EXHIBIT 10.1
TAX SHARING AGREEMENT
This Agreement is entered into as of the [ ] day of [
], 1996 between Xxxxxx Oil Corporation, ("Xxxxxx Oil"), a Delaware
corporation, and Deltic Timber Corporation ("Deltic"), a Delaware corporation,
successor corporation to Deltic Farm & Timber Co., Inc.
W I T N E S S E T H:
WHEREAS, Xxxxxx Oil and Deltic intend to enter into a
Distribution Agreement dated as of [ ], 1996 (the "Distribution
Agreement"), providing for the distribution by Xxxxxx Oil to its stockholders
of all of the common stock of Deltic (the "Distribution");
WHEREAS, Xxxxxx Oil and Deltic desire to set forth their
agreement on the rights and obligations of Xxxxxx Oil, Deltic and their
respective Affiliates with respect to various Tax matters and the handling and
allocation of federal, state, and local Taxes incurred in Taxable periods
beginning prior to the Distribution Date;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:
1. Definitions
(a) As used in this Agreement:
"Affiliate" (and the correlative meaning, "Affiliation") of any
person shall mean any individual, corporation, partnership or other entity
directly or indirectly controlling, controlled by or under common control with
such person.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, or any successor thereto.
"Consolidated Federal Tax" shall mean the consolidated Federal
Tax liability of the Xxxxxx Oil Consolidated Group for any period as to which
a consolidated Federal Tax Return is filed by Xxxxxx Oil for such group.
"Deltic Federal Tax Liability" shall mean, with respect to any
Tax Sharing Period, the sum of (i) the Deltic Group's share of Consolidated
Federal Tax and (ii) any interest, penalties or other additions to such Taxes
for such period computed in each case as if the Deltic Group were not and
never were part of the Xxxxxx Oil Group, but rather were a separate affiliated
group of corporations filing a consolidated federal tax return.
"Deltic Group" shall mean the corporations that would be
members of the affiliated group of corporations of which Deltic will be the
common parent (within the meaning of Section 1504 of the Code) immediately
after the Distribution Date and any predecessors or successors thereto.
"Deltic Tax Asset Statement" shall be, with respect to any
Deltic Tax Asset, a computation of the Deltic Tax Asset Value prepared by a
nationally recognized public accounting firm selected by Deltic and acceptable
to Xxxxxx Oil.
"Deltic Tax Asset Value" shall be the hypothetical benefit to
Deltic produced by any Tax Asset attributable to the Deltic Group had such Tax
Asset been utilized by the Deltic Group as a separate affiliated group of
corporations filing a consolidated federal tax return for all periods. Such
hypothetical tax savings shall be calculated in good faith and in accordance
with past practices.
"Distribution Date" shall mean the date on which Xxxxxx Oil
distributes to its stockholders all of the common stock of Deltic.
"Federal Tax" shall mean any Tax imposed under Subtitle A of
the Code.
"Final Determination" shall mean (i) a "determination" as
defined in Section 1313(a) of the Code, (ii) the date of acceptance by or on
behalf of the Internal Revenue Service of Form 870-AD (or any successor form
thereto), as a final resolution of tax liability for any taxable period,
except that a Form 870-AD (or successor form thereto) that reserves the right
of the taxpayer to file a claim for refund and/or the right of the Internal
Revenue Service to assert a further deficiency shall not constitute a Final
Determination with respect to the item or items so reserved; or (iii) the
payment or receipt of Tax by Xxxxxx Oil with respect to any item disallowed or
adjusted by the Internal Revenue Service.
"Xxxxxx Oil Consolidated Group" shall mean, with respect to any
Taxable period, the corporations which are members of the affiliated group of
corporations of which Xxxxxx Oil is the common parent within the meaning of
Section 1504 of the Code.
"Xxxxxx Oil Group" shall mean the corporations which are
members of the Xxxxxx Oil Consolidated Group during any Taxable period,
excluding the corporations which are the members of the Deltic Group.
"Other Taxes" are defined in Section 4.
"Post-Distribution Period" shall mean any taxable period (or
portion thereof) beginning after the close of business on the Distribution
Date.
"Pre-Distribution Period" shall mean any Taxable period (or
portion thereof) ending on or before the close of business on the Distribution
Date.
"Pre-Distribution Tax Liability" shall mean the Consolidated
Federal Tax liability of Xxxxxx Oil for any Pre-Distribution Period and for
the portion of any Taxable period including but not ending on the Distribution
Date.
"Prime" shall mean the rate announced from time to time as
"prime" by Xxxxxx Guaranty Trust Company to Xxxxxx Oil as the prime rate.
"Referee" is defined in Section 16.
"Return" shall mean any Tax return, statement, report or form
(including estimated Tax Returns and reports and information Returns and
reports) required to be filed with any Taxing Authority.
"Tax" (and the correlative meaning, "Taxes," "Taxing" and
"Taxable") shall mean (A) any net income, gross income, gross receipts,
alternative or add-on minimum, sales, use, ad valorem, franchise, profits,
license, withholding, payroll, employment, excise, transfer, recording,
severance, stamp, occupation, premium, property, environmental, custom duty,
or other tax, governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest and any penalty, addition to tax or
additional amount imposed by a Taxing Authority; (B) any liability of Xxxxxx
Oil, Deltic or any Affiliate of Xxxxxx Oil or Deltic (or, in each case, any
successor in interest thereto by merger or otherwise), as the case may be, for
the payment of any amounts of the type described in clause (A) for any taxable
period resulting from the application of Treasury Regulation Section 1.1502-6
or, in the case of any similar provision applicable under state law; and (C)
any liability of Xxxxxx Oil, Deltic or any Affiliate of Xxxxxx Oil or Deltic
(or, in each case, any successor in interest thereto by merger or otherwise)
for the payment of any amounts described in clause (A) as a result of any
express or implied obligation to indemnify any other party.
"Tax Asset" shall mean any net operating loss, net capital
loss, investment tax credit, charitable deduction or any other credit or tax
attribute, including additions to basis of property, which could reduce
Federal Taxes including, without limitation, deductions, credits, or
alternative minimum net operating loss carryforwards related to alternative
minimum taxes.
"Tax Sharing Period" shall mean any taxable period (or any
portion thereof) beginning after December 31, 1986 and ending on the
Distribution Date.
"Tax Package" shall mean one or more packages of information
reasonably necessary for the purpose of preparing Federal Tax Returns of the
Xxxxxx Oil Consolidated Group with respect to a Pre-Distribution Period
completed in all material respects in accordance with the standards that
Xxxxxx Oil has heretofore established for its subsidiaries.
"Taxing Authority" shall mean any governmental authority
responsible for the imposition of any Tax.
(b) Any term used in this Agreement which is not defined in
this Agreement shall, to the extent the context requires, have the meaning
assigned to it in the Code or the applicable Treasury regulations thereunder.
2. Federal Taxes--Administrative and Compliance Matters.
(a) Sole Tax Sharing Agreement. The parties acknowledge that
the members of the Deltic Group are includible in the Xxxxxx Oil Consolidated
Group for the Pre-Distribution Period. Any and all existing tax sharing
agreements or arrangements, written or unwritten, between the Xxxxxx Oil Group
and the Deltic Group shall be terminated as of December 31, 1986, and after
such date this Agreement shall constitute the sole tax sharing agreement
between the Xxxxxx Oil Group and each member of the Deltic Group.
(b) Designation of Agent. Deltic and each member of the
Deltic Group hereby irrevocably designate Xxxxxx Oil as its agent for the
purpose of taking any and all actions (including the execution of waivers of
applicable statutes of limitation) necessary or incidental to the filing of any
Federal Tax Return, any amended Federal Tax Return, or any claim for refund
(including those resulting from an item or Tax Asset which may arise in a
Post-Distribution Period), credit or offset of Tax or any other proceedings in
each case relating to any Pre-Distribution Period.
(c) Pre-Distribution Period Returns. Xxxxxx Oil will prepare
and file the consolidated Federal Tax Returns for all Pre-Distribution
Periods. Deltic shall prepare and deliver to Xxxxxx Oil a Tax Package with
respect to the 1996 taxable year on or before April 1, 1997.
3. Allocation of Federal Taxes.
(a) General. For any Tax Sharing Period, Deltic shall pay to
Xxxxxx Oil an amount equal to the Deltic Federal Tax Liability.
(b) Estimated Payments. Xxxxxx Oil shall determine the
amounts of the estimated tax installments of the Deltic Federal Tax Liability
for 1996. Deltic shall, within 5 days of receipt of such determination, pay to
Xxxxxx Oil the amount so determined.
(c) Payment of Taxes for Tax Sharing Periods.
(i) On or before 5 days prior to the due date (including
all applicable and valid extensions) for the Xxxxxx Oil
Consolidated Group's Federal Tax Return, Xxxxxx Oil shall
deliver a statement to Deltic reflecting the Deltic Federal Tax
Liability with respect to the period covered by such Return.
(ii) On or before the date Xxxxxx Oil files its Federal
Tax Return for which payments are to be made under this
Agreement, Deltic shall pay to Xxxxxx Oil, or Xxxxxx Oil shall
pay to Deltic, as appropriate, an amount equal to the
difference, if any, between (x) the Deltic Federal Tax Liability
for such period and (y) the aggregate amount of estimated
installments paid with respect to the Deltic Federal Tax
Liability for such period made pursuant to Section 3(b).
(iii) If a Federal Tax Return reflects a Tax Asset,
attributable to the Deltic Group, that may under applicable law
be used to reduce Consolidated Federal Tax, then within 30 days
of receipt by Xxxxxx Oil of a Deltic Tax Asset Statement,
Xxxxxx Oil shall pay to Deltic the amount owing pursuant to
such Deltic Tax Asset Statement.
(d) Treatment of Adjustments for Tax Sharing Periods. If any
adjustment is made in a Federal Tax Return of the Xxxxxx Oil Consolidated
Group for a Tax Sharing Period, after the filing thereof, in which income or
loss of the Deltic Group is included, then at the time of a Final
Determination of the adjustment, Xxxxxx Oil shall pay Deltic or Deltic shall
pay to Xxxxxx Oil, as the case may be, the difference between all payments
actually made under Section 3 with respect to the taxable year or period
covered by such Tax Return and all payments that would have been made under
Section 3 taking such adjustment into account, together with any penalties and
interest actually paid for each day until the date of Final Determination.
(e) Carrybacks and Certain Other Matters.
(i) Deltic agrees to carry to Pre-Distribution Periods
any Tax Asset as to which such carryback is optional, if
requested to do so by Xxxxxx Oil.
(ii) Xxxxxx Oil agrees to pay Deltic the Deltic Tax
Asset Value for any Deltic Tax Asset arising in a
Post-Distribution period that may under applicable law be used
to reduce the Federal Tax of the Xxxxxx Oil Consolidated Group
for any Pre-Distribution period. Within 30 days of receipt by
Xxxxxx Oil of a Deltic Tax Asset Statement, Xxxxxx Oil's
obligations under this paragraph 3(e)(ii) shall be satisfied by
paying to Deltic the amount owing pursuant to such Deltic Tax
Asset Statement.
(iii) If, subsequent to the payment by Xxxxxx Oil to
Deltic of any amount referred to in Section 3(e)(ii) above,
there shall be a Final Determination which results in a
disallowance or a reduction of the Deltic Tax Asset so carried
back, Deltic shall repay to Xxxxxx Oil within 30 days of such
event the amount which would not have been payable to Deltic
pursuant to Section 3(e)(ii) had the amount of the benefit been
determined in light of such event, plus interest at a rate
equal to Prime computed from the date of payment made pursuant
to Section 3(c)(ii) and penalties, if any, imposed solely in
connection with a disallowance or reduction of the Deltic Tax
Asset.
4. Other Taxes
(a) Liability for all Taxes other than Federal Taxes ("Other
Taxes"), attributable to any member of the Deltic Group, shall be the sole
responsibility of the Deltic Group. The responsibility for filing all Returns
relating to Other Taxes attributable to any member of the Deltic Group for all
Tax periods ending on or before the Distribution Date shall be the sole
responsibility of Xxxxxx Oil. Except as otherwise provided in the Distribution
Agreement, the responsibility for filing all Returns relating to Other Taxes
attributable to any member of the Deltic Group for all Tax periods ending
after the Distribution Date shall be the sole responsibility of Deltic.
Liability for Other Taxes attributable to any member of the Xxxxxx Oil Group
and the responsibility for filing all Returns relating to such Other Taxes
shall be the sole responsibility of the Xxxxxx Oil Group. Each party agrees
to indemnify and hold the other harmless in accordance with the undertakings
contained in this Section 4(a).
(b) The Deltic Group shall be entitled to all refunds and
credits of Other Taxes attributable to any member of the Deltic Group, and the
Xxxxxx Oil Group shall be entitled to all refunds and credits of Other Taxes
attributable to any member of the Xxxxxx Oil Group.
5. Certain Representations and Covenants.
(a) Representations. Deltic and Xxxxxx Oil, as the case may
be, represent that, as of the date hereof and on the Distribution Date, (i)
there is no plan or intention (A) to liquidate Deltic or Xxxxxx Oil or to
merge Deltic or Xxxxxx Oil with any unaffiliated corporation subsequent to the
Distribution or (B) to sell or otherwise dispose of any asset of Deltic or
Xxxxxx Oil subsequent to the Distribution, except, in each case, in the
ordinary course of business; (ii) neither Deltic nor Xxxxxx Oil is aware of
any plan or intention by the current stockholders of Xxxxxx Oil to sell,
exchange, transfer by gift, or otherwise dispose of any of their stock in
Xxxxxx Oil or Deltic subsequent to the Distribution; and (iii) Xxxxxx Oil has
received a representation to that effect from X.X. Xxxxxx, Xx., First United
Bancshares, First National Bank of El Dorado and First National Bank of
Magnolia.
(b) Deltic Covenants. Deltic covenants to Xxxxxx Oil that
(i) during the two-year period following the Distribution Date it will not
liquidate, merge, consolidate, combine or affiliate with any other person,
discontinue or materially change the conduct of a material portion of its
businesses independently and with its own employees, redeem or otherwise
reacquire its stock, or sell, exchange, distribute or otherwise dispose of its
assets other than (A) in the ordinary course of business or (B) in the case of
any disposition by Deltic of its farmland, in the event an attractive
unsolicited offer is received; (ii) following the Distribution, Deltic will,
for a minimum of two years, continue the active conduct of the historic
business conducted by Deltic throughout the five year period prior to the
Distribution; (iii) within one year of the Distribution, Deltic will use its
best efforts to consummate an offering of $30-40 million of common,
convertible preferred or "straight" preferred stock, provided that in no event
will the offering, when added to any other issuances of stock by Deltic that
are contemplated at the time of the Distribution Date, exceed an amount that,
if all such issuances were treated as made immediately prior to the
Distribution, would cause Xxxxxx Oil to own less than 80% of the total combined
voting power of all classes of stock of Deltic entitled to vote or less than
80% of the total number of shares of all other classes of stock of Deltic;
(iv) that it will diligently undertake to effectuate its growth strategies,
including the acquisition of timber properties, in accordance with the plan
presented to the Board of Directors of Xxxxxx on August 7, 1996, and (v) on or
after the Distribution, Deltic will not, nor will it permit any member of the
Deltic Group to, make or change any accounting method, amend or take any Tax
position on any Tax Return, take any other action, omit to take any action or
enter into any transaction that reasonably could be expected to result in any
increased Tax liability or reduction of any Tax Asset of the Xxxxxx Oil
Consolidated Group or any member thereof (immediately after the Distribution)
in respect of any Pre-Distribution Period, without first obtaining the written
consent of an authorized representative of Xxxxxx Oil.
(c) Xxxxxx Oil Covenants. On or after the Distribution,
Xxxxxx Oil will not, nor will it permit any member of the Xxxxxx Oil Group to
make or change any accounting method, amend any Tax Return or take any Tax
position on any Tax Return, take any other action, omit to take any action or
enter into any transaction that reasonably could be expected to result in any
increased Tax liability or reduction of any Tax Asset of the Deltic Group or
any member thereof (immediately after the Distribution) in respect of any
Pre-Distribution Period, without first obtaining the written consent of an
authorized representative of Deltic.
(d) Exceptions. Notwithstanding the foregoing, Deltic may
take actions inconsistent with the covenants contained in Section 5(b)(i) and
5(b)(ii) above, or may, within one year of the Distribution, issue shares in
excess of the amount described in Section 5(b)(iii) above if:
(i) Deltic obtains a ruling from the Internal Revenue Service
to the effect that such actions will not result in the Distribution
being taxable to Xxxxxx Oil or its stockholders; or
(ii) Deltic obtains an unqualified opinion acceptable to Xxxxxx
Oil to the same effect as in Section 5(d)(i) from a nationally
recognized independent tax counsel.
(e) Best Efforts. For purposes of the covenant contained in
Section 5(b)(iii), if Deltic does not make the offering described therein
within one year of the Distribution, Deltic will be considered to have used its
best efforts to do so if Deltic obtains a ruling from the Internal Revenue
Service to the effect that failure to make such offering will not result in
the Distribution being taxable to Xxxxxx Oil or its stockholders.
6. Indemnities.
(a) Deltic Indemnity. Deltic and each member of the Deltic
Group will jointly and severally indemnify Xxxxxx Oil and each member of the
Xxxxxx Oil Group, against and hold them harmless, on an after tax basis, from
(i) any Pre-Distribution Tax Liability assessed after the
Distribution Date pursuant to a Final Determination, to the extent
attributable to an adjustment of any item of income, gain, gross
receipts, loss, credit, deduction or other tax attribute of any
member of the Deltic Group;
(ii) any liability resulting from a breach by Deltic or any
member of the Deltic Group after the Distribution Date of any
representation or covenant made by Deltic herein; and
(iii) all direct and indirect costs and expenses (including,
without limitation, legal fees and expenses and any personnel costs
and expenses) incurred by Xxxxxx Oil with respect to any item or
liability described in Section 6(a)(i) or (ii).
(b) Xxxxxx Oil Indemnity. Xxxxxx Oil and each member of the
Xxxxxx Oil Group will jointly and severally indemnify Deltic and each member
of the Deltic Group against and hold them harmless, on an after tax basis from
(i) any Pre-Distribution Tax Liability, other than any such
liabilities described in Sections 6(a)(i) or (ii) hereof,
(ii) any liability resulting from a breach by Xxxxxx Oil or any
member of the Xxxxxx Oil Group after the Distribution Date of any
representation or covenant made by Xxxxxx Oil herein.
(c) Discharge of Indemnity. Deltic and Xxxxxx Oil shall
discharge their obligations under Sections 6(a) and 6(b) hereof, respectively,
by paying the relevant amount within 15 days of demand therefor. After a Final
Determination of an obligation of Deltic under Section 6(a), Xxxxxx Oil shall
send a statement to Deltic showing the amount due thereunder. Notwithstanding
the foregoing, if either Deltic or Xxxxxx Oil disputes in good faith the fact
or amount of its obligation under Section 6(a) or Section 6(b), then no
payment of the amount in dispute shall be required until any such good faith
dispute is resolved in accordance with Section 16 hereof; provided, however,
that any amount not paid within 30 days of demand therefor shall bear interest
at a rate equal to Prime computed from the date of demand.
(d) Refunds. Any refunds of Tax, net of any tax payable by
reason of the receipt of such refund, received by Xxxxxx Oil relating to a
Pre-Distribution Period, to the extent attributable to any item or adjustment
of any item of income, loss, credit, deduction or other tax attribute of any
member of the Deltic Group shall be paid by Xxxxxx Oil to Deltic within 30
days of receipt of such refund.
(e) Method of Calculation. Except as otherwise provided, the
amount of Deltic's liability under Section 6(a)(i) and Xxxxxx Oil's liability
under Section 6(b)(i) and 6(d) shall be calculated as if the Deltic Group were
not and never were part of the Xxxxxx Oil Group, but rather were a separate
affiliated group of corporations filing a Consolidated Federal Tax Return.
7. Communication and Cooperation.
(a) Consult and Cooperate. Deltic and Xxxxxx Oil shall
consult and cooperate (and shall cause each of their Affiliates to cooperate)
fully at such time and to the extent reasonably requested by the other party
in connection with all matters subject to this Agreement. Such cooperation
shall include, without limitation,
(i) the retention and provision on reasonable request of any
and all information including all books, records, documentation or
other information, any necessary explanations of information, and
access to personnel, until the expiration of the applicable statute
of limitation (giving effect to any extension, waiver, or mitigation
thereof);
(ii) the execution of any document that may be necessary or
helpful in connection of any required Return or in connection with
any audit, proceeding, suit or action; and
(iii) the use of the parties' best efforts to obtain any
documentation from a governmental authority or a third party that may
be necessary or helpful in connection with the foregoing.
(b) Provide Information. Xxxxxx Oil and Deltic shall keep
each other fully informed with respect to any material development relating to
all matters subject to this Agreement.
8. Audits and Contest.
(a) Xxxxxx Oil shall have full control over all matters
relating to any Federal Tax Return filed by the Xxxxxx Oil Consolidated Group
or any Federal Tax audit, dispute or proceeding (whether administrative or
judicial) relating to any Tax matters of the Xxxxxx Oil Consolidated Group.
Xxxxxx Oil shall have absolute discretion with respect to any decisions to be
made, or the nature of any action to be taken, with respect to any matter
described in the preceding sentence.
(b) With respect to Returns relating to Other Taxes
attributable to any member of the Deltic Group, except as otherwise provided
in the Distribution Agreement, Deltic shall have full control over all matters
relating to any state audit, dispute or proceeding (whether administrative or
judicial) in connection therewith. Deltic shall have absolute discretion with
respect to any decisions to be made, or the nature of any action to be taken,
with respect to any matter described in the preceding sentence.
9. Payments.
All payments to be made hereunder shall be made in immediately
available funds. Payments shall be deemed made when received.
10. Notices.
Any notice, demand, claim, or other communication under this
Agreement shall be in writing and shall be deemed to have been given upon the
delivery or mailing thereof, as the case may be, if delivered personally or
sent by certified mail, return receipt requested, postage prepaid, to the
parties at the following addresses (or at such other address as a party may
specify by notice to the other):
If to Xxxxxx Oil, to:
Xxxxxx Oil Corporation
000 Xxxxx Xxxxxx
X.X. Xxx 0000
Xx Xxxxxx, XX 00000-0000
Attn: Income Tax Manager
If to Deltic, to:
Deltic Timber Corporation
000 Xxxxx Xxxxxx
X.X. Xxx 0000
Xx Xxxxxx, XX 00000-0000
Attn: Vice President, Finance and Administration
11. Costs and Expenses.
Except as expressly set forth in this Agreement, each party
shall bear its own costs and expenses incurred pursuant to this Agreement.
For purposes of this Agreement, "out-of-pocket" expenses shall include
reasonable attorney fees, accountant fees and other related professional fees
and disbursements.
12. Effectiveness; Termination and Survival.
This Agreement shall become effective upon the consummation of
the Distribution. Notwithstanding anything in this Agreement to the contrary,
this Agreement shall remain in effect and its provisions shall survive for the
full period of all applicable statutes of limitation (giving effect to any
extension, waiver or mitigation thereof).
13. Section Headings.
The headings contained in this Agreement are inserted for
convenience only and shall not constitute a part hereof or in any way affect
the meaning or interpretation of this Agreement.
14. Entire Agreement; Amendments and Waivers.
(a) Entire Agreement. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter
contained herein. No alteration, amendment, modification, or waiver of any of
the terms of this Agreement shall be valid unless made by an instrument signed
by an authorized officer of Xxxxxx Oil and Deltic, or in the case of a waiver,
by the party against whom the waiver is to be effective.
(b) Waiver. No failure or delay by any party in exercising
any right, power or privilege hereunder shall operate as a waiver hereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power or privilege.
15. Governing Law and Interpretation. This Agreement has
been made in and shall be construed and enforced in accordance with the laws
of the State of Arkansas without regard to principles of conflicts of law.
16. Dispute Resolution. If the parties hereto are unable to
agree to resolve any disagreement or dispute relating to this Agreement other
than with respect to Section 5 within 20 days, such disagreement or dispute
shall be resolved by a nationally recognized law firm or accounting firm
expert in tax matters that is mutually acceptable to the parties hereto
("Referee"). A Referee so chosen shall resolve any such disagreement pursuant
to such procedures as it may deem advisable. Any such resolution shall be
binding on the parties hereto without further recourse. The costs of any such
Referee shall be apportioned between Xxxxxx Oil and Deltic as determined by
such Referee in such manner as the Referee deems reasonable, taking into
account the circumstances of the dispute, the conduct of the parties and the
resolution of the dispute.
17. Counterparts.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
18. Assignments; Third Party Beneficiaries.
This Agreement shall be binding upon and shall inure only to the benefit of
the parties hereto and their respective successors and assigns. This
Agreement is not intended to benefit any person other than the parties hereto
and such successors and assigns, and no such other person shall be a third
party beneficiary hereof.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the day and year first written above.
Xxxxxx Oil on its own behalf and on
behalf of the companies
listed on Schedule 1 hereto.
By:__________________________
Title:_______________________
Deltic on its own behalf and on
behalf of the companies
listed on Schedule 2 hereto.
By:__________________________
Title:_______________________
Schedule 1
Arkansas Oil Company
El Dorado Exploration, X.X.
Xxxxxx Denmark Oil Company
Xxxxxx Eastern Oil Company
Xxxxxx Equatorial Guinea Oil company
Xxxxxx France Oil Company
Xxxxxx Ireland Oil Company
Xxxxxx Italy Oil Company
Xxxxxx Loop, Inc.
Xxxxxx Latin America Refining & Marketing, Inc.
Xxxxxx New Zealand Oil Company
Xxxxxx Oil Trading Company (Eastern)
Xxxxxx Pakistan Oil Company
Norske Xxxxxx Oil Company
Spur Oil Corporation
Xxxxxx Gas Gathering, Inc.
New Xxxxxx Oil (U.K.) Corporation
Xxxxxx Exploration & Production Company
Xxxxxx Building Corporation
El Dorado Engineering, Inc.
El Dorado Contractors, Inc.
Ocean International Finance Corporation
Norske Ocean Exploration Company
Ocean Spain Oil Company
Ocean Exploration Company
ODECO Gabon Oil Company
Ocean Gabon Oil Company
Xxxxxx Overseas Ventures, Inc.
ODECO Italy Oil Company
Ocean France Oil Company
Mentor Holding Corporation
Xxxxxx Western Oil Company
Mentor Excess & Surplus Lines Insurance Co.
Mentor Insurance and Reinsurance Corporation
Xxxxxx Spain Oil Company
Xxxxxx Somalia Oil Company
Xxxxxx Yemen Oil Company
Xxxxxx Oil USA, Inc.
Xxxxxx Ventures Corporation
Xxxxxx South Atlantic Oil Company
Schedule 2
Deltic Timber Purchasers, Inc.
Chenal Properties, Inc.
