September 26, 2002 Anadarko Petroleum Corporation 1201 Lake Robbins Drive The Woodlands, Texas 77380-1046 Re: Support/Voting Agreement Dear Sirs: The undersigned understands that Anadarko Petroleum Corporation ("PARENT"), Belair Merger Corp., a wholly...Voting Agreement • October 16th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas • Delaware
EXHIBIT 2.1 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ---------------------------------------------- THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Amendment") is entered into this 22nd day of May, 1998, by and between Amoco Production...Purchase and Sale Agreement • June 5th, 1998 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations) • Wyoming
EXHIBIT 2.1 CONFORMED COPY ---------------------------------------------------- ---------------------------- -------------------------------------------------- ------------------------------ ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 11th, 1997 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
AmongCredit Agreement • January 2nd, 1998 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
EXHIBIT 10.4 NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement ("Option Agreement") is between Howell Corporation, a Delaware corporation (the "Company") and ___________________ (the "Optionee"). W I T N E S S E T H:...Nonqualified Stock Option Agreement • June 23rd, 2000 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations)
EXHIBIT 10.15.1 HOWELL CORPORATION RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement ("Agreement"), entered into on the 11th day of January 2001 (the "Effective Date"), which is the date on which the Grant described below was approved by the...Restricted Stock Agreement • August 7th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas • Delaware
EXHIBIT 10.3 INDEMNITY AGREEMENT THIS AGREEMENT made this _________________ between Howell Corporation, a Delaware corporation ("Company"), and _________________________ ("Indemnitee"). The Company and Indemnitee desire that Indemnitee serve or...Indemnity Agreement • May 20th, 1997 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
EXHIBIT 10.18 FIRST AMENDMENTGuaranty Agreement • August 7th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas • Texas
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 1, 1998Credit Agreement • March 25th, 1999 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
EXHIBIT 10.28 SECOND AMENDMENT TO LEASE AGREEMENT This Second Amendment to Lease Agreement (this "Second Amendment") is entered into by and between TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association ("Landlord") and HOWELL...Lease Agreement • March 20th, 1996 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations)
EXHIBIT 10.14.1 HOWELL CORPORATION DEFERRED COMPENSATION AGREEMENT THIS DEFERRED COMPENSATION AGREEMENT (the "Agreement"), dated as of December 1, 2001 ("Effective Date"), is by and between Howell Corporation, a Delaware corporation (the "Company"),...Deferred Compensation Agreement • August 7th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas • Delaware
EXHIBIT 10.1 FIRST AMENDMENTCredit Agreement • July 31st, 2001 • Howell Corp /De/ • Crude petroleum & natural gas • Texas
September 26, 2002 Anadarko Petroleum Corporation 1201 Lake Robbins Drive The Woodlands, Texas 77380-1046 Re: Support/Voting Agreement Dear Sirs: The undersigned understands that Anadarko Petroleum Corporation ("PARENT"), Belair Merger Corp., a wholly...Voting Agreement • October 16th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas • Delaware
BY AND AMONGAgreement and Plan of Merger • March 25th, 1999 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
EVELYN E. HOWELL 3711 San Felipe #15F Houston, TX 77027 HOWELL FOUNDATION 1400 Post Oak Blvd. Suite 900 Houston, TX 77056Howell Corp /De/ • December 4th, 2002 • Crude petroleum & natural gas • Delaware
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Exchange Act, the undersigned hereby agree to the joint filing with each other on behalf of each of them a statement on Schedule 13D with respect to the Common...Joint Filing Agreement • December 4th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas
In accordance with Rule 13d-1(k) promulgated under the Exchange Act, the undersigned hereby agree to the joint filing with each other on behalf of each of them a statement on Schedule 13D with respect to the Common Stock deemed to be beneficially owned by each of them.
September 26, 2002 Anadarko Petroleum Corporation 1201 Lake Robbins Drive The Woodlands, Texas 77380-1046 Re: Support/Voting Agreement Dear Sirs: The undersigned understands that Anadarko Petroleum Corporation ("PARENT"), Belair Merger Corp., a wholly...Voting Agreement • October 16th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas • Delaware
FIRST AMENDMENT TO PURCHASE & SALE AND CONTRIBUTION & CONVEYANCE AGREEMENT This First Amendment to the Purchase & Sale and Contribution and Conveyance Agreement (the "First Amendment") is effective as of December 2, 1996 among GENESIS ENERGY, L.P., a...Conveyance Agreement • December 18th, 1996 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations)
EXHIBIT 10.5 HOWELL CORPORATION RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement ("Agreement"), entered into on the ____ day of ___________, 2000 (the "Effective Date") which is the date on which the Grant described below was approved by the...Corporation Restricted Stock Agreement • June 23rd, 2000 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
September 26, 2002 Anadarko Petroleum Corporation 1201 Lake Robbins Drive The Woodlands, Texas 77380-1046 Re: Support/Voting Agreement Dear Sirs: The undersigned understands that Anadarko Petroleum Corporation ("PARENT"), Belair Merger Corp., a wholly...Howell Corp /De/ • October 16th, 2002 • Crude petroleum & natural gas • Delaware
September 26, 2002 Anadarko Petroleum Corporation 1201 Lake Robbins Drive The Woodlands, Texas 77380-1046 Re: Support/Voting Agreement Dear Sirs: The undersigned understands that Anadarko Petroleum Corporation ("PARENT"), Belair Merger Corp., a wholly...Howell Corp /De/ • October 16th, 2002 • Crude petroleum & natural gas • Delaware
November 27, 2002 Anadarko Petroleum Corporation 1201 Lake Robbins Drive The Woodlands, Texas 77380-1046 Re: Donation of Shares Dear Sirs: Evelyn E. Howell, the undersigned stockholder (the "Stockholder") of Howell Corporation ("Howell"), is party to...Howell Corp /De/ • December 4th, 2002 • Crude petroleum & natural gas • Delaware
EXHIBIT 10.7 FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement (this "First Amendment") is entered into by and between TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association ("Landlord") and HOWELL...Lease Agreement • August 7th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas
EXHIBIT 10.8 SECOND AMENDMENT TO LEASE AGREEMENT This Second Amendment to Lease Agreement (this "Second Amendment") is entered into by and between TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association ("Landlord") and HOWELL...Lease Agreement • August 7th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas
ST. LUKE'S EPISCOPAL HOSPITAL 6720 Bertner Houston, TX 77030Howell Corp /De/ • December 4th, 2002 • Crude petroleum & natural gas • Delaware
EXHIBIT 10.2 NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement ("Option Agree ment") is between Howell Corporation, a Delaware corporation (the "Company") and _________________ (the "Optionee"). W I T N E S S E T H:...Nonqualified Stock Option Agreement • June 12th, 1997 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations)
PURCHASE & SALE AND CONTRIBUTION & CONVEYANCE AGREEMENTConveyance Agreement • December 18th, 1996 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTDirector Nonqualified Stock Option Agreement • June 23rd, 2000 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations)
EXHIBIT 99.1 May 14, 1997Howell Corp /De/ • May 20th, 1997 • Wholesale-petroleum & petroleum products (no bulk stations)
WITNESSETH:Guaranty Agreement • August 7th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas • Texas
EXHIBIT 10.27 FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement (this "First Amendment") is entered into by and between TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association ("Landlord") and HOWELL...Lease Agreement • March 20th, 1996 • Howell Corp /De/ • Wholesale-petroleum & petroleum products (no bulk stations)
ANNEX A AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 7th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas • Delaware
EXHIBIT 10.6 LEASE AGREEMENT By and Between TEXAS COMMERCE BANK NATIONAL ASSOCIATIONLease Agreement • August 7th, 2002 • Howell Corp /De/ • Crude petroleum & natural gas • Texas
EXHIBIT 12 IRREVOCABLE APPOINTMENT OF PROXY The undersigned stockholder (the "Stockholder") of Howell Corporation ("BELAIR") has executed a Support/Voting Agreement (the "Voting Agreement"), dated September 26, 2002, between the Stockholder and...Howell Corp /De/ • December 4th, 2002 • Crude petroleum & natural gas
The undersigned stockholder (the "Stockholder") of Howell Corporation ("BELAIR") has executed a Support/Voting Agreement (the "Voting Agreement"), dated September 26, 2002, between the Stockholder and Anadarko Petroleum Corporation ("PARENT"). The Voting Agreement relates to the Agreement and Plan of Merger, dated the same date, among PARENT, Belair Merger Corp. ("Subcorp") and BELAIR (the "Merger Agreement"). The Merger Agreement provides for, among other things, the merger of Subcorp with and into BELAIR (the "Merger").
