EXHIBIT 10.44
AGREEMENT
THIS AGREEMENT is entered into this 14th day of May, 1996, by and among
Anbay, Ltd., a Colorado corporation ("Anbay"), as successor to Xxxxxxx Oil and
Gas LLC, a Colorado limited liability company ("FOG"), X'Xxxx Resources
Corporation, a Colorado corporation ("ORC"), Gunsmoke Gas Processing Company, a
Colorado corporation ("GGPC"), Tipperary Corporation, a Texas corporation
("Tipperary"), and Milmac Operating Company, an Oklahoma corporation ("Milmac").
All of the foregoing entities shall hereafter be referred to as the "Parties,"
provided, however, that references to the Parties shall include FOG and shall
not include Anbay only with respect to actions taken before Anbay became FOG's
assignee, as set forth below. References to FOG mean FOG as Anbay's predecessor
in interest.
RECITALS
A. The Parties entered into certain contractual and business
relationships with the intent of constructing and operating a natural gas
liquids fractionating plant (the "Plant") in Monroe County, Alabama, and entered
into various agreements incident thereto (the foregoing contractual and business
relationships, the Plant, and activities incident thereto shall be collectively
hereafter referred to as the "Project"), and the following agreements, executed
at the commencement of the Project, are pertinent to this Agreement:
- TURNKEY AGREEMENT dated August 9, 1994 among Frisco City
Fractionating L.L.C., a Utah limited liability company ("FCF"),
Xxxxxxxx Refining Company, a Texas corporation ("HRC"), FOG, ORC, GGPC
and Gunsmoke Production Company, a Colorado corporation ("GPC");
- AMENDMENT TO TURNKEY AGREEMENT dated September 9, 1994 among FCF,
HRC, FOG, ORC, GPC, GGPC, Tipperary and Milmac (the Turnkey Agreement
and the Amendment to Turnkey Agreement shall hereafter together be
referred to as the "Turnkey Agreement"); and
- OPERATING AGREEMENT OF FRISCO CITY FRACTIONATING L.L.C. dated
August 19, 1994 (the "FCF Agreement") among FOG, ORC, GGPC, Tipperary
and Milmac.
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the foregoing agreements.
B. In connection with the Parties' desire to address certain issues and
define and agree to their respective rights and obligations in connection with
the Project, the following are also pertinent to this Agreement:
- MEMORANDUM OF UNDERSTANDING dated September 18, 1995 (the "MOU")
signed by FOG, ORC, GGPC, Tipperary and Milmac.
- AGREEMENT FOR SALE OF MEMBERSHIP INTEREST dated November 14, 1995 (the
"Sale Agreement") between Tipperary and HRC.
- AGREEMENT FOR TERMINATION AND ASSIGNMENT OF AGREEMENTS AND LIMITED
MUTUAL RELEASES dated November 20, 1995 (the "Termination and Release
Agreement") among FCF, D-GAS, L.L.C., an Alabama limited liability company
("D-GAS"), HRC, FOG, ORC, GGPC, Tipperary and Milmac.
C. GPC and FOG have assigned all of their interests in any and all of the
foregoing agreements and in the Project to GGPC and Anbay, respectively.
D. Pursuant to the Sale Agreement, Tipperary purchased and HRC, a Member
of D-GAS, sold and transferred (the "HRC Sale") HRC's entire interest in D-GAS
(the "HRC Interest"). The HRC Sale closed on February 13, 1996.
E. The Termination and Release Agreement provided that, at the time of
the closing of the HRC Sale, without further action by the parties thereto,
certain agreements relating to the project, including the Turnkey Agreement,
would be terminated except for provisions which would survive such termination
(and the Parties have agreed, as provided below, that only certain security
interest provisions shall survive, and all other terms and provisions of the
such agreements shall expire with no further liability to any party).
Notwithstanding any other agreement of the parties, it is expressly understood
and agreed that the security interests provided for in Section 4 of this
Agreement shall remain in effect. Pursuant to request by Anbay, ORC and
Gunsmoke, the final, executed counterparts of the Termination and Release
Agreement are presently being retained by Tipperary.
F. The Parties wish to further define and agree to their respective
rights and obligations in connection with the Project.
AGREEMENT
In consideration of the mutual covenants and agreements set forth herein,
the Parties agree as follows.
1. FUNDING OF PROJECT.
(a) Tipperary and Milmac acknowledge, concerning the $1,275,000
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"turnkey" price, for which they are obligated in the FCF Agreement, that
$127,500 of this has not been paid. Anbay, FOG, ORC, GGPC and Tipperary (on
behalf of HRC) have advanced said $127,500 of construction costs, with Tipperary
paying 40% of this amount on behalf of HRC and each of Anbay (or FOG as Anbay's
predecessor), ORC and GGPC paying 20% of this amount. Tipperary and Milmac, in
proportion to their relative obligations (90% for Tipperary and 10% for Milmac)
hereby agree to pay directly to each of Anbay, ORC and GGPC their respective 20%
shares ($25,500 each) of the $127,500 upon the execution of this Agreement,
subject, however, to Section 3 below. With respect to the amounts advanced by
Tipperary on behalf of HRC, as to which Milmac is obligated to contribute,
Milmac acknowledges that the amount of $5,100 is due and payable, and Milmac
agrees to pay said $5,100 directly to Tipperary within 10 days after the
execution of this Agreement.
(b) The Parties acknowledge that Tipperary has advanced substantial
funds pursuant to cash calls from D-GAS for FCF construction cost overruns (the
"Construction Cost Overruns") incurred by the Project. The Parties agree that
Construction Cost Overruns, for purposes of this Agreement, are defined and
calculated as follows: (i) Total costs and expenses from the inception of the
Project through and including February 29, 1996, incurred and capitalized
("Total Construction Costs") in accordance with Generally Accepted Accounting
Principles ("GAAP") shall be determined; (ii) FCF's share (the "FCF
Construction Costs") of Total Construction Costs shall be determined; and (iii)
the amount by which FCF Construction Costs exceed $1,275,000 shall be
Construction Cost Overruns, as such term is used in this Agreement. The Parties
acknowledge that portions of Construction Cost Overruns were included in amounts
paid by FCF Members pursuant to cash calls of D-GAS to date, but such amounts
paid pursuant to such cash calls were used for payment of D-GAS operating
expenses as well.
(1) The Parties acknowledge that, for all cash calls issued on
or after September 1, 1995 and thereafter, Tipperary advanced the funds for the
Construction Cost Overruns, including 60% (the "60% Share") of such Construction
Cost Overruns which Anbay, ORC and GGPC would otherwise together have been
required to pay pursuant to Sections 3.2(b) and 3.2(c) of the FCF Agreement and
the Turnkey Agreement. The Parties also acknowledge that 40% of the
Construction Cost Overruns, pursuant to the Turnkey Agreement, were to have been
paid by HRC, and that Tipperary advanced the funds for HRC's 40% share (the "40%
Share") of such Construction Cost Overruns, beginning with the June 14, 1995
cash call. The Parties agree that Anbay, ORC and GGPC shall not be required to
reimburse Tipperary for the 40% Share.
(2) The 40% Share shall consist of 40% of the total Construction
Cost Overruns. The 60% Share shall consist of 60% of the total Construction
Cost Overruns incurred, in accordance with GAAP, from September 1, 1995 through
February 29, 1996, inclusive.
(3) Tipperary agrees to fund the 40% Share, and the 40% Share
shall be considered a capital contribution to FCF by Tipperary. Tipperary
agrees to fund
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the 60% Share, and the 60% Share shall be considered to be (i) capital
contributions of Anbay, ORC and GGPC and (ii) a loan (the "60% Loan") by
Tipperary to Anbay, ORC and GGPC, which Anbay, ORC and GGPC agree to repay
with interest at 20% per annum, accruing from the respective dates of
Tipperary's payments (including the aforesaid advances) of the 60% Share,
beginning with the earliest such payment on September 11, 1996 and continuing
until the 60% Share is fully funded and paid or is determined to have been
fully funded and paid from the previous advances by Tipperary. The 60% Loan
shall be repaid out of a portion of distributions which otherwise would be
made to Anbay, ORC and GGPC. Each payment (to be withheld from such
distributions) shall be divided into three parts and withheld equally from
Anbay, ORC and GGPC, and, (A) if the distribution is from FCF, shall amount
5.714286% (9.52381% before Payout Sharing Ratio, as provided in the FCF
Agreement, times 20% times 3) of the total distributions then made by FCF
pursuant to Section 6.2 of the FCF Agreement to or on behalf of all of its
Members; and (B) if the distribution is from D-GAS, shall amount to 3.999%
(6.666% before Payout Sharing Ratio set forth in the MOU times 20% times 3)
of the total distributions then made by D-GAS to all of its Members. The
foregoing 5.714286% and 3.999%, although based on before Payout Sharing
Ratios, will not change after Payout. For purposes of the foregoing
sentence, distributions shall mean gross distributions to be made to or on
behalf of Members in accordance with their respective Sharing Ratios pursuant
to Section 6.2 of the FCF Agreement, before any withholdings or deductions
which otherwise would reduce the amount in fact paid to any Member for such
distribution. The Parties agree that such payments shall be withheld from
such distributions to Anbay, ORC and GGPC and paid to Tipperary before any
other withholdings or deductions from such distributions. All such payments
shall be applied first to accrued interest and then to principal. At such
time as Tipperary has been repaid all principal and interest accrued on the
60% Loan, no further deductions in respect of the 60% Loan shall be made from
distributions to Anbay, ORC or GGPC and the right to receive such previously
withheld distributions shall revert to Anbay, ORC and GGPC.
(4) Anbay, ORC and GGPC agree to fund 60% of Construction Cost
Overruns incurred, in accordance with GAAP, through and including August 31,
1995; provided, however, that notwithstanding anything herein to the contrary,
Anbay, ORC and GGPC shall not be liable for nor required to pay additional
amounts to fund Construction Cost Overruns beyond such amounts as Anbay, ORC and
GGPC have already paid, and the Parties agree that Anbay, ORC and GGPC, before
September 1, 1995, each contributed $80,500 ($106,000 less $25,500, which is the
amount to be refunded pursuant to Section 1(a) above).
(5) FCF shall calculate the Parties' respective obligations to
fund Construction Cost Overruns. The Parties shall, in accordance with the
otherwise applicable provisions of the FCF Agreement, beginning 15 days
following the determination of such obligations and thereafter, pay to FCF any
or all unpaid balances of such Construction Costs Overruns as may be requested
by FCF. Otherwise, such obligations may be withheld from distributions which
otherwise would be made to the Parties. If a Party has overpaid its obligation
for Construction Cost Overruns, the overpayment shall be
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returned to the Party from the first available funds out of Cash Flow which,
as provided in Section 6.1 of the FCF Agreement, would otherwise be available
for distributions to the Members of FCF.
(c) The Parties' respective funding obligations to FCF for operating
expenses, through and including February 29, 1996, shall be determined as
follows: Total operating expenses of the Plant incurred, in accordance with
GAAP, including but not limited to non-capitalized testing expenses (excluding
capitalized testing expenses), but exclusive of depreciation and amortization,
and total gross revenues of the Plant recognized, in accordance with GAAP, from
inception of the Project through and including February 29, 1996, shall be
determined. If such expenses are greater than such revenues, then the shortfall
shall be apportioned among the Members in accordance with their Sharing Ratios
and withheld, after withholding of any payments on the 60% Loan and amounts due
for Capitalized Construction Costs, from the distributions which otherwise would
be made to such Members until such obligations for operating expenses have been
fully paid. If such revenues exceed such expenses, then the excess shall be
retained by FCF as capital contributions by the Members in proportion to their
respective before Payout Sharing Ratios.
(d) For all revenues, costs and expenses incurred after February 29,
1996, the Members shall share in accordance with their then-effective Sharing
Ratios, subject to the otherwise applicable terms of any applicable agreement,
and the per gallon operating cost limitations for Tipperary and Milmac set forth
in Subsections 3.2(d)(1), (2) and (3) of the FCF Agreement shall not apply.
(e) All capital contributions by any Member of FCF which are or have
been paid directly to D-GAS shall be deemed, and so accounted for, to have been
made first to FCF, and in turn it shall be deemed that FCF made such payments to
D-GAS. Conversely, for instances in which a payment or distribution properly
would be made from D-GAS to FCF, and by FCF to any of its Members, if such
payments or distributions are or have been instead made by D-GAS directly to any
of the FCF Members, such payments shall be deemed, and so accounted for, to have
first been made to FCF and thence to such Members.
2. The Parties acknowledge that HRC, Anbay, ORC and GGPC are obligated to
pay certain commission and/or origination fees to Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx
and others (the "Xxxxxxxx/Savage Interests") in connection with the Project.
Likewise, the Parties acknowledge that HRC, Anbay, ORC and GGPC are also liable
to the Xxxxxxxx/Xxxxxx Interests for such amounts and in such a manner as would
be provided by a 1% of 8/8ths nonvoting working interest (the "Working Interest
Obligation") in the Project. As provided in the Termination and Release
Agreement, HRC has made a one-time payment of $10,000, and Anbay, as FOG's
successor, ORC and GGPC have agreed to accept such $10,000 as full and complete
payment of HRC's obligations with respect to, among other things, the
Xxxxxxxx/Savage Interests. Anbay, ORC and GGPC acknowledge and jointly and
severally agree to pay the full amounts of such commissions
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and/or origination fees and amounts due pursuant to the Working Interest
Obligation and to undertake to perform all other obligations in accordance
with any agreements executed by any of FOG, as Anbay's predecessor, Anbay,
ORC and GGPC with any party among the Xxxxxxxx/Xxxxxx Interests (the
"Xxxxxxxx/Savage Agreements"). It is understood and agreed by the Parties
that the HRC Interest will not be burdened, and Tipperary, in conjunction
with the HRC Sale or otherwise, has not in any respect or in any manner,
whether express or implied, assumed any liability or obligation whatsoever to
or related to the Xxxxxxxx/Xxxxxx Interests, and it is further agreed that
Tipperary has no responsibility or liability whatsoever pursuant to the
Xxxxxxxx/Savage Agreements. If, notwithstanding the foregoing, any
obligations or liabilities to the Xxxxxxxx/Xxxxxx Interests or pursuant to
the Xxxxxxxx/Savage Agreements are imposed on FCF, D-GAS, the HRC Interest or
Tipperary, then in addition to any other remedies, the costs and expenses
associated with any such obligations or liabilities shall be withheld from
distributions which otherwise would be made to Anbay, ORC and GGPC or shall
be charged against their membership interests in FCF or D-GAS, as the case
may be, in any reasonable manner which will avoid loss or injury to FCF,
D-GAS, the HRC Interest or Tipperary in connection with such obligations or
liabilities.
3. FEES AND EXPENSES RELATED TO TRANSACTIONS HEREIN. Each of the Parties
agrees to bear its own expenses and costs which it has incurred or may incur in
connection with this Agreement, the MOU, the Sale Agreement, the Termination and
Release Agreement, and any transactions, provisions and agreements related
thereto, except that Tipperary, which has taken primary responsibility for the
preparation of the drafts and final versions of the documents in connection with
the foregoing, shall be entitled to recover, for its legal fees and expenses,
$3,000 from each of Anbay, ORC and GGPC, to be withheld from the payments to be
made to Anbay, ORC and GGPC pursuant to Section 1(a) above.
4. SECURITY INTERESTS. The Parties agree, respecting any relations,
rights or obligations among themselves, that only the provisions in the Turnkey
Agreement concerning security interests in the membership interests in FCF of
Anbay, ORC and GGPC, as set forth in Section 3(b) therein, and as further
provided in the respective security agreements and any related agreements, shall
survive the termination of the Turnkey Agreement pursuant to the Termination and
Release Agreement. The Parties agree that the security interests shall first
secure recovery by Tipperary and Milmac of the $1,275,000 turnkey price (as set
forth in Article 3 and Section 6.2(a) of the FCF Agreement), and thereafter the
security interests shall secure repayment of the 60% Loan together with all
accrued interest (as provided in subparagraph 1(b)(3) above). The parties agree
that the entire membership interests of Anbay, ORC and GGPC shall secure the
recovery of the $1,275,000 turnkey price, and that thereafter the portion of the
membership interests (including interests in income and loss, distributions,
capital accounts, and any other component of such membership interests) of
Anbay, ORC and GGPC subject to the security interests shall be reduced to the
same percentages as set forth in Section 1(b)(3) above out of which the 60% Loan
is to be repaid.
5. MANAGING MEMBER. The Parties agree that pursuant to this Agreement,
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effective with the execution of this Agreement, the number of Managing Members
is reduced from two to one, and Tipperary is duly elected as the Managing Member
of FCF. The Parties further approve the transfer and custody of and
responsibility for the books and records of FCF from FOG to Tipperary. The
Parties agree to indemnify and hold harmless any other Party from and against
all damages, losses, costs and expenses (including reasonable attorneys' fees)
which such Party may incur by reason of such Party being or allegedly being a
Managing Member of FCF and by reason of any act or failure to act of such Party
as a Managing Member or allegedly as a Managing Member during the period of time
from the time that Xxxxxxx assigned its interest in FCF to Anbay until the date
of this Agreement.
6. CONSENT TO TRANSFER OF MEMBERSHIP INTEREST AND ADMISSION OF
SUBSTITUTED MEMBER. Anbay, ORC, GGPC and Milmac, hereby unanimously consent and
agree that Tipperary, as provided in Section 10.1 of the FCF Agreement, may
transfer (the "Membership Transfer") its entire membership interest in FCF to a
wholly-owned subsidiary of Tipperary (the "Tipperary Subsidiary"), and that,
concurrently with the Membership Transfer, the Tipperary Subsidiary will be
admitted as a substituted Member pursuant to Section 10.7(a) of the FCF
Agreement, with the business of FCF being continued thereafter, subject to the
further agreement of the Parties as follows:
(a) The Parties agree that the provisions of Sections 10.2, 10.3 10.4
and 10.5 do not apply to the Membership Transfer and there shall be no
preferential purchase rights with respect to the Membership Transfer (which is
only the contemplated transfer of Tipperary's membership interest in FCF to the
Tipperary Subsdiary) because the Tipperary Subsidiary is an Affiliate as
provided in Section 10.2, and the provisions of this clause (a) do not apply to
the provisions of clause (e) below.
(b) As required in Section 10.7(c) of the FCF Agreement, concurrently
with the Membership Transfer, Tipperary will cause the Tipperary Subsidiary to
assume all of Tipperary's obligations with respect to the membership interest,
and to agree to be bound by all the terms and conditions of the FCF Agreement by
a written instrument, duly acknowledged.
(c) Tipperary will perform, and will cause the Tipperary Subsidiary
to perform, all other acts necessary and required by the FCF Agreement in order
to consummate the Membership Transfer and cause the Tipperary Subsidiary to
become a substituted Member of FCF.
(d) The Parties agree, subject to the foregoing terms in this Section
6, that no further action or consent on the part of any Party shall be
necessary in connection with the Membership Transfer or for the Tipperary
Subsidiary to become substituted Member of FCF, and on condition that the
foregoing terms of this Section 6 are complied with, the Parties further agree
that the consent of each of Anbay, ORC, GGPC and Milmac to the Membership
Transfer and to the Tipperary Subsidiary becoming a substituted Member of FCF is
irrevocable and cannot be withdrawn.
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(e) The Parties agree that any sale of any shares of capital stock or
other equity interests of the Tipperary Subsidiary, Anbay, ORC, GGPC or Milmac
shall be subject to the provisions of Sections 10.2, 10.3 and 10.4 of the FCF
Agreement as if such sale was a sale of a membership interest in FCF to a third
party, except that (i) instead of 30 days as provided in Section 10.3, the other
Members of FCF shall have 45 days within which to elect to purchase the shares
or equity interests offered; (ii) notwithstanding any terms or provisions of the
proposed sale, such proposed sale shall be deemed to be for cash only at the
time of closing, and the other Members of FCF may exercise such preferential
purchase rights only upon payment of the sale price in full in cash at the
closing of such sale; and (iii) to the extent that the selling Member holds any
material assets in addition to the membership interest in FCF and assets related
to the FCF membership interest (the selling Member's "FCF Assets"), the sale
price shall be allocated between the selling Member's FCF Assets and the selling
Member's other assets, and the other Members of FCF shall have the preferential
right to purchase only the proportion of such shares or equity interests which
is equal to the proportion which the selling Member's FCF membership interest is
to the total assets of the selling Member.
7. DELIVERY OF FULLY EXECUTED COUNTERPARTS OF TERMINATION AND RELEASE
AGREEMENT. The Parties agree that Tipperary shall deliver the fully executed
counterparts of the Termination and Release Agreement to the other Parties and
to HRC upon execution of this Agreement.
8. REORGANIZATION OF PROJECT. The Parties agree that there shall be no
obligation, as a result of any prior agreements, expressions of intent or
interest, actions taken, or formulation of any plans by any of the Parties, to
endeavor or otherwise take any action to reorganize FCF or D-GAS or otherwise
modify the affairs of the Project, insofar as the objective, purpose or result
of any such endeavor or action is that the Members of FCF would become Members
of D-GAS, whether by dissolution of FCF, merger of FCF into D-GAS, collapsing
FCF or any agreements, or by any other means calculated to result in the Members
of FCF becoming Members of D-GAS.
9. ARBITRATION. It is hereby agreed that if, at any time hereafter, any
dispute, difference or question shall arise between the Parties regarding the
construction, meaning or effect of this Agreement or any act or omission to act
of any of the Parties, every such dispute, difference or question, shall be
expeditiously submitted for arbitration in accordance with the rules of the
American Arbitration Association, and the determination of the arbitrators
appointed pursuant thereto shall be binding upon the Parties. Such arbitration
shall be conducted in the City and County of Denver, Colorado, or such other
location as the Parties shall decide. Within 10 business days after any Party
gives notice an election to arbitrate, Tipperary and Milmac shall together
select an arbitrator, and Anbay, ORC and GGPC shall together select an
arbitrator. The two arbitrators who have been appointed shall, within 10
business days thereafter appoint the third arbitrator. If only one arbitrator
is appointed by the Parties, or if the foregoing two arbitrators fail to
appoint the third arbitrator, then any of the Parties may petition any court
of competent jurisdiction, with venue as herein provided, to appoint the
remaining one or two arbitrators. The
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arbitrators shall proceed with all reasonable dispatch to hear and determine
the matter in dispute, and the decision or award in writing of said
arbitrators or a majority of them shall be final and binding upon the Parties.
With respect to any dispute subject to this arbitration provision, the
prevailing party or parties shall be awarded their reasonable costs and
attorney fees. If a question should arise as to whether a dispute is subject
to this arbitration provision, the arbitrators, not a court, shall decide such
question.
10. NOTICES. Any notice under this Agreement shall be in writing and
personally delivered or deposited in the United States Mail, postage prepaid,
certified or registered, and return receipt requested to the last address
provided by the party to whom notice is given. Notice shall be deemed given
upon personal delivery or 72 hours after the same shall have been deposited in
the United States Mail.
11. MISCELLANEOUS PROVISIONS.
(a) FAIR MEANING. The Parties acknowledge that this Agreement is the
product of arms-length negotiations among persons with substantially equal
bargaining power and shall not be construed against the Party which accepts
primary responsibility for drafting this Agreement. The language in this
Agreement shall in all cases be construed as a whole according to its fair
meaning, and not strictly for or against any Party. When the context of this
Agreement requires, any pronouns used herein include the neuter, masculine,
feminine, a partnership, corporation, unincorporated association or any other
legally recognized entity, and the singular includes the plural or vice versa.
(b) ASSIGNMENT. This Agreement shall not be assigned, in whole or in
part, without the express, written consent of all of the Parties.
(c) ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding among the Parties with respect to the subject matter hereof,
superseding all negotiations and all prior discussions, agreements and
understandings of the Parties.
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original.
(e) AMENDMENT. This Agreement may not be altered or amended, nor any
rights hereunder waived, except by an instrument executed by the Parties. No
right or obligation of, or default by, any of the Parties shall be deemed waived
by any other waiver of the same or any other right, obligation, or default, or
by any previous or subsequent forbearance or course of dealing.
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(f) GOVERNING LAW, VENUE AND ATTORNEYS' FEES. This Agreement shall
be governed, construed and enforced under the laws of the State of Colorado.
The Parties agree that venue shall lie in the City and County of Denver,
Colorado and in the Federal District Court for the district Colorado. If an
action or suit is brought upon this Agreement, to enforce the arbitration
provisions herein or otherwise, the prevailing party or parties shall be
entitled to all costs and reasonable attorneys' fees.
(g) SEVERABILITY. If any term or provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of the terms or provisions within this
Agreement so long as, pursuant to such remainder, the purposes of this Agreement
can nonetheless be fulfilled in all material respects.
(h) SUCCESSORS. This Agreement shall be binding upon and inure to
the benefit of all successors, assigns, and heirs of the Parties.
(i) HEADINGS. The headings of the Sections of this Agreement are for
convenience of reference only and shall not limit or otherwise affect any of the
provisions of this Agreement.
EXECUTED as of the date first written above.
ANBAY, LTD. GUNSMOKE GAS PROCESSING COMPANY
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Lawson K. Stiff
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Xxxxxx X. Xxxxxxx, President Lawson K. Stiff, President
X'XXXX RESOURCES CORPORATION TIPPERARY CORPORATION
By: /s/ Xxxxxxx X. X'Xxxx By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxxxx X. X'Xxxx, President Xxxxx X. Xxxxxxxx, President
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MILMAC OPERATING COMPANY
By: /s/ Xxxxx X. XxXxxxx
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Xxxxx X. XxXxxxx, President
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