TERMINATION AGREEMENT CONCERNING THE
FIRST AMENDED LEASE AGREEMENT
This TERMINATION AGREEMENT CONCERNING THE FIRST AMENDED LEASE AGREEMENT,
is by and between DESTEC PROPERTIES LIMITED PARTNERSHIP ("Destec"), a Nevada
limited partnership, and THE DOW CHEMICAL COMPANY, a Delaware corporation
("Dow").
WHEREAS, Destec Ventures, Inc. and Dow entered into a Lease Agreement
effective December 29, 1989 concerning certain fee simple, leasehold and
other property interests, including options to acquire fee or determinable
fee ownership, in various lignite-containing lands in Texas; and
WHEREAS, the Lease Agreement was amended, superseded and replaced in its
entirety by the First Amended Lease Agreement effective the 1st day of
January, 1990;
WHEREAS, Destec Ventures, Inc. assigned all its rights, title and
interest in the Lease Agreement and the First Amended Lease Agreement to
Destec Properties Limited Partnership by an Assignment executed as of
December 17, 1991;
WHEREAS, Destec Ventures, Inc. conveyed its fee simple properties
covered by the First Amended Lease Agreement to Destec Properties Limited
Partnership;
WHEREAS, Destec Ventures, Inc. assigned its leases covered by the First
Amended Lease Agreement to Destec Properties Limited Partnership; and
WHEREAS, Dow and Destec now mutually desire to terminate the First
Amended Lease Agreement because Dow has exercised its option to purchase all
of Destec's interests in all of the reserves covered by the First Amended
Lease Agreement;
NOW THEREFORE, in consideration of their mutual covenants and
undertakings Dow and Destec agree as follows:
1. FIRST AMENDED LEASE AGREEMENT. Effective as of the Effective Time,
as such term is defined in the Agreement and Plan Of Merger dated
February 17, 1997, by and among Destec Energy, Inc., Dow, NGC Corporation
and NGC Acquisition Corporation II, the First Amended Lease Agreement is
terminated; provided however, any remedies of either party for any breach
of the other party's obligations under that Agreement shall survive
termination of that Agreement.
This Agreement has been duly executed by authorized representatives of
the parties.
DESTEC PROPERTIES LIMITED PARTNERSHIP
BY: DESTEC PROPERTIES, INC.
GENERAL PARTNER
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, Chief
Financial Officer and Treasurer
THE DOW CHEMICAL COMPANY
By: /s/ X.X. Xxxxxxxxx
---------------------------
Name: X.X. Xxxxxxxxx
Title: Corporate Director, Mergers & Acquisitions
WITNESSES: (as to Destec) WITNESSES: (as to Dow)
/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxx
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/s/ Xxxxx X. Xxxxxxxxxx /s/ Xxxx X. Xxxxxxx
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XXXXX XX XXX XXXX
XXXXXX XX XXX XXXX
Xx this 17th day of February, 1997 before me and the two witnesses
indicated above appeared Xxxxxxx X. Xxxxxxxxx, who, being duly sworn, stated
that he is the Senior Vice President, Chief Financial Officer and Treasurer
of Destec Properties, Inc., General Partner of Destec Properties Limited
Partnership, a Nevada limited partnership, and that the above Termination
Agreement Concerning the First Amended Lease Agreement was signed on behalf
of and is the free act and deed of said limited partnership.
/s/ Xxxxxxx X. Xxxxxx
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NOTARY PUBLIC
STATE OF NEW YORK
MY COMMISSION EXPIRES
STATE OF NEW YORK
COUNTY OF NEW YORK
On this 17th day of February, 1997 before me and the two witnesses
indicated above appeared X.X. Xxxxxxxxx who, being duly sworn, stated that he
is the Corporate Director, Mergers & Acquisition of The Dow Chemical Company,
a Delaware corporation, and that the above Termination Agreement Concerning
the First Amended Lease Agreement was signed on behalf of and is the free
act and deed of said corporation.
/s/ Xxxxx Xxxxxx
-----------------------------------
NOTARY PUBLIC
STATE OF NEW YORK
MY COMMISSION EXPIRES
