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Agreement and Plan of Merger

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Title:

Agreement and Plan of Merger

Entities:

Kaneb Services LLC

Date:

2004

Size:

192KB total

Price:

$42

ID:

#829845

► Plans ► Agreements ► Agreements & Plans of Merger
► Energy ► Oil & Gas Operations

Start of Preview

AGREEMENT AND PLAN OF MERGER

DATED AS OF OCTOBER 31, 2004

BY AND AMONG

VALERO L.P.

RIVERWALK LOGISTICS, L.P.

VALERO GP, LLC

VLI SUB A LLC

AND

KANEB SERVICES LLC

TABLE OF CONTENTS

ARTICLE I	CERTAIN DEFINITIONS

ARTICLE II	THE MERGER

2.1	The Merger

2.2	Effective Time of the Merger

2.3	Effects of the Merger

2.4	Closing

2.5	LLC Agreement

2.6	Directors and Officers

2.7	Alternative Transaction Structures

ARTICLE III	CONVERSION OF SECURITIES

3.1	Effect of the Merger on Equity Securities

3.2	KSL Stock Options; Other KSL Equity Awards

3.3	Exchange Fund

3.4	Exchange Procedures

3.5	No Further Ownership Rights in KSL Common Shares

3.6	Termination of Exchange Fund

3.7	No Liability

3.8	Investment of the Exchange Fund

3.9	Lost Certificates

3.10	Withholding Rights

3.11	Further Assurances

3.12	Stock Transfer Books

ARTICLE IV	REPRESENTATIONS AND WARRANTIES

4.1	Representations and Warranties of KSL

4.2	Representations and Warranties of VLI

ARTICLE V	COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1	Covenants of KSL

5.2	Covenants of VLI

5.3	Governmental Filings

5.4	Control of Other Partys Business

ARTICLE VI	ADDITIONAL AGREEMENTS

6.1	Preparation of Proxy Statement; Shareholders Meetings

6.2	Access to Information

6.3	Reasonable Best Efforts

6.4	Acquisition Proposals

6.5	Fees and Expenses

6.6	Directors and Officers Indemnification and Insurance

6.7	Employee Benefits

6.8	Public Announcements

6.9	KSL Rights Agreement

6.10	Section 16 Matters

6.11	Accountants Letter

6.12	Tax Matters

6.13	Other Payments

ARTICLE VII	CONDITIONS PRECEDENT

7.1	Conditions to Each Partys Obligation to Effect the KSL Merger

7.2	Additional Conditions to Obligations of VLI

7.3	Additional Conditions to Obligations of KSL

ARTICLE VIII		TERMINATION AND AMENDMENT

8.1	Termination

8.2	Effect of Termination

8.3	Amendment

8.4	Extension; Waiver

ARTICLE IX	GENERAL PROVISIONS

9.1	Non-Survival of Representations, Warranties and Agreements

9.2	Notices

9.3	Interpretation

9.4	Counterparts

9.5	Entire Agreement; No Third Party Beneficiaries

9.6	Governing Law

9.7	Severability

9.8	Assignment

9.9	Submission to Jurisdiction; Waivers

9.10