CHASE LOGO]Credit Agreement • March 9th, 2000 • Pennzoil Quaker State Co • Petroleum refining • New York
Contract Type FiledMarch 9th, 2000 Company Industry Jurisdiction
EXECUTION COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 29th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
Contract Type FiledMarch 29th, 2002 Company Industry Jurisdiction
Exhibit 4.1 SECOND AMENDMENT TO RIGHTS AGREEMENT This Second Amendment to the Rights Agreement between Pennzoil-Quaker State Company (formerly Pennzoil Products Company), a Delaware corporation (the "Company"), and Mellon Investor Services LLC...Rights Agreement • March 29th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
Contract Type FiledMarch 29th, 2002 Company Industry Jurisdiction
RECITALS:Severance Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
Contract Type FiledMarch 13th, 2002 Company Industry
EXHIBIT 1 PENNZOIL-QUAKER STATE COMPANY (a Delaware corporation) $150,000,000 8.65% NOTES DUE 2002 UNDERWRITING AGREEMENT Dated: November 30, 2000 TABLE OF CONTENTSUnderwriting Agreement • December 1st, 2000 • Pennzoil Quaker State Co • Petroleum refining • New York
Contract Type FiledDecember 1st, 2000 Company Industry Jurisdiction
1 EXHIBIT 10.7 INDEMNIFICATION AGREEMENT This AGREEMENT is made and entered into this ___ day of _______, ____, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and [NAME OF DIRECTOR] (the "Indemnitee"). WHEREAS,...Indemnification Agreement • August 14th, 1998 • Pennzoil Products Co • Delaware
Contract Type FiledAugust 14th, 1998 Company Jurisdiction
CREDIT AGREEMENTCredit Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Contract Type FiledMarch 13th, 2002 Company Industry Jurisdiction
EXHIBIT 10.2(d) 2001 INCENTIVE PLAN OF PENNZOIL-QUAKER STATE COMPANY NONQUALIFIED STOCK OPTION AGREEMENT PENNZOIL-QUAKER STATE COMPANY (the "Company") hereby grants on ____________, to ________________________________ (the "Optionee"), an employee of...Nonqualified Stock Option Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
Contract Type FiledMarch 13th, 2002 Company Industry
1 EXHIBIT 10.1(b) FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment") dated as of November 5, 1999, but to be effective as of September 30, 1999 (the "First Amendment Effective Date"), is made and entered...Credit Agreement • March 9th, 2000 • Pennzoil Quaker State Co • Petroleum refining • New York
Contract Type FiledMarch 9th, 2000 Company Industry Jurisdiction
FIRST AMENDMENT TO PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES TRUST AGREEMENT by and between PENNZOIL COMPANY and MELLON BANK, N.A.Pennzoil Quaker State Co • December 29th, 1998 • Petroleum refining
Company FiledDecember 29th, 1998 Industry
AND CHASE BANK OF TEXAS, NATIONAL ASSOCIATION TRUSTEE INDENTUREPennzoil Quaker State Co • March 30th, 1999 • Petroleum refining • New York
Company FiledMarch 30th, 1999 Industry Jurisdiction
AGREEMENTAgreement • March 20th, 2001 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Contract Type FiledMarch 20th, 2001 Company Industry Jurisdiction
Exhibit 2 AMENDMENT TO RIGHTS AGREEMENT This Amendment to the Rights Agreement between Pennzoil-Quaker State Company (formerly Pennzoil Products Company) and Mellon Investor Services LLC (formerly The Chase Manhattan Bank), as Rights Agent, dated...Rights Agreement • March 29th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
Contract Type FiledMarch 29th, 2002 Company IndustryThis Amendment to the Rights Agreement between Pennzoil-Quaker State Company (formerly Pennzoil Products Company) and Mellon Investor Services LLC (formerly The Chase Manhattan Bank), as Rights Agent, dated December 18, 1998 (the "Rights Agreement"), is hereby adopted as of March 5, 2002.
RECITALS:Compensation Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
Contract Type FiledMarch 13th, 2002 Company Industry
RECITALS:Deferred Compensation Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations)
Contract Type FiledMarch 13th, 2002 Company Industry
ANDRights Agreement • December 18th, 1998 • Pennzoil Quaker State Co • Petroleum refining • Delaware
Contract Type FiledDecember 18th, 1998 Company Industry Jurisdiction
ARTICLE I DEFINITIONSTrademark License Agreement • August 14th, 1998 • Pennzoil Products Co • Texas
Contract Type FiledAugust 14th, 1998 Company Jurisdiction
EXHIBIT 10.21 October 4, 2001 PERSONAL & CONFIDENTIAL Mr. James J. Postl Pennzoil-Quaker State Company 31st Floor, North Tower 700 Milam Houston, Texas 77002 Dear Mr. Postl: You have previously been or may be designated a participant in the...Pennzoil Quaker State Co • March 13th, 2002 • Wholesale-petroleum & petroleum products (no bulk stations)
Company FiledMarch 13th, 2002 Industry
2 3 "Distribution Date" has the meaning given in the Distribution Agreement.Employee Benefits Agreement • August 14th, 1998 • Pennzoil Products Co • Delaware
Contract Type FiledAugust 14th, 1998 Company Jurisdiction
1 EXHIBIT 10.11 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 12th day of October, 1998, by and between Pennzoil Products Company, a Delaware corporation (hereinafter called the "Company"), and James J. Postl (hereinafter called "Employee"); W I...Employment Agreement • March 17th, 1999 • Pennzoil Quaker State Co • Petroleum refining • Texas
Contract Type FiledMarch 17th, 1999 Company Industry Jurisdiction
ANDRights Agreement • August 14th, 1998 • Pennzoil Products Co • Delaware
Contract Type FiledAugust 14th, 1998 Company Jurisdiction
R E C I T A L S: - - - - - - - -Pennzoil Quaker State Co • March 13th, 2002 • Wholesale-petroleum & petroleum products (no bulk stations)
Company FiledMarch 13th, 2002 Industry
AGREEMENTAgreement • March 17th, 1999 • Pennzoil Quaker State Co • Petroleum refining • Texas
Contract Type FiledMarch 17th, 1999 Company Industry Jurisdiction
EXHIBIT 10.17 TAX PROTECTION AGREEMENT This AGREEMENT (the "Agreement") by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and ___________ (the "Executive"), dated as of ______________________________ and to be...Tax Protection Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Contract Type FiledMarch 13th, 2002 Company Industry Jurisdiction
TRUST AGREEMENT between MERRILL LYNCH TRUST COMPANY OF TEXAS, as the Trustee and PENNZOIL-QUAKER STATE COMPANY, as the EmployerTrust Agreement • December 29th, 1998 • Pennzoil Quaker State Co • Petroleum refining • Texas
Contract Type FiledDecember 29th, 1998 Company Industry Jurisdiction
1 EXHIBIT 10.4 TRANSITION SERVICES AGREEMENT DATED AS OF __________, 1998,Transition Services Agreement • August 14th, 1998 • Pennzoil Products Co • Texas
Contract Type FiledAugust 14th, 1998 Company Jurisdiction
March 5, 2002 Mr. James L. Pate Chairman of the Board Pennzoil-Quaker State Company P. O. Box 2967 Houston, Texas 77252-2967 Dear Jim: In order to take advantage of your substantial expertise, we propose the following Agreement to be effective as of...Pennzoil Quaker State Co • May 13th, 2002 • Wholesale-petroleum & petroleum products (no bulk stations)
Company FiledMay 13th, 2002 Industry
DATE)Pennzoil Quaker State Co • March 20th, 2001 • Wholesale-petroleum & petroleum products (no bulk stations)
Company FiledMarch 20th, 2001 Industry
WITNESSETH:Severance Agreement • March 13th, 2002 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Contract Type FiledMarch 13th, 2002 Company Industry Jurisdiction
1 EXHIBIT 10.5 CRUDE OIL SUPPLY AGREEMENT This Agreement, dated September 1, 1998, is entered into by and among Pennzoil Exploration and Production Company, a Delaware corporation ("E&P"), Pennzoil Company, a Delaware Corporation, and Pennzoil...Crude Oil Supply Agreement • December 1st, 1998 • Pennzoil Quaker State Co • Petroleum refining • Texas
Contract Type FiledDecember 1st, 1998 Company Industry Jurisdiction
SECOND AMENDMENT TO PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES TRUST AGREEMENT by and between PENNZOIL COMPANY and MELLON BANK, N.A.Pennzoil Quaker State Co • December 29th, 1998 • Petroleum refining
Company FiledDecember 29th, 1998 Industry
1 EXHIBIT 10.2 TAX SEPARATION AGREEMENT This agreement ("Agreement") is entered by and between Green and Downstream to be effective as of the date of the Distribution referred to in the recitals below (the "Effective Date"). Other capitalized terms...Tax Separation Agreement • August 14th, 1998 • Pennzoil Products Co • Delaware
Contract Type FiledAugust 14th, 1998 Company Jurisdiction
March 5, 2002 Mr. James J. Postl President and Chief Executive Officer Pennzoil-Quaker State Company P. O. Box 2967 Houston, Texas 77252-2967 Dear Jim: In order to take advantage of your substantial expertise, we propose the following Agreement to be...Pennzoil Quaker State Co • May 13th, 2002 • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Company FiledMay 13th, 2002 Industry Jurisdiction
May 4, 2000 Mr. James L. Pate Chairman and CEO Pennzoil-Quaker State Company P. O. Box 2967 Houston, Texas 77252-2967 Dear Jim: We propose the following Agreement to be effective as of May 4, 2000, for the three years commencing January 1, 2001, which...Pennzoil Quaker State Co • March 20th, 2001 • Wholesale-petroleum & petroleum products (no bulk stations)
Company FiledMarch 20th, 2001 Industry
WITNESSETH:Deferred Compensation Agreement • March 20th, 2001 • Pennzoil Quaker State Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Contract Type FiledMarch 20th, 2001 Company Industry Jurisdiction