EXHIBIT 10(d)
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, is made and entered into as of the 18 day of
October , 2001, by and between Geonet Gathering, Inc., a Texas corporation
having its business office in Houston, Texas ("Seller"), and Xxxxxxxx Terminals
Holdings, L.P., a Delaware limited partnership having its business office in
Tulsa, Oklahoma ("Buyer"), sometimes referred to herein collectively as
"Parties" or singularly as "Party."
WITNESSETH
WHEREAS, Seller is engaged in the business of purchasing, financing, trading,
hedging, managing product quality and specifications, controlling loses,
selling, and transporting of crude oil;
WHEREAS, Seller has an interest in a certain crude oil terminal located in
Terrebonne Parish, Louisiana and pipelines and other equipment and real property
interests related thereto; and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller such Subject Property (defined below), upon the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, agreements and covenants contained herein, the Parties agree as
follows:
ARTICLE 1
DEFINITIONS
"Affiliates" means with respect to any individual or legal business entity, any
Person which directly or indirectly controls, is controlled by, or is under a
common control with such individual or legal business entity. The term "control"
(including the terms "controlled by" and "under common control with") as used in
the preceding sentence means the possession, directly or indirectly, of the
power to direct or cause the direction of management and policies of a Person.
"Agreement" means this Purchase and Sale Agreement and all exhibits and
schedules attached hereto.
"Assignment and Assumption Agreement" has the meaning set forth in Section 4.2.1
(c).
"Assigned Permits" means all permits, licenses and authorizations held by the
Seller to own and/or operate the Louisiana Facilities as a crude oil storage and
terminal facility in the manner and in the areas in which the Louisiana
Facilities are being used or operated that are described in Exhibit D.
"Assigned Real Property Interests" means all leases, easements, rights-of-way
and licenses and instruments or other legally enforceable obligations affecting
or related to the Louisiana Facilities, including without limitation the
Terminal Lease, the New Dock Lease and the On Shore Tie-In
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Agreement for the Ship Shoal Pipeline System dated December 22, 1997 between
Seller and Ship Shoal Pipeline Company, all of which are listed on Exhibit C.
"Best of Seller's Knowledge" means the personal knowledge of the majority
shareholder Xxxxx X. Xxxxxx, Xx., the corporate officers or the Employees who,
in the normal scope of their employment would have knowledge of the subject
matter and who shall make reasonable efforts to discover and deliver the
document, fact or information to Buyer.
"Xxxx of Sale" has the meaning set forth in Section 4.2.1 (b).
"Buyer" means Xxxxxxxx Terminals Holdings, L.P.
"Buyer Indemnitees" has the meaning set forth in Section 12.2.
"Claim Notice" has the meaning set forth in Section 12.1.
"Claims or Losses" has the meaning set forth in Section 12.2.
"Closing" has the meaning set forth in Section 4.1.
"Closing Date" means the date as set forth and calculated in Section 4.1.
"Code" means the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.
"Crude Oil Inventories" means all inventories of crude oil owned by Seller at
the Effective Time, including crude oil and/or condensate located in barges,
tanks, pipelines and other facilities, which Crude Oil Inventories are not being
sold to Buyer pursuant to this Agreement but which are being sold to Xxxxxxxx
Energy Marketing & Trading Company pursuant to the terms of that certain
Louisiana Facilities Commercial Development Transition Agreement.
"Cure Period" has the meaning set forth in Section 5.3.2.
"Disclosure Schedule" has the meaning set forth in Article 6.
"Effective Time" has the meaning set forth in Section 4.1.
"Employees" has the meaning set forth in Section 8.3.1.
"Environment" means soil, land surface or subsurface strata, surface waters
(including navigable waters, ocean waters, streams, drainage basins, and
wetlands), groundwater, drinking water supply, stream sediments, ambient air,
plant and animal life, and any other medium or natural resource.
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"Environmental Law or Environmental Laws" means all applicable common law,
federal, state, or local law, including any plans, rules, regulations, orders or
ordinances adopted, or other criteria and guidelines promulgated pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986 and as
further amended, 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control
Act, as amended, 15 U.S.C. Section 2601 et seq.; the Hazardous Materials
Transportation Act, as amended, 49 U.S.C. Section 1802 et seq.; the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq.; the
Clean Water Act, as amended, 33 U.S.C. Section 1251 et seq.; the Clean Air Act,
as amended, 42 U.S.C. Section 7401 et seq.; the Federal Safe Drinking Water Act,
as amended, 42 U.S.C. Section 300f et seq.; the Emergency Planning and Community
Right To Know Act, as amended, 42 U.S.C. Section 11001 et seq.; and other
applicable federal, state, or local law, including any plans, rules,
regulations, orders, or ordinances adopted pursuant to the preceding laws or
other similar laws, regulations, rules, orders, or ordinances that are currently
in effect and as may be amended or created in the future relating to the
protection of human health and the Environment.
"Escrow Agent" has the meaning set forth in Section 3.2.
"Escrow Fund" has the meaning set forth in Section 3.2.
"Governmental Authority" means any federal, state, county, city or other
political subdivision, agency, department, board, court or instrumentality that
has jurisdiction over the asset, entity or matter in question.
"Hazardous Materials" means any wastes, substances or materials, whether solid,
liquids or gases, that are deemed hazardous, toxic, pollutants or contaminants,
including, but not limited to, substances defined as "hazardous wastes",
"hazardous materials," "restricted hazardous materials," "extremely hazardous
substances," "toxic substances," or words of similar meaning and regulatory
effect in any of the Environmental Laws. "Hazardous Materials" also includes,
but is not limited to, (a) any petrochemical or petroleum products, oil or coal
ash, radioactive materials, radon gas, asbestos in any form that is or could
become friable, urea formaldehyde foam insulation and transformers or other
equipment that contain dielectric fluid which may contain levels of
polychlorinated biphenyls; and (b) any other chemical, material or substance, or
combination thereof, exposure to which is prohibited, limited or regulated by
any applicable Environmental Law.
"Indemnified Party" has the meaning set forth in Section 12.7.
"Indemnifying Party" has the meaning set forth in Section 12.7.
"Losses" has the meaning set forth in Section 12.2.
"Louisiana Facilities" means that certain crude oil terminal located in
Terrebonne Parish, Louisiana and pipelines and other equipment and real property
interests related thereto as more particularly described in Section 2.1 and in
the Special Warranty Deed, Xxxx of Sale and the Assignment and Assumption
Agreement.
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"Louisiana Facilities Commercial Development Transition Agreement" means that
certain agreement between Geonet Gathering, Inc. as seller, and Xxxxxxxx Energy
Marketing & Trading Company, as buyer, pursuant to the terms of which Geonet
Gathering, Inc. sells and Xxxxxxxx Energy Marketing & Trading Company buys the
Crude Oil Inventories.
"New Dock Lease" means all of Lessee's interest in a certain oil barge off-load
dock site as described within a certain Lease Contract dated December 10, 1999,
effective date being October 1, 1999, between Xxxxxx X. Xxxxxxx, as Trustee of
the Xxxxxxx Land Trust, ("Lessor") and Geonet Gathering, Inc. ("Lessee") leasing
to Lessee space for an (a) oil barge off-load dock together with approximately
4000 feet of 8-inch, 6-inch and 12-inch diameter pipelines running easterly from
said dock, (b) approximately 4000 feet of 6-inch diameter pipeline running
southeasterly from said dock, and (c) one 6-inch and one 8-inch diameter
pipelines approximately 6,146 feet long and 30 feet wide in Sections 52, 53, 54,
55, 56, 57, 58, 59 and 81 all in T16S - R14E, Terrebonne Parish, Louisiana.
"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, governmental agency or authority, or any other
entity.
"Products" has the meaning set forth in Section 8.2.
"Purchase Price" has the meaning set forth in Section 3.2.
"Release" means any emission, spill, seepage, leak, escape, leaching, discharge,
injection, pumping, pouring, emptying, dumping, or disposing of Hazardous
Materials into or upon the Environment.
"Retained Matters" means the cash, cash equivalents, accounts receivable,
accounts payable and rights and obligations earned, incurred or accrued in
periods prior to the Effective Time, and the office equipment and business and
other administrative records located in the offices of the Seller in Houston,
Texas.
"Seller" means Geonet Gathering, Inc., a Texas corporation.
"Seller Indemnitees" has the meaning set forth in Section 12.3.
"Special Warranty Deed" has the meaning set forth in Section 4.2.1 (a).
"Subject Property" has the meaning set forth in Section 2.1.
"Survival Period" has the meaning set forth in Section 12.1.
"Terminal Lease" means any lease agreement, and any amendment thereto, executed
by Seller as the Lessee and multiple lessors, which lease pertains to a tract of
land consisting of approximately five acres in Terrebonne Parish, Louisiana and
upon which are located (a) a 16'x16' combination office,
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tool and test house, (b) two 10,000 barrel steel tanks designated tanks #8000
and #8001, (c) a 37,500 barrel steel tank designated tank #8002, (d) a 10'x24'
barge loading dock, (e) inter-connecting piping, a 10" dock line, and a pump,
all of such personal property also being leased by Seller. Such Terminal Lease
includes, without limitation, (1) the "Lease Agreement" executed between Seller
and multiple lessors the term of which began on or about September 15, 1993, (2)
"Addendum to Lease Agreement" executed on or about September 15, 1993, (3)
"Amendment to Lease Agreement" effective on or about February 1, 1997, (4)
"Amendment to Lease Agreement" effective on or about August 27, 1998 and (5) the
"Property Lease Agreement" attached hereto as Exhibit H and the execution of
which has been recently requested of the multiple lessors by Seller.
"Title Company" means Chicago Title Insurance Company.
"Title Commitment" has the meaning set forth in Section 5.3.2.
"Title Defect" has the meaning set forth in Section 5.3.2.
ARTICLE 2
DESCRIPTION OF SUBJECT PROPERTY
2.1 Description of Subject Property. The property that is the subject of this
Agreement (collectively, the "Subject Property") consists of (i) the business
goodwill from operations located in Texas and (ii) the Louisiana Facilities,
which more specifically include the following:
(a) the real property held in fee related to the Louisiana Facilities
and any and all appurtenant surface leases, easements, rights of way, permits
and licenses that grant real property rights, and other interests in real
property in which Seller has an interest servicing, benefiting and/or pertaining
to the real property held in fee described in Exhibit A, and any and all
buildings, structures, fixtures and other real property improvements situated on
the real property held in fee described on Exhibit A;
(b) the personal property, including, without limitation, the
facilities, pipelines, equipment and other personal property currently used in
the operation, repair and maintenance of the Louisiana Facilities and situated
thereon in which Seller has an interest, and, any and all piping, valves,
fittings, meters, tanks, pumps and other engineering works situated at the
Louisiana Facilities and appurtenant equipment and facilities, including, but
not limited to, terminal delivery lines in which Seller has an interest,
described in Exhibit B;
(c) all programs, applications and computer software systems (with the
source code, the object code and all related documentation for such programs,
applications and computer software systems) thereto used by Seller in the
operation of the Seller's business related to the Louisiana Facilities, to the
extent identified as assignable and transferable in Exhibit B;
(d) all policy, procedure, operation, safety and/or training manuals
related to Seller's operation of the Seller's business and the Louisiana
Facilities;
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(e) all right, title and interest associated with the Assigned Real
Property Interests, which are described in Exhibit C together with all of
Seller's original records related to said Assigned Real Property Interests;
(f) all right, title and interest associated with the Assigned Permits,
to the extent identified as assignable and transferable in Exhibit D;
and
(g) all goodwill associated with the business of the Seller.
The Subject Property specifically excludes the Retained Matters,
all bottom sediment and water ("BS&W"), Products and Crude Oil Inventories and
all contract rights of Seller with respect to the purchase or sale of such
Products and Crude Oil Inventories.
ARTICLE 3
PURCHASE AND SALE OF THE SUBJECT PROPERTY
3.1 Agreement to Sell and Purchase the Subject Property. Upon the terms and
subject to the conditions set forth in this Agreement, at the Closing, Seller
shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall
purchase, acquire and accept from Seller on the Closing Date the Subject
Property.
3.2 Purchase Price. Upon the terms and subject to the conditions set forth in
this Agreement, Buyer shall pay to Seller a total amount of $20,150,000 for the
Subject Property (the "Purchase Price"), subject to any adjustments, prorations
and deductions as provided herein, to be delivered at the Closing. Of the
Purchase Price, Buyer shall pay to Seller $19,150,000 by wire transfer of
immediately available funds to such account as Seller shall designate to Buyer
in writing not less than two (2) business days prior to the Closing Date. Buyer
shall deposit the remaining $1,000,000 of the Purchase Price (the "Escrow Fund")
with Bank of Oklahoma, N.A., the "Escrow Agent." The Escrow Agent shall (i)
place the Escrow Fund in an interest-bearing account, and (ii) hold, manage and
disburse the Escrow Fund only in accordance with the terms of the Escrow
Agreement, the form of which is attached hereto as Exhibit I. Upon disbursement
of the Escrow Fund, Buyer shall pay to Seller interest on the Escrow Fund in an
amount equal to the interest or other income earned by the escrow during the
period prior to disbursement.
3.3 Purchase Price Allocation. Buyer and Seller agree that the allocation of the
Purchase Price among the Subject Property set forth in Schedule K shall govern
for all income tax purposes. Seller and Buyer shall report the transactions
contemplated hereby on all tax returns (including information returns and
supplements thereto required to be filed by the parties under Section 1060 of
the Code) in a manner consistent with such allocation. The parties agree that
the initial payment of the Purchase Price at the Closing is attributable to the
Seller's sale of the Subject Property, including the Seller's
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goodwill and personal property and that portion of the Purchase Price paid
through the Escrow Fund is attributable to Seller's sale of the goodwill.
ARTICLE 4
CLOSING
4.1 Closing. The closing of the sale and purchase contemplated by this Agreement
("Closing") shall take place on such date ("Closing Date") and at such place as
Buyer and Seller may mutually agree to in writing. The "Effective Time" of such
Closing shall be deemed to be 7:00 a.m. Central Daylight Savings Time on the
Closing Date.
4.2 Deliveries at Closing.
4.2.1 Seller's Deliveries. At the Closing, Seller shall deliver to
Buyer the following:
(a) Special Warranty Deed, in the form of Exhibit E attached
hereto, executed by Seller and conveying to Buyer all of the real
property described in Exhibit A;
(b) Xxxx of Sale, in the form of Exhibit F attached hereto,
executed by Seller and selling and transferring to Buyer all of the
personal property described in Exhibit B;
(c) Assignment and Assumption Agreement, in the form of
Exhibit G attached hereto, executed by Seller, whereby all of Seller's
rights, interests and obligations arising after the Effective Time in
and to the Assigned Real Property Interests, and Assigned Permits are
assigned to Buyer;
(d) Such documents as required, including UCC-3 filings as
appropriate, in a form and substance satisfactory to Buyer, to evidence
the release of any and all security interests in the Subject Property;
(e) All written or electronically stored files, maps, records,
documents and other instruments in the possession or control of Seller
related to the Subject Property, including, without limitation, those
related to construction, acquisition, maintenance, operation or
regulatory compliance of the Louisiana Facilities;
(f) Copies of duly-adopted actions of shareholders and
resolutions of the Board of Directors of Seller approving the
execution, delivery and performance of this Agreement, certified by an
officer of Seller and in a form and substance satisfactory to Buyer;
(g) Officer's certificate, in a form and substance
satisfactory to Buyer, that Seller's representations and warranties are
true and correct as of the Closing Date;
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(h) a foreign ownership affidavit pursuant to Section 1445 of
the Code, in form and substance satisfactory to Buyer;
(i) Document(s) evidencing that any and all persons or
entities with preferential purchase rights, options or other rights to
purchase or acquire any interest in the Subject Property, in whole or
in part, as set forth in the Disclosure Schedule, have been given
notice of their right to exercise the same, together with evidence of a
waiver of such rights or a certificate from Seller that such rights
have not been exercised;
(j) Schedule and certificates of insurance of property and
liability insurance and schedule of surety bonds in effect regarding
the right, title and interest of the Seller in the Subject Property for
the period immediately prior to the Closing, including types of
coverage, deductibles, limits, policy numbers, period of coverage and
names of insurance companies; and
(k) Affidavit in a form acceptable to the Title Company,
certifying the full payment of all bills that may create xxxxxxx'x or
materialman's liens on the Subject Property and any other document from
Seller reasonably required by the Title Company for the issuance of a
policy of title insurance.
4.2.2 Buyer's Deliveries. At the Closing, Buyer shall deliver to Seller
the following:
(a) The Purchase Price, subject to any adjustments,
prorations, additions or deductions as set forth in this Agreement;
(b) Assignment and Assumption Agreement, in the form of
Exhibit G, executed by Buyer, whereby Buyer or its designee assumes all
of Seller's rights and obligations under the Assigned Real Property
Interests from and after Closing; and
(c) Officer's certificate, in form and substance satisfactory
to Buyer, that Buyer's representations and warranties are true and
correct as of the Closing Date.
4.3 Prorations and Adjustments.
4.3.1 Except as otherwise provided in this Section 4.3 and in the
Transition Agreement between Xxxxxxxx Energy Marketing & Trading Company, Buyer
and Seller and the Revenue Sharing Agreement between Xxxxxxxx Energy Marketing &
Trading Company and Seller, all taxes, assessments, utilities, rents and other
expenses and revenues arising out of or relating to Seller's interest in the
Subject Property shall be prorated between Seller and Buyer as of the Effective
Time. Buyer and Seller hereby agree to cooperate, following the Closing, in the
distribution of any such expense(s) and/or revenue(s) the amount of which is
unknown as of the Effective Time.
4.3.2 All real estate, personal property, and other ad valorem taxes
assessed or payable for all years prior to 2001 against the Subject Property
shall be the responsibility of Seller. That portion
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of real estate, personal property, and other ad valorem taxes assessed or
payable for the year 2001 against the Subject Property shall be prorated between
the parties to the Effective Time, with Seller being responsible for the
prorated portion of such taxes up to the Effective Time, and Buyer being
responsible for its prorated portion of such taxes at the Effective Time and
thereafter. If Seller's prorated portion of such 2001 taxes is payable in
arrears, Seller will pay Buyer, at Closing, Seller's estimated proportionate
share of 2001 real estate, personal property, and ad valorem taxes, such
estimate being based on the latest assessment, and Buyer shall be responsible
for payment of all such taxes for the 2001 tax year and upon payment thereof,
necessary corrections to the estimated 2001 amount paid at Closing by Seller
will be paid promptly by the appropriate party to the other party. If Buyer's
prorated portion of such 2001 taxes is payable in advance, Buyer will reimburse
to Seller, at Closing, the amount of such prepaid taxes which is attributable to
the period on and after the Effective Time and which have been paid by Seller.
4.3.3 Buyer shall pay at Closing: (a) all recording fees; (b) all
survey fees related to any survey conducted by Buyer pursuant to Section
5.3.1(b); (c) any and all escrow or closing agent fees; (d) all premiums of
title insurance policies and any endorsements thereto desired by Buyer related
to the Subject Property and (e) one-half of the cost of identification and
measurement of Crude Oil Inventories and Product pursuant to Section 8.2(b).
4.3.4 Seller shall pay at Closing: (a) all sales, use, excise or
personal property transfer taxes related to the Subject Property; (b) all fees
charged by the Title Company related to providing the Title Commitment for the
Subject Property and any updates thereto, (c) all survey fees related to any
surveys provided by Seller pursuant to Section 5.3.1(a) and (d) one-half of the
cost of identification and measurement of Crude Oil Inventories and Product
pursuant to Section 8.2(b).
ARTICLE 5
INSPECTIONS AND APPROVAL OF TITLE
5.1 Access to Information. Buyer's and its Affiliates' respective officers,
employees, representatives, and agents shall have access to all of the records
of Seller pertaining to the ownership, use and/or operation of the Subject
Property in Seller's possession or capable of being obtained by Seller by
request, including, without limitation, records, books, contracts, commitments,
reports, permits, applications, monitoring reports, environmental
assessments/audits, studies, correspondence and any other relevant data at all
reasonable times from the date hereof to the Closing in order that Buyer may
make such technical, legal, financial, accounting, environmental or other review
or investigation as Buyer deems desirable; and the officers, employees,
representatives, and agents of Seller shall permit such access to such data or
information or furnish Buyer with such data or information as may be reasonably
requested by Buyer, including, but not limited to, access to such information
maintained in electronic format. Buyer may inspect and, at its own expense, make
copies of such data and information as Buyer deems reasonably necessary. Seller
shall also make available its officers, agents, employees and other
representatives, during normal business hours, to discuss with Buyer and Buyer's
representatives any and all information relating to the Subject Property and to
the ownership, use and operation thereof.
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5.2 Access to the Subject Property. At Buyer's sole cost, risk, and expense,
Seller may, at Seller's sole option, provide Buyer's and its Affiliates'
respective employees, representatives and agents with access to the Subject
Property at all reasonable times from the date hereof to the Closing for the
purpose of inspection and review of the Subject Property; provided that Buyer
shall not be authorized, unless specifically authorized in writing by Seller,
which authorization may be withheld by Seller for any reason which reason need
not be disclosed to Buyer, to conduct (i) any inspection or review of the
Subject Property that will interfere with or restrict in any way the operations
of the business of the Seller or (ii) any environmental assessment of the
Subject Property.
5.3 Real Property Title.
5.3.1 Survey.
(a) Within five (5) days following the date of this Agreement,
Seller shall deliver to Buyer any and all surveys, prepared prior to the date of
this Agreement, in Seller's possession or available to Seller, of all interests,
including leases and easements, in the real property associated with the Subject
Property.
(b) If, in the reasonable judgment of Buyer or the Title Company,
the surveys described under 5.3.1 (a) are inadequate for any reason, Buyer shall
have the right to cause metes and bounds surveys to be made of the real property
described in Section 2.1(a), the leasehold property associated with the New Dock
Lease and/or the leasehold property associated with the Terminal Lease, together
with all appurtenant fixtures and improvements, by a registered surveyor
acceptable to the Title Company. If Buyer should acquire additional surveys,
Seller shall cooperate as needed in utilizing the Buyer's new surveys as new
legal descriptions for all or any portion of the fee or leasehold interests
which are a part of the Louisiana Facilities. If necessary, Seller shall acquire
new amendments for the Terminal Lease and/or the New Dock Lease utilizing
Buyer's additional surveys as new descriptions for the property affected by said
leasehold interest.
5.3.2 Title Defects. Buyer shall order or has previously ordered title
commitments and upon receipt of the surveys referenced in Sections 5.3.1(a)
and/or 5.3.1(b), Buyer shall order revised title commitments from the Title
Company (both the original and any revised title commitments collectively the
"Title Commitment") with respect to the real property described in Section
2.1(a) together with the leasehold property associated with the New Dock Lease
and the leasehold property associated with the Terminal Lease. Within ten (10)
days following Buyer's receipt of the Title Commitment and within five (5) days
of Buyer's receipt of any revision to any such Title Commitment showing any new
title matter, Buyer shall notify Seller in writing as to whether Buyer objects
to any title matter which appears on such Title Commitment ("Title Defect").
Seller shall have the option to remove or cure any Title Defect during the
thirty (30) day period after receipt of Buyer's notice ("Cure Period") to remedy
Title Defects. In the event that Seller fails or chooses not to remedy the Title
Defects to Buyer's satisfaction within the Cure Period, Buyer shall have the
option, exercisable within: (i) ten (10) days from the expiration of the Cure
Period; or, if a shorter period of time, (ii) ten (10) day from Seller's written
notice of its choice not to remedy the Title Defects, to:
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(a) accept the status of the title subject to the Title Defects
and proceed with the performance of this Agreement, in which case the Special
Warranty Deed in the form of Exhibit E and/or the Assignment and Assumption
Agreement in the form of Exhibit G will be modified, if applicable, to make the
Title Defect an exception to Seller's warranties thereunder;
(b) extend the Cure Period for a reasonable period mutually
agreeable to the parties to give Seller an additional opportunity to remedy the
Title Defects at the end of which period, if Seller still has not cured the
Title Defect to Buyer's satisfaction, Buyer shall have ten (10) days after such
period ends to elect option (a) or (c) in this Section 5.3.2; or
(c) terminate this Agreement by giving written notice to Seller.
ARTICLE 6
REPRESENTATIONS OF SELLER
Subject to the disclosures as provided by Seller on Schedule J, if any
("Disclosure Schedule"), Seller represents and warrants to Buyer as of the date
hereof and as of the Closing Date that:
6.1 Organization, Qualification and Good Standing. Seller (a) is a corporation,
duly organized, validly existing, and in good standing under the laws of the
State of Texas, (b) is duly qualified to transact business and is in good
standing under the laws of each jurisdiction where the conduct of its business
requires it to so qualify, and (c) has all the requisite company power and
authority to own or hold under lease its property and assets, and to transact
the business in which it is engaged.
6.2 Authority. This Agreement has been duly executed and delivered by Seller.
Seller has the full corporate power and authority to enter into this Agreement,
to make the representations, warranties, covenants and agreements made herein
and to consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all requisite
shareholder and corporate action on the part of Seller.
6.3 Legally Binding. This Agreement and each of the documents described herein
to be executed by Seller constitute legal, valid and binding obligations of
Seller, enforceable against Seller in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency, or other similar laws
affecting the enforceability of creditors' rights in general, and to moratorium
laws from time to time in effect. The enforceability of Seller's obligations
under this Agreement is subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
6.4 No Violation or Breach Resulting from this Transaction. Neither the
execution and delivery of this Agreement by Seller nor the consummation by
Seller of the transactions contemplated hereby:
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(a) will constitute a violation or breach by Seller of any judgment,
order, writ, injunction or decrees issued against or imposed upon Seller;
(b) will result in the violation by Seller of any applicable law,
order, rule or regulation or decree of any governmental or quasi-governmental
authority; or
(c) will constitute a breach of or default under (or an event that,
with giving of notice or passage of time or both, would constitute a breach of
or default under), or will result in the termination of, or accelerate the
performance required by, or result in the creation or imposition of any security
interest, lien, charge or other encumbrance upon the Subject Property under, any
contract, instrument or agreement to which Seller is a party or by which Seller
or any of its assets is bound.
6.5 No Consent Required. No approval, notification, permits, licenses,
authorization, or other action by, to or from, or filing with, any Governmental
Authority or any third party is required in connection with the execution,
delivery, and performance by Seller of this Agreement.
6.6 Governmental/ Regulatory Notices/ Judicial Actions. Except for matters
related to an Environmental Law,
(a) There are no violations of or instances of noncompliance with any
laws, rules, regulations, ordinances, orders, judgments and decrees applicable
to Seller's ownership, use, and operation of the Subject Property or the
condition thereof;
(b) There are no pending, or to the Best of Seller's Knowledge,
threatened claims, actions, suits, proceedings, or investigations by or before
any court or Governmental Authority against Seller with respect to its interest
in the Subject Property or the operations thereof;
(c) There are no judgments, orders, writs or injunctions of any
Governmental Authority in effect against Seller or affecting the Subject
Property; and
(d) There are no pending condemnation or similar proceedings affecting
the Subject Property or any portion thereof, nor to the Best of Seller's
Knowledge, is any such action threatened against all or any portion of the
Subject Property.
6.7 Assigned Permits. Seller has delivered to Buyer true and complete copies of
all Assigned Permits. The list of Assigned Permits provided on Exhibit "D" is a
complete list of all of the permits, licenses and authorizations, excluding
Environmental Permits, held by the Seller to own and/or operate the Subject
Property as a crude oil storage and terminal facility in the manner and in the
areas in which the Subject Property is being used or operated. To the Best of
Seller's Knowledge, each Assigned Permit has been granted by the appropriate
Governmental Authority and is valid and in full force and effect.
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6.8 Taxes. All returns required to be filed pursuant to federal, state or local
laws with respect to the ownership and operation of the Subject Property have
been or will be timely filed, and all taxes (other than income taxes) imposed or
assessed, whether federal, state or local, on the Subject Property that would
result in a lien attaching to the Subject Property if not paid, have been or
will be timely paid or validly contested. Furthermore, no tax returns covered by
this Section are now under audit or, to the Best of Seller's Knowledge
investigation by any taxing authority, and no suits or other judicial or
administrative proceedings or claims are pending, or to the Best of Seller's
Knowledge, threatened with respect to any tax return covered by this Section
6.8.
6.9 Assigned Real Property Interests. Seller has or will deliver to Buyer, true
and complete copies of each Assigned Real Property Interest. The list of
Assigned Real Property Interests provided on Exhibit C is a complete list of all
of the leases, easements, rights of way, licenses and other legally enforceable
interests held by Seller for the operation, maintenance and placement of the
Subject Property prior to Closing. Seller has received no notice of a claim or
cause of action that gives rise to a right of offset by any party under any of
the Assigned Real Property Interests for monies owed by Seller. Seller is not in
violation, breach or default under the Assigned Real Property Interest nor, to
the Best of Seller's Knowledge, is any other party to the Assigned Real Property
Interests in violation, breach or default thereunder. To the Best of Seller's
Knowledge, the Assigned Real Property Interests are valid and enforceable
according to their terms.
6.10 Title to Subject Property. Except (a) for any claims or encumbrances that
do not arise by, through or under Seller, or (b) any lien for taxes that are not
yet due and payable, Seller has good and indefeasible title to the Subject
Property free and clear of all liens, charges, mortgages, security interests,
pledges, lease or deed restrictions or other encumbrances of any nature
whatsoever created by, through or under Seller, but not otherwise.
6.11 Insurance. There are no occurrences and/or incidents that have been
reported as a claim or potential claim and are ongoing, open and/or outstanding
claims against Seller's insurance on its ownership interest in the Subject
Property.
6.12 Foreign Person. Seller is not a "foreign person" as defined in Section 1445
of the Code and the regulations promulgated thereunder.
6.13 Preferential Purchase Rights. There are no preferential purchase rights,
options, or other rights held by any person or entity not a party to this
Agreement to purchase or acquire any interest in the Subject Property, in whole
or in part, as a result of the transactions contemplated by this Agreement.
6.14 Condition and Sufficiency of Property. The buildings, structures and
equipment associated with the Subject Property are structurally sound, are in
good operating condition and repair, and are adequate for the uses to which they
are being put, and none of such is in need of maintenance or repairs except for
ordinary, routine maintenance and repairs that are not material in nature or
cost. The buildings, structures and equipment associated with the Subject
Property are sufficient for the continued conduct of operations on the Subject
Property after the Closing in substantially the same
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manner as such operations have been conducted prior to the Closing; provided,
however, the Seller disclaims any and all liability to the extent of any
modifications that are made after the Closing to any of the Subject Property or
the methods of operation thereof.
6.15 Records. All records and documents relating to the operation and
maintenance of the Subject Property furnished to Buyer were prepared and
maintained in the ordinary course of business, and, to the Best of Seller's
Knowledge, are complete and sufficient for the conduct of the Seller's business
in the same manner as conducted prior to the Closing. Seller has delivered to
Buyer true and correct copies of the report of independent auditors for the
Seller with respect to the calendar years 1998, 1999 and 2000. Furthermore,
Seller will, by October 31, 2001, make available to Buyer for its analysis
certain operational reports prepared by the management of the Seller for its
internal use in accordance with GAAP (subject to post period adjustments) with
respect to the period beginning January 1, 2001 through and including September
30, 2001. Except as specifically stated, no representation or warranty is made
with respect to any records, financial statements, reports, or other data except
as set out in this Section 6.15.
6.16 Brokers. Seller represents and warrants it has not retained any brokers
with respect to this Agreement and agrees to indemnify Buyer against any claim
by any third person for any commission, brokerage, finder's fee or any other
payment based upon any agreement or understanding between such third person and
Seller.
6.17 Disclosure. No representation or warranty of Seller in this Agreement omits
to state a material fact necessary to make the statements herein, in light of
the circumstances made, not misleading.
ARTICLE 7
REPRESENTATIONS OF BUYER
Buyer represents and warrants to Seller as of the date hereof and as of
the Closing Date that:
7.1 Organization and Good Standing. Buyer is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware.
7.2 Authority. This Agreement has been duly executed and delivered by Buyer.
Buyer has the full requisite power and authority to enter into this Agreement,
to make the representations, warranties, covenants and agreements made herein
and to consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all requisite
partnership action on the part of Buyer; including, without limitation,
receiving all approvals and authorizations from the board of directors of its
general partner and any special committee of that board of directors reviewing
this transaction subject to completion of due diligence to the satisfaction of
Buyer.
7.3 Legally Binding. This Agreement and each of the documents described herein
to be executed by Buyer constitute legal, valid and binding obligations of
Buyer, enforceable against Buyer in
14
accordance with their terms, except as enforcement may be limited by bankruptcy,
insolvency, or other similar laws affecting the enforceability of creditors'
rights in general, and to moratorium laws from time to time in effect. The
enforceability of Buyer's obligations under this Agreement is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
7.4 No Violation. The execution and delivery of this Agreement and the
performance by the Buyer of the terms of this Agreement do not conflict with or
result in a violation or breach of the corporate organizational documents of
Buyer or of any agreement, instrument, order, writ, judgment, decree, statute,
rule, or regulation to which Buyer is a party or is subject.
7.5 Brokers. Buyer represents and warrants it has not retained any brokers with
respect to this Agreement and agrees to indemnify Seller against any claim by
any third person for any commission, brokerage, finder's fee or any other
payment based upon any agreement or understanding between such third person and
Buyer.
ARTICLE 8
OTHER AGREEMENTS AND OBLIGATIONS OF THE PARTIES
8.1 Conduct of Business Pending Closing.
8.1.1 From the date of execution of this Agreement to and including the
Closing Date, Seller shall:
(a) conduct the business of the Subject Property in the
ordinary course consistent with past practices;
(b) maintain the Subject Property in good repair, order and
condition consistent with past practice, subject only to normal wear
and tear;
(c) operate the Subject Property in compliance with all
statutes, laws, ordinances, rules, regulations and orders applicable to
the Subject Property;
(d) maintain records relating to the Subject Property
consistent with past practice; and
(e) continue in full force and effect the insurance currently
maintained by Seller on the Subject Property with substantially the
same form and with the same limits and deductibles as presently
maintained by Seller.
8.1.2 Without limiting the generality of Section 8.1.1, except as
expressly provided in this Agreement, from the date hereof to and including the
Closing Date, Seller shall not, without Buyer's written consent:
(a) sell, transfer, encumber or otherwise dispose of any of
its interest in the Subject Property;
15
(b) enter into any agreements, commitments or contracts
affecting the Subject Property other than agreements in the ordinary
course of business (including agreements with its customers for storage
in the Subject Property) or in accordance with past practices, and in
no event for any term in excess of thirty (30) days following the
Closing Date, or terminate, amend or modify any of the Assigned Real
Property Interests; provided, however, Buyer agrees that Seller
continue the effort to obtain full execution of the "Property Lease
Agreement" associated with the Terminal Lease in the form attached
hereto as Exhibit H.
(c) settle any pending judicial or administrative litigation
or claim applicable to Seller's interest in the Subject Property except
for settlements which do not impose any obligation on the Subject
Property or the operation of the Subject Property which extends beyond
the Closing Date;
(d) make any material changes to the physical characteristics
of the Subject Property; or
(e) make any capital commitments or expenditures in excess of
$10,000 except for expenditures made in connection with any emergency
or other force majeure event.
8.2 Transfer of Custody of Inventory.
(a) It is understood by the parties that Seller will have, as of the
Closing Date, custody of crude oil owned by third parties at, from or in transit
to the Subject Property (hereinafter referred to as the "Products") and of the
Crude Oil Inventories and BS&W. The BS&W, Products and Crude Oil Inventories are
specifically excluded from this sale, except as to the transfer of their custody
from Seller to Buyer.
(b) On the Closing Date, the quality of the Products and Crude Oil
Inventories shall be in compliance with Seller's existing product
specifications, Seller will transfer custody of the Products and Crude Oil
Inventories to Buyer, and Buyer will issue to Seller any necessary documentation
to acknowledge receipt of the Products and Crude Oil Inventories upon Buyer's
verification and acceptance of both the physical and book Products and Crude Oil
Inventories. At Closing, Seller shall also transfer custody of the BS&W to
Buyer.
8.3 Employee Matters.
8.3.1 Employment and Compensation of Employees. Buyer and its
Affiliates will have the right, after execution of this
Agreement, to interview and offer employment to any and all of
the people employed on behalf of Seller in connection with the
Subject Property (the "Employees") on such terms as Buyer will
determine. Buyer and its Affiliates shall have no obligation
to offer employment to or to employ such Employees.
8.3.2 Employee Liabilities. Seller will be solely responsible for
all liabilities and obligations with respect to the Employees,
including, but not limited to, compensation or employee
benefits arising before the Effective Time. Seller will bear
all severance costs for the Employees terminated by Geonet or
its agent and arising out of the transactions contemplated by
this Agreement. Buyer will be solely responsible for all
liabilities and obligations with respect to the compensation
or employee benefits of
16
those Employees, if any, who are employed by Buyer and which
arise with respect to employment with Buyer after the
Effective Time.
8.4 Seller's Covenant Not to Compete.
(a) Seller agrees that for the lesser of two (2) years after the
Closing Date or for so long as Buyer owns or operates the Subject Property,
neither Seller nor its present or future Affiliates will, directly or
indirectly, own, manage, operate, control, or participate in the ownership,
management, operation or control of, any crude oil terminal within Terrebonne,
St. Xxxxx, St. Xxxx, Iberia, Vermilion, Cameron, LaFourche, Jefferson, or
Plaquemines Parishes.
(b) The Parties specifically acknowledge and agree that the remedy at
law for any breach of the foregoing will be inadequate and that Buyer, in
addition to any other relief available herein, shall be entitled to temporary
and permanent injunctive relief without the necessity of proving actual damage;
provided, however, Buyer will notify Seller of any breach and allow Seller
twenty-four (24) hours to cease the activities resulting in the breach prior to
Buyer pursuing its available remedies as set forth herein. In the event that the
provisions of this Section should ever be deemed to exceed the limitation
provided by applicable law, then the Parties agree that such provisions shall be
reformed to set forth the maximum limitations permitted.
8.5 Public Announcements. Except as required by applicable law or the applicable
rules and regulations of any governmental agency or stock exchange, neither
Seller nor Buyer shall give notice to third parties or otherwise make any public
statement or releases concerning this Agreement, its content or the transactions
contemplated hereby except for such written information as shall have been
approved in writing as to form and content by both Parties; provided, however,
Buyer shall have no such obligation following the Closing of the transaction
contemplated herein.
8.6 Third Party Negotiations. Seller will not, directly or indirectly, through
any representative or otherwise, solicit or entertain offers from, negotiate
with or in any manner encourage, discuss, accept or consider any proposal of any
other party relating to the sale, lease or other disposition of the Subject
Property, in whole or in part, whether through direct purchase, merger,
consolidation or business combination.
8.7 Reasonable Efforts and Further Negotiations. Each of the Parties will use
its respective reasonable efforts to (a) cause to be fulfilled and satisfied all
of the conditions to the Closing and (b) cause to be performed all of the
matters required of it at or prior to the Closing. The Parties agree to
negotiate the form and content of any documents required to be delivered at the
Closing, or otherwise required to effect the transactions contemplated hereby,
in good faith, taking into consideration the intents and purposes of this
Agreement and terms and conditions normally and reasonably found in transactions
of similar form and magnitude.
8.8 Seller Disclosure Schedule. From the date of this Agreement to the Closing
Date, Seller shall have the continuing obligation to promptly supplement or
amend the Disclosure Schedule, being delivered concurrently with the execution
of this Agreement and attached hereto, with respect to any matter hereafter
arising or discovered which, if existing or known at the date of this Agreement,
would have been required to be set forth or described in the Disclosure
Schedule.
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ARTICLE 9
CONDITIONS TO OBLIGATIONS OF SELLER
The obligations of Seller to effect the transactions contemplated by
this Agreement on the Closing Date shall be subject to the fulfillment, prior to
or at the Closing, of each of the conditions set forth in this Article 9 (unless
waived, in whole or in part, in writing by Seller).
9.1 Representation and Warranties True. The representations and warranties made
by Buyer as set forth in Article 7 of this Agreement shall have been true and
correct when made and shall be true and correct as of the Closing Date as though
such representations and warranties were made at and as of such date.
9.2 Performance of Obligations. Buyer shall have performed, observed and
complied with, in all material respects, all agreements, obligations, covenants
and conditions required by this Agreement to be performed or complied with by it
on or prior to the Closing Date.
9.3 Litigation. No action or proceeding shall be pending or threatened against
Seller or Buyer in any court of law or by any Governmental Authority on the
Closing Date, wherein an unfavorable judgment, decree or order could prevent,
make unlawful or materially affect the consummation of the transactions
contemplated by this Agreement.
9.4 Documents and Deliveries. All instruments and documents required on Buyer's
part to effectuate this Agreement and the transactions contemplated hereby shall
be delivered to Seller and shall be in form and substance consistent with the
requirements herein.
9.5 Collateral Agreements. The following agreements shall have been fully
executed and delivered:
(a) the Louisiana Facilities Commercial Development Transition
Agreement ;
(b) the Employment and Nonsolicitation/Noncompetition/
Confidentiality Agreement between Xxxxxxxx Energy Marketing &
Trading Company and Xxx Xxxxxxxx; and
(c) the Consulting and Nonsolicitation/Noncompetition/
Confidentiality between Xxxxxxxx Energy Marketing & Trading
Company and Xxxxx Xxxxxx;
(d) the "Property Lease Agreement" associated with the Terminal
Lease in the form attached hereto as Exhibit H;
(e) the Agreement between Xxxxxxxx Energy Marketing & Trading
Company and Seller, or its designated Affiliate, regarding the
services of Xxx Xxxxxxxx and other Geonet employees who become
employees of Xxxxxxxx Energy Marketing & Trading Company for
the closing of the books of Geonet for the year ended December
31, 2001;
(f) the Transition Services Agreement between Xxxxxxxx Energy
Marketing & Trading Company, Seller and Buyer; and
(g) the Revenue Sharing Agreement between Xxxxxxxx Energy
Marketing & Trading Company and Seller.
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ARTICLE 10
CONDITIONS TO OBLIGATIONS OF BUYER
The obligations of Buyer to effect the transactions contemplated by
this Agreement on the Closing Date shall be subject to the fulfillment, prior to
or at the Closing, of each of the conditions set forth in this Article 10
(unless waived, in whole or in part, in writing by Buyer).
10.1 Representation and Warranties True. The representations and warranties made
by Seller as set forth in Article 6 of this Agreement shall have been true and
correct when made and shall be true and correct as of the Closing Date as though
such representations and warranties were made at and as of such date without
giving effect to any update to Seller's Disclosure Schedule.
10.2 Performance of Obligations. Seller shall have performed, observed and
complied with, in all material respects, all agreements, obligations, covenants
and conditions required by this Agreement to be performed or complied with by it
on or prior to the Closing Date.
10.3 Litigation. No action or proceeding shall be pending or threatened against
Seller or Buyer in any court of law or by any administrative or governmental
agency on the Closing Date, wherein an unfavorable judgment, decree or order
could prevent, make unlawful or materially affect the consummation of the
transactions contemplated by this Agreement.
10.4 Absence of Certain Changes. There shall not have occurred with respect to
the Subject Property any act or omission constituting a violation of any
Environmental Law, rule or regulation of any Governmental Authority between the
date of this Agreement and the Closing Date nor any damage or destruction,
whether covered by insurance or not, which could materially adversely affect the
normal utilization and operations of the Subject Property.
10.5 Documents and Deliveries. All instruments and documents required on
Seller's part to effectuate this Agreement and the transactions contemplated
hereby shall be delivered to Buyer and shall be in form and substance consistent
with the requirements herein.
10.6 Title Insurance Policy. The Title Company shall have committed to issue to
Buyer at Closing, an extended coverage ALTA owner's policy of title insurance
(subject only to such Title Defects as Buyer has accepted under Section
5.3.2(a)) upon payment by Buyer of its regularly scheduled premium, insuring
Buyer's interests in (a) that portion of the Subject Property described in
Section 2.1(a), (b) a leasehold interest in the New Dock and (c) a leasehold
interest in the Terminal Lease in an amount satisfactory to Buyer, subject only
to delivery of the executed Xxxx of Sale, Assignment and Assumption Agreement
and Special Warranty Deed, the printed provisions of such policy, and such title
matters accepted by Buyer pursuant to Section 5.3.2
10.7 Due Diligence Review. Buyer shall have completed, to Buyer's satisfaction,
a due diligence investigation of the Subject Property, including without
limitation, any Seller authorized physical inspection of the Subject Property
and a review of any and all documents and other writings related to or affecting
the Subject Property and Buyer, in its sole judgment, is satisfied with the
results of the due diligence investigation .
10.8 Preferential Purchase Rights/Consents to Assignment. Seller shall have
provided written notice of this Agreement to any Persons with preferential
purchase rights to the Subject Property pursuant to and in accordance with the
terms of the governing documents and either (i) such Persons shall have notified
Seller of their intent to either waive or not to exercise their preferential
rights with respect to this Agreement, or (ii) said preferential rights of first
refusal shall have expired pursuant
19
to the terms of the governing documents. Seller shall also have received the
consent of any third parties required for the assignment of Assigned Real
Property Interests, including without limitation, consent of (1) the Xxxxxxx
Land Trust for assignment of the New Dock Lease, (2) Ship Shoal Pipeline Company
for assignment of that Onshore Tie-In Agreement for the Ship Shoal Pipeline
System dated December 22, 1997 between Seller and Ship Shoal Pipeline Company,
(3) the Servitude for Pipeline between Seller and Xxxxxxxxx Xxxxx Xxxxx Xxxx,
(4) the Servitude for Pipeline between Seller and Xxxxxxxx X. Xxxxxxxxx, (5) the
Servitude for Pipeline between Seller and Xxxxxx X. Xxxxxx and Xxxxxxx Xxxxxxx
Xxxxxx, (6) the Servitude for Pipeline between Seller and IP Petroleum Company,
Inc. and (7) the Pipeline Right-of-Way Grant between Seller and the State of
Louisiana.
10.9 Collateral Agreements. The following agreements shall have been fully
executed and delivered:
(a) Louisiana Facilities Commercial Development Transition
Agreement;
(b) the Employment and Nonsolicitation/Noncompetition/
Confidentiality Agreement between Xxxxxxxx Energy Marketing &
Trading Company and Xxx Xxxxxxxx; and
(c) the Consulting and Nonsolicitation/Noncompetition/
Confidentiality between Xxxxxxxx Energy Marketing & Trading
Company and Xxxxx Xxxxxx;
(d) the "Property Lease Agreement" associated with the Terminal
Lease in the form attached hereto as Exhibit H;
(e) the Agreement between Xxxxxxxx Energy Marketing & Trading
Company and Seller, or its designated Affiliate, regarding the
services of Xxx Xxxxxxxx and other Geonet employees who become
employees of Xxxxxxxx Energy Marketing & Trading Company for
the closing of the books of Geonet for the year ended December
31, 2001;
(h) the Transition Services Agreement between Xxxxxxxx Energy
Marketing & Trading Company, Seller and Buyer; and
(f) the Revenue Sharing Agreement between Xxxxxxxx Energy
Marketing & Trading Company and Seller.
10.10 Approvals. The conditions of approvals and authorizations from the board
of directors of Buyer's general partner and any special committee of that board
of directors reviewing this transaction have been satisfied.
ARTICLE 11
LOSS BY CASUALTY; CONDEMNATION
11.1 Risk of Loss. Risk of loss of or damage to the Subject Property shall be
borne by Seller until the Closing Date; thereafter, Buyer shall bear the risk of
loss or damage. Seller shall promptly notify Buyer of any casualty to the
Subject Property, any condemnation proceeding commenced or threatened, or the
exercise of any preferential right to purchase any of the Subject Property prior
to the Closing. In the event of any such casualty, condemnation proceeding or
exercise of preferential rights, Buyer shall elect in writing to either (a)
purchase the Subject Property under the terms and conditions set forth herein
with a reduction to Purchase Price as agreed upon by Buyer and Seller before
Buyer makes this election, or (b) terminate this Agreement, in which event,
except as otherwise provided herein, neither Party shall have any further rights
or obligations hereunder.
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ARTICLE 12
INDEMNIFICATION
12.1 Survival. Except as provided in Sections 8.4 and 12.4, the representations,
warranties, covenants and obligations of the Parties under Section 6.14 shall
survive until December 31, 2001 and under the remainder of this Agreement shall
survive until the first anniversary date of the Closing (with such time period
beginning at the Effective Time through December 31, 2001, the first anniversary
of this Agreement or forever, as appropriate, being referred to as the "Survival
Period"); provided, however, that any bona fide claim relating thereto (a) is
asserted in writing to the other Party specifying in reasonable detail the
specific nature of the Claim and the estimated amount of such Claim ("Claim
Notice"), and (b) shall, if delivered in accordance with Section 12.7 during the
Survival Period, with respect only to such Claim, survive the Survival Period.
12.2 Indemnification by Seller.
(a) Seller shall indemnify, defend and hold harmless Buyer, its
Affiliates, successors and assigns and their respective directors, officers,
employees, shareholders, trustees, beneficiaries, representatives and agents
(collectively, the "Buyer Indemnitees") from and against any and all claims,
demands, actions or causes of action, assessments, judgments, court costs,
penalties, damages, interest, losses, costs, expenses, obligations, and
liabilities (including without limitation, reasonable consultants' and
attorneys' fees and expenses) of every type and nature whatsoever (collectively,
"Claims or Losses") suffered by Buyer as a result of:
(i) any inaccuracy in or breach by Seller of any representation,
warranty, covenant or agreement of Seller set forth in this Agreement ;
(ii) the ownership or operation of the Subject Property prior to the
Effective Time and events occurring or conditions existing prior to the
Effective Time; provided, however, that this Section 12.2 shall not
apply, and Section 12.4 shall govern, with respect to Claims or Losses
arising out of environmental matters; or
(iii) any noncompliance by Seller with any bulk transfer laws that may
be applicable to the transaction contemplated by this Agreement.
12.3 Indemnification by Buyer. Buyer shall indemnify, defend and hold Seller,
its parent, Affiliates, successors and assigns and their respective directors,
officers, employees, shareholders, representatives, trustees, beneficiaries and
agents (collectively, the "Seller Indemnitees") harmless from and against any
and all Claims or Losses suffered by Seller as a result of:
(a) any inaccuracy in or breach by Buyer of any representation,
warranty, covenant or agreement of Buyer set forth in this Agreement; or
(b) the ownership, operation or use of the Subject Property that
relates to the period of time after the Effective Time.
12.4 Environmental Indemnification.
(a) BUYER HEREBY RELEASES AND DISCHARGES SELLER INDEMNITEES
FROM, AND AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER INDEMNITEES
HARMLESS FROM, ANY AND ALL CLAIMS OR LOSSES AT LAW OR IN EQUITY, KNOWN
OR UNKNOWN, WHETHER NOW EXISTING OR ARISING IN THE FUTURE, CONTINGENT
OR OTHERWISE, REGARDLESS OF ANY
21
NEGLIGENCE OR STRICT LIABILITY OF SELLER INDEMNITIES, WITH RESPECT TO
ANY CONDITION OF THE ENVIRONMENT, WHETHER OR NOT ADVERSE AND WHETHER AT
THE SUBJECT PROPERTY (REGARDLESS OF WHETHER THE CONDITION ORIGINATED AT
THE SUBJECT PROPERTY OR OFF SITE TO THE SUBJECT PROPERTY) OR ANY
PROPERTY OFF SITE TO THE SUBJECT PROPERTY (PROVIDED THAT THE CONDITION
ORIGINATED AT THE SUBJECT PROPERTY), EXISTING BEFORE, OR ON, THE
EFFECTIVE TIME OR ARISING AFTER THE EFFECTIVE TIME, INCLUDING, BUT NOT
LIMITED TO:
(i) MATTERS OR CIRCUMSTANCES RELATING TO ENVIRONMENTAL LAWS
WHETHER IN EFFECT BEFORE, ON OR AFTER THE EFFECTIVE TIME;
(ii) THE RELEASE INTO THE ENVIRONMENT; OR
(iii) PROTECTION OF THE ENVIRONMENT OR PUBLIC HEALTH.
(b) BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE SUBJECT PROPERTY
MAY CONTAIN HAZARDOUS MATERIALS ON THE SUBJECT PROPERTY OR IN THE ENVIRONMENT AT
THE SUBJECT PROPERTY, INCLUDING WITHOUT LIMITATION NATURALLY OCCURRING
RADIOACTIVE MATERIALS, HYDROCARBONS, OR HAZARDOUS MATERIALS , AND THAT PHYSICAL
CONDITIONS, WHETHER OR NOT ADVERSE, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE
OF UNKNOWN ABANDONED FACILITIES, SUMPS AND PIPELINES THAT MAY NOT HAVE BEEN
REVEALED BY BUYER'S INVESTIGATION.
12.5 Limitation on Liability.
(a) Neither party hereto shall have any liability for Claims or Losses
pursuant to Article 12 unless a Claim Notice has been delivered to the other
Party as required by Section 12.7 within the applicable Survival Period.
(b) The Parties hereto agree to waive any rights to special,
incidental, consequential, indirect or punitive damages, including without
limitation, loss of profits, resulting from any Claim or Loss except to the
extent that such result from third party claims; provided however that the
foregoing restriction shall not relate (i) to a breach of the representation
provided in Section 6.14, regarding the condition of the Subject Property or
(ii) to any environmental matter for which the Buyer provides indemnity pursuant
to Section 12.4.
(c) Buyer's only recourse for indemnification from the Seller for any
and all Claims or Losses pursuant to this Article 12 or otherwise, shall be to
collect from the Escrow Agent out of the Escrow Fund under the terms and methods
provided in Section 12.7 and the Escrow Agreement, which is attached hereto as
Exhibit H. UPON CLOSING, SELLER SHALL NO LONGER BE LIABLE IN ANYWAY UNDER THIS
AGREEMENT OR OTHERWISE BEYOND THE AMOUNT OF MONEY AVAILABLE IN THE ESCROW FUND
(MINUS ANY PENDING CLAIMS) AT THE TIME THE CLAIM IS MADE; PROVIDED, HOWEVER, IF
THE ESCROW FUND HAS ALREADY BEEN LIQUIDATED AND DISTRIBUTED TO SELLER PURSUANT
TO THE ESCROW AGREEMENT, SELLER SHALL NO LONGER BE LIABLE.
22
12.6 Cooperation by Buyer and Seller. Buyer and Seller shall cooperate fully
with one another in connection with any matters covered by the indemnity
obligations under this Agreement. Such cooperation shall include, without
limitation, providing the other Party with reasonable access to files,
properties and personnel and advance notification of any meeting or
communications with any third parties which could reasonably be expected to
affect the rights or obligations of the other Party under this Agreement.
12.7 Notice of Asserted Liability; Opportunity to Defend. All claims for
indemnification under this Article 12 shall be asserted and resolved pursuant to
this Section 12.7. Any person claiming indemnification hereunder is hereinafter
referred to as the "Indemnified Party" and any person against whom such claims
are asserted hereunder is hereinafter referred to as the "Indemnifying Party".
(a) Third Party Claims. In the event that any Claims or Losses are
asserted against or sought to be collected from an Indemnified Party by a third
party ("Third Party Claims"), the Indemnified Party shall with reasonable
promptness provide to the Indemnifying Party a Third Party Claim Notice. The
Indemnifying Party shall not be obligated to indemnify the Indemnified Party
with respect to any such Third Party Claims if the Indemnified Party fails to
notify the Indemnifying Party thereof in accordance with the provisions of this
Agreement in reasonably sufficient time so that the Indemnifying Party's ability
to defend against the Third Party Claims is not prejudiced. The Indemnifying
Party shall have 30 days from the personal delivery or receipt of the Third
Party Claim Notice ("Notice Period") to notify the Indemnified Party (a) whether
or not it disputes the liability of the Indemnifying Party to the Indemnified
Party hereunder with respect to such Third Party Claims and/or (b) whether or
not it desires, at the sole cost and expense of the Indemnifying Party, to
defend the Indemnified Party against such Third Party Claims. If the
Indemnifying Party notifies the Indemnified Party within the Notice Period that
it desires to defend the Indemnified Party against such Third Party Claims, the
Indemnifying Party shall have the right to defend all appropriate proceedings,
with counsel of its own choosing, which proceedings shall be promptly settled or
prosecuted by them to a final conclusion. If the Indemnified Party desires to
participate in, but not control, any such defense or settlement it may do so at
its sole cost and expense. If requested by the Indemnifying Party, the
Indemnified Party agrees to cooperate with the Indemnifying Party and its
counsel in contesting any Third Party Claims that the Indemnifying Party elects
to contest or, if appropriate and related to the claim in question, in making
any counterclaim against the person asserting the Third Party Claims, or any
cross-complaint against any person. No Third Party Claim may be settled or
otherwise compromised in a manner which imposes any obligation or liability on
the Indemnifying Party or Indemnified Party without the prior written consent of
the Indemnifying Party or Indemnified Party, respectively, provided that a
reasonable defense(s) to such Third Party Claim exists.
(b) Other Claims. A claim for indemnification for any matter not
involving a third party claim may be asserted by delivery of a Claim Notice to
the party from whom indemnification is sought. The Indemnified Party shall with
reasonable promptness provide to the Indemnifying Party such Claim Notice. The
Indemnifying Party shall not be obligated to indemnify the Indemnified Party
with respect to any such claims if the Indemnified Party fails to provide notice
to the Indemnifying Party thereof in accordance with the provisions of this
Agreement in reasonably sufficient time so that the Indemnifying Party's ability
to address the subject of the indemnification is not prejudiced.
12.8 Exclusive Remedy. As between the Buyer and Seller, the remedies and the
rights, obligations and limitations relating thereto set forth in this Article
12 are the exclusive remedies with respect to
23
this Agreement, the events giving rise to this Agreement, and the transactions
provided for herein or contemplated hereby or thereby.
ARTICLE 13
DISCLAIMER OF CONDITION OF Subject Property
EXCEPT AS PROVIDED IN ARTICLE 6, SELLER DISCLAIMS, AND BUYER HEREBY
WAIVES, ALL IMPLIED OR STATUTORY WARRANTIES AND REPRESENTATIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, CONDITIONS,
DESIGN OR OTHERWISE, WITH RESPECT TO THE Subject Property.
ARTICLE 14
TERMINATION
14.1 Termination Events. This Agreement may, by notice given prior to or at the
Closing, be terminated:
(a) by either Buyer or Seller if a breach of any material provision of
this Agreement has been committed by the other party and such breach has not
been waived;
(b) (1) by Buyer, if any of the conditions in Article 10 has not been
satisfied as of the Closing Date or if satisfaction of such a condition is or
becomes impossible (other than through the failure of Buyer to comply with its
obligations under this Agreement) and Buyer has not waived such condition on or
before Closing; or (2) by Seller, if any of the conditions in Article 9 has not
been satisfied as of the Closing Date or if satisfaction of such a condition is
or becomes impossible (other than through the failure of Seller to comply with
its obligations under this Agreement) and Seller has not waived such condition
on or before Closing;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other
than through the failure of any party seeking to terminate this Agreement to
comply fully with its obligations under this Agreement) on or before October 31,
2001, or such later date as the parties may agree upon.
14.2 Effect of Termination. Each party's right of termination under Section 14.1
is in addition to any other rights it may have under this Agreement or
otherwise, and the exercise of a right of termination will not be an election of
remedies. If this Agreement is terminated pursuant to Section 14.1, all further
obligations of the parties under this Agreement will terminate except that the
obligations in Sections 6.16, 7.5, 8.5 and 15.2 will survive; provided, however,
that if this Agreement is terminated by a party because of the breach of the
Agreement by the other party or because one or more of the conditions to the
terminating party's obligations under this Agreement is not satisfied as a
result of the other party's failure to comply with its obligations under this
Agreement, the terminating party's right to pursue all legal remedies will
survive such termination unimpaired.
24
ARTICLE 15
MISCELLANEOUS
15.1 Notices. All notices or correspondence required or permitted to be given
hereunder shall be in writing. Notices may be given in person, or may be sent by
nationally recognized overnight courier, registered or certified mail (postage
prepaid and return receipt requested) or facsimile with written confirmation to
the party to be notified at the following address:
If to Seller: Geonet Gathering, Inc.
00000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: President
Fax #: (000) 000-0000
If to Buyer: Xxxxxxxx Terminals Holdings, L.P.
One Xxxxxxxx Center, Mail Drop 720
Xxxxx, Xxxxxxxx 00000
Attn: Xxx Xxxxx
Fax #: (000)000-0000
or such other address as may be designated by notice to the other party. Notices
shall be deemed given when received by the party to be notified; provided,
however, that notices received after 5:00 p.m. or on a non-business day shall be
deemed to be given the following business day.
15.2 Expenses. Except as otherwise provided herein, each party hereto shall bear
its own expenses incurred in connection with the preparation, execution and
performance of this Agreement and the transactions contemplated herein. In the
event of termination of this Agreement, the obligation of each party to pay its
own expenses will be subject to any rights of such party arising from a breach
of this Agreement by the other party.
15.3 Further Assurances. Buyer and Seller shall upon request execute and deliver
or cause to be executed and delivered all documents, conveyances, deeds,
assignments, or other instruments or further assurance, and shall do or cause to
be done any acts or things as may be reasonably necessary or advisable to
implement and give full effect to the provisions of this Agreement.
15.4 Waiver. Except as otherwise provided herein, neither the failure nor any
delay on the part of any party in exercising any right, power or remedy
hereunder shall operate as a waiver thereof, or of any other right, power or
remedy; nor shall any single or partial exercise of any right, power or remedy
preclude any further or other exercise thereof, or the exercise of any other
right, power or remedy. No waiver of any of the provisions of this Agreement
shall be valid unless it is in writing and signed by the party against whom it
is sought to be enforced.
15.5 Parties in Interest. Nothing in this Agreement, expressed or implied, is
intended to create any third party beneficiary or to confer upon any third
person any rights or remedies under or by reason of this Agreement.
15.6 Assignability. This Agreement shall not be assigned in whole or in part by
either Party except upon the prior written consent of the other Party; provided,
however, that the preceding requirement for consent shall not apply to Buyer if
Buyer assigns this Agreement, in whole or in part, to one or more of its
Affiliates. In the later case, Buyer shall give Seller prompt notice of such
assignment.
25
15.7 Successor and Assigns. Subject to Section 15.6, this Agreement shall inure
to the benefit of and be binding upon Buyer and Seller and their respective
successors and assigns.
15.8 Amendments. This Agreement may only be amended or modified by a written
instrument executed by the duly authorized representatives of both Seller and
Buyer.
15.9 Headings. The article and section headings contained herein are for
convenience only and shall not in any way affect the meaning, construction or
interpretation of this Agreement.
15.10 Partial Invalidity. In the event any provision or portion of a provision
hereof is held to be invalid, void, or unenforceable, such holding shall not
affect the remaining portion of that provision or any other provision hereof.
15.11 Interpretation. This Agreement is the product of negotiations during which
all parties have had an opportunity to make alterations, changes, and deletions
to the text and have, in fact, made such alterations, deletions, and additions.
This Agreement should be read as if drafted equally by all concerned with no
presumption or penalty attached to any party for its particular role in
producing any preliminary of final draft of this Agreement.
15.12 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
15.13 Governing Law. THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER, SHALL BE CONSTRUED, INTERPRETED, ENFORCED, AND GOVERNED BY
THE LAWS OF THE STATE OF OKLAHOMA, WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES
THEREOF; PROVIDED HOWEVER, REAL PROPERTY RIGHTS ASSOCIATED WITH THIS AGREEMENT
SHALL BE CONSTRUED, INTERPRETED, ENFORCED, AND GOVERNED BY THE LAWS OF THE STATE
OF LOUISIANA, WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES THEREOF.
15.14 Entire Agreement. This Agreement, together with the exhibits and schedules
attached hereto, embodies the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes any and all
prior agreements and understandings relating thereto, written and oral,
including, but not limited to, prior drafts of this Agreement and that certain
Nondisclosure Agreement executed by the Seller and Xxxxxxxx Energy Services,
LLC, dated February 23, 2001.
[Remainder of this page intentionally left blank]
26
IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement
by their respective, duly authorized representatives as of the date first above
written.
Geonet Gathering, Inc.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------
Title: President
----------------------------
Xxxxxxxx Terminals Holdings, L.P.
By: Xxxxxxxx NGL, LLC, a Delaware limited
liability company, as general partner
By: /s/ Xxx X. Xxxxxxxxxx
------------------------------------------
Name: Xxx X. Xxxxxxxxxx
----------------------------------------
Title: Sr. Vice President, CPO and Treasurer
---------------------------------------
27
LIST OF EXHIBITS/SCHEDULES
Exhibit A - Fee Property Description
Exhibit B - Personal Property Description
Exhibit C - Assigned Real Property Interests
Exhibit D - Assigned Permits
Exhibit E - Form of Special Warranty Deed
Exhibit F - Form of Xxxx of Sale
Exhibit G - Form of Assignment and Assumption Agreement
Exhibit H - Form of "Property Lease Agreement"
Exhibit I - Form of Escrow Agreement
Schedule J - Seller's Disclosure Schedule
Schedule K - Purchase Price Allocation
28
EXHIBIT A
[Fee Property Descriptions]
Tract No. 1
A CERTAIN TRACT OF LAND, situated in the Parish of Terrebonne, Louisiana, shown
and designated as Tract 25 on a plat of survey entitled "Final Plat of Survey of
Oak Forest Plantation Estates, located in Section 80 and 81, T16S, R15E and
Sections 30 and 31, T17S, R15E, Terrebonne Parish, Louisiana", which plat was
dated September 19, 1979, revised October 29, 1979, prepared by the Office of X.
Xxxxx Xxxxx & Son, Inc., approved by Xxxxxxx X. Xxxx and duly recorded November
30, 1979, at COB 776, folio 619, Entry Number 612226 and at Map Volume 49, folio
74 as Map Number 5361; said tract having the size and dimensions and being
located as shown on said plat; namely:
TRACT 25 containing 6.6150 acres, measuring a front of 126.22 feet on the
southerly ordinary low water line of Bayou Black by a depth of 2307.06 feet
along the easternmost line with a dept of 2303.27 feet along the westernmost
line, containing a width of 125.75 feet on the rear or southernmost side, being
bounded in the front by Bayou Black, on the easternmost side by property owned
by Xxxxxx X. Xxxxxxx, Xx., or assigns on the westernmost side by Tract 24, and
on the rear and southernmost side by property of Xxxxxxxx, Inc., or their
assigns, together with all improvements thereon and all rights, ways. privileges
and servitudes thereunto belonging or otherwise appertaining.
LESS AND EXCEPT the following portion of Tract 25 sold to Xxxxxxx X. Xxxxxxxx,
Xx., et ux, by act dated January 7, 1985 and recorded at Entry No. 752048,
Terrebonne Parish, Louisiana, described as follows:
A certain portion of Lot 25 containing the southernmost 773 feet being bounded
as follows: on the north by the remainder of Tract 25 formerly owned by Xxxxxx
Xxxxxx; on the west by other property of Xxxxxxx X. Xxxxxxxx, Xx., now or
formerly; on the south by the land owned by Xxxxxxxx, Inc.; and on the east by
property owned by Xxxxxx X. Xxxxxxx, Xx., or his assigns. The northern line of
said property conveyed herein is also bordered by a drainage canal; as will be
more fully shown on the plat recorded in Map Volume 61, folio 11, records of
Terrebonne Parish. FOR TITLE SEE: COB 1322, folio 514, records of Terrebonne
Parish. SEE ALSO: Entry No. 928862.
Which has the address of 0000 Xxxxx Xxxxx Xxxxx, Xxxxxx, Xxxxxxxxx 00000.
Exhibit A [Fee Property] continued
Tract No. 2
A certain tract of property situated in the Parish of Terrebonne, State of
Louisiana and designated as Lot One (1) of LIVE OAK ESTATES on a plat of survey
entitled "Final Plat Survey of Live Oak Estates Located in Xxxxxxx 00, X00X,
X00X and Xxxxxxx 00, X00X, X00X, Xxxxxxxxxx Xxxxxx, Xxxxxxxxx", dated February
27, 1980 and revised March 3, 1980, prepared by the office of X. Xxxxx Xxxxx &
Son, Inc., approved by Xxxxxxx X. Xxxx, said plat having been duly filed of
record under Entry No. 632036 at COB 806 folio 153, and as Map No. 5731 at Map
Vol. 51, folio 34; said lot having the size and dimensions and being located as
shown on said plat, namely Lot One (1), containing 6.626 acres, measuring a
width of 126.24 feet along the southern ordinary low water line of Bayou Black
by a depth of 2,307.06 feet along its western property line and a depth of
2,310.94 feet along its eastern property line with a width along its rear or
southerly property line of 125.75 feet; together with all the buildings and
improvements thereon and all rights, ways, privileges and servitudes thereunto
belonging or in anywise appertaining. Bounded in the front by Bayou Black, on
the west by property of Xxxxxxx Xxxxx, et al, bounded on the east by Xxx 0 xx
Xxxx Xxx Xxxxxxx, bounded in the rear by the property of Xxxxxxxx, Inc.
(See XXX 000 xxxxx 000, Xxxxx Xx. 000000 and COB 849 folio 599, Entry No.
660319, records of Terrebonne Parish, Louisiana.)
EXHIBIT B
[Personal Property Descriptions]
o Floating Roofs - Tank 8000, 8001, & 8002
o Tank Bottom - Tank 8002
o Tank Repairs - All Tanks
o Site Preparation, Tank farm and 8 mile pipeline. Pipe Purchased for Repair of
8 mile line and Construction two new lines
o Truck Tanks o Pipeline construction - 8 mile line (6" pipeline)
o Pipeline construction - new lines connecting terminal to "Xxxxxxx" Dock and
connecting terminal to Ship Shoal at Xxxxxx (12", 8" and 6" pipelines)
o Pumps and Electronics at Terminal including (3) Discharge pump units and (1)
Offloading pump unit
o Dock Construction on "Xxxxxxx" Property
o (2) dock areas with cranes and hoses
o Miscellaneous Assets at Terminal, such as:
- Office foundations and construction of buildings including (1) Dispatch
bldg (1) Bunk House bldg and (1) MCC bldg
- Hoses
- Parking lot refurbishment
- Paint
- Plumbing
- Computers and Monitors including (3) computers on site
- Lab Equipment
o Furniture & Fixtures at Terminal
o Proprietary Computer Ticket System
o Nissan Pickup Truck and Pursuit 2550 Cuddy Cabin Boat with two 200 hp Suzuki
outdrive units (1986 model boat with 2000 model motors)
o Lawn equipment including (1) 4200 Xxxx Deere Tractor with xxxx hog front end
loader and box blade attachment, (1) LT 133 Xxxx Deere Lawn mower and (1)
Weed eater
o Portable Building
o Spare pipe at 12" x 150 ' and 6 " x 100'.
o (1) Tandem axle trailer for Tractor
o (1) LATC unit located at Shell Equilon facility
o (1) 6" pipeline 8 miles to Chacahuola tank farm
EXHIBIT C
[Assigned Real Property Interests]
o Terminal Lease
o New Dock Lease
o On Shore Tie-In Agreement for the Ship Shoal Pipeline System dated December
22, 1997 between Seller and Ship Shoal Pipeline Company
o all interests identified on the attached "Exhibit C continued"
Page 1 of 14
EXHIBIT C CONTINUED
TR. # INSTRUMENT TITLE DATED GRANTOR/LICENSOR GRANTEE/LICENSEE
----- ---------------- ----- ---------------- ----------------
322 SERVITUDE FOR PIPELINES 3/15/99 SHELL OIL COMPANY, GEONET GATHERING, INC.,
A DELAWARE CORPORATION A TEXAS CORPORATION
324, SERVITUDE FOR PIPELINES 3/10/99 EQUILON PIPELINE COMPANY GEONET GATHERING, INC.,
325, LLC, A DELAWARE LIMITED A TEXAS CORPORATION
326, LIABILITY COMPANY
327 &
328
329 SERVITUDE FOR PIPELINE 11/13/98 XXXXXX X. XXXXXXX AND GEONET GATHERING, INC.,
XXXXX XXXXXXXX XXXXXXX A TEXAS CORPORATION
331 SERVITUDE FOR PIPELINE 11/11/98 XXXXXXX X. XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
332 SERVITUDE FOR PIPELINE 11/11/98 XXXXXX X. XXXXXX, XX. AND GEONET GATHERING, INC.,
XXXXX X. XXXXXX A TEXAS CORPORATION
333 SERVITUDE FOR PIPELINE 11/9/98 XXXXX X. XXXXXXX, XX. AND GEONET GATHERING, INC.,
XXXXXX XXXXXXXXX XXXXXXX A TEXAS CORPORATION
334 SERVITUDE FOR PIPELINE 12/30/98 ELISHA XXXXXX XXXXXXXX, GEONET GATHERING, INC.,
INDIVIDUALLY AND AS NATURAL A TEXAS CORPORATION
TUTRIX OF XXXXXXX XXXXXX
XXXXXXXX AND XXXXXXXX
XXXXX XXXXXXXX
XX. # INSTRUMENT TITLE LAND DESCRIPTION DATE REC. BOOK ENTRY #
----- ---------------- ---------------- --------- ---- -------
322 SERVITUDE FOR PIPELINES A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK 3/26/99 1642 1042381
OF BAYOU BLACK, DESIGNATED AS XXX 00 XX XXXXXXX
00, XXXXXXXX 00 XXXXX, XXXXX 15 EAST.
324, SERVITUDE FOR PIPELINES A CERTAIN TRACT OF LAND ON LEFT DESCENDING BANK OF 3/26/99 1642 1042380
325, BAYOU BLACK, DESIGNATED AS XXXX 00, 00, 00, 00 XXX
000, 00 XX XXXXXXX 00, XXXXXXXX 00 XXXXX, XXXXX 15 EAST.
327 &
328
329 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042463
BAYOU BLACK LOCATED IN SECTION 00, XXXXXXXX 00 XXXXX,
XXXXX 15 EAST AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
331 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042462
OF BAYOU BLACK LOCATED IN SECTION 00, XXXXXXXX 00 XXXXX,
XXXXX 15 EAST AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
332 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042461
BAYOU BLACK LOCATED IN SECTION 00, XXXXXXXX 00 XXXXX,
XXXXX 15 EAST AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
333 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042460
BAYOU BLACK LOCATED IN SECTION 00, XXXXXXXX 00 XXXXX,
XXXXX 15 EAST AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
334 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF UNKNOWN COB 1046139
BAYOU BLACK LOCATED IN SECTION 30, TOWNSHIP 17 SOUTH, 1648
RANGE 15 EAST AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
Page 2 of 14
EXHIBIT C CONTINUED
TR. # INSTRUMENT TITLE DATED GRANTOR/LICENSOR GRANTEE/LICENSEE
----- ---------------- ----- ---------------- ----------------
335 SERVITUDE FOR PIPELINE 12/17/98 XXXXXX X. XXXXXXXX AND GEONET GATHERING, INC.,
XXXXXX XXXXX XXXXXXXX A TEXAS CORPORATION
336 SERVITUDE FOR PIPELINE 1/5/99 XXXXXXXX X. XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
337 SERVITUDE FOR PIPELINE 12/4/98 XXXXXX X. XXXXXXXX GEONET GATHERING, INC.,
& 338 AND XXXXXX X. XXXXXXXX A TEXAS CORPORATION
339 SERVITUDE FOR PIPELINE 1/14/99 XXXXXX XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
340 SERVITUDE FOR PIPELINE 1/12/99 XXXXX X. XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
342 SERVITUDE FOR PIPELINE 1/7/99 XXXXXXX X. XXXXXX AND GEONET GATHERING, INC.,
XXX XXXXXX XXXXXX A TEXAS CORPORATION
TR. # INSTRUMENT TITLE LAND DESCRIPTION DATE REC. BOOK ENTRY #
----- ---------------- ---------------- --------- ---- -------
335 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042459
BAYOU BLACK LOCATED IN SECTION 00, XXXXXXXX 00 XXXXX,
XXXXX 15 EAST AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
336 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042458
BAYOU BLACK LOCATED IN SECTION 00, XXXXXXXX 00 XXXXX,
XXXXX 15 EAST AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
337 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042457
& 338 BAYOU BLACK LOCATED IN SECTION 00, XXXXXXXX 00 XXXXX,
XXXXX 15 EAST AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
339 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042456
BAYOU BLACK SHOWN AND DESIGNATED AS TRACT SEVEN ON A
PLAT OF SURVEY ENTITLED "FINAL PLAT SURVEY OF LIVE OAK
ESTATES, LOCATED IN SECTION 81, T16S-R15E AND SECTION 30,
T17S-R15E, TERREBONNE PARRISH, LOUISIANA" AS MORE FULLY
DESCRIBED IN THIS INSTRUMENT.
340 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042455
BAYOU BLACK SHOWN AND DESIGNATED AS TRACT SIX ON A PLAT
OF SURVEY ENTITLED "FINAL PLAT SURVEY OF LIVE OAK ESTATES
LOCATED IN SECTION 81 T16S-R15E AND SECTION 30, T17S- R15E,
TERREBONNE PARRISH, LOUISIANA" AS MORE FULLY DESCRIBED IN
THIS INSTRUMENT.
342 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042454
BAYOU BLACK SHOWN AND DESIGNATED AS TRACTS THREE, FOUR
AND FIVE OF LIVE OAK ESTATES, LOCATED IN SECTION 81, T16S-
R15E AND SECTION 30, T17S-R15E AS MORE FULLY DESCRIBED IN
THIS INSTRUMENT.
Page 3 of 14
EXHIBIT C CONTINUED
TR. # INSTRUMENT TITLE DATED GRANTOR/LICENSOR GRANTEE/LICENSEE
----- ---------------- ----- ---------------- ----------------
343 SERVITUDE FOR PIPELINE 1/7/99 XXXXXX XXXXXX, JR. AND GEONET GATHERING, INC.,
XXXXX X. XXXXXX A TEXAS CORPORATION
344 SERVITUDE FOR PIPELINE 2/22/99 XXX X. XXXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
345, SERVITUDE FOR PIPELINE 1/22/99 BOB'S BAYOU BLACK MARINA, GEONET GATHERING, INC.,
346 & INC. A TEXAS CORPORATION
348
349 SERVITUDE FOR PIPELINE 12/8/98 XXXXXXX X. XXXXXXXX AND GEONET GATHERING, INC.,
XXXX X. XXXXXXXX A TEXAS CORPORATION
351 SERVITUDE FOR PIPELINE 11/16/98 XXXXXX X. XXXXXX, XX. GEONET GATHERING, INC.,
A TEXAS CORPORATION
352 SERVITUDE FOR PIPELINE 12/18/98 XXXXXX X. XXX, XX. AND GEONET GATHERING, INC.,
XXXXXXX XXX A TEXAS CORPORATION
353 SERVITUDE FOR PIPELINE 12/21/98 XXXXXX X. XXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
TR. # INSTRUMENT TITLE LAND DESCRIPTION DATE REC. BOOK ENTRY #
----- ---------------- ---------------- --------- ---- -------
343 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042453
BAYOU BLACK SHOWN AND DESIGNATED AS XXXXX 0 XX XXXX
XXX XXXXXXX LOCATED IN SECTION 81, T16S-R15E AND SECTION
30, T17S-R15E AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
344 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042452
BAYOU BLACK LOCATED IN SECTION 61, T16S-R14E AND
SECTION 72, T16S-R15E AS MORE FULLY DESCRIBED IN THIS
INSTRUMENT.
345, SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042451
346 & BAYOU BLACK LOCATED IN SECTION 30, T16S-R15E AS MORE
348 FULLY DESCRIBED IN THIS INSTRUMENT.
349 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042450
BAYOU BLACK LOCATED IN SECTION 81, T16S-R15E AS MORE
FULLY DESCRIBED IN THIS INSTRUMENT.
351 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042449
BAYOU BLACK LOCATED IN SECTION 81, T16S-R15E AS MORE
FULLY DESCRIBED IN THIS INSTRUMENT.
352 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042448
BAYOU BLACK LOCATED IN SECTION 81, T16S-R15E AS MORE
FULLY DESCRIBED IN THIS INSTRUMENT.
353 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042447
BAYOU BLACK LOCATED IN SECTION 81, T16S-R15E, BEING LOT
19 OF OAK FOREST PLANTATION AS MORE FULLY DESCRIBED IN THIS
INSTRUMENT.
Page 4 of 14
EXHIBIT C CONTINUED
TR. # INSTRUMENT TITLE DATED GRANTOR/LICENSOR GRANTEE/LICENSEE
----- ---------------- ----- ---------------- ----------------
354 SERVITUDE FOR PIPELINE 12/4/98 XXXXXXX X. XXXXXX AND GEONET GATHERING, INC.,
XXXXX XXXXXXXX XXXXXX A TEXAS CORPORATION
355 SERVITUDE FOR PIPELINE 12/10/98 XXXXX XXXXX XXXXX, ET AL GEONET GATHERING, INC.,
A TEXAS CORPORATION
356 SERVITUDE FOR PIPELINE 3/15/99 XXXXXXX X. XXXX AND GEONET GATHERING, INC.,
XXXX XXXXXX XXXX A TEXAS CORPORATION
357 SERVITUDE FOR PIPELINE 1/27/99 XXXXXXX XXXXX XXXXX, XX. GEONET GATHERING, INC.,
AND XXXXX XXXXXX XXXXX A TEXAS CORPORATION
358 SERVITUDE FOR PIPELINE 11/17/98 XXXXXX X. XXXXXXXX AND GEONET GATHERING, INC.,
XXXXXXX XXXXXX XXXXXXXX A TEXAS CORPORATION
359 SERVITUDE FOR PIPELINE 1/25/99 XXXXXX X. XXXXX AND XXXXXX GEONET GATHERING, INC.,
XXXX XXXXX A TEXAS CORPORATION
360 SERVITUDE FOR PIPELINE 11/4/98 XXXXX XXXXXX XXXXX, GEONET GATHERING, INC.,
INDIVIDUALLY AND AS CO-TRUSTEE A TEXAS CORPORATION
OF THE XXXXX XXXXX TRUST AND
THE XXXXXX XXXXX TRUST
AND XXXXX XXXXXXX, AS
CO-TRUSTEE OF THE XXXXX XXXXX
TRUST AND THE XXXXXX XXXXX
TRUST
TR. # INSTRUMENT TITLE LAND DESCRIPTION DATE REC. BOOK ENTRY #
----- ---------------- ---------------- --------- ---- -------
354 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042446
BAYOU BLACK LOCATED IN SECTION 81, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
355 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042445
BAYOU BLACK LOCATED IN SECTION 81, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
356 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042444
BAYOU BLACK LOCATED IN SECTION 81, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
357 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042443
BAYOU BLACK LOCATED IN SECTION 81, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
358 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042442
BAYOU BLACK LOCATED IN SECTIONS 80 AND/OR 81, T16S-
R15E AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
359 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042441
BAYOU BLACK LOCATED IN SECTIONS 80 AND/OR 81, T16S-
R15E AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
360 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042440
BAYOU BLACK LOCATED IN SECTIONS 80 AND/OR 81, T16S-
R15E AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
Page 5 of 14
EXHIBIT C CONTINUED
TR. # INSTRUMENT TITLE DATED GRANTOR/LICENSOR GRANTEE/LICENSEE
----- ---------------- ----- ---------------- ----------------
361 SERVITUDE FOR PIPELINE 11/5/98 XXXXXXX X. XXXXXXX AND GEONET GATHERING, INC.,
XXXX XXXXXX XXXXXXX A TEXAS CORPORATION
362 SERVITUDE FOR PIPELINE 11/5/98 XXXX X. XXXXXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
363 SERVITUDE FOR PIPELINE 1/22/99 XXXX X. XXXXXXX AND GEONET GATHERING, INC.,
XXXXXXXXX X. XXXXXXX A TEXAS CORPORATION
364, SERVITUDE FOR PIPELINE 10/26/98 XXXXXXXX X. XXXXXX, XXXX GEONET GATHERING, INC.,
365 & XXXXXX XXXXXX AND XXXX X. A TEXAS CORPORATION
366 XXXXXX
364, SERVITUDE FOR PIPELINE 10/26/98 XXXXXXX X. XXXXXX GEONET GATHERING, INC.,
365 &
366
367 SERVITUDE FOR PIPELINE 11/10/98 XXXXXXX X. XXXXXX AND GEONET GATHERING, INC.,
XXXXXX XXXXXX XXXXXX A TEXAS CORPORATION
TR. # INSTRUMENT TITLE LAND DESCRIPTION DATE REC. BOOK ENTRY #
----- ---------------- ---------------- --------- ---- -------
361 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042439
BAYOU BLACK IN SECTIONS 80 AND/OR 81, T16S-R15E
AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
362 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042438
BAYOU BLACK IN SECTIONS 80 AND/OR 81, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
363 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042437
BAYOU BLACK SHOWN AND DESIGNATED AS TRACT EIGHT ON A
PLAT OF SURVEY ENTITLED "FINAL PLAT SURVEY OF OAK FOREST
PLANTATION ESTATES LOCATED IN SECTIONS 80 & 81, T16S-R15E
AND SECTIONS 30 & 31, T17S-R15E, TERREBONNE PARISH,
LOUISIANA" AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
364, SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042436
365 & BAYOU BLACK LOCATED IN SECTION 81, T16S-R15E AS MORE FULLY
366 DESCRIBED IN THIS INSTRUMENT.
364, SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042435
365 & BAYOU BLACK LOCATED IN SECTION 81, T16S-R15E AS MORE
366 FULLY DESCRIBED IN THIS INSTRUMENT.
367 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042434
BAYOU BLACK SHOWN AND DESIGNATED AS TRACT THREE ON
A PLAT OF SURVEY ENTITLED "FINAL PLAT SURVEY OF OAK FOREST
PLANTATION ESTATES LOCATED IN SECTION 80, T16S-R15E AND
SECTIONS 30 & 31, T17S-R15E, TERREBONNE PARISH,
LOUISIANA" AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
Page 6 of 14
EXHIBIT C CONTINUED
TR. # INSTRUMENT TITLE DATED GRANTOR/LICENSOR GRANTEE/LICENSEE
----- ---------------- ----- ---------------- ----------------
368 SERVITUDE FOR PIPELINE 2/12/99 XXXXXX X. XXXXXX AND GEONET GATHERING, INC.,
XXXXXXX XXXXXXX LAGARD A TEXAS CORPORATION
369 SERVITUDE FOR PIPELINE 11/2/98 XXXXX X. XXXXX AND GEONET GATHERING, INC.,
XXXXXXXXX XXXXX TYLER A TEXAS CORPORATION
370 SERVITUDE FOR PIPELINE 2/8/99 XXXXXXXX XXXXXX AND GEONET GATHERING, INC.,
XXXXXXXX XXXXXXXXX XXXXXX A TEXAS CORPORATION
371 SERVITUDE FOR PIPELINE 2/4/99 XXXXX XXXXXXX TRAINER, GEONET GATHERING, INC.,
EXECUTRIX AND A TEXAS CORPORATION
AS A REPRESENTATIVE OF THE
SUCCESSION OF XXXXX X. TRAINER
371-B SERVITUDE FOR PIPELINE 11/4/98 XXXXX XXXX XXXXXXXXX AND GEONET GATHERING, INC.,
XXXXXXX X. XXXXXXXXX A TEXAS CORPORATION
373 SERVITUDE FOR PIPELINE 10/5/98 XXXX XXXXXXXX XXXXX AND GEONET GATHERING, INC.,
XXXXX XXXX XXXXX XXXXXXX A TEXAS CORPORATION
TR. # INSTRUMENT TITLE LAND DESCRIPTION DATE REC. BOOK ENTRY #
----- ---------------- ---------------- --------- ---- -------
368 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 2/12/99 1637 1039665
BAYOU BLACK SHOWN AND DESIGNATED AS TRACT TWO ON A
A PLAT OF SURVEY ENTITLED "FINAL PLAT SURVEY OF OAK
FOREST PLANTATION ESTATES, LOCATED IN SECTION
80, T16S-R15E AND SECTIONS 30 & 31, T17S-R15E,
TERREBONNE PARISH, LOUISIANA" AS MORE FULLY DESCRIBED
IN THIS INSTRUMENT.
369 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042433
BAYOU BLACK SHOWN AND DESIGNATED AS TRACT ONE ON A
PLAT OF SURVEY ENTITLED "FINAL PLAT SURVEY OF OAK FOREST
PLANTATION ESTATES, LOCATED IN SECTION 80, T16S-R15E AND
SECTIONS 30 & 31, T17S-R15E, TERREBONNE PARISH, LOUISIANA" AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
370 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042432
BAYOU BLACK IN SECTION 80, T16S-R15E AS MORE FULLY
DESCRIBED IN THIS INSTRUMENT.
371 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042431
BAYOU BLACK IN SECTION 80, T16S-R15E AS MORE FULLY
DESCRIBED IN THIS INSTRUMENT.
371-B SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042430
BAYOU BLACK IN SECTION 80, T16S-R15E AS MORE FULLY
DESCRIBED IN THIS INSTRUMENT.
373 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042429
BAYOU BLACK IN SECTION 80, T16S-R15E AS MORE FULLY
DESCRIBED IN THIS INSTRUMENT.
Page 7 of 14
EXHIBIT C CONTINUED
TR. # INSTRUMENT TITLE DATED GRANTOR/LICENSOR GRANTEE/LICENSEE
----- ---------------- ----- ---------------- ----------------
374 SERVITUDE FOR PIPELINE 1/28/99 XXXXX X. XXXXXX AND GEONET GATHERING, INC.,
XXX X. XXX XXXXXX A TEXAS CORPORATION
375 SERVITUDE FOR PIPELINE 1/29/99 XXXXX X. XXXXXX AND GEONET GATHERING, INC.,
XXXXXXX XXXXXXXXX XXXXXX A TEXAS CORPORATION
376 SERVITUDE FOR PIPELINE 1/29/99 XXXXXX XXXXXX XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
377 SERVITUDE FOR PIPELINE 1/11/99 XXXX X. XXXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
379-B SERVITUDE FOR PIPELINE 1/19/99 XXXXXXX X. XXXX AND GEONET GATHERING, INC.,
XXXXX XXXXXX XXXX A TEXAS CORPORATION
381 SERVITUDE FOR PIPELINE 11/17/98 TERREBONNE PARISH GEONET GATHERING, INC.,
RECREATION DISTRICT NO. 8 A TEXAS CORPORATION
382 SERVITUDE FOR PIPELINE 1/15/99 XXXXX X. XXXXXX, XX. AND GEONET GATHERING, INC.,
XXXXXX X. XXXXXX A TEXAS CORPORATION
383 SERVITUDE FOR PIPELINE 1/19/99 XXXXXX X. XXXXXXXX, XX. GEONET GATHERING, INC.,
A TEXAS CORPORATION
TR. # INSTRUMENT TITLE LAND DESCRIPTION DATE REC. BOOK ENTRY #
----- ---------------- ---------------- --------- ---- -------
374 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042428
BAYOU BLACK IN SECTIONS 79 AND/OR 80, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
375 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042427
BAYOU BLACK IN SECTION 79, T16S-R15E AS MORE FULLY
DESCRIBED IN THIS INSTRUMENT.
376 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042425
BAYOU BLACK IN SECTION 78 AND/OR 79, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
377 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042424
BAYOU BLACK IN SECTION 78 AND/OR 79, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
379-B SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042423
BAYOU BLACK IN SECTION 78 AND/OR 79, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
381 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042422
BAYOU BLACK IN SECTION 78, T16S-R15E AS MORE FULLY
DESCRIBED IN THIS INSTRUMENT.
382 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042421
BAYOU BLACK IN SECTION 78, T16S-R15E AS MORE FULLY
DESCRIBED IN THIS INSTRUMENT.
383 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042426
BAYOU BLACK IN SECTION 79, T16S-R15E AS MORE FULLY
DESCRIBED IN THIS INSTRUMENT.
Page 8 of 14
EXHIBIT C CONTINUED
TR. # INSTRUMENT TITLE DATED GRANTOR/LICENSOR GRANTEE/LICENSEE
----- ---------------- ----- ---------------- ----------------
384 SERVITUDE OF USE 12/18/98 IP PETROLEUM COMPANY, GEONET GATHERING, INC.
FOR PIPELINE INC., A DELAWARE
CORPORATION
384 SERVITUDE FOR PIPELINE 10/19/98 XXXXXX X. XXXXXX, ET AL GEONET GATHERING, INC.,
A TEXAS CORPORATION
384 SERVITUDE FOR PIPELINE 10/5/98 XXXXXX XXXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
384 SERVITUDE FOR PIPELINE 10/27/98 XXX XXX XXXXXXX AND GEONET GATHERING, INC.,
XXXXXXX XXXX XXXXXXX, XX. A TEXAS CORPORATION
384 SERVITUDE FOR PIPELINE 10/28/98 AD VAL, INC. GEONET GATHERING, INC.,
A TEXAS CORPORATION
384 SERVITUDE FOR PIPELINE 10/14/98 XXXX X. XXXXXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
384 SERVITUDE FOR PIPELINE 12/10/98 XXXXXXX XXX XXXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 11/30/98 XXXX X. XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
TR. # INSTRUMENT TITLE LAND DESCRIPTION DATE REC. BOOK ENTRY #
----- ---------------- ---------------- --------- ---- -------
384 SERVITUDE OF USE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042420
FOR PIPELINE BAYOU BLACK IN SECTIONS 76, 77 AND 78, T16S-R15E
AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
384 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042419
BAYOU BLACK IN SECTIONS 76, 77 AND 78, T16S-R15E
AS MORE FULLY DESCRIBED IN THIS INSTRUMENT.
384 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042418
BAYOU BLACK IN SECTIONS 76, 77 AND 78, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
384 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042417
BAYOU BLACK IN SECTIONS 76, 77 AND 78, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
384 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042416
BAYOU BLACK IN SECTIONS 76, 77 AND 78, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
384 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042415
BAYOU BLACK IN SECTIONS 76, 77 AND 78, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
384 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042414
BAYOU BLACK IN SECTIONS 76, 77 AND 78, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042388
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
Page 9 of 14
EXHIBIT C CONTINUED
TR. # INSTRUMENT TITLE DATED GRANTOR/LICENSOR GRANTEE/LICENSEE
----- ---------------- ----- ---------------- ----------------
387 SERVITUDE FOR PIPELINE 11/23/98 XXXXXXX X. XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 2/24/99 XXXXX X. XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 2/24/99 XXXXX X. XXXXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 2/24/99 XXXX XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 2/19/99 XXXXXXX XXXXXXXX XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 2/9/99 XXXXXXX XXXXXX XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 2/6/99 XXXXX XXXXXX XXXXXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 1/18/99 XXXXXXX X. XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
TR. # INSTRUMENT TITLE LAND DESCRIPTION DATE REC. BOOK ENTRY #
----- ---------------- ---------------- --------- ---- -------
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042387
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042413
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042412
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042411
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042410
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042409
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042408
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042407
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
Page 10 of 14
EXHIBIT C CONTINUED
TR. # INSTRUMENT TITLE DATED GRANTOR/LICENSOR GRANTEE/LICENSEE
----- ---------------- ----- ---------------- ----------------
387 SERVITUDE FOR PIPELINE 1/25/99 XXX X. XXXXX, GEONET GATHERING, INC.,
USUFRUCTUARY AND A TEXAS CORPORATION
XXXX XXXXXXXXX XXXXX
387 SERVITUDE FOR PIPELINE 1/26/99 XXXXXX XXXXXX XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 1/23/99 XXXXX X. XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 1/20/99 XXXXXX X. XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 1/22/99 XXXXXXXX X. XXXXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 1/15/99 XXXXX XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 1/13/99 XXXXXX XXXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
387 SERVITUDE FOR PIPELINE 1/14/99 XXXX X. XXXXX GEONET GATHERING, INC.,
A TEXAS CORPORATION
TR. # INSTRUMENT TITLE LAND DESCRIPTION DATE REC. BOOK ENTRY #
----- ---------------- ---------------- --------- ---- -------
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042406
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042405
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042404
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042403
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042402
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042401
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042400
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
387 SERVITUDE FOR PIPELINE A CERTAIN TRACT OF LAND ON THE LEFT DESCENDING BANK OF 3/26/99 1642 1042399
BAYOU BLACK IN SECTIONS 75 AND 76, T16S-R15E AS
MORE FULLY DESCRIBED IN THIS INSTRUMENT.
EXHIBIT D
[Assigned Permits Description]
NAME OF PERMIT ASSIGNABILITY
-------------- -------------
1. Spill Prevention Control/Spill Prevention Assignable
Control and Countermeasure Plan
2. Oil Transfer Manual Assignable
3. Facility Response Plan Assignable
4. Air Permit Assignable
