EXHIBIT 10.11
This Ratification and Joinder Agreement Amends the Restated Operating Agreement.
RATIFICATION AND JOINDER AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, That:
WHEREAS, Enterprise Products Company ("Enterprise"), and Getty Oil
Company ("Getty") constructed and started up a plant in March, 1982, in Xxxxxxxx
County, Texas, designed to fractionate natural gas liquids into finished
products, such plant being known as the Mont Belvieu Fractionation Facilities
(hereinafter referred to as the "Facilities"); and
WHEREAS, Enterprise and Texaco Producing Inc. ("Texaco"), as the
successor in interest to Getty, owned the Facilities in divided interests; and
WHEREAS, Enterprise reached an agreement with El Paso Hydrocarbons
Company ("El Paso") and Xxxxxxxx Petroleum Company ("Xxxxxxxx") to sell
undivided interests from Enterprise's interest in the Facilities to El Paso and
Xxxxxxxx; and
WHEREAS, by instrument effective as of January 1, 1985, entitled
"Restated Operating Agreement for the Mont Belvieu Fractionation Facilities,
Xxxxxxxx County, Texas", hereinafter called "Restated Operating Agreement",
Enterprise, Texaco, El Paso and Xxxxxxxx made provision for the continued
operation and ownership of the Facilities; and
WHEREAS, by instrument effective as of January 1, 1985 entitled "Support
Facilities and Service Agreement", Enterprise, Texaco, El Paso, and Xxxxxxxx
provided for the lease of certain facilities and the obtaining of certain
services necessary to the operation of the Facilities from the owners and/or
providers of such facilities and services; and
WHEREAS, by instrument effective as of January 1, 1985 entitled "Support
Facilities and Service Agreement II", Enterprise, Texaco, El Paso, and Xxxxxxxx
7/17/85
provided for the delivery of certain services and the lease of portions of the
Facilities to Enterprise to enable it to operate certain of its other facilities
at Mont Belvieu; and
WHEREAS, Enterprise reached an agreement with Mont Belvieu Associates, a
Texas general partnership whose partners are Enterprise and Tenneco Oil Company,
to sell an undivided interest from Enterprise's interest in the Facilities to
Mont Belvieu Associates effective as of the date hereof; and
WHEREAS, Mont Belvieu Associated desires to become a party to the
Restated Operating Agreement, the Support Facilities and Service Agreement, and
the Support Facilities and Service Agreement II, effective as of the date
hereof, and to participate fully in its rights and obligations;
NOW, THEREFORE, in consideration of the mutual benefits and covenants
herein contained, Enterprise, Texaco, El Paso, Xxxxxxxx do hereby agree that
Mont Belvieu Associates shall be made a party to the above-described Restated
Operating Agreement, Support Facilities and Service Agreement and Support
Facilities and Service Agreement II, effective as of the date hereof, and shall
fully participate in all the rights and obligations thereunder, and Mont Belvieu
Associates does hereby agree to take full cognizance of all of the terms and
conditions of such agreements, and does hereby adopt, ratify and become a party
to such agreements as an owner of the Facilities, subject only to the following
terms and conditions:
1. All references to "Owners" contained in the Agreements ratified
hereunder shall mean and include Mont Belvieu Associates for all the purposes
expressed in such agreements, except that the following addition shall apply to
the definition of "Owners" contained in Article I of the Restated Operating
Agreement: "For purposes of Articles II, III, IV, V, VI, X, XII, XIII and XXII
of this Agreement, Enterprise and Tenneco shall be deemed to each be an Owner of
twenty-five percent (25%) Ownership
7/17/95 -2-
Interest as a result of its participation in Mont Belvieu Associates and both
Tenneco and Enterprise individually shall have the right to exercise all the
rights, powers and privileges and be subject to all of the terms and provisions
applicable to an Owner pursuant to the above referenced articles. Each shall
also have the rights of an individual Owner for interests owned separate from
its interest in Mont Belvieu Associates."
2. Mont Belvieu Associates shall be included in the notice provisions
of such agreements, and its address for the receipt of notices shall be:
Mont Belvieu Associates
c/o Tenneco Oil Company
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000
Attention: X.X. Xxxxxxx
General Counsel, Tenneco Oil Company P&M
3. Exhibit "C" to the Restated Operating Agreement shall be deleted and
the exhibit attached hereto as Exhibit "A" and incorporated herewith shall be
substituted therefore.
4. Exhibit "H" to the Restated Operating Agreement shall have the
following modifications to Paragraph F, page 8. The paragraph currently included
as Paragraph F shall be deleted and the following paragraph shall be substituted
therefore:
"It is understood by the parties that the ownership interests in
the Tax Partnership will be as follows:
(1) Texaco/Enterprise Tax Partnership: 31.25%
(2) El Paso: 12.5%
(3) Mont Belvieu Associates: 50%
(4) Xxxxxxxx: 6.25%"
7/17/85 -3-
5. Paragraph 7.3 of the Restated Operating Agreement shall have the
following addition:
"Payment by Mont Belvieu Associates of costs due to the Operator and
distribution of revenues to Mont Belvieu Associates shall be made on a monthly
net basis as follows. Upon rendering the plant statement, the Operator shall
total the costs due from Mont Belvieu Associates and the revenues due to Mont
Belvieu Associates, all in accordance with the provisions of Exhibit A. If the
total amount of revenues due to Mont Belvieu Associates exceeds the cost for
which Mont Belvieu Associates is liable, the Operator shall render, together
with the plant statement, payment of the amount by which such revenues exceed
such costs to Mont Belvieu Associates. If, however, the amount of revenues due
to Mont Belvieu Associates is less than the costs for which Mont Belvieu
Associates is liable, the Operator shall render an invoice together with the
plant statement for the deficiency.
Upon receipt of a xxxx for a deficiency as described above, Mont
Belvieu Associates shall make payment to the Operator at the address set forth
in Article XVIII hereof (or to such other office as Operator may direct by
written notice to all Owners) within fifteen (15) days of the receipt of such
notice."
6. All other terms and conditions of such agreement shall remain the
same.
7. This agreement may be executed in as many counterparts as deemed
necessary and when executed by all of the parties named below shall have the
same
7/17/85 -4-
effect as if all such parties have executed the same instrument and shall be
effective as of July 17, 1985.
IN WITNESS WHEREOF, each of the parties have executed this instrument
effective as of July 17, 1985.
ATTEST: ENTERPRISE PRODUCTS COMPANY
/s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxx
-------------------------- -----------------------------
Secretary Title Ex Vice President
--------------------------
TEXACO PRODUCING INC.
By /s/ J. R. XxXxxxxx
--------------------------- ------------------------------
Title Attorney-in-Fact
---------------------------
ATTEST: EL PASO HYDROCARBONS COMPANY
/s/ Name Illegible By /s/ Xxxx X. Xxxxx
--------------------------- ------------------------------
Title Vice President
---------------------------
XXXXXXXX PETROLEUM COMPANY
/s/ X.X. Xxx By /s/ Xxxxxx X. Xxxxxx
--------------------------- ------------------------------
Title Vice President
---------------------------
MONT BELVIEU ASSOCIATES
By: Tenneco Oil Company,
Managing Partner
By /s/ Xxxxxxx Xxxxx
--------------------------- ------------------------------
Vice President
7/17/85 -5-
STATE OF TEXAS
COUNTY OF XXXXXX
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxxxx X. Xxxx, Ex Vice President of
ENTERPRISE PRODUCTS COMPANY, known to me to be the person and officer whose name
is subscribed to the foregoing instrument and acknowledged to me that the same
was the act of the said ENTERPRISE PRODUCTS COMPANY, a corporation, and that he
executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 17th day of July A.D.
1985.
/s/ Xxxxxx Xxxxxx
--------------------------
Notary Public
State of Texas
My Commission Expires: February 7, 0000
XXXXX XX XXXXX
XXXXXX XX XXXXXX
XXXXXX XX, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared J.R. XxXxxxxx, Attorney-in-fact of TEXACO
PRODUCING INC., known to me to be the person and officer whose name is
subscribed to the foregoing instrument and acknowledged to me that the same was
the act of said TEXACO PRODUCING INC., a corporation, and that he executed the
same as the act of such corporation for the purposes and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 17th day of July A.D.
1985.
/s/ Xxxxxx Xxxxxx
--------------------------
Notary Public
State of Texas
My Commission Expires: February 7, 1989
7/17/85 -6-
STATE OF TEXAS
COUNTY OF
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxx X. Xxxxx, Vice President of
EL PASO HYDROCARBONS COMPANY, known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of said EL PASO HYDROCARBONS COMPANY, a corporation, and
that he executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 17th day of July A.D.
1985.
/s/ Xxxxxx Xxxxxx
--------------------------
Notary Public
State of Texas
My Commission Expires: February 7, 0000
XXXXX XX XXXXX
XXXXXX XX
XXXXXX XX, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxxx X. Xxxxxx, Vice President of
XXXXXXXX PETROLEUM COMPANY, known to me to be the person and officer whose name
is subscribed to the foregoing instrument and acknowledged to me that the same
was the act of said XXXXXXXX PETROLEUM COMPANY, a corporation, and that he
executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 17th day of July A.D.
1985.
/s/ Xxxxxx Xxxxxx
--------------------------
Notary Public
State of Texas
My Commission Expires: February 7, 1989
7/17/85 -7-
STATE OF TEXAS
COUNTY OF XXXXXX
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxxxx Xxxxx, Vice President, of TENNECO
OIL COMPANY, known to me to be the person and officer whose name is subscribed
to the foregoing instrument and acknowledged to me that the same was the act of
said TENNECO OIL COMPANY, a corporation, and that he executed the same as the
act of such corporation for the purposes and consideration therein expressed,
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 18th day of July A.D.
1985.
/s/ Xxxxxx X. Xxxxxx
--------------------------
Notary Public
State of Texas
My Commission Expires: February 28, 1989
[SEAL APPEARS HERE]
OFFICIAL SEAL
XXXXXX X. XXXXXX
NOTARY PUBLIC - TEXAS
XXXXXX COUNTY
MY COMM. EXPIRES Feb. 28, 1989
-8-
EXHIBIT "A"
Barrels/Day
Ownership Raw Make
Company Interest Capacity
------- --------- ------------
Texaco Producing Inc. 12.5% 15,500
Mont Belvieu Associates 50.0% 62,000
Tenneco Oil Company 25.0% 31,000
Enterprise Products Company 25.0% 31,000
El Paso Hydrocarbons Company 12.5% 15,500
Xxxxxxxx Petroleum Company 6.25% 7,750
Enterprise Products Company 18.75% 23,250
------- -------
TOTAL 100.00% 124,000
