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<br />ASSIGNMENT AGREEMENT <br />THIS ASSIGNMENT AGREEMENT ("Agreement") is entered into as of <br />2002 by and between GSF ENERGY L.L.C., a Delaware limited liability <br />company ("GSF Enemy"), successor-in-interest to GETTY SYNTHETIC FUELS, INC. <br />("GSF"), and Waste Management of Alameda County, Inc., a California corporation ("Waste <br />Management"). <br />Recitals <br />A. GSF and the City of San Leandro (the "Cites") executed that certain Agreement <br />Granting Franchise for a Pipeline in City Streets or Public Right of Way dated October 6, 1980, <br />which was amended in that certain letter agreement dated November 17, 1980 and in that certain <br />Amendment to Agreement Granting Franchise for a Pipeline in City Streets or Public Right of <br />Way dated March 20, 1984 (collectively, the "Franchise Agreement"). <br />B. Pursuant to Paragraph 6 of the Franchise Agreement, the City's consent is <br />required prior to any assignment of the Franchise Agreement.. The City gave consent to the <br />transfer from GSF to Waste Management on , 2002. <br />C. The City issued that certain License Agreement dated June 25, 1985 to GSF, <br />which expired on June 24, 1995. In connection with its review of the Franchise Agreement, the <br />City retroactively reissued the License Agreement as of June 24, 1995, a copy of which is <br />attached as Exhibit A to this Agreement. (the "License Agreement").. <br />D. GSF Energy desires to assign to Waste Management, and Waste Management <br />desires to accept an assignment from GSF Energy, of the Franchise Agreement and the License <br />Agreement on the terms and conditions set forth herein. <br />NOW, THEREFORE, in consideration of the promises and covenants contained herein, <br />and for other good and valuable consideration, the receipt and sufficiency of which is hereby <br />acknowledged, the parties hereto agree as follows: <br />1. Assi nom. GSF Energy hereby assigns, transfers, conveys and delivers to <br />Waste Management, its successors and assigns, all of GSF Energy's rights, title, and interests in, <br />to and under the Franchise Agreement and the License Agreement. <br />Z. Assumption. Waste Management hereby accepts and assumes the foregoing <br />assignment, transfer, conveyance and delivery of all of GSF's rights, title and interests in, to and <br />under the Franchise Agreement and the License Agreement. <br />3. Governing Law. This Agreement shall be governed by and interpreted under the <br />laws of the State of California. <br />SF #635896 vl <br />