NC0005185_Owner (Name Change)_19991115

NPDES DOCYWEMT SCANNINS COVER SNEET
NPDES Permit: NC0005185
Document Type: f Permit Issuance
Wasteload Allocation
Authorization to Construct (AtC)
Permit Modification
Speculative Limits
Staff Report
Instream Assessment (67B)
Environmental Assessment (EA)
Permit
History
Document Date: November 15, 1999
T1Yia document i&pz-irxted axx r-euee paper--igpmcbre arty
content on the r�-VFer-Se Mide

State of North Carolina
Department of Environment • 0
and Natural Resources
Division of Water Quality
��Wdftl -0-
James B. Hunt, Jr., Governor NCDENR
Bill Holman, Secretary NORTH CAROL-INA DEPARTMENT OF
Kerr T. Stevens, Director ENVIRONMENT AND NATURAL RESOURCES
November 15. 1999
Mr. Steve Monn
Williams Encrgy Ventures
One Williams Center, MD 36-40
Tulsa, Oklahoma 74101
Subject: NPDES Permit Modification - Ownership Change
Permit NC0005185
(formerly Amoco Oil Company)
Mecklenburg County
Dear Mr. Monn:
In accordance with your request received May 3. 1999, the Division is forwarding tlae subject permit
modification. This modification documents the change in oumership at the subject facility, and deletes
monitoring requirements for outfall 005. Outfall 005 will be operated by Amoco Oil Company, and will be
covered Under NPDES permit NCG510436. All other terms ,rid conditions in the original permit remain
Unchanged and in full effect. This permit modification is issiwd lender the requirements of North Carolina
General Statute 143-215.1 and the Memorandum of Agreement between iN'orth Carolina and the U. S.
Environmental Protection Agency dated December 6, 1983.
If any parts, measurement frequencies or sampling requirements contained in this permit modification
are unacceptable to you. you have the right to an adjudicatory hearing upon written request within thirty (30)
days following receipt of this letter. This request must be a written petition conforming to Chapter 150E of the
North Carolina General Statutes. filed with the Office of Administrative Hearings, Post Office Drawer 27447.
Ralcil;h. North Carolina 2761 1-7447. Unless such demand is made, this decision shall be final and binding.
This permit does not affect the legal requirement to obtain other permits which may be required by the
Division of%Water Quality. the Division of Land Resources. Coastal Area Management Act. or anv other Federal or
Local government permit that may be required. If you have any questions concerning this permit. please contact
Charles weaver at the telephone number or address listed below.
Sincerely,
original Signed By
David A. Goodrich
Kerr'['. Stevens
cc: Central Files
Mooresville Regional Office, Water Quality Section
CNP.DES'tJnit:a
Point Source Compliance Enforcement Unit
Technical Assistance & Certification Unit
Aquatic Toxicology Unit
1617 Mail Service Center, Raleigh,North Carolina 27699-1617 919 733-5083,extension 511 (fax)919 733-0719
VISIT US ON THE INTERNET @ http:11h2o.enr.slate.nc.us/NPDES [e-mail],uS

Permit NC0005185
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards
and regulations promulgated and adopted by the North Carolina Environmental Management
Commission, and the Federal Water Pollution Control Act, as amended,
Williams Energy Ventures
is hereby authorized to discharge wastewater from outfall 006 located at the
Paw Creek Terminal
NC Highway 27
Paw Creek
Mecklenburg County
to receiving waters designated as an unnamed tributary to Long Creek in the Nei-Ise
River Basin
in accordance with effluent limitations, monitoring requirements and other
conditions set forth in Parts I, 11, 111 and IV hereof.
This permit shall become effective November 15, 1999.
This permit and authorization to discharge shall expire at midnight on August 31, 2001.
Signed this day November 15, 1999,
Original Signed By
David k Goodrich
Kerr"I'. Stevens, Director
Division of Water Quality
By Authority of the Environmental Management Commission

Permit NCO005185
SUPPLEMENT TO PERMIT COVER SHEET
Williams Energy Ventures is hereby authorized to:
1. Continue to operate the existing wastewater system which includes:
• Wastewater (primarily stormwater) from loading dock areas treated via
oil/water separators
• Wastewater (stormwater & and city water used for washing or hydrostatic
testing) from the diked storage tank areas
These sources of wastewater are combined prior to discharge from out-fall 006.
Outfall 006 is located at the Paw Creek terminal on NC Highway 27 near Paw
Creek in Mecklenburg County,
2. Discharge wastewater from said treatment works at the location specified on the
attached map (outfall 006) into an unnamed tributary to Long Creek which is
classified Class WS-IV waters in the Catawba River Basin.

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I'crmit NC0005185
A. (1.) EFFLUENT LIMITATIONS AND MONITORING REQUIREMENTS — FINAL
During the period beginning on the effective date of the permit and lasting until expiration, the
Permittee is authorized to discharge from outfall 006. Such discharges shall be limited and monitored
by the Permittee as specified below:
EFFLUENT LIMITS MONITORING REQUIREMENTS
CHARACTERISTICS
Monthly Daily Measurement Sample type Sample Location
Average Maximum Frequency
Flowl Monthly 1 Effluent
Total Suspended Solids 45.0 m II Monthly Grab Effluent
Oil and Grease2 Monthly / Grab Effluent
Phenol -055 "it Monthly ✓ Grab Effluent
Benzene Monthly Grab Effluent
X lene Grab Effluent
Turbidity Quarterly Grab Effluent
EPA Methods 624/6253 Semi-annually- Grab Efflueni
Acute Toxicit 4 Annually Grab Effluent
�{v Footnotes:
gyp, 1. Where no measurable discharge occurs. "no discharge" should be clearly noted on the submitted
t monthly discharge monitoring report. Flow may be monitored in one of four ways:
a) Measure flow continuously,
b) Calculate flow based on the area draining to the outfall, the built upon area, and the total
rainfall (this method should not be used at facilities that have large ponds to collect
surface water runoff),
(�^ c) Estimate by flow measurement at 20 minute intervals during the entire discharge event, or
d) Base flow on pump logs
2. Where possible, the grab sample for oil and grease should be skimmed from the surface of a
quiescent (calm water) zone.
3. EPA Method 625 includes 5 chlorophenols. If one or more of the chlorophenols is detected at
concentrations > 50 µg/1, the permittee will be required to analyze for the eight chlorophenols
listed below in addition to EPA Method 625. This additional monitoring will begin with the next
scheduled sampling event and occur on a semi-annual basis thereafter until expiration of the
permit. The eight additional chlorophenols are:
• 3-chlorophenol
• -4-chlorophenol
• 2.3-dichlorophenol
• 2.5-dichlorophenol
• 2,6-dichlorophenol
• 3.4-dichlorophenol
• 2.3,4,6-t.etrachtorophcnol
• 3-methyl-6-chlorophenol
4. Acute Toxicity (Fathead Minnow, 24-hour). Annual (see Condition A. (2.).
There shall be no discharge of floating solids or uisible foam in other than trace arnoiints.
There shall be no direct discharge of tank solids, tank bottorn water, or the rag lager.
There sliall be no direct discharge of tank (or pipe) contents following liydrostatic testing unless
benzene conceWTWOTI is less than 1.19 µg/l and toluene concentration is less than I I µg/l.

Permit NCO005185
A. (2.) ACUTE TOXICITY MONITORING (Annual)
The permittee shall conduct annual toxicity tests using definitive protocols in E.P.A.
Document EPA/600/4-90/027 entitled "Methods for Measuring the Acute Toxicity of
Effluents to Freshwater and Marine Organisms." The monitoring shall be performed
as a Fathead Minnow (Pimephales promelas) 24-hour static test. Effluent samples for
self-monitoring purposes must be obtained below all waste treatment. The permittee
will conduct one test annually, with the annual period beginning in January of the
calendar year of the effective date of the permit. The annual test requirement must
be performed and reported by June 30. if no discharge occurs by June 30,
notification will be made to the Division by this date. Toxicity testing will be
performed on the next discharge event for the annual test requirement.
The parameter code for this test is TAE6C. All toxicity testing results required as
part of this permit condition will be entered on the Effluent Discharge Form (MR-1)
for the month in which it was perfonned, using the appropriate parameter code.
Additionally, DWQ Form AT-1 (original) is to be sent to the following address:
Attention: Environmental Sciences Branch
North Carolina Division of Water Quality
4401 Reedy Creek Rd.
Raleigh, N.C. 27607
Test data shall be complete and accurate and include all supporting
chemical/physical measurements performed in association with the toxicity tests, as
well as all dose/response data. Total residual chlorine of the effluent toxicity sample
must be measured and reported if chlorine is employed for disinfection of the waste
stream.
Should any test data from either these monitoring requirements or tests performed
by the North Carolina Division of Water Quality indicate potential impacts to the
receiving stream, this permit may be re-opened and modified to include alternate
monitoring requirements or limits.
NOTE: Failure to achieve test conditions as specified in the cited document, such as
zninimLIM control organism survival and appropriate environmental controls, shall
constitute an invalid test and will require irnmediate follow-up testing to be
completed no later than the last day of the month following the month of the initial
monitoring.

NPDES Permit NC0005185 -Williams'Charlotte Terminal (formerly A moco)
Subject: NPDES Permit NC0005185 - Williams' Charlotte Terminal (formerly A moco)
Date: Mon, 1 Nov 1999 14:39:24 -0600
From: "Kisler, Stacy" <[e-mail]>
To: "'[e-mail]"' <[e-mail]>
Mr. Weaver,
Good afternoon. I have been discussing NPDES Permit NCO005185 for Williams'
terminal in Charlotte, NC with Chris Ward of Handex. Handex is a contractor
for Amoco, the previous owner of the Charlotte terminal. As you know, the
NPDES permit covers two (2) outfalls. Outfall 006 is operated as part of
Williams' terminal activities. Outfall 005 is operated by Amoco's
contractors as part of their groundwater remediation system. It is my
understanding that all parties agree outfalls 005 and 006 should be managed
under separate NPDES permits. I am contacting you to determine what actions
Williams should take in order to secure a separate NPDES permit for outfall
006, and what the reprocutions will be to Williams (if any).
Upon acquiring the Charlotte terminal, Williams submitted a Permit Transfer
Application to you in March 1999. Amoco subsequently submitted an
application for a General Permit. At that time, it was believed that Amoco
would be issued a General Permit which would allow your agency to transfer
the NPDES permit to Williams without outfall 005. From my conversation with
Chris Ward, it is my understanding that Amoco later determined that an
individual permit application would be required. However, based on repeated
low concentrations of BOD detected recently from outfall 005, Amoco is now
eligible to apply for the General Permit for outfall 005.
Following submittal and approval of Amoco's application for a General
Permit, does Williams' Permit Transfer Application submitted in March 1999
meet your requirements to re-issue the NPDES permit to Williams without
outfall 005? If not, please let me know what steps to take. Additionally,
please let me know if these actions will trigger a public notice.
Please call me at 918/573-6395 or respond via e-mail if you need more
information. Also please contact me if the above information is not
correct. Thank you for your time and assistance.
Sincerely,
Stacy Kisler
Contractor
1 of 1 11/2/99 12:59 PM

a ■�� � r`C
illiams
January 12, 1999 /
2728 Parton Road 7�1
S1. Paoi,hIj 5�I�C378
A. Preston Howard, Jr., P.E., Director C121{33- 2�
Division of Water Quality G1z163' 4 F. r'a
North Carolina Department of Environment, Health and Natural Resources
P.O. Box 29535 o WaR,'C 19,g9
Raleigh, North Carolina 27828-0535 Ste 4fLVVL"
104 emeet an,
Re: NPDES Permit No. NCO005185 1,
Williams Energy Ventures completed a Purchase Agreement with Amoco for several pipelin del _. tg O9,60 �V
terminals on January 7, 1999, including the facility located at
Amoco Charlotte Terminal
NC Highway 27
Near the town of Thrift
Mecklenburg County, North Carolina
The Purchase Agreement provides for up to a 6-month transition period. Amoco will continue to
operate the facilities during the transition period.Williams Energy Ventures is seeking transfer of
the permits so that we can operate the facilities under the current permits.
Williams Energy Ventures staff are currently reviewing and evaluating existing permit documents.
Williams would like to submit appropriate documents to change the owner/operator on the above
referenced permit from Amoco to Williams Energy Ventures within 90 days.
Williams Energy Ventures Staff and/or our consultant may be contacting you for information to
make permit transfers.
Sincerely,
WILLIAMS ENERGY VENTURES
Kevin Miller
Senior Environmental Specialist
cc: Jay Scrivner, Environmental Coordirstcr, Amoco, Atlanta, Georgia
Dave Killingsworth, Environmental Coordinator, Amoco, Fort Lauderdale, FL
JAN 2 5 1999 1
U" I cR QUALITY
(� SECTION

Williams
April 20, 1999
Mr. Charles Weaver ENERGY SERVICES
North Carolina Department of Environment and Natural Resources 2728 Patton Road
Division of Water Quality St.Paul,Minnesota 55113
NPDES Unit 651/633-1555
P.O. Box 29535 6511633-5464 fax
Raleigh, NC 27626-0535
Subject: Permit Transfer Application
NPDES NC0005185
Dear Mr. Weaver,
On behalf of Amoco, Williams Energy Ventures is forwarding the enclosed three (3) copies of Amoco's
Application for General Permit for discharge of treated groundwater from a petroleum product remediation
project. Please process this application concurrently with the transfer of the permit for Outfall 006 of
NPDES NC0005185, which was submitted to you under separate cover.
If you have any questions regarding the WEV portion of this permit, please feel free to call Ms. Joyce
Chill ingworth, at(918)573-3377. Joyce will be assuming responsibility on behalf of WEV for compliance
issues relating to this permit effective on the transfer date.
Sincerely,
Yin
JJM-i'lle
Senior Environmental Specialist
CC: Joyce Chillingworth, Tulsa N
Charlotte NPDES Permit File °) �PR 199�
l wateCEIVED �.
tDtsr Pre C.
treaamaern�
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Wuill'ams
March 19, 1999
ENERGY SERVICES
Mr. Charles Weaver 2728 Pauoa Road
North Carolina Department of Environment and Natural Resources St.Pant,Annesoia 55113
Division of Water Quality 05IJ633-5464 t,ix
NPDES Unit
P.O. Box 29535
Raleigh, NC 27626-0535
Subject: Permit Transfer Application
NPDES NC0005185
Dear Mr. Weaver,
Williams Energy Ventures had informed Mr. A. Preston Howard, Director of the Division of
Environmental Management, North Carolina Department of Environment and Natural Resources, in it
correspondence dated January 1 ], 1999 regarding the purchase of several Amoco pipeline terminals. The
transfer in ownership occurred on January 7, 1999.
One facility in Charlotte, North Carolina, with an operating National Pollution Discharge Elimination
System (NPDES)permit, was included in the purchase agreement:
Charlotte Terminal
NC State Highway 27
P.O. Box 71
Paw Creek, NC 28130
NPDES Permit No. NC0005185
Mecklenburg County
Williams hereby applies to transfer responsibility, coverage, and liability of the NPDES permit from
Amoco to Williams, effective on the day of transfer of terminal operation, tentatively scheduled for April 7,
1999.
1 have attached the NPDES Permit Ownership Change Form and the supporting documents summarizing
the current permit information and the new owner information. The form is signed by Amoco and
Williams, documenting the transfer of ownership from Amoco to Williams of the Charlotte facility.
We understand there is no permit-processing fee for transfer of the NPDES permit. If you have any
questions please feel free to call Ms. Joyce Chillingworth, at [phone]. Joyce will be assuming
responsibility on behalf of Williams for compliance issues relating to this permit effective on the transfer
date.
Sincerely,
� ,A23486,,,
8
Ke n J. Miller
Senior Environmental Specialist `Y 0
4 MAY 1999 1
N
CC: Joyce Chillingworth, Tulsa c� WeRECEIED NPDES Permit File Pretreatment �►
vy
izcom60%,

+State of North Carolina
Department of Environment
and Natural Resources
Division of Water Quality
James B. Hunt, Jr., Governor NCDENFI Wayne McDevitt, Secretary
A. Preston Howard, Jr., P.E., Director NORTH CAROLINA DEPARTMENT OF
ENVIRONMENT AND NATURAL RESOURCES
NPDES Unit
PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION:
Permit Number: NC00 0 /-S/ J 1 8 1 5
1. Permit holder's name: Anoco 017 ComPany
2. Permit's signing official's name and title: I)aVf [ KI11rngnjg h
erson legally r1esponsible for permit)
Corpora 6io?MW&Wa( Coorc6na&-
it e
3. Mailing address: ay como ak City. ��- LmCh owe-
su;
State:-FL— Zip Code: 33334-,360E- Phone: ( q-4-) C13 9 213 S
Fax: ( 7S yr ) 3 S I — t a'l I
E-mail address: ,,;
II. NEW OWNER/NAME INFORMATION:
1. This request for a name change is a result of:
�a. Change in ownership of property/company
b. Name change only
c. Other (please explain):
2. New owner's name (name to be put on permit):
l�r!lrarrts
3. New owner's or signing official's name and title: ff Y langleY
ers e a es onsi a or permit)
VmR yr Y , N/Dn MW-
N CQ
e
4. Mailing address:one WIlikm5 _Nkr City: -ru(Sa-
State: OK Zip Code: i,417z Phone: ( 918 } 5-73 — 33 81
E-mail address:

PERMIT NAME 1 OWNERSHIP CHANGE FORM
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION OF WATER QUALITY
UNLESS ALL OF THE APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL.
REQUIRED ITEMS:
V1. This completed application form
2. Legal documentation of the transfer of ownership (such as a contract, deed, articles of
incorporation)
For changes of ownership, this form must be completed and signed by both the current
permit holder and the new owner of tfi-e-facility.
For name change only, the current permit holder must complete and sign the Applicant's
Certj fication. P/A
Current Permittee's Certification:
1,nQ6d Ki OCO Of COh,pajgV, attest that this application for
name/ownership i change has been reviewe an is�ccurate and complete to the best of my
knowledge. I understand that if all required parts of this application are not completed and
that if all required supporting information and attachments are not included, this application
package will be returned as incomplete_
Signature: . Date: 3
Applicant's Certification:
1, eff Q r l 1111Q �nQ a n�( ----__ , attest that this application for a
n me wne i Change as been re�wed an�accurate and complete to the best of my
knowledge. I understand that if all required parts of this application are not completed and
that if all required supporting information and attachments are not included, this application
package will be returned as incomplete.
Signature: Date:
THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING
INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
NC DENR 1 DWQ I NPDES Unit
P. O. Box 29535
Raleigh, North Carolina 27626-0535

COPY
PURCHASE AND SALEAGREEMENT
This Purchase and Sale Agreement(the"Agreement") is made and entered
into as of October 29, 1998,between Amoco Oil Company,a Maryland corporation
("Seller') and Williams Energy Ventures,Inc.,a Delaware corporation("Buyer").
RECITALS
WHEREAS,Buyer desires to acquire,and Seller desires to sell,the Assets
(as defined herein),
WHEREAS,Seller's ultimate parent corporation,Amoco Corporation
("AC")has executed an Agreement and Plan of Merger by and among The British
Petroleum Company p.l.c.("BP'�;Eagle Holdings,Inc.,a wholly owned subsidiary
of BP ("Merger Sub's and AC (the"Merger Agreement's pursuantto which
Merger Sub will merge with and into AC (the "Merger") with AC surviving as a
wholly owned subsidiary of BP. .
)WHEREAS,in connection with obtaining regulatory approvals of the
Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,as
amended(the"HSR Act' ,the Seller contemplates entering into a provisional
consent decree(the"Provisional Consent Decree"}with the Federal Trade
Commission(the"FTC'J providing for the sale of the Assets in accordance with,
and in the manner contemplated by,this Agreement.
NOW,THEREFORE,for and in consideration of the mutual covenants and
agreements hereinafter contained,the parties hereto agree as follows:
ART1CiE 1.
AGREEMENT TO PURCHASE AND SELL
SECTION I.I. Sale of Assets. Subject to and upon the terms and
conditions set forth in this Agreement, Seller.agrees to sell,transfer, assign,
convey, and deliver.to Buyer,.and Buyer agrees to purchase, acquire and receive
from Seller, all of the Assets at a closing (the "Closing' to take place at such
place as Seller and Buyer may mutually agree, as soon as practicable after
satisfaction or waiver of the conditions set forth in Article G,or such other date as
will be mutually agreed in writing by the parties hereto (the "Closing Date").
The "Effective Date"as used herein means the first day of the month of Closing.
All transactions consummated at the Closing will be deemed to have been made
simultaneously and will all be effective at and as of the close of business on the

Closing Date, subject to Section 5.3. The term "Assets" will mean all of Seller's
right, title and interest in and to the tanks ("Tanks' and facilities described in
Schedule A hereto, subject to any limitations set forth therein, together with all
real property ("Real Property'} associated with each terminal ("Terminal") and
all equipment, tools, spare parts and other items located at each terminal, as of the
date hereof. The Assets will include all written or electronically stored files,
maps, records, documents and other instruments in the possession or control of
Seller that are not confidential, proprietary or restricted by other-contracts and-
that are related to the construction, acquisition, maintenance, operation or
regulatory compliance of the assets. The Assets do not include the contents of the
Tanks.
SECTION 1.2. Purchase Price. The purchase price (the "Purchase
Price") for the Assets isloillWillion, subject to Section 5.10(c). The Purchase
Price for the Assets will be paid at the Closing by wire transfer of immediately
available funds to a bank account designated in writing by Seller prior to the
Closing. Contemporaneously with the execution of this Agreement, Buyer will
pay to Seller a deposit amount of1�million (the "Deposit'D, which will be
credited toward the Purchase Price, the balance of which is due at Closing. The
Deposit will be refunded to Buyer if this'Agreement is terminated pursuant to its
terms prior to the Closing, provided that Buyer has not breached any of its
representations, warranties or covenants as set forth in this Agreement.
SECTION 1.3. Modification. In the event that the FTC conditions its
final approval of the Provisional Consent Decree on modification of this
Agreement, Buyer and Seller agree to use their reasonable best efforts to make or
cause to be made such required modifications, subject to Section 1.4.
SECTION 1.4. Rescission. In the event that (i) the FTC withdraws or
conditions its final approval of the Provisional Consent Decree in a manner
considered by Seller in its sole discretion to be adverse to Seller,'or (ii)the
Merger does not close by August 31, 1999 or it has earlier become evident that
the Merger will not close by August 31, 1999, Seller will have the right to require
that the transactions consummated pursuant to this Agreement be rescinded and
this Agreement be terminated. If Seller elects to rescind the transactions, Seller
will refund to Buyer the Purchase Price plus interest from the date of Closing to
the date of rescission at a rate of b%per annum, and Buyer will promptly take all
necessary steps to return title to and possession of the Assets to Seller. The
benefits and liabilities attributable to ownership and operation of the Assets from
the date of Closing to the date of rescission will accrue to Buyer. A rescission by
Seller will also require that Buyer be reimbursed and/or indemnified for those
costs, expenses and liabilities directly related to the acquisition, possession and
operation of the Assets (except for normal, on-going operating costs, expenses
and obligations) and incurred between the Closing Date and the date of rescission
2

(collectively, "Rescission Costs ands Liabilities"). Rescission Costs and
Liabilities will include but will not be limited to environmental liabilities not
caused by Buyer's negligence, Buyer's employee severance costs and Buyer's
necessary Asset improvement costs. In the event that the FTC withdraws or
conditions its final approval of the Provisional Consent Decree in a manner,
considered by Buyer in its reasonable judgment to have a materially adverse
economic impact on it, then Buyer will have the right to require that the
transactions consummated pursuant to this Agreement be rescinded and this
Agreement be terminated. If Buyer elects to rescind the transactions, Seller will
refund to Buyer the Purchase Price with interest, as stated above, and will become
obligated for all Rescission Costs and Liabilities incurred by Buyer and
confirmed by Seller, with Seller having a right to audit the Rescission Costs and
Liabilities, at its expense.
SECTION 1.5. Throughput. Seller and Buyer agree to execute and
deliver to each other at the Closing a Throughput Agreement (the "Fbroughput
Agreement's in the form attached as Schedule B.
ARJCLE 2
REPRESENTATIONS AND WARRANTIES OF SELLER
ln'order to induce Buyer to enter into this Agreement,Seller hereby
represents and warrants,as of the date here of and as of the Closing,Date,as follows:
SECTION 2.1. Organization and Standing of Seller. Seller is a duly
organized and validly existing corporation, in good standing under the laws of the
State of Maryland and has all requisite corporate power and authority to own,
lease, use and operate the Assets as now used and operated.
SECTION 2.2. Corporate Power and Authority. Seller has full
corporate power and authority to carry out its obligations hereunder. The.
execution and delivery of this Agreement and the transactions contemplated
hereby have been duly and validly authorized by the Board of Directors of Seller.
No other corporate acts or proceedings on the part of Seller or its stockholders are
necessary to authorize this Agreement or the consummation of the transactions
contemplated hereby. When duly executed and delivered by the parties hereto,
this Agreement will constitute a valid and legally binding obligation of, and will
be enforceable against, Seller in accordance with its terms (except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization,moratorium, fraudulent transfer and similar laws of general
3

applicability relating to or affecting creditor's rights or by general equity
principles).
SECTION 2.3. Title to Properties;Absence of Liens and
Encumbrances. Seller owns and has marketable title to the Assets, free and clear
of any liens, claims, charges, pledges, leases, licenses, mortgages, security
interests, easements, covenants, conditions, restrictions, condemnations,
exceptions, encroachments or other encumbrances (collectively
"Encumbrances'; except for Encumbrances which do not materially adversely
affect the use or value of the Assets and liens for taxes or assessments not yet due
and payable ("Permitted Encumbrances"). Title to and possession of the Assets
will be delivered to Buyer at Closing, subject to the Permitted Encumbrances.
SECTION 2.4. Condition of Assets. All of the Assets (other than land)
(i) at the time of Closing will be in good operating condition, ordinary wear and
tear excepted and (ii) at the time of Closing will be fit for the purposes for which
they are presently being used. Seller will be obligated to promptly-repair or
replace any Assets (other than land) not meeting this warranty for which Buyer
provides Seller notice at any time within 6 months after the Closing Date. Seller's
six (6) month repair or replace obligation is Seller's sole and exclusive liability,
and Buyer's sole and exclusive remedy, for breach of this warranty. If time is of
the essence, including but not limited to a situation where an Asset requiring
repair or replacement inhibits a Terminal's operations, and Seller has not
Promptly commenced the repair or replacement of the affected Asset, Buyer will
be permitted, after due notice to Seller, to make all necessary, customary and
commercially reasonable repairs and Seller will reimburse Buyer the cost thereof.
Notwithstanding the above obligations, Seller will not be required to make repairs
to or replace Assets it reasonably considers to be routine maintenance items.
SECTION 2.5. Compliance with Law; No Violation. Except for
environmental matters (addressed on Schedule C), the Assets and the use thereof
by Seller as operated as of the date-hereof are in compliance with all,statutes,
laws, regulations, orders,judgments and decrees of Governmental Entities (as
defined below) applicable to.them or by which they are bound, except where the
failure to be in such compliance would not have a material adverse effect on the
use or operation of the Assets as used or operated as of the date hereof. Seller
holds all Permits(as defined below) necessary for the conduct of its business as
conducted as of the date hereof or to utilize the Assets as used as of the date
hereof, except where the failure to hold such licenses, permits or authorizations
would not have a material adverse effect on the use or operation of the Assets as
used or operated as of the date hereof. The term "Governmental Entity" will
mean any government or any court, administrative agency or commission or other
governmental or other regulatory authority or agency, Federal, state, local or
foreign. The term."Permit" will mean any license or permit issued to Seller as of
4

the Closing Date by any governmental or quasi-governmental agency or authority
or any private parry necessary for the ownership, use and enjoyment of the
Assets. Neither the execution and delivery of this Agreement by Seiler, nor the
consummation by Seller of the transactions contemplated hereby, will (i) conflict
with or result in any breach of any provision of the Articles of incorporation or
the by-laws of Seller or (ii) result in a violation or breach of, or constitute a
default under any of the terms or conditions of any note, mortgage, letter of
credit, other evidence of indebtedness, guarantee, license, lease or agreement or
similar instrument or obligation to which the Seller is a party or by which it may
be bound, except in the case of both(i) and (ii) where such conflict or violation
would not have a material adverse effect on the use or operation of the Assets as
currently used or operated or on the consummation of the transactions
contemplated herein.
SECTION 2.6. Brokerage and Finder's Fees. Neither Seller nor any of
its officers or employees has incurred or will incur any brokerage, finder's or
similar fee in connection with the transactions contemplated by this Agreement
for which Buyer will have any liability.
SECTION 2.7. Governmental, Regulatory and Judicial Actions. There
are no pending or,to the best of Seller's knowledge, threatened legal claims,
actions, suits,proceedings, investigations,judgments, court orders, injunctions, or
pending condemnations pertaining to the Assets that would have a materially
adverse economic impact on Buyer or the Assets.
SECTION 2.8. Taxes. All returns required to be filed pursuant to
federal, state or local laws with respect to the ownership and operation of the
Assets have been or will be filed and all taxes (other than income taxes) imposed
or assessed on the Assets that would result in a lien against said Assets have been
or will be paid.
SECTION 2.9. Contracts. There are no contracts, agreements or other
legally enforceable obligations pertaining to the Assets that would have a
materially adverse economic impact on Buyer or the Assets.
SECTION 2.10. Schedule A. The Asset descriptions attached hereto as
Exhibit-A are correct in all material respects and the Assets contain, at a
minimum,the number and type of facilities described for each of the Assets on
said exhibit.
SECTION 2.11. Foreign Person. Seller is not a"foreign person" as
defined in Section 1445 of the Internal Revenue Code and the regulations
promulgated thereunder.
5

SECTION 2.12. Preferential Purchase Rights. There are no preferential
purchase rights, options or similar rights held by any person or entity not a party
to this Agreement to purchase or acquire any interest in the assets as a result of
the transactions contemplated herein.
SECTION 2.13. Environmental Issues. Seller is unaware of any facility
not in compliance with any currently effective Governmental Authority (as
defined in Schedule C) regulatory requirement under Environmental Laws (as
defined in Schedule C) which noncompliance would limit or restrict facility
throughput to levels below those presently maintained or which would require an
investment within the next two (2) years in excess of$10,000 on any project at
any terminal to achieve compliance or to maintain throughput, except that Seiler
has notified Buyer of a current project at its Jacksonville, Florida, terminal
involving the construction of secondary containment facilities to comply with
current Florida regulations and requirement which Seller will continue to
construct after Closing and which will be completed by year-end 1999.
SECTION 2.14. Exclusion of other Warranties. EXCEPT FOR THE
EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN
SECTIONS 2.1 THROUGH 2.13 HEREOF, AND SUBJECT TO SCHEDULE
C, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE ASSETS AND SPECIFICALLY MAKES NO
WARRANTY OF.MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND NONE WILL BE IMPLIED. ALL REPRESENTATIONS
AND WARRANTIES OTHER THAN THOSE SET FORTH IN SECTIONS 2.1
THROUGH 2.13 HEREOF, EXPRESS OR IMPLIED, ARE EXCLUDED.
SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY
OTHER REPRESENTATION, WARRANTY, STATEMENT OR
INFORMATION MADE OR COMMUNICATED (ORALLY OR 1N WRITING)
TO BUYER. SELLER MAKES NO WARRANTY WITH REGARD TO
FUTURE OPERATING OR FINANCIAL PERFORMANCE OR RESULTS OF
THE ASSETS, AND NONE WILL BE IMPLIED.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
In order to induce Seller to enter into this Agreement,Buyer hereby
represents and warrants as follows:
6

SECTION 3.1. Organization and Standing. Buyer is a duly organized
and validly existing corporation, in good standing under the laws of the
jurisdiction of its incorporation.
SECTION 3.2. Corporate Power and Authority, Buyer has full
corporate power and authority to carry out its obligations hereunder. The
execution and delivery-of this Agreement and the transactions contemplated
hereby have been duly and validly authorized by the Board of Directors of Buyer.
No other corporate acts or proceedings on the part of Buyer or its stockholders are
necessary to authorize this Agreement or the consummation of the transactions
contemplated hereby.. When duly executed and delivered by the parties hereto,
this Agreement will constitute a valid and legally binding obligation of, and will
be enforceable against, Buyer in accordance with its terms.(except.as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar laws of general
applicability relating to or affecting creditor's rights or by general equity
principles).
SECTION 3.3. No Violation. Neither the execution and delivery of this
Agreement by Buyer, nor the consummation by Buyer of the transactions
contemplated hereby, will (i) conflict with or result in any breach of any
provision of the Certificate of Incorporation or the by-laws of Buyer or (ii) result
in a violation or breach-of, or constitute a default under any of the terms or
conditions of any note, mortgage, letter.of credit, other evidence of indebtedness,
guarantee, license, lease or agreement or'similar instrument or obligation to
which the Buyer is a party or by which it may be bound, except in the case of
both (i) and (ii) where such conflict or violation would not have a material
adverse effect on the consummation of the transactions contemplated herein. .
SECTION 3.4. Brokerage and Finder's Fees. Neither Buyer nor any.of
its officers or employees has incurred or will incur any brokerage, finder's or
similar fee in connection-with the transactions contemplated by this Agreement
for which Seller will have any liability.
SECTION 3.5. Financing. Buyer has, and on the Closing Date it will
have, available to it cash in an amount representing at least the Purchase Price for
payment to Seller and sufficient funds to consummate the transactions
contemplated hereby and to comply with its obligations hereunder.
7

ARTICLE 4
EMPLOYEE MATTERS
SECTION 4.1. Employment and Compensation of Employees. Buyer
will have the right, after execution of this Agreement, to interview and offer
employment to any and all of the employees of Seller employed in connection
with the Assets on the Closing Date (the "Employees") on such terms as Buyer
will determine.
SECTION 4.2. Employee Liabilities. Seller will be solely responsible
for all liabilities and obligations with respect to its Employees regarding
compensation or employee benefits arising before the Closing Date, and Seller
will indemnify and hold Buyer harmless from and against all liabilities with
respect to its Employees and arising from acts or omissions occurring before the
Closing Date. Seller will bear all severance costs for Employees terminated by
Amoco and arising out of the transactions contemplated by this Agreement.
Buyer will be solely responsible for all liabilities and obligations with respect to
the compensation or employee benefits.of those Employees which are retained by
Buyer and which arise after the Closing Date, and Buyer will indemnify and hold
Seller harmless from and against all liabilities with respect to all'Employees
retained by Buyer and arising from acts or omissions occurring after the Closing
Date.
ARTICLE 5
PERFORMANCE
SECTION 5.1: Transfer of Permits and Contracts. Seller will use its
reasonable best efforts to assign or cause to be assigned, or otherwise transfer to
Buyer the benefits of, the Permits and any material agreements or contracts
relating to the'operatibri and use of the Assets ("Contracts'). Buyer will use its
reasonable best efforts to cause Seller to be released from its obligations under
the Permits and Contracts after the Closing Date.
SECTION 5.2. Satisfaction of Conditions. Each of Buyer and Seller
will use its reasonable best efforts; as promptly as practicable, to obtain any
permits and approvals and satisfy any conditions to Closing, as set forth in Article
6.
SECTION 5.3. Cash Flows. All operating revenues, accounts
receivable, operating expenses and accounts payable arising in the ordinary
course of business attributable to the Assets prior to the Effective Date will
8

accrue to or be the liability of, as the case may be, Seller. All operating revenues,
accounts receivable, operating expenses and accounts payable arising in the
ordinary course of business attributable to the Assets after the Effective Date will
accrue to or be the liability of, as the case may be, Buyer. Where appropriate,
Buyer and Seller will agree to necessary provisions to give effect to the
foregoing. All real estate,personal property and other ad valorem taxes and
assessments(excluding penalties and interest)assessed or levied against the Assets;
charges,if any, for utilities serti�icing the Assets; and all other charges and fees
related to the Assets customarily prorated and adjusted in similar transactions,will
be prorated as of the Effective Date,and payment made to.the party to whom it is
due based on the respective period in which the parties.own the Assets during the
calendar year which includes the Effective Date. In the event that definitive
prorations and other adjustments cannot be made as of the Closing because all bills
are not yet obtainable,the parties will make a good faith estimate of the prorations
at the Closing on the best available information,and adjust the estimate as actuals
become available,or defer the prorationing until actuals are available and make an
adjustment at that time. Subject to prorationing in accordance with the foregoing,
payment of taxes will be remitted entirely by Seller to the collecting authorities if
due on or before Closing and will be remitted entirely by Buyer to the collecting
authorities if due after Closing.
SECTION 5.4. Signs. Promptly after the Closing, Seller will remove all
reproductions of or signs containing Seller's name, logo or trademark, present on
any part of the Assets. Buyer grants to Seller rights of ingress and egress to the
Assets in order for Seller to accomplish the foregoing.
SECTION 5.5. Transfer Taxes. Seller will be responsible for any real
property transfer or documentary recordation tax.imposed under the laws of the
applicable taxing jurisdiction arising out of the transfer of Real Property.
SECTION 5.6. Post-Closing Access to Records. Each party agrees to
provide the other with access to all relevant documents and other information
which may be needed by such other party for purposes of preparing tax returns or
responding to an audit by any governmental agency or for any other reasonable
purpose.. In addition, Buyer agrees to provide Seller(and any qualified third
party hired by Seller for this purpose) with access for a period of 180 days after
Closing, to the Assets in order to perform an appraisal of their fair market value.
All such access will be during normal business hours.
SECTION 5.7. Conduct of Business. From the date hereof through the
Closing Date, except for actions that would have a materially adverse economic
impact on Buyer or the Assets, Seller agrees to conduct the business of and
maintain the records at the Assets, consistent with its past business practices and
agrees not to: sell transfer,encumber-or otherwise dispose of any of its Assets;
9

enter into any agreements; settle any pending litigation or claims; or make any
changes to the Assets.
SECTION 5.8. Transfer of Custody of Inventory. It is understood by
the parties that Seller will have, as of the Closing Date, custody of an inventory of
refined petroleum products at the Assets ("Inventory"). A portion of the
Inventory is not the property of the Seller, but is the property of Seller's shippers.
The Inventory is specifically excluded from this sale, except as to the transfer of
its custody from Seller to Buyer. On the Closing Date,-the quality of the
Inventory will be in compliance with Seller's existing product specifications,
Seller will transfer custody of the Inventory to Buyer, and Buyer will issue to
Seller the necessary documentation to acknowledge receipt of the Inventory upon
Buyer's verification and acceptance of both the physical and book inventory.
Representatives of both Buyer and Seller will be present to verify
and accept the physical inventory as of the Closing Date. Seller will close the
Terminals to all receipts and deliveries of product at 12:0I a.m. on the Closing
Date. Beginning at 8:00 a.m. on the Closing Date, the parties, or their qualified
representatives, will-identify,-calculate or measure all contents located.(i) in
above-ground Terminal storage tanks, and (ii) in the Terminal linefill,
(collectively, the "Terminal Inventory"). The calculation of the Terminal
Inventory will be recorded using the following categories of items: (A) all
volumes of bottom sediment and water ("BS'& W") as measured by hand guage
lines, and (B) all volumes of petroleum products in storage tanks and pipelines at
the Terminals ("Products") as measured by hand guage lines. The volumes of
Products measured will be adjusted.to 60 degrees Fahrenheit and, as indicated,by
the separate measurement of BS & W, will exclude any water. Buyer, or Buyer's
designated representatives, will have the right to observe and agree to the
identification, calculation and measurement of the Terminal Inventory. In the
event such representatives are unable to agree on the Terminal Inventory
measurement, the Parties agree to cause a mutually acceptable independent
inspector to determine the Terminal Inventory.
Seller will provide Buyer with an estoppel certificate from each
shipper using the Assets certifying (i) that to the shipper's knowledge there is no
default of Seller under the shippers agreement with Seller and that Seller has fully
performed under the same, (H) a statement of the shipper's current inventory on
the Property,and (iii) a statement of any amount paid Seller in advance for
services to be rendered under the shipper's agreement with Seller. As of Closing
Date, Buyer will-assume custody responsibility for the Terminal Inventory on
behalf of and in accordance with the direction of the respective shippers. Seller
will settle any differences with its shippers between book inventory and the
Terminal Inventory.
10

1
,SECTION 5.9. Transition Services. From the date of this Agreement
through the Closing Date, Seller will dedicate adequate resources to develop a
transition services plan with Buyer. The transition services plan will have a
commercially reasonable term not to exceed 6 months from the Closing Date and
will provide for the following transition services: accounting and related billing
services, information services support, scheduling services, operations under
existing facility response plan, continuation of existing spill prevention and
countermeasures plan, use of Seller's manuals, as available, and others as agreed
upon. Notwithstanding the above, Seller will provide information services
support (relating to terminal automation systems) and other.support services
beyond the above-stated 6 month period, on terms that are mutually agreeable to
the parties.
SECTION 5.10. Option to Provide Services.
(a) During the four-year period beginning on the second anniversary of
the Effective Date, Seller shall comply with the provisions of this Section in
connection with obtaining terminal services in the geographic areas (the "Service
Areas") normally serviced by the terminal facilities included in the Assets.
(b) In the event that Seller desires to obtain terminal services from any
third party in any Service Area, Seller shall give written notice (the "Seller
Notice")to Buyer of(i) the relevant facility and (ii) the price and other material
terms upon which Seller proposes to obtain such services. Buyer shall have an
option, exercisable by-written notice to Seller delivered within five business days
of Buyer's receipt of the Seller Notice, to enter into an arrangement with Seller to
provide such services on terms no less favorable to Seller than those described in
the Seller Notice. if Buyer does not exercise such option, Seller may arrange for
such services from any third party within 20 business days from the date on .
which the Sellet Notice was deliveied'6n terms no less favorable to Seller than
those described in the Seller Notice. if Seller does not arrange for such services
within such 20 business day period, the provisions of this paragraph shall then be
applicable to any subsequent arrangement by.Seller for terminal services in the
Service Area. Notwithstanding the foregoing, in no event shall Seller be required
under this Section 5.10 to obtain terminal services on any terms from Buyer for
more than 35% of the capacity of any terminal facility included in the Assets.
(c)In the event that this Section.5.10 must be.deleted from this
Agreement in order to obtain FTC approval, the Purchase Price for the Assets
shall be reduced by $1.1 million.
11

ARTICLE 6
CONDITIONS PRECEDENT
SECTION 6.1. Mutual Conditions Precedent. Seller and Buyer each is
obligated to consummate the transactions contemplated herein, subject, in each
instance, to Section 1.4 and to the fulfillment or written waiver of each of the
following conditions at or prior to the Closing:
(a) Legal Action. No temporary restraining order, preliminary
injunction or permanent injunction or other order preventing the consummation
of the transactions contemplated hereby or materially adversely affecting the right
of Buyer to own the Assets will have been issued by any federal or state court or
other governmental authority and remain in effect.
(b) FTC Provisional Consent. The Provisional Consent Decree will
have been accepted for public comment by the FTC.
(c) Throughput Agreement. Buyer and Seller will have entered into
the agreement referenced in Section 1.5 and in the form attached as Schedule B.
SECTION 6.2. Conditions Precedent to Buyer's Obligations. The
obligations of Buyer hereunder to consummate the transactions contemplated
herein will be subject, in each instance, to the fulfillment, or written waiver by
Buyer, of the following additional condition at or prior to the Closing:
(a) Documents and Instruments to be Delivered at the Closing. Seller
will deliver or cause to be executed and delivered to Buyer at the Closing, such
deeds, assignments, bills of sale and other instruments of transfer duly executed
by and on behalf of Seller, reasonably satisfactory in form and substance to
counsel to Buyer, as are necessary or desirable to effect the conveyance, sale,
assignment, transfer and delivery of all rights, interests and properties
constituting the Assets, including, without limitation, all contracts, leases and
licenses to be assigned to Buyer as part of the Assets.
SECTION 6.3. Conditions Precedent to Seller's Obligations. The
obligations of Seller hereunder to consummate the transactions contemplated
herein will be subject, in each instance,to the fulfillment, or written waiver by
Seller, of the following additional condition at or prior to the Closing:
(a) Payment of Purchase Price. Buyer will deliver the Purchase
Price (less the amount paid in the form of the Deposit) by wire transfer of
immediately available funds to a bank account designated in writing by Seller.
12

ARTICLE 7
INDEMNIFICATION
SECTION 7.1. Environmental Liabilities. Schedule C, which is
incorporated by reference herein, sets forth the agreement between Buyer and
Seller as to liability for environmental claims relating to the Assets.
SECTION 7.2. Third Parry Claims. Seller will defend, indemnify and
hold harmless Buyer (including its affiliates), each of its directors, officers,
employees and agents, and each of the heirs, executors, successors and assigns of
the foregoing (collectively, the "Buyer Indemnified Parties") from and against
any liability arising out of any third-party claims relating to the use, operation or
ownership of the Assets prior to the Closing Date, other than with respect to
matters that are covered in Schedule C hereto. Buyer will defend, indemnify and.
hold harmless Seller, each of its directors,.officers, employees and agents, and
each of the heirs,executors, successors.and assigns of the foregoing (collectively,
the "Seller Indemnified Parties") from and against any liability arising out of
any third-party claims relating to the use, operation or ownership of the Assets
after the Closing Date, other than with respect to matters that are covered in
Schedule C hereto. The indemnifying party will have the sole-right to select
counsel and to control any and all litigation pertaining to all actions referenced
herein.
SECTION 7.3. Representations and Warranties. Seller will indemnify
and hold harmless the Buyer Indemnified Parties from and against any liability
arising out.of any breach of any representation or warranty made by Seller under
this Agreement,provided,that Seller's sole and exclusive liability, and Buyer's
sole and exclusive remedy, (i) for any breach of any of Seller's representations or
warranties in this Agreement other than those in Section 2.4 will be for Seller to
correct the breach, and (ii) for any breach of Section 2.4 will'be for Seller to
repair or replace the Assets in question. In the event_that Seller cannot correct,
repair or replace,as the case may be, Seller will defend, indemnify and hold
harmless Buyer Indemnified Parties for any and all liability directly arising out of
the breach. Buyer.will not be permitted, under any circumstances,to terminate the
Agreement for any breach of any representation or warranty made by Seller under
this Agreement.Buyer will defend, indemnify and hold harmless the Seller
Indemnified Parties from and against any liability arising out of any breach of any
representation or warranty made by Buyer under this Agreement. NEITHER
PARTY WILL BE LIABLE TO THE OTHERPARTY FOR ANY LOSS OF
PROFIT,LOSS OF USE, SPECIAL,INDIRECT;INCIDENTAL,OR
CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY,
HOWSOEVER ARISING UNDER THIS AGREEMENT, WHETHER BASED
ON BREACH OF WARRANTY,BREACH OF AGREEMENT, STATUTE,
13

STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT
LIMITATION NEGLIGENCE OF THE PARTY CAUSING THE DAMAGE.
ARTICLE 8
MISCELLANEOUS
SECTION 8.1. Survival of Representations and Warranties. The
representations and warranties made by the parties in this Agreement will survive
the Closing for a period of two years from the Closing Date, except for Section
2.4 which.will survive for a period of six months from the Closing Date.
SECTION 8.2. Expenses. Unless otherwise expressly provided herein,
each of the parties hereto will bear the expenses incurred by that party incident to
this Agreement and the transactions contemplated hereby, including, without
limitation, all fees and disbursements of counsel and accountants retained by such
party, whether or not the transactions contemplated hereby will be consummated.
SECTION 8.3. Further Assurances. Seller and Buyer each agree that
subsequent to the Closing, at the request of the other party, it will execute and
deliver to the other party such further instruments, documents, conveyances or
assurances and take such other action as may be necessary or otherwise
reasonably requested to carry out the transactions contemplated by this
Agreement.
SECTION 8.4. Entire Agreement. This Agreement (including the
Schedules hereto and the Confidentiality Agreement, dated October 22, 1998),
constitutes the entire understanding of the parties hereto with respect to the
transactions contemplated hereby and may be amended, modified, supplemented
or altered only by a writing duly executed by all of the parties hereto, and any
prior agreements or understandings, whether oral or written, are entirely
superseded hereby.
SECTION 83'. Assignment; Binding Effect. This Agreement will be
binding upon and inure to the benefit of the parties hereto and upon their
respective successors and permitted assigns. This Agreement will not, however,
be assignable or transferable, in whole or in part,by either Buyer or Seller except
upon the express prior written consent of the other party which will not be
unreasonably withheld,provided that Buyer may assign this Agreement to any
subsidiary of Buyer,provided,further, that no such assignment will relieve Buyer
from any of its obligations under this Agreement. Any attempt to assign or
otherwise transfer this Agreement or any rights or obligations hereunder in
violation of the foregoing will be void.
14

SECTION 8.6. Modification, Waiver and Extensions. Buyer and Seller
may, by "riven instrument, extend the time for the performance of any of the
obligations or other acts of the other, waive any inaccuracies of the other in the
representations and warranties contained herein or in any document delivered
pursuant to this Agreement, waive compliance with any of the covenants of the
other contained in this Agreement, and waive the other's performance of any of
the obligations set out in this Agreement. No modification, waiver or extension
of any of the provisions of this Agreement and no consent by Buyer or Seller to
any departure therefrom by the other will be effective unless such modification,
waiver or extension will be in writing and signed by the party or parties to be
bound, and the same will then be effective only for the period and on the
conditions and for the specific instances and purposes specified in such writing.
SECTION 8.7. Notices. Notices and other communications given or
made pursuant hereto will be in writing and will be deemed to have been duly
given or made as of the date delivered, mailed or transmitted, and will be
effective upon receipt, if delivered personally, mailed by registered or certified
mail (postage prepaid, return receipt requested) or sent by fax (with immediate
confirmation) or nationally recognized overnight courier service, as follows:
(a) if to Buyer, to:
Williams Energy Ventures, Inc.
One Williams Center
P.O. Box 3448, M.D. 720
Tulsa, Oklahoma 74101
Attention: Vice President, Terminals and Transportation
Fax [phone]
(b) if to Seller, to:
Amoco Oil Company
200 East Randolph Drive
Chicago, Illinois 60601
Attention: General Manager Marketing Distribution
Fax: [phone]
or to such other person or address or facsimile number as any party will specify
by like written notice to the other party hereto (any such notice of a change of
address to be effective only upon actual receipt thereof).
15

SECTION 8.8. Governing Law; Submission to Jurisdiction. This
Agreement will be governed by and construed in accordance with the laws of the
State of Illinois, without regard to any applicable principles of conflicts of law.
The parties hereby consent for purposes of the adjudication of disputes arising
hereunder to the nonexclusive jurisdiction of the courts of the State of Illinois and
Federal courts sitting in Chicago, Illinois.
SECTION 8.9. Captions. The captions of the various articles and
sections of this Agreement have been inserted for the purpose of convenience of
reference only, and such captions are not a part of this Agreement and will not be
deemed in any manner to modify, explain, enlarge or restrict any of the
provisions of this Agreement.
SECTION 8.10. Counterparts. This Agreement may be executed by
the parties in one or more counterparts, each of which will be an original and all
of which will together constitute one and the same agreement.
SECTION 8.11. Severability. if any provision or provisions of this
Agreement, or any portion of any provision hereof, will be deemed invalid or
unenforceable pursuant to a final determination of any court of competent
jurisdiction, such determination or action will be construed so as not to affect the
validity or enforceability of any other provisions of this Agreement.
SECTION 8.12. No Third Party Beneficiaries. This Agreement is
solely for the benefit of the parties to this Agreement and nothing in this
Agreement may be deemed to confer upon third parties any remedy, claim,
liability, reimbursement, claim of action or other right.
SECTION 8.13. Termination. Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be terminated and the transactions
contemplated hereby abandoned any time prior to the Closing Date:
(a) Mutual Consent. By mutual consent of the parties hereto;
(b) Failure of Conditions. By either of Buyer or Seiler, if(i) any
court or other federal or state governmental or regulatory body has issued any
judgment, injunction, order or decree prohibiting, enjoining or otherwise
restraining the transactions contemplated by this Agreement and such judgment,
injunction,order or decree has become final and nonappealable (provided, that
the party seeking to terminate this Agreement pursuant to this paragraph (b)has
used commercially reasonable efforts to remove such judgment, injunction, order
or decree), 00 any statute, rule, regulation or executive order promulgated or
enacted by any federal or state governmental authority after the date hereof that
prohibits the consummation of the transactions contemplated hereby will be in
16

f♦
effect or (Ili) the Closing Date has not occurred on or before August 31, 1999,
provided that the party seeking to rely on this clause (iii) of Section 8.13(b) used
its best efforts, subject to Section 1.4, to consummate the transactions
contemplated by this Agreement by such date.
(c) FTC Conditions. By Seller,upon 24 hours' written notice delivered
to Buyer, in the event that the FTC advises Seller that it will not enter into a
Provisional Consent Decree with respect to the Merger on the terms of this
Agreement.
In the event of termination of this Agreement pursuant to this Section 8.13
or rescission of this Agreement pursuant to Section 1.4,this Agreement forthwith
will become void and of no further force or effect,and neither party hereto will
have any liability or obligation hereunder,except that any such termination will not
affect(i)the provisions of Section 1.4, Section 8.2 and Section 8.16,which will
survive any such termination,and(ii)the rights and remedies available to a party as
a result of any willful breach of any provisions of this Agreement.
SECTION 8.14. Not to be Construed against Drafter. The parties
acknowledge that they have had an adequate opportunity to review each and
every provision contained in this Agreement and to submit the same to legal
counsel for review and comment, including expressly but without limitation the
indemnities in this Agreement and the waiver contained in this Section 8.14.
Based on said review and consultation, the parties agree with each and every term
contained in this Agreement. Based on the foregoing, the parties agree that the
rule of construction that a contract be construed against the drafter, if any, will
not be applied in the interpretation and construction of this Agreement. The
parties also acknowledge and agree that any requirement that certain provisions in
a contract be conspicuously marked or highlighted are satisfied by this
Agreement or, if not satisfied,the parties expressly waive any such requirement.
SECTION 8.15. Mediation. The parties agree that they will, in good
faith, attempt to resolve promptly any controversy or claim arising out of or
relating to this Agreement by negotiations between representatives of each party
who have authority to settle the dispute. The procedures under this Section 8.15
Will begin when the disputing party gives the other party written notice of a
dispute. Within thirty (30) days after receipt of said notice the receiving party
will submit to the other a written response. The notice and response will include
(a) a general statement of each party's position and a summary of the evidence
and arguments supporting its position, and (b) the name and title of the authorized
representative for that party. The representatives will meet at a mutually
acceptable time and place within thirty (30) days of the receipt of the disputing
party's initial notice and thereafter as often as they reasonably deem necessary to
exchange relevant information and to attempt to resolve the dispute.
17

If the dispute has not been resolved with ninety (90) days of
receipt of the disputing party's.inilial notice, or if the parties' representatives do
not meet within thirty (30) days from receipt of the initial notice, either party may
initiate mediation of the dispute in accordance with the Center for Public
Resources Model Procedure for Mediation of Business Disputes. The parties
agree that the mediation will take place in Chicago, Illinois, that each party will
participate in good faith, and that the cost of the mediation will be shared equally
by the parties.
If the dispute is not resolved pursuant to the mediation procedures
required above within one hundred and eighty (180) days of the initiation of
mediation, either party may initiate litigation and all legal rights of the parties are
reserved. In the event that one party fails or refuses to participate in the required
mediation procedure, or the mediation process fails to proceed in a timely fashion
or if either party otherwise breaches its obligations under this Section 8.15, the
other party may initiate litigation prior to the time period set forth hereinabove
and all of the legal rights of the parties are reserved.
Any deadline specified in this Section 8.15 may be altered by
mutual agreement. In the event of any emergency situation requiring prompt
resolution, the parties agree to act in good faith to shorten the applicable time
periods and streamline the negotiation and mediation process as much as
reasonably possible.
The procedures specified in this Section 8.15 will be the sole and
exclusive procedures for the resolution of disputes between the parties arising out
of or relating to this Agreement; provided,however, that a party may seek a
preliminary injunction or other preliminary judicial relief if in its reasonable
judgment such action is necessary to avoid irreparable damage. Even if such
judicial action.is necessary,however, the parties agree that they will continue to
participate in good faith in.the procedures specified in this Section 8.15. To the
extent permitted by applicable law, all applicable statutes of limitation will be
tolled while the procedures specified in this Section 8.15 are pending, and the
parties agree to take such action, if any, required to effectuate such tolling.
Although the implementation of the mediation procedures set out
hereinabove is mandatory and required of the parties hereto, any finding, ruling,
suggestion or recommendation of a mediator or any other person will not be
binding on the parties to any mediation, it being necessary that the parties hereto
mutually agree to a resolution of any dispute.
18

61
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IN W]TNESS WHEREOF, the }parties hereto have duly executed
this Agreement as of the date first above written.
AMOCO OIL CO PANY
0
Name:
Title:
WILLIAMS ENERGY VENTURES, INC.
By:
Name:
Title:.
20

OCT.n. 31396 4:21FM Wrct- r .Lorlo-
- 4
r
c
IN WITNESS WHEREOF, the parties hereto hsve duly executed
this Agreement as of the date fast above"itten.
AMOCO OIL, COMPANY
By:
Namc.
Tltk:
WILLIAMS ENERGY VENTURES, INC.
Naar. s7t vFN J. MA LCOLM �w�►,
Tltie: SF-Niok VICE. �R�51DE1�IT
-- - --

• ar
Terminal Fact Sheet•Charlotte
7924 ML HoRy Road
Charlotte, NC 28214
Property Descriptdon:
Approx. Land Sae(Acres): 16,83
Fee or Leased: Fee
Tankage: See attached Photo or Diagram of Fecility -Approx.ShW
Year Capacity Type of Product Floating
Constructed IN} Tank. in Tank Roof
Tank F: 1961 6e,433 Welded Regular . Yes
Tank H: 1942 23,232 Welded Regular Yes
Tank 8: 1942 '29,850 Welded- LS;#2 Yea
Tank D: 1952 25,072 . Welded LS#2 No
Tank 1942 ='29,850 Welded Mid-flrade Yes
Tank G: 1968 19,"0 Welded Ultimate Yes
Tank E: 1952 15,13.1, , ,Wedded _ HP*2 No
Tank J: 1963 52,969 We+dad HS*2 Yes
Tank K: 1963 52,901 Welded Ultimate Yes
Tank L: 1973 18,783 Welded Mid--grade Yes
333.610
Loading Rack: (See Attached Diagram) Supply Source: Colonial Pipeline
Load Spots 3 Pipeline Supply Rate: Approx. 4500 6bl/hr
Approx. Loading Capacity per Load Arm(gpm) 600 Marine Dods: No
VRU or VCU: VRU Dock Draft WA
Other Facllities on Terminal Property:
Of1~iceMarehouse
Railcar Loading Rack
Addltive Systems:
1. Amoco Proprietary Gas Addtive
2. Red Dye Diabillate Additive
3. Peraflow Distillate Flow Improver Additive
Pape 2

NPDES FACILITY AND PERMIT DATA 07/01/99 08:57 :41
UPDATE OPTION TRXID 5NU KEY NC0005185
PERSONAL DATA FACILITY APPLYING FOR PERMIT REGION
FACILITY NAME> AMOCO PETROLEUM-PAW CREEK COUNTY> MECKLENBURG 03
ADDRESS: MAILING (REQUIRED) LOCATION (REQUIRED)
STREET: P.O. BOX 71 STREET: 7924 OLD MT. HOLLY RD.
CITY: PAW CREEK ST NC ZIP 28130 CITY: CHARLOTTE ST NC ZIP 28214
TELEPHONE 704 399 6331 DATE FEE PAID: 02/28/96 AMOUNT: 200 .00
STATE CONTACT> CLARK PERSON IN CHARGE L.H. WILLIAMS
1=PROPOSED,2=EXIST,3=CLOSED 2 1=MAJOR, 2=MINOR 2 1=MUN, 2=NON-MUN 2
LAT: 3516560 LONG: 08056430 N=NEW,M=MODIFICATION,R=REISSUE> R
DATE APP RCVD 02/28/96 WASTELOAD REQS
DATE STAFF REP REQS 03/25/96 WASTELOAD RCVD
DATE STAFF REP RCVD / / SCH TO ISSUE 05/25/96
DATE TO P NOTICE 04/10/96 DATE DRAFT PREPARED
DATE OT AG COM REQS / / DATE DENIED
DATE OT AG COM RCVD / / DATE RETURNED
DATE TO EPA / / DATE ISSUED 08/02/96 ASSIGN/CHANGE PERMIT
DATE FROM EPA / / EXPIRATION DATE 08/31/01
FEE CODE ( 3 ) 1=(>10MGD) ,2= (>lMGD) ,3=(>0.lMGD) ,4= (<O.1MGD) , 5=SF, 6=(GP25, 64, 79) ,
7=(GP49, 73) 8=(GP76) 9=(GP13,34, 30, 52) 0=(NOFEE) DIS/C 39 37 66 CONBILL ( )
COMMENTS: ELIMINATED OUTFALLS 002 AND 003-7/5/94
MESSAGE: *** ENTER DATA FOR UPDATE ***