Exhibit 24.2
TESORO PETROLEUM CORPORATION
300 Concord Plaza Drive
San Antonio, Texas 78216-6999
April 17, 2003
SECRETARY'S CERTIFICATE
The undersigned, James C. Reed, Jr., does hereby certify on behalf of
Tesoro Petroleum Corporation, a Delaware corporation (the "Company"), that he is
the duly elected, qualified and acting Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company on March 13, 2003, pertaining to (i) the
authorization, issuance, execution and delivery of the Notes, which will be
issued by the Company pursuant to the Purchase Agreement (the "Notes"); (ii) the
execution and delivery of the Indenture relating to the Notes, among the
Company, the Guarantors and The Bank of New York, as Trustee (the "Indenture");
(iii) the execution and delivery of the Purchase Agreement, among the Company,
the Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the execution
and delivery of the Security Documents, as defined in the Purchase Agreement
(the "Security Documents"); (v) the execution and delivery of the Registration
Rights Agreement, dated as of the date hereof, relating to the Notes, among the
Company, the Guarantors and the Purchasers (the "Registration Rights
Agreement")and (vi) all other transactions with respect to the Notes
contemplated by the Offering Circular, and by the Pricing Committee of the Board
of Directors on April 7, 2003 approving the price of the Notes; said resolutions
have not been amended, rescinded or modified since their adoption and remain in
full force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the offering of up to $375,000,000 aggregate principal amount of
the Notes by Tesoro Petroleum Corporation;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th,
day of April, 2003.
Tesoro Petroleum Corporation
By: /s/ JAMES C. REED, JR.
---------------------------------------------
Name: James C. Reed, Jr.
Title: Secretary
I, Charles S. Parrish, Assistant Secretary of Tesoro Petroleum
Corporation, do hereby certify that James C. Reed, Jr. is the duly elected and
qualified Secretary of Tesoro Petroleum Corporation, and that the signature of
James C. Reed, Jr. set forth above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th
day of April, 2003.
By: /s/ CHARLES S. PARRISH
---------------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
Company Secretary's Certificate
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO PETROLEUM CORPORATION (the
"Company"), the other Guarantors listed on the signature
pages thereto (the "Guarantors") and Goldman, Sachs & Co.
and Banc One Capital Markets, Inc., as the initial
purchasers (collectively, the "Initial Purchasers")
providing for the issuance, sale and delivery by Tesoro of
Senior Secured Notes (the "Notes") of Tesoro in an aggregate
principal amount of $375,000,000, in such form and with such
terms and provisions as the Authorized Officer (as defined
below) executing same shall approve be, and hereby is,
approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
DIGICOMP, INC., a Delaware corporation (the "Company") that he is the duly
elected, qualified and acting Assistant Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
DIGICOMP, INC.
By: /s/ CHARLES S. PARRISH
----------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel and
Secretary of Digicomp, Inc., do hereby certify that Charles S. Parrish, is the
duly elected and qualified Assistant Secretary of Digicomp, Inc., and that the
signature of Charles S. Parrish set forth above is his true and genuine
signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
----------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President, General
Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among DIGICOMP, INC. (the "Company"),
Tesoro Petroleum Corporation ("Tesoro"), the other
Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Authorized Officer (as defined below) executing same shall
approve be, and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and
April 17, 2003
SECRETARY'S CERTIFICATE
The undersigned, Eric A. Haugstad, does hereby certify on behalf of FAR
EAST MARITIME COMPANY, a Delaware corporation (the "Company") that he is the
duly elected, qualified and acting Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
FAR EAST MARITIME COMPANY
By: /s/ ERIC A. HAUGSTAD
----------------------------------
Name: Eric A. Haugstad
Title: Secretary
I, Timothy F. Plummer, the Chairman of the Board of Directors and
President, do hereby certify that Eric A. Haugstad, is the duly elected and
qualified Secretary of Far East Maritime Company, and that the signature of Eric
A. Haugstad set forth above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ TIMOTHY F. PLUMMER
----------------------------------
Name: Timothy F. Plummer
Title: Chairman of the Board of
Directors and President
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among FAR EAST MARITIME COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Attorney-in Fact (as defined below) shall approve be, and
hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and
April 17, 2003
SECRETARY'S CERTIFICATE
The undersigned, Eric A. Haugstad, does hereby certify on behalf of GOLD
STAR MARITIME COMPANY, a Delaware corporation (the "Company") that he is the
duly elected, qualified and acting Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
GOLD STAR MARITIME COMPANY
By: /s/ ERIC A. HAUGSTAD
---------------------------------
Name: Eric A. Haugstad
Title: Secretary
I, Timothy F. Plummer, the Chairman of the Board of Directors and
President, do hereby certify that Eric A. Haugstad, is the duly elected and
qualified Secretary of Gold Star Maritime Company, and that the signature of
Eric A. Haugstad set forth above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day
of April, 2003.
By: /s/ TIMOTHY F. PLUMMER
---------------------------------
Name: Timothy F. Plummer
Title: Chairman of the Board of
Directors and President
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among GOLD STAR MARITIME COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Attorney-in Fact (as defined below) shall approve be, and
hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
KENAI PIPE LINE COMPANY, a Delaware corporation (the "Company") that he is the
duly elected, qualified and acting Assistant Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted
by the Board of Directors of the Company or the Board of Directors of the
Company's sole member on April 15, 2003, pertaining to (i) the authorization,
issuance, execution and delivery of the Notation of Guarantee (the "Guarantee");
(ii) the authorization, execution and delivery of the Indenture relating to the
Notes and Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The
Bank of New York, as Trustee (the "Indenture"); (iii) the authorization,
execution and delivery of the Purchase Agreement among Tesoro Petroleum
Corporation, the Guarantors and the Purchasers (the "Purchase Agreement"); (iv)
the authorization, execution and delivery of the Security Documents, as defined
in the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
KENAI PIPE LINE COMPANY
By: /s/ CHARLES S. PARRISH
---------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President and Secretary of
Kenai Pipe Line Company, do hereby certify that Charles S. Parrish, is the duly
elected and qualified Assistant Secretary of Kenai Pipe Line Company, and that
the signature of Charles S. Parrish set forth above is his true and genuine
signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day
of April, 2003.
By: /s/ JAMES C. REED, JR.
---------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President and
Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among KENAI PIPE LINE COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Authorized Officer (as defined below) executing same shall
approve be, and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and
April 17, 2003
SECRETARY'S CERTIFICATE
The undersigned, James C. Reed, Jr., does hereby certify on behalf of
SMILEY'S SUPER SERVICE, INC., a Hawaii corporation (the "Company") that he is
the duly elected, qualified and acting Executive Vice President and Secretary of
the Company and that:
Attached hereto are true and correct copies of resolutions adopted
by the Board of Directors of the Company or the Board of Directors of the
Company's sole member on April 15, 2003, pertaining to (i) the authorization,
issuance, execution and delivery of the Notation of Guarantee (the "Guarantee");
(ii) the authorization, execution and delivery of the Indenture relating to the
Notes and Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The
Bank of New York, as Trustee (the "Indenture"); (iii) the authorization,
execution and delivery of the Purchase Agreement among Tesoro Petroleum
Corporation, the Guarantors and the Purchasers (the "Purchase Agreement"); (iv)
the authorization, execution and delivery of the Security Documents, as defined
in the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
SMILEY'S SUPER SERVICE, INC.
By: /s/ JAMES C. REED, JR.
---------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President and
Secretary
I, Sharon L. Layman, the Vice President and Treasurer of Smiley's Super
Service, Inc., do hereby certify that James C. Reed, Jr., is the duly elected
and qualified Executive Vice President and Secretary of Smiley's Super Service,
Inc., and that the signature of James C. Reed, Jr. set forth above is his true
and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day
of April, 2003.
By: /s/ SHARON L. LAYMAN
---------------------------------
Name: Sharon L. Layman
Title: Vice President and
Treasurer
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among SMILEY'S SUPER SERVICE, INC. (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Authorized Officer (as defined below) executing same shall
approve be, and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO ALASKA COMPANY, a Delaware corporation (the "Company") that he is the
duly elected, qualified and acting Assistant Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted
by the Board of Directors of the Company or the Board of Directors of the
Company's sole member on April 15, 2003, pertaining to (i) the authorization,
issuance, execution and delivery of the Notation of Guarantee (the "Guarantee");
(ii) the authorization, execution and delivery of the Indenture relating to the
Notes and Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The
Bank of New York, as Trustee (the "Indenture"); (iii) the authorization,
execution and delivery of the Purchase Agreement among Tesoro Petroleum
Corporation, the Guarantors and the Purchasers (the "Purchase Agreement"); (iv)
the authorization, execution and delivery of the Security Documents, as defined
in the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO ALASKA COMPANY
By: /s/ CHARLES S. PARRISH
---------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President and Secretary of
Tesoro Alaska Company, do hereby certify that Charles S. Parrish, is the duly
elected and qualified Assistant Secretary of Tesoro Alaska Company, and that the
signature of Charles S. Parrish set forth above is his true and genuine
signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day
of April, 2003.
By: /s/ JAMES C. REED, JR.
---------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President and
Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO ALASKA COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the other
Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the Authorized
Officer (as defined below) executing same shall approve be,
and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to execute
and deliver a power-of-attorney appointing Bruce A. Smith,
James C. Reed, Jr. and Charles S. Parrish each to be the
attorneys-in-fact and agents with power of substitution and
resubstitution, for each of such directors and officers and in
their name, place and stead, in any and all capacities, to
sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO ALASKA PIPELINE COMPANY, a Delaware corporation (the "Company") that he
is the duly elected, qualified and acting Assistant Secretary of the Company and
that:
Attached hereto are true and correct copies of resolutions adopted by
the Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO ALASKA PIPELINE COMPANY
By: /s/ CHARLES S. PARRISH
-------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President and Secretary of
Tesoro Alaska Pipeline Company, do hereby certify that Charles S. Parrish, is
the duly elected and qualified Assistant Secretary of Tesoro Alaska Pipeline
Company and that the signature of Charles S. Parrish set forth above is his
true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
-------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President and
Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO ALASKA PIPELINE COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the other
Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the Authorized
Officer (as defined below) executing same shall approve be,
and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to execute
and deliver a power-of-attorney appointing Bruce A. Smith,
James C. Reed, Jr. and Charles S. Parrish each to be the
attorneys-in-fact and agents with power of substitution and
resubstitution, for each of such directors and officers and in
their name, place and stead, in any and all capacities, to
sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO AVIATION COMPANY, a Delaware corporation (the "Company") that he is the
duly elected, qualified and acting Assistant Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by
the Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO AVIATION COMPANY
By: /s/ CHARLES S. PARRISH
-------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel
and Secretary of Digicomp, Inc., do hereby certify that Charles S. Parrish,
is the duly elected and qualified Assistant Secretary of Tesoro Aviation
Company, and that the signature of Charles S. Parrish set forth above is his
true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
-------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President, General
Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO AVIATION COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the other
Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the Authorized
Officer (as defined below) executing same shall approve be,
and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to execute
and deliver a power-of-attorney appointing Bruce A. Smith,
James C. Reed, Jr. and Charles S. Parrish each to be the
attorneys-in-fact and agents with power of substitution and
resubstitution, for each of such directors and officers and in
their name, place and stead, in any and all capacities, to
sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO GAS RESOURCES COMPANY, INC., a Delaware corporation (the "Company") that
he is the duly elected, qualified and acting Assistant Secretary of the Company
and that:
Attached hereto are true and correct copies of resolutions adopted by
the Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO GAS RESOURCES COMPANY, INC.
By: /s/ CHARLES S. PARRISH
-------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel
and Secretary of Tesoro Gas Resources Company, Inc., do hereby certify that
Charles S. Parrish, is the duly elected and qualified Assistant Secretary of
Tesoro Gas Resources Company, Inc., and that the signature of Charles S.
Parrish set forth above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
-------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President,
General Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO GAS RESOURCES COMPANY, INC.
(the "Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the Authorized
Officer (as defined below) executing same shall approve be,
and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to execute
and deliver a power-of-attorney appointing Bruce A. Smith,
James C. Reed, Jr. and Charles S. Parrish each to be the
attorneys-in-fact and agents with power of substitution and
resubstitution, for each of such directors and officers and in
their name, place and stead, in any and all capacities, to
sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
SECRETARY'S CERTIFICATE
The undersigned, James C. Reed, Jr., does hereby certify on behalf of
TESORO HAWAII CORPORATION, a Hawaii corporation (the "Company") that he is
the duly elected, qualified and acting Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by
the Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO HAWAII CORPORATION
By: /s/ JAMES C. REED, JR.
-------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President and
Secretary
I, Sharon L. Layman, the Vice President and Treasurer of Tesoro Hawaii
Corporation, do hereby certify that James C. Reed, Jr., is the duly elected
and qualified Executive Vice President and Secretary of Tesoro Hawaii
Corporation, and that the signature of James C. Reed, Jr. set forth above is
his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ SHARON L. LAYMAN
-------------------------------------
Name: Sharon L. Layman
Title: Vice President and Treasurer
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO HAWAII CORPORATION (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the other
Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the Authorized
Officer (as defined below) executing same shall approve be,
and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to execute
and deliver a power-of-attorney appointing Bruce A. Smith,
James C. Reed, Jr. and Charles S. Parrish each to be the
attorneys-in-fact and agents with power of substitution and
resubstitution, for each of such directors and officers and in
their name, place and stead, in any and all capacities, to
sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO HIGH PLAINS PIPELINE COMPANY, a Delaware corporation (the "Company") that
he is the duly elected, qualified and acting Assistant Secretary of the Company
and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO HIGH PLAINS PIPELINE COMPANY
By: /s/ CHARLES S. PARRISH
-------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel
and Secretary of Tesoro High Plains Pipeline Company, do hereby certify that
Charles S. Parrish, is the duly elected and qualified Assistant Secretary of
Tesoro High Plains Pipeline Company, and that the signature of Charles S.
Parrish set forth above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
-------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President,
General Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO HIGH PLAINS PIPELINE COMPANY
(the "Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the Authorized
Officer (as defined below) executing same shall approve be,
and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to execute
and deliver a power-of-attorney appointing Bruce A. Smith,
James C. Reed, Jr. and Charles S. Parrish each to be the
attorneys-in-fact and agents with power of substitution and
resubstitution, for each of such directors and officers and in
their name, place and stead, in any and all capacities, to
sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO MARINE SERVICES, LLC, a Delaware limited liability company (the
"Company") that he is the duly elected, qualified and acting Assistant Secretary
of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO MARINE SERVICES, LLC
By: /s/ CHARLES S. PARRISH
-------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel
and Secretary of Tesoro Marine Services, LLC, do hereby certify that Charles
S. Parrish, is the duly elected and qualified Assistant Secretary of Tesoro
Marine Services, LLC, and that the signature of Charles S. Parrish set forth
above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
-------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President,
General Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO MARINE SERVICES, LLC (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the other
Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the Authorized
Officer (as defined below) executing same shall approve be,
and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to execute
and deliver a power-of-attorney appointing Bruce A. Smith,
James C. Reed, Jr. and Charles S. Parrish each to be the
attorneys-in-fact and agents with power of substitution and
resubstitution, for each of such directors and officers and in
their name, place and stead, in any and all capacities, to
sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO MARITIME COMPANY, a Delaware corporation (the "Company") that he is the
duly elected, qualified and acting Assistant Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by
the Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO MARITIME COMPANY
By: /s/ CHARLES S. PARRISH
-------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel
and Secretary of Tesoro Maritime Company, do hereby certify that Charles S.
Parrish, is the duly elected and qualified Assistant Secretary of Tesoro
Maritime Company, and that the signature of Charles S. Parrish set forth
above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
-------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President,
General Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL
AMOUNT OF SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to
be entered into by and among TESORO MARITIME COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Authorized Officer (as defined below) executing same shall
approve be, and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to execute
and deliver a power-of-attorney appointing Bruce A. Smith,
James C. Reed, Jr. and Charles S. Parrish each to be the
attorneys-in-fact and agents with power of substitution and
resubstitution, for each of such directors and officers and in
their name, place and stead, in any and all capacities, to
sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO NORTHSTORE COMPANY, an Alaska corporation (the "Company") that he is the
duly elected, qualified and acting Assistant Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by
the Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
Latham & Watkins LLP and Fulbright & Jaworski L.L.P. are entitled to rely
on this certificate in connection with the opinions that such firms are
rendering pursuant to clauses (a) and (b), respectively, of Section 7 of the
Purchase Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO NORTHSTORE COMPANY
By: /s/ CHARLES S. PARRISH
--------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President and Secretary of
Tesoro Northstore Company, do hereby certify that Charles S. Parrish, is the
duly elected and qualified Assistant Secretary of Tesoro Northstore Company,
and that the signature of Charles S. Parrish set forth above is his true and
genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
------------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL
AMOUNT OF SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to
be entered into by and among TESORO NORTHSTORE COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Authorized Officer (as defined below) executing same shall
approve be, and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who
are required to execute the Registration Statement be, and
they hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all capacities,
to sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO PETROLEUM COMPANIES, INC., a Delaware corporation (the "Company") that he
is the duly elected, qualified and acting Assistant Secretary of the Company and
that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO PETROLEUM COMPANIES, INC.
By: /s/ CHARLES S. PARRISH
---------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel
and Secretary of Tesoro Petroleum Companies, Inc., do hereby certify that
Charles S. Parrish, is the duly elected and qualified Assistant Secretary of
Tesoro Petroleum Companies, Inc., and that the signature of Charles S.
Parrish set forth above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
---------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President, General
Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL
AMOUNT OF SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to
be entered into by and among TESORO PETROLEUM COMPANIES,
INC. (the "Company"), Tesoro Petroleum Corporation
("Tesoro"), the other Guarantors listed on the signature
pages thereto (the "Guarantors") and Goldman, Sachs & Co.
and Banc One Capital Markets, Inc., as the initial
purchasers (collectively, the "Initial Purchasers")
providing for the issuance, sale and delivery by Tesoro of
Senior Secured Notes (the "Notes") of Tesoro in an
aggregate principal amount of $375,000,000, in such form
and with such terms and provisions as the Authorized
Officer (as defined below) executing same shall approve be,
and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who
are required to execute the Registration Statement be, and
they hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all capacities,
to sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO REFINING AND MARKETING COMPANY, a Delaware corporation (the "Company")
that he is the duly elected, qualified and acting Assistant Secretary of the
Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO REFINING AND MARKETING COMPANY
By: /s/ CHARLES S. PARRISH
---------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President and Secretary of
Tesoro Refining and Marketing Company, do hereby certify that Charles S.
Parrish, is the duly elected and qualified Assistant Secretary of Tesoro
Refining and Marketing Company, and that the signature of Charles S. Parrish
set forth above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
---------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL
AMOUNT OF SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to
be entered into by and among TESORO REFINING AND MARKETING
COMPANY (the "Company"), Tesoro Petroleum Corporation
("Tesoro"), the other Guarantors listed on the signature
pages thereto (the "Guarantors") and Goldman, Sachs & Co.
and Banc One Capital Markets, Inc., as the initial
purchasers (collectively, the "Initial Purchasers")
providing for the issuance, sale and delivery by Tesoro of
Senior Secured Notes (the "Notes") of Tesoro in an
aggregate principal amount of $375,000,000, in such form
and with such terms and provisions as the Authorized
Officer (as defined below) executing same shall approve be,
and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who
are required to execute the Registration Statement be, and
they hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all capacities,
to sign any amendment(s) to the Registration Statements,
including any post-effective amendment(s), to file the same
with the Securities Exchange Commission (the "Commission") and
to perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO TECHNOLOGY COMPANY, a Delaware corporation (the "Company") that he is the
duly elected, qualified and acting Assistant Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO TECHNOLOGY COMPANY
By: /s/ CHARLES S. PARRISH
---------------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel
and Secretary of Tesoro Technology Company, do hereby certify that Charles S.
Parrish, is the duly elected and qualified Assistant Secretary of Tesoro
Technology Company, and that the signature of Charles S. Parrish set forth
above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
---------------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President,
General Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO TECHNOLOGY COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Authorized Officer (as defined below) executing same shall
approve be, and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO TRADING COMPANY, a Delaware corporation (the "Company") that he is the
duly elected, qualified and acting Assistant Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO TRADING COMPANY
By: /s/ CHARLES S. PARRISH
----------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel and
Secretary of Tesoro Trading Company, do hereby certify that Charles S. Parrish,
is the duly elected and qualified Assistant Secretary of Tesoro Trading Company,
and that the signature of Charles S. Parrish set forth above is his true and
genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
----------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President, General
Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO TRADING COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Authorized Officer (as defined below) executing same shall
approve be, and hereby is, approved in all respects; and
FURTHER RESOLVED,
that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO VOSTOK COMPANY, a Delaware corporation (the "Company") that he is the
duly elected, qualified and acting Assistant Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO VOSTOK COMPANY
By: /s/ CHARLES S. PARRISH
----------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President and Secretary of
Tesoro Vostok Company, do hereby certify that Charles S. Parrish, is the duly
elected and qualified Assistant Secretary of Tesoro Vostok Company, and that the
signature of Charles S. Parrish set forth above is his true and genuine
signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
----------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President and
Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO VOSTOK COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Authorized Officer (as defined below) executing same shall
approve be, and hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and
April 17, 2003
SECRETARY'S CERTIFICATE
The undersigned, Sean A. Breiner, does hereby certify on behalf of TESORO
FINANCIAL SERVICES HOLDING COMPANY, a Delaware corporation (the "Company") that
he is the duly elected, qualified and acting Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO FINANCIAL SERVICES HOLDING COMPANY
By: /s/ SEAN A. BREINER
----------------------------------
Name: Sean A. Breiner
Title: Secretary
I, Heather R. Hill, a Director of Tesoro Financial Services Holding
Company, do hereby certify that Sean A. Breiner, is the duly elected and
qualified Secretary of Tesoro Financial Services Holding Company, and that the
signature of Sean A. Breiner set forth above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ HEATHER R. HILL
----------------------------------
Name: Heather R. Hill
Title: Director
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO FINANCIAL SERVICES HOLDING
COMPANY (the "Company"), Tesoro Petroleum Corporation
("Tesoro"), the other Guarantors listed on the signature
pages thereto (the "Guarantors") and Goldman, Sachs & Co.
and Banc One Capital Markets, Inc., as the initial
purchasers (collectively, the "Initial Purchasers")
providing for the issuance, sale and delivery by Tesoro of
Senior Secured Notes (the "Notes") of Tesoro in an aggregate
principal amount of $375,000,000, in such form and with such
terms and provisions as the Attorney-in Fact (as defined
below) shall approve be, and hereby is, approved in all
respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO MARINE SERVICES HOLDING COMPANY, a Delaware corporation (the "Company")
that he is the duly elected, qualified and acting Assistant Secretary of the
Company and that:
Attached hereto are true and correct copies of resolutions adopted by
the Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO MARINE SERVICES HOLDING COMPANY
By: /s/ CHARLES S. PARRISH
----------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel and
Secretary of Tesoro Marine Services Holding Company, do hereby certify that
Charles S. Parrish, is the duly elected and qualified Assistant Secretary of
Tesoro Marine Services Holding Company, and that the signature of Charles S.
Parrish set forth above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
----------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President, General
Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO MARINE SERVICES HOLDING
COMPANY (the "Company"), Tesoro Petroleum Corporation
("Tesoro"), the other Guarantors listed on the signature
pages thereto (the "Guarantors") and Goldman, Sachs & Co.
and Banc One Capital Markets, Inc., as the initial
purchasers (collectively, the "Initial Purchasers")
providing for the issuance, sale and delivery by Tesoro of
Senior Secured Notes (the "Notes") of Tesoro in an aggregate
principal amount of $375,000,000, in such form and with such
terms and provisions as the Authorized Officer (as defined
below) executing same shall approve be, and hereby is,
approved in all respects; and
FURTHER RESOLVED, that the Authorized Officers who are required to execute the
Registration Statement be, and they hereby are, and each of
them hereby is, authorized to execute and deliver a
power-of-attorney appointing Bruce A. Smith, James C. Reed,
Jr. and Charles S. Parrish each to be the attorneys-in-fact
and agents with power of substitution and resubstitution,
for each of such directors and officers and in their name,
place and stead, in any and all capacities, to sign any
amendment(s) to the Registration Statements, including any
post-effective amendment(s), to file the same with the
Securities Exchange Commission (the "Commission") and to
perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Charles S. Parrish, does hereby certify on behalf of
TESORO WASATCH, LLC, a Delaware corporation (the "Company") that he is the duly
elected, qualified and acting Assistant Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
TESORO WASATCH, LLC
By: /s/ CHARLES S. PARRISH
----------------------------------
Name: Charles S. Parrish
Title: Assistant Secretary
I, James C. Reed, Jr., the Executive Vice President, General Counsel and
Secretary of Tesoro Wasatch, LLC, do hereby certify that Charles S. Parrish, is
the duly elected and qualified Assistant Secretary of Tesoro Wasatch, LLC, and
that the signature of Charles S. Parrish set forth above is his true and genuine
signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ JAMES C. REED, JR.
----------------------------------
Name: James C. Reed, Jr.
Title: Executive Vice President, General
Counsel and Secretary
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among TESORO WASATCH, LLC (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Authorized Officer (as defined below) executing same shall
approve be, and hereby is, approved in all respects; and
FURTHER RESOLVED, that the Authorized Officers who are required to execute the
Registration Statement be, and they hereby are, and each of
them hereby is, authorized to execute and deliver a
power-of-attorney appointing Bruce A. Smith, James C. Reed,
Jr. and Charles S. Parrish each to be the attorneys-in-fact
and agents with power of substitution and resubstitution,
for each of such directors and officers and in their name,
place and stead, in any and all capacities, to sign any
amendment(s) to the Registration Statements, including any
post-effective amendment(s), to file the same with the
Securities Exchange Commission (the "Commission") and to
perform all other acts necessary in connection with any
matter relating to the Registration Statement and any
amendment(s) or post-effective amendment(s) thereto; and
April 17, 2003
SECRETARY'S CERTIFICATE
The undersigned, Heather R. Hill, does hereby certify on behalf of VICTORY
FINANCE COMPANY, a Delaware corporation (the "Company") that she is the duly
elected, qualified and acting Secretary of the Company and that:
Attached hereto are true and correct copies of resolutions adopted by the
Board of Directors of the Company or the Board of Directors of the Company's
sole member on April 15, 2003, pertaining to (i) the authorization, issuance,
execution and delivery of the Notation of Guarantee (the "Guarantee"); (ii) the
authorization, execution and delivery of the Indenture relating to the Notes and
Guarantee, among Tesoro Petroleum Corporation, the Guarantors and The Bank of
New York, as Trustee (the "Indenture"); (iii) the authorization, execution and
delivery of the Purchase Agreement among Tesoro Petroleum Corporation, the
Guarantors and the Purchasers (the "Purchase Agreement"); (iv) the
authorization, execution and delivery of the Security Documents, as defined in
the Purchase Agreement (the "Security Documents"); (v) the authorization,
execution and delivery of the Exchange and Registration Rights Agreement, dated
as of the date hereof, relating to the Notes and Guarantee, among Tesoro
Petroleum Corporation, the Guarantors and the Purchasers (the "Registration
Rights Agreement"); and (vi) all other transactions with respect to the Notes
and Guarantee contemplated by the Offering Circular; said resolutions have not
been amended, rescinded or modified since their adoption and remain in full
force and effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors, or any committee thereof,
pertaining to the guarantee by the Company of the offering of the Notes;
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of April,
2003.
VICTORY FINANCE COMPANY
By: /s/ HEATHER R. HILL
----------------------------------
Name: Heather R. Hill
Title: Secretary
I, Charles L. Magee, President of Victory Finance Company, do hereby
certify that Heather R. Hill, is the duly elected and qualified Secretary of
Victory Finance Company.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 17th day of
April, 2003.
By: /s/ CHARLES L. MAGEE
----------------------------------
Name: Charles L. Magee
Title: President
OFFERING BY TESORO PETROLEUM CORPORATION OF $375,000,000 PRINCIPAL AMOUNT OF
SENIOR SECURED NOTES
RESOLVED, that the Purchase Agreement (the "Purchase Agreement") to be
entered into by and among VICTORY FINANCE COMPANY (the
"Company"), Tesoro Petroleum Corporation ("Tesoro"), the
other Guarantors listed on the signature pages thereto (the
"Guarantors") and Goldman, Sachs & Co. and Banc One Capital
Markets, Inc., as the initial purchasers (collectively, the
"Initial Purchasers") providing for the issuance, sale and
delivery by Tesoro of Senior Secured Notes (the "Notes") of
Tesoro in an aggregate principal amount of $375,000,000, in
such form and with such terms and provisions as the
Attorney-in Fact (as defined below) shall approve be, and
hereby is, approved in all respects; and
FURTHER RESOLVED, that the officers and directors of the Company who are
required to execute the Registration Statement be, and they
hereby are, and each of them hereby is, authorized to
execute and deliver a power-of-attorney appointing Bruce A.
Smith, James C. Reed, Jr. and Charles S. Parrish each to be
the attorneys-in-fact and agents with power of substitution
and resubstitution, for each of such directors and officers
and in their name, place and stead, in any and all
capacities, to sign any amendment(s) to the Registration
Statements, including any post-effective amendment(s), to
file the same with the Securities Exchange Commission (the
"Commission") and to perform all other acts necessary in
connection with any matter relating to the Registration
Statement and any amendment(s) or post-effective
amendment(s) thereto; and