TERMINATION AGREEMENT CONCERNING THE
FIRST AMENDED LIGNITE PROPERTIES MAINTENANCE AGREEMENT
This TERMINATION AGREEMENT CONCERNING THE FIRST AMENDED LIGNITE
PROPERTIES MAINTENANCE AGREEMENT, is by and between DESTEC PROPERTIES LIMITED
PARTNERSHIP, a Nevada limited partnership ("Destec"), and THE DOW CHEMICAL
COMPANY, a Delaware corporation ("Dow").
WHEREAS, Destec Ventures, Inc. and Dow entered into a Lignite Properties
Maintenance Agreement, effective December 29, 1989; and
WHEREAS, the Lignite Properties Maintenance Agreement was amended,
superseded and replaced in its entirety by the First Amended Lignite
Properties Maintenance Agreement, effective January 1, 1990; and
WHEREAS, Destec Ventures, Inc. assigned all its right, title and
interest in the Lignite Properties Maintenance Agreement and the First
Amended Lignite Properties Maintenance Agreement to Destec Properties Limited
Partnership by an Assignment executed as of December 17, 1991.
WHEREAS, Dow and Destec now mutually desire to terminate the First
Amended Lignite Properties Maintenance Agreement because Dow has exercised
its option to purchase all of Destec's interests in all of the reserves
covered by the First Amended Lease Agreement and the First Amended Lease
Agreement has been terminated through mutual consent; and
WHEREAS, both Dow and Destec desire that there be an orderly transition
from Destec to Dow concerning the management and maintenance of the lignite
property interests in Texas and Louisiana;
NOW THEREFORE, in consideration of their mutual covenants and undertakings
Dow and Destec agree as follows:
1. FIRST AMENDED LIGNITE PROPERTIES MAINTENANCE AGREEMENT. Effective as
of the Effective Time as defined in the Agreement and Plan of
Merger, dated February 17, 1997, by and among Destec Energy,
Inc., Dow, NGC Corporation and NGC Acquisition Corporation II
(the "Effective Time"), the First Amended Lignite Properties
Maintenance Agreement is terminated; provided however, any
remedies of either party for any breach of the other party's
obligations under that Agreement shall survive termination
thereof.
2. FILES, RECORDS AND OTHER INFORMATION. On or before the Effective
Time, Destec agrees to deliver to Dow at Dow's Houston, Texas,
location all of the files, records and other information (in
Destec's possession or under Destec's control), whether stored
on paper or by electronic means, related to the Texas and
Louisiana property interests formerly subject to the First
Amended Lignite Properties Maintenance Agreement. The files,
records and other information will be delivered in an organized
fashion and as they were kept in the usual course of business.
3. CONSULTATION AND TRAINING. Destec agrees to make available for five
days, at no cost, each of its employees (to the extent such
individuals are still Destec employees) formerly responsible for
managing and maintaining the Texas and Louisiana lignite property
interests under the First Amended Lignite Properties Maintenance
Agreement to consult with and train the Dow employee or employees
managing those property interests after Dow has received and
organized the files, records and other information referred to in
paragraph 2 above.
4. QUESTIONS AND ANSWERS. As long as its employees formerly responsible
for managing and maintaining the Texas and Louisiana lignite
property interests under the First Amended
Lignite Properties Maintenance Agreement remain employed by
Destec or one of its parents, subsidiaries or affiliates, Destec
agrees that the employees shall promptly provide answers to
Dow's reasonable questions concerning the property interests.
5. FEE. The fee provided for 1997 in section 3 of the First Amended
Lignite Properties Maintenance Agreement shall be pro-rated as
of the Effective Time.
This Agreement has been duly executed by authorized representatives of the
parties.
DESTEC PROPERTIES LIMITED PARTNERSHIP
BY: DESTEC PROPERTIES, INC.
GENERAL PARTNER
By: /s/ Enrique M. Larroucau
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Name: Enrique M. Larroucau
Title: Senior Vice President, Chief
Financial Officer and Treasurer
THE DOW CHEMICAL COMPANY
By: /s/ B. G. Taylorson
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Name: B. G. Taylorson
Title: Corporate Director, Mergers & Acquisitions
WITNESSES: (as to Destec) WITNESSES: (as to Dow)
/s/ Marian M. Davenport /s/ Jane M. Gootee
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/s/ David T. Pendergast /s/ Craig Jones
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STATE OF NEW YORK
COUNTY OF NEW YORK
On this 17th day of February, 1997 before me and the two witnesses
indicated above Enrique M. Larroucau who, being duly sworn, stated that he is
the Senior Vice President, Chief Financial Officer and Treasurer of Destec
Properties, Inc., General Partner of Destec Properties Limited Partnership, a
Nevada limited partnership, and that the Termination Agreement Concerning
the First Amended Lignite Properties Maintenance Agreement was signed on
behalf of and is the free act and deed of said limited partnership.
IN WITNESS WHEREOF, I have here set my hand and affixed my official seal
the day and year in this certificate first above written.
/s/ Stephen F. Arcano
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NOTARY PUBLIC
STATE OF NEW YORK
MY COMMISSION EXPIRES
STATE OF NEW YORK
COUNTY OF NEW YORK
On this 17th day of February, 1997 before me and the two witnesses
indicated above appeared B.G. Taylorson who, being duly sworn, stated that he
is the Corporate Director, Mergers & Acquisitions of The Dow Chemical
Company, a Delaware corporation, and that the above Termination Agreement
Concerning the First Amended Lignite Properties Maintenance Agreement was
signed on behalf of and is the free act and deed of said corporation.
/s/ Laura Heiman
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NOTARY PUBLIC
STATE OF NEW YORK
MY COMMISSION EXPIRES