ContractEmployment Agreement • March 21st, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Christopher Havens (“Executive”) and Ultramar Diamond Shamrock Corporation, a Delaware corporation (the “Company”), hereby enter into this First Amendment to the Employment Agreement between Executive and the Company, dated as of November 27, 1996, and effective as of December 3, 1996 (the “Agreement”). WHEREAS, the Executive serves as Executive Vice President, Marketing and Retail Operations, of the Company; and WHEREAS, the Executive and the Company entered into the Agreement as of the date stated above; and WHEREAS, Section 12.8 of the Agreement provides that it may be amended only by an instrument in writing approved by the Company and signed by the Executive and the Company; and WHEREAS, the Company considers it in the best interests of its stockholders to foster the continuous employment of certain key management personnel; and WHEREAS, the Company wishes to amend the Agreement to add certain provisions approved by the Compensation Commit
ContractEmployment Agreement • March 21st, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 1, 2000 (the “Effective Date”), but effective as provided herein, is made and entered into by and between Ultramar Diamond Shamrock Corporation, a Delaware corporation (the “Company”), and Robert S. Shapard (the “Executive”). WHEREAS, the Executive is serving as Executive Vice President and Chief Financial Officer of the Company; and WHEREAS, the Company considers it in the best interests of its stockholders to foster the continued employment of certain key management personnel; and WHEREAS, the Company recognizes that, as is the case for most publicly held companies, the possibility of a Change in Control (as defined herein) exists; and WHEREAS, the Company wishes to assure itself of both present and future continuation of management in the event of a Change in Control; and WHEREAS, the Company wishes to continue to employ the Executive and the Executive is willing to continue to render services, bo
Contract62 Stock Purchase Agreement • March 21st, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EXHIBIT 10.62 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of February 7, 2001, is by and among Ultramar Diamond Shamrock Corporation a Delaware corporation (“Buyer”) and TotalFinaElf, S.A., a French corporation and Total Finance, S.A., a French corporation (collectively, the “Seller”). RECITALS: A. Seller acquired shares of Buyer’s common stock, par value $0.01 (the “Common Stock”) in 1997 pursuant to Buyer’s acquisition by merger of Total Petroleum (North American) Ltd. B. The Board of Directors of Buyer is expected to approve a share buyback program, under which Buyer plans to repurchase up to $850 million worth of Common Stock (the “Share Repurchase”). C. As part of the Share Repurchase, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, 7,050,109 shares (the “Shares”) of Common Stock, upon the terms and conditions set forth in this Agreement. AGREEMENT: In consideration of the mutual agreements set forth in this Agre
ContractBridge Loan Agreement • March 21st, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
EXHIBIT 10.61 $750,000,000 BRIDGE LOAN AGREEMENT dated as of February 7, 2001 among Ultramar Diamond Shamrock Corporation The Banks Party Hereto The Chase Manhattan Bank, as Administrative Agent and Bank of America, N.A., as Syndication Agent J.P. Morgan, a Division of Chase Securities Inc. and Banc of America Securities LLC, Co-Lead Arrangers and Co-Bookrunners
ContractUltramar Diamond Shamrock Corp • March 21st, 2001 • Petroleum refining
EXHIBIT 10.60 February 8, 2001 Ultramar Diamond Shamrock Corporation 6000 N. Loop 1604 W. San Antonio, TX 78249 Attention: Steve Blank, Vice President and Treasurer Dear Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of November 1, 1996, as amended and supplemented from time to time (the “Agreement”), between Morgan Guaranty Trust Company of New York, London Branch (“Seller”) and Ultramar Diamond Shamrock Corporation, a Delaware corporation (“Purchaser”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. ARTICLE 1 PURCHASE OF THE STOCK Section 1.01. Purchase o
ContractEmployment Agreement • March 21st, 2001 • Ultramar Diamond Shamrock Corp • Petroleum refining
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT William R. Klesse (“Executive”) and Ultramar Diamond Shamrock Corporation, a Delaware corporation (the “Company”), hereby enter into this Second Amendment to Employment Agreement between Executive and the Company and dated October 23, 1996, and effective as of December 3, 1996 (the “Employment Agreement”), as amended. WHEREAS the Executive and the Company entered into the Employment Agreement as of the date stated above; and WHEREAS Section 12.8 of the Employment Agreement provides that it may be amended only by an instrument in writing approved by the Company and signed by the Executive and the Company; and WHEREAS the Company and Executive wish to amend the Employment Agreement to add certain provisions approved by the Compensation Committee of the Board of Directors of the Company effective as of September 6, 2000. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and in the Employment Agreement, it is a
