Contract
EXHIBIT 10.6
ASSIGNMENT, ASSUMPTION, AND INDEMNITY AGREEMENT dated as of December 31, 2002 (this "Agreement"), between ▇▇▇▇-▇▇▇▇▇ Chemical Worldwide LLC, a Delaware limited liability company ("Assignor"), and ▇▇▇▇-▇▇▇▇▇ Oil & Gas Corporation, a Delaware corporation ("Assignee").
WHEREAS, as a result of various mergers, acquisitions, internal asset transfers and corporate reorganizations, Assignor may have primary, secondary or residual liabilities and obligations arising out of the oil and gas exploration, production and development business currently conducted by Assignee (the "E&P Business");
WHEREAS, Assignor desires to assign and Assignee desires to assume those liabilities and obligations that arise out of the E&P Business; and
WHEREAS, in connection with the foregoing, each of Assignor and Assignee has received good and valuable consideration, the sufficiency of which is hereby acknowledged;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and undertakings contained herein, and subject to and on the terms and conditions herein set forth, the parties hereto agree as follows:
SECTION 1. Assignment. (a) Subject to paragraphs (b) and (c) below, Assignor hereby irrevocably transfers, conveys, assigns and delivers to Assignee all of the obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, absolute or contingent and whether due or to become due, arising out of the E&P Business, other than those liabilities and obligations that have been assumed by another party prior to the date hereof (the obligations, liabilities and commitments described above being hereinafter referred to, collectively, as the "Assumed Liabilities"). For the avoidance of doubt, the Assumed Liabilities shall include (i) the matters identified on Schedule 1 hereto and (ii) all obligations, liabilities and commitments of Oryx Energy Company ("Oryx") or any of its Affiliates immediately prior to the effective time of Oryx's merger with ▇▇▇▇-▇▇▇▇▇ Corporation, which later came to be known as ▇▇▇▇-▇▇▇▇▇ Operating Corporation and was subsequently merged into Assignor. For the avoidance of doubt, it is understood and agreed that the E&P Business does not include the contract drilling business or the crude oil and associated feed stock refining and petroleum product manufacturing and marketing businesses previously conducted by Assignor, its Affiliates or predecessors. For the avoidance of doubt, the "contract drilling business" shall mean the contract drilling operations and activities conducted by Assignor, its Affiliates or predecessors as an offshore drilling contractor, including, without limitation, the activities of Transworld Drilling Company, Transworld Perfuracoes Maritimas Limitada, Transworld Drilling Company (Nigeria) Limited, Transocean Drilling Company, Limited, and affiliated companies of each that performed the services of an offshore drilling contractor. For the avoidance of doubt the "refining and petroleum product manufacturing and marketing businesses" shall include the refining, manufacturing and marketing activities and operations conducted by Assignor, its Affiliates or predecessors, including, without limitation, ▇▇▇▇-▇▇▇▇▇ Refining Corporation and affiliated companies, Southwestern Refining Company, Inc. and affiliated companies, Triangle Refineries, Inc. and affiliated companies, Cato Oil & Grease Company and affiliated companies, Triple S, Inc. and affiliated companies, and including, without limitation, the activities and operations conducted at the facilities known as the Dubach, Louisiana, and ▇▇▇▇▇▇▇, Louisiana processing plants. In addition, Assignor hereby irrevocably transfers and assigns to Assignee all of its right, title and interest in and to and all of its obligations and liabilities under any and all insurance policies covering the Assumed Liabilities, to the extent the asserted coverage relates to the Assumed Liabilities (the "Insurance Rights").
(b) Notwithstanding
the foregoing and except with regard to the E&P Business to the extent provided above, it is understood and agreed that Assignee has not assumed and
shall not hereby assume any obligations, liabilities or commitments of any nature of Assignor arising out of or incurred in connection with any businesses, operations, assets, or properties currently
or previously conducted or owned by Assignor, its Affiliates or predecessors (such obligations, liabilities and
commitments, regardless of their nature, and whether known or unknown, express or implied, absolute or contingent and whether due or to become due, are hereinafter referred to as the "Retained
Liabilities").
(c) To the extent that any of the Assumed Liabilities shall as a matter of law be incapable of being transferred, conveyed or assigned hereunder, this Agreement shall not constitute a transfer, conveyance or assignment thereof, and to the extent that the transfer, conveyance or assignment of any Assumed Liabilities hereunder shall require the consent of any person not a party to this Agreement or any governmental entity, this Agreement shall not constitute a transfer, conveyance or assignment of such Assumed Liabilities (unless and until such consent is obtained); provided, however, that upon receipt of such consent with respect to such Assumed Liability this Agreement shall automatically, and without requiring any further action of Assignor or Assignee, constitute a transfer, conveyance and assignment thereof as of the date of such receipt. Assignor agrees to use commercially reasonable efforts to obtain promptly any such consent.
SECTION 2. Assumption. Assignee hereby accepts the transfer, conveyance, assignment and delivery of all of the Assumed Liabilities and assumes and agrees to pay, perform and discharge the Assumed Liabilities, as and when due. In addition, Assignee hereby accepts the transfer, conveyance and assignment of the Insurance Rights and assumes all obligations and liabilities thereunder.
SECTION 3. Reciprocal Indemnification. Assignee hereby agrees to defend, indemnify and hold Assignor and each of its subsidiaries harmless from, against and in respect of any and all actual losses, liabilities, damages, judgments, settlements and expenses (including reasonable attorneys fees) incurred by Assignor that relate to or arise out of the Assumed Liabilities. Assignor hereby agrees to defend, indemnify and hold each of Assignee, KM Investment Corporation, ▇▇▇▇-▇▇▇▇▇ Worldwide Corporation and ▇▇▇▇-▇▇▇▇▇ Corporation and each of their respective subsidiaries (other than Assignor and its subsidiaries) harmless from, against and in respect of any and all actual losses, liabilities, damages, judgments, settlements and expenses (including reasonable attorneys fees) incurred by Assignee that relate to or arise out of the Retained Liabilities. Each party hereto shall give the other prompt written notice of any third party claim that may give rise to an indemnity obligation hereunder, together with the estimated amount of such claim. The indemnifying party under this Section 3 shall have the right to assume the defense of any such third party claim by so notifying the party entitled to indemnification within 60 days of receipt of written notice of such third party claim, unless the claim seeks injunctive relief or defenses are available to the party entitled to indemnification that are no available to the indemnifying party.
SECTION 4. Effective Time. The assignment by Assignor, and the assumption thereof by Assignee, of the Liabilities shall be effective as of the date hereof.
SECTION 6. Successors. This agreement shall be binding upon and inure to the benefit of, the parties hereto and their respective successors and assigns.
SECTION 7. Amendment. This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the parties hereto. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
SECTION 8. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the parties hereunder shall be governed by, the laws of the State of Delaware without reference to its principles of conflicts of law.
SECTION 9. Severability. If any one or more provisions contained in this Agreement, or the application of such provision to any Assumed Liability or Retained Liability shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof or the application hereof to any other Assumed Liability or Retained Liability.
SECTION 10. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument and shall become a binding Agreement when a counterpart has been signed by both of the parties and delivered to the other party.
SECTION 11. Definitions. For the purposes of this Agreement, an "Affiliate" of a person means any other person who directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person. For the purposes of the forgoing definition, "control" means the direct or indirect possession of the power to elect at least a majority of the Board of Directors or other governing body of such person through the ownership of voting securities, ownership of partnership interests, by contract or otherwise or, if no such governing body exists, the direct or indirect ownership of 50% or more of the equity interest of a person.
* * * signature page follows * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized effective as of the date first above written.
| ▇▇▇▇-▇▇▇▇▇ Chemical Worldwide LLC, as Assignor |
|||
By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ |
||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: | Vice President and Assistant Secretary | ||
▇▇▇▇-▇▇▇▇▇ Oil & Gas Corporation, as Assignee |
|||
By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Title: | Senior Vice President and Secretary | ||
SCHEDULE 1
Non-litigation Liabilities (parenthesis indicate common name for liability, if one exists)
| 1. | Remediation and cleanup of former gas plant near Akron, Michigan (Akron) | |
| 2. | Plug and abandon of oil and gas ▇▇▇▇▇ in LaFourche Parish, Louisiana (Bayou Ferblanc) | |
| 3. | Site cleanup at former gas compressor station in Grant County, Oklahoma (▇▇▇▇▇▇▇ Compressor) | |
| 4. | Pipeline removal from former oil field in Bossier and ▇▇▇▇▇▇▇ Parishes, Louisiana (Bodcau) | |
| 5. | Remediation of former gas plant in Arcadia Parish, Louisiana (Branch) | |
| 6. | Plug and abandon oil and gas ▇▇▇▇▇ in the Province of Alberta, Canada | |
| 7. | EPA Superfund landfill and disposal of drilling mud in Casmalia, Santa ▇▇▇▇▇▇▇ County, California (Casmalia) | |
| 8. | Remediation of salt water breakout at oil field in ▇▇▇▇▇▇▇▇ County, Texas (CBU Breakout well) | |
| 9. | Remediation of oil field pits in LaFourche Parish, Louisiana (DS&B Battery) | |
| 10. | Remediation of former gas plant in ▇▇▇▇▇▇ County, Texas (Diamond M) | |
| 11. | Plug and abandon oil and gas well in LaFourche Parish, Louisiana (Dodge et al) | |
| 12. | Well site cleanup near Earlsboro, Oklahoma (Earlsboro) | |
| 13. | Saltwater contamination at oil and gas field near Felda, Florida (Felda) | |
| 14. | Saltwater contamination at oil/gas field near Fittstown, Oklahoma (Fittstown Breakout (Mid ▇▇▇▇▇)) | |
| 15. | Remediation and cleanup of former gas plant near Cushing, Oklahoma (Happy Valley) | |
| 16. | Plug and abandon oil and gas well in ▇▇▇▇▇▇▇▇▇▇ Parish, Louisiana (▇▇▇▇▇ ▇▇▇▇▇▇) | |
| 17. | Remediation of joint venture gas plant near Carlsbad, New Mexico (Indian Basin) | |
| 18. | Remediation and cleanup of former gas plant near ▇▇▇▇▇▇▇, Texas (▇▇▇▇▇▇▇) | |
| 19. | Well site restoration near Conroe, Texas (▇▇▇▇▇ Lease) | |
| 20. | Pipeyard cleanup in St. ▇▇▇▇ ▇▇▇▇▇▇, Louisiana (Louisiana NORM) | |
| 21. | Saltwater contamination at oil and gas field in St. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana (Lake LaRose) | |
| 22. | Remediation of joint venture gas plant near Laverne, Oklahoma (Laverne) | |
| 23. | Plug and abandon oil well in LaFourche Parish, Louisiana (Louisiana Fur) | |
| 24. | Plug and abandon oil well in ▇▇▇▇▇▇ County, Oklahoma (Lucy #3) | |
| 25. | PRP in landfill used for mud disposal near Cankton, Louisiana (Mar Disposal Project) | |
| 26. | Plug and abandon oil well in Clare County, Michigan (▇▇▇▇▇▇▇ No. 1) | |
| 27. | Plug and abandon saltwater disposal well near Moore, Oklahoma (Moore Salt Water) | |
| 28. | Pipeyard cleanup for joint venture in Morgan City, Louisiana (Nexen NORM) | |
| 29. | EPA Superfund landfill / disposal of drilling mud in Monterey Park, Los Angeles County, California (Operating Industries Inc.) | |
| 30. | Plug and abandon oil well in St. ▇▇▇▇ ▇▇▇▇▇▇, Louisiana (▇▇▇▇▇ Lake Well #6) | |
| 31. | Remediation and cleanup of oil field in Los Angeles County, California (Rancho San Francisco (Newhall)) | |
| 32. | Oil seep (responsibility undetermined) near Ranger, Texas (Ranger) | |
| 33. | Remediation and cleanup of former oil field in Santa Maria, California (Santa ▇▇▇▇▇) | |
| 34. | Pipeyard cleanup in ▇▇▇▇▇▇▇▇ County, Texas (Seabreeze NORM) | |
| 35. | Remediation and cleanup of former gas plant in Bay County, Michigan (▇▇▇▇▇▇▇) | |
| 36. | Pipeyard and production yard cleanup in Sunray, Texas (Sunray) | |
| 37. | Remediation and cleanup of former gas plant in ▇▇▇ ▇▇▇▇▇ County, Texas (▇▇▇▇▇ Peak Gas Plant) | |
| 38. | Saltwater disposal well cleanup in ▇▇▇▇▇▇ County, Oklahoma (▇▇▇▇▇▇ #1) | |
| 39. | Remediation and cleanup of former gas plant near Wakita, Oklahoma (Wakita) | |
| 40. | Remediation and cleanup of former gas plant in ▇▇▇▇▇ County, Texas (Westlake/Vena Madre) | |
| 41. | Remediation and cleanup of former gas plant in Grant County, Oklahoma (▇▇▇▇▇▇▇▇ Compressor) | |
| 42. | Liabilities, if any, related to gas processing plant in ▇▇▇▇ County, Texas (Pampa) | |
| 43. | Liabilities, if any, related to gas processing plant in St. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana (Bayou ▇▇▇▇▇ ▇▇▇▇▇) | |
| 44. | Liabilities, if any, related to gas processing plant in ▇▇▇▇▇▇▇▇ County, Oklahoma (Excel Pipeline Co.) | |
| 45. | Liabilities, if any, related to gas processing plant in ▇▇▇▇▇▇▇▇ County, Texas (Hobart Ranch) | |
| 46. | Liabilities, if any, related to gas processing plant in ▇▇▇▇▇ County, Texas (Chapel Hill) | |
| 47. | Liabilities, if any, related to gas processing plant in Amite County, Mississippi (McComb) | |
| 48. | Liabilities, if any, related to gas processing plant in ▇▇▇▇▇▇▇▇ County, Oklahoma (▇▇▇▇▇▇) | |
| 49. | Liabilities, if any, related to gas processing plant in ▇▇▇▇▇▇ County, Oklahoma (Maysville) | |
| 50. | Liabilities, if any, related to gas processing plant in Beaver County, Oklahoma (Camrick) | |
| 51. | Liabilities, if any, related to gas processing plant in Fremont County, Wyoming (Beaver Creek) | |
| 52. | Liabilities, if any, related to gas processing plant in Beaver County, Oklahoma (Beaver County) | |
| 53. | Liabilities, if any, related to gas processing plant in Terrebonne Parish, Louisiana (Terrebonne) | |
| 54. | Liabilities, if any, related to gas processing plant in Eddy County, New Mexico (Indian Basin) | |
| 55. | Liabilities, if any, related to gas processing plant in ▇▇▇▇▇▇ County, Oklahoma (Okeene) | |
| 56. | Liabilities, if any, related to gas processing plant in Santa ▇▇▇▇ County, Lorida (▇▇▇) | |
| 57. | Liabilities, if any, related to gas processing plant in ▇▇▇▇▇▇▇▇ County, Texas (Ozona) | |
| 58. | Liabilities, if any, related to gas processing plant in Nueces County, Texas (Javelina) | |
| 59. | Liabilities, if any, related to gas processing plant in ▇▇▇▇▇▇ County, Texas (Snyder) | |
| 60. | Liabilities, if any, related to gas processing plant in ▇▇▇▇▇, Texas | |
| 61. | Liabilities, if any, related to gas processing plant in ▇▇▇▇▇▇, Wyoming | |
| 62. | Liabilities, if any, related to the Milfay gas processing plant | |
| 63. | Liabilities, if any, related to the Boxcar Butte gas processing plant | |
| 64. | Liabilities, if any, related to the Helium Plant gas processing plant | |
| 65. | Liabilities, if any, related to the Nueces River gas processing plant |
Litigation (▇▇▇▇-▇▇▇▇▇ Shared Services LLC Case Track numbers denoted "CT")
| Casmalia, California Disposal Site Dispute | ||||
1. |
Dispute between group of potentially responsible parties and insurers. Parties entered into a tolling agreement, which will expire in 2006. |
CT 2000-00027 |
||
Louisiana NORM Cases |
||||
1. |
▇▇▇▇▇▇ et ▇▇ ▇. Exxon et al |
CT 2003-00358 |
||
| 2. | ▇▇▇▇▇▇▇ et al. v. Shell et al | CT 2004-00591 | ||
| 3. | ▇▇▇▇▇▇▇▇▇ et al. v. Chevron et al | CT 2004-00375 | ||
| 4. | LePetit Chateau Delux v. Great Southern et al | CT 2004-00390 | ||
| 5. | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇-▇▇▇▇▇ Chemical et al | CT 2004-00591 | ||
| 6. | Bulliard ▇. ▇▇▇▇-▇▇▇▇▇ Chemical Worldwide LLC | CT 2005-00906 | ||
| 7. | Sterling Sugars v. BP et al | CT 2005-00048 | ||
Oklahoma Corporation Commission |
||||
1. |
Proceeding in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ |
▇▇ ▇▇-▇▇-▇▇▇ |
||
| 2. | Proceeding in Grant County, Oklahoma re: Wakita Gas Plant | CT NL-99-025 | ||
Rancho San Francisco (Newhall |
||||
1. |
Newhall Land and Farming ▇. ▇▇▇▇-▇▇▇▇▇ et al |
CT 2001-00083 |
||
Santa Maria, California Disputes |
||||
1. |
Aiken v. Unocal Corp. et al |
CT 2004-00646 |
||
| 2. | ▇▇▇▇▇ ▇. ▇▇▇▇-▇▇▇▇▇ Operating Corp. (Notice to file suit under RCRA) | CT 2004-00835 | ||
| 3. | ▇▇▇▇▇ v. Unocal Corp. et al | CT 2004-00648 | ||
| 4. | King v. Unocal et al | CT 2005-00124 | ||
| 5. | ▇▇▇▇▇▇ ▇. Unocal Corp. et al | CT 2004-00941 | ||
| 6. | ▇▇▇▇▇▇▇▇▇ v. Unocal Corp. et al | CT 2004-00645 | ||
| 7. | Rombouts v. Unocal Corp et al | CT 2005-00123 | ||
| 8. | ▇▇▇▇▇▇ v. Unocal Corp. et al | CT 2004-00647 | ||
| 9. | Story v. Unocal Corp. et al | CT 2004-00644 | ||
| 10. | ▇▇▇▇▇▇▇ v. Unocal Corp. et al | CT 2004-00643 | ||