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County of Salt Lake ) <br />)ss. <br />State of Utah ) <br />AFFIDAVIT <br />201 30274E <br />Scott K. Mayeda, being by me first duly sworn, does appear and state as follows <br />under oath: <br />1. I am Corporate Counsel for the Sinclair Companies f/k/a Sinclair Oil <br />Corporation, a Wyoming corporation. <br />2. Pursuant to a plan of Complete Liquidation, on December 30, 1975, <br />Pasco, Inc. sold all of its upstream production assets to Amoco <br />Production Company. <br />3. Further pursuant to the plan of Complete Liquidation, on July 1, <br />1976, substantially all of the remaining assets of Pasco, Inc. were <br />sold to: <br />Sinclair Oil Corporation, a Wyoming corporation, formed <br />on February 9, 1976. <br />Included in such sales were all of the outstanding shares of stock of <br />the following Corporations: <br />Pasco Pipeline Company, a Delaware corporation; <br />Pasco Marketing, Inc., a Delaware corporation; <br />Sinclair Oil Corporation, a Delaware corporation; <br />Pasco Petroleum, Inc., a Delaware corporation; <br />Pasco Investment Company, a Delaware corporation; <br />and <br />Pasco Refining, Inc., a Delaware corporation. <br />On July 21, 1976, the names of certain of these subsidiaries were <br />changed, as follows: <br />Pasco Pipeline Company became Sinclair Pipeline Company; <br />Pasco Marketing, Inc. became Sinclair Marketing, Inc.; <br />Pasco Petroleum, Inc. became Sinclair Petroleum, Inc. <br />4. In early and mid December of 1986 the following mergers took place: <br />Sun Mesa, Inc., a California corporation into California Little America <br />Co., a California corporation; California Little America Co., a California <br />corporation, Holding's Little America, a Wyoming corporation, and <br />Little America Hotel Corporation, a Utah corporation, into Little <br />America Refining Co., a Wyoming corporation; and, Sinclair Marketing <br />