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EXHIBIT 10.8
CONTRIBUTION AGREEMENT
This Agreement is made and entered into as of the 1st day of January,
1996 (the "Effective Date"), by and among Cottonwood Partnership, an Oklahoma
general partnership ("Cottonwood"), Continental Natural Gas, Inc., an Oklahoma
corporation ("CNG"), Xxxx Xxxxx Ranch, Inc., an Oklahoma corporation ("GAR")
and Continental Gas Marketing, Inc., a Texas corporation ("CGM").
RECITALS
A. Cottonwood owns a nine and nine-tenths percent (9.9%) interest
in the Beaver Joint Venture, an Oklahoma general partnership (the "Joint
Venture").
B. GAR owns a one-tenth percent (0.1%) interest in the Joint
Venture.
C. CGM owns a ten percent (10%) interest in the Joint Venture.
D. The Joint Venture owns all right, title and interest in the
Beaver plant and gathering system (the "Beaver Plant") located in Beaver
County, Oklahoma. Cottonwood, GAR and CGM, as nominees for the Joint Venture,
hold record title to certain interests in the Beaver Plant.
E. Cottonwood, GAR and CGM desire to transfer their interest in
the Joint Venture to CNG on the terms and conditions hereinafter set forth.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual covenants
herein contained and other good and valuable consideration this day exchanged
among the parties hereto, the receipt and sufficiency of which are acknowledged
by execution of this Agreement, the parties hereby agree as follows:
1. Transfer of Joint Venture Interests. For the consideration
and subject to the terms and conditions hereinafter set forth, Cottonwood, GAR
and CGM transfer all of their interests in the Joint Venture to CNG.
Cottonwood, GAR and CGM shall execute and deliver such deeds, assignments and
bills of sale as are reasonably necessary to fully vest CNG with all right,
title and interest of Cottonwood, GAR and CGM in and to the Beaver Plant.
2. Consideration for Transfer of Assets. For and in
consideration of the transfer of the interests set forth in paragraph 1 above,
CNG has issued 200 shares of its Convertible Preferred Stock to Cottonwood, GAR
and CGM, as follows:
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NAME SHARES STOCK CERTIFICATE NO.
---- ------ ---------------------
Cottonwood 99 CP1
GAR 1 CP2
CGM 100 CP3
3. Assumption of Liabilities and Obligations. CNG hereby assumes
any and all liabilities and agrees to perform any and all obligations of the
Joint Venture, Cottonwood, GAR and CGM, respectively, with respect to their
interests in the Joint Venture to the extent such liabilities and obligations
arise or relate to periods from and after the Effective Date.
4. Miscellaneous.
(a) Benefit. This Agreement shall be binding upon and
enure to the benefit of the parties hereto and their respective
successors and assigns. Nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or
remedies under or by reason of this Agreement.
(b) Construction. Every covenant, term and provision of
this Agreement shall be construed simply according to its fair meaning
and not strictly for or against any party.
(c) Entire Agreement. This Agreement embodies the entire
understanding between the parties hereto and supersedes all prior
agreements and understandings relating to the subject matter hereof.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
CONTINENTAL NATURAL GAS, INC.
By
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Xxxxx X. Xxxxx, Vice President
COTTONWOOD PARTNERSHIP
By
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Xxxx X. Xxxxx, Chief Executive
Officer
XXXX XXXXX RANCH, INC.
By
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H. Xxx Xxxxxx, President
CONTINENTAL GAS MARKETING, INC.
By
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H. Xxx Xxxxxx, President
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