  |  |  | 1,369.70 |
Hydro Corr Control Improvement |  | 4501143706 |  | 3/4” Elbow SW 90 Deg 3000# Alloy 2205 |  | 0158 |  | 5110280630 |  |  | 26.000 |  |  |  | 2,587.0X |
Hydro Corr Control Improvement |  | 4501143706 |  | 3/4” Pipe Sch 160 Alloy 2205 |  | 0158 |  | 5110232080 |  |  | 47.840 |  |  |  | 1,266.8X |
Hydro Corr Control Improvement |  | 4501143706 |  | 3/4” SW Coupling 3000# Alloy 2205 |  | 0158 |  | 5110280630 |  |  | 21.000 |  |  |  | 1,209.6X |
Hydro Corr Control Improvement |  | 4501143706 |  | 4” x 2” Swage Conc BLExBSE Alloy 2205 |  | 0158 |  | 5110280628 |  |  | 2.000 |  |  |  | 1,329.9X |
Hydro Corr Control Improvement |  | 4501144401 |  | Rental of Ricoh Copier/Fax/Printr 314743 |  | 0365 |  | 5110601538 |  |  | 11.000 |  |  |  | 6,000.0X |
Hydro Corr Control Improvement |  | 4501152740 |  | Material for Part One of HCCP |  | 0158 |  | 5110231913 |  |  | 1.000 |  |  |  | 31,616.5X |
Hydro Corr Control Improvement |  | 4501158314 |  | Absolute Pressure Transmitter |  | 0299 |  | 5110311167 |  |  | 4.000 |  |  |  | 5,994.8X |
Hydro Corr Control Improvement |  | 4501158314 |  | Differential Pressure Flow Transmitter |  | 0299 |  | 5110311167 |  |  | 1.000 |  |  |  | 1,260.3X |

Schedule 2.2(f) – Page 31

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Hydro Corr Control Improvement |  |  | 4501158314 |  |  | S.I.S. Certified Differential Pressure |  | 0299 |  | 5110311167 |  |  | 3.000 |  |  |  | 4,715.4X |
Hydro Corr Control Improvement |  |  | 4501158314 |  |  | S.I.S. Certified Temperature Transmitter |  | 0299 |  | 5110311167 |  |  | 3.000 |  |  |  | 3,569.7X |
Hydro Corr Control Improvement |  |  | 4501158338 |  |  | Angle Body Control Valve |  | 0188 |  | 5111116548 |  |  | 2.000 |  |  |  | 77,090.0X |
Hydro Corr Control Improvement |  |  | 4501158434 |  |  | Globe Body Control Valve |  | 0188 |  | 5111356200 |  |  | 1.000 |  |  |  | 64,572.0X |
Hydro Corr Control Improvement |  |  | 4501169029 |  |  | Freight |  | 0158 |  | 5110842981 |  |  | 1.000 |  |  |  | 2,897.7X |
Hydro Corr Control Improvement |  |  | 4501169029 |  |  | Injection Quill |  | 0158 |  | 5110680140 |  |  | 3.000 |  |  |  | 123,483.9X |
Hydro Corr Control Improvement |  |  | 4501169988 |  |  | Design Cost Adder |  | 0299 |  | 5110826916 |  |  | 2.000 |  |  |  | 4,680.0X |
Hydro Corr Control Improvement |  |  | 4501169988 |  |  | Electric Heat Tracing |  | 0299 |  | 5110826916 |  |  | 2.000 |  |  |  | 2,925.0X |
Hydro Corr Control Improvement |  |  | 4501169988 |  |  | Freight |  | 0299 |  | 5110826916 |  |  | 1.000 |  |  |  | 1,000.0X |
Hydro Corr Control Improvement |  |  | 4501169988 |  |  | Magnetic Level Indicator |  | 0299 |  | 5110826916 |  |  | 2.000 |  |  |  | 99,339.0X |
Hydro Corr Control Improvement |  |  | 4501169988 |  |  | Material Cost Adder |  | 0299 |  | 5110826916 |  |  | 2.000 |  |  |  | 8,699.5X |
Hydro Corr Control Improvement |  |  | 4501170014 |  |  | 316SS Housing |  | 0299 |  | 5110826916 |  |  | 2.000 |  |  |  | 2,400.0X |
Hydro Corr Control Improvement |  |  | 4501170014 |  |  | Drain Flange |  | 0299 |  | 5110826916 |  |  | 2.000 |  |  |  | 4,800.0X |
Hydro Corr Control Improvement |  |  | 4501170014 |  |  | Freight |  | 0299 |  | 5110883492 |  |  | 1.000 |  |  |  | 1,000.0X |
Hydro Corr Control Improvement |  |  | 4501170014 |  |  | Magneitrol Level Displacer |  | 0299 |  | 5110883492 |  |  | 2.000 |  |  |  | 122,157.8X |
Hydro Corr Control Improvement |  |  | 4501170030 |  |  | Design Cost Adder |  | 0299 |  | 5111129412 |  |  | 2.000 |  |  |  | 14,112.0X |
Hydro Corr Control Improvement |  |  | 4501170030 |  |  | Electric Heat Trace |  | 0299 |  | 5111129412 |  |  | 2.000 |  |  |  | 2,222.9X |
Hydro Corr Control Improvement |  |  | 4501170030 |  |  | Freight |  | 0299 |  | 5111129412 |  |  | 1.000 |  |  |  | 1,000.0X |
Hydro Corr Control Improvement |  |  | 4501170030 |  |  | Magnetrol Level Displacer |  | 0299 |  | 5111129412 |  |  | 2.000 |  |  |  | 77,859.0X |
Hydro Corr Control Improvement |  |  | 4501170030 |  |  | Magnetrol-Orion Magnetic Level |  | 0299 |  | 5111129412 |  |  | 1.000 |  |  |  | 76,008.8X |
Hydro Corr Control Improvement |  |  | 4501170030 |  |  | Magnetrol-Orion Magnetic Level |  | 0299 |  | 5111151189 |  |  | 1.000 |  |  |  | 76,008.8X |
Hydro Corr Control Improvement |  |  | 4501170030 |  |  | Material Cost Adder |  | 0299 |  | 5111129412 |  |  | 2.000 |  |  |  | 9,768.9X |
Hydro Corr Control Improvement |  |  | 4501173917 |  |  | Relief Valve |  | 0185 |  | 5110758151 |  |  | 2.000 |  |  |  | 11,270.0X |
Hydro Corr Control Improvement |  |  | 4501173917 |  |  | Rupture Disk |  | 0185 |  | 5110758151 |  |  | 2.000 |  |  |  | 7,190.0X |
Hydro Corr Control Improvement |  |  | 4501173917 |  |  | Rupture Disk Holder |  | 0185 |  | 5110758151 |  |  | 1.000 |  |  |  | 4,949.0X |
Hydro Corr Control Improvement |  |  | 4501175378 |  |  | Check Valve |  | 0188 |  | 5111732522 |  |  | 3.000 |  |  |  | 79,250.0X |
Hydro Corr Control Improvement |  |  | 4501175378 |  |  | Estimated Freight |  | 0188 |  | 5111732522 |  |  | 1.000 |  |  |  | 1,500.0X |
Hydro Corr Control Improvement |  |  | 4501175378 |  |  | Gate Valve |  | 0188 |  | 5111959509 |  |  | 2.000 |  |  |  | 68,660.0X |
Hydro Corr Control Improvement |  |  | 4501187114 |  |  | 1.5” 1500# BW Y Pattern Globe Valve |  | 0188 |  | 5110765811 |  |  | 4.000 |  |  |  | 23,556.0X |
Hydro Corr Control Improvement |  |  | 4501187114 |  |  | 3/4” l500# MBW x FNPT Gate Valve |  | 0188 |  | 5110765811 |  |  | 1.000 |  |  |  | 7,552.0X |
Hydro Corr Control Improvement |  |  | 4501187114 |  |  | 3/4” BW Gate Valve - BW Class 1500 |  | 0188 |  | 5110765811 |  |  | 4.000 |  |  |  | 15,136.0X |

Schedule 2.2(f) – Page 32

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Hydro Corr Control Improvement |  |  | 4501187269 |  |  | Thermocouple |  | 0299 |  | 5110765475 |  |  | 2.000 |  |  |  | 11,400.0X |
Hydro Corr Control Improvement |  |  | 4501197205 |  |  | Part I Mat’l B F Shaw |  | 0158 |  | 5110421298 |  |  | 1.000 |  |  |  | 18,021.1X |
Hydro Corr Control Improvement |  |  | 4501197205 |  |  | Part I Mat’l GEA Rainey |  | 0345 |  | 5110421298 |  |  | 1.000 |  |  |  | 30,140.7X |
Hydro Corr Control Improvement |  |  | 4501197205 |  |  | Part I Mat’l Lockwood Valves |  | 0188 |  | 5110421298 |  |  | 1.000 |  |  |  | 335,125.X |
Hydro Corr Control Improvement |  |  | 4501269123 |  |  | Adder for vents and drains on each stab |  | 0158 |  | 5111074954 |  |  | 2.000 |  |  |  | 1,260.0X |
Hydro Corr Control Improvement |  |  | 4501269123 |  |  | Suction Stabilizer TAG: 36-P-50A |  | 0158 |  | 5111074954 |  |  | 1.000 |  |  |  | 39,612.0X |
Hydro Corr Control Improvement |  |  | 4501269123 |  |  | Suction Stabilizer TAG: 36-P-50B |  | 0158 |  | 5111074954 |  |  | 1.000 |  |  |  | 39,612.0X |
Hydro Corr Control Improvement |  |  | 4501289220 |  |  | 2.4kV Motor Controller |  | 0220 |  | 5111346379 |  |  | 1.000 |  |  |  | 17,817.5X |
Hydro Corr Control Improvement |  |  | 4501289220 |  |  | 2.4kV Motor Controller |  | 0220 |  | 5111354096 |  |  | 1.000 |  |  |  | 17,817.5X |
Hydro Corr Control Improvement |  |  | 4501289220 |  |  | Plug-In Unit 100 AT/ 100 AF |  | 0220 |  | 5111540842 |  |  | 1.000 |  |  |  | 1,847.0X |
Hydro Corr Control Improvement |  |  | 4501289220 |  |  | Plug-In Unit 20 AT/ 100 AF |  | 0220 |  | 5111540842 |  |  | 1.000 |  |  |  | 1,847.0X |
Hydro Corr Control Improvement |  |  | 4501289220 |  |  | Plug-In Unit 30 AT/ 100 AF |  | 0220 |  | 5111540842 |  |  | 1.000 |  |  |  | 1,847.0X |
Hydro Corr Control Improvement |  |  | 4501318902 |  |  | Orifice Flange |  | 0158 |  | 5111348608 |  |  | 1.000 |  |  |  | 6,478.0X |
Hydro Corr Control Improvement |  |  | 4501318902 |  |  | Orifice Plate |  | 0158 |  | 5111348608 |  |  | 3.000 |  |  |  | 8,590.0X |
Hydro Corr Control Improvement |  |  | 4501353722 |  |  | Change Notice 4 - Ram Fab Pipe Fab |  | 0158 |  | 5112578664 |  |  | 1.000 |  |  |  | 7,683.6X |
Hydro Corr Control Improvement |  |  | 4501353722 |  |  | Freight |  | 0158 |  | 5112578664 |  |  | 1.000 |  |  |  | 26,000.0X |
Hydro Corr Control Improvement |  |  | 4501353722 |  |  | Pipe Fabrication |  | 0158 |  | 5112578664 |  |  | 5.000 |  |  |  | 490,306.X |
Hydro Corr Control Improvement |  |  | 4501353722 |  |  | Ram-Fab - Spool Changes, Material Handli |  | 0158 |  | 5112578664 |  |  | 1.000 |  |  |  | 40,180.0X |
Hydro Corr Control Improvement |  |  | 4501353722 |  |  | Ram-Fab Add’l Mat’l Costs |  | 0158 |  | 5111661513 |  |  | 1.000 |  |  |  | 24,908.7X |
Hydro Corr Control Improvement |  |  | 4501353722 |  |  | Ram-Fab, Inc.NDE Inspection Services |  | 0158 |  | 5111838257 |  |  | 1.000 |  |  |  | 27,003.0X |
Hydro Corr Control Improvement |  |  | 4501357246 |  |  | 12” Spectacle Blind |  | 0399 |  | 5111361576 |  |  | 1.000 |  |  |  | 2,649.0X |
Hydro Corr Control Improvement |  |  | 4501357290 |  |  | Ejector and Silencer |  | 0158 |  | 5111390399 |  |  | 1.000 |  |  |  | 8,554.0X |
Hydro Corr Control Improvement |  |  | 4501363775 |  |  | Handling Charges |  | 0158 |  | 5111817600 |  |  | 1.000 |  |  |  | 27,000.0X |
Hydro Corr Control Improvement |  |  | 4501380321 |  |  | 45 KVA |  | 0250 |  | 5111944302 |  |  | 1.000 |  |  |  | 7,500.0X |
Hydro Corr Control Improvement |  |  | 4501380321 |  |  | MS30DXH2E3... |  | 0250 |  | 5111944302 |  |  | 1.000 |  |  |  | 42,700.0X |
Hydro Corr Control Improvement |  |  | 4501380321 |  |  | PCK-PT/PF |  | 0250 |  | 5111543381 |  |  | 30.000 |  |  |  | 1,200.0X |
Hydro Corr Control Improvement |  |  | 4501380321 |  |  | PT-3SB |  | 0250 |  | 5111543381 |  |  | 2,500.000 |  |  |  | 16,000.0X |
Hydro Corr Control Improvement |  |  | 4501380321 |  |  | PT-8SB |  | 0250 |  | 5111543381 |  |  | 2,000.000 |  |  |  | 12,800.0X |
Hydro Corr Control Improvement |  |  | 4501380321 |  |  | RTD-7 |  | 0250 |  | 5111560580 |  |  | 30.000 |  |  |  | 2,400.0X |
Hydro Corr Control Improvement |  |  | 4501380321 |  |  | T-F50 |  | 0250 |  | 5111543381 |  |  | 80.000 |  |  |  | 1,840.0X |
Hydro Corr Control Improvement |  |  | 4501384961 |  |  | Strainer |  | 0155 |  | 5111911191 |  |  | 2.000 |  |  |  | 19,142.0X |

Schedule 2.2(f) – Page 33

AFE Description |  | Purch.Doc. |  |  | Item description |  | Matl Group |  | MatDoc |  | GR qty |  |  | GR amount |
Hydro Corr Control Improvement |  |  | 4501387566 |  |  | Structural Steel |  | 0330 |  | 5112263971 |  |  | 1.000 |  |  |  | 119,038.0X |
Hydro Corr Control Improvement |  |  | 4501390392 |  |  | PS-1114-205-106 Base Spring Assembly |  | 0158 |  | 5111396976 |  |  | 1.000 |  |  |  | 1,510.0X |
Hydro Corr Control Improvement |  |  | 4501390392 |  |  | PS-1114-205-107 Base Spring Assembly |  | 0158 |  | 5111396976 |  |  | 1.000 |  |  |  | 1,250.0X |
Hydro Corr Control Improvement |  |  | 4501390392 |  |  | PS-1339-200C-109 Spring Hanger Assembly |  | 0158 |  | 5111396976 |  |  | 1.000 |  |  |  | 1,566.9X |
Hydro Corr Control Improvement |  |  | 4501413834 |  |  | Shaw - Material Handling |  | 0158 |  | 5111817600 |  |  | 1.000 |  |  |  | 60,585.0X |
Hydro Corr Control Improvement |  |  | 4501427668 |  |  | Ram-Fab to retag valves |  | 0158 |  | 5111487836 |  |  | 1.000 |  |  |  | 1,000.0X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 1 1/2” - VGA098 |  | 0158 |  | 5112541493 |  |  | 2.000 |  |  |  | 1,421.2X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 12” - GA8381 |  | 0158 |  | 5112936682 |  |  | 1.000 |  |  |  | 24,479.1X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 3” - GA3010 |  | 0158 |  | 5112698129 |  |  | 1.000 |  |  |  | 1,594.0X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 3” - GA8380 |  | 0158 |  | 5112541493 |  |  | 1.000 |  |  |  | 3,184.1X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 3” - VGA131 |  | 0158 |  | 5112541494 |  |  | 1.000 |  |  |  | 3,184.1X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 4” - GA2000 |  | 0158 |  | 5112541493 |  |  | 2.000 |  |  |  | 1,081.8X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 4” - GA8380 |  | 0158 |  | 5112613373 |  |  | 5.000 |  |  |  | 21,142.1X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 4” - GA9111 |  | 0158 |  | 5112698129 |  |  | 1.000 |  |  |  | 1,380.7X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 4” - SP-33 |  | 0158 |  | 5111859058 |  |  | 1.000 |  |  |  | 6,633.8X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 4” - SP-34 |  | 0158 |  | 5111859058 |  |  | 1.000 |  |  |  | 6,541.6X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 4” - VGA131 |  | 0158 |  | 5112613373 |  |  | 2.000 |  |  |  | 8,456.8X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 6” - GA1005 |  | 0158 |  | 5111635953 |  |  | 4.000 |  |  |  | 2,430.8X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 6” - VGA131 |  | 0158 |  | 5112541493 |  |  | 2.000 |  |  |  | 16,229.3X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 8” - GA1005 |  | 0158 |  | 5111635953 |  |  | 2.000 |  |  |  | 1,751.8X |
Hydro Corr Control Improvement |  |  | 4501437899 |  |  | 8” - GA8380 |  | 0158 |  | 5112665534 |  |  | 1.000 |  |  |  | 13,684.9X |
Hydro Corr Control Improvement |  |  | 4501484271 |  |  | Change Notice - Union Pump Long Term Sto |  | 0368 |  | 5113252300 |  |  | 7.000 |  |  |  | 7,000.0X |
Hydro Corr Control Improvement |  |  | 4501484271 |  |  | Union Pump - Inspection and Repair |  | 0368 |  | 5112309454 |  |  | 3.000 |  |  |  | 31,067.0X |
Hydro Corr Control Improvement |  |  | 4501484271 |  |  | Union Pump - Long Term Pump Storage |  | 0368 |  | 5113355161 |  |  | 7.000 |  |  |  | 23,750.0X |
Hydro Corr Control Improvement |  |  | 4501525906 |  |  | 2 800 FS WB FP GATE VALVE THRD |  | 0175 |  | 5112009134 |  |  | 2.000 |  |  |  | 1,589.7X |

Schedule 2.2(f) – Page 34

Section 2.5(a)(i)

Wire Transfer Instructions

[REDACTED]

Section 2.7(c)

Retained Litigation

All matters listed on Section 3.8 (Litigation) of these Disclosure Schedules

Section 3.3(a)

Seller Third Person Consents

1. | See Section 3.13 hereof for information regarding consents needed to transfer various process licenses.

2. | Except where noted in Section 3.5(a) of these Schedules, the consent of the counterparties thereto will be required in order to assign all of the Material Contracts.

3. | It is likely that licensor consent will be required to transfer any software that Sellers have agreed to transfer pursuant to Section 8.10 of the APA, other than Seller IP.

Section 3.3(b)

Seller Governmental Approvals

None

Section 3.4(b)

Pipeline Right of Way Matters

1. | As noted in Section 2.1(c) of these schedules and as disclosed in the materials provided in the data room made available for Buyer’s due diligence review in connection with this transaction, there are certain segments of the Pipeline for which Premcor Pipeline has been unable to locate recorded easements or other instruments evidencing Premcor’s Pipeline’s right to traverse such segments with the Pipeline. Note that in Section 2.1(c) of these schedules, references to “ROW Number” means the heritage ROW number in the right-of-way files, including the alignment sheets, related to the Pipeline, copies of which have been made available to Buyer. An annotation in Section 2.1(c) of these schedules to the effect that a ROW Number is ‘skipped” does not necessarily mean that there is a gap in title; rather, it means that the numbering skips in the underlying alignment sheets or records. Please refer to the alignment sheets for more information. Under the column labeled “Recording Data” in Section 2.1(c) of these schedules Seller has indicated segments of the Pipeline with respect to which possible title gaps exist and/or with respect to which there are no instruments of record.

2. | Seller has located a copy of the Assignment of Rights-of-Way and Permits pursuant to which Motiva transferred the Pipeline interests to Premcor Pipeline (before Premcor Pipeline was a subsidiary of Valero), but it does rot appear that such instrument was ever filed of public record in any jurisdiction. In order to attempt to create a public record of the transfer, Seller filed affidavits (to which the Assignment of Rights-of-Way and Permits was attached as an exhibit) in the public records of New Castle County, DE and Delaware County, PA. Seller makes no representations or warranties as to whether or not such affidavits provide legal notice to landowners and other affected Persons as to the transfer of the Pipeline interests from Motiva to Premcor Pipeline.

Section 3.4(d)

Real Property Lease Matters

None.

Confidential Valero Draft

Dated 3/25/2010

Schedule 3.4(e)

Material Fixed Assets – Terminal and Pipeline

Notwithstanding anything to the contrary herein, all items in this Schedule that were purchased as part of a referenced project in the asset register listing are to be included in the Assets to be transferred to Buyers whether those items are installed in the Refinery or Right of Way, stored in the Refinery, in Original Equipment Manufacturer’s storage or in third party storage.

Asset |  | Cap. Date |  |  | Asset Description |  | Asset Class
50000326 |  |  | 2/28/2008 |  |  | Purchase New Fire Apparatus |  | 5000
18024517 |  |  | 1/1/2009 |  |  | Del City Propane Truck Rack |  | 1822
85000014 |  |  | 5/31/2006 |  |  | Capital Spare Parts |  | 8500
20037494 |  |  | 9/1/2005 |  |  | Utility, Potable, & Effluent Water System |  | 2000
20037497 |  |  | 9/1/2005 |  |  | Gasoline Blending Facilities |  | 2000
20037504 |  |  | 9/1/2005 |  |  | Fire Protection System |  | 2000
20037505 |  |  | 9/1/2005 |  |  | Tankage And Transfer Units |  | 2000
20037506 |  |  | 9/1/2005 |  |  | Docks |  | 2000
20037507 |  |  | 9/1/2005 |  |  | General Plant Equipment |  | 2000
20037519 |  |  | 10/31/2005 |  |  | 526 New Roof Deck at Gas Tank 137 |  | 2000
20037532 |  |  | 12/31/2005 |  |  | DC04 504 Gangway for Pier # 2 and Pier # |  | 2000
20037543 |  |  | 12/31/2005 |  |  | 526 Upgrades to Tank 7 |  | 2000
20037604 |  |  | 1/31/2006 |  |  | 526 New Roof Deck at Gas Tank 137 |  | 2000
20037607 |  |  | 2/28/2006 |  |  | 509 A/P Tank Farm Transmitters |  | 2000
20037654 |  |  | 7/3/2006 |  |  | Ethanol Blending |  | 2000
20037669 |  |  | 5/31/2006 |  |  | 509 A/P Tank Farm Transmitters |  | 2000
20037699 |  |  | 6/30/2006 |  |  | 530 Firewater Monitors at Piers |  | 2000
20037749 |  |  | 9/30/2006 |  |  | 526 Upgrades to Tank 7 |  | 2000
20038532 |  |  | 9/30/2007 |  |  | DC04-101355 DCR Marine Crash Gate at Piers |  | 2000
20038563 |  |  | 10/31/2007 |  |  | DC07-102141 AST Leak Detection Systems |  | 2000
20038769 |  |  | 3/31/2008 |  |  | AST Leak Detection Systems 2007 |  | 2000
20038945 |  |  | 8/31/2008 |  |  | DC07- 102149 Tank 187 - AST Foam Piping System |  | 2000
20039022 |  |  | 11/30/2008 |  |  | DC08-102254 Tank 248 and Tank 268 Jumpers |  | 2000

Schedule 3.4(e) – Page 1

Asset |  | Cap. Date |  |  | Asset Description |  | Asset Class
XX39029 |  |  | 8/31/2008 |  |  | DC07-102149 Tank 2- AST Piping System |  | 2000
20039030 |  |  | 8/31/2008 |  |  | DC07-102149 Tank 185- AST Piping System |  | 2000
20039092 |  |  | 12/31/2008 |  |  | AST Leak Detection Systems in 2008 |  | 2000
20039101 |  |  | 12/31/2008 |  |  | AST Foam Piping Systems in 2008 |  | 2000
10002896 |  |  | 9/1/2005 |  |  | Land |  | 1000
11029540 |  |  | 12/31/2006 |  |  | Operator Shelters at Piers |  | 1100
12028910 |  |  | 12/31/2006 |  |  | Supply Domestic Water to Piers |  | 1200
12035490 |  |  | 10/19/2009 |  |  | Install Hydraulic Gangway on Pier #2 |  | 1200
33000269 |  |  | 9/1/2005 |  |  | Laboratory Equipment |  | 3300
33000271 |  |  | 12/31/2005 |  |  | 529 Lab Wavelength Disp X-Ray SpectroPho |  | 3300
33000278 |  |  | 10/31/2006 |  |  | Automated Lab Titration Equipment |  | 3300
33000314 |  |  | 9/30/2007 |  |  | DC07-102133 Pour & Cloud Analyzer Lab Equipment |  | 3300
33000343 |  |  | 12/31/2007 |  |  | DC07-l02152 Electrical PM Prog Relay Test Equip |  | 3300
33000423 |  |  | 12/31/2008 |  |  | DC08-102264 Lab Analyzer Equipment 2008 |  | 3300
10002951 |  |  | 9/1/2005 |  |  | Delaware City Truck Rack Land |  | 1004
11029531 |  |  | 9/1/2005 |  |  | Delaware City Truck Rack Buildings |  | 1104
11030382 |  |  | 9/30/2007 |  |  | PT865 - DE City Truck Rack & PL Surveillance Prj-concr |  | 1104
12028482 |  |  | 3/31/2006 |  |  | Signage for Premcor Acquisition - DC Terminal |  | 1204
18021925 |  |  | 4/30/2007 |  |  | PT865 - Pipes / Flanges / Fittings |  | 1810
18020322 |  |  | 9/1/2005 |  |  | Delaware City Truck Rack Pumps, Piping, Valves |  | 1816
18022858 |  |  | 9/30/2007 |  |  | PT865 - DE City Truck Rack & PL Surveillance - Equip |  | 1818
18020424 |  |  | 9/1/2005 |  |  | Delaware City Truck Rack Loading Lanes |  | 1822
18020425 |  |  | 9/1/2005 |  |  | Delaware City Truck Rack Misc Infrastructure |  | 1822
18020426 |  |  | 9/1/2005 |  |  | Delaware City Truck Rack Vapor Recovery Unit |  | 1822
18020438 |  |  | 10/31/2005 |  |  | Del City Lubricity Project |  | 1822
60004388 |  |  | 9/30/2007 |  |  | PT865 - DE City Truck Rack & PL Surveillance Prj-Equip |  | 6004
80000195 |  |  | 9/30/2007 |  |  | PT865 - DE City Truck Rack & PL Access Control |  | 8004
1022465 |  |  | 10/31/2009 |  |  | Instrumentation - Material |  | 90001
18020491 |  |  | 9/1/2005 |  |  | Delaware City Pipeline |  | 1810
71004268 |  |  | 1/31/2008 |  |  | Scada Disaster Recovery Site - Delaware City Pipe |  | 7104
|  |  |  |  |  | GE Fanuc Cimplicity PLCs and associated equipment located in the |  |
|  |  |  |  |  | origination station control building for the Pipeline and in the destination station control building |  |

Schedule 3.4(e) – Page 2

Section 3.5(a)

Material Contracts

1. | The following contracts related to natural gas supply and transportation:

Counter-Party |  | Contract Name |  | Contract Number |  | Contract Date
Eastern Shore Natural Gas Company |  | T-1 Service Agreement |  | 040002 |  | Nov. 1, 1997
Eastern Shore Natural Gas Company |  | T-1 Service Agreement [Includes assignment of Contract 040002 from Star Enterprises to The Premcor Refining Group Inc.] |  | 040003 |  | May 1, 2004
Eastern Shore Natural Gas Company |  | FT Service Agreement |  | 010059 |  | May 1, 2004
Eastern Shore Natural Gas Company |  | FT Service Agreement |  | 010087 |  | Nov. 1, 2009
Eastern Shore Natural Gas Company |  | IT Service Agreement [Interruptible transportation delivery with no minimum quantity] |  | 030034 |  | May 1, 2004
Sempra Energy Trading LLC |  | Base Contract for Sale and Purchase of Natural Gas |  |  |  | June 3, 2008
Sempra Energy Trading LLC |  | Asset Management Agreement |  |  |  | May 19, 2009
Transcontinental Gas Pipe Line Corp. |  | Service Agreement |  | 9016488 |  | June 1, 2004
Transcontinental Gas Pipe Line Corp. |  | Release of Pipeline capacity |  | 9016488-FT |  | Sept. 1, 2009

2. | Ground Lease, dated January 1, 2003, by and between Motiva Enterprises LLC (now The Premcor Refining Group Inc.), as lessor, and E.I. Du Pont de Nemours and Company, as lessee.

| Note: In conjunction with this Ground Lease, the parties entered into a Services and Commodity Supply Agreement and a Sulfuric Acid Regeneration Agreement. As further disclosed in Section 3.8 (Litigation) of these Schedules, a dispute is pending between Premcor and DuPont over the amount of a Cancellation of Contract Fee that DuPont alleges is due from Premcor under the terms of the Regeneration Agreement as a result of the Shutdown. The sulfuric acid regeneration plant that was used by DuPont to perform services under the Regeneration Agreement is located on the parcel covered by the Ground Lease; however, under the terms of the three agreements, it does not appear that cancellation of the Regeneration Agreement also results in a termination of the Ground Lease. As such, while Premcor will require confirmation from DuPont that the Regeneration Agreement and Commodity Supply Agreement have terminated before Premcor makes any settlement payment to DuPont, Premcor cannot assure Buyer that the Ground Lease will also terminate.

3. | The real property leases listed in Section 1.1(a) of these Schedules.

4. | The following electricity-related contracts:

| a. | QF Self-Certification. Del City operates a 324-MW combined-cycle cogeneration facility, comprised of several generating units, and was self-recertified as a QF on April 29, 2004 in FERC Docket No. QF92-l7-002.

| b. | Interconnection Service Agreement between Delmarva and Premcor Refining, dated October 1, 1999, which covers Units G1, G2 and G4, which are treated solely as “Behind the Meter” generation units. Delmarva would need to consent to the transfer.

| c. | The FERC-approved Interconnection Services Agreement (“FERC ISA”) by and among, PJM, Premcor Refining and Delmarva, effective May 3, 2006 (FERC Docket ER06-1083-002), which covers Units G3, G6 and G7. Delmarva and PJM would need to consent to the transfer.

| d. | The “PJM Contract” as defined in, and subject to the provisions of, Section 5.8 of the Agreement.

5. | The following agricultural leases:

| a. | Agricultural Lease, dated January 11, 2010, between The Premcor Refining Group Inc., as landlord, and Kenny Lester, as tenant, with respect to approximately 220 acres of land (Fields #46, 47, 48 and 18, per Map #1201-110-CE99).

| b. | Agricultural Lease, dated January 11, 2010, between The Premcor Refining Group Inc., as landlord, and Philip Proud, as tenant, with respect

| to approximately 373 acres of land (Fields #49, 50, 51, 52, 53, 13, 14, plus 2 unnumbered fields - approximately 30 acres each, all as per Map #1201-110-CE99).

| c. | Agricultural Lease, dated January 11, 2010, between The Premcor Refining Group Inc., as landlord, and Hill Farming, LLC, as tenant, with respect to approximately 384 acres of land (Fields #DC-1, DC-2, DC-3, DC-4, DC-5, DC-6, DC-7, DC-8, DC-9, DC-l0, DC-11, DC-12, DC-13, DC-14, DC-15, DC-18, 19).

6. | PILOT Agreement between Premcor Refining and the City of Delaware City dated June 13, 2008. Provides for payments in lieu of property taxation by the Refinery owner in exchange for the City’s covenant not to annex the Refinery. By its express terms, this can be transferred to any successor owner of the Refinery without the City’s consent.

7. | Section 3.13 of these Schedules lists certain process licenses that may be Material Contracts

8. | Section 8.l0(e)(ii) of these schedules lists certain software applications, the licenses for which may be Material Contracts.

10. | The following contracts for materials and services related to the Refinery and/or the Pipeline have annual spend in excess of $50,000 and constitute Material Contracts that Buyer must assume at Closing:

Contractor Name |  | Contract |  | Contract Number |  | Comments
Air Products |  | Misc. Work Agreement |  | MW974B |  | Liquid Nitrogen and Propane
City Of Delaware City |  | Water Interconnection Agreement |  | WIA06DC056 |  | Provide H2O to Terminal & Piers
Industrial Compressor Service |  | Rental Service Agreement |  | DC07RA010 |  | Rental Air Comp Rental Utilities & Cooling Tower Rental (Month to Month)
Praxair Services Inc |  | Product Supply Agreement & Onsite Management Cylinder Rider |  | DC05PS048 |  | On-site mgmt. of cylinder gas and nitrogen supply also Industrial Gas Contract - $3250 per month - 6 month notice to cancel

United Water |  | Water Agreement |  | W-3-29 |  | 1992 agreement between Star Enterprises and Wilmington Suburban Water (the predecessor to Suburban). 11MM gallon minimum and 12 month notification Approximately $64,700.00 monthly
Wabash Power Equipment |  | Equipment Rental Contract |  | DC09LS7967 |  | Rental for 2 boiler systems. Expires on 3/31/10 and goes month to month per the terms of the agreement. If buyer has need for these systems after closing, they will need to negotiate with Wabash on continuation or a new rental agreement and accept the removal and return obligation. If buyer does not have a need for the systems – Seller will remove and return.

11. | The following contracts have an annual spend below $50,000, but are either exclusive dealing or requirements contracts or are otherwise necessary for Buyer to conduct the Business as currently conducted; they constitute Material Contracts that Buyer must assume at Closing:

Chalmers & Kubeck |  | National Service Agreement |  | DC04NS070 |  | Storage & Repair of PSV’s. Seller currently has PSV’s stored at C&K. Charge to return PSVs (45 pallets) to Site is 6.600.00 No Cost to leave PSV’s at C&K.
Delaware Bay & River Cooperative |  | Service Agreement |  | DC04086 |  | Inspect and Maintain Oil Spill boats & Oil Spill Clean Up. Annual Inspection and Maintenance Costs for 5 boats - DBRC response Yearly fee $3,220.00 also interim Inspection and Maintenance cost each time accomplished
Barnhart Crane & Rigging (Hake) |  | po 4501187218 |  |  |  | PO for rental of storage beams upon which HP Separator is sitting
Oce’ |  | Lease Agreement |  |  |  | Lease TDS 700 Printer Scanner
Panalytical Inc. |  | Short Form Work Agreement |  | SA06DC076 |  | PMA for X-Unique spectrometer and Helium attachment for period 10/28/2009 to 10/27/2010

Pennsylvania One Call System Inc. |  | Service Agreement – Pipeline |  |  |  | Pipeline underground notification call center
Shimadzu Scientific Instrument |  | Service Agreement |  | SA05DC159 |  | Lab equipment Maintenance
William Scottsman |  | Master Equipment Lease Agreement |  | DC05RS085 |  | Storage Containers & Womens Change Trailer Women’s Change Trailer. 10 sea vans/storage containers at Power Plant Seller may reduce the number of leased trailers between Execution Date and Closing Date if it no longer has the need for them.

12. | The following contracts are “enabling” or “framework” type contracts with no required spend and no other binding obligations, but which Seller considers critical for the conduct of the Business as heretofore conducted by Seller. These contracts are specific to the Refinery. Buyer will not be obligated to take assignment of any of these contracts, but may wish to do so in order to be able to use them post-Closing (note that even if Buyer elects not to take assignment of these contracts, Buyer will be required to honor any PO releases or work releases issued against these contracts that are open as of Closing, so long as Sellers did not issue them in violation of Section 5.1 of the Agreement, except for any PO releases or work releases related to Retained Liabilities, Retained Environmental Liabilities, Excluded Assets and the Scheduled Pre-Closing Environmental Obligations under the Environmental Agreement, including but not limited to tank obligations as generally described in Exhibit K, which Buyer will not be required to honor):

Advanced Specialty |  | National Service Agreement |  | DC05NS016 |  | Insulation Maintenance
Air Compliance Consultants, Inc. |  | National Service Agreement |  | DC05NS007 |  | 2010 Relative Accuracy Test Audits for Boilers #2, #3, and #4.
Ambient Air Quality Services, Inc. |  | Services Agreement and Consulting Agreement |  | DC.08.CS.6898 |  | Regulatory reporting support
ARI Environmental |  | National Service Agreement |  | DC05NS018 |  | RATA and stack testing
Atlantic Coast Laboratories Inc. |  | Short Form Work Agreement |  | SWA06DC070 |  | Water NPDES Sampling & Analytical.
Baycomm Inc. |  | Short Form Work Agreement |  | DC.09.SF.7647 |  | Radio communication system maintenance
Catalyst Handling |  | Work Agreement |  | DC07WA002 |  | Inert catalyst dumping

Cutting Edge |  | Short Form Work Agreement |  | DC07SWA001 |  | Mooring of Barges/Ships On Going Services
Devon Properties |  | Work Agreement |  | WA06DC061 |  | MARSEC, landscaping, janitorial
EDM Enviroplan |  | Consulting Agreement - DCR |  | DC06CS4073 |  | Coke Monitoring Program 2010.
EMSI (Eastern Mechanical Services |  | Short Form Work Agreement |  | SWA06DC085 |  | Well Services & Inspections (for water permit compliance). WELL NOS. 1,3,4,5,6,9,10,15,16, DRAGON RUN & RED LION.
J&K Fleet Services |  | Short Form Work Agreement |  | DC07SWA003 |  | MAINTENANCE/REPAIRS ON VALERO FLEET VEHICLES AS NEEDED. ALSO, INCLUDES REPAIRS TO SHUTTLEWAGONS & OTHER SERVICES AS DIRECTED
Kratos Mid Atlantic |  | Work Agreement |  | DC.08.ES.7245 |  | PERFORM ANNUAL FIRE & SUPPRESSION SYSTEM TESTING AND INSPECTION. KRATOS TO INVOICE ON A QUARTERLY BASIS.
Miller Environmental Group Inc. |  | Service Agreement |  | DC04NS074 |  | Emergency Response ONLY
PCA Engineering |  | Short Form Work Agreement |  | DC06SWA134 |  | 2010 DNPEC required cathodic protection inspections performed on a bimonthly and annual schedule for all cathodically protected tanks.
Pine Mountain Springs |  | Service Agreement |  | SA06DC004 |  | Domestic Water Delivery
Pioneer Fence Co. Inc. |  | National Service Agreement |  | DC05NS125 |  | Fencing Maintenance/Repair Service
Railroad Construction |  | Service Agreement |  | DC05NS126 |  | Railroad Repairs and Maintenance Services
RMB Consulting & Research |  | Consulting Agreement |  | CA06DC059 |  | EDR Reporting
RTP Environmental |  | Consulting Agreement |  | DC06DC067 |  | TEOM Calibrations, Operations Assistance, Routine Data Collection./Reviedw Processing TSP/PM10 Data Reports
Sealtec A Division of Sealco, Inc |  | Work Agreement |  | DC07WA058 |  | Benzene/Neshap compliance inspections on stream leak repairs
Seal-Tech Inc. |  | Work Agreement |  | DC07WA110 |  | LDAR repair/VOC/steam abatement repair
Surburban Custodial |  | Short Form Work Agreement |  | 10000014182 |  | Janitorial Services
Teksolv Inc. |  | Work Agreement |  | DC.09.WA.00035 |  | Safety Recue Services, Hole Watch (Dual Use)

TELFORD TREE EXPERTS |  | Short Form Working Agreement |  | 10000014139 |  | Right-of-Way clearing
Vandemark & Lynch Inc. |  | Engineering Service Agreement |  | DC07ES005 |  | CWIC soundings at dock
Waste Technology |  | Work Agreement |  | DCRL0415B |  | API Bays and Disposal/hazardous waste disposal Environmental (possible Dual use Contract)
Environmental Operating Solutions Inc. |  | PO Only |  | PO 4501802731 |  | Supply Food at WWTP which will be stored into two tanks (Baker Tanks) which is stored at the treater PO only, with no minimum purchase obligation..

Note: Some of the contracts listed in items 10, 11 and 12 of this Section of the Disclosure Schedule may be needed by Sellers in order to perform their obligations under the Agreement after Closing (e.g. their obligations under Section 8.9 of the Agreement regarding the removal of hydrocarbon inventory from Refinery Tanks). In such event, rather than assign such contracts to Buyers, Sellers reserve the right to request that the vendors enter into new contracts with the Buyers on the same terms.

13. | The following Multi-Site Contracts are used by Seller for certain services that Seller believes are critical for the conduct of the Business as currently conducted. As further provided in Section 8.4 of the Agreement (and subject to the terms thereof), none of these Multi-Sites will be assigned to Buyer; however, Buyer will be obligated to honor any purchase orders or work releases issued against these contracts that are outstanding as of Closing, so long as they were not issued in violation of Sellers’ obligations in Section 5.1 of the Agreement and Buyer receives the benefit of the goods or services even if a the contract is not assigned or a new contract is not entered into. Should Buyer so request, Sellers will provide Buyer with contact information for Sellers’ account representatives at these vendors, so that Buyer may pursue its own contract(s) with them.

Aggreko LLC |  |  |  |  |  | Rental of (3) 40kw heaters for the alky/poly, SRU & CCR control rooms due to loss of steam. Estimated rental to be approx 2 months. Rental of 20ton AC unit with flex duct for approx 4 months at Hydrocracker for environmental reasons. As provided in Section 5.1 of these Schedules, Sellers reserve the right to cancel all or part of these

|  |  |  |  |  | rental agreements prior to Closing.
Agilent Technologies |  |  |  |  |  | Repair & Maintenance on GCMS instrument
Allied Barton |  |  |  |  |  | Security
Baker Corp |  |  |  |  |  | Rentals (e.g. of Baker tanks)
Best Access Systems (Stanley Solutions) |  |  |  |  |  | Security System and Locks
C&W Meter Service Inc. |  | Master Work Agreement |  | MWA06DC037 |  | Meter Calibration
Caleb Brett AKA Intertek |  |  |  |  |  | Lab Testing Quarterly at lab and Gasoline testing at gas Stations
Cat Spec |  |  |  |  |  | Catalyst Dump & Load
Cintas |  |  |  |  |  | Uniforms, Rugs & Lockers. Sellers do not rent uniforms but rather pay a cleaning fee. There are some lockers that were used for clean/dirty pick up that belong to Cintas. Sellers are trying to get Cintas to remove them and reserves the right to do so prior to Closing.
Conti Electric |  |  |  |  |  | Electrical & Instrumentation
Convergent Technologies |  |  |  |  |  | Access Badge System
Dresser Rand |  |  |  |  |  | Rotor Storage. Rotors stored with Dresser that are for Del City will be transferred to Buyer. Buyer will have to arrange its own storage agreement or cause them to be delivered to Buyer.
Environmental Standards |  |  |  |  |  | PCB Pollutant Minimization Plan and data validation for PCB analytical Prepare annual report.
GE Mobile Water |  |  |  |  |  | Rental water treatment after April 2010 (Demin Trailers) If Power House starts up this is not needed.
Hydrochem Industrial Services |  |  |  |  |  | Vacuum Truck Services
l.D. GRIFFITH, INC. |  |  |  |  |  | Mechanical Contractor

Industrial Scientific |  |  |  |  |  | Detection equipment services
Invensys |  |  |  |  |  | Foxboro DCS support
Jordan Technologies |  |  |  |  |  | Vapor Recovery Units Maintenance & Testing
KoneCranes |  |  |  |  |  | Inspection and Repair of hoist & lifts at piers and all bridge cranes
Modular Space Corp |  |  |  |  |  | Gym trailer (month-to-month rental) Women trailer 12 x60
NAPP GRECCO COMPANY |  |  |  |  |  | Repair Pipeline part of Oil Spill Mechanical Contractor
National Response Corp |  |  |  |  |  | Oil Spill Response
PH&H |  |  |  |  |  | Vehicle Lease
PPG |  |  |  |  |  | Caustic for DCPP WTP
Ricoh |  |  |  |  |  | Lease of Copiers. As noted in Section 5.1 of these Schedules, Sellers reserve the right to cause copiers at the Refinery to be returned to the lessor or relocated to Affiliate facilities.
Siemens/US Filter |  |  |  |  |  | Benzene NESHAP carbon canister change outs
Sulzer Pumps US Inc. |  |  |  |  |  | Repair Pipeline Pumps
Summit Inspection Services |  |  |  |  |  | LDAR Monitoring
Veolia |  |  |  |  |  | DNF Sludge processing; API/CPI clean up
Waste Management |  |  |  |  |  | Non-hazardous waste disposal/transportation
Western Oil Field |  |  |  |  |  | Rentals
Xerox |  |  |  |  |  | Copiers. As noted in Section 5.1 of these Schedules, Sellers reserve the right to cause as many ccpies at the Refinery as possible to be returned to the lessor or relocated to Affiliate facilities.

14. | Access Agreement between Motiva Enterprises LLC and Premcor Refining dated April 30, 2004.

15. | Purchase Order No. 4501381966 issued to Harbison-Walker Refractories Co. on 2/7/2008 for refractory brick storage and transportation. Please also refer to Schedule 1.1(c) for more information.

16. | The following three agreements, under each of which we believe the lessor/licensor is currently Norfolk Southern Railroad Company (formerly known as Conrail, successor to The Pennsylvania Railroad Co.); Sellers have no evidence that any of these were ever properly assigned to Premcor Refining, but Premcor Refining has been paying the relevant fees under the agreements and to our Knowledge the railroad has been accepting payment without objection.

| a. | Lease – Tenancy at Will, dated April 25, 1958, between The Pennsylvania Railroad Company and Tidewater Oil Company, Inc., assigned by Tidewater Oil Company, Inc. to Getty Oil Company by Assignment dated, September 30, 1967 (with railroad consent), and further assumed by Star Enterprise (with railroad acknowledgment) by letter from Conrail to Texaco Refining & Marketing, Inc., dated December 13, 1988. RR Contract No. 245-048.

| b. | License Agreement, dated April 23, 1999, between Consolidated Rail Corporation and Motiva Enterprises, LLC. RR Contract No. 334-424.

| c. | License Agreement, dated April 29, 1999, between Consolidated Rail Corporation and Motiva Enterprises, LLC. RR Contract No. 334-432.

17. | The agreements listed as items 2 and 4 in Section 3.6(b) of Schedule A of the Environmental Agreement and the “Motiva Environmental Agreement” as defined in Section 3.5 of the Environmental Agreement. The extent to which the foregoing may become Assigned Contracts is governed by the terms of the Environmental Agreement.

Section 3.5(b)

Excluded Contracts

1. | Any contracts or agreements that are solely between or among Valero Energy Corporation and/or any of its Affiliates (including the Sellers).

2. | Any Valero Energy Corporation insurance policies, insurance programs or other types of insurance coverage.

3. | Any guarantees or similar agreements made or entered into by Valero Energy Corporation or any of its Affiliates.

4. | Any contracts related exclusively to the Excluded Assets

5. | All contracts for the sale or purchase of any petroleum products.

6. | All Carrier Access Agreements of Seller.

7. | Section 8.10(e)(i) of these Schedules lists certain software licenses that are excluded from the Assets to be transferred.

8. | All Multi-Site Contracts, subject to the provisions of Section 8.4 of the Agreement relating to Buyer’s obligation to honor certain obligations outstanding as of Closing.

9. | FERC Market Based Rate (“MBR”) authority held by Premcor Refining and Valero Power Marketing (VPM).

10. | The following seven purchase orders (identified by number) issued by Premcor Refining to Perry Products (provided that these may become Assigned Contracts as provided in Section 2.2(f) of these Schedules):

4501721407 |  | 4501759311 |  | 4501745936
4501745938 |  | 4501792884 |  | 4501758315
4501791994 |  |  |  |

11. | The Motiva Agreement

Section 3.6

Authorizations

1. | Sellers were recently advised by their local surveying / civil engineering firm that the petroleum coke silos built by Premcor Refining may not have, and may require, certificates of occupancy.

Section 3.7

Compliance with Law

None

Section 3.8

Litigation

[REDACTED]

Section 3.9

Insurance

Policy Schedule

As of 03/02/2010

Coverage Description |  | Company |  | Policy No. |  | Policy Term
Primary Casualty Program Business Automobile |  | Ace American Insurance Company |  | ISA H08578230 |  | 05/01/09-05/01/10
Workers Compensation (AOS) |  | Ace American Insurance Company |  | WLR C4569723A |  | 05/01/09-05/01/10
Excess WC (Qualified Self Insured) |  | Ace American Insurance Company |  | WCU C45697253 |  | 05/01/09-05/01/10
General Liability |  | Ace American Insurance Company |  | XSLG24930646 |  | 05/01/09-05/01/10
Workers Compensation (NJ) |  | Ace American Insurance Company |  | SCF C45697241 |  | 05/01/09-05/01/10
Marine Liability |  | Colonnade Vermont Insurance Company |  | TBD |  | 05/01/09-05/01/10
Excess Liabilities $950 million |  | Attach at limit of Primary Casualty above |  | Various – including Ace, AIG Axis, Zurich Swiss Re, and other London and Bermuda markets |  | 05/01/09-05/01/10
Pollution Liability Primary – $80mm |  | American International Specialty Lines |  | PLS1956435 |  | 01/31/04-01/31/14
Excess – $50mm |  | Indian Harbor Insurance Company |  | XEC0015864 |  | 01/31/04-01/31/14
Property Program $50 million Property Damage / 60 days Business Interruption ($25 million minimum), with an additional $125 million BI/PD retention |  | Various – including OIL, Ace, AIG, Swiss Re, Munich Re, Liberty Mutual, and other London and Bermuda markets |  | Various – Up to $1.3 billion limit |  | 06/01/09-06/01/10
Marine Cargo Primary |  | Southern Marine, CV Starr |  | SM4-1381, CHS 00034 US 09 |  | 11/01/09-11/01/10
$20mm po $50mm Excess |  | Southern Marine |  | 63510 |  | 11/01/09-11/01/10
ROCIP |  | Ace American Insurance Company |  | WLR C45553279 |  | 08/01/08-08/01/10

Section 3.11

Seller Plans

Non-Represented Employees and IBEW Represented Employees

Valero Energy Corporation Pension Plan

| • |  | Defined benefit plan

Valero Energy Corporation Thrift Plan

| • |  | 401(k) Plan

Valero Energy Corporation Excess Pension Plan

Valero Energy Corporation Excess Thrift Plan

Valero Energy Corporation Deferred Compensation Plan

Valero Energy Corporation Flex Benefits Plan (omnibus welfare benefit plan)

| • |  | Medical

| • |  | Prescription Drug

| • |  | Dental

| • |  | Basic Life & AD&D

| • |  | Vision

| • |  | Short-Term Disability

| • |  | Long-Term Disability

| • |  | Vacation Buy/Sell

| • |  | Survivor Income

| • |  | Health FSA

| • |  | Dependent Care FSA

| • |  | Legal Services

| • |  | Cancer Plan

Valero Energy Corporation Long-Term Care Plan

Valero Energy Corporation Flex Cafeteria Plan (Section 125 Plan)

Premcor Pension Plan

| • |  | Defined benefit plan

Valero Energy Corporation Retiree Benefits Plan

Vacation, educational assistance, adoption assistance, employee assistance program and short-term leave obligations as set forth in Valero’s employee policies and procedures applicable to flex employees.

USW Represented Employees

Premcor Pension Plan

| • |  | Defined benefit plan

Premcor Retirement Savings Plan

| • |  | 401(k) Plan

Premcor Restoration Plan

Premcor Group Life & Major Medical Plan

| • |  | Medical

| • |  | Prescription Drug

| • |  | Dental

| • |  | Basic Life & AD&D

| • |  | Vision

| • |  | Short-Term Disability

| • |  | Long-Term Disability

| • |  | Health FSA

| • |  | Dependent Care FSA

Section 3.12(a)

Collective Bargaining Agreement Memoranda and Letters of Understanding

USW

PBRP Policy

Attendance Policy

VPP Coordinator Agreement

HSE Rep Agreement (including TOP) X 2

Machinery Specialist Agreement

Analyzer Specialist Agreement

Annual Discretionary Bonus Letter

IBEW

Drug Policy Self ID Program

Annual Discretionary Bonus Letter

Section 3.12(b)

Labor Disputes

[REDACTED]

Section 3.13

Intellectual Property

1. | Buyer may need to enter into an appropriate transfer agreement or new license with each of the following licensors for the following technology that was employed at the Refinery prior to the Shutdown, to the extent that Buyer desires to operate any Refinery process units incorporating such technology. Seller is not advising Buyer as to whether or not some of the technology originally covered by these licenses is now “open art” or other similar technology for which a license is no longer required. As noted below, to Sellers’ Knowledge some of these licenses were never transferred from prior Refinery owners to Premcor Refining.

Licensor |  | License Description |  | Current Licensee
Air Products |  | Houdry Process FCC and Houdry Reforming Process |  | Star Enterprises*
Amoco |  | Sulfur Recovery Unit |  | Star Enterprises*
Cansolv |  | Cansolv Process |  | The Premcor Refining Group Inc.
Axens (formerly Englehard) |  | HPN Process IVB |  | Star Enterprises*
Eickneyer & Associates |  | Catacarb Process |  | Star Enterprises*
Exxon-Mobil Research and Engineering (EMRE) |  | Fluid Coking Process FLEXORB solvent for the Sulfur Plant |  | The Premcor Refining Group Inc.
GE Energy (formerly Chevron Texaco) |  | Gasification Process |  | The Premcor Refining Group Inc.
Lummus Technology Inc. |  | Micro-Jet FCC Feed Injectors |  | The Premcor Refining Group Inc.
Merichem |  | Oxidation of Sulfur Compounds, Extraction of Sulfur Compounds under the names MERICAT TM, MERIFINING TM, and REGEN TM |  | Motiva Enterprises LLC*
Shaw Chemicals (formerly Stone & Webster) |  | Fluid Catalytic Cracking Riser Quench Technology |  | The Premcor Refining Group Inc.
UOP |  | Beavon-Stretford™ Unit Butamer™ Process Unit |  | The Premcor Refining Group, Inc.

|  | Catalytic Condensation Process Unit Merox™ Process (Alkyl Feed, C3/C4, Crude Naphtha) Units Merox™ Process (Butadiene) Unit CCR Platforming™ Process Unit Fixed-Bed Platforming Process Unit Tetra™ Process Unit UDEX™ Process Unit Unicracking™ Process Unit Unifining™ Process Units |  |
Miscellaneous |  | Various processes, as listed in Schedule 16.04(a) to the Motiva Agreement |  | Unknown*

| * | Items marked with an asterisk are listed in Schedule 16.04(a) to the Motiva Agreement, wherein Motiva listed certain technology rights that it had agreed to transfer to Premcor Refining; however, Sellers can find no record of these licenses having been formally assigned from Motiva (or one of its predecessors, such as Star Enterprises) to Premcor Refining.

| Also, Schedule 16.04(b) to the Motiva Agreement listed certain non- assignable licensed technology rights. Sellers do not know if Motiva entered into a sublicense or other form of arrangement to enable Premcor Refining to enjoy the benefits of such 1icenses

| In Section 16.04(c) to the Motiva Agreement, the parties acknowledged that other licensed technology rights relevant for the operation of the Refinery may have been omitted from the Schedules to the Motiva Agreement, and Motiva agreed that where the exclusion of such rights would have a Material Adverse Effect (as such term was defined in the Motiva Agreement) on the internal operations of the Refinery, Motiva would use commercially reasonable efforts to transfer such rights to Premcor Refining. Sellers have no information regarding whether or not any such rights were ever identified and, if so, whether Motiva endeavored to transfer them.

2. | Pursuant to Section 16.01 of the Motiva Agreement, Motiva granted Premcor Refining a non-exclusive, irrevocable (except as provided in Article XVI of the Motiva Agreement) royalty-free, paid-up license or sublicense (both without a right to sublicense or transfer except as noted below) “to Intellectual Property, which exists as of the Effective Time and which is or has been in Use in the Operations” (capitalized terms have the meanings assigned to them in the Motiva

| Agreement). Under the terms of said Section 16.01, Premcor Refining was required to assume the relevant duties and obligations of Motiva under the Technology Transfer Agreement attached as Exhibit “I” to the Motiva Agreement. Section 16.02 of the Motiva Agreement clarifies that for the purpose of the grant under Section 16.01(a) of the Motiva Agreement, sublicense of Intellectual Property by Motiva did not include any intellectual property outside the grant of Section 2 of the TTA. Pursuant to Section 16.03 of the Motiva Agreement, Premcor Refining is entitled to assign the foregoing-described license granted under Section 16.01 of the Motiva Agreement to Buyer, subject to “outstanding obligations to third parties and subject to an assumption in writing of the relevant duties and obligations under the applicable portions of Article XVI of the Motiva Agreement. As further provided in Section 8.10 of the Agreement, Premcor Refining’s transfer to Buyer of Intellectual Property rights granted under Section 16.01 of the Motiva Agreement is being made subject to the foregoing. Please refer to the full text of Article XVI of the Motiva Agreement for more details regarding the grant of Intellectual Property rights from Motiva to Premcor Refining.

3. | Premcor Refining has engaged various firms to provide engineering services at the Refinery over the years, and it is not uncommon for engineering agreements to include grants of rights to use the engineering firm’s intellectual property (e.g. know-how) that is included in the deliverables (e.g. drawings) or that is otherwise provided as part of the services. It is Sellers’ intent to include any such intellectual property in the Assets to the extent within Sellers’ right, but Sellers make no representations or warranties as to whether or to what extent any such intellectual property exists or, if it does, whether it can be transferred to Buyer.

4. | See Section 8.10 of these Schedules for information regarding certain software applications have been used in connection with the Business that will not be transferred to Buyer.

5. | Trademarks and tradenames owned or used by Seller and/or Seller’s Affiliates are Excluded Assets and are not included in the Intellectual Property.

Section 5.1

Operation of Business

1. | Seller leases certain office equipment (copiers and scanners) under Multi-Site Contracts with Xerox and Ricoh. Seller intends to non-renew as many of such leases as possible or cancel such leases where Seller can do so without penalty. In addition, Seller may seek to relocated any such equipment that cannot be taken off lease to other facilities owned by Affiliates of Seller. To the extent that Seller is unable to non-renew or cancel such leases as to any such equipment, and does not relocate such equipment to other facilities of its Affiliates, Buyer will be required to honor such leases (as to equipment available for Buyer’s use at the Refinery only) for the balance of the lease term pending as of the Closing Date. Seller will not extend any lease terms on any of this equipment beyond the current terms.

2. | Seller leases the following from Aggeko on short term (under 4 month) lease terms under a Multi-Site Agreement: (i) three 40kw heaters for the alky/ploy, SRU and CCR control rooms, and (ii) a 20 ton AC unit for the crude satellite building. Seller reserves the right to terminate these leases at any time and return the rental equipment Aggreko. If the leases cannot be terminated without penalty prior to Closing, Buyer shall be obligated to honor the leases for the balance of the term.

Section 5.10

Certain Equipment on Order from Perry Products

Purchase Order |  | Line # |  |  | Item |  | Description |  | Cost |  |  | Amount Paid |  |  | Cancellation payment (for work prior to cancellation) |  |  | Status |  | Comments / Expected Delivery Date
4501721407 |  |  | 1 |  |  | 40-E 50 A&B |  | (2) FHTB-48- 156 Square Foot Heat Exchangers |  | $ | [REDACTED | ] |  | $ | [REDACTED | ] |  | $ | [REDACTED | ] |  | 95% complete |  | Resid Cooler project. Items will be completed at the end of March and then delivered
|  |  | 2 |  |  | additional handling and fabrication restart cost |  |  |  | $ | [REDACTED | ] |  |  |  |  |  | $ | [REDACTED | ] |  | . |  |
4501759311 |  |  | 1 |  |  | 27-E-637 |  | FHTB-29- 2527 Square Foot Heat Exchangers |  | $ | [REDACTED | ] |  |  | [REDACTED | ] |  | $ | [REDACTED | ] |  | All engineering has been completed and materials purchased |  | Poly Alky Unit (Maintenance work)
4501745936 |  |  | 1 |  |  | 27-F-1 C |  | FHTB-40- 3848 Square Foot Heat Exchangers |  | $ | [REDACTED | ] |  |  | [REDACTED | ] |  | $ | [REDACTED | ] |  | All engineering has been completed and materials purchased |  | Poly Alky Unit (Maintenance work)

4501745938 |  |  | 1 |  |  |  | 27-E-1D |  |  | FHTB-3848 Square Foot Heat Exchangers |  | $ | [REDACTED | ] |  |  | [REDACTED | ] |  | $ | [REDACTED | ] |  | All engineering has been completed and materials purchased. |  | FCC/APU Unit (Maintenance work)
4501792884 |  |  | 1 |  |  |  | 27-E-9 |  |  | FHTB-48 20’-0 Long floating head tube bundle with flo head |  | $ | [REDACTED | ] |  | $ $ | [REDACTED [REDACTED | ] ] |  | $ | [REDACTED | ] |  | All engineering has been completed and materials purchased. |  | Poly Alky Unit (Maintenance work)
4501758315 |  |  | 1 |  |  |  | 27-E-707 |  |  | FHTB-28-1263 square foot heat exchanger tub bundles |  | $ | [REDACTED | ] |  |  | [REDACTED | ] |  | $ | [REDACTED | ] |  | All engineering has been completed and materials purchased. |  | Poly Alky Unit (Maintenance work)
4501791994 |  |  | 1 |  |  |  | 27-E-9 |  |  | 48” Diameter Channel Box |  | $ | [REDACTED | ] |  |  | [REDACTED | ] |  | $ | [REDACTED | ] |  | Engineering only has been completed |  | Poly Alky Unit (Maintenance work)

Section 7.1

Employee Matters

Section 7.1 Termination of Employees: Successorship Obligations.

(a) Neither VSI nor Sellers shall have any obligation to retain any Employees. VSI shall terminate each Employee prior to the Closing Date, except that (i) VSI reserves the right to retain Jim Schaaf, Pat Kennedy, Heather Chelpaty, Aaron Vahid, and Shannon Eggers, should such Employees and VSI so agree, and (ii) VSI shall notify Buyers prior to Closing of any other Employees that VSI will not terminate.

(b) Buyers have no obligation to hire any of Sellers or their Affiliates’ current Employees or Former Employees, but Buyers may do so in their sole and exclusive discretion.

(c) Buyer agrees (i) that it shall recognize the United Steelworks (“USW”) as the exclusive representative for the Employees in the bargaining unit covered by the USW Collective Bargaining Agreement, and (ii) subject to any limitations imposed by Law, Buyer shall adopt the USW Collective Bargaining Agreement and all applicable memoranda and letters of understanding, all of which shall remain in full force and effect during their respective current terms, except for changes permitted under the USW Collective Bargaining Agreement, applicable memoranda or letters of understanding or as may be mutually agreed to between the Buyer and the USW. Buyer has advised Seller that Buyer has recognized the USW and has negotiated a new collective bargaining agreement including benefits with the USW that Buyer believes meets Buyer’s obligations in the immediately preceding sentence. Buyer shall provide Sellers with a copy of all relevant signed agreements between the Buyer and the USW that satisfy Buyer’s obligations in this paragraph.

(d) Except to the extent that the IBEW Local 1238 and Buyer may otherwise agree in writing, or that Buyer is determined by the appropriate Governmental Authority not to be a Successor by operation of law or contract, Buyer agrees (i) that it shall recognize the IBEW Local 1238 union as the exclusive representative for the Employees in the bargaining units covered by the IBEW Collective Bargaining Agreement, and (ii) subject to any limitations imposed by Law, Buyer shall assume the IBEW Collective Bargaining Agreement and all applicable memoranda and letters of understanding in effect at Closing. Buyer shall provide Sellers with a copy of all applicable judgments, awards, decisions or agreements between the Buyer and the IBEW Local 1238 union that fulfill or discharge the obligations set forth above, and Buyer agrees to fully comply with same. Buyer’s agreement to the foregoing covenants in this Section 7.1(d) are without prejudice to Buyer’s rights to contest in good faith in any dispute between it and IBEW Local 1238 that Buyer is not a Successor by law, or by contract to the Collective Bargaining Agreement between Seller and IBEW Local 1238.

Section 7.2 Liabilities and Indemnities.

(a) Sellers shall be responsible for, and shall defend and indemnify the Buyer Indemnitees from and against, all Claims and Losses arising out of or relating to or arising from all matters concerning Employees and Former Employees prior to the Closing Date, even if such

Claims and Losses are asserted on or after the Closing Date, including without limitation the hiring, employment, events occurring during employment and termination of employment of the Employees and Former Employees, the Collective Bargaining Agreements and any other agreement or understanding with the Union, grievances, Obligations under all employee related benefit plans and programs, Seller Plans, worker compensation Laws, unemployment compensation, Social Security, pension, vacation, medical, dental, disability, death benefits, Laws regarding discrimination, harassment, notification or other requirements of the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any comparable state Law (collectively, the “WARN Act”) that may become applicable with respect to the termination of Employees and Former Employees by VSI prior to or at the time of Closing; provided, however, for the avoidance of doubt, the foregoing indemnification by Sellers shall not extend to Claims for which Buyers are providing indemnification pursuant to clauses (ii) and (iii) of Section 7.2(b) of this Schedule.

(b) Buyers shall be responsible for, and Buyers shall defend and indemnify the Seller Indemnitees from and against, all Claims and Losses arising out of (i) Buyers’ failure to comply with their obligations under Section 7.1(c) and Section 7.1(d) of this Schedule, or (ii) any Claims by IBEW Local 1238 that Premcor Refining (or VSI, as the successor to Premcor Refining as the employer of the Employees) breached the provision in the IBEW Collective Bargaining Agreement requiring them to “as a condition of any sale [of the Refinery] require that any subsequent Buyer/Operator recognize the Union as the exclusive bargaining representative of all affected bargaining-unit employees and assume the Collective Bargaining Agreement (CBA), for those affected BU employees” by reason of this Agreement or the consummation of any of the transactions contemplated hereby, or (iii) any Claim by the USW similar to those that might be brought by the IBEW as described in the foregoing clause (ii), above, to the effect that Premcor Refining or VSI failed to honor any successorship obligations under the USW Collective Bargaining Agreement by reason of this Agreement or the consummation of any of the transactions contemplated hereby.

Section 8.5

Part I – Vehicles

Unit # |  | Contract Type |  | VIN |  | Year |  | Make |  | Model
739 |  | Owned |  | P739 |  |  |  | SPAR |  | TOWER LDR TRK
1300 |  | Owned |  | L0NCJMD901300 |  |  |  | FIRE |  | TANKER FIRE TK
3422 |  | Owned |  | 4EN3AAA8571003422 |  |  |  | FIRE |  | FIRE DEPT
7048 |  | Owned |  | 1FDAF56P07EA84978 |  | 2007 |  | FORD |  | F550 SD CHASSIS 2W
7250 |  | Owned |  | 1HTMMAAN76H307250 |  | 2006 |  | INTE |  | 4300
8176 |  | Owned |  | 1FTRF14W98KE91128 |  | 2008 |  | FORD |  | F150
8181 |  | Owned |  | 1FTRF14W68KE91135 |  | 2008 |  | FORD |  | F150
8183 |  | Owned |  | 1FTRF14W28KE91133 |  | 2008 |  | FORD |  | F150
9260 |  | Owned |  | 4EN3AAA84W1009260 |  |  |  | FIRE |  | PUMPER TRK
9460 |  | Owned |  | P9460 |  |  |  | FIRE |  | PUMPER FIRE TK
00057 |  | Owned |  | 1FTRF12W99KA62057 |  | 2009 |  | FORD |  | F150
12081 |  | Owned |  | 1FDNF70J3NVA14115 |  | 1992 |  | FORD |  | FORD-MT
12082 |  | Owned |  | 1FDNF70J5NVA14116 |  | 1992 |  | FORD |  | FORD-MT
12600 |  | Owned |  | 1FDXK84EXPVA32072 |  | 1993 |  | FORD |  | FORD-MT
13187 |  | Owned |  | 1FTNF20L6XEE74526 |  | 1999 |  | FORD |  | F250SD
14684 |  | Owned |  | 1FDXK84E3RVA16167 |  | 1994 |  | FORD |  | FORD-MT
14707 |  | Owned |  | 1FDZY90T8SVA09237 |  | 1994 |  | FORD |  | FORD-HT
15046 |  | Owned |  | 1FTNX21S9YEE26166 |  | 2000 |  | FORD |  | F250SD
15047 |  | Owned |  | 2FTZF0723YCA67810 |  | 2000 |  | FORD |  | F150
15048 |  | Owned |  | 2FTZF0725YCA67811 |  | 2000 |  | FORD |  | F150
15049 |  | Owned |  | 2FTZF0720YCA67814 |  | 2000 |  | FORD |  | F150
15050 |  | Owned |  | 2FTZF0729YCA67813 |  | 2000 |  | FORD |  | F150
15051 |  | Owned |  | 2FTZF0727YCA67812 |  | 2000 |  | FORD |  | F150
20057 |  | Owned |  | 1FDKF37F9TEA46187 |  | 1996 |  | FORD |  | F350
20134 |  | Owned |  | 1FDKF37HXTEB05734 |  | 1996 |  | FORD |  | F350
20135 |  | Owned |  | 1FDNF70J4TVA29509 |  | 1996 |  | FORD |  | FORD-MT
20136 |  | Owned |  | 1FDNF70J0TVA29510 |  | 1996 |  | FORD |  | FORD-MT
21347 |  | Owned |  | 1FTRX14859FA21347 |  | 2009 |  | FORD |  | F150 SUPERCAB
21629 |  | Owned |  | 2FTJW36G9MCA21629 |  | 1991 |  | FORD |  | F250-HGI
25100 |  | Owned |  | 1FAFP52U2WA176981 |  | 1998 |  | FORD |  | TAURUS
85528 |  | Owned |  | 2FUY3LDB3RA585528 |  |  |  | FREI |  | TEAMSTERS
86813 |  | Owned |  | 1FDHS34M72MBB6813 |  | 1990 |  | FORD |  | E-350 SUPER CARGO VAN
90170 |  | Owned |  | 1FTRW12W29KA90170 |  | 2009 |  | FORD |  | F150

Part II - Leased Vehicles

Unit # |  | Contract Type |  | VIN |  | Year |  | Make |  | Model
8016 |  | Lease |  | 1FDWF36568EC36353 |  | 2008 |  | FORD |  | F350 SD CHASSIS 2WD
8017 |  |  |  | 1FDWF36548EC36352 |  | 2008 |  | FORD |  | F350 SD CHASSIS 2WD
8018 |  |  |  | 1FDNF20528EB91961 |  | 2008 |  | FORD |  | F250 SD 2WD
8019 |  |  |  | 1FDNF20518EB91059 |  | 2008 |  | FORD |  | F250 SD 2WD
8020 |  |  |  | 1FDNF20588EB91060 |  | 2008 |  | FORD |  | F250 SD 2WD
8021 |  |  |  | 1FDNF205X8EB91061 |  | 2008 |  | FORD |  | F250 SD 2WD
8022 |  |  |  | 1FDNF20548EB91962 |  | 2008 |  | FORD |  | F250 SD 2WD
71804 |  |  |  | 1FDXE45P46HA71804 |  | 2006 |  | FORD |  | E 450 CUTAWAY
19080 |  |  |  | 1FDAF56P73EB50291 |  | 2003 |  | FORD |  | F550 SD CHASSIS 2WD
19083 |  |  |  | 2FTRF17213CA90386 |  | 2003 |  | FORD |  | F150
19084 |  |  |  | 1FBSS31L23HB21572 |  | 2003 |  | FORD |  | E350 VANS
19094 |  |  |  | 2FTRF17203CA94672 |  | 2003 |  | FORD |  | F150
19095 |  |  |  | 2FTRF17223CA93250 |  | 2003 |  | FORD |  | F150
19096 |  |  |  | 2FTRF17243CA93251 |  | 2003 |  | FORD |  | F150
19097 |  |  |  | 2FTRF17263CA93252 |  | 2003 |  | FORD |  | F150
19098 |  |  |  | 2FTRF17283CA93253 |  | 2003 |  | FORD |  | F150
19099 |  |  |  | 2FTRF172X3CA93254 |  | 2003 |  | FORD |  | F150
19100 |  |  |  | 2FTRF17293CA94668 |  | 2003 |  | FORD |  | F150
19101 |  |  |  | 2FTRF17203CA94669 |  | 2003 |  | FORD |  | F150
19102 |  |  |  | 2FTRF17273CA94670 |  | 2003 |  | FORD |  | F150
19103 |  |  |  | 2FTRF17293CA94671 |  | 2003 |  | FORD |  | F150
19207 |  |  |  | 1FTRF17293NB22124 |  | 2003 |  | FORD |  | F150
19208 |  |  |  | 1FTRF17273NB22123 |  | 2003 |  | FORD |  | P150
19209 |  |  |  | 1FTRF17253NB22122 |  | 2003 |  | FORD |  | F150
19210 |  |  |  | 1FTRF17233NB22121 |  | 2003 |  | FORD |  | F150
19211 |  |  |  | 1FTRF17213NB22120 |  | 2003 |  | FORD |  | F150
19212 |  |  |  | 1FTRF17253NB22119 |  | 2003 |  | FORD |  | F150
19214 |  |  |  | 1FTRF17213NB25616 |  | 2003 |  | FORD |  | F150
19215 |  |  |  | 1FTRF172X3NB25615 |  | 2003 |  | FORD |  | F150
19216 |  |  |  | 1FTRF17283NB25614 |  | 2003 |  | FORD |  | F150
19218 |  |  |  | 1FTRF17243NB25612 |  | 2003 |  | FORD |  | F150
19219 |  |  |  | 1FTRF17223NB25611 |  | 2003 |  | PORD |  | F150
19220 |  |  |  | 1FTRF17203NB25610 |  | 2003 |  | FORD |  | F150
19221 |  |  |  | 1FTRF17243NB25609 |  | 2003 |  | FORD |  | F150
19222 |  |  |  | 1FTRF17223NB25608 |  | 2003 |  | FORD |  | F150
19223 |  |  |  | 1FTRF17203NB25607 |  | 2003 |  | FORD |  | F150
19224 |  |  |  | 1FTRF17293NB25606 |  | 2003 |  | FORD |  | F150
19225 |  |  |  | 1FTRF17243NB19230 |  | 2003 |  | FORD |  | F150
19226 |  |  |  | 1FTRF17283NB19229 |  | 2003 |  | FORD |  | F150
19228 |  |  |  | 1FTRFI7243NB19227 |  | 2003 |  | FORD |  | F150
19229 |  |  |  | 1FTRF17223NB19226 |  | 2003 |  | FORD |  | F150
19230 |  |  |  | 1FTRF17203NB19225 |  | 2003 |  | FORD |  | F150
19231 |  |  |  | 1FTRF17213NB19265 |  | 2003 |  | FORD |  | F150

Unit# |  | Contract Type |  | VIN |  | Year |  | Make |  | Model
19232 |  |  |  | 1FTRF17233NB19266 |  | 2003 |  | FORD |  | F150
19233 |  |  |  | 1FTRF17253NB19267 |  | 2003 |  | FORD |  | F150
19234 |  |  |  | 1FTRF172X3NB19264 |  | 2003 |  | FORD |  | F150
19235 |  |  |  | 1FTRF17283NB19263 |  | 2003 |  | FORD |  | F150
19236 |  |  |  | 1FTRF17263NB19262 |  | 2003 |  | FORD |  | F150
19237 |  |  |  | 1FTRF17243NB19261 |  | 2003 |  | FORD |  | F150
19238 |  |  |  | 1FTRF17223NB19260 |  | 2003 |  | FORD |  | F150
19239 |  |  |  | 1FTRF17263NB19259 |  | 2003 |  | FORD |  | F150
19240 |  |  |  | 1FTRF17243NB19258 |  | 2003 |  | FORD |  | F150
19241 |  |  |  | 1FTRF17223NB19257 |  | 2003 |  | FORD |  | F150
19242 |  |  |  | 1FTRF17203NB19256 |  | 2003 |  | FORD |  | F150
19243 |  |  |  | 1FTRF17293NB19255 |  | 2003 |  | FORD |  | F150
19244 |  |  |  | 1FTRF17273NB19254 |  | 2003 |  | FORD |  | F150
19245 |  |  |  | 1FTRF17253NB19253 |  | 2003 |  | FORD |  | F150
19246 |  |  |  | 1FTRF17233NB19252 |  | 2003 |  | FORD |  | F150
19247 |  |  |  | 1FTRF17213NB19251 |  | 2003 |  | FORD |  | F150
19249 |  |  |  | 1FTRF17233NB19249 |  | 2003 |  | FORD |  | F150
19250 |  |  |  | 1FTRF17213NB19248 |  | 2003 |  | FORD |  | F150
19252 |  |  |  | 1FTRF17283NB19246 |  | 2003 |  | FORD |  | F150
19253 |  |  |  | 1FTRF17263NB19245 |  | 2003 |  | FORD |  | F150
19254 |  |  |  | 1FTRF17243NB19244 |  | 2003 |  | FORD |  | F150
19257 |  |  |  | 1FTRF17293NB19241 |  | 2003 |  | FORD |  | F150
19258 |  |  |  | 1FTRF17273NB19240 |  | 2003 |  | FORD |  | F150
19260 |  |  |  | 1FTRF17293NB19238 |  | 2003 |  | FORD |  | F150
19261 |  |  |  | 1FTRF17273NB19237 |  | 2003 |  | FORD |  | F150
19262 |  |  |  | 1FTRF17253NB19236 |  | 2003 |  | FORD |  | F150
19263 |  |  |  | 1FTRF17233NB19235 |  | 2003 |  | FORD |  | F150
19264 |  |  |  | 1FTRF17213NB19234 |  | 2003 |  | FORD |  | F150
19265 |  |  |  | 1FTRF17283NB19232 |  | 2003 |  | FORD |  | F150
19266 |  |  |  | 1FTRF17263NB19231 |  | 2003 |  | FORD |  | F150
19267 |  |  |  | 1FTRF17293NB19224 |  | 2003 |  | FORD |  | F150
19268 |  |  |  | 1FTRF17273NB19223 |  | 2003 |  | FORD |  | F150
19269 |  |  |  | 1FTRF17253NB19222 |  | 2003 |  | FORD |  | F150
19270 |  |  |  | 1FTRF17233NB19221 |  | 2003 |  | FORD |  | F150
19271 |  |  |  | 1FTRF17213NB19220 |  | 2003 |  | FORD |  | F150
19272 |  |  |  | 1FTRF17253NB19219 |  | 2003 |  | FORD |  | F150
19273 |  |  |  | 1FTRF17233NB19218 |  | 2003 |  | FORD |  | F150
19274 |  |  |  | 1FTRF17213NB19217 |  | 2003 |  | FORD |  | F150
19275 |  |  |  | 1FTRF172X3NB19216 |  | 2003 |  | FORD |  | F150
19276 |  |  |  | 1FTRF17283NB19215 |  | 2003 |  | FORD |  | F150
19277 |  |  |  | 1FTRF17263NB19214 |  | 2003 |  | FORD |  | F150
19278 |  |  |  | 1FTRF17293NB22155 |  | 2003 |  | FORD |  | F150
19279 |  |  |  | 1FTRF17273NB22154 |  | 2003 |  | FORD |  | F150
19280 |  |  |  | 1FTRF17233NB22152 |  | 2003 |  | FORD |  | F150
19281 |  |  |  | 1FTRF17253NB22153 |  | 2003 |  | FORD |  | F150
19282 |  |  |  | 1FTRF17213NB22151 |  | 2003 |  | FORD |  | F150
19283 |  |  |  | 1FTRF172X3NB22150 |  | 2003 |  | FORD |  | F150

Unit # |  | Contract Type |  | VIN |  | Year |  | Make |  | Model
19284 |  |  |  | 1FTRF17233NB22149 |  | 2003 |  | FORD |  | F150
19285 |  |  |  | 1FTRF17213NB22148 |  | 2003 |  | FORD |  | F150
19286 |  |  |  | 1FTRF172X3NB22147 |  | 2003 |  | FORD |  | F150
19287 |  |  |  | 1FTRF17283NB22146 |  | 2003 |  | FORD |  | F150
19288 |  |  |  | 1FTRF17263NB22145 |  | 2003 |  | FORD |  | F150
19289 |  |  |  | 1FTRF17243NB22144 |  | 2003 |  | FORD |  | F150
19290 |  |  |  | 1FTRF17223NB22143 |  | 2003 |  | FORD |  | F150
19291 |  |  |  | 1FTRF17203NB22142 |  | 2003 |  | FORD |  | F150
19292 |  |  |  | 1FTRF17293NB22141 |  | 2003 |  | FORD |  | F150
19293 |  |  |  | 1FTRF17273NB22140 |  | 2003 |  | FORD |  | F150
19294 |  |  |  | 1FTRF17203NB22139 |  | 2003 |  | FORD |  | F150
19295 |  |  |  | 1FTRF17293NB22138 |  | 2003 |  | FORD |  | F150
19296 |  |  |  | 1FTRF17273NB22137 |  | 2003 |  | FORD |  | F150
19297 |  |  |  | 1FTRF17253NB22136 |  | 2003 |  | FORD |  | F150
19299 |  |  |  | 1FTRF17213NB22134 |  | 2003 |  | FORD |  | F150
19350 |  |  |  | 1FTRF172X3NB22133 |  | 2003 |  | FORD |  | F150
19351 |  |  |  | 1FTRF17283NB22132 |  | 2003 |  | FORD |  | F150
19352 |  |  |  | 1FTRF17263NB22131 |  | 2003 |  | FORD |  | F150
19353 |  |  |  | 1FTRF17243NB22130 |  | 2003 |  | FORD |  | F150
19354 |  |  |  | 1FTRF17283NB22129 |  | 2003 |  | FORD |  | F150
19355 |  |  |  | 1FTRF17263NB22128 |  | 2003 |  | FORD |  | F150
19356 |  |  |  | 1FTRF17243NB22127 |  | 2003 |  | FORD |  | F150
19357 |  |  |  | 1FTRF17223NB22126 |  | 2003 |  | FORD |  | F150
19358 |  |  |  | 1FTRF17203NB22125 |  | 2003 |  | FORD |  | F150
19359 |  |  |  | 1FAHP53U53A198248 |  | 2003 |  | FORD |  | TAURUS
19360 |  |  |  | 1FAHP53U73A198249 |  | 2003 |  | FORD |  | TAURUS
19361 |  |  |  | 1FAHP53U33A198250 |  | 2003 |  | FORD |  | TAURUS
19366 |  |  |  | 1FMDU72K03UB51765 |  | 2003 |  | FORD |  | EXPLORER
8101 |  |  |  | 3D7KS28AX8G172058 |  | 2008 |  | DODGE |  | RAM
24074 |  |  |  | 1GCJK39275E304537 |  | 2005 |  | CHEVY |  | SILVERADO
8106 |  |  |  | 1FTSX215X8EBO2611 |  | 2008 |  | FORD |  | F250

Section 8.10(e)(i)

Excluded Software Applications

The following software applications (whether based on servers or desktops or both) are licensed to Seller or its Affiliates and have historically been used in connection with the operation of the Business and/or the Refinery, but are not included in the Assets. To the extent that Buyer desires to use any of these applications, Buyer will need to enter into its own license with the licensors.

Vendor |  | Generic Name
Aspen Tech |  | All Aspen Tech Software
Aspen Tech |  | Advisor (Data only)
Aspen Tech |  | PlMs (Data only)
AutoDESK |  | Entire suite
Bourque Data Systems |  | RailTrac, Yardmaster
Citrix |  | Entire suite
Convergint |  | Entire suite
Dyadem |  | PHA Pro
Essential Support Solutions (ESS) |  | Essentials Suite
GE |  | Entire Framework Agreement
Famatech |  | Radmin
GE |  | Cimplicity Source Code
Honeywell |  | Entire Framework Agreement
IBM |  | Filenet
IBM |  | Tivoli Storage Manager (TSM)
Insite Objects |  | RESITE Recorder
lnvensys |  | OMS
lnvensys |  | Entire Framework Agreement
KBC |  | FCC Sims
Management Controls (MCI) |  | Track Host
McAfee |  | Entire suite
Microcall |  | Call Accounting
Microsoft |  | Entire suite
Primavera |  | P3E
SAP |  | Entire suite
SAP |  | SAP R/3
Siemens |  | Vistascape Server
Solomon & Associates |  | Entire Suite
Syntex Management Systems |  | IMPACT
System Improvements |  | Taproot
Top Tech |  | TMS Host
Unique Software |  | OHM
VisualBasic |  | VisualBasic
VMWare |  | Infrastructure Enterprise Edition

WBT Systems Control Systems International, Inc. |  | TopClass FUEL-FACS, ZyTax
Rockwell |  | Allen-Bradley PLC Application Interface for PLC5, SLC500, and Micrologix 5000
IS Networld |  | Entire suite including AutoCAD
VLO Custom |  | RFOP & TSW
HP |  | Pinger/ITO
HP |  | Service Manager
Oracle |  | LDAP Server
Bluecoat |  | Manager
NetScout |  | Genius, K2
Cisco |  | ASA or Similar
Cisco |  | Radius, Syslog, TACACS+
Avocent |  | DSView Management Software (the appliance will stay at the Site)

Section 8.10(e)(ii)

Included Software Applications

The following server-based software applications are licensed to Seller or its Affiliates and have historically been used in connection with the operation of the Business and/or the Refinery. Should Buyer so request, Seller will assist Buyer by requesting that the licensors of this software consent to its transfer to Buyer (to the extent it is used at the Refinery, but not elsewhere).

Vendor |  | Generic Name
Agilent |  | Chromatography Server
Equity Engineering Group (E2G) |  | Primary Application Server
IHS Environmental |  | OpsEnvironmental
IHS Environmental |  | CCB - BLAN - OpsEnvironmental SQL2K
Inspection Logic |  | LeakDAS
Intergraph |  | CCB - BLAN - Oracle for EMPRV + Intools
Intergraph |  | CCB - BLAN - Intools
Invensys Systems -Wonderware |  | lntelatrac 3.2 Production Server
LabVantage |  | LIMS Database Server
LabVantage |  | Lab Vantage
Oracle |  | Oracle
Oracle |  | CCB - BLAN - Shared Oracle Server
Oracle |  | CCB - BLAN - Oracle Eclipse
Oracle |  | ADM - BLAN - Oracle Eclipse Standby
Symantec |  | Wise Packaging Server
UOP |  | COMPLY
Veritech |  | ESTEAM
Aladdin |  | ADM - BLAN - Hasp License Server
Canary Labs |  | Galaxy Trend Data Historian
CommVault |  | CCS - BLAN - CommVault QiNetiX Server
Computer Associates |  | ADM - BLAN - CA Network Monitor
Diskeeper |  | Disk Keeper Server
Emerson |  | RBMware Server
Enerwise |  | CCB - PDMZ - Power Metering Server
ESC |  | Stack Vision Server
Galaxy |  | CCB - BLAN - GLX BLAN
Galaxy |  | ADM - BLAN - GLX DCR Web - Standby/TrendDev
Galaxy |  | CCB - BLAN - GLX Trends
Galaxy |  | Galaxy Server

Galaxy |  | CCB - DMZ - Galaxy (Plant Data Historian)
Galaxy |  | CCB - DMZ - Galaxy (Plant Data Historian)
Galaxy |  | Galaxy Trend Data Server
Industrial Scientific |  | CCB - PDMZ - Production DS2 Server
Internal |  | Compliance
Internal |  | FlareLog
Internal |  | Galaxy_Server_Log
Internal |  | LockoutTagout
Internal |  | PhoneDB
Internal |  | Request
Internal |  | Refinery Task Management
Internal |  | SDWorklist
Internal |  | Subscriptions
Internal |  | Subscriptions v2
Internal |  | Hazmin
Internal |  | ADM - BLAN - App Automation Secondary
Internal |  | Scheduler
KIWI |  | KIWI Network Backup
Lenel |  | Lenel
Mikron Infrared, inc |  | Infrared Camera Image Archive
Ricoh |  | Ricoh Scanning Server
Soteica |  | Visual Mesa Server - DEDCRF
UNKNOWN |  | EEG
UNKNOWN |  | CallData
UNKNOWN |  | EDM_SOPUS
UNKNOWN |  | KMS
|  | Excel Spreadsheets (SIMTO In Progress)
|  | Water9 (EPA)

|  | WTS
|  | Spreadsheets & Access DB
|  | KMS
|  | EMPRV
IBM |  | Maximo (read only)
Cisco |  | Call Manager System
GE |  | Cimplicity - SCADA Runtime

Section 4.3(a)

Buyer Third Person Consents

None

Section 4.3(b)

Buyer Governmental Approvals

None