EXHIBIT 2.7
SALE AND PURCHASE AGREEMENT
FOR
EXXON CALIFORNIA REFINING AND MARKETING ASSETS
BETWEEN
EXXON MOBIL CORPORATION AND
VALERO REFINING COMPANY-CALIFORNIA
MARCH 2, 2000
SALE AND PURCHASE AGREEMENT
FOR EXXON CALIFORNIA REFINING AND MARKETING ASSETS
THIS SALE AND PURCHASE AGREEMENT FOR EXXON CALIFORNIA REFINING AND
MARKETING ASSETS (the "Agreement"), is made and entered into as of the 2nd day of March , 2000 (the
"Effective Date"), between EXXON MOBIL CORPORATION, a New Jersey corporation, having a principal
place of business in Irving, Texas ("Seller"), and VALERO REFINING COMPANY-CALIFORNIA, a
Delaware Corporation, having a principal place of business in San Antonio, Texas ("Purchaser").
PRELIMINARY STATEMENT
Seller owns a Refinery in Benicia, California (the "Refinery") on which Seller conducts refining and other business
activities and operations.
Seller also owns a truck terminal adjacent to the Refinery, with related buildings, racks, aboveground and below
ground storage tanks, aboveground and underground piping, fixtures and related on and off-site facilities,
appurtenances and other assets (the "Terminal").
Seller also owns or leases retail assets in California at which Exxon-branded fuel products are marketed to retail
customers (the "California Retail Assets").
Under the terms of consent decrees entered into with the U.S. Federal Trade Commission ("FTC") and State of
California on November 30, 1999 in connection with the merger of Exxon Corporation and Mobil Corporation
(collectively, the "Consent Decrees" and individually the "FTC Consent Decree" and the "California Consent
Decree," respectively), Seller has agreed to divest the Refinery, the Terminal, and the California Retail Assets
(collectively, as defined in the Consent Decrees and as more particularly described herein, the "Exxon California
Refining and Marketing Assets"). The Exxon California Refining and Marketing Assets and certain related assets
are specifically defined in Article II and, as so