NS » Topics » 2.2 Permitted Exceptions .

This excerpt taken from the NS 8-K filed Apr 5, 2006.
2.2          Permitted Exceptions.   Notwithstanding any provision of Section 2.1, a Valero Energy Entity may pursue an opportunity to purchase or invest in, and may ultimately purchase, own and/or operate, a Restricted Business under any of the following circumstances:

 

 

 

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(a)

Any business retained by a Valero Energy Entity at the Closing;

 

(b)

Any business with a fair market value (as determined by the board of directors of Valero Energy in good faith) of less than $10 million;

 

(c)

Any business acquired by a Valero Energy Entity that constitutes less than 50% of the fair market value (as determined by a nationally recognized independent financial advisor) of a larger acquisition by such Valero Energy Entity; provided the MLP has been offered and declined (with the concurrence of a majority of the members of the Conflicts Committee) the opportunity to purchase such business in accordance with the procedures set forth in Section 2.3; or

 

(d)

Any logistics assets newly constructed by a Valero Energy Entity that the MLP has not elected to purchase pursuant to Section 4.1.

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