________________________________________________________________________
AMENDMENT NO. 1 AND SUPPLEMENT
to
STOCK PURCHASE AND SHAREHOLDER AGREEMENT
dated as of January 15, 1997
By and Between
TOSCO CORPORATION
and
UNION OIL COMPANY OF CALIFORNIA
____________________________
March 31, 1997
____________________________
________________________________________________________________________
AMENDMENT NO. 1 AND SUPPLEMENT
to
STOCK PURCHASE AND SHAREHOLDER AGREEMENT
THIS AMENDMENT NO. 1 and SUPPLEMENT (this "Amendment") to STOCK PURCHASE
AND SHAREHOLDER AGREEMENT is made as of the 31st day of March, 1997, between
UNION OIL COMPANY OF CALIFORNIA, a California corporation ("Union"), and TOSCO
CORPORATION, a Nevada corporation ("Tosco").
RECITALS
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WHEREAS, Union and Tosco have entered into that certain Stock Purchase
and Shareholder Agreement dated January 15, 1997 (the "Agreement") (capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Agreement), and
WHEREAS, the parties wish to amend the Agreement in certain
particulars and to supplement the terms thereof to provide for repurchase by
Tosco of the shares of Common Stock rather than registration and sale thereof,
all as more fully set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Market Price, Number of Shares, Etc.
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(a) For purposes of the Agreement, "Market Price" shall be $28.1625
per share, the total number of shares of Common Stock to be delivered pursuant
to the Agreement shall be 14,092,482 shares (the "Shares"), and the "Market
Value" of the Shares is $396,879,524.33.
2. Tosco Registration. Tosco has informed Union that it intends to
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register under the Securities Act and sell for its own account in an
underwritten public offering on or about
May 1, 1997 approximately $700,000,000 in aggregate offering price of its
common stock (such registration and sale being herein called the
"Underwriting"). Tosco agrees to use its reasonable efforts to complete the
Underwriting on or before May 1, 1997. In consideration thereof and the
agreements of Tosco set forth in Section 3 below, Union waives the right to
include any of Shares in the Underwriting, and agrees that it will not exercise
its right under the Agreement to demand registration under the Securities Act
until May 2, 1997. In addition, if the Underwriting is to be completed and
either (x) Union has advised Tosco that it will exercise its right not to sell
shares pursuant to the last sentence of Section 3, or (y) the Underwriting will
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be for at least 15,000,000 shares of Tosco common stock, then Union will enter
into an appropriate form of standard lock-up agreement with the managing
underwriters effective as of the date of the Underwriting and continuing until
October 1, 1997 (or such earlier date as the managing underwriters shall agree).
3. Repurchase of Shares.
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If the Underwriting is consummated, and subject to the conditions set
forth in the last sentence of this Section 3, Tosco agrees to repurchase from
Unocal and Unocal agrees to sell to Tosco, Shares of Common Stock as follows:
(a) 1,750,000 Shares at a price per share equal to the Market
Price less the full underwriting commission per share in the
Underwriting; and
(b) The balance of the Shares, up to a total number of Shares
repurchased equal to 75% of the number of shares of common stock
included in the Underwriting, at a net price per Share to Union equal
to the price per share to the public in the Underwriting less one-half
(1/2) of the underwriting commission per share in the Underwriting.
Settlement of the repurchase of Shares shall be made on the Business
Day next following the settlement of the sale in the Underwriting. The
selection of the underwriting group, the number of shares of its common stock
sold, and the offering price shall be in the sole discretion of Tosco.
Notwithstanding the foregoing, Unocal shall not be required to sell Shares
pursuant to clause (b) above if the price per share to the public is less than
$23.94, and Tosco shall not be required to repurchase Shares pursuant to clause
(b) above unless Union elects to sell the largest number of whole Shares that
are eligible to be repurchased under said clause (b).
4. Agreement. This Amendment represents the entire agreement of the
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parties with respect to the subject matter hereof, and except as amended and
supplemented by this Amendment, the Agreement shall continue in full force and
effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
UNION OIL COMPANY OF CALIFORNIA
a California corporation
By /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Vice President, Tax
TOSCO CORPORATION
a Nevada corporation
By /s/ Xxxxxx XxXxxxx, III
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Xxxxxx XxXxxxx III
Senior Vice President
and General Counsel
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