Exhibit 99.2
EXHIBITS AND SCHEDULES
Exhibits: | |
Exhibit A: | Description of Acquired Assets |
Exhibit B-1: | Form of Acquired Assets Assignment Agreement (FMT) |
| Exhibit B-2: | Form of Acquired Assets Assignment Agreement (FMT Heavy) |
Exhibit B-3: | Form of Acquired Assets Assignment Agreement (FMT Ind) |
Exhibit B-4: | Form of Acquired Assets Assignment Agreement (FMT JAR) |
Exhibit B-5: | Form of Acquired Assets Assignment Agreement (FMT PFE) |
| Exhibit C: | Form of Non-Competition Agreement |
Exhibit D-1: | Form of GEL Guaranty |
Exhibit D-2: | Form of FMT Guaranty |
Exhibit E-1: | Form of Protocol of Delivery and Acceptance (FMT Heavy) |
Exhibit E-2: | Form of Protocol of Delivery and Acceptance (FMT Ind) |
Exhibit E-3: | Form of Protocol of Delivery and Acceptance (FMT JAR) |
Exhibit E-4: | Form of Protocol of Delivery and Acceptance (FMT PFE) |
Exhibit F: | Vessel Reports and Certificates |
Exhibit G: | Form of Officer’s Certificate |
Exhibit H-1: | Form of Secretary’s Certificate (FMT Heavy, FMT Ind, FMT JAR, FMT PFE and PBC) |
Exhibit H-2: | Form of Secretary’s Certificate (FMT) |
Exhibit I: | Form of Legal Opinion (Sellers’ counsel) |
Exhibit J: | Form of Legal Opinion (Buyer’s counsel) |
Exhibit K-1: | Form of Closing Tax Certificate (FMT) |
Exhibit K-2: | Form of Closing Tax Certificate (FMT Heavy) |
| Exhibit K-3: | Form of Closing Tax Certificate (FMT Ind) |
| Exhibit K-4: | Form of Closing Tax Certificate (FMT JAR) |
| Exhibit K-5: | Form of Closing Tax Certificate (FMT PFE) |
| Exhibit L: | Form of Transition Services Agreement |
Exhibit M: | Form of Flowers Subcharter |
Schedules: | |
Schedule 1(a): | Assumed Obligations |
Schedule 1(c)(i): | Buyer’s Knowledge Individuals |
Schedule 1(c)(ii): | Sellers’ Knowledge Individuals |
Schedule 3(c): | Noncontravention (Buyer) |
Schedule 4(b): | Consents, Notices, Filings |
Schedule 4(c): | Noncontravention (Sellers) |
Schedule 4(e)(i): | Encumbrances |
Schedule 4(e)(iii): | Condition of Material Acquired Assets |
Schedule 4(f): | Capitalization |
Schedule 4(h)(i): | Damage to Vessels |
Schedule 4(h)(v): | Material Changes |
Schedule 4(j): | Tax Matters |
Schedule 4(k): | Acquired Contracts |
Schedule4(k)(ii): | Acquired Contracts – Enforceability and Performance |
Schedule 4(l): | Permits |
Schedule 4(m): | Litigation |
Schedule 4(n): | Environmental Matters |
Schedule 4(n)(ii): | Environmental Permits |
Schedule 4(o): | Financial Statements |
Schedule 4(p): | Encumbrances for Borrowed Money |
Schedule 4(q): | Preferential Purchase Rights |
Schedule 4(r): | Intellectual Property |
Schedule 4(s): | Insurance Policies |
Schedule 4(t)(i): | List of Employees |
Schedule 4(u): | Affiliate Services |
| Schedule 5(c): | Operation of Business |
Schedule 5(k): | Certain Associate Contracts |
Schedule 7(a)(vii): | Seller Required Consents |
Schedule 7(b)(vi): | Buyer Required Consents |