In Re: Methyl Tertiary Butyl Ether ("MTBE") Products Liability Litigation

Filing 4373

DECLARATION of Molly McGinley Han in Opposition re: (243 in 1:14-cv-06228-SAS) MOTION to Dismiss for Lack of Jurisdiction and Failure to State a Claim.. Document filed by The Commonwealth of Pennsylvania. Filed In Associated Cases: 1:00-cv-01898-SAS-DCF, 1:14-cv-06228-SAS(Axline, Michael)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
IN RE METHYL TERTIARY BUTYL ETHER
("MTBE") PRODUCTS LIABILITY
LITIGATION

Master File No. 1:00-1898
MDL 1358 (SAS)

This document relates to:
Commonwealth ofPennsylvania, et al. v. Exxon
Mobil Corporation, et al.,
Case No. 1:14-cv-06228 SAS

DECLARATION OF MOLLY MCGINLEY HAN IN SUPPORT OF
PLAINTIFF COMMONWEALTH OF PENNSYLVANIA'S OPPOSITION
TO LUKOIL AMERICAS CORPORATION'S MOTION TO DISMISS

REDACTED

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
IN RE METHYL TERTIARY BUTYL ETHER
("MTBE") PRODUCTS LIABILITY
LITIGATION

Master File No. I :00-1898
MDL 1358 (SAS)

This document relates to:

Commonwealth ofPennsylvania, et al. v. Exxon
Mobil Corporation, et al.,
Case No. 1:14-cv-06228 SAS

DECLARATION OF MOLLY MCGINLEY HAN IN SUPPORT OF
PLAINTIFF COMMONWEALTH OF PENNSYLVANIA'S OPPOSITION
TO LUKOIL AMERICAS CORPORATION'S MOTION TO DISMISS

I, Molly McGinley Han, declare:
1.

I am an active member of the State Bar of California and an attorney at

Miller & Axline, counsel ofrecord for The Commonwealth of Pennsylvania. I have been
involved in the discovery and pretrial proceedings in this action. I make this declaration
based on my personal knowledge and, if called as a witness, I could testify competently
thereto.
2.

Consistent with this Court's rules, the attached exhibits are relevant

excerpts of documents, but the full document of each exhibit attached to the Declaration
is available and can be provided at the Court's request. In compliance with the Court's
rules, the exhibits are limited to no more than 15 pages per exhibit, however, because the
Plaintiff is required to show a prima facie case in response to LAC's motion and because
LAC has suggested it is entitled to an evidentiary hearing to rebut the Commonwealth's
evidence, some exhibits include excerpts of multiple documents in an effort to provide
the Court with a more thorough understanding of the relationship between LAC and
GPMI. In other filings in this MDL where factual proofs have been required, it has been
the practice of both plaintiff and defendant parties alike to combine excerpts of multiple
documents into single exhibits in order to provide a more complete understanding of the
facts.
3.

Attached hereto as Exhibit 1 are true and correct copies of excerpts of:

(1-a) "Lukoil Americas Corporation's Master Amended Answer and Affirmative
Defenses" in In re MTBE: Albertson Water Dist. v. Amerada Hess Corp., MDL No. 1358,
Doc. #1854 (5/29/08); and (1-b) "Defendant Lukoil Americas Corporation's Second
Amended Master Answer and Affirmative Defendants, and Cross-Claims," in In re

1

MTBE: New Jersey Dept. ofEnvt. Prot. v. Atlantic Richfield Company, MDL No. 1358,
Doc. #133 filed in No. 08-CV-312 (2/28/11).
4.

Attached hereto as Exhibit 2 are true and correct copies of: (2-a) Excerpts

from the "Confidential Information Memorandum" regarding Lukoil and GPMI
Revolving Credit Facility and Term Loan Facility (Aug., 2005); and (2-b) [Filed Under
Seal] Excerpts from the "Credit Agreement" & "Guarantee & Collateral Agreement"
among LAC, GPMI, et al. (5/19/04). 1
5.

Attached as Exhibit 3 are true and correct copies of: (3-a) Excerpts from

LAC's Response No. 7 to Plaintiffs First Set of Special Interrogatories; and (3-b) Getty
Properties Corp.'s CMO 119 "Release Site" Identification.
6.

Attached hereto as Exhibit 4 are true and correct copies of: (4-a) the

"Unanimous Written Consent of Directors of Lukoil Americas Corporation" (2/06/03);
(4-b) Excerpts from the "Lukoil Pennsylvania Offering 2008"; and (4-c) Excerpts from
the Lukoil "Southern Book".
7.

Attached hereto as Exhibit 5 are true and correct copies of: (5-a) In re

GPMI: Adversary Proceeding, No. 11-02941-scc, 5/28/13 Transcript of the testimony of
Mr. VadimGluzman; and (5-b) In re GPMI: Adversary Proceeding, No. 11-02941-scc,
6/10/13 Transcript of the testimony of Semyon Logovinsky.
8.

Attached hereto as Exhibit 6 are true and correct copies of: (6-a) Excerpts

from the "Offer to Purchase" GPMI; (6-b) Excerpts from the "Unanimous Written

Plaintiff disputes the characterization ofLAC's designation of this document as
"confidential" and further disputes each of the documents LAC has designated as
"confidential" which is attached to this Declaration. Some documents attached hereto are
marked "confidential" but LAC has since removed that designation. If LAC has not
removed the "confidential" designation on the document, it is noted herein and is being
lodged with the Court under seal per the 2004 Revised Confidentiality Agreement.
2

Consent in Lieu of Special Meeting of the Board of Directors of Lukoil Americas
Corporation" (10/30/00); and (6-c) Form 15 filed with the Securities and Exchange
Commission, changing GPMI designation from a public company to a private company
(1/25/01).
9.

Attached hereto as Exhibit 7 are true and correct copies of: (7-a) [Filed

Under Seal] LAC Board Minutes transferring GPMI stock to LNA (11/13/09) and LNA
Board Minutes transferring GPMI stock to LAC (11/27/09); and (7-b) Excerpts from a
document identifying the officers and directors of LAC, GPMI and LNA (11/09/09).
10.

Attached hereto as Exhibit 8 are true and correct copies of: (8-a) a

facsimile letter from Lukoil Americas to Pennsylvania Governor Rendell (2/15/1 O); (8-b)
[Filed Under Seal] Lukoil Americas Corporation Unanimous Written Consent (6/20/06);
and (8-c) GPMI Throughput Agreement with Sunoco.
11.

Attached hereto as Exhibit 9 are true and correct copy of: (9-a) [Filed

Under Seal] Excerpts of the Stock and Purchase Agreement between LAC and
Cambridge Holdings; and (9-b) 1/14/09 E-mail from M. Hantman to S. Nekrasov.
12.

Attached hereto as Exhibit 10 are true and correct copies of: (10-a) OAO

Lukoil Board Minutes (JX-183-T) (3/26/09); (10-b) Letter Opinion from HoulihanLokey
(11/13/09); (10-c) 9/30/09 "Lukoil Americas Corporation Restructuring Plan"; (10-d) In

re GPMI: Adversary Proceeding, No. 11-02941-scc, 6/05/13 Transcript of testimony of
D. Driscoll; and (10-e) 1111/11 E-mail from M. Hantman to V. Gluzman.
13.

Attached hereto as Exhibit 11 are true and correct copies of: (11-a)

8/31/07 E-mail string between A. Pozdnyakov (GPMI) and K. Gotsmy (Lukoil),
discussing the review and edits of''unanimous consents" of Lukoil and GPMI; (11-b)

3

12/28/05 E-mail from A. Pozdnyakov to L. Adams; and (11-c) 4/11105 E-mail from A.
Pozdnyakov to 0. Klemenchukova.
14.

Attached hereto as Exhibit 12 are true and correct copies of: 12(a) the

4/11/11 Transcript of the testimony of Mr. Vadim Gluzman before the American
Arbitration Assn. in the matter of GPMI v. Bionol Clearfield LLC; (12-b) In re GPMI:

Adversary Proceeding, No. 11-02941, 6/06/13 Transcript of testimony of L. Ryan; and
(12-c) In re GPMI: Adversary Proceeding, No. 11-02941, 5/30/13 Transcript of
testimony of S. Gatto.
15.

Attached hereto as Exhibit 13 are true and correct copies of: (13-a) [Filed

Under Seal] Excerpts of the 11/13/09 Purchase and Sale Agreement between GPMI and
LNA; and (13-b) [Filed Under Seal] Excerpts of the 11/16/09 Services Agreement
between GPMI and LNA.
16.

Attached hereto as Exhibit 14 are true and correct copies of: (14-a) [Filed

Under Seal] Excerpts of LAC Twenty-year Financial Projection (12/17/07); (14-b) [Filed
Under Seal] LAC Proforma Consolidated Balance Sheets as of June 30, 2007; and (14-c)
an 1/06/09 e-mail from C. Gaites to A. Polynkoav with attachments.
17.

Attached hereto as Exhibit 15 are true and correct copies of: (15) Excerpts

of two letters from T. Knets of Chartis to M. Lewis (both dated 7/15/2011).
I declare under penalty of perjury that the foregoing is true and correct.
Executed this 5th day of February, 2016, at Sacramento, California.

4

·EXHIBIT 1

EXHIBIT 1-a

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. 20018572

Master File No. 1:00-1898
MDL 1358 (SAS)

Albertson Water District v. Amerada Hess Corp., et al (07-CV-2406)
City of Glen Cove Water District v. Amerada Hess Corp., et al (07-CV-2403)
City of Greenlt:fWn Water District v. Amerada Hess Corp., et al (07-CV-2407)
Town ofHuntington/Dix Hills v. Amerada Hess Corp., et al (07-CV-2405)

DEFENDANT LUKOIL AMERICAS CORPORATION'S
MASTER ANSWER AND AFFIRMATIVE DEFENSES
Pursuant to the Master .Answer agreement among the parties, CMO #6 and the
Court's instructions during the January 13, 2005 status conference, LUKOIL Americas
Corporation ("LAC") answers the complaints in MDL 1358 cases for which an answer is
presently required, and in which it has been properly named and served, as follows:
ADMISSIONS AND STATEMENTS REGARDING SELECT ALLEGATIONS
A. ·

Basic Defendant Information
LAC is a Delaware corporation incorporated on October 19, 2000.. LAC

maintains a principal place of business in East Meadow, New York.

LAC has never

manufactured pure or neat MTBE, nor has LAC produced MTBE gasoline for sale in the United
· States. Getty Petroleum Marketing Inc. ("GPMI") is a wholly owned subsidiary of LAC. LAC
is a wholly owned subsidiary of LUKOIL Oil Company, a foreign corporation.
B.

...

May29 2008
11:26AM

This document refers to:

I.

-

:--.~.S:ER.~'v.

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORI(
In Re: Methyl Tertiary Butyl Ether ("MTBE")
Products Liability Litigation

,._

-

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Sale or Distribution of Gasoluie with ·MTBE or TBA to States in Question
Since October, 2000, LAC admits that, for certain periods during an individual

year, LAC, by and through its wholly owned subsidiary, GPMI, purchased and distributed

gasoline containing MfBE in the following states (in which one or more plaintiffs have pending
cases in MDL 1358 requiring an answer at the present time): New York. Prior to January 18,
2005, GPMI did not manufacture or refine gasoline containing MTBE for delivery to these
states.

C.

Allegations Regarding Production of MTBE or TBA
At no time since beginning operations in October, 2000 did LAC manufacture

MTBEorTBA.

D.

Allegations Regarding Properties and Behavior ofMTBE
LAC denies knowledge or information sufficient to form a belief regarding the

properties and behavior ofMTBE except LAC admits, upon information and belief, that MTBE
is an aliphatic ether that does not occur naturally, that there are various methods for the
production ofMTBE and that one method of production is from methanol and isobutylene,
LAC further admits, upon information and belief, that solubility and mobility are
relative properties and that while-MTBE and other ethers may be more soluble and mobile in
water than certain gasoline components, such as the BTEX compounds, they are less soluble and
mobile in water than other components sometimes blended into gasoline, such as ethanol. LAC
further admits, upon information and belief, that MTBE's behavior in the environment -- and its
behavior relative to BTEX -- is dependent on a variety of factors, including the nature or method
ofits release, the geological setting, and environmental and microbial factors.
Upon information and belief, LAC further admits that while under certain
conditions MTBE may biodegrade less readily than some other components of gasoline, MTBE
has been found to naturally attenuate and biodegrade in numerous ways.

2

. EXHIBIT 1-b ·

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
In Re: Methyl Tertiary Butyl Ether ("MTBE")
Products Liability Litigation

Master File No. 1:00 -1898
MDL 1358 (SAS)

This document refers to:
New Jersey Department ofEnvironmental Protection,
et al v. Atlantic Richfield Company, et al (08-CV-312)

DEFENDANT LUKOIL AMERICAS CORPORATION'S
SECOND AMENDED MASTER ANSWER
AND AFFIRMATIVE DEFENSES AND CROSS-CLAIMS
Pursuant to the Master Answer agreement among the parties, CMO #6 and the
Court's instructions during the January 13, 2005 status conference, LUKOIL Americas
Corporation ("LAC") answers the complaints in MDL 1358 cases for which an answer is
presently required, and in which it has been properly named and served, as follows:
I.

ADMISSIONS AND STATEMENTS REGARDING SELECT ALLEGATIONS
A.

· · Basic Defendant Information
LAC is a Delaware corporation incorporated on October 19, 2000.

maintains a principal place of business in East Meadow, New York.

LAC

LAC has never

manufactured pure .or neat MTBE, nor has LAC produced MTBE gasoline for sale in the United
States. Getty Petroleum Marketing Inc. ("GPMI") is a wholly owned· subsidiary of LAC. LAC
is a wholly owned subsidiary of LUKOIL Oil Company, a foreign corporation.
B.

Sale or Distribution of Gasoline with MTBE or TBA to States in Question
Since October, 2000, LAC admits that, for certain periods during an individual

year, LAC, by and through its wholly owned subsidiary, GPMI, purchased and distributed

gasoline containing MTBE in the following states (in which one or more plaintiffs have pending
cases in MDL 1358 requiring an answer at the present time): New York. Prior to January 18,
. 2005, GPMI did not manufacture or refine gasoline containing MTBE for delivery to these
states.

C.

Allegations Regarding Production ofMTBE or TBA
At no time since beginning operations in October, 2000 did LAC manufacture

MTBEorTBA.

D.

Allegations Regarding Properties and Behavior of MTBE
LAC denies knowledge or information sufficient to form a belief regarding the

properties and behavior of MTBE except LAC admits, upon information and belief, that MTBE
is an aliphatic ether. that does not occur naturally, that there are various methods for the
production ofMTBE and that one method of production is from methanol and isobutylene.
LAC further admits, upon information and belief, that solubility and mobility are
relative properties and that while MTBE and other ethers may be more soluble and mobile in
water than certain gasoline components, such as the BTEX compolinds, they are less soluble and
mobile in water than other components sometimes blended into gasoline, such as ethanol. LAC
further admits, upon information and belief, that MTBE's behavior in the environment -- and its
behavior relative to BTEX - is dependent on a variety of factors, including the nature or method
. of its release, the geological setting, and environmental and microbial factors.
Upon information and belief, LAC further admits that while under. certain
conditions MTBE may biodegrade less readily than some other components of gasoline, MTBE
has been found to naturally attenuate and biodegrade in numerous ways.

2

EXHIBIT 2

EXHIBIT 2-a

$220,000,000 Senior Unsecured Revolving Credit Facility ·
$255,000,000 Senior Unsecured Term Loan Facility

August2005

EXHIBIT

JX713
Adv, PfiK, No. 11-029'11 (SCC)

'ABN·AMRO
CREDIT AGf.llCOLE: GAQW.P·
Joint Lead Arranger & Bookrunner

Joint Lead Arranger & Bookrunner ·

SPECIAL NOTICE: This Confldentlal Information Memorandum may contain material non-public Information concerning the Company alts securities. By
accepting this Conndentlal Information Memorandum, the Recipient agrees to use any such Information In accordance wHh Its compllance pollcles, contractual
obllgat!ons and applicable law, Including federal and stale securities laws.

JX0713-0001
LAC 002440

CONFIDENTIAL

Getty Petroleum Marketing Inc.
LUKOIL Plaza
1500 Hempstead Turnpike
East Meadow, NY 11554

I Management

I

-~t•iilD.~-~~'111l!ilm
Vincent J. De Laurentis

President & Chief Operating Officer

+1 516 542~5100 I

[e-mail]

+1 516 832.-9440

Michael K Hantrrian

SVP & Chief Financial Officer

[phone]/

[e-mail]

[phone]

OAOLUKOIL
11 Sretensky Blvd.
Moscow, 101000
Russian Federation

09~ 927 45 54
[phone] /
[phone]

[e-mail]

[phone]/

[e-mail]

+7

Sergey Nekrasov

Head of Banking Relations and
Financial Markets

Nikita Orlov

Head of Long Term Finance

[phone]

LUKOIL Americas Corporation
LUKOIL Plaza
1500 Hempstead Turnpike
East Meadow, NY 11554

I

Management

• Primary contact

a;t· ~~Y2~ESrMENTBANK

- [APG] -

•

ABN·AMRO

·cREDIT.·AGRICO.LE- GAO.UP

CONFIDENTIAL

AG0040578

JX0713-0007
LAC 002446

CONFIDENTIAL

quarter ended March 31, 2005. Not incidentally, COP currently owns 12.6% of Lukoil's common shares
and has. announced its intention to further increase its shareholding over time.
Getty's Marketing Network
For the year ended December 31, 2004,
Getty generated revenues and EBITDA of
$2,695.4 milfion , and $73.6 million,
respeclively Oncludes approximately 7
months of performance data related to the
acquired Mobil stations). For the three
months ended March 31, 2005, Getty
generated revenues and EBITDA of
$894.5
million ' and
$10.9 million,
respectively.

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Volume Sold
Sinmllllans

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$~0.0 - - - - - - · - - - · · - - - - - - - $~0.0 ---~----g;:4------·-~---~j-~'

1999

• Re1all

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200.0

2001

2002

2103

1004

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($10.0)

199~

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1.

Exdudea inactive &ilea snd but h»sHll.

2.

Caresponds lo the twelve mo11/hs ended JsnulJY 31,

1.

•

~sponds·to fh&

1000

2001

~---------2001
2003
2004

!!!KOSCO

r Whohsnle

twslvemonlh.s MdadJs/X/sry31, 2000.

2. Retail unit EBITDA incJud& De/Nery &!Id Tsminal

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Unib'c~

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11nd LUKO/l.1101Yieo11~I

Strategy

Getty's business strategy employs a multi-pronged approach covering the enhancement of its existing
asset base as well as vertical expansion into related businesses. Specifically, Getty has been
modernizing the original Getty branded sites, installing canopies and credit card readers and upgrading
signs, lighting and pumps to make the stations more attraclive to customers. Getty Is also rebranding the
acquired Mobil stations to the Lukoil brand. lf,lm'f@i!lffiaiil1~ of all Getty-owned stations already carry
the Lukoil brand, anothe'r 25% will be rebranded in 2005, another 25% in 2006 and the remainder in
2007. The rebranding will be supported by a significant marketing and advertising campaign
(approximately $1 OMM per year) to be funded by Lukoil, which should increase brand awareness as a tier
one brand and position Lukoil gasoline as a non-Middle Eastern gasoline alternative. Getty has the
license to use the Mobil brand until 201 O.

a;t· (:Al-YON..
-

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COl'(P,O:Ri!ri.TE AND 1N.V:l!Sl'MENT BANK

• [APG] -

•

ABN·AMRO

·CREDIT· A.GRlCOLE: GROUP

CONFIDENTIAL

AG0040588

JX0713-0017
LAC 002456

CONFIDENTIAL

Rebranding also serves the purpose of reducing costs as this would progressively eliminate (i) the need
to pay Mobil royalty fees and (ii) the obligation to purchase 75% of Getty's Mobil:branded volume through
ConocoPhillips at Pratt's Barge Mean (vs. Platt's Barge Low). Getty estimates that the rebranding will
save between $0.0122 and $0.0238 per gallon of gasoline, approximating 12.5% of Getty's 2004 retail
margin per gallon).
Getty is also expanding Into the blending business, the process of creating U.S. specification grade
gasoline for sale on a wholesale basis. To this end, Lukoil procured a lease on 500,000 barrels of ·
storage and blending capacity at New York harbor in the first quarter of 2005 and plans to lease ·another
500,000 barrels of storage which will allow Getty to blend over 1.2 billion gallons per year of A-76 (a
gasoline blending component) with high octane additives to produce U.S. spec gasoline. Getty currently
purchases A-76 from the open market and lherefore expects the blending operations to save $0.0270 per
gallon, or roughly $30 million per year. Getty anticipates to eventually import and purchase A-76 from
Lukoil's refineries in Russia, Romania and Bulgaria.
Lukoil's broad U.S. strategy Is to develop this market as an alternative to selling its [production I refined
products] in the lower margin Russian market. Getty represents the first step in this effort. As Lukoil
increases its exports of refined product to the U.S., Getty will increasingly become the U.S. marketing anm
oi an International, vertically-integrated petroleum supply chain and will drive increasing volumes of
product through its network.

E.

Management

Getty and Lukoil America management have substantial experience in the ga_soline distribution business.
Vadim Gluzman, Director and CEO of Lukoil Amelicas, joined Lukoil in 1992. Vincent J. De Laurentis,
President and COO of Getty, has been with the Company since August 1997 and has over 11 years of
retail gasoline expelience including 8 years as regional general manager and VP at Sunoco. Michael K
Hantman, Senior Vice President and Chief Financial Officer, joined Getty in 1985 after a distinguished
accounting career at Arthur Young and Company (predecessor to Ernst and Young LLP).
Lukoll's management Is fully committed to playing a significant role In the management of Getty given Its
extensive expertence In the retail gasoline business and as part of its strategy to expand into the U.S.
Lukoil Is active in the decision making and strategic planning processes at Getty (such as the rebranding
campaign, modernization of existing sites and expansion into the blending and ·supply business).
Furthenmore, to date Lukoil has made over $50 million in capital contributions to Getty and plans for
additional contnbutions going forward.'

Please refer to Section IV, Company bveNiew, for select Management biographies.

Cl>e. ~ALVOl\il.
___...

.. .

CORP.ORAT.E.i&:ND 1NVESrMENT"BANK

- [APG] ·

•

ABN·AMRO

·c::REDJT.·AGRlCO.L.EGROUP

CONFIDENTIAL

AG0040589

JX0713-0018
LAC 002457

CONFIDENTIAL

Getty is strategically importanf to Lukoil, providing It with the abillty to help achieve its goal of increasing
exports of refined products and diversifying its revenue stream. Lukoirs expansion of its refining and
marketing business partially mitigates the higher inherent risks of the upstream segment while vertical
integration allows it to profit across the entke value chain. In addition, Lukoil's expansion into the U.S.
reduces the dependency on oil coming from the Middle East. As part of the acquisition of the Mobil
branded outlets, Lukoil provided a capital contribution of $50 million to help fund the acquisition and has
provided additional capltal contributions as part of the rebianding effort.
C.

Experienced Management Team·

Management has substantial experience in the gasoline distribution business.. Vadim Gluzman. Director
and CEO of Lukoil Americas, joined Lukoil in 1992. Vincent J. De Laurentis, President and COO of Getty,
has been with the Company since August 1997 and has over 11 years of retail gasoline experience
including 8 years as regional GM and VP of Sunoco. Michael K. Hantman, Senior Vice President and
Chief Financial Officer, joined Getty in 1985 after a distinguished accounting career at Arthur Young and
Company (predecessor to Ernst and Young LLP).
D.

Expected Cost Savings

Getty's expansion into the blending and supply business is expected to produce cost savings of $0.0270
per gallon (close to $30 million per year). In connection with the expansion, the Company has leased, as
of March 31, 2005, 509,000 barrels of terminal storage space in New Jersey under a five year operating
lease. Getty intends to increase its terminal storage capacity to approximately one million barrels as
space becomes available, which will allow Getty to blend over 1,200 million gallons per year of A-76, a
gasoline blending component.
·
As a result of rebranding the Mobil stations to Lukoil stations, Getty will be able to reduce Its costs due to
the lower brand license fees payable to Mobil and the_ reduction in its obligation to purchase Mobilbranded volume through ConocoPhillips. Without the obligation to pay royaHies for the Mobil brand, Getty
estimates cost savings of between S0.0122 and $0.0238 per gallon of gasoline. Getty also estimates a
$0.0025 per gallon reduction in the cost of product as it replaces purchases from ConocoPhillips.

cJ>tCALVON
. , . . _ 00~6AA'r'e:·A,Ni:;)'NVE:S::rM'ENT·B'ANf!;:

- [APG] -

cR~DITAGRJCOLt=i GRouP

CONFIDENTIAL

AG0040592

JX0713-0021
LAC 002460

Setty"

CONFIDENTIAL

Export of crude oil using Transneft
export routs

65,662

8,958

285,204

38,909

240,150

32,763

Export of crude oil b~]~assing Transneft

19,659

2,682

54, 161

7,389

39,342

5,367

Total crude all export

85,321

11,640

339,365

46,298

279,492

38,130

*Including own export of affiliates

Strategy
Following the acquisition by ConocoPhillips, the Board of Directors of Lukoil adopted a revised long-term
strategy for the period of2005-2014. Lukoil has a focused strategy of increasing its market capltalization,
unlike other oil majors which seek to reward their shareholders with large dividends and share
repurchases. Lukoil's main objectives are to:
Maintain its produclion growth rate above 5% per annum and further diversify its upstream portfolio
by developing several intemational produ~i_on centers;

Become Russia's second largest gas producer;
Increase reserves by maintaining an organic replacement ratio of around 130%;
Increase the marke.t share on its traditional downstream markets and leverage the Lukoil brand;
Optimize returns by developing export infrastructures and maXimizing export sales of crude oil and
refined products;
Improve the efficiency of Its operations and Investments by reducing costs and disposing of non-core
assets.
Lukoil's strategy dltferentiates Itself from its peers due to its downstream focus, aimed at bridging the gap
with the international oil majors in terms of market valuation. Unlike its competitors who are in the ·
process of restructuring or scaling down their downstream and petrochemicals businesses, Lukoil is
seeking to.expand its Refining & Marketing segment, which accounted for 37% of the group's total capltal
expenditures dming the first nine months of 2004, against approximately 25% on average inthe industry.
Expanding into the U.S. has also been a strategic objective of Lukoil, as it is the world's largest consumer
of petroleum products, accounting for 25% of global consumption or 20.5 million barrels per day. Lukoil
believes that the completion of the Vysotsk Export Terminal and the increased capacity of the Baltic
Pipeline System provide Lukoil with the abillty to further expand its exports of refined product to the U.S.
and Europe, which will result in significantly lower tlansport costs and annual costs savings of between
$40 million to $50 million. As a result of its purchase of Getty and acquisition of certain ConocoPhillips
gas stations, Lukoil owns a total of 2,035 stations in the U.S. as of January 1, 2005. Sales of Lukoil ·
petroleum products in the U.S. in 2004 reached a record level of 1.9 billion gallons (8.64 billion llters).
Revenue from sales (without excise) was $2.6 billion and net profit was $11.7 million.

C/>lCALVON
-

CORl'ioRA.TE i<\ND'.\NVES:lb\ENT'oArtK

• [APG] -

CRE'DITAGRICOLE GROUP

CONFIDENTIAL

AG0040608

JX0713-0037
LAC 002476

CONFIDENTIAL

The Company has assumed three month LIBOR rates to average as follows:
~

Second half 2005
2006
2007
2008
2009·and thereafter

Rate
3.75%
4.38%
5.00%
5.38%
5.50%

The Company's capital expenditure plan is as follows Qn mlllions):
2005
Business
Plan

2005
Proforma
Plan

$10.8

$15.5

9.7
1.9

Capital expenditures
Rebranding costs:
Mobil branded outlets
Getty branded outlets
Corporate jet

9.7
1.9
14.2

__
.o

~

Total

.MU

2006

2007

thereafter

$16.0 $16.5

$17.0

19.4
.0
_,Q

.o

_,Q

~ $359

filZ.J!

9.7
.0
__.Q

.0

The projection assumes an income tax provision of 41.825%.
The projection· assumes that the following distributions will be paid to the Company's parent, Lukoil
Americas Corporation ("LAC"), through the matulity of the term loan in 2010 Qn millions).
2"' half 2005
2006
2007
2008
2009
2010

<Jlt. ~R~¥2~ES;rME'Ni"~ANk

$3.5
7.5
8.2
8.7
23.1
11.1

- [APG] -

cRE!DITAGRJCOLE GROUP

CONFIDENTIAL

AG0040638

JX0713-0067
LAC 002506

· EXHIBIT 2--b

EXHIBIT 2-b

CONFIDENTIAL
DOCUMENT
FILED UNDER
SEAL

EXHIBIT 3
..

.

·. EXHIBIT 3.-a ·.

UNITED STATES .DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

Jn Re: Methyl Tertiary Butyl Ether ("MTBE'')
Products Liability Litigation

Master File No.1 :00 -1898
MDL 1358 (SAS)
M21-88

This Document Relates To:

Cominomvealth ofPe11i1sylva11ia, et al v.
ExxonMobil Corp., etal, No.1:14-CV-06228-SAS

DEFENDANT LUKOIL AMERICAS CORPORATION'S OBJECTIONS AND
RESPONSES TO PLAINTIFF COMMONWEALTH OF PENNSYLVANIA'S
FIRST SET OF SPECIAL. INTERROGATORIES TO DEFENDANTS
Defendant LUKOlLAmericas Corporation ("LAC") hereby .makes its objectio11s. and
responses to Plaintiff's First Set of Special Interrogatories to Defendants. LAC collectively
refers to those interrogatories, including all related definitions and instructions, as "the
. Interrogatories." LAC reserves the right to amend and/or supplement these objections and
responses, and to object (on any ground) to the use of these respol).Ses in any proceeding.

GENERAL OBJECTIONS
I.

LAC objects to the Interrogatories to the extent they purport to impose obligations

other than or in addition to those required under the Federal Rules of Civil Procedure, the Local
Civil Rtiles, or Orders of the Court.
2,

LAC objects to the Interrogatories because the allegations in Plaintiff's operative

complaint are inadequate to justify the compulsion of any discovery from LAC whatsoever: this
Court may not exercise personal jurisdiction over LAC~

purchased by an LAC officer :for use in that officer's car, even if travelling for business
purposes.
INTERROGATORY NO. 4:

State the last date that any eniity supplied YOU wiih MTBE GASOLINE SOLO in
PENNSYLVANIA.
RESPONSE:

None. See Response to Interrogatory No. 3.
INTERROGATORY NO. 5:

IDENTIFY each entity (including YOU, if applicable) that supplied YOU wiih MTBE
GASOLINE FOR SALE in PENNSYLVANIA.
RESi>ONSE:

None. See Response to Interrogatory No. 3.
INTERROGATORY NO. 6:

IDENTIFY each refinery (including YOU, if applicable) ihat supplied YOU wi!hMTBE
GASOLINE SOLD in PENNSYLVANIA.
RESPONSE:

None. See Responses to Inte1rngatoryNos. 1 and 3.
INTERROGATORY NO. 7:

IDENTIFY each PENNSYLVANIA gaSoline station that YOU owned, oper;tted, leased and/or
branded at any time since 1979 where MTBE has been detected in soil or groundwater.
SPECIFIC OBJECTION:

In add.ition to the genetal objections set out above, LAC specincally objects to this
lnterrogatory to the extent it requests irifonnation ihat it is not currently available in any
sort of existing compilation of data. Conducting a site-by-site assessment at ihis time
would be overly broad and/or unduly burdensome and oppressive to LAC. By way of
further response, the Case Management Order ihat the parties are currently negotiating
5

contemplates production of similar infonnation limited to readily available electronic
data. LAC fu1ther objects to this Interrogatory to the extent it seeks site-specific
infonnation at this time because the Court has not yet opened site-specific discoveiy:
RESPONSE:

Subject to and without waiving its objections, LAC is producinginfo1mation concerning
· current and foitner LNA sites in Pennsylvania. That infomiation was derived. from
searches of existing electronic databases in LAC's possession, custody, and control. The
infonnation in LA C's possession, custody, and control may not be comprehensive; for
example, it may notinclude: (1) MTBE detections occurring at a stationLNA eventually
acquired, but before LNAacquii'ed it; and (2) detections at certain sites that LNA has
sold. )3ased upon the search of readily available electronic databas.,;s within LAC's
possession, custody, arid control, the following is a list of current or former LNA sites for
which there is a record of MTBE detection:

6.

7

EXHIBIT 3-b

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
-------------------------------------------------~---------------~--- )(
) Master File No. I :00-1898
) MDL No. 1358 (SAS)
IN RE METHYL TERTIARY BUTYL ETHER
PRODUCTS LIABILITY LITIGATION
) . M21-88

·-.

----------------------------------------------------------------------- )

This document pertains to:

)

Commonwealth ofPennsylvania, et al. v.
,
Exxon Mobil Corp., et al., No. I: 14-CV-06228-SAS

---------------------------------------------------------------------

)
)
)
)(

DEFENDANT GETTY PROPERTIES CORP.'S
CASE MANAGEMENT ORDER NO. 119 "RELEASE SITE" IDENTIFICATION
Defendant, Getty Properties Corp. ("Getty Properties"), by and through its attorneys,
Rawle & Henderson LLP, and pursuant to the Federal Rules of Civil Procedure and Local Rules
of the Southern District of New York, hereby submits the following "Release Site"
identifications as required by Case Management Order No. 119.
Getty Properties' compliance in providing the below list of properties is not an admission
as to the cause or e)(istence, past or current, of MTBE at any of the sites listed, does not waive
any of Getty Properties' defenses and does not waive any of its claims against Getty Petroleum
Marketing, Inc., other parties or non-parties, as being liable for any or all alleged contamination
at any or all of the sites listed below. By way of further response, Getty Properties conducted a
good faith search to identify "release sites" and reserves the right to supplement or amend this
list as discovery continues. Without waiving any of said reservations, Getty Properties identifies
the following sites:

......

69497

RT 272 POPLAR STREET

ADAMSTOWN

PA

67227

3050 LEHIGH STREET

ALLENTOWN

PA

9000616

.,

\

69682

MAIN & S. IDGH STREETS

"ARENDTSVILLE

PA

01-11701

69688

45 E. HANOVER ST

BONNEAUVILLE

PA

99-1175

67243

596 LANCASTER A VE. &
PENN ST.

BRYN MAWR

PA

23-21984

67639

816 W. IDGH STREET

CARLISLE

PA

21-26025

69685

1070 TRINDLE ROAD

CARLISLE

PA

29-11695

67367

5300 SPRINGFIELD ROA!)

CLIFTON HGTS.

PA

67432

COOPERSBURG

PA

67636.
67433

ROUTE #309 & FAIRMOUNT
STREET
3730 CARLISLE RD

DOVER

PA

MAIN RT #611 & EAST ST.

DOYLESTOWN

PA

67599

2425 NO. MARKET ST

ELIZABETHTOWN

PA

67623

RT 116 & ORRTANNA ROAD

FAIRFIELD

PA

01-26-21

69419

200 NORTH 4TH STREET

HAMBURG

PA

06-41536

67627

103-121 CARLISLE ST
(MIDTOWN)

HANOVER

PA

67-26022

67647

918 YORK STREET

HANOVER

PA

67-26043

67269

427 WEST COUNTY LINE
ROAD

HATBORO

PA

69428

3596 EAST NEWPORT ROAD

INTERCOURSE

PA

69466

839 FERN AVENUE

KENHORST

PA

06-232710

67416

3796 OXFORD VALLEY RD

LEVITTOWN

PA

09-23892

67598

2300 MARKET ST

LINWOOD

PA

23-32133

69690

ROUTE16

MCCONNELLSBURG PA

29-11699

67642

4601 CARLISLE PIKE

MECHANICSBURG

21-26059

2
9000616

PA

67-26051

··...

.

67272

401 EAST BALTIMORE
AVENUE

MEDIA

PA

67654

911 EISENHOWER BLVD

MIDDLETON-·
HIGHSPIRE

PA

69504

312 WEST MAIN STREET

NEW HOLLAND

PA

69439

203 S. THIRD STREET

OXFORD

PA

15-32225

67617

3650 WILLIAM PENN HWY

PALMER
TOWNSHIP

PA

48-42322

67596

3471 LINCOLN HWY. EAST

PARADISE

PA

23-23939

67435

192 DURHAM RD.

PENNDEL

PA

97199

ROOSEVELT
BLVD.,MASCHER &

PHILADELPHIA

PA

51-23928

67265

5700 RIDGE AVE & SHURS

PHILADELPHIA

PA

51-23901

67276

7800 RIDGE AVE

PHILADELPHIA

PA

51-21991

67201

3103-03 WEST CLEARFIELD
STREET

PHILADELPHIA

PA

67409

8797 FRANKFORD AVE. &
MAGARGEE

PHILADELPHIA

PA

67266

8244-8256 LOWBER AVENUE

PHILADELPHIA

PA

67423

183 SOUTH WEST END
BOULEVARD

QUAKERTOWN

PA

69420

300 MORGANTOWN ROAD

READING

PA

06-22487

69672

1248 N. 9TH STREET

READING

PA

06-11544

67434

778 2ND STREET PIKE

RICHBORO

PA

09-23948

67398

1442 EASTON ROAD

ROSLYN'

PA

69676

SECOND STREET

SAINT CLAIR

PA

3
90-00616

22-26026

54-11546

... _,

4
9000616

67663

3031 MOUNT CARMEL AVE.

GLENSIDE

PA

46-09134

69426

1301 WESTBROADST.

BETHLEHEM

PA

39-22493

67638

50 NORTH MAIN STREET

GLEN ROCK

PA

67-26052

67437

301 EAST JOHNSON
IDGHWAY

NORRITON

PA

RAWLJ<i.·
_-.

Dated:

:2

~ /zo

J lp

~-

Attorneys for Defendant,
Getty Properties Corp.

5
9000616

/~.
··-

HENDERSON LLP

.

EXHIBIT 4 ·

'

EXHIBIT 4-a

EXHIBIT 4-a

CONFIDENTIAL ·
DOCUMENT
FILED UNDER
SEAL

EXHIBIT· 4-b

From:
sent:
To:
Subject:
Attachments:

Lou Maschi
Tuesday, August 19, 2008 12:23 PM
Sem Logovinsky
Project PA
LUK O I L OFFER IN GPA 2008.doc; PA Offertng spreadsheet.xis

sem,
Here is the offering we want to send Mr. LoPiccolo. If you are OK with it, I suggest we send it certified mail, Return
Receipt Requested.
Any questions, please call me on my cell. Dave and I are stepping out of the office.
Lou

EXHIBIT

JXB25
CONFIDENTIAL

Mv.Proc. Ho.11..():tff1 [SCC)

LUK0199752

JX0825-0001
LAC 001954

PRIVILEGED AND CONFIDENTIAL

PENNSYLVANIA
L U K 0 I L 0 F FE R I N G
• 89 PRIME RETAIL GASOLINE SITES
• FULLY RE-IMAGED IN 2006
• BRANDED LUKOIL
• MAJORITY OCCUPIED AND OPERATING
• ALL SITES LOCATED THROUGHOUT THE STATE
OF PENNSYLVANIA
THESE SITES CONSIST OF THE FOLLOWING PROPERTY TYPES:
•

61 FEE SIMPLE PROPERTIES
•

28 LEASED PROPERTIES

THE FACILITIES CONSIST OF THE FOLLOWING:

3 BAY FACILITIES

50 MARTS

3 MART/BAYS

15 BAY/SNACK SHOPS

2 MART/CAR WASH

2CARWASHES

1 SNACK SHOP/CAR WASH

9 C-STORES
2 C-STORESICAR WASH

2 SNACK SHOPS

TOTAL 2007 ANNUAL FUEL VOLUME:
•

100,944,940 GALLONS

2007 ANNUAL RENT INCOME:
•

$5,272,399

2007 ANNUAL RENT EXPENSE:
•

$2,585,190

2007 ANNUAL PROPERTY TAXES:

CONFIDENTIAL

LUK0199753

JX0825-0002
LAC 001955

PRIVILEGED AND CONFIDENTIAL
•

$1,185,296

Assets to be acquired: 100% of the assets in the offering including Eighty-Nine
(89) Lukoil Branded retail fuel stations, together with all real and personal
property associated therewith, free and clear of all claims, liens and other
encumbrances.
Purchase Price: Offer to be submitted by buyer on an "All Cash" deal with No
financing contingencies.
Due Diligence Period: Buyer shall have a period of Sixty (60) days within which
to review information or conduct additional due diligence.
Closing: Closing shall occur within Thirty (30) days after completion of Buyer's
due diligence.
Fuel Supply: Buyer shall enter into a marketing agreement and branding
agreement to continue Lukoil branded product supply for a period of 15-years at
a competitive Rack Pricing deal. Seller shall secure this position by recording a
deed restriction on each fee property for the supply of fuel for 15-years.
Environmental: To be determined by Seller and Buyer and included in the
Purchase Sale Agreement (PSA).
Letter Of Intent (LOil: Buyer is to submit a LOI to Seller within 10-days of receipt
of this offering indicating Buyer's intention to purchase for a listed purchase price.
Purchase Sale Agreement (PSA): Once purchase offer is made and accepted,
Seller and Buyer will enter into Purchase Sale Agreement 15-days after receipt of
LOI by Seller at which time Buyer must submit a 10% non-refundable cash
deposit.
Attachments: Excel spreadsheet of all sites that fall within the offering providing
site number, location, annual volume, rent income, rent expense, real est.ate
taxes, site value, underlying lease terms, sub-tenant lease terms.
The foregoing sets forth a basic outline of Seller's offer. Neither Seller nor Buyer
shall have any otiliga!ion to one another until such time as a comprehensive,
binding agreement for purchase and sale has been approved and executed by
·
both parties.

CONFIDENTIAL

LUK0199754

JX0825-0003
LAC 001956

EXHIBIT 4-c .

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F(ji;d1$-M2i'&it4(!

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JX07$$-0001
LAC 001780

......

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OONl'lOENTJAL

.LIJKo.7.llS~Q&

JX0756-00Q2
LAC 001781

EXHIBIT·5

EXHIBIT 5-a

Page 948
1
2

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

3

----~--------------------------------~-----------x
In Re:
Chapter 11
GETTY PETROLEUM
No. 11-15606 (SCC)
MARKETING, INC., et al.,
Debtors.
(Jointly. Administered)

4
5

6
7

8

9

-------------------------------------------------x

GETTY PETROLEUM
MARKETING, INC., et al.,
Plaintiffs,

vs.

10
11

12

c

13

14

15
16

LUKOIL AMERICAS
CORPORATION, LUKOIL NORTH
AMERICA LLC, OAO LUKOIL,
VINCENT DE LAURENTIS, VADIM
GLUZMAN, MICHAEL HANTMAN,
MICHAEL LEWIS and SIMON
LOGOVINSKY,
. Defendants.

------~------------------------------------------x

17

TRANSCRIPT OF PROCEEDINGS
New York, New York
May 28, 2013

18
19
20
21

· Adversary Proceeding
No. 11-02941 (SCC)

BEFORE:
The Hon. SHELLEY c. CHAPMAN
Bankruptcy Court Judge

22

.

23
24

c··

. 25

Reported by:
Bonnie Pruszynski, RMR
JOB NO. 61545

~

TSG Reporting- Worldwide

877-702-9580

.

Page 955

Page 956

0

Gluzman - Cross - Kirpala,ni

Glu:i:man - C:r:oss - Kirpalani

have -- we were selling Products from, from

through numerous exercises with Securities and

Pacific Northeast from our -- from California

Exchange Commission.

coast to Russia.

approvals, and we were -

And were you involved in Lukoil •a

Q

,

10:21

management of Gl'MI after Lukoil acquired the

A

Yes, absolutely.
And can you explain to the court your

company from Getty?

•
"

involvement there?

'"

~1

·At some point in of time, I was

10:21

introduced to Sam Logovinsky, and Sant knew Vince

12

OeLaurentis, so Sem introduced me to Vince

()

OeLaurentis, and then we started talking with
Vince first, and then Vince introduced me to
Liebowitz, and that's how we start negotiating.
Q

"

"

19

"

1

•

him to the president of the company.

"
"

10:21

"
"

99, 2000.

·And did you -- did, did Lukoil

Yes, yes.

"

believe late 2000.

Lukoil bought GPMI I

"

10:21

York Stock
" company.· It was a Newthat was theExchange that
company. That 11as -first time
" Russian. cbmpany had acquired a publicly traded
" company in the United States. We had to go
10:22
"
..._~~~~~~~~~~~~__.()

Page 957

"
"

ability, so Michael became a senior vice president
and chief financial officer.

Sem "Logovinsky

became a vice president and the head for sort of
new business opportunities.

Donna Baumgardner

And that waa pretty much it.

"

0

The only person didn't stay with the
company was an attorney who was very old, and he
pretty much re'tired, and we hired outside attorney
working for Getty.

c

10:23

Page 958
Gluzman - Cross - Ki:r:palani

So) we

lcncw, getting to know the management, getting to
know dealers.

The outside atto:r:ney that you hired,

you hired him as your gene:r:al counsel?

I personally took trips around the

whole operations, all 13 states·, and then I met
people in the region.

10:2,3

Yes.

I

met dealers, vendors.

Q

Is that Michael Lewis?

runnin9 around the country and meeting, meeting

No, no.

the

It was: another lady work;l,ng

peo~le.

for us for several years, and then she went

"
"

And then later on, I was trying to

somewhere else, so we needed another attorney and

10:23

link the operations of Getty into Luko.il 's

we hired Michael Lewis after that.
Q

And what about your role, sir?

What

distributor, so Getty didn't have any extra

0

Well, in the beginning, we looked· for

u.

the company -- we looked to the company, we were

l6

breaking it apart, in terms ot understanding
what's good, what's bad.

10:24

It was sort of

old-fashioned running company, by Liebowitr.

The

company didn't have computers and it was run by

2G

pen and pencil.

"
"
"
"

"

So we did a lot of work to sort

c

"

"
"
16
"
"
"
20

of modernize the cperations, technologically.

10:24

1\nd also, they had not as good supply

and pretty much we were, you

So, when LUkoil bec.iime

~n

owner of

Getty, I was try;l,ng to establish the link to bring 10:25.
Lukoil's crude to the United States.
Lukoil had 11 pretty sub!tantial
production in the northern part, northern Arctic,
so, the delivery from there to the East Coast of
the United stcites would JJe probably 30 percent of

10:26

So, it

was logistically feasiJJle to do that.
And I was trying to JJuy' refineries in
24

supply agreement from British Petroleum, so that
compa~y,

opportunities to work with any producing oil
company.

the lag from Middle East to United States.

as the supply I worked on, and I brought a new

helped the

10:25

production, as Getty was .just a jobber, just a

was your role at Gl'MI from inception?
A

"

10:25

So, it took me like half a year

A

"

10:23

c...__~~~~..;_~~~~---~~--'

didn 1 t :r:eally touch anyone,

A

10:22

I thought very highly about Michael's

!77-702-9jll0

Gluzman :... Cross - Kirpalani

Q

Michael Hantman was corporate
controller.

became a corporate ccntroller.

And GPMI was a pul:lliely held

TSO Rcporlin11· Woddw!d~

10:22

Vince DeLaurentis bad at that time probably over

Getty, writing gasoline stations, so I promoted

ultimately acituire GE'MI? ·
A

Well, I looked ~t the management, I

A

thought that the management was pretty good.

30 years of experience, working for Sunoco and

c:

And do you recall What year this was?

A
Q

10:22

Now, what was your plan fo:r: :senior

Q

Q

A

we successfully bought

the .company.

acquisition of GE'MI in any way?

.'

So, we got all the

10:24

the United States.

we had several negotiations.

(: .._'_'__•_•_di_dn_'t_•_n_•_•_•_b"u"yi.ng_t_h_•_r.ef•i•n•e•r•y-fo•r-•_•_•_•_r_•_l_ l•0•••2•6--'
0

0

PagO 559

0

Gluzman - cross - Kix-palani

c

Page 9ti0

Gluzman - Cross - Kirpalani
So, that was sort of the growing

reasons, but that's what I was trying to do in

.'

strategy within the company.

those years.
so, those years that you are

Q

Q

referring to, were you predominantly working for
GPMI, or were you w_orking for OJ'IO?

A

responsibility to look for new opportunities.

):he company, for the neltt couple, "three years.

"
"

"
u
"

.And so, w~re you responsible also fo:i: 10:26

12

Well, not really.

said, 30 years' experience.
Sem

~tarted

I think Sem had even

"

And

sO,

"

"

"

10!26

combined they had

~

I gave them. instructions.
that by having

~aqement

knew

"

in Getty PetroletlJI\,

Getty could buy another thousand, maybe even 1500
stations without adding any overhead.

"
"

ahead and get it done.

c

60 years of experience.

20

merger.

and Sem looked at the opportunity.

"
"
"
"

0

Vince had, like I

his own company and grew it to

a very big company.

"
"

10:27

So the goal

was -- the strategy was to go and get stations, to
go lease stations, without adding overhead.

22

Page 961
Gluzman - Cross - Kirpalani

corporate deals.

0

tr~saction

'

I worked on two big

'
10:29

,

ConocoPhillips became 20 percent·

10

Lu~oil

"
"

"

10:29

"

So, it took me

0

Can we just stay with ConocoPhillips

for a second,

~uat

because I want the record to be
10:29

clear.
Any connection at all between the

"
"
"

ConocoPhillips

ga.!I

station bul'liness and the

ConocoPhillips corporate. transaction you are
talJcing about?
A

transaction.

No.

I was working on the corporate

It's completely unrelated.

·happened to be pretty 111Uoh in tbs same time.

23

10:29

think ConocoPhillips' stations. acquisition in the

"

A

Yes.

Q

Okay.

It started in 2003.

10:28

So can you explain for the

Court what you were doing, what you were doing

I believe in September 2004.
Q

Okay.

And· so --

THE COURT:

So, I.'m confused.

So, on
10:30

ConocoPhillipa 11tations for GE'MI?
THE WITNESS:
I

Vincent• and Sem did

wasn't really doing that.

I

c

"
"
"
"
"

i::orporate deal from 2003, and we closed that deal, 10:29

Okay.

But at this -- at

10:30

THE COURT:

GPHI,

Okay.

But you just -- in

response to what Ml:". Kirpalani asked you,
you indicated that you worked· on a corp?rate 10: 30
deal for OAO Lukoil.
THE WITNESS:
'l'HE COURT:

Correct.
And

did OAO Lukoil

c.Ompensate you for that work?

THE WITNESS:

I was -- I was given

10:30

sort of option for -- stock option for the

I

united States was around 2004, and l work on the

THE COURT:

that time frame, who was your employer?
THE WITNESS:

It ju:st

22

·24

2008, at OAO Lukoil, and you were traveling a lot.
Do you recall that testimony?

was in Europe at' that tillle.

lB months to negotiate that deal.
Q

other roles from 2004, ?COS; all the way through

that deal.

put together a big production joint venture in
northern parts of Rus.sia.

1.0:28

Last week you. testified that you had

behalf of GPMI, you worked to acquire the

Russia.

ConocoPhillips and

They present

I told them 90

Page 96"2

by any American companies investing in

sbareholde'.r in Lukoil.

It looked very good.

Gluzman - Cross - Kirpalani

My first deal I worked was a

At that time it was the lar1j!est

Q

c

deal with ConocoPhillips which became a part of
the transaction.

it to me.

I think they me.de it public, and Vince

with a
your time during that
" period, lot ofyou were traveling? mid 2000
when
"
c._________________.
A
I worked on several, several deals,
10:28

So

pretty much adding revenues at no expense

si%able deals for,Lukoil.

10:27

due to their requirement from FTC, after the

footprint?
A

I

think ConocoPhillips, they had tc divest of sites

GPMX'a efforts to expand its gas statioil

more.

I'm not sure whether it's Vince or

Sem was indirect, it was indirectly Sem's

I'm talking from the tillle we acquired

Q

10:27

2004?

No, at that time I was only working

A

for GPMI.

And who was involved in locating the

opportunity to buy the ConocoPhillips stations in

10:26

deaL, yes.

"
"
"

THE COURT:

THE K:ITNESS:

Stock option for What?
Fbr that deal,

corporate deal with CcnocoPhillip:s.

10:31

Page 963
Gluz.man - Cross "- Kirpalani
THE COURT:

0

Pago 964

(

Gluzman - cross - Kirpalani

So, in compen.sation for

were you an officer of OAO Lukoil?

workinq on the oorporiite-level deal in which

A

No.

ConocoPhillips acquired a 20 percent

0

What is your understanding,. sir, of

interest in Ll.ikoil, you were given st:ock
options in Lukoil?
THE WITNESS:
THE COURT:

"

Correct.

company.

In your capacity -- well, did you

'"

10: 31

u

While I was working on the first

0

title with Lukoil while I was negotiating, because
I was primary -- the only negotiator, the only
person negotiating that deal.

So, if it

"

c

"

GPMr

How was the relationship between OAO 10:32

gov~.rned?

"

Lukoil had their very, very strict

A

reporting system., not to GPMI, to every

"

10131

subsidiary.

Every subsidiary was very equal.

So

10:33

GPMI had to l:eport operational data and financial

"
"

E>utting aside Why you 9ot it, what.

_____________
was your title?

"
..._
"

No.

Lukoil as shareholder, ultimate shareholder, and

~y

So I got a title with OAO Lukoil, so

0

l'las your title at OAO Lukoil .related

0

I was giving my .card to people.

"

10:32

A

10:31

Marketing.

"

I wasn't making all the decisions, so,

was not an officer.
0

~ould

look -- it would look stranqe if I would give

the deal.
I

to your role· at GPMI?

businees card where it says Getty Fetroleum

u

I didn't make any decisions for. Lukoil.

I was primary M&A person for Lukoil negotiating

corporate deal with ConocoPhillips, I needed sOJUe

"

They are making decisions on the.

company._

Okay, go ahead.

have a title at any point at OAO Lukoil?
A

Well, officers are running the

A

BY MR. KIRPALANI;

0

10:32

what an officer is?

10: 31

A

I was vice president of Lukoil.

Q

And as vice president of OAO Lukoil,

__,()

10:32

Page 965

Q

Gl\lzman - Cross - KirPalani

"
"

data on many different levels.
So, we reported monthly our
cperational data.

I believe the monthly financial

report was sent to Moscow.

Then quarterly reports 10:33

o.__~~~~~~~~~~~~--'

Page 966

(

Gluzman - Cross - Kirpalani

were sent to Moscow, semi-annual, and annual

strategic t.ransactions for OAO Lukoil, or was

reports.

ConocoPhillips the only one?
Budgeting was one of the difficult,

difficult situations, for not only GPMI but for
e_very subsidiary.

'

Budget was very vigorously

t.ransacticns.

I

I wo?-ked on several other

worked on another l;ii9' transaction 10: 34

with a Spani:sh oil COlllpany Repsol, that toOk me
about two, three years, and I worked on a couple

attacked by the parent company on every subsidiary
to

No.

A

10:33

make sure that the subsidiary stays within

of big gas deals, one with

u.s., big U.S. oil

company, Marathon Oil.

budget •.
So, there was special fonns,

u

"

Russia.

"

And I also did a couple sizable

10:33

thousands of different fo;rn1s, spreadsheets in

person who became an accountant for me.

for -- asset deals for Lukoil in Europe.

so I had to hire actually an additional

0

Who was that?

A

Elana Picman, and she was in charge

i2

')
l_,

c

de~ls

10:35

That all

happened between 2003 and sort of late 2009,
0

And so during the first three years,

is it correct that during the first three years
you were principally working at GPMI, and then

10:34

16

of ccnnmunications with Moscow and to make sure
that all thf!: reports were cjoing to Moscow on time.

responsibilities?

"

It was a job, and she couldn't even get it

10:35

characterization?

19

herself, so we had more people.

"

another person, a Russian-speakin9 person who

from 2003 to 2009, you were dividing your

I had to hire

A

,,

And every quarter she had to go to

"
23

Moscow to defend the budget, because any deviation

2t

in budget was like an earthquake for them.
Q

Were you engaged in any other

..
10:34

'---~~~~~~~~~--~~__,()

Before ·2003, I only wol-Jced for

Gl?MI, and I didn't really·travel anywhe.re.

10:34

helped her to do that.

Yes.

Is that a fair

2003,

10:35

Mr. Ilya Borodin, he knew my abilities. to do M&A
deals, so he wanted :me to taka leading· role and
neqotiate deal with ConocoPhillips.

So I was

introduced to ConocoPhillips at that time, .ind
worked with him for year-and-a-half to do the·

10:35

(_:...._,.~~~~~~~~--.~~~--'

Paga 967
Gluzman - Cross - Kirpalani

0

c

Page
Gluzman - Cross - Kirpalani

deal.

lease, the initial performance of the lease, for
first three years.

So that time I spent p:r:etty much all
the time in Europe.
Q

What was'the relationship between

It used to be one company,

Q

pret~y

A

much

the same shareholding base and management.
: 11

Q

'"

10:36

And then later on, Liebowitz was

"

So, when Lukoil ended up buying GPMI,

what was the te:r:m of the master lease at that
point?

10:36

acquired GPMI?

"
"

c

virtue o:f chanqe in supply to British Petroieum,
it brought an extra 15erie::i of revenues,

"

~hen

1.s

before our acquisition, up until 2005.
Q

Lukoil owned GPMI,

did

GPMI ever remit dividends

A

No, no, GPMI never remit dividends,

20

22

the master lease?
A

No.

Lukoil was never party to a

master lease, but OAO Lukoil had quaranteed the
~ Ropordn1 • Wwldwldo

877•1tll-~80

10:37

United States, and to rebrand stations around

__.()

Jersey, sort of southern Upstate, where the most

"
"

10:38

New York, around New York City, northern New

2l

At. any time was OAO Lukoil a party to

____________

bacauaa the goal was to qrow the bw;iness in the

21

10:36

years.
Q

10:38

And during the entire time that

to the parer:t company?

Lukoil acquired GPMI, we

a new restated inventory :mast6r lease for 15

"
..._
"

So we

outperform pretty much every year of GPMI for --

:renegotiated the master lease and we put together

"

A

10:37

By the

"
"

How long was the master lease when Lukoil

"

GPMI perfo:nned really well.

ii

Cl

Lukoil end up buying. ·
Q

Yes.
·How did GPMI perform in the early

years after being acquired by Lukoil EUnericaa?
A

marketing GPMI,· trying to set it, and that's what

"

And that was a negotiated provision

between Getty Realty and GPMI and OAO Lukoil?

I believe

in 1997, GPMI was spun off from Getty Properties,
and it became two, two companies, with

10:37

on certain financial conditions.

10:36

GPMI, and Getty {tealty b11fore Lu_koil acqui:i;ed GPMI?
A

Getty Realty also had an

option to extend the guarantee for an extra year

sort of traffic of -- people traffic is.
So, Lukoil had -- so we invested
TSOR.tp<irtlns·Woddwld.o

877-102-9510

10:38

~68

Page 1028

c

Page 1029
Gluzrnan - Cross - Kirpa'lani

Gluzrnan - Cross - Kirpalani
may be that I ask you for half-an-hour

continue to perfonri, continue to pay its

variances here and there.

obligations on the master lease.

If there are any

better times and worse tiJD.es, morning versus

Q

11: 46

the afternoon -- one option is that I fit

A

that.we just have to propose a predictable

many times.

lunch hoUr on you.

no.

But I just want to float it out
there, the storm cloud,IJ are qathering, and

u

c

BMkruptcy really

w~sn'

t in my mind,

So the 'answer is no, I was never planning to

THE COORT:

"
n

what.

plac~.

But when Mr. Kirpalani

sure, when you say you weren't thinking

"

bankruptcy as an option with respect to the

THE COURT:

Please have a seat.

MR. K!RPALANI:
THE COURT:

11:49

All set, your Honor?

Ready when you are.

Mr. Gluz:man, in your own words, can

20

you describe for the court what was the purpose of 12: 04

"
"
"

the 2009 sale o.f ConocoPhillips' assets to LNA?
The purpose was to genetate as much

A

company to qive the dif+erence, I would always

"
" prefer the equity, so GPMI would pay its debts and 12:04
c,__~~~-~---~~~---'
hportiq:·
Worldwida

master lease issues as opposed to, we have

that as part of the restructuring-, or
·incident to the restructurinq, there might
be a bankruptcy in

"
"
n

~

year.

so, when you say that you really
war en' t thinking- about

th~t,

THE

"
"

WITNESS:

mean that I -- after

the restructw:inq, after the sale to LNA, I
wa::i never intending to do anything with the

25

I

Page 1031
Gluzman - Cross - Kirpalani

was continuing to negotiate

to the jobbers like we did in New England and

But I don't understand

12:06

1\nd in that case, it would be flat

that statement, Mr. Gluzman, because after
th~ restructurinq, you were then going to be

THE WITNESS:

we put together a plan for the parent that
$10·million a year would be loss for the remaining

Yes, but we had the

service agreements, your, Honor, between two
companies.

of the lease, until the end of the lease in 2015.
12:06

so, my calculation of the equity bringing in, it

11

the liabilities to LNA, but I was still an·

12

the end of the lease.

officer and a director of GPMI,

"

12:07

had to be enough· money to cover liability until

My payroll

position of .chairman of th.e board and CEO of 12: 06

Mr.

12:06

LNA?

Yes.

"
"

margin, tomorrow margin will drop again, and there

operations, because they said today is still okay

.our plan was to -- at that

"
"
20

12:00

will be not $10 million a year but $20 million a
year.

21.

Gluzman, did you intend to limit

any of GPHI 'a retail operations after the .sale to

A

didn't want to entertain that idea with their

11

·I<IRPALANI~

0

0

And While I was doing that, they

H

GPMI until the day of sale to Cambridge.

"

· 10

were advised to move most of

We

was cominq f7:om LNA, but I still held the

20

12:07

·loss of just slightly over $10 million a year, and

an o:C:ficer of LNA; correct?·

BY MR.

0

:south.
THE COURT:

c

)

it was difficult, very challenging -- sublease it

lease.

"

(

877·702-9510

with Leo and Driscoll to improve the master

,

12:06

1-..~~~~~~~~~~~~......

Page 1030

bankruptcy.

12:05

what exactly do

you mean?

Gluzman - Cross - Kirpalani

,
,

12:05

seen lots of references to the possibility

"

as GPMI could possibly do, and ask the parent

TSG

"
"
"

BY MR. KIRPALANI:
Q

0

about bankruptcy, do you mean y9u were --

(Recess taken.)

18

12:05

talks about bankruptcy, I ju9t want to b':

See you at about five of.

"
"
17

12:05

I thought I already mentioned that so

do bankruptcy in the first
11:46

we are going try to figure out who needs

"

Did you plan to put GPMI into

bank.ruptcy one year after the sale to LNA?

others within. a lunch hour, whiCh would mean

"

()

would receive checks frOlll their jobbers and give
one check to Getty Realty, and that would be it.

So then we decided that we'd just
have to sublease closed operations, so ell Gl?MI

22

ti?ile, we already, GPMI already sublet New England,

22

23

everything outside of New York, so New York was

u

In that case, the loss would be fixed at, I

"
"

the oply area where GPMI had operations.

a

12:00

believe like 10.3 million a year.

So, the
12:0?

Ct--------------'
intention wa11 that -- to close those operations,

"

so, when the equity came,.there was

12:00

Pa11e 1037
Gluz111an - Cross - Kitpalani

0

E'age 1038

C·

Gluzman - Cross - Kirpalani
marketplace, and .without parent's contribution,

BY MR. KIRPAIJ\NI:

and in the event that it was unsuccessful, then I

If you can look -- you can look at

0

had to apply the materials to special

either version, Mr. Gluz1M1n, but we are going to
look at JX-193-T, the English translation.

consideration of -- for consideration of our

Can you tell the Court what this

inte:cnal financing.

document is?
Well, this document is a typical

A

10

and the head of their meeting Mr. Nekrasov was

u

'"

basically ordering certain people to do certain

12: 15

.,

things.

so

"

this is on March 26, 2009;

'·~

correct?
A

Yes.

Q

"
·,,

c

"

12:15

"
"

.

"
"
"

"·
H

Do·

you see that paragraph?
A

Yes.

0

12: 15

"

instructions you were being given?
Mr. Matytsyn is the head of. corporate

23

,.

finahce, so I was given in:structions, p:cetty much

"

ordered to go and refinance the debt on _ the 12:16
c..,.._ _ _ _ _ _ _ _ _ -- in_ _ _

_.o

Page 1039
Gluzman - Cross - Kirpalani

resolve an issue.
Can you just tell the Court what thll t

0

"

c

and :::iupply business from GPMI to Litasco
Subai-Cliary, LPA.
1\nd what is it that you were

Q

12:17
I thought I testified to that, that I .
did not believe that LPA wa:::i capable of supplying
GPMI, so I thought they would be detrimental to
GPMI's performance if this blendinq/.supply
organization, which was an internal part of their

Page 1040

'

GPMI business, transfe:cred to a third party, even

searched for th;l.:::i throuqh all the doeurnen ts
produced in the ca:::ie.

And I told Mr. Nekrasov, I don't want

THE WITNESS:

If you want to chanqe, you have to go

0

'

So I --

Let's stay now with the section five

Let's look back at the original Joint Exhibit 183, 12:17

11

the cover e-mail.

"

It's JX-0183--001.

THE COURT:. Mr. l<.irpalani

THE COURT:

()

Yes.
are you going to come

back to 193-T in any more detail?
MR. KIRPALANI:

Probably not.

12:18
If

"

"
"

It says
12:19

approved thei;r, their -THE

"
"
.,.

Could We go back to

COURT:

But there is no -- so

THE

HI'I'NESS:

THE COURT:
please.

Okay,
Can you tu:cn the page,

can you explain paragraph 6.2.

12:19
so

when there is a reference there to the
business reorganization plan of Lukoil
Americas, i:::i that the same thing as the

183-T, and under the decided, nUl!lber one, it 12118

reorganization of the retail business in the 12:19

ssys, "To generally appro_ve," et cetera, and

U.S.A.?

there iu a reference to an appendix one.

THE WITNESS:

"

Hr. Kirpalani, my document doesn't
have appendix one,

"

c:

That'::; what it says.

generally approved their -- the theme,

the:ce i:::i no appendix one, okay,

"
"

your Honor has any questions about that, go
ahead and al!lk.
THE COURT:

12:18

because it says in Russian -- well, there is

approved."

io

"
"
"

It. s probably the

bubble chart, one o~ the bubble chaits,

an English transcript -- "generally

on investigating the possibility of financing.

MR. KIRPALANI:

None of u:::i could find

it at Quinn.

to do that, and then he told me, my decision is to 12:17

appeal to my bol!ls.

12:17

Gluzman - Cross - ltirpalani

sieter company.

do it.

12:16

This was a part of their transfer,

A

part of the restructuring, transfer:cing blending

"

Can you explain to the Court what

A

12:16

There ii;i a reference to you

is about?

of paragraph five, it says, "To instruct Vice

"
a

paragraph four.

appealing to President Alekperov in order to

And if you can look at section five

President v.s. Gluzman," and then it goes on."

And we are going ·to come back to this

0

later, but while we .llie here, take a look at

protocol of the meeting between those individuals,

0

12:16

restructuring committee within oil, Lukoil, for

12:14

MR. KIRPALANI:

Your Honor, we

12:18

Your Honor, 6.2 refers

to Mr. Fedotov1 who had in my view a very

unique position and sit1,1ation.

He Wal!! the

c .____________________.
head of budgeting for entire company.

12:19

Page 1169

0,
~

1
2

3
4

CERT IF.IC ATE
STATE OF NEW.YORK

)

SS.

5

6

COUNTY OF NEW YORK

7

8
9

10
11

I, BONNIE PRUSZYNSKI, a Notary
Public with and for the State of New York,
do hereby certify:
That the foregoing transcript of

.12

proceedings is a true record of the testimony

13.

given and the proceedings had in the

14

foregoing matter;

15

c:

I further certify that I am not related

16

to any of the parties to this action by

17

blood or marriage, and that I am in no way

18

interested in the outcome of this matter.

19
20

IN WITNESS WHEREOF, I have hereunto
set my hand this 28th of May,_ 2013.

21
22
23

Bonnie Pruszynski

24

25
'-'m...........,.,............."""........- -...................................,..,.,.....................................,_,....,........

TSG Reporting-Worldwide

877-702-9580

()

EXHIBIT· 5-b

Page l
.1

UNITED STATES BM!IKROPTCY .COURT

2

SOOTHE.RN DIS.TRICT OF. NEW YORK

5

GEl'l'TY PETRQLEUM MARI<ETIJ:>JG,

INC ..

Caus.e N.o·. 11-.1.56:0.6-soo

and :L.I(;)UIDATIN.G 'TRUSTEE,

Debtor.s.

7

- -

8

-,

9

GEl:TTY PETRQLEUM MARI<ETING, INC.,

10

Adver.sa.ry P.ro.ceedi.ng

E.T AL.

Caus.e .N.o.

11
12

LUKOIL .AMERICAS 'CORPQRAT.ION,

1·3

1l-0!2:941~so.c

E.T AL.

1$

u. s . Bankruptcy cour-t

1.6

One J3ow.l.ing Gri:en

1.7

N.ew Yo:rk 1 New· York

1.8
June 10., 201.3

l0:03 AM

::C.2

EEFO.RE;

23.

HON. SHELLEY 0. CHAPMAN.1 ESQ.

24

U.S. EANKR.U.PTOY JUOGE

:2.5

ECRO;

F, FE:RGUSON

VERITEXTRm'ORTING COMP.ANY
212-261~686$

www.veritext.com

5 l 6~608-2400
LAC 000960

Page 3

Paqe 2

Re Adversa2:Y Prooeadinq 11-02941-soo, Gatty

HEJ>.a1N~

1
2

Petroleum Marketing, :Inc., at al v LUKOIL J>.maricas

3

1

A P P E A R A N C E S

2

QUINN l!:NANUEL

Co:s;poration·, f!lt a1, ':rR:IAL

for D~reotors and Of"floers

Attorneys

51 Madi.son Avenue

4

4

5

5

22nd Floor

'

New .Yorlt,

'

'

'

9

9

10

10

•

BY:

NY

KATHRYN LYDON,

10010

ESQ,

CHRISTOPHER KERCHER,
SOSHELL KilU'PALANI,

ESQ.
ESQ.

11

11

12

12

"

13

Attorneys

14

14

7 World i'rade Center

15

15

250 Greenwich Street

16

New York,

16

WILMER COTLER P:CCKER:CNG HALE AND DORR LLP

t:or P1·ai.nt;i.:f'f

R.Y

10007

17
18

"

BY:

CHARLES C.

PLATT, ESQ.

19

20

19
20

ANDREW GOLDMAN, ESQ.
MICHAEL BONGIORNO,

2.1

21

22

2.2

23

ESQ,

23

24

24

Transcribed by:

25

Sheila OJ:llls and Sherri Breach.

25

VERITEXI' REPORTING- COMP.ANY
www.ve:itext.ccm

SM-608-2400
LACOOOS61

Pagu 4
P.ROCEli:DTMG:S

,
3

£or • nica lon.g w•ek tog10ther?

:r

hav• to t:a:k11 • b:r:ealt today

at 12:30 to we1cuorr.e thG intGrns to th• court, •o that'll b•

5·

ow: stopPing point £o:i: lunch, today.

Rea~

All right.

whan

you ara.
HR, Bl;)NGIOJ!l!O:

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HR. BONG'lOlUI01

12

Th• p1ainti££ aal.ls· Sem

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right hand,

13

SD! :r.oGC!VINSKY, WITNESS, SWORN

15
1&

Good mo:i::ning, You" Honor.

Good rno~ing,

DlltECT EX1'MINATION

Jn' MR. BONGIORNOJ

"

Q

>0

A

JiOod mo:i:nJ.ng,, Mr. lJongio=io.

Could :fO\t tal"l. """ -20

Tl'IE COURT:

21

BOngio:rmo.

22

you, pl.oao:ul'

"
"

'Ml:. Log:ovinslty -- a><CUsa

JO•,

WCIJlld you pul.l. that microphone a bit

Mr,

tolla~

Thank you,

M:r:. i.o".;ovinaky, wb<on did you :)Din GDU?

:t

~oinad

GPKI in 2001,

~abruary

of 2001.

And llhat was you: title at GPMI?

212-267-6868

VERITEX1 REPORTING COMPANY
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516-603-2400
lAC000963

212-267-6~8

VERITEXTREPORTJNGCOMPANY
www.vcrite::rt.com

516-608-2400
lAC 00091

Pag9 ll

It

'

'

Q

i•.

Okay.

What !llbout tha na><t paga, LU!(OIL America's

C"c"'.Poraticn, UC?

thlOt z:J.ght.?
A
Q

Okay.

A

Ara you awara ths.t you ware the Vice-

Pra!lident of: Who1esala s.nd New Business 'thovalopment at I.AC,

Y.:111, that•a :i:ight,

!fo, :t don•t.

You had titl•s at other LUKOIL •ntitie11 aa 11..J.l,
A

No, I don't,

Q

'

A.

No, :I didn't',

A

No, I don•t,

Q

oka,y,

Q

Okay.'

YQU'T• certailJ.lY,•War<o that you h•d a tit1• th.,r.,, :riW>tf

Q

"

MR. SONGIORNO;

"

do.n•t we tak"' • lo<>k •t .roint

EJChibJ.t 4!18 in th11 book.

Wl)y

MR. BONGIJ:ORNO>

"
"
"

theffl, ncv -- at .J.aa.at ncnr th•t you l.ook ,.t, thi•'1

~

"
"
"
"

4H7'
O" yoo ,.,.._ on the l!"ir•t paga 01! that, which i.s

O.

488.

also

up on the si:u:een, LWWIL USA, ;en.,,

....

A

Ara :yoi.1 1!....Uliar

with that entity, ai:r:?

,-

Q

So=z:t •.

C&n you :find that on the tab in the binder in E:i:ont

Okay.

on the next po.ga, theJ::<>'B an antity cal.la.d G'10tty

Te:rninal• co:rp.
A

Yes.

Q

·Qkay.

Do you .,.. that?

Ya•,
ka you awara th•t you )IOU:'<• on the l>os.:rd ct

directo:ra ct ·that cmtity?

.•

"No, J: didn't.·

Q

You didn't know thal:.1

A

No, :C don•·t,

Yes.

"

A

"
"

Q

Ole~.

A

;.sit is, J.t'• Vl:.itten

And were

Petrole\1111 .Marlcating-, :enc,,

A

"

you, ail'?
A

~tty

Q

(Video clip pla:fAd)

Q

Ko" about

yau not the v.l.c.-Pr1Hidwit of' Wholesale

"

23

.Q

"

A

Okay.

What al:>cut Xing•tOJ1. Oil Supply Corp, ......_ h11a:o:

h•"'•·

" '

No, :I dcn•t, ,.....,.

an11~a.z:,

VE.RITEXTREPOIU'JNGCOMPANY

VJiRJTEXl' Rm'ORTINOCOMF!Am'
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5l 6-60S.1400

www.veritext.com

212-161-6868

LAC oooese

lACOOi'.197'

.... ,,

Paga 12.
Q

:r

No,

hea:r;d about it,

:r

didn't know r was on the :bou:d

'

Q

So you•;re famil.iar vith the entity, you j - t

Okay.

dJ.dn 1 t
A

A

kn~

s

y01.1 wan on the board,

A

Why" don't -

:t;=n thoo p_agoi &nd • - ·

~·Yo11,

"

" •
A

No,

Q

No,

:t• the .,....,.

~ ..

of! l'11t>:'o 1.191\, Iner., >1hidl ia page

7 01! this exhibit, did you know you were on th• :board of'

"
"
"
"
"
"
"

"
"
"

"

Okay.

"
"

How allout 1'1' hb:o Corp, hav• you evcir hciard of:

1"1' Petro Corp?
A

Yes, :C did.

Q

Olcay.

A'

No,

Q

Okay,

:c

"h"" :r

aay th• _•cJ.>thsim

X do.
~11•

.,.,.,.

"e:o:•

aaa•b in •out:h..:rn

~-•-:!

•Ttd in

ya'" 11t•t:icm'" th•t. GrHl owned?

Q

l'lnd t:hose

"'·

Yaa.

Q

1'hOI• _,.,. a.aset.s that thay acqui;r;ed., Gl'Ml: acquii:e:t

t'ro111

Cono~Phillip•; :I.•

A

Ye8.

Otay.

that :right?

And you ware inv1>lved in atte1Apt1ng to a9l.l the

southern a.set.; i•n•t that" true, air?

Did. 7ou know y<:>a _,,..

OJ)

tha hou:d?

"
"
"

don•t,
What allout LUJ:OIL l'.meriean

Beadquar~r&,

do you_

VE.RITEXTREPORTmGCOMPANY
212-267-6868

Okay.

Q

A
Q

Ko, :C don't.

Po you know ..hat :i:•m tal.lting about

WeJ,"e )'OU on

th9 boa:ct ot' that entity?

"

A

•
'
•
•

No, .:C don't.

Ok"Jf.

finally, t.tneo:u.- N'crth America, l'r_>o., WA, do you ltncw

wh•ther yo\l're on th• board oJ!. tha.t antity?

Y••·

Q

No, I' don't,

Q

'

A

WWW. veriten.CQtn

516..fiOS.2490
LAC000971

A

1'hat 1a trua.

Q

Was that yow: ;r;upondl:iility •t GfMI?

A

Ye•.

VERITEXTR.EPO&IlNGCOMPANY
www.vcritext.~

5J6-6Qg.14GO
LAC00097

P&ge 24

Paga 23

•
'
'

Department Of Econcmics 11nd Pl&nning, i" that hia tit.le?

so y01.1 oould look at say, a humlr:ed -- U you

Q

,,,..>:•

' •

20 0£ tba11, and get a :ballpark or: what thay

war<11

What &bout Mr. Pa.::llinko (l)h), v.ea ha tho>:41?

Okay,

A

<111 KOrth,

Yas, h• waa.

•

a port:Lolio, you c:<Nld look through yo= windllhial.d at 15 o:

'
'

Ya11.

A

t"'Y1"9 to :tigU>:e out how much 150 qaa stations >!lll::lil ><=th in

Okay.

And tha puzpos• of" thi~ m11ating vas

cou1dn,• t :you?
th• Osl\.; is that right?

A
Q
A

•

Ya9.

"
»

"
"

A

Okay,

.Afld a

da~don

,.. . ro;tda after h ..ving llell%d tha

th• FOPOa.. d ..,.,.,..g..,.,.nt Cor th• raerganiz.aticn of" tho
retail buriness :l.n tha USA,

Ia that what "'1pp.ned?

A

•
A

"
"
"

•

Yu.

"
»

And Mr, Na)ti;uov, the !'i:st Vice-l'xesid11nt or: Ltl.ltOilo

r.te:!eived :trClll PAO LUJWIL in Auguat of 2"009?
A

I

was not s11ar• alx>ut e:xact :an.aunt, I knaw that Gl?Ml

r<>CCliW!d tb• no1u1.y, but ai.·out th• amount :C wasn• t aware.

O;i.l CQ111Pan:r waa also in- attenr1iulce, waa Ila not?
A

•

"
" •
"

Yes·, he waa,
A Mr. f'adotov was also in attendance at -that IWeting,

You 1111re on the Boa:rd o:t GPMI at tha

Okay.

ti=-,

:1.'ight?

riqht?

"
"

You -- were you awa ... cf S340 million that Gl'Ml:

t>o yuu :i:acall.

attending this msotting, air?
A

Right.

•

on• ot: th• attendaea at: t:Jds maatin51.

"

A

" •

A

VERITEXIREPORTJNOCOMPANY
www.veritext.com

212-267-61168

BUt you

don't know_ th•

lllll:act. ;mount GPMI rC1c:eiv!"f, is

VElUTEXI' REl'ORIINCJ COMP.ANY
Sl6-60B-2400

www.verit~com

'212-267-6868

Sl6-608-2400

LACOOOSa:

LAC000982

Pago 25
.A

' •
'

' •

That•s ooueot,

'
'

And you didn't :rea1l.y know what th• :iion.,y was

okay.

A

•
'

Acoordinq to thh ,....,t;i.ng -Sir, :i: ;l\1st want to know 11hwthe• yo1,1 know whether --

'""""Y'

w11u1 :tor, jU01t y.,.

Ycu don't knov, do yc\1?
:I do know.

=

•

YOU

A

for, did you?

what that

A

'today, yea.

' •

know wh.U:Ci thBt $340 ,.:l.U:l.c:n <uuoe :trom. tocb.:t?

Oka:t-

But Bt your dapc•:l.t:l.on, :10<1 didn't: know, did

z:r.o.
A

A
And

yo..

•

don' i, ltt)ov vhatheJ< i.t was equJ. ty 1 do you?

Yo\1 oalll.dn! t re!MDibar thlli'I, k>ut yeu can

"~""

no'!'/'

A

•
"
"
" •
A

M

you a.it ha••

tod~,

yo11 think that ,.,,.,ey, that $340

"
"

A

•

:rna.t•a --- yes, :l.t :I.•,

OJca:t•

And you•re n"!t au:ra wh•th.., or not the lilPMI

:t don't: understand the qua•tion.
Th• $340 l!J.lllon that .,.,... into lilPM!, you•r•· nci: ..,,.,,

A

" •
"
" •

A>:e you .e..u:e abeut that7

14

aur• whet~r o:r not th• Cili'Ml :Board was Condu.l.t..d abo\,t that

Ne, I'm not,

15

.. onO:f, ..,_ yeu?

Yeu don't know 1 do yeu, sir?

A

"
"

" •

>O

:i: den• t ltnew.

"

Arid that•s becauao never told you, cU.d they?

"

"

A

cam,.

Okay.
f'~,

A

:i:•m net. awara .,f .:Lt.
:t•m Berry, :i: co!Udn't hea.: lfOUr •.:Lr.
:C'm not aware about it.
You•..,., not awar"' of whe:the:r or not the GPMI bclo:rd wall

<::onB"lll.ted obout that 340 llli11ion 1 .:l.s that: y..u:r te•timony?

And you're net av<m ~· where the $'340 million

"

ar. yau?

22

A

" •

.
.
A

l 'm just asking' wbilth- O:I.' not ;YOl.I know, •ir 1 y01> don' t

23

:Ct w..., dU11:u•sad, en the board :1.1:. w . .U,scussed, l
.

~r it

wu ci:l.•=-••d eJ:,out

· :l.n!uaio" into the COlllpllnY-

rr.on,.Y c:ondng in

and :l.tll

What i t ,...., eqtlit;Y or· ..,.:r et:he:r

ha"• to te11 1118 if" you know,
A

•

I don•t,

You don't knew. whether or not the S340 ll\:l.11:1.on W&• evero

VERITEXTREPORTJNGCOMPANY

·VERITEXI'REPORI'JNGCOMPANY
"212-267-6868

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516-60S-2400

LACO<Jllll84

212-267-6868

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516-608-2400

LJ\C0009B

.l?age 155

·C.E.R,T.I.Ji'I~T.l;QN

4

the fo·regping .i.s·

6

corr,.,ct trans.cri.pt from the official

enti t1ed matter.

,a

7
t>ated.:

9

.June 11 1 ·2.0.13

f' O!gtt;illy::;igf!e.~f:!>y5b«Tii'"9fni~

Sheila

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18.
19
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2.1

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22

Suite

2

$

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?¢.neoJ..a r l:lY 11·50.l

VERlTEXJ' Rm'ORTING: COIViPANY
212-261-686.8

www.veritext.com

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LAC 001114

. EXHIBIT 6

EXHIBIT 6-a.

Offer to Purchase for Cash
All of the C>utstll.~ding Shares of Common Stock
of
·

GETTY PETROLEUM MARKETING INC.
,,

,
.. ·,at
.
$5.0Q Net Per Share
by

MI;KECON CORP.
..

.

an lndirecfWholly Owned Subsidiary
··
of ·

'

.

.'

.'

'

.

...

.

.......'

'

'

... '

. . . . . ··~

.......

,··

·.

.

•·

.

' ..

: ·.. ,...

..

. ·'

.

.

.

..

1HEJ::~~~itcr~w:~.~~:~~~~G~~ii?n· ·
...... '' ·,

.

·.

,. ·,,

' . ·...... ·· ·>· .. ' • ' .... ' ··,, .,. . .. , ..: . '

.....

·:· .'' .. · .. ·'

... - - .
THE. OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING
VALIDLY TENDERED AND NOT PROPEi.U.y WITHDRAWN PRIOR TO THE EXPIRATION OF
THE o:FFER A NUMBER' <>F sliAREs o:F coMMo:N' ilTOcK, PAR. v.ALUE $0'.01 PER SHARE
·.(THE ''COMMQNS't()CI("); OF GE!'IT PETR.Ql;EJJM MAltl{\;:TIN(Jl:Nc. (THE."co¥J>ANY"),
..... , .,.

'

.

·~ic~t~i~~~lutI4'§tl~~flfi~~rc1w:i,~~Itgl§~~~=~·~:~~s
UNDER THE JJART-SCOTr-ROJ;>INO ANTI-Tl.UJST IM!'ROVEM:ENTS ACT, OF .. 1976, 'AS
AMENDED (THE "HSR. Act»), HAviNG EXPIRED OR BEEN TERMl.NATED. THE OFFER IS
ALSO CONomb'NED 'uPONTHE SATISFAct!b:N OF CERTAiN ofiIBR. TERMS AND CONDITIONS DESCR.IBED IN. SEcTION 13 ..:.. "CONDITIONS' OF THE OF'F'ER": .

.. THE oFFE~1sAN1NfE6RALPART 0Fmh·nt\NsAcT10Ns c6:NTEM:PLATED BY,
AND IS BEING MADE PURSUANT TO, THE AGREEMENT AND PLAN. OF MERGER., (THE
"MERGER AGR:l:!\;::M:E:Nf'), DA'.niP AS QF NOVEMBER 2, 2000, BY AND A¥P:N'G.oAO
LUKOIL, LUKOIL INTE.RNATIONAL . GMBH, , LUKOIL AMERICAS CORPORATION,
MIKECON CORPiANo tiffi COM?ANY., SEE SECTION 11 - °'PURPOSE OF THE OFFER;
PLANS .FOR THE .COMPANYi CERTAIN' AGREEMENTS".
.
..
.
.
. ·- ···-·-..........
.... .
•,

"'

6F

rnE aoARJj o:F DIRl:!etoRS
THE coM:PANY, BY VNANIMous voTE oF THE
DIRECTORs; AND AFTER.'!IBVIEW OF PARTS• OF THE TRANSACTION BY .A SPECIAL
COMMITTEE COMPRISED OF i'H:E. INDEPENDENT DIRECTORs, lIAS (I) DETERMINED
THAT EACH OF ..THEMERGER AGREEMENT, THE .OFFER AND .THE MERGER ARE FAIR
AND IN THE BEST INTEREsTs. OF THE.COMPANY;S STOCKHOLDERs; (Ii:) .APPROvED THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED, THEREBY; INCLUDING:tHE o~R. AND THE MERGER; (III) DECLAR:im 'rHE MERGER. AGREEMENT AD'vlsABLE; AND (IV) RECOMMENDED THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE
OFFER, TENDER THEIR. SHARES OJ;' COMMON stoC:k PURSUANT TO THE OFFER AND
APPROVE THE MERGER.
.
.
'
.
. .
LUKOIL AM:ERJ'.c.AS' coRPoRAtioN AND M1K'EcoN coRP. ·HAVE ENTERED INTO
SEPARATE SUPPORT AGREEMENTs WITHCERTAIN STOCKHOLDERs .OF' THE COMPANY
wHOOwNAN AGGREGATE OF APPROXIMATELY 40% OF THE butSTANoING sHAREs OF
COMMONSTOCK. SUCH STOCKHOLDERs HAVE, SUBJECT TO THE PROVISIONS OJ;' THE
S'uPPORT AGREEMENTS, AGREED, AMONG OTHER THINGS, TO VALIDLY TENDER (AND
NOT WITHDRAW) ALL SUCH SHARES PURSUANT TO THE OFFER.
November 9,

2000

banking days before the begiruling of the relevant tbree-m.ol).th. perlod phis 2% per annum. The loan also
requires Parent to repay the priD.(:ipal amount of the loan:.aceorcling to a repaym.ent schedule upon !'lemand by
Lukoil Finance Limited, and Parent is to.mak:e. its first repayi:nent of principal on June 30, 2001. The last
pa)>ment of iitteres.t and principal Win be made on Sepi~lnlier ~o. 2008. Once Pllrehaser has been inerged With
the Company and the Comp3ny is no longer a publicly traded company,. the Company will pledge au of the
shares of the Co!llpaiiy t9 Lul(oiJ Finance.I,imited in order to .secure its paYII'.lent obligations under.the loan. fa
addition,· Parent has pledged ail of the shiires •of tlie PUrchaser to Lukoil Finance Limited to secure the loan.
Parent exJiCcts to serVice. loan payments from dividends receiVed from ihe Company after the Merger.

sectii.~

io. Back!:f~und'o(~he ofter, ·
..

'

.

:··

.. •\...

. :~-;,-;_;;:·:

-

...

.. ,_
.. ..

'

\,

..

,'

··:·

'

..

'

·: -

,·

':·

".,"

.

:

.

· ·· In ¢ar1y 1999, repf!;se11t~tives of t)le Company approached LUKOIL reglifding its interest in expl()ring a.
possible ilivestment in o~.cofubin.ition With the Company; fo which LuKOIL expressed no mi~rest at that
time.
·•
·· ·
··
·
. .

On,Jllll~ 16, 199.~, l,)!l_coil USA Inc., a wholly own~d indirect subsidirui Qf J;,UKOIL (''.LJ1koil QSA")
contacted the Company by letter and indi.ca,ted !hat Lukoil USA W?.S ni>w prepl!fed to indicate it~ interest in
pJlfSufug a controlling iliv~tlneiit in or
acq\lisition cit' !he Coll1iiaitY M'a ,preDlium to Company's market
cap\t~)i~tion, .. Subject to :·#ue~ 4ifigenp~; the. ¢0µ1-p~y .@d :Lll)('.clil:. u:~~~ ~h.tere~ into . a. C<>nfidentialify .
. Ag'!CCmen1 on July7,. 1999,/art.~i; whi~hJ'.jtlcoil USA began~. P.re~'bilsiri~ss diligence re0cew 3nd held
preiiinfiiilly dlScii~siOns. \vitli• thi{i;'.;ompaiiy'(iiiimageinent ·DUririg late,J:Jlly anCI early· Augu,st.represent~tives
of· Lllk:()il USA an<l the.. Collipany"diSc\is~ed P<iSsibie t~ of an iii.vestment·. in, or. liusiiies~ combin~'tion
transaction with, the Compimy. ·· ·. •· •·. •· ••·· ..·• ·· · · . . · ··· · ··· •· ' ·· ·.• ' · : · ·· ". ·· · •· · · ·· '
· ·: ·

an

· .·. C>n or about A.~gi}st 16, 'i'999, atJh<: C~mp;roy's teqllest, ING Biiring8 began di~trlbutiiiS'~'i:onfid~ntial
infom1ati.on mcilloranduin c;Oi!thining general ;Jlfoniia#on"about ihe.. Company, inciudiitg lh<i Cofupanfs
bus~es~, iiianag~ni~~t•• s~~~or#. an~ groWth initiatives and. )tl~tdncal and projectCd :iin.P,cia! infonqatiOn; 'to
LUKOIL or its 'tcii>ti:lliintlitive~ . •• .
. . ..
. . .. .
. ..
.
. . . .•. ·.. • ..
Thereafter, M!. Leo LielioWitz, the Compan)>'.s Chief :Exe<;utivc: Officer an.d Chairman of the Bo~d, ~~d
discussi0l1s vfith repre~eritatiV¥iof'Lukoil USA iii:. vvbich he ·comriinnjc.a~ed c0ri.ceins expressed by the
Company's Boiird of Direptorstegarding the price and.t11rii>s llCing indicated tjy J,,ukoil USA, ?oS well, ?oS certain
concerns taiSed bY Getty Pi:opem§s Corp. ·reg3rding gt!iirantees· or credit·sllppon for.its .master !C.&se.with. the
. C?mPaiJYin.tlie. ~v~Iit LW',b1!\''acq11ifCd g~ritriif<\f!h~ Co,ID.p3l1y:()nAlitust 26, 1999; theCOiD.jiany's senior
management andits financial',.. and [eiiaJ 'ad:vis()rs met With.. ~re6erit11.tl,v~ .i;if Lulc()il USA (including itS
. financial and legal adVlsors). to dis.cuss. apoten,tial ll1'sili~s 1i'Ms'!citio11. LW.:<>i.l U~A again e~presse(i tiia'i its
· ·· only iliterest was. in .~coining a majorit.Y owner of thC. Company. i.Afier inlich <liscussi<>n, ihe p8rties were
unable tp. come t9; Weeiilent o.n pnd ()r,d1:al stmcture. In Octobe,r ·1999; representativeil ofING Boixfugs,
l,~)<oi! USA and,ihe C<>mP;in.fs legal advis? !J.eld.fUrther .~cussions but we;e unable io ~d any b.B~ for
agreement. . ,• · >;.::'. .
. .
.
,
.

ill\

rs

38ain

. bri Aprill 8;-2000; Mr. Lieli~Wit~ met
',Vith representatives .Or Lukoil USA at J;.Uko~ USA's offices
to discilss .a potential J!)ir~ha8e of the COmpany by Lukoil USA. No specific terins were dis6\11sed. However,
the parlies agriied 10 h,livetheir .~specti.ve finailcihl and legal advisoi'Smeet to disc\lss the potential strui:ture of
such a f18nsacti9ri. OirApril 20; 2000, representatives of !he c<impanieil and'~eir respective legal advisorll .mef
!elep~oill.Y.aj!Y to discµss .whet11er J.,u)<pil :t,J§ft. would provide credit support (pote:qtially inc\µ,ding p!!feitt .
compimy g.iarm.ite~~ and[ or a lettef'<if i::ri:dit ~vering the le?.Se paYffi.~nts) unde~,the ma,st~r lease, While. no
transaction ii!n:!ctiirC or price ·was ~cusilea; Lukoil USA agi'eed to consider pfoviilfu.g some form of credit
support..
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. :. On or about April 21, 2000, ING Darings, at the Company's request, distributed a revised cqnfidential
information ·melll.oraiid11m describing·the. Company, its business''and certain financial information·to1Li.ikoil
USA and its representatives.
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'·on April 24; 2000, representatives of the .Company met with represent~tives of Lukoil USA to .disc\!Ss
Lukoil USA's ilitei'i:st in prirchasing the Company, and then met with its financial and legal advi~or:s. On
17

April 2s; 2000, the eompany received fr6in Lufbil US&•aiWrltten pre.lilllinazy nori:-binding offet to acquire the
Company at a price of $3;50-$4.0Q per ShAi'C'; subject W'diie diligence, which set forth certain terms and
conditions of .the ciir1:r, inclu\lirig"I,µkoil USiA,'s ilbility 10·'.negotiate changes to,certll,iri tenns of the master

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On June, 6, 2000, ING J3aririgs and the Company presented lo.Lukoil l,JSA .and its financial and legal '
advisors a management presentation. Q,i June 7 ,,2ooo;ING Barings anci the Cqmpl!J!y.gave Lukoil USA and
its finai;ic:ial advi!'oll! \l.. to!'r •O.(!l~yei;aj .of t))e C<iy1p:llits seryice ~tations.a,n4, l'ne of its pe~leum. terlllinals.
Lukoil USA and .its financial .arid !egaladvisors iliQ began a 'due diligence .review of the'infoi:mation contained
in th~ Compa'ny's dat'! room. The Company ,and LukQil ysA. .~o &ii;<;!l,iis~d CCI\\~,dJ!i&<rn,~.is!'µes, incluciing
Lukoil USA's tequest~d environmentii( review of .the, Company's le.as.m properties;: and, other terms of the
putcbase proposaj; inc)u:ifulg ;iii.indicated Off~ pn~ range <,>f $4,2S\ fci ~4.50 pe~ish~~; · ··:~
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On June 19, 2000, rePI'!'SentatiV,~~ of Lu]coil USA expressed to. representativ.es' of ING_ B~gs Lµkoil
USA'.~ des~e f,1!\- an a~<;ll!•nrJVith '~)ie (::ompi§Y.;*he~bjthe.Company wo1:1ld_~gre~ iii forego djsqiissions
with'other ~irlp!mies ri1&afdilj:gt!io st\l:C. (lf.the Cgqip@y d111'illg Luk<!il. t[SA's rii<)ff~xterisive \liligelice ~view •'
of. the Company; in~Iucliiig ilifil''~stat~·- mt\i. enviioniil~ntalAlliseliee, ·r<if ·a peri«liiir ~0-9Q. d:lys .. Lukiiil't)§~ ·
iilso)requesteii :th~t the., CiimP'@Y~!'ii\lfihiirse .Iiukoil ·ys4. f~r' its .• expensea' rel~t\hg;,to.its dillMn~ §_d pay·
Lllk<>il VSA a&e Witlet cefta'ln-(Clrciini$tances, incltillitig'iijlon coiiS\ITilriiatl:on;bt ii frarisaction W:itMiliotlier
prospecti:ve purchaser \Vlthin ·ii: jj,C8ftet! tiine!p:Cri9d; The Company asked Lukoil l'JSA, through ING·Barings, .
for an estllriate of the du~ ililige]\'bb expenses it iould ineur;_ On j~\i~'2Qi 2000,. Lukoil.USA suppfie((the
c<iilipany \;,;.th' esiiniatti' <ifd~e diligence exp~Ji$es:
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_ .s~~6ny disciu~ions,w~te-~~1~ ~#,1*ee~.seirl;,~ ni•ri~~ni~l!t(B.lo_~g·~14 #~ fi,nllJl~i!ll i,lild legal ad\'isors) ·
and Llikoil'. USA: arid its·!fuiliicili! lmd lei' al. adViSoiii coni:emiil " the t~ririS 1o{the eic· .nse reimbursement
pfbposat 6nJuiy ii, 2ocx(¥ci'¢'ontin\iih: ~n .AJ~f 2,:20oo;·; 011>e~ ·ar·!~ef'.Boiir&~qii~c~orn of Getty
Reruiyto,P.; tlie• patent of·Geity Propem~s' Co!p... discussed p<>tentiiif modifica,{ipns to th~'ri':(85fet leaseti'ili
· -, ·
· ·· · · · ' ·····
·· '· · ··' ·· · · · · · ·. · .. ,.
representatives of LµJfoilus,o;.,: .

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• <:;onc;\Jtr~ri'tly, .ti)~. COll!P®.Y and itf11-c:lvis.ors continued to discussthe t1>rms. of an excl'!siyity an:angement
with Liik;oH U~A, iricluQillg ~e terms aii.d ~tructure ofa po.ssibl~ transac\jc:>!l· ·'''
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, . .. Follqwmg .a series.of .di.scussirins ;be!Ween represe!ifii~'veif of the, .Coll!pahY ;ind rep~s.~ntati'ves of Lukoil .
USA and theii resp~ctlve ~dVisors ~in A:ugil'st 3, itJ(i(i; ·LukQil' µ::;A propo~ea a two~step ·tniilsaction at a cash
prlce of$5.00 ))Cr share of Coi11ni'o~ stock:
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On AugiisfS, 2000, afterJur;thel'hegotiatiohs, .the Company'and Lukoil USA'. e~te~d in.to the Lette~ .
A8rC1m1c:nt Prc:ividiJi.g tllat, for tlie perlod ofl,.ii)Coil lJ~Ns !liligeiice revie\V of the Ccimpanf(45 days wittfitn '
ad.iliuonal perioc:I ofii!i ti> 45. clays unc:ler cc:rlafu cli'cuiilsfi\ii~~) ,jhe'Co!llJiany-would not e,ngiig~ in di.sCllssions .•··
concerning an acquisition proposl!I With @Y t!Jjrd p#fy (>ihei than Wit!i cert;rlll, id~ritified acquirol'S ~ih whom ··
the_qomp8ny l:iadpi~oµsly had di,scussi9!U, or Wi!h otliersif nece$~ary for 'th~.~oar_d foco.lllply with its du ti.es
uifc:ler. lipplic!!bleJ!\w,,The Letter Agreeiri¢nt proV:ided for JlaYJ11en~ b)' the,ComJ?.iu)Y !>.fa fee to. Lukoil USA of
$3 mil1im1 and.rejgihur8eriient c:>fLu,lfoilUSA's teaS<iniible documented out~<,>f~pocket diligence expenses up
to a maxinium of $1.S•million'under. .certain citcuniStances..
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,AfteFhecution of lbe Letter Agr~Jiient; L~koi! USA, ~egan, an extensive due -diligence review of t;he
CoiµpanY'.s opeil!#ons; .i.ri~l'!<ling fillancial iiif<?rnia\i(in,, l>iisine~ii opctatioiis, contl'~cfs and <ilher item8, On"
Augiisfl4; 2000; the cOnipiilly's legru aiivisors gii\<~ to :LUK6ilU$A a ai;ifi:of ii merger agreem~nt; and froni
S~pt~mber tbri>ugli Nc:ifember 2, t()(io represelit~tiv.~s !>f the CompaJiy, ~presentatives, of'Lukoi! USA and
theii respeciiv.e legal and,lin'aricial ad~oiS _Jiegot!~ted .tJie. terms o~ the .;!gi:eeirient. On September 22, 2000,
pursiiant to the Letter Agteepient, Lli.k;oil U~A exteµded the .exclusivity' jlerioo for an- additional 45 days.
I>Ul'iJ1g Ociob.er 2000, representatives of th~"C~mp..;.y cond~~ted extensive negotiations with representatives' lJf.ifaikoil '\)'SA regarq the Merger Agreenient; and, along with 'tepresentatives of Getty Properties
Coi'!»i'the mruiter lease amendment lind related docilments.
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18

The Merger Agreement, the Support Agreements and the.. telated documents were executed, and the
Offer lllld Merger were publicly announced, on November 2, 2000.
·
· On November 9, 2000, in accordance with the Me~er Agre~ment, the Plirchaser commenced the Offer.
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Section 11. Purp<ise of.the Offer; Plans for. the CompauY; Ce~ Apee~n~.
Purpose of the Offer
The purpose of the Offer is to enable Parent to acqUire as many outstanrung shares of Common Stock as
possible as a·first step in ~cquiring the ~ntfre eqwty intere5t in the Company;·J'he purpose of the Merger is f<ir
Parentto acqu4'.e all relil8ining
of C9mmon St09k not putc1:iased p\irsuimt to the Offer, Upon
consuminaiion of the M'.erger, tµe Company :willbe<:ome a wholl:Yowned subsidiary of Parent and ali: indir.ect
wholly o\irned subslc!iarY of LUKOIL'. The. Offer is .being' made pursuanifo 'the Merger Agreement.

Shares

Plans for the Company
Subject to certain matters described below,;it is cilrrently expe(ltCd "that. initially following the Mcirger,
the business and '1J?erations of the Company will generally dontiliue as they ate c:µrrently ~ellig C<Jnducted.
Parentwill ,ciintiliuc tq, e*;il,11atc
aspec~s o( the busin08s,•ope~titjns, capitalization aqd ril.~geme#fof the
Company during the pendency of the offer. and...!lft<;~ tli~;Ci>nsu\')1t1ation,.~~ tJ:i~ Offer and the Merger and will
take su~h further ~ctiofs as it deems appl"Opriate lliidei' t!le;\lirqi!~!®ces then•existilig.

an

"l.1ie shares ofeollimon Stol:k
cuirently traded on tll"e
F~Uo~g th~ conswnmiiiion offue
'
Merger, tJie shares ~f Coinmoil ,Stock will no longer be llstS<i on the ?ijys'B ,and Jhe regf.~~9n of the shares
. of Common Stock under the Exchange Aet will belen\iliiated;Aoooi:dingly,. atter:the Mergiir th~re Will be no
publicJ~c~ded equitr,
ilf th~ SompiifY·-'!U~~!l!llil!Diand
(;!oi#pan)'.1llay no· lo~er, be,
to
file penodic repci~ with the Comnnss1on. See Section 12"'""'~Effects of !he. Offer on, tffoMarket for the
SJ:iares; Exchange Act P.eglst;.ttion"; .
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Afsk

lire

}eeurlties·

tJle.

req1JirCd•

Ex~pt as ~therwlse cliscussed in this Offe~ ti. Piu:cllilSC, i>ill"entbas ~o-pri:sent plansor piOp()sills'tbat
would rcsu!Jin all.y extra.Ordiii8fy corporate tr.ans~c~on, such u;ii1llelger, reqigariiz::tion,:li(iuidati,on involyirig
the Company or any of its subsidiaries, or jfiirchase;
or transfer"of ·a lnaterii\I arilourifof assets'of'the
Company or any of its subsidiaries or in any other niateri,iil changes to the Compall.y'.s dpitiifuation, cofpOnite
s~cture, busmess of th~ Cqfiip!llly _or'the 1ll!)!l88,cment of tll~ S:,q~il!ifiY,, i~#ptthat Pareni intends ~o reV:ie'w
-the ccimprisition of'tlle boards of diiectors (or'. similar go\(einini!'•!xidiell) of.the Company and its.subsidiaries
and to ca11~~ tlie election to such ,boards of dire~toii '(or siilliiaj gi>,ycornillg' bodies) of certafu of its
representatives a:s coiitempl,ted bf the Merger Agi-eeirient. ·
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sale

Certain Agreements

Merger Agreeifteni

. The following ls a sum1llary of the.material terins,offue M:erger A~ment. The summary is qualified in
its entirety by reference to the Merger.Agreement, a cllpy <>f. whicbhas beell: ii.led with the Commission aii an
exhibit to the ~chedule TO. The M:erger Agreement may be illspccted at;· an<} .copies may be obtained, from,
the satne plaCes an,d in the, i;niinner set foith in Secti<)n 7,\-" "()ei:taiii Iitformatioil Concerning the
Company '-Available Infonilatfon/' except that it may not be avajlable at the regional <!!liees of the
Coinnrlssion.
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· the Offer. The Merger Agreement prov.ides that'as soo11, as Practlc!l1'1e bµt no fater than seven buSiness
days after !he public ai:tniiu11ceillent of the Merger Agreejnerit, the'PUrchaiie(Wili collllllence,the Offer'imd
that the obligation of the Purcllaser to cC.ns.uniril#e thf>';Offer Srid to aeceptfor paymenfand to pay foiahy
shares of Common .Stock validiy tendered pursuant to !lie Offer an4 notwithdrawn sliall be subject to only
those C()nditions set forth therein. Subject td 'the term$ of the' Merget ~m~pt; !he ·applic1J,b!e.rules aria
regulations of the Commission and t() applicable law, the Piirchaiier rese&~ thci iight t() modify th~. terms' of
the Offer, proVfded that, Witho11f the prior writt~n coitscnt of the Company ai:td except as p;oV:idtlii below;, the
Purchaser may not (i) decrease the Offer Price payable in ~he oire1-, (ii) decrease the number ot' shares of
19

EXHIBIT 6-b

L':-iANl:IIOliS WRITTE;'I; CO;'l;SE;l;T IX LIE(.; OF
SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF
LUKOIL AMERICAS CORPORATION

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As of October 30, 2000
The undersigned, being the sole member of the Board of Dir'"'tors (the ''BoBrd") of Lukoil
Americas Corporatio_n, a Delaware,corporation (the. "Company'?, does hereby consent that when he
shall'have signed this col!Sent, or identical cou_tlterp~ ll_~J. the followJng Res<>lunoris shall then
be de~edti:i bfadopted, to t~e same extent an_d to have-the-same force and off.Cl~ if adopted by
unanimous •·oie al a fonmal=.meeling of the Board duly called and held 'for the plitpose of acting
upo_n. ti!• -proj:ioSat to ~opt such Resolutions, an in accordance with Section 14 l of the General
Cor]loration Law of the State of Delaware:
,·
. ~uthorization of Loan and Pledge Agreements
WHEREAS, Lukoil Finance Limited, a Gibraltor corporatioii,('Lukoil Finance"), has
iigrejd to_loa_ii;to-_th~_Cornpany SS6'·milli_!>n purstia!l(i~ that ceiliijn:Loaii Apment by and
bctween_,theiCompany arid Lukoil Finance ("Loan Agreemenf'),subitantially ini the fonn
ati8ched ~~reto as Ex_!i_!l:>it A;
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S-·=-:;:;-;;~·,.~:"

''IX_l!F:~~S, 0lhe obllga!ion of Ll!!coil Finance 10 make the,Joan is_ ~onditionCil upon the

Compa.!)y~~ri!iii.!!to

that i:Ci'faiii Pledge Agreement (the "Pledge A8ieement"fsubstanti3lly in
the roim ~t~~he<i ilere!ii as Exhibit B; -'
~_!OL}'~l;!.!~! \!)e Company is authorized to enteri!J.IO the_ Loan Agreement and the
P~ge_A&!'~m~!.'which are hereby approved in.-illl• reS)i~!S;~injsiJCh foim, and-with such

=:.=·~:

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§c§".;;

ch]i)gii!,'f!'i]diflcatiQ!!s oradditions thereto, as theofficeiSafthe Company, or-any of:thern, shall.
app~ve, siij:h;approvallo be conclusively establish~ bi"ei<.Cutioli thcreofbyiiny such officer;

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_l'JJR'til]:R i.Ji.SOLvt_D,Jhat_the offi~rs of the CQmpany be, and_cach of them hereby
· is, ;1.!!t!t!>!i~d'a!!'d_ di~iiino'·exee¥i0 Ind <teTiverHor and on behalf of iile"°'Company,;-the Loan
Agrei:irient iliid\thc Pledge Agriii:meni, to negotiate, cau!e to be prepared,. exeeute and deliver,
fof aiijl oi)_ b~l!!lf o(~ Company, iiiy iinciiidmcnt iO tiic Loan Agreement' or the,pfeifge
Agr"-'~•nt to=w_!liph_th~_Cofu"Eiiiiy is a ricces~riii~i'iY. ajid to take=such fi!rt!ier.as!ion as th!'Y or
any of them may deem nec"e$jary or advisable to caiTy ciut'11ie tenns of the Loan'Agroement or
the Pledge Agreement, such dctenninaiion to be conclusively evidenced'by ·the taking of any
siichJunllcraction;
Series A Preferred Stock
WHJ>~AS, the Company has authorized 500 shares of preferred stock, par valueS0.01,
pursuant to its Certificate of Incorporation dat""ed as of October 19, 2000;

0$2191.0i>ol NE\\' y()RK :!16707\•.J

•

CONFIDENTIAL

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LAC 003016

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or change the special powers, preferences, rights pi'h'iteges, restrictions and condllions of the
Series A Preferred. Stock.

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· i\lisrellaneous.
. There is no sinking rund with respect to the Series A Preferr~ Stock.

(a)

(b)
The sha,_es of!he Series A Preferred Stock shall not have any prefe_!:enccs,
voling powers or relatiye, participating. optional, pf!lornptive or otl!•:r special rights except as set
forth above in this Designation and in the Certificate or Incorporation of the Corporation, as
amended.
·

Subscription Agreement
WHEREAS, Lukoil Finance desires to subscribe for 50 shares of the Series A Prererred
Stock p~uantio thiit c~rtajn SubsCi;ptio.i1.Agreemen1 dated QCi9bCr 30, 2000 (tbe "'Subscripticii:i
AgreemC:rii"') substaiitfally iii the foiin attached hereto as Exhihi(C;
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RESOLVEPlthJl lhe Company is authori~li to enter iiiio the Subscription Agreement,
which is hereby ·appfu,(~ in alfr~5p~ts. in siic6
and with such changes, modifications of
iidditio.ns.ihY.,to;-u-lli~officers oftlic Compiiny, aiiy ofUiem,"~~11 approve, such approval IQ'
boconclusively esfablishCd byexecut!on tliercofby ariy such'D.fficer;-and
-

re.ml,

or

'' .~FJJ~TJ:ltaals9i:vE;, th:Gbe

Co~p~y

of

o;.cers of the
be, and each them hereby
is,,authariied;'[e-mail] executeand~livir,
and,on b~half of !he Company, ihe
S11!:>serlpiiot1'Agre!_ljlen~:i~ncgotia~;~~~ !o~be prep~ e_x.~l!te anAd~livcr, for and on'.
.behalf of tll~Coiiipaiiy, any_ameildii1~1toJhe Subscription A8!'~ent towhicli the Company is
a'i[ee~sWypany; ~ fo :lalcC"Such riifl!!~r actioilastheyor ~y:Of.them may deem necessary ;o~
iidvisBbleiito~carryiout;ine'fi~j(,fhhe,·SuJlscnpiion~Agiecli1ent, sui:ti determination to be
.;oncillsivety evid~~~d i>kth'.i:'ia1ci'i! D°tiitr :Su~iuither iicJioii; i:iiil
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;FIJtifHER~REsol'.YED,

1h11t the Staled Value (as defined in the Cenificate of

mare.
"""'--""=-= -- -

Designations) slialfbe$372,ooo"~r
.

far

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Ri:.tricted Covenant oa .Getty Petroleu_m Marketing, Inc. Iadebtedne.ss

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,~£~~. as rurtber indl!Ccment to Lukoil Finance;to enter into the Subscription
Agreeni.;DI. the <;:ompa!)y 1ias '•i!reedt to place certain restrictions on the ability of Golly
Petroleum Marl<cting. Inc•. fo incur indebtedness for botTOWed money once the Compariy
benolicialty owns all the iss11_cd .and ouiStanding capital 'stock of Getty Petroleum Marketing.
Inc.;

RESOLVED, that the Company is authorized to enter into that certain letter agreemenl
between the Company and Lukoil'Finance (the "Lener Agi-eement"), subslantiillly in the fonn
attacheilhereto as;Eishibit D, which is hereby approved in at! re$pects, in such form, and with
§.~.

6
05:?191.0001 N£\\"V01tltl16707v4

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CONFIDENTIAL

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sur::h changes. n10J.ifica1ions or additions thereto, as the officers of the Con1pany, or anfof'~hen'I,
shall approve. such approval to be -conclusjvcly established by execution thereof by any such
officer; and
FURTHER RESOLVED, that the officers of.the Company be, and each of them hereby
is, authorized and directed to execute and deliver, for and ~n behalf of the Company, the Letter
Agreement,. to negotiate, cause to be prepared, ex.Cute and d_~liver,J"or ~d on behalf_of the
Company, any amendment to the Letter Agreement to which the Company is a necessary party,
and to take such funher action as they or any of them may deem necessary or advisable to carry
out the temis of the Letter Agreement, such determination to bliccinclusively evidenced by the
taking ofiiny such further action.

Commori Stock Issuance

~§OLVED, that t])e Company hereby accepts tile],uJ<oil ~ei!_~~s L.L.C., ~ Delaware
limited liability company, subscription for J83 shares of Coinmori Stack-arid the Company shall
issue to Lukoil Americas L'.LC. 183 shares of Common Stock in consideration for s1;s3 in cash,
,V:hich i;orisiderationhas been received in full by the Company.
.-Reimbursement Agreement

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RESOLVED, :that in connection with the subscription of: the Sencs A Preferred Stock,
the Company is auihorized to :enter into <hat certain Reimbiiisem~t Agreement bei'Ween the
CQ.mpl!!)Y::a!)~ Luk_oil c;~Yni.P Trading Ltd. (ihe "'Reimbursement A~em~nt") substantially in
tho form a_~chcd her_eto as Exhibit E.
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RESOLVED, that the officers of'the Company be, and each~of them 0 hereby is,
al!.l)lorj_zect Attll.'empowe~d. in the name and on )?chalf Q{tJ!e-Conipjjjy';!Q'.'go 9r_CBl!SC j9 be_clone
iiiiY:andallsiicft\nctsandthings and:iomake, eXeCute, l!Cl<now[edgeor vilfify;"ilelive!;and record
or: me: any anil ~all'stichf ccrtificiilci, notices,: Statements, conseniS,' insiiiiii)~n!S, do~_uri'teilTs- or
. p~ers;'and:i0:-rransfer ~uch riln!!s or the~C:ompany, as they ~y deej!f.ii~~~.ry or"~~!!!i~!e in
orderJo -consuniinafe tbe "frariSactions approve4 in, iitid;effect 'alkother:thiiigsJntcnded:by, the
fo~gol!\g T(<!Oltiiions, the neJ:~iiy and'desirability of eic;_h:such'ce11jf!£1i!_i:;TnoticC, statejl'ient,
oo]i~m or other instruri!~t, document or pap~f. payment of!'.'2!i_ey,
2"._th~'a~ or thing; ;to be
COiiclusiv~ly evidciiced by ihe-exeiution and deliverjihereofbyanysuch-officeror by his t~ng
s1!£1iI~ction,'and each officer of the Company is hereby authorize4 and eriJpoweri_d, 'in th~_name
·~~n b~llalfofthe Company, to attest or join in the CXC£Ution Of any oral! such_c:enifi~tes,
n(!!if,_es, co~~ts, •nil otherinstruiitents, documents or papers whit;]! shal!_l!.~. so sign~d on be!lalf
of,th°! Company by aiiy offickof the Company, to join in the aclino"'.ledgment or ~crification of
suC:hTcerttfic::atesJ notices, statements, con$ents. and other insbuments, dOcurnents or papers, to
deliver or join in de!ivel'ing the same, and to -execute and deliver any certificate5 or statements
which may be appropriate in connection therewith; and

or:

..

7
0'2191..0001 NE\\' YORK.2lfr707v4

~
,,.
·~; ...............~~~~----------------~....................iiiii..........................lliill!!lll
_,

~;~-=::::-

CONFIDENTIAL

-'f

....

<·~

...~=

t:"!.:sr~

LAC 003022

EXHIBIT 6-c ·.

<DOCUMENT>
<TYPE>l5-12B
<SEQUENCE>l
<FILENAME>OOOl.txt
<DESCRIPTION>FORM 15 RE GETTY PETROLEUM MARKETING INC.
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 1-14990

Getty Petroleum Marketing Inc.
(Exact name of registrant as specified in its charter)
125 Jeric_ho Turnpike
Jericho, New York 11753
[phone]
(~dctress,

including zip code, and telephone number, including

area code, of +egistrant' s principal exe.cuti ve offices)
Common Stock, Par Value $0.01 Per Share
{Title of each class of

securities covered by this Forni)

None
----------~---------------------------------------------------------

(Titles of all other classes of securities.for which a duty to file

reports under section 13(a) of 15(d) remains)
Please place an X in the box(es) to designate· the appropriate
provision{s) relied upon' to terminate or suspend the duty to file reports:

Rule
Rule
Rule
Rule

12g-4 (a)
12g-4(a)
12g-4 (a)
12g-4 (a)

(1)
(1)
(2)
(2)

Approximate

(i)

[X]

(ii)

(i)

[
[

(ii)

[

J
J
J

Rule
Rule
Rule
Rule
Rule

12h-3(b) (1) (i)
12h-3(b) (1) (ii)
12h-3(b) (2) (i)
12h-3(b) (2) (ii)
15d-6

number of holders of record as of the

rule

[X]
[
[
[
[

l
J
l
l

certification or notice

date:
Common Stock - 20,000,000 Shares

.http://www.sec.gov/Archives/edgitr/data/102574 2/000092153001000012/0000921530-01-...

1128/2015

Lukoil Americas Corporation is the
securities listed above as of the date hereof.

sole

holder

of

record

of the

<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Getty Petroleum Marketing Inc. has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.

GETTY PETROLEUM MARKETING INC.·
Date:

January 25, 2001

By:

Isl

Vincent J. DeLaurentis

Vincent J, DeLaurentis
President and Chief Operating Officer

</TEXT>
</DOCUMENT>

http ://WWW.sec. gov/Archives/edgar/data/1025742/000092153001000012/0000921530-01-. ..

1./28/2015

EXHIBIT 7

. EXHIBIT 7-a' .

EXHIBIT 7-a

CONFIDENTIAL
DOCUMENT .
FILED UNDER
SEAL

.. EXHIBIT 7-b

11/9/2009

LUKOIL AMERICAS CORPORATION

CTnc. Delaware 10/20/00)
Directors
Vadim Gluzman
Vincent J. DeLaurentis
Vadim Vorobyev
Officers
Chairman and ChiefExecutive Officer
Vadim Gluzrnan
Pn;sident and Chief Operating Officer
Vincent J. DeLaurentis
Senior Vice President and Chief Financial Officer
Michael K. Hantman
Vice President of Wholesale and New Business Development
Sem Logovinsky
Vice President, General Counsel and Corporate Secretary
Michael G. Lewis
Assistant Corporate Secretary
Joseph Colangelo

[AF]

CONFIDENTIAL

AG0000081

JX0488-0002
LAC 002195

11/9/2009

GETTY PETROLEUM MARKETING INC
(Inc. Maryland 10/1/96)
O.FFlCERS AND DJRl<:CTORS

DIRECTORS
Vadim Gluzman
Sem Logovinsky
· Vincent DeLaurentis
Ilya Borodin

OFFICERS
Chairman of the Board and Chief Executive Officer
Vadim Gluzman
President and Chief Operating Officer
Vincent J. DeLaurentis
Senior Vice President and Chief Financial Officer
Michael K. Hantman
Vice President, Wholesale & New Business Development
Sem Logovinsky
Vice President, General Counsel and Corporate Secretary
Michael G. Lewis

Treasurer
Linda A Raynor
Assistant Corporate Secretary
Joseph Colangelo

[AF]

CONFIDENTIAL

AG0000082

JX0488-0003
LAC 002196

11/9/2009

LUKOIL NORTH AMERICAS LLC
(LLC Delaware 6126107)

Sole Member

Lukoil Americas Corporation

Board of Directors

Vadim Gluzman
Michael G. Lewis
Audrey Bycbenko

Officers

Chairman of the Board
ChiefEi<ecutive Officer
President
Chief Operating Officer
Chief Financial Officer
Senior Vice President
Vice President
Vice President
Treasurer
Secretary
Assistant Secretary

Vadim Gluzman
Vadim Gluzman
Vincent DeLaurentis
Vincent DeLaurentis
Michael Hantman
Michael Hantman
Sem Logovinsky
Michael G. 'Lewis
Linda Raynor
Michael G. Lewis
Joseph Colangelo

[AF]

CONFIDENTIAL

AG0000089

JX0488-001 O
LACOD2203

EXHIBIT 8

EXHIBIT 8-a

02/15/2010 13:56 FAX [phone]

141001

LUKOIL AMERICAS LLC

GEIT'f PETROLEUM MARl<ETING JNC .• o ~ub~idlory of LUKOIL 01' Comony

S.m Lvgr;rtln.:tl(y

Vke Ptnia'1ml Whole.St1/e/Now a115iness Oeveloprt1C!lll

February 15, 2010
BY FACSIMILE
Governor Edward 0. Rendell
225 Main Capitol Buildilig
Hamsburg, PA 11120
Clearfield. PA Ethanol Plant

Dear Governor Rendell;
Thank you for taking the time to meet wi1h me last Friday. As requested, I would like to
present two potential solutions th!lt would sootcre the future of Pennsylvania's first
ethanol plant and permit Getty Petroleum Marketing Inc. (Getty) to purchase the offi:ake
at competitive market prices;:
!.

The State buys 100% of the outstanding debt at a discoun.t (i.e., $205MM less
discow1t to be negotiated with lenders) and becomes the majority owner of the
Clearfield plant. The plant will sell ethanol to Getty under its long term

contract at market prices. Under this scenario, the State would recover its
initial investment with S°h interest within 5 to 7 years .. Thereafter, the State
will benefit from $25MM to $30MM cash flow per year.
·
·

2.

Altematively, the State invests SQ additional S25MM to $50MM to reduce the
amount of the outstanding debt. The State and Bionol Clearfield LLC would
negotiate with lenders to discount the principal and extend the maturity of the
loans. The plant will sell the ethanol to Getty under its long term contract at
market prices. The State would guaranty repayment of the restructured debt
in return for .a majority stake in the plani After repayment of 1he new loan,
the State and Bionol will benefit from $25MM to $30MM ca$h flow per year.
¥

-~·~··

These proposals and the financial mode!Sthal support them are complex. Therefo;.,, it is
esseatial that we meet again soon prior to engaging all parties. I will call you on Monday
to discuss.

\
'ate yoilr efforts to help resolve this important matter.

Lukoil Plaza• 1500 ftempstead Turnpike• Easl Meodow, New York 11 554 WTel: {516} 542-5200 MFax: (516) SJ:i-8440

CONFIDENTIAL

LUK0289667

JX0959-0002
LAC 001969

EXHIBIT 8-b

·EXHIBIT 8-b

CONFIDENTIAL
DOCUMENT
FILED UNDER
SEAL

EXHIBIT 8-c

GETTY PETROLEUM MARKETING INC. (GETTY) THROUGHPUT AGREEMENT
\VITH: Sunoco, Inc. (R&M) (Sunoco)·
1735 f\.farkct. Street
Philadelphia, PA 19103

GETTY AGREEMENT:
DATE: 3111105
Revised 1111107

Sunoco delivers toe'----------'G"e"tt,_,yL''-'-N'-e'-w=ar=-k=,"N_,,J,______________~approximately
BARRELS PER MONTII

OF

As Agreed
Sunoco deliv.m to:
BARRELS PER MONTH

PRODUCT

PIPELINE

x
x

RBOB
PBOB
Ethanol

As Agreed
As Agreed

Getty, Rensselaer
OF

220
27

As agreed

x

x

approximately
BARGE
PIPELINE

PRODUCT

TRUCK

x

RBOB
PBOB
Ethanol

ULSD

27

BIG~ IUCK i

x.
x
x

x

and Sunoco withdraws this product in 1he fonn ofethanol blended RFG and UI.SD for which Sunoco pays a throughput foe of:

1)35, 7 cents per barrel delivered into Qetty. Ne\vark. NJ

Other

2) 29 .4 Cents per barrel withdrawn from Rensselaer NY
1)
2)
3)

TERM:INALCOMPANY: Getty Petroleum Marketing Inc.

Sunoco agrees 1o pay Getty S0.0030 per gallon for LAC
additive nnd S0.0040 per gallon 140% LAC ns product is
loaded at the rack into their trucks.
Getty, Newark NJ has a max. draft ofl I feet mean low
water. R~ealaer NY ha., a draft of XXXXXX Please
schOOule barges accordingly.
Cold flow additive will be injected to ULSD at
Till'Oughputters option al n fee of$0.025 pci: gallon.

THROUGHPUTfNG
COMPANY: Sun"oco, Inc. (R&M)

Period: Five and one halfmonthsc0Jlll1lencing on November 1, 2007 and concluding on April 15, 2007. The Agreement will remain in effect unless either party
provides to the other a written notice of cancellation at least sixty (60) days prior to the expiration of the initial or anytime there after. No changes to the tenns and
condition/! ofthis Agreement shall become effective unless they are in writing and l!igned by the parties hereto. Jn tl1e event of either party withdrawing from Marketing
in the area supplied by the termirni1, the v.ithdrnwingparty may in writing give the other party sixty (60) days notice to cancel this Agreement. In the event Tenninnl
Company decides to sell or close it's terminal, TelDlinnl Company must give Througbpulting Company sixty (60) daywrittennotice1o cancel this Agt"<:em<:nt and in
such event, Terminal Company will make best efforts to provide for tenninalling services forTbroughputting Company.
PRODUCT SPECIFICATIONS: 1) RBOB & PBOB- Meeting Colonial Pipeline Specification.<; for RBOB & PBOB to be blended with either 10% ethanol or 5.7%
ethanol for Rensselaer and Newark. Both parties to this Agreement agree that the product shall conform to the prevailing Buckeye Pipeline Company specification for
RBOB & PBOB delivered to the Long Island SysteRL2) ETHANOL- Meeting ASTM D-4806 Spa.ifil':ations for Etlnm.ol.
ACCOUNTING INSTRUCIIQNS·
Getty forn-ards supporting documents to:

Sunoco, Inc. (R&f\.i)
forwards suppOrting documents to:

Sunoco, Inc. (R&M)
1818 Market Street
Philadelphia, PA 19103

Getty Petroleum Marketing Inc.
1500 Hempstead Turnpike
East Meadow, NY 11,554

ATIN: WnyneFrea.<;
PHONE: [phone]
FAX: [phone]

ATI'N: Accounting
PHONE: [phone]
FAX:
516-832-8672

Tenninal Company will issue a Product Throughput Statement on a monthly basis; reconciliation ill required within 10 days ofrereipt ofthe Product ThrOughput
Statement. In the event that this agreement is canceled, the Througbputting Company shall be liable for all charges up to and including the date of cancellation.
ADDmONAL PROVISIONS:
See ATTACHMENTS A & D
Attachments A & Dare hereby made a prut of1his Agreement.
PLEASE REruRN ONE .SIGNED COPY TO ISSUING OFFICE

SUNOCO, INC. (R&M)

CONFIDENTIAL

GETIY PETROLEUM MARKETING INC.

LUK0024187

BY:
TITLE:

DATE:
1-fgr Diruibution Planning

BY: AndrewPaymer

DATE:

TITLE: DirectorofProductSupply& Trading

The remaining provisiolis of this Agreement are attached to this sheet unless otherv.ise noted.

CONFIDENTIAL

LUK0024188

EXHIBIT 9 .

EXHIBIT9-a

EXHIBIT 9-a

·CONFIDENTIAL
'DOCUMENT
FILED UNDER
SEAL

EXHIBIT 9-b

EXHIBIT 9-b

CONFIDENTIAL
·DOCUMENT
FILED UNDER
SEAL

EXHIBIT 10

EXHIBIT 10-a

April 14, 2099 14: 11

No. 5628

p. 1

LUKOIL
OIL COMPANY

MINUTES No. VN-25p
of the meeting of First Vice President V.I. Nekrasov
March 26, 2009

Moscow

PRESENT:
Vice President - Director of the
Main Department of Economics and Planning

G.S. Fedotov

·Deputy Director of the
MDEP -Director of Department of Refinement and Sales Economy

A.A. Bychenko

Director of the DIAOI

A.V. Gaydamaka

Director of the Strategic Development Department

AB. Stepanov

Vice President of LUKOIL-Americas

S. Logovinsky

!. Consideration of the Retail Business Reorganization Plan in the USA.
Having heard information about the Reorganization Plan

DECIDED:

I. To generally approve the proposed arrangement for the reorganization of the retail business in
the USA and the program to improve the efficiency of business units taking into account the
debt financing scheme .(Appendix 1).
2. Note the environmental and property risks arising when sub-leasing gas stations to third
parties. Instruct Vice President V.S. Gluzman to conduct work to assess and minimize such
risks.
3. Instruct Vice President V. S. Gluzman to provide the MDEP and GUSRIA with additional
analytical materials containing the dynamics of commercial, general and administrative
expenses
EXHIBIT

JX1S3T
Adv,Proc. No.11-4129'1 {SCC)

JX0183T-0001
LAC 002111

April 14, 2099 14: II

No. 5628

p.2

of LUKOIL-Americas in the format proposed by GUSRIA - the actual level since 2004 and
the targets forthe period 2009-2013 per ton ofretail sales arid for I gas station.
4. Instruct Vice President V.S. Gluzman to appeal to JSC LUKOIL President V.Y. Alekperov in
order to resolve the issue of whether it is advisable to preserve blending operations within the
sphere of responsibility of LUKOIL-Americas.
5. Instruct Vice President V.S. Gluzman jointly with Vice President A.K. Matytsyn and GUPO
Director I.A. Maslyaev to investigate the possibility of financing the proposed Restructuring
Plan without a contribution to charter capital. In the event it is necessary to increase charter
capital, submit this matter to the Restructuring Committee of the LUKOIL Group for
consideration along with the appropriate feasibility study.
6. Taking into account the decisions adopted on clauses 1-5, instruct:
6.1. Vice President V.S. Gluzman to present ihe MDEP with an upd~ted draft budget for
LU\( OIL-Americas for 2009 on a quarterly basis in order to ensure the implementation of
the approved program to improve the efficiency of the company's business units as well as
the schedule for repaying outstanding loans and interest thereon (financial model).
6.2. Vice President G.S. Fedotov to earmark the funds in the current budgets and Investment
Program that are required to implement the business reorganization plan of LUKOILAmericas.
6.3. Instruct Vice President AK. Matytsyn to ensure the provision of financing for the
activities of LUKOIL-Americas in accordance with the budgets and loan repayment
schedules that were coordinated in the prescribed manner.
7. Instruct Vice President V.N. Vorobyov and MDEP DRSE Director A.A. Bychenko to monitor
the unconditional implementation of the deadlines and results when carrying out the measures
described in the Restructuring Plan.

First Vice President

[signed]

V.I. Nekrasov

JXO 183T-0002
LAC 002112

STATl':ofNEWY.bR'K

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EXHIBIT 10-b

11-02941-scc

Doc 1-2

Filed 12/29/11 Entered 12/29/1117:07:44
1of5
·

Exhibit F

Pg

HOULIHAN LOKEY

As of November 13, 2009.
Board of Directors
Getty Petroleum Marketing Inc.
1500 Hempstead Turnpike
East Meadow, NY 11554
Dear Members of the Board of Directors: ·
We understand that Getty Petroleum Marketing Inc.. (the "Company") ancl LUKOIL North
America LLC (the "Acquiro1'') propose to enter into the Agreement (defined below) pursuant to· which,
among other things, the Acquiior will (i) purchase fee sin1ple interests in 161 parcels of rea[ property, (ii)
.purchase 164 leasehold interests of the Company, (iii) take an assignment of and assume all of the
·Assumed Operator and· Supply Agreements (as defined in the Agreement), iucluding · all of the
Company's rights and obligations to supply 178 .additional properties, which the Company neither owns
or leases, (iv) purchase certain equipment and other personal property assets of the Company associated
with the Purchased Premises (as defined in the Agreement) or any other premises to which an Assumed
Operator and Supply Agreement relates, (v) take an assignment of 9 mortgages of the Company relating
to certain retail motor fuel fucilities located in New Jersey and purchase certain notes secured thereby (the
"Notes"; such assets described in clauses (i) through (v), the "Assets''), (vi) acquire all of the outstandiug
capital stock of Kingston Oil Supply Corp. ("KOSCO"), (viii) sublease the Lt1KOIL. Getty a11d other
trademarks licensed to the Company pursuant to the Tradeirufrk License Agreements (as defined in the
Agreement), (viii). purchase the Lukoil Americas Headquarters LLC property located at 1500 Hempstead
Turnpike, New York, NY 11754 and take assignment ofthe Getty Headquarters Lease (as defined in the
Agreement), (ix) take an assignment of and assume the office lease at 302 Haiper Drive, Moorestown, NJ
and (x} assume certain liabilities specified in the Agreement relating to the Assets (the "Liabilities"}
(collectively, the "Transaction'') for $130,753.000 in cash (the "Consideration"), subject to certain
adjustments as provided for in the Agreement.
·
You have requested that Houlihan Lokey Howard & Zukin Financial Advisors, htc. ("Houlihan
Lokey") provide an opinion (the "Opiuion"J as to whether, as of the date hereof, the Consideration to be
received by the Company in the Transaction pursuant to the Agreement is fuir to the Company from a
financial point of view.
·

In connection with this Opinion, we have made such reviews, ana lySes and inquiries as we have
deemed necessary and appropriate under the circumstances. Among other things, we have:
I. reviewed the following agreements and documents:
a.

2.o\< II.irk

Purchase and Sale Agreement dated as of November 13, 2009 by and between the Company
and the Acquiror (the "Original Ai,oreement"J; ·

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11-02941-scc

Doc 1-2

Filed 12/29/11 Entered 12/29/1117:07:44
2 of 5
·

Exhibit F

Pg

As of November 13, 2009

b. Amendment No. I to the Purchase and Sale Agreement dated as of November 13, 2009 by
and between the Company and the Acquiror (the "Amendment" and, together with the
Original Agreement, the '·Agreement'');
c,

Appraisal (the "Headqnarters Appraisal") dated Nov.ember 11, 2009 relating to the building
valuation at 1500 Hempstead Turnpike, East Meadow. NY (the "Headquarters");

2. reviewed certain infonnation relating to the historical, current and future operations, financial
condition and prospects of KOSCO made available to us by the Company, including financial
projections prepared by the management of the Company relating to KOSCO for the fiscal years
·
ending 2009 and 20 l O;
3. reviewed certain information relating to the historical, current and future operations of the Assets
prepared by the management of the Company, including assumptions relating to the future
revenue and operating costs associated with the Assets (the "Asset Model");
4. spoken with certain members of the management of the Company regarding the respective
businesses,. operations, financial condition and prospects of KOSCO and the Assets, the

Transaction and related matters;
5. compared the financial and operating performance of KOSCO with that of public companies that
we deemed to be relevant;
6. considered the publicly available financial terms of certain transactions that we deemed to be
relevant;
7. reviewed a certificate addressed to us from senior management of the Company which contains,
·among other things. representations regarding the accuracy of the information, data and other
materials (financial or 'otherwise) provided to, or discussed with, us by or on behalf of tl1e
Company; and
8. conducted such other financial studies, analyses and inquiries and considered such other
information and factors as we deemed appropriate.
We have relied upon and assumed, without independent verification, the accuracy and
completeness of all data, material and other infonnation furnished, or otherwise made available, to us,
discussed with or reviewed by us, or publicly available, and do not assume any responsibility with respect
to such data, material and other infonnation. In addition, 1nanagement of the Company has advised us,
and we have assumed, that the financial projections reviewed by us have been reasonably prepared in
good faith on bases reflecting the best currently available estimates and judgments of such management
as to the !Uture financial results and condition of KOSCO and the revenue and operating costs associated
with the Assets, and we express no opinion with respect to such projections, the assumptions on which
they are based or the assumptions underlying the Asset Model. We have relied upon and assumed,
without independent verification, that there has· been no change in the (i) business, assets, liabilities.
financial condition, results of operations, cash flows or prospects of KOSCO since the date of the niost
recent financial statements provided to us and (ii) revenue and operating costs associated with the Assets
since August 31, 2009, in each case that would be material to our analyses or this Opinion, and that there
is no infonnation or any fitcti; that would make any of the information reviewed by us incomplete or

2

11-02941-scc

Doc 1-2

Filed 12/29/11

Entered 12/29/1117:07:44

Exhibit F

Pg

3 of5

As of November 13, 2009

misleading. We have not considered any aspect or implication of any transaction to which the Company
may be a party (other than as specifically described herein with respect to the Transaction) ..
We have relied upon and assumed, without independent verification, that (a) the representations
and warranties of each party to the Agreement and all other related documents and instruments that are
referred to therein are true and correct, (b) each party to the Agreement and other related documents and
instruments will fully and timely perform all of the covenants and agreementS required to be performed
by such party, (c} all conditions to the consummation of the Transaction will be satisfied without waiver
thereot; and (d) tl1e Transaction will be consummated in a timely manner in accordance with the terms
described in. the a1,'!"eements and documents provided to us, without any amendments or modifications
thereto. We also have relied upon and assumed, without independent verification, that (i) the Transaction
will be consummated in a manner that complies in all respects with all applicable international, federal
and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and
approvals necessary for the consummation of the Transaction will .be obtained and that no delay,

limitations, restrictions or conditions will be in1posed or amendments, modifications or waivers made that
would have an effect on the Company that would be material to our analyses or this Opinion.
Furthermore, in co1mection with this Opinion, we have not been requested to make, and have not
made, any physical i0spectiori ·or independent appraisal or evaluation of.any of the assets, properties or
liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company, the Acquiror or
any other party, including the Liabilities, nor were we provided wiih any such appraisal or eV.luation,
other than the Headquarters Appraisal. For purposes of this Opinion, we have a received a copy of the
Headquarters Appraisal, and we have relied upon and assumed, without independent verification, the
accuracy of the conclusions set ·forth therein. We are not real estate appraisers, and do not express any
opinion with respect to·such subject matter. !fthe conclusions set forth in said appraisal are not accurate,
the conclusion set forth in this Opinion coulc;l be materially affected. We have assumed, with .. your
consent, that the value of the non KOSCO related working capital adjustments, together with the value of
the non KOSCO related Liabilities is, in the aggregate, no less than $41.660 million. In addition, we have
assumed, with your consent, that (i) the aggregate value of the Notes are equal to their aggregate face
valµe, and (ii) the Delayed' Closing (as defined in the Amendment}, will occur on a date that will not
result in a material dimunition of value of the Purchase Price in light of our analysis not applying any
present value discount to the amount of such Purchase Price to be paid atthe Delayed Closing. We did
not estimate, and express no opinion regarding, the liquidation value of any entity. We have undertaken
no independent analysis of any potential or actual litigation, regulatory action, possible unasserted clai1ns
o.r other contingent liabilities, to which the Company or the Acquiror is or may be a party or is or may be

subject: or of any governroCntal investigation of any possible unasserted clain1S or other contingent
liabilities to which the Company or the Acquiror is or may be a ·party or is or may be subject.
i

We have not been requested to, and did not, (a) initiate or participate in any discussions or
negotiations with, or solicit any indications of interest from, third parties with respect to the Transaction,
the assets, businesses or operations of the Company or any other party, or any alternatives to the
Transaction, (b) negotiate the terms of the Transaction, or (c) advise the Board of Directors of the
Company or any other party ·with respect to alternatives to the Transaction. This Opinion is necessarily
based on financial, economic, market and other conditions as in effeci on, and fue information made
available to us as of, the date hereof.· We have not undertaken, and are under no obligat\on, to update,
revise, reaffirm or withdraw this Opinion, or otherwise comment on or consider events occurring after fue
date hereof;

3

11-02941-scc

Doc 1-2 . Filed 12/29/11

Entered 12129/1117:07:44

Exhibit F

Pg

4 of 5
As.of November 13, 2009

This Opinion is tUrnisbed solely for the use and benefit of the Board of Directors of the Company
in connection with its consideration of the Transaction and may not be relied upon by any other person or
used for any other purpose without our prior written consent. This Opinion should not be construed as
creating any fiduciary duty on Houlihan t:,okey's part to any party. This Opinio~ is· not intended to be, and
does not constitute, a recommendation to the Board of Directors of the Company, any security holder or
any other person as to how to act or vote with respect to any matter relating to the Transaction. This
Opinion may not· be disclosed, reproduced, disseminated, ·quoted, summarized or referred to at any time,
in any manner or for any purpose, nor shall any references to Houlihan Lokey or any of its affiliates be ·
made, without the prior written consent of Houlihan Lokey.
In the ordinary course of business, certain of our affiliates, as well as investment funds in which
they may have financial interests, may acquire, hold or sell. long or short positions, or trade or otherwise
effect transactions, in debt, equity, and other securities and financial instruments (including loans and
other obligations) of, or investments in. the Company. the Acquiror, or any other par!Y that may be
involved in the Transaction and their respective affiliates or any currency or cornmodity that may be
involved in the Transaction.
Houlihan Lokey has in the past provided and is currently providing investment banking. financial
advisory and other financial services to the Company, tor which Houlihan Lokey has received, and may
receive, .compensation. Houlihan Lokey may provide investment banking, financial advisory and other
fmaricial services to the Company and other participants in the Transaction and certain of their respective
affiliates in the future, for which Ho.ulihan Lokey may receive coµipensation.
In addition, we will receive Ii fee for rendering this Opinion, which is not contingent upon the
successfui completion of the Transaction. The Company has agreed to reimburse certain of our expenses
and to indemnify us and certain related parties .for certain potential liabilities arising out of our
engagement.
We have not been.requested to opine as to, and this Opinion does not express an opinion as to or
otherwise address, among other things: (i) the underlying business decision of the Company, the
Acquiror, their respective security holders or any other party to proceed with or effect the Transaction, (ii)
the terms of any arrangements, understandings; agreements or documents related to, or the form or any
other portion or aspect of, the Transaction or otherwise (other than the Consideration to the extent
expressly specified herein), (iii) the fairness of any portion or asped of the Transaction to the holders of
any class of securities, creditors or other constituencies of the Company or the Acquiror. or to any.other
party, except as expressly set forth in the last sentence of this Opinion, (iv) the relative merits of the
"Transaction as compared to .any alternative business strategies that might exist for the Company, the
Acquiror or any other party or the effect of any other transaction in which the Company, the Acquiror or
any other party might engage, (v) the fairness of any portion or aspect of the Transaction to any one class
or group of the Company's or any other party's security holders vis-a-vis any other class or group of the
Company's or such other party's security holders (including, without limitation, the allocation of any
consideration amongst or within such classes or groups bf security holders), (vi) whether or not the
Company, the Acquiror, their respective security holders or any other party is receiving or paying
reasonably equivalent value in the Transaction, (vii) the solvency, creditworthiness or fair value of the
Company, the Acquiror or any other participant in the Transaction under any applicable laws relating to
bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or
otherwise, of the amount or nature of any compensation to or consideration payable to or received by any
otlicers, directors or employees of any party to the ·Transaction, any class of such persons or any other
party, relative to the Consideration or otherwise. Furthermore, no opinion. counsel or interpretation is

4

11-02941-scc

Doc 1-2

Filed 12/29/11

Entered 12129/1117:07:44

Exhibit F

Pg

5 of 5
As of November 13, 2009

intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional
advice. It is assumed that such opinions, counsel or interpretations have been or will be obtained front tl1e
appropriate professional sources. Furthermore, we have relied, witl1 your consent, on the assessments by
the Company, the Acquiror. their respective 3.dvisers, as to all legal. regulatory, accounting, insurance and
tax matters with respect to the Company, the Acquiror and the Transaction. 111e issuance of this Opinion
was approved by a committee authorized to approve opinions oflhis nature.
Based upon and subject to the foregoing, and in reliance thereon, it is our opinion that, as of the
date hereof, the Consideration to be received by the Company in the Transaction pursuant to the
Agreement is fair to the Company from a financial point of view.
Very truly yours,

HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISRORS, INC.

{~[,,,{Lui /~<~ 1-2,._ft.;._ rcMCW(A.Q

5

,4lv;!)£1'-0 > ~( •

EXHIBIT 10-c . . .

ATIORNEV-CUENT PRIVILEGED - DO NOT FORWARD wrrHour PERMISSION

Lukoil Americas Corp.
Restructuring Plan
Based on Ffnanclal [?ata as of September 30, 2009

E:ict!ngulsh long-

tenn debt of $1-46
·mllllon.

Lukoll l>torlh
~ae;lt
Am~rfca lLC qena1SmrpiBI.

CAO Lu oi
eqully
Jnfusfol) of
$340 million
and$40

mil/Ion
reVO{ver,

I LNAj .

Getly
Petroleum

i77rrillia1lerm!CM

"""""""'

'""""'""'

MarlteUnglnc.

lril!fm ct$10rnnlcn.

('Getty")

$120 million nDt cash

Summary:
~Getty Will retain 963 outlets, of which 836 are under a master lease with Getly Realty Corp. 48 areJeased from other lh!.rd

parties and 79 are under supply contracfs with distributors. Negotfatlons to restructure the master lease to improve 1he
e&bnomics of this operation have been unsuccessful, Therefore, except for those oullels ct.11ren1ly ope1ated by
•
wholesalers and certain closed sites, Getty wlll market the remaining ouUets io distributors over an 18 month period.
, Getty wlll supply petroleum products to certain of the outlets transferPlrf and wlll aHEmpt to collect rental income equal
to the rent and real estate taxes paid under 1he master le$e. The first such transfer occurred on June 1, 2009 to
Green Valley lLC.
.
·
Getty Wiii sell or assign 78 other outlets (2 fee, 55 Jeased and 21 supply conltacls) to two distributors.
-Getty will sell all of ilS remah1iog operations, including 511 outlets, the KOSCO heating oil busJness and lls corporate
headRuarters build!ng to LNA.at fair value, which Is estlmO!ed io be $120 million (assets of $194 rrollion Jess
environmental and other lle.bll.ities of $74 million).
w

Getty and LNA will buy their petroleum product requirements principally from Lukoll International Trading and
Supply Company ("LITASC0'?, an Indirect wholly owned 5Ubsidial)' of
Lukoil.

oAci

~ LNA will

enter into credit agreements <;_omprised of a $77 million term·foan and $80 million revolver to
acquire the operations from Gelty. OAO LukoK has committed capital of $70 mlliion to LNA.

- Getty will use netsa°Jes proceeds of$120 million and anAugust20D9 cash infusion of$340 milrion from its
parent to extingvlsh $146 mmlon of longwterm debt Outstanding a~unts under the $325 minion revolviig credit
facilities wefe extinguish ad ln September 2009.

NEW FJNANGIN G RECAP fin mllllonsl:
GETTY:

EQUITY
REVOLVER

LNA:

$340

!!!!

S380

EQUITY
iERMLOAtil

REVOLVER ·

CONFIDENTIAL (per 2004 MDL 1358 Order) - FOR OUTSIDE COUNSEL ONLY

570
77

. !II

=

EXHIBIT-

lo
LAC 004170

· ·EXHIBIT 10-d

Page 1739
1

:Z

UNITED .STATES BANKRUPTCY COURT
SOUTHERN DISTRICT .QF NEW YORK

s

-------------------------x
In Re;
.GETTY PETROLEUM

Cbapte;r 11
No. 11-15606 (SCC)

MARKETING, INC.' et al.'
6

Debtors.

(Jointly 'Administered)

7

---------.----.-.-~-.---------x

e;

GETTY PE.TROLEUM
MARKETING, INC .. , et al.,

s·

Pl:aintiffs,
vs •.

J,Q

11

12

·14

LUKOIL AMERICAS
CORl?OAATION, LUKOIL NORTH
AMERICA LLC, OAO LUKOIL,
VINCENT DE LAURENTIS, VADIM
GLUZMAN I MICHAEL HANTMAN·
.·
.
.
I
. MICHAEL LEWI$ ;;irtg $IMON
LOGQVIN$KY,

:15

:1.6

Adversary Proceeding
No .. 11-02941 (SCCJ

De·f.enc:J.9nts.
.--.--.--.----.--.--.--.-.-.--.-.-.,---.--¥·

TRANSCR.IPT OF PJ:'QCEEDIWGS

.17
.18

New York! NE:!W Xo:i;:l<
\June 5 ,_ 2013

.lS

2.0

21
. 22

B.EFORE:

'r:he Hon, $f.IELI¥Y c. CHAP:Ml\.N
B.;;inkr:optc.y Co:o.rt Judge

.

23

24

Reported by:
Bonnie Prvszyosl\:i., RMR
JOB NO.

15154$

.a7J-T02-9580

LAC 001506

·Page. 1808

Page 181l9

Driscoll -D.irect .. Davis,
Q Jfyoµ cou,J(i.tJ.1rn !o 'El<llibil:JX'?-49·
.in: your·witnc.s:(l:i.indc;r.
A .Okay.

.§

:Otj_i;;cOH ~~¢t.- P-<!i¥i~s:
obligations.
Q Did Mr:·GJuzman.o.ertell you-whether
GPM!'s tllt)!Illll<>parenl, O.AP LukoU, had ~pproycd
of!his plM to-.either renegotiate the master );] :J9

G

lease· or restructure GPMI?

.Exlii~it JX-549'.I

1

'

.3

•

w

A

Y~\i· T-wac;.ac;<l;mJ.IJy .~v;tm a

iimelino. There: was;a;cwhol• longj>erioil of fan•
W~Of!' W" )wg (&agree or it )',';IS go.ip$ IQ ~

consider:ed in MoBPPW~ 'and th\::n. Pllce itw.~
1l :20
decided, there was- no. tunUlig' backfton1 the t.oa.a.
.Ao.41 \Y"~ ~\vwe;-Q.f l If® re~ll co}:J.versij.tio;n~
wb~l w~s being told, llllay,, w~ er~ going to !\O
decidq, so lf you guys arell't going to dolt, then
-#

Q .ME.Prn<coll, do yau,recognlze

·•

•

10
11

·12

r~~" Qnee we piake·the de!Ci!ti.on. .it s irrevPQa:PJ~~ Jl ;20
1

.Did You-cv:er .sUllllilarize-.in·~Y.dting

.Q

Wliiit N;,:GJ\!Zajan )l9g injtla(ly to\d )'9\l ~lxrnt hjs
i!J.te1)(im1s to res!n\cture QPMI if O?tty RO!!l(y
didn't a~e to renegotiate the 1nastei: Jense'l
Yy~,.

A

A

]\:;n

·Y~s,fdo,

Aud what is .thls OKliioit?
A '.Ws one of.my r.aremetnos, that I
,vw.te QJ1 D.ecf;l.Il.ber4fl1;. ~.00~....~~t"Mf, Lieb9,vitz;, 11:21
sum!lllUizfuj\ what f1biitlnva~.allleeting bµt.max
P<i!-Yi; ~n a .P~.91!~ .ci;ilt. ~Y .t:¢collectjQ_~1 i.s Jt1~·¥·
.~ l1lllch m.eetin~ ~itlr:M:r. Gr\lZPlBn.
·
Q J.\nd:wh<m does 1his 1neillo dat• fiorn.?
A DC.ccml:icr4th;2007.
1]<21
Q What vms y®'·umlerlitaniliug .of·what
•vonld hllppen. to·GPMI itGetty Roalty dichl't !lgree .
t9~ren~g9tjat~ 111~m1=iSt.e.i:J~0:&.e Jtn.d;GJ>-W was 'tl1en
.reslnlciured.bUhe ·rnan\lertltat Mr. 'Gluzm/illhad
Q

-e~{alljed.tQ yQu?

ll ;,~1
A Well, I mean ~·1\l~y·wo.n1!f ~ ifsiJ1

1 &.r.11·.P.:P~·~ "bj.~ :r:ner.nq ~'rit.e.l;', b~ 1_1~20.

.T.<lo pcC(L~io_nal_ly write memos or·e--mail.s. to-pe.ople
Sun111laiiZing-cOD.Vetsat1011s. J'm. Sure that! -sent

bullet-two. GPMi: \\'ill sell wlmtev.er fiOn·Getty

on~ pr ."h-xo·of thqse· ·~o Mr; Li".ebo).yil;z~ ·who ·)}~s:the

.~sets

chiof.exeouli\l'.<>~eer of the company at th<>

opey<@.
Q· bid Mi: Gluzmlll1 e•er make any

tiiP.~·

·JJ:~O

to !J: ·sj·~t~·COfll~)' im<J .C9J1Wlµ~ tP

·I

,
'
•
•
7

'

1~

11

12

Driscoll-· Oirett - Davis

~e it C}!'.pli~illy clear-~t so

:intentions to· c.ontinue:to $el'Ve.as·the Jilfirt1ate

varent;if GP/0t?
~o. He~de il9Jear, Mr. (HUZI)lan

11:22

made ite!earthat if1his plan went-forward, the11
Q.n.~ ·lb..ey co~plqJ.e4 ·!heir .rt1$tiw;.turfug;of
iemovJng ~le.,assets from GPMI,J:hen.ihe planwould
be to. continue to. holdit:fur one yeru:;.whic11 he
as~·µi~ Uwt the_la.wy~$. J.yqe.rero.1itlng him iQ: i.1;.22

do,Jllld:then ihafh<,.wonldth<ir- JJien the
ll)l•#ti0n wal" to seU OPlvlJ 1o "1\Yon• they 001!14

13

,sell itto,

i<

.11:

9

lO

11

;lS

1.:1.

••
,,

lo.og ~S; OAO
Lukoil owned·GP.M!,;GPMiwould rt>illain cuttent.01i
~lfiti; o\>lig~\io.ns uQ,der the .masterle;!SO.
Q Di<tyou belieV¢ Qiai '.Mi;. ·Ghizman ll ::n
ivould be:ti.'bleto ca.try .outbis _plan.to restructure
GPMI as J1ehad·des.c!i.J:>ed jtto·yon?
.A !thought ihvould.be very difficult
\orthei11 to dcr .©· There i$ areteJ:cn<;d!l\!lii
J)10!Uo·wh.~el .sugzestc4 thatt\Jeywould. - ·they 11.:;l;
·were \Villihg, essehtinJ~y, ·to in'lp.lic"itly gi~e it
-~Vf!:i.y· .for ~t(l~o;r n9. ~.~9,~.i;a.,qon.

.Q

1'

pps~9ll- p.irec~ ~ ;o~~~~-

1

:r~¢~tjons tQ·y9µ aPa~,t·OAQ LJJk9.H!~

/;

H:22

·Page 1811

·Page. 1810
.?

I

.

Did Mt..
Gluziitrui. ever tell yi>u ·lhat
L1ll<oil \\~J,J!ofu$ to nl!ow Gl'MI !\>~ fo;
l ):22
nama:uvteywhileit W'IS O'\Wed by LJJkOil?
A. You kn.Cr% thct-e"'\Vere '1arious
iterotio.ns Qf)hflt. !;orly !lD, I ihinl<wiorto
.this memo, there was.convetsation.around ihe fuel
tl1attM Ji~r!'JMo!il<l 1101~oµtiJiue10 Sl)pj)oj't i)::i')
U1~e Jossesfo.ri:vei;..an<l.i\ w.as pQssibloihai
,GPMl lllight.haveto f'tlo !or bankruptcy.
When w•'!JJroe<! µp the volun:w, .ifyoJJ.
><11l, o!) thai, and th< q,µestioning .on t;hat,:il
was-, Mr. i}Iuzman. tnll.de it olerui and oontinuea to. 11'23'

.o.ne oftheihil:igsl challeugedJrim
04~ \l.1JeD.. :tolclrue they \\iere.g6~g t6 sell GFMI',
.he

vms ·tha.t. y.o.u l<!iow, who won1.d >''ant t1> wr a.
-comp~y, that.is lo.sing aS.ntooh'.
.moneY.

1!;24

asy.o.u:tell

Jti.!!·if·.S1Q.s4J.g; ~Q. tJiaf:S·'?!'P.en V{.C1}~di,b~
cop.y~tion.f!I"o.undr.yoiJ lµiow;'th.G~'-are·p~gple
llil~}~ou

won't likeihem veq 1i1uclr1 but there is
11:24
And, you !wow, woj.ust·-tltat was
sett of the 11ature of the conv.ersatiom 'that we
.11041:>!\Ck ang fo.rth.
Q And the.reference to son1eoneyou
Vf9P.'t.~~· very .Nucl}", was:!~ yQJlr:im.1'.1~4.i~~ 11.;24
)Qls ofPePP.le !h~t liq Qiat.so)'.lo.f thing..

25

.a1J-T02-9:;'>SO

l9

LAC 001524

Page 1813

Bage. 1.8.12

1

'

,
·''
3

1

•
;
).Q

11
-~·?
l~

14

,.

1>
. 1"1

1

P!iS~oll - Pir~t - P~vi:•

•

·thafthe imp'liootion·wa6·th.at GPM! <>l).uld ·~ SQld
to son1eo1ie who '\iould takelhe .company into.
QlulknlptCy2
A Mor~ than that, b.ui --110\ only W<:e lU4
it into. banla:aptcy. but .if·you are ~M if you 1vete

.,

.;;;it.~it:i_g. i11 ·9yr :$.P.es s~~~ically .nt .th.al
pitticul~ point in lline~_1h'e.risk .was an

•

Drlsooll - Oiteet-Davls
GP.fyll1s b~lanc:c-.sh~et.ba,vil:!S ~· \)'e didtfthave

3

.spc.c.ific.rm1nbeni Qn :this. but ha.virtg,_ y.ti:U knP\y,

'

plw; or miriuB 400'° t>OO .mit.fi9n..<IQilar1>V,'O.f!h.of

.5

aggre.8$\v~ litig0!org<1ii)g --. \akil)g it iu.!q

·~ptc,y, frQ!ll o.ur perspe\l:tive;and:llttempting 11:25
to .challenge the unitary nature ofthe master
1.el!!le. )V\licl! '.)'ovl<\ t!ieof!'tici\lly )'Ollllit.tll<!n ll:ie
Jlew wmmJ.to chercypioli; as:\Ots.a11d l:;e.ep tl\e ones
they wanted !<i k~p and not.J..-.ep the ones ·tl\ey
iljgn't wa.nl IQ' keep.
IJ ;25
·Q Why di3 xo.1rtl\inkthat1he.phm lo
~ctin:e GP¥( ~·· d<o>oi:ib¢ lo you !>y
.Mr. Gluz11rnnwould not he e~ t9 .achleye?
A
Well, amortg other tilings, we had )Ye:~'t::re p,re1:ty $!1-f!; ft \\'t\S.~ p~l-!Y ~DQd _1x11.~0'>t~ ..- ·I 1;25
·unitacy
Baud on !Ile linanc.ial•lbey were.
.sho\villg us~. the compan.y 'vas los:in~ .a lot of money.
llt.eA~ ai:e1tt,a lot o.f P~l?l~ .tlrnt wa,tit ~ $1~p.·
.into :that.right awey.
A.µd·~ere·'.-'1!i~ $0 th.~~e pf
ill~~

deol .on iltlwt "'~ k.u•.w,ouly \>eaausa)'ou could 11 :29
see it on B1oomberg,.if"W8S: not in the "finaticiai
.~.i$Cfgsµr~ tb~y. ti.ad. ~i''~ ·µ~ ..Qgt·~ !cq~w -~~ca~J~~

o.fthat.:tbathad be.eJtguara1if~C'd by the parent
Q ·Wi")a1 ·v.·~s roµr1}t;1~eni~~~9tns:·pf·\VJly
Mi:. Ohizman "'~' tbtea!eninJl 1C r<S!motor.-C:lPMI in 11:2&
the manner that ho-.deoorihed ·ta yoiJ.?
.A wii~.t )YAA ro.yᵥ14erstAodi~g ofw:by be.
\\~S:cllling th<t?
Q. )'"e~,sir.
A He was tcyi~g tq getus 11:2.6
concessions if.om. us·v.1th respect to reduced rent.
and" i:t'!l.~ef:frpm his .e.l).vironmeirt.a.l .91?.1lgatiQJ).1'.·
.Q And 10 )'OUt Ui>dOtsfllndiiJg, how would
tliis. ph;1n lo.rep.eaoti11-te-or to .re~tn.1e-tuJ~ QP.MI;

hav~ croatc<l ues¢tiatins lol!et•ae With ll.e•I.ty?' 11 :26
A. Wel{,Ibcficvo that:M:r; 6lUZ1Dan
tllo.Qg)llth•t.Really>'"5 ll'l:yin~ o.n tl»·f•c!tha\
the parent·~ou1d s.up.port:GPMI's·ohligations, an·ct
tfre,re(oro, ~~tJf'\~-'}1.-'e.re-~Ql.eJy·loo~jng lo 1hP·
•ss•t.">ftbecompany J.hat waslosinemoney, th•t lJ :2.&

le•••·

J

1--~~~~~~~~~~~-;1
·Page 1.8.14

Page 181.5
!

PJ=i~s«SU -.D.irect-.D{iyi.1$
·we :p.ijglJ.tb:~ll)or.er-ai;tJ.enable to mf,1~. concessions.to

4

,.

1hen1.
Q
DJd @PM! evento!!!ly caIJY 011\ tlw·
~!Wuc~_g ,Plau \hai had been conveyed,. yoJJ

'

s

11:27

•

by Mt. Gluzman1

Yos, tlley di9.
Q Whcn.didtheydothat?
A. }'loveml?er of2009,
Q Wh<!iisyo.ur·1rol!ei:s!andll.ig. ofthe JI :i'I
·.rehiruetming .pf@PMI that.o.courred in
NoYem~r 4QP9?
A My uud""1tandingis .tliat -- that the
assets w¢l»frailsf<trM to,. ulti!nalely to LNA.

'
'

.A

Ther~ w.~s-~ s~ve,ral-.step .transacti~t;i, 1l~~t~·!i.~dn't. ll;27

qUiteurtderstand,. and the deb~~ _the guatant~
.debt. by Lul;ol! \\'111 p{lid-tl)<-debt Iha\ J,.ukojl
bad:biien guarante~ l!?d been pitld aff, lll)d what
Was left iii GP"Ml at1hat lime·was Simply-our
....ets.
l j :27

~

Q lfyoui;ov!dturI)t~E;¢lbit.JX-!OM
in your witu~s binder.

A

Yes.

.ll

Q MI:· D(isco:i1. do you JeCOgni~e
Exhibit.IX-)!)141
l.l:Z~
A It does.look like:the Getty Reali)'

1~

2QQ9 Qlll)Ull) ~otL

p

Q !fyoucouldlmnlupage:eightof
the exl,iiqit, l di:rect Y¢lr ottentfon ·\q tpe l~I
pa!ilgr•ph on page. ~igpt.
11;28.
A Yes.
Q Clll) yo.u.road .to .\Ile Coll!!e1be Jjrsr,
sellte11Qe o:f!lratpaiilgraph, ,Please?
A CCT!ain!y.

J;Q-

"

,.

·15
.

11

J,a
.19-,

· '.Jn~ol)IleCtion. \vith. G~:MJ:'..s aJµlQµnced.
restructuring, ·W<> bOlieve the ,elimination· of. delil
1

1 dic:l!1:\ realize. the;~ were other·
things left ht .GPMl at fu~t partitular polntin

l.1;2~·

\>y G\'Ml. llill< incr~.s~ GPMl'~-liq~ldi!Y <!11~

·Pine.

Q And wltal w.ere ihe otl\er U1ings thal
youju~njade~l<l)\Oe!othi\typnd\\!!l'tat

Pri.scoil- D,Ue.<;t-- D~Vi$
.least at ilia\ "time xealize Jrad. be.en loft wit!\
GPMl?
A Priln~y·y.1Jilt r was t11inld1lg ofwlien
l said ihai was th~ agll'ementWithBlonoL
u:is

· 'J!:.2a

.25

in)proyed Mli.aJan~.Sh\l<lt,'
· ·Q What did Getty. Realty nn:an when it
.ma<\e )his stale!n"AHn ihe 2099' ~!lllUllirepo~

U.'29'.

20

LAC 001525

Page 195.3

Page 1952

.Driscoll - Cr.oss - Kercher
.Subject to· w1y regirecf, I have no
:f\\l"!her :qµestions, your B:onor. "(hank. yoµ.
THE·COUR'r: I withdraw my earlier
C<lJ®IAAtary.a1Jo\lt Yl>i!f ti111e ~st,imate,
.MK KERCHER: Glad I ha,«> my
credibility, ;your .Honor.
¥11;, PAVI;s; ':(oljr f1911.0r, p!liintift')ms
no redirect
THE-COURT: Very :excellent
¥r. ;Qrlsq9I\, thank you v1;.zy !fi)lc)l,
You ell)). step Jlown.
Okay. So, we are done for today"
}'~$. So t]iµt pves yo\l ~ .IJ~ad SJ;i!rl O!I ~Vhat
we need 10 accomplish tonight. We will
asS11D1cihat you will be here :at 2 o'cloCk, ·
wtli;s~ we l1¢ar'fl'O))l yoµ \lth~m\is¢,
And in th.e unii!>ely ev<iut thatwe
have·ieason ·io believe that:2 o'clock is 110!
.a feali$\ic .start Mi.111,. w~ w!U -- we w.iJI
let rou ki:iow. but I'm going to lryJ11Y best
to keep to· that. A1! rlglit?
T.h.ap];:. yon 'Vet;Y PmCb, ave .a ,gQOd

1

.,

Driscoll - .Cmss • Kercher

I

I

2

'

CER TIF.ICATE·
STAIBOFNEWYORK )
:S!=;..
CoUNJYOFNHWYORK )

7

.a
9

I, BON.NIE .PRUSZ',YNS«I, a l'fo!!ffi'
PnQlic with <U!dforilie Swte. Qf New YPII\, ·

io

do hereby certify:

11

Tl!iil.tb¢ fiiregoJng (r;U)sqipt of
proceedingsjs·a true record.oflhe·testimouy
given iirul the'pr,;c"!'dings hacj in ihe

1.~

13

.1.,
15

lB
H
lS

rn
2:0

fon:going ""'tier

·

rfurtlier certify !hat l run not'telated

to ·t!lll' of11\eparties to 1his ?Cjjo11. ]ly

blood or marriage, an<l 'thatl am in nffway ·
'interested in the· outcome of1lris maJfer.
IN W!'J'.NES.S wa;EREOF, l.blwe h~@to.
~t my hand this 51h of JUN.6, W13 .

21

a

B.onnie:Rruszynski

evening ..
.oQo
·Pag·e i955

'Bage. 1954
1

2

:;

•
•
•
7

a

•

'lQ'1

ll
-l~
"l~

15'

:J.§
'11
l~

J,9:

oa
21
'2:~

"..23:

i4
.2Ji

.P!i~.co\i 'Cri:>.ss -Xcyclt.er
INDEX
DJ.EECT G,ROS$ REPWECT
W1:rNEs.s
182,1
1'171
.0AV1P DRJ::!COLL
ConfidentiaLPOri:ian.1899-1906

1
2
~
4
5

$
..,,.

EXHIBIT$
Joint. Exhibit 701
Joi~t ENhil,;'it7.02

171!6
1?$7

Join~Exbi\>i!:706

m\8'

Joint'Exlli)lit 549
Jolljt ENhl)lit 101!1
JQint.Exhibil I 064
Joint'Exhibit 730
Joi11P'<l<Jiil?it I 05$
.JQinui'dtlbit728
Joint'Exbibil 733
Joiot;E;l<bll?it 785
Joint Exhibit 7$2
Joint'Exhibit 736
JoiotExliil?it 194Jpi11t Exhibit 792
JointExhibit SOT
.Joint ~hiNi 8.03
Joint &bi.bli JOH

1809

1815
1822
1834
18411
1841
1843
1~5

1849
1851

].8$3

.a

'

J.,O·
11
1~·

l:l
1.4

15

Drisc:q)l ~ Cro$$ , K~t<l.hllt
Joint.Exlfil5itl Ol 4
J 8''7S
Joint Exlfibit'767
1879
Joi!it E¥lilbit ~49
1885
Joint'Exlfi)5it757
l907
Joint Exhibit766
1910

J9i11JE¥)iibit 77'2
JointExlfipit79'.l
Joint ExlfiPit9'.li
Joint EXhibit 8:24
JointExlfibit. 13 s
.Joint Exlfibit/73
Joint Exlfibit 922

J:o.in.t fadllbit lo!?2

191~

L9l4

1915
1917

1921
1922
1925

192:.8

·i:fi

.Joint Exlfibit 884
Joint Exlfibit 1014

17

J:ointE"1liPit'93l

1930
1933
19J4

1$

JpintExhfbit957
Joint Exhibit 971

1946

"~
.zo

l9.19

2:1

n

1855
1857

ts

181,\4

2.4

1872

l';~·

5.5

LAC 001560

EXHIBIT 10-e

From:

Michael Hantman

Sent:

Tuesday, January H, 2011 8:44 AM

To:
Cc:
Subject:
Attachments:

Vadim Gluzmao

Vincent De Laureniis; sem Logovinsf(y; Mike Lewis
FW: GPMI - 95 Sites
95 non grc properties.xis

Dim a,

At1ached is data on 95 non master lease sites conl<ifned In Getty portfolio. The analysis indieates that GeUy Is losing
money on these sites whk:h is predsety the reason _they were not orlglnally included in the safe lo LNA.

Regards,
Miclieel
---Original Message--

From: Janice Lipari
Sent: Tuesday, January 11, 20118:38AM
To: mlchantman®geHy mm

Subject: GPMI - 95 Sites
M_ichaer,

Per your request, attached' is the file ll?nlafning infonnaUon related to the 95 non GRC sites.

Janice

EXHIBIT

I
CONFIDENTIAL

--=1::.:0::.:0::____

LUK0291227

~·

·.: :...:.· ...

CONFIDENTIAL (per 2004 MDL 1358 Order) - FOR OUTSIDE COUNSEL ONLY

LAC003993

.

.

EXHIBIT.II

·. ·EXHIBIT 11-a ·.

From:
To:
Cc:
Subject:
Date:
Attachments:

Katharjna Gotsmv
Alex eozdoyakoy
mourser®h1kollaf.cgm: cbirch@luknilafcom: Th0masTrojan; Robert Gu!!a; NDensham@Jukoilafcom: MJ.k§.
!&wi.s; Xopee KoHqaH!L1H ffilanoe11'=!; Anton Mltmfanoy C?? ?????); [e-mail]; Yelena Bitman
RE: Capital contribution to LAC, LUSA, GPMI
Friday, August 31, 2007 8:35:57 AM
! AC MIN 820 ODO.doc
I UK USA MIN 120 000 doc

Gettv MIN 700 000 poc

Dear All,
After discussing this with Thomas, we have decided to add a clause to the attached resolutions that
payment will be made directly from UG to Getty and LUKOIL USA.
If it is preferable that payment is made to U\C instead, we can of course amend this clause!
Kind regards,
Katharina
-----Original Message----From: Katharina Gotsmy
Sent: Friday, August 31, 2007 5:03 PM
To: [e-mail]
Cc: '[e-mail]'; '[e-mail]'; Thomas Trojan; Robert Gulla;
[e-mail]; Mike L<;>wis; Xopes KoHCTaHrnH nasnos~y; 'Anton Mitrofanov (??. ?????)';
'[e-mail]'; '[e-mail]'
Subject: RE: Capital contribution to U\C, LUSA, GPMI
Dear Alex,
Please see attached the resolutions with my comments.
Kind regards,
Katharina
-----Original Message----From: Robert Gulla
Sent: Friday, August 24, 2007 9:26 PM
To: '[e-mail]'; '[e-mail]'; Thomas Trojan; Katharina Gotsmy
Subject: WG: capital contribution to U\C, LUSA, GPMI

----- Origlnalnachricht ----Von: Alex Pozdnyakov <[e-mail]>
An: Robert Gulla
Cc: Yelena Bitman <[e-mail]>; Mike Lewis <[e-mail]>; Khorev, Konstantin (Email) <[e-mail]>
Gesendet: Fri Aug 24 20:31:59 2007
Betreff: capital contribution to U\C, LUSA, GPMI
Dear Robert:
Please find attached for your review, the unanimous written consents approving $821,000 capital
contributions to U\C from LEHBV, and Lb.C's in turn contributions to LUSA and GPMI. These

contributions are intended to restore capital expended for celebration of LUKOIL's 15th Anniversary in
the USA and have been approved by Moscow •.
They assume that the funds will flow to LAC out of an UG account. Let me know if this is incorrect and
I. will redraft as necessary.
Please let me know if you have any questions or comments.
Thanks and kind regards,
Alex Pozdnyakov .
Associate Counsel
Getty Petroleum Marketing Inc., a subsidiary of OAO LUKOIL
LUKOIL Plaza, 1500 Hempstead Turnpike, East Meadow, NY 11554
T: [phone] F: [phone] [e-mail]

GETTY PETROLEUM MARKETING INC. (lfComnany"l

ACTION BY UNANIMOUS WRITIEN CONSENT OF TIIE DIRECTORS OF TIIE COMPANY
MADE IN ACCORDANCE WITH TIIE COMPANY'S FOUNDATION DOCUMENTS AND SEC. 2408(C) OF MARYLAND GENERAL CORPORATION LAW
We, the undersigned, being all the Directors of the Company, consent to the adoption of the following

resolutions:
CAPITAL CONTRIBUTION

WHEREAS, LUKOIL Americas Corporation ("LAC''), the Company's parent company and the sole
holder of the Company's stock, desires to make an additional contribution to capital surplus of the
Company (''Contribution').

WHEREAS, the directors of the Company have determined it to be in ~he best interests of the Company
to accept the Contribution from LAC.
NOW, TIIEREFORE, BE IT RESOLVED that the Contribution in·the amount of US$ 700 00-0 to
be received from LAC without receiving any shares or any obligations of the Company in ·
exchange therefore on the effective date of this resolution be and is hereby approved and
accepted; and be it further
RESOLVED that the Company is authorized and directed to apply the Contribution to any proper
corporate purpose; and be it further

the-~~~· t~~~;~~~

RESOLVED that the officers of the Company (or any of them) hereby are authorized in
and on behalf of the Company to take all actions as they shall determine to be necess~ or
appropriate to cany out the intent and purposes of the foregoing resolutions and that all actions
heretofore taken consistent with the intent and purposes of the foregoing resolutions be, and are,
in all respects, hereby ratifi~d, approved, confirmed and adopted.

fURTHER RESO~VED that the capital
International Gmbh to the Company

co~tribution

Vadim Gluzman, DIRECTOR

Date

Andrey Bychenko, DIRECTOR

Date

Vincent DeLaurentis, DIRECTOR

Date

wi11 be transmitted directly from Lukoil

Sem Logovinsky, DIRECTOR

Date

LUKOIL AMERICAS CORPORATION ("Company")
(a Delaware corporation)

ACTION BY UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS OF THE
COMPANY MADE IN ACCORDANCE WITH THE COMPANY'S FOUNDATION
. DOCUMENTS AND DELAWARE GENERAL CORPORATION LAW
We, the undersigned, being all the Directors of the Company, waive notice of meeting and
consent to adoption of the following resolutions:
CAPITAL CONTRIBUTION
WHEREAS, LUKOIL Europe Holdings B.V. ("LEHBV"), the Company's parent company and
the sole holder of the Company's stock, desires to make an additional capital contribution to the
Company.
WHEREAS, tpe directors of the Company have determined it to be in the best interests of the
Company .to accept the additional capital contribution from LEHBV.
NOW, THEREFORE, BE IT RESOLVED that the additional capital contribution in the
amount of US$ 821,000.00 to be received from LEHBV without receiving any shares or
any obligations of LUKOIL Americas Corooration in exchange therefore on the effective
date of this resolution be and is hereby approved and accepted; and be it further
RESOLVED that, upon receipt of the above capital contribution from LEHBV, the
Company make an additional capital contribution to capital surplus of its wholly-owned
subsidiary, Getty Petroleum.Marketing Inc., in the amount of US$ 700,000.00; and be it
further
·
RESOLVED that, upon receipt of the above capital contribution from LEHBV, the
Company make an additional capital contribution in the amount of US$ 121,000.00 to its
wholly-owned subsidiary LUKOIL USA, Inc.; and be it further
· RESOLVED that the capital contribution from LEHBV will be transmitted to the
Cempaey Getty Petroleum Marketing Inc. and LUKOIL USA, Inc. directly from
LUKOIL Imematieaal INTERNATIONAL GmbH, the parent company ofLEHBV, and
be deemed received and paid from LEHBV; and be it further
RESOLVED that the officers of the Company (or any one of them) hereby are authorized
in the name and.on behalf of the Company to take all actions as they shall determine to be
necessary or appropriate to carry out the intent and purposes of the foregoing resolutions
and that all actions heretofore taken consistent with the intent and purposes of the

LAC821000

1

foregoing resolutions be, and are, in all respects, hereby ratified, approved, confirmed
and adopted.

Vadim Gluzman, DIRECTOR

Date

Alexander Matytsyn, DIRECTOR

Date

Vincent DeLaurentis, DIRECTOR

Date

LAC821000

2

We, the undersigned, being all the Directors of the Company, waive notice of meeting and consent to
adoption of the following resolutions:
CAPITAL CONTRIBUTION
WHEREAS, LUKOIL Americas Corporation (''LAC''), the Company's parent company and the sole
holder of the Company's stock, desires to make an additional capital contribution to the Company.
WHEREAS, the directors of the Company have determined it to be in the best interests of the Company
to accept the additional capital cont'!ibution from LAC.
NOW, TIIEREFORE, BE IT RESOLVED that the additional capital contribution in the amount
Of US$ 121,000.00 to be received from LAC without receiving any shares or any obligations of
the Company in exchange therefore on the effective date of this resolution be and is hereby
approved and accepted; and be it further
RESOLVED, that the officers of the Company (or any one of them) hereby are authorized ill the
name and on behalf of the Company to take all actions as they shall detennine to be necessary or
appropriate to carry out the intent and purposes of the foregoing resolutions and that all actions
heretofore taken consistent with the intent and purposes of the foregoirig resolutions be, and are,
in all respects, hereby ratified, approved, confirmed and adopted.
FURTHER RESOLVED that the capital contribution will be transmitted directly from LUKOIL
INTERNATIONAL GmbH to the Company
.

Vadim Gluzman, DIRECTOR

Date

Alexander Matytsyn, DIRECTOR

Date

Alexei Lambine, DIRECTOR

Date

1

EXHIBIT 11-b

From:
To:
Cc:
Subject:
Date:
Attachments:

Alex ewdnyakoy
"!or! Adams"
Jeanette Geyer; Mike I ewis· Yelena Bltman
RE: Lukoil Cayman Trading, Ltd.
Wednesday, December 28, 2005 1:42:04 PM
Lukoil Cayman Tradjog.mjnytes pdf

Dear Lori
. Please see attached in escrow for tomorrow's meeting, the minutes and liquidator's statement relating
to LCT dissolution. If you find them to be in order, please request a dissolution certificate at your first
convenience on Dec. 29. Let me know if there is anything further we can do. Thanks.
Kind regards,
Alex Pozdnyakov
Associate Counsel
Getty Petroleum Marketing Inc., a subsidiary of LUKOIL Oil Company
LUKOIL Plaza, 1500 Hempstead Turnpike, East Meadow, NY 11554
T: (516).542-5059 F: [phone] [e-mail]
NOTICE: The information contained in this e-maif message Is Intended only for the personal and
confidential use of the recipient(s) named above. This message may be an attorney-client
communication and/or work product and as such is privileged and confidential. If the reader of this
message is not the intended recipient or an agent responsible for delivering it to the intended recipient,
you are hereby notified that you have received this document in error and that any review,
dissemination, distribution, or copying of this message is strictly prohibited. If you have received this
communication in error, please notify us immediately, and delete the original message.

----·Original Message----·
From:. Lori Adams [mailto:loria@Paget·Brown.com.ky]
Sent: Wednesday, December 28, 2005 9:51 AM
To: Alex Pozdnyakov
Cc: Jeanette Geyer; Mike Lewis; Yelena Bitman
Subject: RE: Lukoil Cayman Trading, Ltd.

Dear Alex,
Further to your email received on the 27th December regarding the Certificate of Dissolution,
the date of the Final Meeting is set for the 29th December, as per your email below.
We would have to receive the signed copy of the Final Meeting and the Liquidator's Statement
in order to advise the Registrar of Companies that the Company had been liquidated and
request the Certificate of Dissolution. If we receive the signed Minutes on the 29th December,
we can file the request with the Registrar of Companies on the same day but I cannot confirm
to you what date the Registrar of Companies will date their Certificate of Dissolution.
I believe I sent drafts of the Final Meeting and Liquidator's Statement for your review but
attach further copies below for ease of reference. I look forward to receipt of signed copies
thereof at your earliest convenience:
«Final Meeting.doc» «LiqStatement.doc»
With kind regards

Lori Adams
PAGET-BROWN TRUST COMPANY LTD.
P.O. Box 1111GT
Grand Cayman
Cayman Islands
B.W.J.
Tele: [phone]
Fax: [phone]
Email: [e-mail] <maifto·forja@paaet-brown com.ky>

-----Original Message----From: Alex Pozdnyakov.[mailto:apozdnyakov@getty:com]
Sent: 16 November 2005 15:37
To: Lori Adams
Cc: Jeanette Geyer; Mike Lewis; Yelena Bitman
Subject: RE: Lukoil Cayman Trading, Ltd.

Thank you Lori. Could you please clear up the last paragraph: Dec. 31' is a Saturday - could
we make it Dec. 28 or 29? Also, do I understand correctly that the filing deadline this Friday is
the Gazette deadline we have been discussing?

We will put $4000 fee allowance in the liquidator's statement. Please send us a retainer-type
bill for the amount or a similar instrument. Thanks.

Best regards,
Alex Pozdnyakov
Associate Counsel*
Getty Petroleum Marketing Inc., a subsidiary of LUKOIL Oil Company

T: 516 542-5059 F: 516 832-8443 Email: [e-mail];
[e-mail]
Addressi LUKOIL Plaza, 1500 Hempstead Turnpike, East Meadow, NY 11554
*admission in NY pending
NOTICE: The information contained in this e-mail message is intended only for the personal
and confidential use of the recipient(s) named above. This message may be an attorney-client
communication and/or work product and as such is privileged and confidential. If the reader of
this message is not the intended recipient or an agent .responsible for delivering it to the
intended recipient, you are hereby notified that you have received this document in error and
that any review; dissemination, distribution, or copying of this message is strictly prohibited. If
you have received this communication in error, please notify us immediately; and delete the
original message.

-----Original Message----From: Lori Adams [mailto:[e-mail]]
Sent: Wednesday, November 16, 2005 3:02 PM
To: Jeanette Geyer
Cc: Alex Pozdnyakov; Mike Lewis
Subject: RE: Lukoil Cayman Trading, Ltd.
Dear Jeanette,

We cannot produce a final billing at this time as we charge on a tlmespent basis for all work
done for the liquidation. As per the information on liquidations sent to you earlier, we estimate
our time spent fees to be in the region of US$1,500 plus filing fees. Currently, there is an
outstanding invoice in the amount of US$1,183.11 and work in progress of US$253.40. We
would estimate that our final invoice would therefore not be in excess of US$4,000 (which
would include disbursements). We would produce a final invoice more towards the tim.e of the
final meeting but we estimate that an allowance of US$4,000 to cover our fees would be
sufficient.
We propose that the date of the final meeting would be the 31st December but as per my
email below would need confirmation that you think this gives you sufficient time to meet the
filing deadline of this Friday.
With kind regards
Lori Adams
PAGET-BROWN TRUST COMPANY LTD.
P.O. Box 1111GT
Grand Cayman
Cayman Islands

B.W.1.
Tele: [phone]
Fax: [phone]
Email: [e-mail] <mailto:lorja@paget-browncom ky>

-----Original Message----From: ·Lori Adams
Sent: Wednesday, November 16, 2005 2:27 PM
To:
'Jeanette Geyer'
Cc:
Alex Pozdnyakov; Mike Lewis
RE: Lukoil Cayman Trading, Ltd.
Subject:
Dear Jeanette,
The next available Gazette date is the 28th November. I will prepare amended Notices to be
filed before the deadline of 18th November but will require you to advise me if one month from
the 28th November will be sufficien.t for the date of the final meeting at which. time the
Liquidator's statement should be tabled. Can you let me know this before Friday please.
With kind regards
Lori Adams
PAGET-BROWN TRUST COMPANY LTD.
, P.O. Box 1111GT
Grand Cayman
Cayman Islands

B.W.1.

Tele: [phone]
Fax: [phone]
Email: [e-mail] <mallto·loria@paget-brown com ky>

-----Original Message----From: Jeanette Geyer [majlto:[e-mail]]
Sent: Friday, November 11, 200510:12 AM
To: Lori Adams
Cc: Alex Pozdnyakov; Mike Lewis
Subject: Lukoil Cayman Trading, Ltd.
Dear Lori,

Attached find executed resolution regarding Voluntary Liquidation of Lukoil Cayman
Trading, Ltd. Could you please give us the closest available liquidati!"n date, as well as your
finai invoice. We need to accomplish this before the end of the year. Thanks for your
assistance.

<<Lukoil Cayman Trading.Ltd. resolution.pdf>>
Jeanette Geyer
Senior Paralegal
Getty Petroleum Marketing Inc., a subsidiary of Lukoil Oil Company
Lukoil Plaza
1500 Hempstead Turnpike
East Meadow, New York 11554
Phone [phone]
Fax [phone]
email address: [e-mail]
********************************************
The information contained in this e-mail message, together with any attachments thereto, is
intended only for the personal and confidential use of the addressee[s] named above. The
message and the attachments are or may be an attorney-client or other privileged or protected
communication. If you are not the intended recipient of this message, or authorized to receive
ii for the intended recipient, you have received this message in error. You are not to review,
use, disseminate, aistribute or copy this message, any attachments thereto, or their contents.
· If you have received this message in error, please immediately notify us by return e-mail
message, and delete the original message. This notice is included in all e-mail messages
leaving our firm. Thank you for your cooperation.

*******************"'************************
<< File: Lukoil Cayman Trading.Ltd. resolution.pd!

»

EXHIBIT 11-c

Alex pozdnyakoy
"Olga KJemench1Jkova@pasusa com~
Yelena Bitman
RE: Cell phones .
Monday, April 11, 2005 7:37:27 AM

From:
To:

Cc:
Subject:
Date:

Thanks, Olga.
Could you send out an email to persons who have cell phones stating that in compliance with the
decision of the president of OAO Lukoil Oil Company, Getty will not be providing mobile phone services
to participants of the management exchange. As a result, the service on their lines has been
suspended. Remind them that the phones are property of Getty. We will let them know shortly what to
do about the phones.
Thanks.
·Alex Pozdnyakov

Associate Counsel*
Getty Petroleum Marketing Inc., a subsidiary of LUKOIL Oil Company
T: 516 542-5059 F: 516 832-8443 Email: [e-mail]; [e-mail]
Address: LUKOIL Plaza, 1500 Hempstead Turnpike, East Meadow, NY 11554 ·

*admission in NY pending
NOTIC,E: The information contained in this e-mail message is intended only for the personal and confidential use
of the recipient(s) named above. This message may be· an attorney-client communication and/or work product and
as such is privileged and confidential. If the reader of this message is not the intended recipient or an agent
responsible for delivering it to the intended recipient, you are hereby notified that you have received this document
in error and that any review, dissemination, distribution, or copying of this message is strictly prohibited. If you
have received this communication in error, please notify us immediately, and delete the original message.

-----Original Message----From: [e-mail] [mailto:[e-mail]]
Sent: Monday, April 11, 2005 10:36 AM
To: Alex Pozdnyakov
Subject: Re: Cell phones
Importance: High

Alex,
Per your request all 8 phones have been suspended from being used. We can restore the
service in May. We are still. responsible for monthly payments on those phones, but no one
would be able to use them.
Kind regards,
Olga

. ·EXHIBIT 12

EXHIBIT 12-a · · ·

G'el!ps, Bionol -Vol..10 (4Z111Z011J 4i11l2!H1 1;2;110!.QQ PM

r

;(

V!llume.: 16,, Pa[ei;i, til63.czlf34

1
2

AME.Rl:C/l.N.ARBITRA'ti9N As:S.ooJAfiOJ\i

3
4
5

.,..

..... ..... -... --.-- _::..

._,_,_,

__,... __ -

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a
7
~

f!
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11

12

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. 14

·15

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:v -.Pt
...
1v)~1,1.

16

M&iJ~mmft;, Will &:

t7

20
21'
22

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·11. ·to,oo:~m
. .•. _. ~... _

_

.

E"fli'ilJil :tLIJ'

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!{. L

Sool5 ,&.AsSocJAT:Es'

:Post bffice Boi<-3~7
,~J'llEllT

JX5'19

JX01>1U-0001
CONFIDENTIAL {per 2004 MD.L 1358 Order) - FOR OUTSIDE COUNSEL QNLY

LACQ05289

Getty vs. Bionol-Vol.10 (4/11/2011) 4/11/2011 12:00:00 PM

1

2

Vince?

A.

It was not my decision. My boss tells me what
to do, and I do that.

3

4

Q.

Who is your boss?

5

A.

The CEO.

6

Q.

Of?

7

A.

LUKOIL.

8

Q.

Is that Mr. Alekperov?

9

A.

That is correct.

10

Q.

Now at one po.int Mr. Manion asked you about

11

cost based. You said more than once that cost

12

based is cost of raw materials. Do you

13

remember that testimony?

14

A.

Yes.

15

Q.

Do you also remember that Judge Todd asked you

16

what you understood cost based to be? Do you

17

remember he asked you this morning?

18

A.

Yes.

19

Q.

And you said in addition to the cost of raw .

20

materials you said return on equity and paying

21

debt? That's what you said to Judge Todd;

22

right?

23

A.

Right.

24

Q.

So you understood that, too?

GPMl/GettyPetroleum

Page

19~7

·

JX0510-007 5
CONFIDENTIAL (per 2004 MDL 1358 Order) - FOR OUTSIDE COUNSEL ONLY

LAC 005363

Getty vs. Bionol-Vol. 10 (4/11/2011) 4/11/2011 12:00:00 PM
1

ARBITRATOR TODD: Now are you saying

2.

that when you are talking in that framework

3

that Bionol and Getty Petroleum Marketing were

4

partners?

5
6

THE WITNESS: That's the way Vince
presented it to me.

7

ARBITRATOR TODD: Partners in what?

8

THE WITNESS: Partners in the

9
10

project.
ARBITRATOR TODD: Partners in the

11

Clearfield, Pennsylvania plant?

12

THE WITNESS: .Correct.

13

ARBITRATOR TODD: All right.

14

THE WITNESS: The state, the State of

15

Pennsylvania, Bionol Clearfield, and Getty

16

would be partners, because it is a joint

17

project.

18

ARBITRATOR TODD: And yet you didn't

19

-- Getty didn't invest any money into this

20

partnership, did it?

21

THE V\/ITNESS: No.

22

ARBITRATOR TODD: And Getty didn't

23
24

pay any part of building the plant, did it?
THE V\/ITNESS: No.

GPMl/GettyPetroleum

Page 2019

JX0510-0157
CONFIDENTIAL (per 2004 MDL 1358 Order) - FOR OUTSIDE COUNSEL ONLY

LAC005445

Getty vs. Bionol - Vol. 10 (4/11/2011) 4/11/2011 12:00:00 PM

1

ARBITRATOR TODD: And was there any

2

kind of an agreement that if Getty -- if

3

Bionol Jost any money on this plant, Getty

4

would participate in those losses?

5
6

7

THE WITNESS: I -- I -- I don't think
so.
ARBITRATOR TODD: And if Getty Jost

8

money in the operation of its stations, was

9

Bionol supposed to participate in those

10

losses?

11

THE WITNESS: No.

12

ARBITRATOR TODD: Is there any

13

agreement of partnership between Bionol and

14

Getty?

15

THE WITNESS: 11--your Honor, it

16

was introduced when Vince -- when Vince

17

brought to it me the first -- the first time,

18

he wrote me a big letter. It is somewhere.

19

It says, Dima we have got this great partner

20

that we are going to team up with.

2·1

Governor Rendell is with us. We are going to

22

do just great project.

23
24

ARBITRATOR TODD: I am really not
involved in whether or what Mr. de Laurenti$

GPMJ/GettyPetroleum

Page 2020

JX0510-0158
CONFIDENTIAL (per 2004 MDL 1358 Order) - FOR OUTSIDE COUNSEL ONLY

LAC 005446

Getty vs. Bionol - Vol. 1o (4/11/2011) 4/11/2011 12:00:00 PM
1

they are going to exit worldwide, I remember

2

that I told my CEO, my boss, I said, "If Exxon

3

Mobil cannot deal with it, nobody can."

4

We have to get out of it as fast as

5

we can. So we tried to sell it from day one.

6

We couldn't sell because Getty was very highly

7

debt burdened. That is why LUKOIL -- the best

8

advice we had from Houlihan Lokey, who is one

9

of the biggest investment banks, you have to

10

recapitalize the company, because you will

11

never be able to sell it.

12

ARBITRATOR TODD: In any event, you

13

and somebody from Cambridge Holdings got

14

together in 2010 at some point?

15
16

THE WITNESS: Yes. Yes. Because the
company already was recapitalized.

17

ARBITRATOR TODD: Yes.

18

THE WITNESS: The company was better

19
20

byit.
ARBITRATOR TODD: Then at some point

21

thereafter this initial meeting between you

22

and somebody from Cambridge Holdings,

23

negotiations started?

24

THE WITNESS: Yes.

GPMl/GettyPetroleum

Page 2031

JXOS 10-0169
CONFIDENTIAL (per 2004 MDL 1358 Order) - FOR OUTSIDE COUNSEL ONLY

LAC 005457

Getty vs. Bionol -Vol. 10 (4/1112011) 411112011 12:00:00 PM

1

the Governor. That is how it looked. It --

2

it--

3

ARBITRATOR TODD: I don't want to

4

argue with you, but there is no agreement of

5

sharing profits or losses?

6

THE WITNESS: No. There is no

7

agreement sharing profits or losses. But the

8

Governor for the State of Pennsylvania granted

9

a lot of money for this. Some ·agreements are

10

made on a handshake if you trust the party. I

11

personally made an agreement with one of the

12

· largest U. S. oil comimnies. We had the deal.

13

We didn't have it signed, and we shook hands

14

and worked it for 10 days with no written

15

agreement.

16

ARBITRATOR TODD: I understand.

17

THE WITNESS: When you see the guy

18

and he is so impressive arid he looks so good,

19

you don't really go - when I took

20

Governor Rendell to the airport, I asked him.

21

I said -- because he apologized to me. He

22

said, "Dima, I want to apologize to you.

23

Please pass my apology to" --

24

ARBITRATOR TODD: Taking the risk of

GPMl/GettyPetroleum

·Page 2024

JXOS 10-0162
CONFIDENTIAL (per 2004 MDL 1358 Order) - FOR OUTSIDE COUNSEL ONLY

LAC005450

Getty vs. Bionol - Vol. 10 (4111/2011) 4/11/2011 12:00:00 PM
CERTIFICATE

1

2
3

I, Judith McGovern Williams, Notary Public and

4

Registered Professional Reporter in and for the

5

Commonwealth of Massachusetts, do hereby certify:

6

That the proceedings hereinbefore set forth on

7

pages 1863 through 2134, inclusive, were recorded

8

by me stenographically and transcribed by me; and

9

that such transcript is a true record of the

1o

proceedings to the best of my knowledge, skill and

11

ability.

12
13

IN WITNESS WHEREOF, I hereunto set my hand
this 12th day of April, 2011.

14
15
Judith McGovern Williams
16

Registered Professional Reporter
Certified Realtime Reporter

17

Certified LiveNote Reporter
Certified Shorthand Reporter No. 130993

18
19
20

My commission expires:
May 5, 2017

21

22
23
24
GPMl/GettyPetroleum

Page 2134

JX051.0-0272
CONFIDENTIAL (per 2004 MDL 1358 Order) - FOR OUTSIDE COUNSEL ONLY

LAC 005560

EXHIBIT

12~b

11-02941-scc

Doc 103

Filed 06/12/13
n~

Entered 06/19/1313:57:17
1 ~• 1 nc;

Main Document
Page 1

1

UNITED STATES BANKRUPTCY COURT

2

SOUTHERN DISTRICT OF NEW YORK

3

Case No. 11-15606-scc

4

I

- - - - - - - - - - - - - - - - - x

5

In the Matter of:

6

GETTY PETROLEUM MARKETING, INC. AND LIQUIDATING TRUSTEE,
Debtors.

7

- - - - - - - - - - - - - - x

8

9

Adversary No.: 11-02941-scc

10

In the Matter of:

11

GETTY PETROLEUM MARKETING, INC. , ET AL. ,

12

Plaintiffs,

13 '

v.

14

LUKOIL AMERICAS CORPORATION, ET AL.,

15
16

Defendants.
-

-

- - - - - - - - - - - - - - - - -

- - - - - - - - - x

17

United.States Bankruptcy Court

18

One Bowling Green

19

New York, New York

20
21

June 6, 2013

22

2:06 p.m.

23

B E F 0 RE

24

HON SHELLEY C . CHAPMAN

25

U.S. BANKRUPTCY JUDGE

VERITEXT REPORTING COMPANY
212-267-6868

www.veritext.com

516-608-2400

11-02941-scc

Doc 103

Filed 06/12/13
o~

Entered 06/19/13 13:57:17

.,.,

~•

1 n<;

Main Document
Page 32

1

projecting under -- at various points in time.

2

And you can see that the first column shows 2009
~-

3

was the actual

4

year.

5

or E, ranged from a low of 54,992,000 to a high of

6

79,442,000.

This also shows the actual for 2010 which was

7

68,862,000.-

So the

8

actuals were within the range of the projections.

9

Q

Okay.

10

A

You're going back to the capital adequacy.

11

you 1 re in· the cash flow test.

12

Q

· 13

i t was a $57 million loss for the full

Then the plans for 2010, whether you use Plan B, c, D

Let's.take a look at slide 14.· And what else

Oh, I'm sorry.

slide 12.

it's interesting to note that the

Let's back up, then.

I think

Let's go back to

What else di.d you look at to determine the --

14

GPMI•s solvency under the capital adequacy test?

15

A

16

also looked at the cash balance because that helped, you

17

know, fund1ng capital.

18

One is the project -- the company projected a negative

19

Okay.

So in addition to the projected cash 1osses, we

And there are two nice points here.

·capital -- a negative cash balance in June of about $5.6

20

million.

21

the end of 2010 of over $47 mil:lion.

22

It then also projected a negative cash balance by

And the company really didn't have any third party

23

sources·of capital.

24

In fact, many of the reports that were filed monthly -- we

25

call them the MDNA's, managing discussion analysis -- always

212-267-6868

There was a heavy dependency on LUKOIL.

VERlTEXT REPORTING COMPANY
www.veritext.com

516-608-2400

11-02941-scc

Doc 103

Filed 06/12/13

n .....

Entered 06/19/1313:57:17
.r:'.>'CJI ..... 1=

1

nc:.

Main Document
Page 33

1

had a paragraph that talked about a going concern and the·

2

dependency on· LUKOIL and what would happen if they stopped

3

funding us.

4

continue to fund our

5

some period of time.

And it's no guarantee that they're go.ing to
ope~ations.

This went on for quite

And then, finally, there was a -- KPMG required

6
7

the parent company to provide a support letter, to provide

a

it an unqualified opinion when i t was conducting its audit

9

because i t couldn't -- i t was suggesting that i t could not

10

operate on its own as a -- in a qualified way.

11

Q

12

capital adequacy test, did you come to a conclusion as to

13

whether or not GPMI was insolvent as of the transfer date?

14

A

15

concluded that GPMI was insolvent.

16

Q

17

once in a while, so --

Okay.

Yes.

And as a result of your analysis under the

Under the capital adequacy test

:r determined -- :r

:r get my bankrupt.cy tutorials from Mr. Goldman every

(Laughter)

18

19

Q

20

not as a result of the asset transfer, GPMI was· insolvent?

21

A

22

capital adequacy test.

23

Q

24

degree of certainty?

25

A

And did you come to a determination as to whether or

Yes.

Okay.

:r determined that GPMI was insolvent under the

And do you hold that opinion to a reasonable

:r do.

212-267-6868

VERITEXT REPORTING COMPANY
www.veritext.com

516-608-2400

11-02941-scc

Doc 103

Filed 06/12/13

Entered 06/19/1313:57:17

n .... ".]r:' ..... "

Main Document

1nc;.

'Page 35
1

deteri.oration· of the ca.sh position that --

2

Q

3

A

was projected by

4

Q

can you describe

5

A

GPMI.

6

Q

Can you describe what this s.lide depicts, please?

7

A

Sure.

8

balance of about $23 million, but at -- you can see as the

9

year -- each quarter moves on through the year, it continues

10

to -- the losses or the negative cash position I should say,

11

not the 1oss, the negative cash position continues to grow.

12

So i t goes from $5.6 million at the end of the second

13

quarter or in June of 2010.

14

and then finally by the end of the year there's the 46.6

15

million or 47 rounded up.

16

Q

17

test did you come to a conclusion as to whether or not GPMI

18

was rendered insolvent after the November 2009 asset

19

transfer?

20

A

21

GPMI was insolvent.

22

Q

23

certainty as well?

24

A

And --

So at the end of 2009 there was a positive cash

It increases to $26 miilion,

.

And as a result of your analysis under the cash flow

Yes.

Under the cash flow test it's my conclusion that

And do you hold that opinion to a reasonable degree of

Yes, I do.

25

MR. BONGIORNO:

212-267-6868

May I just have one moment, Your

VERITEXT REPORTING COMPANY
www.veritext.com

516-608-2400

EXHIBIT 12-c

11-02941-scc

Doc 94

Filed 06/04/13

Entered 06/13/13 10:23:25

n,,.. 1 ..... ~ .,,.o

Main Document
Page 1

1

UNITED STATES BANKRUPTCY COURT

2

SOUTHERN DISTRICT OF NEW YORK

3

Case No. 11-15606-SCC

4

Adv. Case No. 11-02941-SCC

-------------------x

5

6

In the Matter of:

7

8

GETTY PETROLEUM MARKETING, INC.

9

AND LIQUIDATING TRUSTEE,

10
Debtors.

11

------------------x

12
13

GETTY PETROLEUM MARKETING, INC.,

14

et al.,

15

Plaintiffs,

v.

16
17

LUKOIL Americas Corporation,

18

et al.,

19
20

Defendants.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - x

21
22

u.s.

23

One Bowling Green

24

New York, New York

Bankruptcy court

25

212-267-6868

VERITEXT REPORTING COMPANY
· www.veritext.com

516-608-2400

11-02941-scc

Doc 94

Filed 06/04/13

Entered 06/13/13 10:23:25

n,.. 1 C:A n.f '1.AO

Main Document
Page 154

1

physical assets to another entity that would effectively

2

strip the remaining company of any ability to pay.

3

actually walked us through how they were going to do it.

They

4

From there obviously we got quite concerned, had

5

an internal conversation that led me to fly to Moscow over

6

night, meet with Valorey Sabuton (ph).

7

with one of my board members and one of our investors.

8

had approximately an hour to an hour 15 minute meeting.

9

that meeting

w~

I meet with Valorey
We

At

were assured again that the contract was to

10

be assigned and that that contract was going to be with good

11

assets, and got an email back saying from Balerio (ph), and

12

I don't remember exactly what it said.

13

And then from there a series of conversations

14

ensued, and from which obviously LUKOIL had then decided to

15

make a change, which reported back to me that the chairman

16

of Rachete Alapara (ph) indicated to the chairperson of

17

ITERA that he was going to bankrupt Getty.

18

Q

19

certainly do want to get back to this 2006/2007 time frame.

20

But just to fo.llow up on this briefly.

21

A

Uh-huh.

22

Q

The meeting that you just described when you - - when

23

you learned these things, when exactly ?'as it?

24

A

I don't recall.

25

Q

Do you recall what year it was?

Mr. Gatto, I didn 1 t want to interrupt your answer and I

212-267-6868

VERITEXT REPORTING COMPANY
www.veritext.com

516-608-2400

·· EXHIBIT 13 ·

EXHIBIT 13-a

EXHIBIT 13-a

· CONFIDENTIAL
·noCUMENT
FILED UNDER
SEAL

EXHIBIT 13-b

EXHIBIT 13-b

CONFIDENTIAL
DOCUMENT
FILED UNDER
SEAL

EXHIBIT14

. · EXHIBIT 14-a

EXHIBIT 14-a

CONFIDENTIAL
DOCUMENT .
FILED UNDER
SEAL

EXHIBIT 14-b

EXHIBIT 14-b

CONFIDENTIAL
DOCUMENT
FILED UNDER
SEAL

EXHIBIT 14-c

Carolann Gaites
·From:

Carolann Gaites

Sent:

Tuesday, January 06, 2009 9:01 AM

To:

'[e-mail]'

Subject:

December 08 report

Attachments: Russian Monthly Report 12. 08.doc
Alexandra,
The December 08 report is attached. Happy New Year.
Carolann

5!1s.. Carofann <]aites
!Director ofJCuman 'R§sources
f}etty <Petrokum 5!1areyting Inc.
1500 J{empstead''fumpiey
'East :Mead'ow, !N'Y11554
516-542-4999

1/6/2009

Headcount

.·LIJ'Kom;,:ifuieti~:is'Col'iiofan<rn.~'·· .

!<':.': /.'/'...',:'/·//' ,· >'iY>;:.'',''?::Cf:.'/'c•'.

Gas filling
stations

Oil depots

Oil product
terminals

Hired and
dismissed

Additional
information

(during the last
month'

709

1571

NIA

5

6H/15D

Decem

ber,

2008

'
~.'

Headcount

,:r:,~om~~Hi!'as\cor'Piii-li:P.6if~A
•,

~

·>Cc:\.::·

;-•--:''

116

Gas filling
stations

1571

I
I

Oil depots

NIA

I

Oil product
terminals

I

6

I Hired and I
dismissed

{during the last
month)

I

20H/33D

Additional
information

·EXHIBIT 15 .·

EXHIBIT 15

CONFIDENTIAL
DOCUMENT
FILED UNDER
SEAL

1

2

PROOF OF SERVICE VIA LEXISNEXIS FILE & SERVE
Commonwealth ofPennsylvania v. Exxon Mobil Corporation, et al.,
United States District Court, Southern District of New York Case No. 14-cv-06228 (SAS)

3
4

I, the undersigned, declare that I am, and was at the time of service of the paper(s) herein
referred to, over the age of 18 years and not a party to this action. My business address is 1050
Fulton Avenue, Suite 100, Sacramento, CA 95825-4225.

5
6

On the date below, I served the following document on all counsel in this action
electronically through LexisNexis File & Serve:

7
8
9

DECLARATION OF MOLLY MCGINLEY HAN IN SUPPORT OF
PLAINTIFF COMMONWEALTH OF PENNSYLVANIA'S OPPOSITION
TO LUKOIL AMERICAS CORPORATION'S MOTION TO DISMISS

10
11

I declare under penalty of perjury under the laws of the United States of America and the
State of California that the foregoing is true and correct.

12
13
14
15
16
17
18
19
20
21

22
23
24
25
26
27
28

Executed on February 5, 2016, at Sacramento, California.