Exhibit 2.1
PURCHASE AND SALE AGREEMENT
BY AND AMONG
LG PL, LLC
AND
LA GRANGE ACQUISITION, L.P.
AS SELLERS
AND
ATLAS PIPELINE PARTNERS, L.P.
AS PURCHASER
DATED MARCH 8, 2005
TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS.................................................................................1
1.1. Certain Definitions.........................................................................1
1.2. Interpretation..............................................................................6
ARTICLE 2 PURCHASE AND SALE OF THE INTERESTS..........................................................6
2.1. Purchase and Sale...........................................................................6
2.2. Purchase Price..............................................................................6
2.3. [Intentionally Blank].......................................................................6
2.4. Purchase Price Adjustments..................................................................6
2.5. Preliminary Settlement Statement............................................................7
2.6. Post-Closing Adjustments....................................................................7
2.7. Allocations.................................................................................8
ARTICLE 3 CLOSING.....................................................................................8
3.1. Closing.....................................................................................8
3.2. Deliveries By Sellers.......................................................................9
3.3. Deliveries By Purchaser.....................................................................9
3.4. Effect of Closing..........................................................................10
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLERS..................................................11
4.1. Organization...............................................................................11
4.2. Power and Authority........................................................................11
4.3. No Conflict................................................................................11
4.4. Brokers....................................................................................11
4.5. Litigation.................................................................................11
4.6. Interests..................................................................................11
4.7. Compliance with Laws.......................................................................12
4.8. Seller Tax Matters.........................................................................12
4.9. Partnership Tax Matters....................................................................12
4.10. Affiliate Agreements.......................................................................12
4.11. No Debt; No Undisclosed Liabilities; No Subsidiaries.......................................13
4.12. Bank Accounts; Powers of Attorney..........................................................13
4.13. Contracts..................................................................................13
4.14. Intellectual Property......................................................................13
4.15. Insurance Coverage.........................................................................13
4.16. Permits....................................................................................14
4.17. Hedging....................................................................................14
4.18. Regulatory Matters.........................................................................14
4.19. Environmental Matters......................................................................14
Table of Contents
(continued)
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4.20. Employee Matters...........................................................................15
4.21. Title to Property..........................................................................16
4.22. Throughput Data and Information............................................................16
4.23. No Representations or Warranties Implied...................................................16
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER................................................17
5.1. Organization...............................................................................17
5.2. Power and Authority........................................................................17
5.3. No Conflict................................................................................17
5.4. Litigation.................................................................................17
5.5. Brokers....................................................................................17
5.6. Financial Capacity.........................................................................17
5.7. Purchase for Own Account...................................................................17
5.8. Investigation and Evaluation...............................................................18
5.9. No Knowledge of Sellers' Breach............................................................18
5.10. Financing Commitment.......................................................................18
ARTICLE 6 COVENANTS..................................................................................18
6.1. Continued Conduct of Business..............................................................18
6.2. Disclosure of Breaches.....................................................................19
6.3. Employees..................................................................................20
6.4. Removal of Marks...........................................................................20
6.5. Regulatory Filings.........................................................................20
6.6. Schedules..................................................................................21
6.7. Closing Over Breaches or Unsatisfied Conditions............................................21
6.8. Imbalances.................................................................................22
6.9. Further Actions............................................................................22
6.10. Access to Information; Cooperation.........................................................22
6.11. Notices of Certain Events..................................................................23
6.12. Casualty Loss..............................................................................23
6.13. Insurance..................................................................................24
6.14. Excluded Assets............................................................................24
6.15. Books and Records..........................................................................24
6.16. Title Review...............................................................................24
ARTICLE 7 CONDITIONS TO OBLIGATIONS OF PURCHASER AND SELLERS.........................................26
7.1. Conditions to Obligations of Purchaser.....................................................26
7.2. Conditions to Obligations of Sellers.......................................................27
ARTICLE 8 INDEMNIFICATION............................................................................28
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Table of Contents
(continued)
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8.1. Indemnification by Sellers.................................................................28
8.2. Indemnification by Purchaser...............................................................28
8.3. Indemnification Procedures.................................................................28
8.4. Conduct of Defense.........................................................................29
8.5. Survival of Representations, Warranties and Indemnity Obligations..........................29
8.6. Exclusivity of Remedies....................................................................30
8.7. Liability Cap..............................................................................30
8.8. Claim Reimbursement and Reduction..........................................................30
ARTICLE 9 TERMINATION................................................................................30
9.1. Rights to Terminate........................................................................30
9.2. Effect of Termination......................................................................31
ARTICLE 10 MISCELLANEOUS..............................................................................31
10.1. Assignment.................................................................................31
10.2. Notices....................................................................................31
10.3. Costs......................................................................................32
10.4. Amendment..................................................................................32
10.5. Entire Agreement...........................................................................33
10.6. Counterparts...............................................................................33
10.7. Confidential Obligations...................................................................33
10.8. Exceptions to Confidentiality Obligations..................................................33
10.9. Governing Law And Jurisdiction.............................................................34
10.10. Further Assurances.........................................................................34
10.11. No Third Party Beneficiary.................................................................34
10.12. Waiver.....................................................................................34
10.13. Severability...............................................................................34
10.14. Like-Kind Exchange.........................................................................34
10.15. Release of Information.....................................................................35
Schedules and Exhibits:
Schedule 1.1(a) Knowledge
Schedule 1.1(b) Capital Budget
Schedule 1.1(c) Material Contracts
Schedule 2.4(b) Suspense Account Funds
Schedule 4.3 Seller Consents and Approvals
Schedule 4.8 Seller Tax Matters
Schedule 4.9 Partnership Tax Matters
Schedule 4.10 Affiliate Agreements
Schedule 4.11 Balance Sheet
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Table of Contents
(continued)
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Schedule 4.12 Partnership Bank Accounts and Powers of Attorney
Schedule 4.13 Contracts
Schedule 4.14 Software Licenses
Schedule 4.15 Insurance
Schedule 4.16 Permits
Schedule 4.17 Hedging
Schedule 4.19 Environmental Matters
Schedule 4.20(a) Partnership Workforce
Schedule 4.20(c) Employee Benefit Plans
Schedule 4.21 Elk City Assets
Schedule 4.21(a) Real Property
Schedule 4.22 Historical Volumes
Schedule 5.3 Purchaser Consents and Approvals
Schedule 6.1 Exceptions to Continued Conduct of Business
Schedule 6.8 Imbalances
Schedule 6.9 Affiliate Agreements Not Terminated At Closing
Schedule 6.14 Excluded Assets
Schedule 8.1 Indemnity Matters
Exhibit A Form of Assignment of Partnership Interests
Exhibit B Form of Transition Services Agreement
Exhibit C Purchaser's Financing Commitment
Exhibit D Map of Facilities
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "AGREEMENT") is entered into on
March 8, 2005, by and among LG PL, LLC, a Texas limited liability company ("LG
PL"), La Grange Acquisition, L.P., a Texas limited partnership ("ETC OLP")
(each, a "SELLER," and collectively, the "SELLERS"), and Atlas Pipeline
Partners, L.P., a Delaware limited partnership (the "PURCHASER"). Purchaser and
each Seller will be referred to in this Agreement individually as a "PARTY," and
collectively, as the "PARTIES."
RECITALS:
A. LG PL owns all of the general partner interests (the "GP
INTERESTS"), and ETC OLP owns all of the limited partner interests (the "LP
INTERESTS"), in ETC Oklahoma Pipeline, Ltd., a Texas limited partnership (the
"PARTNERSHIP").
B. Sellers desire to sell and Purchaser desires to purchase the GP
Interests and the LP Interests in the Partnership (collectively, the
"INTERESTS"), upon the terms and conditions set forth in this Agreement.
In consideration of the mutual covenants, representations, warranties,
agreements and indemnities in this Agreement, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
1.1. Certain Definitions. As used in this Agreement, the following
terms have the respective meanings set forth below:
"AFFILIATE" of a Person means any other Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, the first mentioned Person. For purposes of this
definition, "control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.
With respect to a limited partnership, "control" also means the possession,
directly or indirectly, of fifty percent (50%) or more of the interests in the
limited partnership.
"AGREEMENT" means this Agreement and the schedules, exhibits and other
documents referred to herein and attached hereto.
"APPLICABLE LAW" means any federal, state, provincial or local law,
statute, rule, ordinance, code or regulation to which a specified Person or
property is subject.
"AUTOMATIC TERMINATION DATE" has the meaning set forth in Section
9.1(c).
"BENEFIT ARRANGEMENTS" has the meaning set forth in Section 4.20(d).
"BENEFIT PLANS" has the meaning set forth in Section 4.20(c).
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"BUSINESS DAY" means any day other than Saturday, Sunday and any day on
which banking institutions in Dallas, Texas or New York, New York are authorized
or required to close.
"CLOSING" has the meaning set forth in Section 3.1.
"CLOSING DATE" has the meaning set forth in Section 3.1.
"CODE" means the U.S. Internal Revenue Code of 1986, as amended from
time to time.
"CONFIDENTIAL INFORMATION" has the meaning set forth in Section 10.7.
"CONTRACT" means any written contract or other legally binding oral or
written arrangement, including any agreement, indenture, note, bond, loan,
instrument, lease, conditional sale contract, mortgage or insurance policy.
"EFFECTIVE TIME" means 9:00 a.m. on the Closing Date.
"ENERGY TRANSFER MARKS" has the meaning set forth in Section 6.4.
"ENVIRONMENTAL LAWS" means any and all laws, rules, regulations, orders,
permit requirements, principles of common law, or other enforceable legal
requirement relating to the prevention of pollution, the preservation and
restoration of environmental quality, the protection of human health or natural
resources, the remediation of contamination, or the handling, transportation,
disposal or release into the environment of Hazardous Materials.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and rules and regulations promulgated thereunder.
"EXCLUDED ASSETS" has the meaning set forth in Section 6.14.
"FACILITIES" means all of the real estate assets of the Partnership and
the associated facilities and improvements located thereon, whether owned or
leased (to the extent of the Partnership's interest therein), including the
metering facilities, gathering lines, compressor stations, treatment facility
commonly known as the Prentiss Treater, gas processing plant commonly known as
the Elk City Plant, as such real estate assets and facilities are further
identified on the maps included in Exhibit D hereto.
"FCC" means the Federal Communications Commission.
"GAAP" means United States generally accepted accounting principles.
"GOVERNMENTAL ENTITY" means the United States and any state, county,
city or other political subdivision, agency, authority, court or
instrumentality.
"GP INTERESTS" has the meaning given to such term in the Recitals.
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"HAZARDOUS MATERIALS" means any substance or material that is
designated, classified, characterized, or regulated as a "hazardous substance",
"hazardous waste", "hazardous material", "toxic substance", "pollutant" or
"contaminant" under Environmental Laws.
"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended from time to time.
"IMBALANCE PAYABLE" means an Imbalance owed by the Partnership to a
third party.
"IMBALANCE RECEIVABLE" means an Imbalance owed by a third party to the
Partnership.
"IMBALANCE VALUE" means the positive or negative amount obtained using
the Imbalance Cash Out Formula on Schedule 6.8.
"IMBALANCES" means all hydrocarbon imbalances between the Partnership
and a third party relating to or arising out of the business of the Partnership
that exist at the Effective Time.
"INDEMNIFYING PARTY" has the meaning set forth in Section 8.2.
"INDEMNITEE" has the meaning set forth in Section 8.2.
"INTELLECTUAL PROPERTY" means patents, trademarks, trade names, service
marks, service names, copyrights and other proprietary intellectual property
rights and all pending applications for the registration of any of the
foregoing.
"INTERESTS" has the meaning given to such term in the Recitals.
"KNOWLEDGE" means, (a) with respect to Sellers, the actual knowledge of
the persons identified in Schedule 1.1(a) as "Sellers' Persons With Knowledge,"
without investigation, and (b) with respect to the Purchaser, the actual
knowledge of the persons identified in Schedule 1.1(a) as "Purchaser's Persons
With Knowledge," without investigation.
"LEGAL PROCEEDING" means any judicial, administrative or arbitral
action, suit or proceeding (public or private) by or before any court or other
Governmental Entity.
"LIEN" means any mortgage, pledge, lien, security interest, covenant,
preemptive right, or any other encumbrance or charge.
"LIMITED PARTNERSHIP AGREEMENT" means the Agreement of Limited
Partnership of ETC Oklahoma Pipeline, Ltd. dated September 24, 2002.
"LOSSES" has the meaning set forth in Section 8.1.
"LP INTERESTS" has the meaning given to such term in the Recitals.
"MATERIAL ADVERSE EFFECT" means any change, effect, event, occurrence or
circumstance that (a) prevents Sellers from performing its obligations hereunder
or makes impossible the consummation of the transactions contemplated by this
Agreement or (b) results in, or is reasonably expected to result in, a material
adverse change in, or effect on (including diminution
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in value), the business, assets, results of operations or financial condition of
the Partnership, in each case taken as a whole, but excluding, in the case of
clause (b), (i) any change or effect in, or that is attributable to or resulting
from general international, national, regional or local economic, financial or
market conditions, or the industry in which the Partnership operates, including
market prices for commodities, goods or services within that industry, (ii) any
change in laws, regulations, rules or accounting standards, principles or
interpretations, or (iii) any change, effect, event, occurrence or circumstance
that is attributable to (A) the announcement or consummation of the transactions
contemplated by this Agreement, (B) events, actions or agreements contemplated
by this Agreement, or (C) actions of Sellers or the Partnership taken or omitted
to be taken at the direction of, or with the express consent of, the Purchaser.
For purposes of clause (b) of the immediately preceding sentence, if the change,
effect, event, occurrence or circumstance has an effect on the Partnership is
quantifiable in monetary terms, then, notwithstanding such clause, (1) it is not
a material adverse change to such Person unless its negative effect exceeds, or
is reasonably expected to exceed on a present value basis, $10,000,000 and (2)
it is a material adverse change to such Person if its negative effect exceeds,
or is reasonably expected to exceed on a present value basis, $10,000,000.
"MATERIAL CONTRACT" means any Contract to which the Partnership is a
party:
(a) set forth on Schedule 1.1(c) hereto;
(b) that (i) will require or is reasonably expected to
require aggregate monetary payments by the Partnership during the current
calendar year, in an amount exceeding $50,000, or (ii) provides for aggregate
monetary payments by the Partnership during the remaining portion of the life of
the Contract that commences on the date of this Agreement of $50,000 or more
(excluding in the case of (i) or (ii) any such Contract that is for the
purchase, sale, marketing or transportation of natural gas or gas liquids,
entered into in the ordinary course and terminable by the Partnership upon 30
days or less notice without penalty, and that provides for the receipt or
delivery of less than 200 MMBtu/day of natural gas or its equivalent); or
(c) that provides for the borrowing of funds or incurrence
of indebtedness for borrowed money by the Partnership or the deferred purchase
price of Property, including any indenture, mortgage, loan, credit,
sale-leaseback or similar Contract or whether incurred, assumed, guaranteed or
secured but excluding accounts payable, office equipment leases, and similar
obligations incurred in the ordinary course of business.
"PARTNERSHIP" has the meaning given to such term in the Recitals.
"PARTNERSHIP INSURANCE POLICIES" has the meaning set forth in Section
6.13.
"PARTNERSHIP WORKFORCE" has the meaning set forth in Section 4.20(a).
"PERMIT" means any permit, certificate, license, franchise,
authorization, registration, required plan, consent or approval issued or
required by a Governmental Entity.
"PERMITTED CAPITAL EXPENDITURES" means those capital expenditures of the
Partnership for the capital projects identified on Schedule 1.1(b), but only to
the extent such capital expenditures are made in accordance with the Capital
Budget attached as Schedule 1.1(b).
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"PERMITTED LIENS" means any of the following: (a) any liens for taxes
and assessments not yet delinquent; (b) mechanic's, materialmen's and similar
liens incurred in the ordinary course of business for sums not yet payable; (c)
zoning restrictions; (d) any Liens in or created by the terms of the document or
instrument granting or creating the interest or right burdened by the Lien; and
(e) any easements, licenses or reservations, or any other defects or
irregularities of title, that (i) in the case of any fee property, do not,
individually or in the aggregate, materially impair the business of the
Partnership as currently conducted; and (ii) in the case of any easement or
right of way, would not constitute a Title Defect under the last sentence of
Section 6.16(a).
"PERMITTED RECIPIENT" has the meaning set forth in Section 10.7.
"PERSON" means an individual, partnership, joint venture, trust,
corporation, limited liability company, limited liability partnership or other
legal entity.
"PIPELINE ASSETS" means all pipelines and associated real property owned
or leased by the Partnership or which the Partnership is otherwise entitled to
use for the gathering, transmission or distribution of natural gas in its
business.
"PROPERTY" means any property or asset, whether real, personal or mixed,
or tangible or intangible, however owned, leased, managed or otherwise held,
including any easements, rights of way or other licenses or rights of use of a
same or similar nature.
"PURCHASE PRICE" has the meaning set forth in Section 2.2.
"SUSPENSE ACCOUNT FUNDS" means those amounts payable to operators and/or
working, royalty or other interest owners in wells connected, or other owners
delivering natural gas or liquid hydrocarbons, to the Facilities that have been
placed in suspense pending resolution of questions of title, execution of
division or transfer orders or for similar reasons.
"TAXES" means any and all taxes, charges, fees, levies, unclaimed
property obligations, escheat obligations, or other assessments, including all
net income, gross income, gross receipts, profits, net proceeds, excess profits,
windfall profits, alternative or add-on minimum, value added, turnover,
environmental, duty, excise, stamp, real or personal property, ad valorem,
withholding, estimated, social security, unemployment, occupation, disability,
lease, leasing, fuel, premium, use, sales, service, service use, license, net
worth, payroll, employment, capital stock, registration, franchise, severance,
transfer, recording or other taxes, assessments or charges imposed by any
Governmental Entity and any interest, penalties, or additions to tax
attributable thereto.
"TAX RETURN" means any return, report or similar statement required to
be filed with respect to any Tax (including any attached schedules), including
any information return, claim for refund, amended return or declaration of
estimated Tax.
"THIRD PARTY CLAIM" has the meaning set forth in Section 8.2.
"TRANSFERRED EMPLOYEE" has the meaning set forth in Section 6.3.
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1.2. Interpretation. When reference is made in this Agreement to a
Section, the reference is to a Section of this Agreement unless otherwise
indicated. The headings contained in this Agreement are for convenience of
reference purposes only and do not affect in any way the meaning or
interpretation of this Agreement. For purposes of this Agreement, (i) words in
the singular include the plural and vice versa and words of one gender include
the other gender as the context requires, (ii) the terms "hereof," "herein,"
"herewith" and "hereunder" and words of similar import refer to this Agreement
as a whole and not to any particular provision of this Agreement unless
otherwise stated and (iii) the words "include," "includes" and "including" mean
including "without limitation." This Agreement must be construed without regard
to any presumption or rule requiring construction or interpretation against the
party drafting or causing any instrument to be drafted.
ARTICLE 2
PURCHASE AND SALE OF THE INTERESTS
2.1. Purchase and Sale. Upon the terms and subject to the conditions
of this Agreement, at Closing Sellers will sell, transfer and deliver to
Purchaser, and Purchaser will purchase, acquire and accept from Sellers, all of
the Interests, free and clear of all Liens, other than those contained in the
Limited Partnership Agreement.
2.2. Purchase Price. In consideration of the sale, transfer and
delivery of the Interests, Purchaser shall pay to Sellers at Closing an
aggregate amount of $190 million United States Dollars, subject to the
adjustments set forth in this Article 2 (the "PURCHASE PRICE"). Purchaser shall
pay the Purchase Price to Sellers in cash, payable by wire transfer of
immediately available funds to the account specified by Sellers. Sellers will
provide wire instructions to Purchaser at least three Business Days before
Closing.
2.3. [INTENTIONALLY BLANK]
2.4. Purchase Price Adjustments.
(a) At Closing, the Purchase Price will be increased by the
following estimates, prepared in accordance with GAAP and without duplication,
in the following amounts:
(i) an amount equal to all revenue with respect to
the business of the Partnership and attributable to the month in which Closing
occurs for the period of time during such month that is prior to the Effective
Time;
(ii) any amounts prepaid in the ordinary course of
business for any leases, taxes, permits, rights-of-way or other similar costs
(but excluding any prepayments on insurance policies) paid by the Partnership or
Sellers and attributable to the business of the Partnership and to periods from
and after the Effective Time;
(iii) if an asset, the Imbalance Value, as calculated
in accordance with Schedule 6.8;
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(iv) all amounts paid by Sellers or the Partnership
for Permitted Capital Expenditures before the Effective Time;
(v) all amounts paid or incurred by Sellers or the
Partnership for Permitted Capital Expenditures; and
(vi) any other amount agreed upon by the Parties.
(b) At Closing, the Purchase Price will be decreased by the
following estimates, prepared in accordance with GAAP and without duplication,
in the following amounts:
(i) an amount equal to all costs and expenses
(including rentals and operating expenses) with respect to the business of the
Partnership and attributable to the month in which Closing occurs for the period
of time during such month that is prior to the Effective Time;
(ii) an amount equal to all unpaid ad valorem,
property and similar taxes and assessments on the Partnership or its assets that
are attributable to the tax year in which Closing occurs and to that period of
time prior to the Effective Time; which amounts will, to the extent not actually
assessed, be computed based on such taxes and assessments for the preceding tax
year (such amount to be prorated for the period of Sellers' and Purchaser's
ownership before and after the Effective Time);
(iii) if a liability, the Imbalance Value, as
calculated in accordance with Schedule 6.8;
(iv) the amount of the Suspense Account Funds set
forth on Schedule 2.4(b); and
(v) any other amount agreed upon by the Parties.
2.5. Preliminary Settlement Statement. Sellers shall prepare and
deliver to Purchaser at least five Business Days before Closing a statement (the
"PRELIMINARY SETTLEMENT STATEMENT"): (a) setting forth the amount of each
adjustment estimated by Sellers in good faith to the Purchase Price to be made
under this Article 2, and (b) describing any adjustments that Sellers believe
cannot be estimated until after the Closing in accordance with Section 2.6.
2.6. Post-Closing Adjustments. Within 90 days after the Closing,
Purchaser shall prepare and deliver to Sellers, in accordance with this
Agreement and GAAP, a statement (herein called the "FINAL SETTLEMENT
STATEMENT"), setting forth each adjustment of the type described in Section 2.4
which was not taken into account or incorrectly estimated in determining the
Purchase Price at Closing or any adjustment under Section 3.4(b), in each case
showing the calculation of such adjustments. Within 30 days after receipt of the
Final Settlement Statement, Sellers shall deliver to Purchaser a written report
containing any changes that Sellers propose be made to the Final Settlement
Statement. The Parties shall undertake to agree to the amounts due pursuant to
such adjustments no later than 60 days after Sellers' receipt of the Final
Settlement Statement, and the date upon which such agreement is reached (or the
date of the Independent
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Accounting Firm's decision as provided below) is the "FINAL SETTLEMENT DATE."
Within 10 days of the Final Settlement Date, Purchaser or Sellers (as
applicable) will pay amounts due in accordance with the Final Settlement
Statement. If Sellers and Purchaser are unable to agree upon the Final
Settlement Statement within 60 days after Sellers' receipt of same, the Parties
will retain a nationally recognized independent public accounting firm agreed
upon by Purchaser and Sellers to audit the Final Settlement Statement and
determine any amounts due thereunder. The decision of the independent accounting
firm that conducts the audit will be binding on Purchaser and Sellers, and the
fees and expenses of the independent accounting firm will be borne one-half each
by Purchaser and Sellers. Within 10 days of the decision of the independent
accounting firm, Purchaser or Sellers (as applicable) will pay amounts due in
accordance with the audit. The Parties will, and will cause their
representatives to, cooperate and assist in the preparation of the Final
Settlement Statement and the conduct of the reviews and audits referred to in
this Section 2.6, including making available books, records and personnel as
required. The Final Settlement Statement will be the final determination of any
and all adjustments to the Purchase Price and allocation of the benefits of the
Partnership business (under Section 3.4) for all purposes under this Agreement,
other than (i) the adjustment for Taxes in Section 3.4(c); (ii) any payments
under Section 6.12 or 6.16; (iii) any indemnity payments under Article 8; and
(iv) accounts payable or accounts receivable incurred or accrued in the ordinary
course of business that are not paid or received as of the Final Settlement
Date.
2.7. Allocations. On or prior to the date that is one hundred and
twenty (120) days after the Closing Date, the Purchaser shall provide to the
Sellers the Purchaser's proposed allocation of the Purchase Price and any
Partnership liabilities treated as assumed or taken subject to by the Purchaser
in accordance with Section 1060 of the Code and the Treasury Regulations
promulgated thereunder. Within thirty (30) days after the receipt of such
allocation, the Sellers shall propose to the Purchaser any changes to such
allocation or otherwise shall be deemed to have agreed with such allocation. The
Sellers and the Purchaser shall cooperate in good faith to mutually agree to
such final allocation, and shall utilize such allocation in properly completing
Internal Revenue Service Forms 8594, and any other forms or statements required
by the Code, Treasury Regulations or the Internal Revenue Service, and any
corresponding provisions of applicable state income tax laws. The Purchaser and
the Sellers agree that they will not take, nor will they permit any Affiliate to
take, any position inconsistent with such allocation for any Tax purposes except
as may be required by law and except that (x) the Purchaser's cost may differ
from the total amount allocated by the Sellers to reflect the inclusion in the
Purchaser's total cost (for example, capitalized acquisition costs) not included
in the total amount so allocated by the Sellers, and (y) the amount realized by
the Sellers may differ from the amount allocated by the Purchaser to reflect
transaction costs that reduce the amount realized for federal income tax
purposes.
ARTICLE 3
CLOSING
3.1. Closing. The sale and delivery of the Interests to Purchaser,
the payment of the Purchase Price to Sellers, and the consummation of the other
respective obligations of the Parties contemplated by this Agreement will take
place at a closing (the "CLOSING"), which will be held at the offices of Hunton
& Williams LLP, 1601 Bryan Street, Suite 3000, Dallas, Texas 75201, at 9:00 a.m.
local time on the fifth Business Day following the satisfaction of all
conditions listed in
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Article 7 of this Agreement (provided, that if such fifth Business Day is
earlier than the 40th day after the date hereof, at the option of the Purchaser,
the Closing may be extended, but not beyond the 40th day after the date hereof),
or such other date as may be mutually agreed to in writing by the Parties (the
"CLOSING DATE"). Closing will be effective as of the Effective Time.
3.2. Deliveries By Sellers. At Closing, Sellers will deliver, or
cause to be delivered, the following to Purchaser:
(a) the Assignment of Partnership Interests attached as
Exhibit A, duly endorsed by each Seller;
(b) copies of any and all governmental and other third party
consents, waivers or approvals obtained by Sellers, if any, with respect to the
transfer of the Interests or the consummation of the transactions contemplated
by this Agreement;
(c) Sellers' closing certificates pursuant to Section 7.1(a)
and (b);
(d) certificates of existence for the Partnership as of the
most recent practicable date from the appropriate Governmental Entity of the
jurisdiction of formation and any jurisdiction in which it is qualified to do
business;
(e) Secretary or Assistant Secretary certificates of
incumbency for the officers of Sellers who sign on behalf of Sellers this
Agreement and any other documents to be entered into by Sellers pursuant hereto;
(f) an affidavit that satisfies the requirements of Section
1445(b)(2) of the Code (confirming that the Sellers, or as relevant, the
Affiliate or Affiliates of Sellers that are treated as selling the assets of the
Partnership for federal tax purposes, are not foreign persons for such
purposes); and
(g) the Transition Services Agreement attached as Exhibit B,
duly signed by ETC OLP.
3.3. Deliveries By Purchaser. At Closing, Purchaser will deliver, or
cause to be delivered, the following to Sellers:
(a) the Purchase Price payable in cash by wire transfer of
immediately available funds in accordance with Sellers' instructions;
(b) the Assignment of Partnership Interests attached as
Exhibit A, duly endorsed by Purchaser or one or more Affiliates of Purchaser as
provided in Section 10.1;
(c) copies of any and all governmental and other third party
consents, waivers or approvals obtained by Purchaser with respect to the
transfer of the Interests or the consummation of the transactions contemplated
by this Agreement;
(d) Purchaser's closing certificates pursuant to Section
7.2(a) and (b);
9
(e) Secretary or Assistant Secretary certificates of
incumbency for the officers of Purchaser who sign on behalf of Purchaser this
Agreement and any other documents to be entered into by Purchaser pursuant
hereto; and
(f) the Transition Services Agreement attached as Exhibit B,
duly endorsed by Purchaser.
3.4. Effect of Closing.
(a) Notwithstanding the Purchase Price adjustments described
in Section 2.4, Sellers are entitled to all operating revenues (and the proceeds
of all related accounts receivable) and are responsible for all operating costs
(excluding those Permitted Capital Expenditures under Section 1.1) and expenses
(including related accounts payable) attributable to the business of the
Partnership to the extent they relate to the period of time before the Effective
Time, all as determined under GAAP; provided that, (i) Purchaser is entitled to
any insurance proceeds paid to the Partnership or Sellers after the Effective
Time for claims made by the Partnership before the Effective Time, including any
claims made under Section 6.12 (except as provided therein); (ii) Purchaser is
responsible for any accounts payable giving rise to the Suspense Account Funds;
and (iii) Purchaser is entitled to any receivables and responsible for any
payables included in calculating the Imbalance Value. Notwithstanding the
Purchase Price adjustments described in Section 2.4, Purchaser is entitled to
all operating revenues (and the proceeds of all related accounts receivable) and
is responsible for all operating costs and expenses (including related accounts
payable) attributable to the business of the Partnership to the extent they
relate to the period of time at and after the Effective Time, all as determined
under GAAP. Notwithstanding the above, the operating expenses (other than
Permitted Capital Expenditures) incurred during, and operating revenues
attributable to, the month in which Closing occurs, in each case in the ordinary
course of business consistent with the Partnership's past practice, will be
prorated between Sellers and Purchaser for the month of Closing, with Sellers
being prorated the percentage equal to the number of days in the month before
the Closing Date divided by the number of days in that month, and Purchasers
being prorated the percentage equal to the number of days in the month after and
including the Closing Date divided by the number of days in that month. Expenses
incurred or revenues earned during the month in which Closing occurs that are
not both in the ordinary course and consistent with past practice will be borne
by or for the credit of Seller, if before Closing, and borne by or for the
credit of Purchaser, if after Closing.
(b) Sellers shall be entitled to receive (or to promptly
have paid over to it by Purchaser if received by Purchaser) and retain any and
all cash amounts (except insurance proceeds to which Purchaser is entitled under
Section 6.12), and shall be responsible for payment of any and all expenses and
costs, of the Partnership related to periods prior to the month of Closing.
Purchaser shall be entitled to receive (or to promptly have paid over to it by
Sellers if received by Sellers) and retain any and all cash amounts (except
insurance proceeds to which Sellers are entitled under Section 6.12), and shall
be responsible for payment of any and all expenses and costs, of the Partnership
related to the month of Closing and all subsequent periods.
(c) If any ad valorem, property and similar taxes and
assessments for the tax year in which the Closing occurs are determined after
the Closing to be more or less than the taxes and assessments for the preceding
tax year (after any appeal of the assessed valuation
10
thereof is concluded), the Sellers and the Purchaser promptly shall adjust the
proration of such taxes or assessments based on actual taxes or assessments paid
with respect to the tax year in which the Closing occurs, and the Sellers or the
Purchaser, as the case may be, shall pay to the other any amount required as a
result of such adjustment;
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLERS
As of the date hereof and as of the Closing Date, the Sellers represent
and warrant the following:
4.1. Organization. LG PL is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Texas. ETC OLP is a limited partnership duly organized and validly existing
under the laws of the State of Texas. The Partnership is a limited partnership
duly formed and validly existing under the laws of the State of Texas.
4.2. Power and Authority. Each Seller has sufficient entity power,
authority and capacity to sign and deliver this Agreement and to perform its
obligations hereunder. This Agreement has been duly signed and delivered by
Sellers and, assuming the due authorization, execution and delivery hereof by
Purchaser, constitutes the legal, valid and binding obligation of Sellers
enforceable against Sellers in accordance with its terms.
4.3. No Conflict. Except as disclosed in Schedule 4.3, neither the
entering into of this Agreement nor the completion of the transactions
contemplated hereby by Sellers will result in a violation of or default under:
(a) any of the provisions of the governing documents of Sellers; (b) any other
Contract to which either Seller is a party or by which either Seller is bound
(subject to any Schedule 4.3 Contracts to which either Seller is a party); or
(c) any Applicable Law. Except as set forth on Schedule 4.3, Sellers are not
required to give prior notice to, or obtain any consent, approval or
authorization of, any Governmental Entity, creditor or other Person in
connection with the execution or delivery of this Agreement or the consummation
of the transactions contemplated hereby.
4.4. Brokers. The Sellers and their agents have incurred no
obligation or liability, contingent or otherwise, for brokerage or finders' fees
or agents' commissions or other similar payment in connection with this
Agreement.
4.5. Litigation. There are no claims, actions, suits or proceedings
pending or, to Sellers' Knowledge, threatened against (a) Sellers that seek to
enjoin, restrict, limit or obtain monetary damages in respect of the execution
of this Agreement or Sellers' performance under this Agreement or (b) the
Partnership.
4.6. Interests. LG PL owns and has good and valid title to the GP
Interests, and ETC OLP owns and has good and valid title to the LP Interests, in
each case free and clear of any Liens or other restrictions or limitations
affecting its ability to transfer the Interests in accordance with the terms of
this Agreement, other than those contained in the Limited Partnership Agreement.
The Interests constitute all of the outstanding equity interests in the
Partnership. There are no warrants, options or purchase rights outstanding that
require the issuance of any
11
other Interests, or other Contract to issue any Interests (or any other equity
interests in the Partnership). Except for the partnership agreement of the
Partnership, neither LG PL nor ETC OLP is a party to any voting trusts, proxy or
other agreement or understanding with respect to the voting of any Interests
that will not terminate at Closing. None of the Interests were issued in
violation of any preemptive, first refusal or other subscription right of any
Person. To the Knowledge of the Sellers, none of the Interests were offered or
sold in violation of Applicable Laws.
4.7. Compliance with Laws. Subject to the specific representations
and warranties in this Agreement, which representations and warranties will
govern the subject matter thereof, to Sellers' Knowledge, the Partnership has
complied in all material respects with all Applicable Laws relating to the
conduct of the business of the Partnership, except for non-compliance that is
not reasonably expected to have a Material Adverse Effect.
4.8. Seller Tax Matters. Except as set forth on Schedule 4.8: (i)
Sellers have filed all Tax Returns required to be filed and have paid all Taxes
due as reflected on such Tax Returns; (ii) there is no action, suit,
investigation, audit or written claim or assessment pending, or to Sellers'
Knowledge, threatened, with respect to Taxes, the non-payment of which could
give rise to a Lien on the Interests; (iii) there is not in force any waiver of
any statute of limitations in respect of such Taxes, nor any outstanding request
for such waiver; (iv) there is not in force any extension of time for the
assessment or payment of any such Tax; (v) there are no Liens with respect to
Taxes on the Interests, except for Liens for Taxes not yet due; (vi) neither of
the Sellers is a "foreign person" within the meaning of Section 1445 of the
Code; and (vii) the Purchaser will not incur any liability as a successor or
transferee for Taxes owed by Sellers or any Affiliate of Sellers related to the
period before the Closing Date.
4.9. Partnership Tax Matters. Except as set forth on Schedule 4.9:
(i) the Partnership has filed all Tax Returns required to be filed by it and,
all such Tax Returns are true and correct in all material respects, and the
Partnership has paid in full all Taxes due; (ii) there is no action, suit,
investigation, audit or written claim or assessment pending, or to Sellers'
Knowledge, threatened, with respect to Taxes, the non-payment of which could
give rise to a Lien on the assets of the Partnership; (iii) there is not in
force any waiver of any statute of limitations in respect of such Taxes, nor any
outstanding request for such waiver; (iv) there is not in force any extension of
time for the assessment or payment of any such Tax; (v) there are no Liens with
respect to Taxes on the assets of the Partnership, except for Liens for Taxes
not yet due; (vi) all Taxes required to be withheld by the Partnership have been
collected and withheld and paid to the relevant governmental or taxing authority
as required; (vii) the Partnership has not at any time been the survivor or
successor by merger or conversion of another entity treated as a corporation for
federal tax purposes; (viii) since September 24, 2002, the Partnership has been
properly disregarded as an entity for federal tax purposes; and (ix) all of the
Partnership's assets have been properly listed and described on the property tax
rolls for all periods prior to the Effective Time and no portion of the
Partnership's assets constitutes omitted property for property tax purposes.
4.10. Affiliate Agreements. Except as set forth on Schedule 4.10, the
assets and properties of the Partnership are not the subject of or subject to
any Contract with an Affiliate of Sellers or any director or officer of Sellers.
12
4.11. No Debt; No Undisclosed Liabilities; No Subsidiaries. The
Partnership has no outstanding debt obligations for borrowed money required to
be reflected on a balance sheet prepared in accordance with GAAP or described in
the notes thereto, other than account payables incurred in the ordinary course
of business. The Partnership has no subsidiaries. To Sellers' Knowledge, the
Partnership has no liabilities that would be required by GAAP to be reflected on
a balance sheet of the Partnership, except for liabilities reflected or reserved
in the balance sheet of the Partnership set forth on Schedule 4.11 hereto and
current liabilities incurred in the ordinary course of business since the date
of the attached balance sheet (all of which will be the financial responsibility
of Sellers as provided in and subject to Section 3.4 of this Agreement).
4.12. Bank Accounts; Powers of Attorney. Schedule 4.12 sets forth (a)
the name of each financial institution with which the Partnership has borrowing
or investment agreements, deposit or checking accounts or safe deposit boxes,
(b) the types of those arrangements and accounts including the names in which
the accounts or boxes are held, the account or box numbers and the name of each
Person authorized to draw thereon or have access thereto and (c) the names of
all Persons, if any, holding powers of attorney (other than powers of attorney
incidental to commercial relationships entered into in the ordinary course of
business) from the Partnership and a summary statement of the terms thereof. No
Contract to which the Partnership is a party provides for the payment by the
counterparty to any bank account other than those set forth on Schedule 4.12.
4.13. Contracts. Except as set forth on Schedule 4.13, the Partnership
is not a party to or bound by (i) any partnership, joint venture or limited
liability company agreement, (ii) any agreement relating to the acquisition or
disposition of any business (whether by merger, sale of stock, sale of assets or
otherwise), (iii) any agreement that limits in any material respect the ability
of the Partnership to compete in any line of business or with any Person, (iv)
any Contract with a Governmental Entity (other than any Permits), or (v) any
Material Contract. The Partnership has provided or made available to Purchaser
true and correct copies of each Contract listed in Schedule 4.13 and each
amendment thereto executed by the Partnership. The Partnership is not in breach
or default in the performance of its duties or obligations under any Contract
listed in Schedule 4.13, where such breach or default, individually or in the
aggregate, is reasonably expected to have a Material Adverse Effect. Each
Contract listed in Schedule 4.13 is in full force and effect against, and
constitutes the enforceable obligations of, the Partnership and, to the Sellers'
Knowledge, the other parties thereto.
4.14. Intellectual Property. The Partnership has not received any
written notice asserting that, and, to the Sellers' Knowledge, there is no
reason to believe that, the conduct of the business of the Partnership infringes
upon or violates any Intellectual Property of any Person, except for any
infringement or violation that could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Schedule 4.14 lists
all software licenses and patents used in the conduct of the Partnership's
business, other than programs existing on any personal computers owned by the
Partnership, back office accounting software or otherwise generally available
off-the-shelf software. The Partnership owns or has a license to use the
software listed on Schedule 4.14(a).
4.15. Insurance Coverage. Schedule 4.15 sets forth a list of all
insurance policies and fidelity bonds currently in effect providing insurance
coverage to the Partnership with respect to
13
the assets, business, operations, employees, officers or directors of the
Partnership. There is no claim by the Partnership pending under any such
policies or bonds to which coverage has been denied by the underwriters or
issuers of such policies or bonds nor has any denial of coverage or reservation
of rights notice been given by any such underwriter and issuer with respect to a
claim that is still pending. All premiums due under such policies and bonds have
been timely paid and the Partnership has otherwise complied in all material
respects with the terms and conditions of all such policies and bonds. To
Sellers' Knowledge, such policies of insurance and bonds are in full force and
effect. To Sellers' Knowledge, there is no threatened termination of, or
material alteration of coverage under, any such policies and bonds.
4.16. Permits. To Sellers' Knowledge, the Partnership holds all of the
Permits required under Applicable Law for the Partnership's business and
operations as presently conducted. Except as set forth in Schedule 4.16, (i) to
Sellers' Knowledge, the Permits are valid and in full force and effect, (ii) the
Partnership has not received any notice that any Governmental Entity intends to
cancel, terminate or not renew any such Permit, and (iii) the Partnership is not
in default under and no condition exists that with or without the giving of
notice or the passage of time, or both, would constitute a default under, any
such Permit, except for any defaults or conditions that do not, and are not
reasonably expected to have, a Material Adverse Effect.
4.17. Hedging. Except as set forth on Schedule 4.17, the Partnership
is not engaged in any natural gas or other futures or options trading in respect
of which it has any material future liability, or a party to any swaps, hedges,
futures or similar instruments.
4.18. Regulatory Matters.
(a) Neither the Partnership nor any portion of its assets is
subject to the jurisdiction of the Federal Energy Regulatory Commission under
the Natural Gas Act of 1938.
(b) The Partnership is not (i) a "public utility company", a
"holding company" or a "subsidiary company" of a "holding company" or (ii) to
the Sellers' Knowledge, an "affiliate" of a "holding company", in each case
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.
4.19. Environmental Matters. Except as set forth on Schedule 4.19: (i)
neither the Sellers nor the Partnership has received any notice of alleged
violation of or potential liability under applicable Environmental Laws relating
to the Partnership or its properties or operations; (ii) the Partnership is not
subject to any unresolved proceeding, or to Sellers' Knowledge, any
investigation or inquiry, initiated by any Governmental Entity pursuant to
applicable Environmental Laws; (iii) all environmental reports prepared by or at
the direction of Sellers or, to Sellers' Knowledge, by the Partnership, and all
correspondence between the Partnership and any Governmental Entity addressing
potentially material environmental matters, as well as all other environmental
documents and records maintained in the ordinary course of business or otherwise
required to be maintained by applicable Environmental Laws, have been made
available for review by Purchaser; (iv) to Sellers' Knowledge, the Partnership
and its properties and operations are and, within any unexpired statute of
limitations period, have been in compliance with applicable Environmental Laws;
(v) to Sellers' Knowledge, the properties owned, leased, operated, or occupied
by the Partnership are not subject to any unfulfilled remedial obligation
imposed under applicable Environmental Laws, and the Partnership is not subject
to any unfulfilled
14
remedial obligations at any other property not owned, leased, operated, or
occupied by the Partnership; (vi) to Sellers' Knowledge, the Partnership
possesses all Permits required under applicable Environmental Laws for its
operations as presently conducted, and all such Permits are in full force and
effect; and (vii) to the Knowledge of Sellers, there has been no exposure of any
Person or property to any Hazardous Materials in connection with the properties
or operations of the Partnership that is reasonably expected to result in a
claim for damages or compensation.
4.20. Employee Matters.
(a) The Partnership does not now have, and has never had,
any employees. Schedule 4.20(a) sets forth a complete and accurate list of the
name, current compensation, and date of hire of each current employee of Sellers
or their Affiliates (other than the Partnership) whose duties relate primarily
to the business of the Partnership (the "PARTNERSHIP WORKFORCE"). The
Partnership Workforce includes the individuals identified in Schedule 4.20(a) as
the "Field Employees" and the "General Office Employees".
(b) With respect to the Partnership Workforce, there is no
labor strike, dispute, slowdown, or stoppage actually pending or, to Sellers'
Knowledge, threatened. No collective bargaining agreement determines the terms
and conditions of employment of any individual included in the Partnership
Workforce and no collective bargaining agreement relating to the Partnership
Workforce or any part thereof is currently being negotiated. With respect to the
Partnership Workforce, no claims, lawsuits, petitions, charges, investigations,
complaints, proceedings, suits, demands or actions before any Governmental
Entity or arbitrator are pending or, to Sellers' Knowledge, threatened against
any of Sellers and their Affiliates with respect to employment and employment
practices, terms and conditions of employment, and wages and hours. To Sellers'
Knowledge, there is no effort currently underway to organize the Partnership
Workforce or any part thereof.
(c) Schedule 4.20(c) sets forth a list or description of
each material "employee benefit plan" within the meaning of Section 3(3) of
ERISA, in which any individual included in the Partnership Workforce is a
participant (collectively, the "BENEFIT PLANS"). Except as set forth in Schedule
4.20(c), the Benefit Plans are in compliance with all applicable requirements of
ERISA, the Code, and other applicable laws and have been administered in
accordance with their terms and such laws, in each case in all material
respects. Except as set forth in Schedule 4.20(c), there are no pending or, to
Sellers' Knowledge, threatened claims involving any individual included in the
Partnership Workforce and no pending or, to Sellers' Knowledge, threatened
litigation involving any individual included in the Partnership Workforce with
respect to any of the Benefit Plans, other than ordinary and usual claims for
benefits by participants and beneficiaries. None of Sellers, the Partnership and
the other Affiliates of Sellers has entered into an employment, severance,
change in control or similar agreement with any individual included in the
Partnership Workforce.
(d) Effective immediately prior to the Closing Date, the
Partnership (i) shall have withdrawn from the Benefit Plans and all other
employee benefit plans and compensation plans, programs or arrangements (written
or oral, terminated or active) sponsored, maintained,
15
contributed to, or required to be contributed to by Sellers, any Affiliate of
Sellers or any corporation, trade, business or entity under common control with
the Partnership (within the meaning of Section 414 (b), (c), (m) or (o) of the
Code or Section 4001 of ERISA) or with respect to which Sellers, any Affiliate
of Sellers or any such corporation, trade, business or entity has any liability
(whether accrued, contingent, secondary or otherwise) ("BENEFIT ARRANGEMENTS")
and (ii) shall have transferred sponsorship of all Benefit Arrangements
maintained or sponsored by the Partnership to Sellers or another Affiliate of
Sellers. On the Closing Date, the Partnership shall not have any liability or
obligation (whether accrued, contingent, secondary or otherwise) to, based upon
or arising out of any Benefit Arrangement (whether arising under Title IV of
ERISA or otherwise) or the employment relationship of any employee with Sellers
and their Affiliates.
4.21. Title to Property. Schedule 4.21 lists all of the material items
of real property (including easements, rights of way and railroad crossings) and
material items of tangible personal property used in the conduct of the
Partnership's business. The Partnership (a) owns the personal property included
on Schedule 4.21 and acquired on or prior to October 1, 2002 free and clear of
all Liens other than Permitted Liens, by, through and under the Partnership or
Sellers but not otherwise, (b) owns good and valid title to the personal
property included on Schedule 4.21 and acquired after October 1, 2002 free and
clear of all Liens other than Permitted Liens, and (c) warrants title to the
real property included on Schedule 4.21 by, through and under the Partnership or
Sellers but not otherwise, other than Permitted Liens.
4.22. Throughput Data and Information. Attached hereto as Schedule
4.22 are historical throughput data and information for the calendar years 2003
and 2004 relating to the Partnership's business. To Sellers' Knowledge, such
throughput data and information are accurate and complete in all material
respects with respect to the information for each calendar year period, without
representation as to any specific monthly volume. To Sellers' Knowledge,
subsequent to such period, there have been no material adverse changes in the
volumes of natural gas gathered, processed and treated by the Partnership.
4.23. No Representations or Warranties Implied. EXCEPT AS EXPRESSLY
SET FORTH IN THIS ARTICLE 4, OR ELSEWHERE IN THIS AGREEMENT, SELLERS HAVE NOT
MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR
FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY,
ADEQUACY OR CONDITION OF THE INTERESTS, THE BUSINESS OR THE PARTNERSHIP ASSETS,
(B) THE INCOME TO BE DERIVED FROM THE INTERESTS, THE BUSINESS OR THE PARTNERSHIP
ASSETS, (C) THE SUITABILITY OF THE PARTNERSHIP ASSETS FOR ANY ACTIVITIES OR USES
WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE INTERESTS,
THE BUSINESS OR THE PARTNERSHIP ASSETS OR THEIR OPERATION WITH ANY LAWS, RULES,
ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL ENTITY, (E) THE HABITABILITY,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR USE OR
PURPOSE OF THE INTERESTS, THE BUSINESS OR THE PARTNERSHIP ASSETS, OR (F) ANY
OTHER MATTER WITH RESPECT TO
16
THE INTERESTS, THE BUSINESS OR THE PARTNERSHIP ASSETS. EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES AND AGREES
THAT IT IS ACQUIRING THE INTERESTS AND ACCEPTING THE PARTNERSHIP ASSETS ON AN
"AS IS, WHERE IS" CONDITION AND BASIS "WITH ALL FAULTS."
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PURCHASER
As of the date hereof and as of the Closing Date, Purchaser represents
and warrants the following:
5.1. Organization. Purchaser is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of Delaware.
5.2. Power and Authority. Purchaser has sufficient partnership power
and authority to sign and deliver this Agreement and to perform its obligations
hereunder. This Agreement has been duly authorized, executed and delivered by
Purchaser and, assuming the due authorization, execution and delivery hereof by
Sellers, constitutes the legal, valid and binding obligation of Purchaser
enforceable against Purchaser in accordance with its terms.
5.3. No Conflict. Neither the entering of this Agreement nor the
completion of the transactions contemplated hereby by Purchaser will result in a
violation of or default under: (a) any of the provisions of the governing
documents of Purchaser; (b) any Contract to which Purchaser is a party or by
which Purchaser is bound; or (c) any Applicable Law. Except as set forth in
Schedule 5.3, Purchaser is not required to give prior notice to, or obtain any
consent, approval or authorization of, any Governmental Entity, creditor or
other person in connection with the execution or delivery of this Agreement or
the consummation of the transactions contemplated hereby.
5.4. Litigation. There are no claims, actions, suits or proceedings
pending or, to Purchaser's Knowledge, threatened against Purchaser that restrict
or limit the execution of this Agreement or Purchaser's performance under this
Agreement.
5.5. Brokers. The Purchaser and its agents have incurred no
obligation or liability, contingent or otherwise, for brokerage or finders' fees
or agents' commissions or other similar payment in connection with this
Agreement for which Sellers will have responsibility after Closing.
5.6. Financial Capacity. Purchaser has (or will have at Closing)
sufficient funds to close the transactions contemplated herein, and this
Agreement is not subject to Purchaser's ability to obtain financing from any
other party.
5.7. Purchase for Own Account. The Interests to be acquired by
Purchaser pursuant to the terms of this Agreement are being and will be acquired
for Purchaser's own account and with no intention of distributing or reselling
such Interests or any part thereof in any transaction that would be in violation
of the securities laws of the United States of America, or any state therein. If
Purchaser should in the future decide to dispose of any part of the Interests,
Purchaser
17
understands and agrees that it may do so only in compliance with the applicable
federal and state securities laws, as then in effect. Purchaser, together with
its directors and executive officers and advisors, is familiar with investments
of the nature of the Interests, understands that this investment involves
substantial risks, has adequately investigated the Interests, and has
substantial knowledge and experience in financial and business matters such that
it is capable of evaluating, and has evaluated, the merits and risks inherent in
purchasing the Interests, and is able to bear the economic risks of such
investment.
5.8. Investigation and Evaluation. Purchaser acknowledges that: (a)
Purchaser is experienced in the operation and/or evaluation of the type of
business conducted by the Partnership; (b) Purchaser and its directors,
officers, attorneys, accountants and advisors, have been given the opportunity
to examine to the full extent deemed necessary and desirable to Purchaser all
records and other information with respect to the Partnership, the Interests,
the business of the Partnership, and the Partnership assets; (c) Purchaser has
taken, and hereby takes, full responsibility for determining the scope of its
investigations of the Partnership, the Interests, the business of the
Partnership, and the Partnership assets and the manner in which such
investigations have been conducted, and has examined the Partnership, the
Interests, the business of the Partnership, and the Partnership assets to its
full satisfaction; (d) Purchaser is fully capable of evaluating the adequacy and
accuracy of the information obtained by Purchaser in the course of such
investigations; and (e) Purchaser has not relied, and will not rely, on Sellers,
the Partnership, or any of their respective officers, directors, employees,
agents and advisors, with respect to any matter in connection with the
Purchaser's evaluation of the Partnership, the Interests, the business of the
Partnership, and the Partnership assets, other than the representations and
warranties of Sellers specifically set forth in this Agreement.
5.9. No Knowledge of Sellers' Breach. To Purchaser's Knowledge, there
is no breach of any representation or warranty made by Sellers or of any other
condition or circumstance that would excuse Purchaser from the timely
performance of its obligations hereunder. Purchaser shall notify Sellers as
promptly as practicable if any such information comes to its attention prior to
Closing.
5.10. Financing Commitment. Purchaser has obtained the financing
commitment attached hereto as Exhibit C (the "FINANCING COMMITMENT"). To
Purchaser's Knowledge, there are no facts or circumstances that will prohibit,
or are reasonably expected to prohibit, funding in accordance with the Financing
Commitment.
ARTICLE 6
COVENANTS
6.1. Continued Conduct of Business. Between the date hereof and the
Closing Date, Sellers agree that:
(a) The Partnership shall conduct its business and maintain
its books, accounts and records only in the usual and ordinary course consistent
with past practice (including maintaining the Partnership's Permits), except
that Sellers will have the right, at any time prior to Closing, to distribute
cash or cash equivalents received or held by the Partnership to Sellers or
Sellers' Affiliates;
18
(b) Except with prior written authorization from Purchaser,
the Partnership shall not: (i) except as set forth in Section 6.14, sell or
transfer any assets of the Partnership with a value in excess of $20,000, except
natural gas or other liquid hydrocarbon sold in the ordinary course of business
and in compliance with Section 6.1(g); (ii) except as set forth on Schedule 6.1,
enter into any leases, contracts or commitments that require the payment or
receipt of more than $50,000 United States Dollars, except for contracts entered
into in the ordinary course of business and which may be terminated without
penalty with no more than 30 days notice, and which provide for the receipt or
delivery of less than 200 MMBtu/day of natural gas or its equivalent; (iii)
enter into any mortgage, pledge or other encumbrance on any assets of the
Partnership; (iv) borrow or loan any funds; (v) amend or terminate any material
Permit or Material Contract; (vii) enter into any merger or consolidation with
any Person; (viii) commit the Partnership to make any capital expenditures in
excess of the Permitted Capital Expenditures; or (ix) engage in any new line of
business;
(c) The Partnership must not incur any obligations or
liabilities other than those authorized herein or those that are usual and
normal in the ordinary course of business, consistent with past practice;
(d) Sellers and their Affiliates shall not terminate the
employment of any individual included in the Partnership Workforce other than
for cause;
(e) Sellers and their Affiliates shall not (i) other than
scheduled salary increases made in the ordinary course of business consistent
with past practices, increase compensation payable or that could become payable,
directly or indirectly, to any individual included in the Partnership Workforce
or (ii) increase benefits under, or adopt any bonus, insurance, pension or other
employee benefit plan payment or arrangement for or with any individual included
in the Partnership Workforce, all except as in the usual and ordinary course
consistent with past practice, or otherwise amend any such plan, payments or
arrangements, all except as required by applicable laws;
(f) The Partnership shall continue to pursue the capital
projects identified on Schedule 1.1(b) in the ordinary course of business
consistent with the Partnership's past practices; and
(g) The Partnership shall continue to market natural and
other liquid hydrocarbons in the ordinary course of business consistent with
past practice; provided, however, that, without Purchaser's prior consent, the
Partnership shall not market any natural gas or liquid hydrocarbons for any
period that extends beyond the end of the month in which the Closing occurs
(unless the Closing occurs after the 25th calendar day of any month, in which
event such marketing may extend to the end of the month immediately following
the month in which the Closing occurs).
6.2. Disclosure of Breaches. Sellers and Purchaser shall promptly
notify the other Party of the occurrence of any event or condition that could
reasonably be expected to adversely affect the ability of any Party to perform
fully the transactions contemplated by this Agreement or to make either Party's
representations and warranties set forth in this Agreement not be true and
correct at Closing.
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6.3. Employees. Prior to the Closing Date, (i) Purchaser shall extend
an offer of employment to each individual identified on Schedule 4.20(a) as a
"Field Employee;" and (ii) Purchaser may, in its sole discretion, extend an
offer of employment to each individual identified on Schedule 4.20(a) as a
"General Office Employee;" provided, however, that any such offer of employment
shall be conditioned upon Closing and the satisfactory results of any background
checks, drug testing and/or medical examinations that Purchaser determines to be
required by Applicable Laws. All offers must be for employment with Purchaser in
positions comparable to those held by such employees immediately prior to the
Closing Date, with initial base wages or base salaries that are no less
favorable than the base wages or base salaries provided to those employees
immediately before the Closing Date. All offers must also provide that such
employees be eligible to participate in the employee benefit plans and programs
of Purchaser on substantially the same basis as similarly situated employees of
Purchaser or Purchaser's Affiliates. The term "TRANSFERRED EMPLOYEE" as used in
this Agreement means each individual of the Partnership Workforce who is offered
and accepts employment with Purchaser and who actually becomes employed by
Purchaser. The date of hire by Purchaser for each individual who accepts an
employment offer from Purchaser pursuant to this Section and who actually
becomes employed by Purchaser in accordance with such offer shall be on the
later of the Closing Date or the date such individual, if not actively at work
on the Closing Date for any reason, excluding vacation, jury duty or similar
approved absence or regularly scheduled days off, returns to active employment
with Purchaser, provided such individual returns within 90 days of the Closing
Date. For a period of one year after the Closing Date, Purchaser agrees not to
terminate any of the Transferred Employees (other than for cause) or decrease
their base wages or base salaries. Between the date hereof and the Closing Date,
Sellers and their Affiliates shall provide Purchaser with reasonable access to
the individuals included in the Partnership Workforce. Sellers and their
Affiliates shall not take any action to discourage any individual identified as
a Field Employee on Schedule 4.20(a) from accepting an offer of employment from
Purchaser and will not increase the wages, salary or benefits of any individual
included in the Partnership Workforce to discourage such individual from
accepting an offer of employment from Purchaser.
6.4. Removal of Marks. All rights to the name "Energy Transfer,"
"ETC," and any derivative thereof are expressly retained by Sellers and their
Affiliates (the "ENERGY TRANSFER MARKS"), and the Partnership has no rights
thereto after Closing. Within one hundred twenty (120) days after Closing,
Purchaser shall: (a) remove all marks on signs and other markers from any of the
assets or properties of the Partnership bearing the name "Energy Transfer" or
"ETC" or any derivative thereof; and (b) change the name of the Partnership.
6.5. Regulatory Filings.
(a) Purchaser and Sellers will take all commercially
reasonable actions necessary or desirable, and proceed diligently and in good
faith and use all commercially reasonable efforts, as promptly as practicable to
obtain all consents, approvals or actions of, to make all filings with, and to
give all notices to, Governmental Entities required to accomplish the
transactions contemplated by this Agreement.
(b) This Agreement is subject in all respects to and
conditioned upon compliance by the Parties with the HSR Act, to the extent that
the HSR Act is applicable to the transactions contemplated by this Agreement.
The Parties shall make any filings required under
20
the HSR Act within five Business Days after the date hereof and provide such
information to the Federal Trade Commission as is required in connection with
the HSR Act as soon as practicable after a request therefor.
(c) Notwithstanding any provision herein to the contrary,
each of the Parties will: (i) comply as expeditiously as possible with all
lawful requests of Governmental Entities for additional information and
documents pursuant to the HSR Act, (ii) not (A) extend any waiting period under
the HSR Act or (B) enter into any voluntary agreement with any Governmental
Entity not to consummate the transactions contemplated by this Agreement, except
with the prior consent of the other Party, and (iii) cooperate with each other
and use all reasonable efforts to obtain the requisite approval of the Federal
Trade Commission and the United States Department of Justice.
(d) Purchaser will be responsible for paying 100% of the
filing fees required with respect to any filing under the HSR Act.
(e) To the extent that any Permits held by the Partnership
under any Environmental Laws or any other Applicable Laws (including any
Applicable Laws administered by the FCC) are required to be transferred,
reissued or confirmed as a result of the transactions contemplated hereby,
Sellers shall use its commercially reasonably efforts to: (i) cooperate with the
Purchaser in filing any notifications, forms, letters or other documents, with
the applicable Governmental Entity as may be required by statute or regulation
within the time frames prescribed therein, (ii) provide promptly to the
applicable Governmental Entity such information and other documentation that
they may reasonably request and (iii) transfer or reissue any Permits that are
necessary to the continued operation of the businesses of the Partnership,
including any actions that are required post Closing.
6.6. Schedules. The Parties agree and acknowledge that the Schedules
in this Agreement may be incomplete or subject to revision prior to the Closing.
The Parties will cooperate and work in good faith to complete and update such
Schedules in a manner consistent with the requirements of this Agreement. For
purposes of determining whether Purchaser's conditions set forth in Section 7.1
or the Sellers' conditions set forth in Section 7.2 have been fulfilled, the
Schedules shall be deemed to include only the information contained therein on
the date of this Agreement and shall be deemed to exclude all information
contained in any update, supplement or amendment thereto to the extent such
information relates to periods prior to the dates of the Schedules attached to
this Agreement when signed and delivered; provided, however, that if as a result
of the matters disclosed on such update, supplement or amendment, Purchaser's
conditions set forth in Section 7.1 or Sellers' conditions set forth in Section
7.2, as applicable, are not satisfied, but Purchaser waives or Sellers waive
such conditions and the Closing occurs, then all matters disclosed by either
Party pursuant to any such update, supplement or amendment at or prior to the
Closing shall be deemed to be matters of which the opposite Party had Knowledge
for purposes of Section 6.7.
6.7. Closing Over Breaches or Unsatisfied Conditions. If Sellers or
Purchaser elect to proceed with the Closing with Knowledge of any failure of any
condition to be satisfied in its favor, the condition that is unsatisfied at the
Closing Date and the underlying breach of the representation, warranty or
covenant which resulted in the failure of the condition to be satisfied
21
(if applicable) will be deemed waived by such Party and such Party will be
deemed to fully release and forever discharge the other Party on account of any
and all claims, demands or charges, known or unknown, with respect to the same.
6.8. Imbalances. Schedule 6.8 sets forth the actual amounts of the
Imbalance Payables and the Imbalance Receivables as of the date set forth in
such schedule. Sellers agree to cause the Partnership to use commercially
reasonable efforts to minimize the amount of the Imbalance Payables and the
Imbalance Receivables outstanding as of the Effective Time. Sellers will make a
good faith estimate of the Imbalance Payables and the Imbalance Receivables as
of the date five Business Days before Closing and will update Schedule 6.8 to
reflect such estimate. The net amount of the Imbalance Payables and the
Imbalance Receivables set forth in the final Schedule 6.8 will be cashed out as
between Sellers and Purchaser based upon the formula set forth in Schedule 6.8
and identified as the "Imbalance Cash Out Formula" (the "IMBALANCE VALUE"). The
Purchase Price will be adjusted by the Imbalance Value in accordance with
Section 2.4.
6.9. Further Actions. Each of the Purchaser, the Sellers and the
Partnership shall execute and deliver such instruments and take such other
actions as may reasonably be required to (a) carry out the intent of this
Agreement and (b) consummate the transactions contemplated hereby. In addition,
(i) at or prior to the Closing, Sellers shall terminate any authorizations and
powers of attorney regarding the Partnership or its business in favor of any
Person other than a Transferred Employee and shall cause the Partnership to
terminate (and to obtain mutual releases with respect to any liabilities and
obligations under) any Contracts with Sellers or any of their respective
Affiliates other than items 1 and 2 on Schedule 6.9 and (ii) effective as of the
Closing, Sellers shall cause the Partnership to have no right or responsibility
with respect to any of the types of obligations described in Section 4.17.
6.10. Access to Information; Cooperation.
(a) From the date hereof until the Closing Date, Sellers
will (i) give, and will cause the Partnership to give, Purchaser, its counsel,
financial advisors, auditors and other authorized representatives reasonable
access during normal business hours to the offices, properties, assets, books,
records and other documents of the Partnership and to the books and records of
the Sellers relating to the Partnership (provided, however, that the Purchaser
shall not be entitled to conduct any environmental testing or sampling on or at
any properties or Facilities of the Partnership without the prior written
consent of the Sellers (which consent may be withheld in Sellers' sole
discretion), (ii) furnish, and will cause the Partnership to furnish, to
Purchaser, its counsel, financial advisors, auditors and other authorized
representatives such financial and operating data and other information prepared
by Sellers or the Partnership in the ordinary course of business and relating to
the Partnership as such person may reasonably request, and (iii) permit
Purchaser to make such inquiries of such persons having business relationships
with the Partnership (including suppliers, licenses and customers) as Purchaser
shall reasonably determine (provided that such inquiries are coordinated with
Sellers, and Sellers are given the opportunity to have a representative
participate with the Purchaser), and Sellers will cooperate fully, and will
cause the Partnership to cooperate fully, with Purchaser in connection
therewith. Any investigation pursuant to this Section 6.10 shall be conducted in
such manner as not to interfere unreasonably with the conduct of the business of
Sellers or the Partnership. No investigation by Purchaser or other information
received by Purchaser shall
22
operate as a waiver or otherwise affect any representation, warranty, covenant
or agreement given or made by Sellers or the Partnership hereunder.
(b) Promptly following Closing, Sellers will provide
representatives of Purchaser, at no cost or expense to Sellers, with assistance
and access to data during normal business hours, including accounting and other
books and records of the Partnership and Sellers (to the extent related to the
Partnership) and appropriate personnel of Sellers and Sellers' Affiliates,
reasonably required by Purchaser to enable Purchaser to prepare for the
Partnership: (i) an audited balance sheet and related statements of income and
cash flows for each of its three most recent fiscal years, or (ii) other
financial statements. Sellers agree to authorize Purchaser's independent
auditors access to the Partnership's working papers. However, it is expressly
agreed that no Purchaser representative, including the independent auditors
engaged by Purchaser as contemplated by this Section 6.10(b), will have access
to any unpublished accounting information or working papers other than those of
the Partnership.
6.11. Notices of Certain Events. Each Party shall promptly notify the
other Party of:
(a) any notice or other communication from any Person
alleging that the consent of such Person is or may be required in connection
with the transactions contemplated by this Agreement;
(b) any notice or other communication from any Governmental
Entity in connection with the transactions contemplated by this Agreement;
(c) any written notice or threat of the cancellation of any
insurance policy maintained on behalf of the Partnership or any denial of
coverage or reservation of rights notice received with respect to any claim for
which insurance is or may be available;
(d) any actions, suits, claims, investigations or
proceedings commenced, or, to either Party's Knowledge, threatened against, or
relating to or involving or otherwise affecting Sellers, Purchaser or the
Partnership that, if pending on the date of this Agreement, would have been
required to have been disclosed under this Agreement; and
(e) any damage, destruction, loss or casualty (whether or
not covered by insurance) or any other event that would have a material effect
on the business of the Partnership.
6.12. Casualty Loss. In the event any assets of the Partnership are
lost, damaged or destroyed by fire, flood, storm or other casualty or taken in
condemnation prior to the Closing Date, and the monetary value of such loss,
damage, destruction or taking ("CASUALTY LOSS") is less than $2 million (without
regard to insurance coverage), then the Casualty Loss will not affect Closing or
the Purchase Price, and Purchaser will be entitled to receive (and Sellers will
assign any of their respective rights to) any insurance proceeds paid or payable
with respect to the Casualty Loss. If the Casualty Loss is $2 million or more
(without regard to insurance coverage), the Purchase Price shall be reduced by
an amount equal to the amount of such Casualty Loss, and the Partnership shall
assign to Sellers if necessary and Sellers shall be entitled to receive or
retain any insurance and/or condemnation payable in connection therewith.. In
addition to the foregoing right, if the sum of the Casualty Loss and the net
present value of any
23
lost net revenues that is reasonably expected to be suffered by the Partnership
from and after the Closing as a result of such Casualty Loss exceeds $10
million, either Party may terminate this Agreement pursuant to Section 9.1.
6.13. Insurance. Effective at Closing, Sellers may terminate or cause
the Partnership to terminate all insurance coverage on the Partnership or its
assets (the "PARTNERSHIP INSURANCE POLICIES"), and Purchaser is solely
responsible to provide any insurance coverage from and after the Closing Date.
Any premiums returned to Sellers or the Partnership related to periods after
Closing will be paid to Purchaser. Nothing in this Section will terminate
coverage with respect to any claims made under the Partnership Insurance
Policies before Closing.
6.14. Excluded Assets. Before Closing, Sellers shall cause the
Partnership to assign all right, title and interest in and to the assets and
properties listed on Schedule 6.14 to this Agreement (the "EXCLUDED ASSETS") to
Sellers or one of Sellers' Affiliates. Notwithstanding anything to the contrary
contained in this Agreement, the transactions contemplated by this Agreement
exclude the Excluded Assets.
6.15. Books and Records. At Closing, Sellers shall deliver to
Purchaser or cause to be present at the Facilities, originals of the
Partnership's partnership agreement and any company records related to the
Partnership. Within a reasonable period (not to exceed 90 days) after the
Closing Date, Sellers shall deliver to Purchaser all originals of any other
books, logs, records, documents and data of the Partnership or the Sellers and
its Affiliates, to the extent relating solely or primarily to the Partnership or
the Facilities and not delivered pursuant to the preceding sentence, as well as
copies of all books, logs, records, documents and data of the Sellers and its
Affiliates that relate to the Partnership or the Facilities and do not relate
solely to the Sellers or such Affiliates (any information not relating to the
Partnership or the Facilities may be redacted), as applicable.
6.16. Title Review.
(a) Within the Defect Examination Period (as defined below),
Purchaser may conduct a review of the Partnership's title to the real property
interests described in Schedule 4.21 or used in the conduct of the Partnership's
business (the "REAL PROPERTY INTERESTS"), and assert "Title Defects" as defined
below against Sellers, in accordance with the procedures set forth in this
Section 6.16. As used in this Section 6.16, "Title Defect" means any title gap,
Lien (other than a Permitted Lien) or failure to grant the rights currently used
by the Partnership, in, upon or against the Partnership's title to the Real
Property Interests that would cause the Partnership not to have good and
marketable title to such Real Property Interests or not to be able to use such
Real Property Interests for the Partnership's business as currently conducted.
The foregoing notwithstanding, any defect in title, title gap, Lien, or failure
to grant the rights currently used by the Partnership, with respect to an
easement or right-of-way, will not constitute a Title Defect if the defect,
title gap, Lien or failure to grant the rights currently used by the Partnership
does not and is not reasonably likely to prohibit or interfere with the use
thereof in accordance with past practice.
(b) Prior to the expiration of the Defect Examination
Period, Purchaser shall furnish to Sellers written notice(s) (each, a "DEFECT
NOTICE") specifying in reasonable detail each
24
matter which, in Purchaser's opinion, constitutes a Title Defect (including any
and all reasonable supporting documentation), and which Purchaser wishes to
assert as a Title Defect hereunder, together with the costs that Purchaser, in
good faith, estimates to be the costs necessary to cure or remediate the
described Title Defects (each a "DEFECT AMOUNT"). The "DEFECT EXAMINATION
PERIOD" shall mean the period commencing on the date hereof and ending 40 days
after such date or 2 Business Days before Closing, if earlier. Any Title Defects
not asserted by Purchaser on or before the expiration of the Defect Examination
Period in accordance with this Section 6.16 shall be deemed conclusively to be
waived. Sellers shall have no liability for any Defect Amount until and unless
the sum of all Defect Amounts exceeds $250,000 (the "TITLE THRESHOLD") and then
only to the extent that such sum exceeds the Title Threshold.
(c) If the sum of all Defect Amounts asserted by Purchaser
exceeds $5,000,000, Sellers may terminate this Agreement pursuant to Section
9.1. If the sum of all Defect Amounts asserted by Purchaser is good faith
exceeds $10,000,000, Purchaser may terminate this Agreement pursuant to Article
9.
(d) Sellers shall provide a written response to Purchaser
within 15 days following the expiration of the Defect Examination Period
stating, with respect to each Title Defect asserted in the Defect Notice(s),
whether or not Sellers agree: (a) that the alleged Title Defect constitutes a
Title Defect under the terms of this Agreement; and (b) that Purchaser's
estimate of the Defect Amount attributable to each Title Defect asserted by
Purchaser is acceptable to Sellers (the "RESPONSE NOTICE"). If Sellers disagree
with Purchaser's assertion of the existence of a Title Defect or the Defect
Amount with respect thereto, Sellers' Response Notice shall also specify in
reasonable detail Sellers' grounds for such disagreement, the Defect Amount
estimated in good faith by Sellers therefor, or both, as the case may be. If
Sellers do not include in their Response Notice an objection to a Title Defect
or to the Defect Amount, or if Sellers' Response Notice agrees that the alleged
Title Defect constitutes a Title Defect under the terms of this Agreement and
that Purchaser's estimate of the Defect Amount is acceptable, then that Defect
Amount shall be the amount taken into consideration under this Section 6.16,
regardless of the costs that Purchaser in fact incurs in curing that Title
Defect. Sellers and Purchaser will attempt in good faith to resolve any
disagreements with respect to the matters set forth in Purchaser's Defect
Notice(s) and Sellers' Response Notice within 30 days following Purchaser's
receipt of Sellers' Response Notice. If Sellers and Purchaser are unable, within
such 30 day period, to agree in writing as to the existence or value, as
applicable, of any Title Defect, the Parties agree to submit the dispute to an
oil and gas title attorney licensed to practice law in the state of Oklahoma and
mutually agreeable to the Parties (or if the Parties do not agree, as appointed
by a state district judge in Beckham County, Oklahoma)(herein, the "INDEPENDENT
ATTORNEY"). The decision of the Independent Attorney with respect to the
disputed matters shall be final and binding on the Parties. The Parties will
direct the Independent Attorney to render its decision with respect to such
matters within 15 days after the dispute is submitted, or such reasonably longer
period as the Independent Attorney requires in its reasonable discretion.
Sellers and Purchaser will each promptly provide all information and documents
within their respective possession that the Independent Attorney requests in
order to make its decision with respect to the disputed matters. The fees of the
Independent Attorney will be borne equally by Sellers, on the one hand, and
Purchaser, on the other hand.
25
(e) With respect to each Title Defect, Sellers may, at their
election, either remit to Purchaser the Defect Amount (after satisfaction of the
Title Threshold) or at Sellers' sole cost and expense, and subject to the prior
consent of Purchaser (such consent not to be unreasonably withheld), cure within
the Cure Period (as hereinafter defined) such Title Defect asserted by Purchaser
for which Sellers are liable hereunder. The "Cure Period" shall mean the period
of time commencing on the expiration of the Defect Examination Period and ending
90 days after such date. Immediately following the expiration of the Cure
Period, Sellers shall provide Purchaser with written evidence of any curative
actions which, in Sellers' determination, cure the Title Defect. On or before
the expiration of 15 days following Purchaser's receipt of such notice,
Purchaser shall provide to Sellers in writing a list of those Title Defects
asserted by Purchaser which Sellers claim to have cured pursuant to this
Section, and which Purchaser determines not to have been cured. For a period of
30 days after Sellers' receipt of Purchaser's notice of uncured Title Defects,
Sellers and Purchaser shall attempt in good faith to resolve disputes as to such
items by agreement. In the event that the dispute concerning any uncured Title
Defect is not resolved within this 30 day period, and the Parties are unable to
resolve all disputes concerning the existence of Title Defects or Defect Amounts
within this 30 day period, then Sellers shall remit to Purchaser the Defect
Amount for such uncured Title Defect (after satisfaction of the Title
Threshold).
(f) The existence of any dispute under this Section 6.16
will not delay Closing, and the resolution of disputes regarding any Title
Defect asserted by Purchaser in conformance with this Section 6.16 will be
resolved after the Closing as herein provided.
ARTICLE 7
CONDITIONS TO OBLIGATIONS OF PURCHASER AND SELLERS
7.1. Conditions to Obligations of Purchaser. The obligations of
Purchaser to close the transactions contemplated by this Agreement are subject
to the fulfillment of each of the following conditions on or before the Closing
Date (it being understood that Purchaser may waive any one or more of said
conditions at its discretion):
(a) The representations and warranties of Sellers set forth
in Article 4 must be true and correct in all material respects (or, in the case
of any such representations and warranties that contain a materiality or
Material Adverse Effect qualifier, true and correct in all respects) on the
Closing Date with the same force and effect as if made at and as of such date,
and Purchaser must receive from Sellers a certificate to that effect.
(b) Sellers must have performed or complied with all of the
terms, covenants and conditions of this Agreement to be performed or complied
with by them on or prior to the Closing Date, and Purchaser must receive from
Sellers a certificate to that effect.
(c) There must not be any action, suit or other proceeding
pending by any Person or Governmental Entity, or threatened by a Governmental
Entity, (i) to enjoin, restrict, or prohibit the purchase of the Interests as
contemplated by this Agreement, (ii) seeking to require divestiture by Purchaser
of any of the Interests or (iii) seeking to restrain, prohibit or otherwise
interfere with the ownership and operation by the Purchaser of the business or
assets of the Partnership that would result in a Material Adverse Effect on the
business of the Partnership or to
26
compel Purchaser or any of its Affiliates to dispose of all or any material
portion of the business or assets of the Partnership or of the Purchaser or any
of its Affiliates.
(d) There must not be any event or events having a Material
Adverse Effect that have not been cured in full.
(e) Any waiting period applicable under the HSR Act to the
transactions contemplated by this Agreement shall have expired or been
terminated, and Purchaser and Sellers must receive the authorizations, permits
and consents identified in Schedule 4.3 and Schedule 5.3.
(f) Purchaser must receive all documents requiring delivery
or execution by Sellers or third parties, if any, as provided hereunder.
(g) There shall be no provision of Applicable Law or order
of a Governmental Entity that is enacted or issued after the date of this
Agreement (as applicable) that restricts or prohibits the purchase of the
Interests as contemplated by this Agreement or that has any of the consequences
referred to in Section 7.1(c)(ii) or (iii).
7.2. Conditions to Obligations of Sellers. All obligations of Sellers
hereunder are subject to the fulfillment of each of the following conditions on
or before the Closing Date (it being understood that Sellers may waive any one
or more of said conditions at its discretion):
(a) The representations and warranties of Purchaser set
forth in Article 5 must be true and correct in all material respects on the
Closing Date with the same force and effect as if made at and as of such date,
and Sellers shall have received from Purchaser a certificate to that effect.
(b) Purchaser must have performed or complied with all of
the terms, covenants and conditions of this Agreement to be performed or
complied with by Purchaser at or prior to the Closing Date, and Sellers shall
have received from Purchaser a certificate to that effect.
(c) There must not be any action, suit, or other proceeding
pending to enjoin, restrict, or prohibit the sale of the Interests as
contemplated by this Agreement.
(d) Any waiting period applicable under the HSR Act to the
transactions contemplated by this Agreement shall have expired or been
terminated, and Sellers must receive any and all governmental or third party
authorizations, permits and consents necessary for Sellers to transfer the
Interests, including the authorizations, permits and consents identified on
Schedule 4.3 and Schedule 5.3 hereof.
(e) Sellers must receive all documents requiring delivery or
execution by the Purchaser or third parties, as provided hereunder.
(f) There shall be no provision of Applicable Law or order
of a Governmental Entity that is enacted or issued after the date of this
Agreement (as applicable) that restricts or prohibits the sale of the Interests
as contemplated by this Agreement.
27
ARTICLE 8
INDEMNIFICATION
8.1. Indemnification by Sellers. Sellers (jointly and severally)
agree to indemnify and hold Purchaser, its Affiliates and their respective
directors, officers, employees, contractors, agents and other representatives
(each such Person being herein called a "PURCHASER INDEMNIFIED PARTY," and all
such Persons being collectively herein called the "PURCHASER INDEMNIFIED
PARTIES") harmless against any liability, loss, damage, action, award, suit,
proceeding, hearing, investigation, charge, complaint, demand, injunction,
judgment, order, decree, ruling, taxes or liens, claim, cost, or expense
(including penalties and interest and reasonable legal fees and costs)
(individually or collectively, "LOSSES") that such Purchaser Indemnified Party
incurs to the extent arising out of or resulting from any of the following: (i)
the failure of any of the representations and warranties made by Sellers in
Article 4 of this Agreement or in any certificate delivered at the Closing
(other than with respect to the first sentence of Section 4.6) to be true and
correct as of the date made (provided, however, that with respect to any claim
for indemnity brought after Closing for purposes of determining whether a breach
of such representations and warranties has occurred and the amount of Losses
incurred, any limitation or qualification as to materiality or Material Adverse
Effect set forth in such representation and warranty shall be disregarded); (ii)
the failure of Sellers to perform any of the covenants and agreements contained
herein; (iii) as a result of the Partnership being a part of a "single employer"
within the meaning of Section 4001 of ERISA, or would otherwise have any
liability of any Benefit Plan of Sellers or their Affiliates; (iv) for any Tax
of Sellers or any Tax of the Partnership arising as a result of the Partnership
being a part of a consolidated group under Treasury Regulation Section 1.1-502
(or any similar provision of state or local law); (v) any Excluded Asset (vi)
the breach of the representation and warranty of the Sellers made in the first
sentence of Section 4.6 or in any certificate delivered at the Closing with
respect to such representation; or (vii) relating to or arising out of the
matters disclosed on Schedule 8.1.
8.2. Indemnification by Purchaser. Purchaser agrees to indemnify and
hold each Seller, its Affiliates and their respective directors, officers,
employees, contractors, agents and other representatives (each such Person being
herein called a "SELLER INDEMNIFIED PARTY," and all such Persons being
collectively herein called the "SELLER INDEMNIFIED PARTIES") harmless against
any Losses that such Seller Indemnified Party incurs to the extent arising out
of or resulting from any of the following: (i) the failure of any of the
representations and warranties made by Purchaser in Article 5 of this Agreement
or in any certificate delivered at the Closing to be true and correct as of the
date made; (ii) the failure of Purchaser to perform any of the covenants and
agreements contained herein; or (iii) except as otherwise provided in Section
3.4 or 8.1 hereof, all obligations and liabilities of whatever kind and nature,
primary or secondary, direct or indirect, absolute or contingent, known or
unknown, whether or not accrued, relating to the business of the Partnership,
the assets of the Partnership or the ownership of the Interests, including any
such obligations or liabilities contained in any contract or any license, lease,
contract, commitment, agreement or instrument binding the Partnership and
whether arising before or after the Closing Date.
8.3. Indemnification Procedures. The Party entitled to receive
indemnification under this Agreement (the "INDEMNITEE"), shall promptly give to
the other party (the "INDEMNIFYING PARTY") written notice of any matter that
such party has determined has given or could give rise
28
to a right of indemnification under this Agreement. If an Indemnitee receives
notice of any claim by a third party which is or may be subject to
indemnification (a "THIRD PARTY CLAIM"), Indemnitee shall give Indemnifying
Party prompt written notice of such Third Party Claim and Indemnifying Party
shall, at Indemnifying Party's expense, defend against such Third Party Claim.
If, however, Indemnifying Party fails to acknowledge in writing its obligation
to indemnify Indemnitee hereunder against all Losses that may result from such
Third Party Claim, then Indemnitee, at Indemnifying Party's expense, shall be
entitled, at its option, to assume the defense of such Third Party Claim through
counsel of its choice. In any event, Indemnitee shall have the right to employ
Indemnitee's own counsel and participate in the defense of the case, but the
fees and expenses of Indemnitee's counsel shall be at the expense of Indemnitee,
unless (a) the employment of Indemnitee's counsel at the expense of Indemnifying
Party shall have been authorized in writing by Indemnifying Party in connection
with the defense of the action, suit, or proceeding or (b) Indemnitee shall have
reasonably concluded that Indemnitee's interests could only be adequately
protected by Indemnitee's direct participation in or defense of the action, suit
or proceeding. In any case described in clause (b) of the preceding sentence,
Indemnifying Party shall not have the right to direct the defense of the action,
suit or proceeding on behalf of Indemnitee, but the fees and expenses incurred
in connection therewith shall be borne by Indemnifying Party. No such Third
Party Claim may be settled by Indemnifying Party without the written consent of
Indemnitee, unless the settlement involves only the payment of money by
Indemnifying Party and such payment does not affect the goodwill of Indemnitee
and/or the Partnership. Similarly, no Third Party Claim which is being defended
in good faith by Indemnifying Party shall be settled by Indemnitee without the
written consent of Indemnifying Party.
8.4. Conduct of Defense. Any Party granted the right to direct the
defense of a claim pursuant to this Section shall: (a) keep the other Party to
this Agreement fully informed of the action, suit, or proceeding at all stages
of the matter, whether or not represented; (b) promptly submit to the other
Party copies of all pleadings, responsive pleadings, motions, and other similar
legal documents and papers received in connection with the action, suit or
proceeding; (c) permit the other Party to this Agreement and its counsel, to the
extent practicable, to confer on the conduct of the defense of the action, suit,
or proceeding; and (d) to the extent practicable, permit the other Party to this
Agreement and its counsel an opportunity to review all legal papers to be
submitted before the submission. Subject to an appropriate confidentiality
agreement, the Party shall make available to each other and each other's counsel
and accountants all of the books and records relating to the action, suit, or
proceeding, and each Party shall render to the other any assistance as may be
reasonably required in order to insure the proper and adequate defense of the
action, suit, or proceeding.
8.5. Survival of Representations, Warranties and Indemnity
Obligations. The Parties' representations and warranties contained in this
Agreement will survive Closing for a period of one year after the Closing Date
(other than the representations and warranties under (i) Section 4.19, which
will survive Closing for a period of two years after the Closing Date, (ii)
Sections 4.2, 4.6 and 5.2, which will survive indefinitely and without
limitation, and (iii) Sections 4.8, 4.9, 4.20(c) and 4.20(d), which will survive
until 30 days after the expiration of the statute of limitations applicable to
the matters covered thereby) and will then terminate and be of no further force
or effect. The expiration or termination of any representation or warranty does
not affect the obligations under this Article 8 if the Party seeking
indemnification provides proper
29
notice of the claim or event for which indemnification is sought prior to such
expiration or termination. Neither Party has any liability to indemnify, defend
or hold harmless the other Party with respect to a breach of a representation or
warranty unless proper notice of a claim for such indemnification or defense is
received prior to the expiration or termination of the applicable representation
or warranty.
8.6. Exclusivity of Remedies. The Parties acknowledge that the sole
and exclusive remedy with respect to the subject matter of this Agreement is the
right to indemnification according to the provisions set forth in this Article
8. In no event will either Party be responsible for lost profits, punitive
damages, consequential damages or any other remedy otherwise available at law or
in equity.
8.7. Liability Cap.
(a) EXCEPT AS PROVIDED IN SECTION 8.7(B), (I) NO CLAIM FOR
INDEMNIFICATION MAY BE MADE UNDER SECTION 8.1(I) (WHETHER MADE UNDER ARTICLE 4
OR ANY CERTIFICATE DELIVERED AT CLOSING) UNLESS AND UNTIL THE AGGREGATE AMOUNT
OF LOSSES THAT MAY BE CLAIMED THEREUNDER EXCEEDS $5,000,000, AND THE
INDEMNIFYING PARTY SHALL BE LIABLE UNDER SECTION 8.1 ONLY TO THE EXTENT SUCH
LOSSES SUFFERED BY THE INDEMNIFIED PARTY EXCEED $5,000,000 IN THE AGGREGATE;
(II) NO LOSS WHICH INVOLVES LESS THAN $25,000 SHALL BE INCLUDED IN DETERMINING
WHETHER THE AMOUNT OF SUCH INDEMNIFICATION EXCEEDS THE DEDUCTIBLE AMOUNT OF
$5,000,000; AND (III) IN NO EVENT SHALL SELLERS' LIABILITY FOR ANY LOSSES UNDER
SECTION 8.1(I) EXCEED $40,000,000.
(b) The deductible set forth in Section 8.7(a)(I) shall not
apply to breaches of any representations and warranties (whether made under
Article 4 or in any certificate delivered at Closing) of Sellers under Sections
4.2, 4.4, 4.6, 4.8, 4.20(c) and 4.20(d).
(c) IN NO EVENT SHALL PURCHASER'S LIABILITY FOR ANY LOSSES
UNDER SECTION 8.2(I) AND 8.2(III) EXCEED $40,000,000.
8.8. Claim Reimbursement and Reduction. Any claim for Losses shall be
reduced to the extent of any third party insurance or condemnation payment
actually received by the Indemnified Party.
ARTICLE 9
TERMINATION
9.1. Rights to Terminate. To the extent set forth in Section 9.2 of
this Agreement, this Agreement may be terminated as follows:
(a) By mutual written consent of Sellers and Purchaser, this
Agreement may be terminated at any time prior to Closing.
30
(b) Either Sellers or Purchaser may terminate this Agreement
if a material default or breach of any provision of this Agreement has been
committed by the other Party and such material default or breach has not been
cured or waived by the date thirty (30) days after receipt by the other Party of
written notice from the terminating Party specifying with particularity such
breach or default. Such cure period may extend the Automatic Termination Date as
defined in (c) below by a maximum of 10 days.
(c) This Agreement shall terminate automatically if the
Closing has not occurred by 5:00 p.m. Central Standard Time on the date that is
60 days after the execution of this Agreement (the "AUTOMATIC TERMINATION
DATE").
(d) Either Party may terminate this Agreement as provided in
Section 6.12 or in Section 6.l6.
9.2. Effect of Termination. If there has been a termination pursuant
to Section 9.1, then this Agreement shall be deemed terminated, and all further
obligations of the Parties hereunder shall terminate, except that the
obligations set forth in Articles 8 and 10 shall survive. In the event of such
termination of this Agreement, there will be no liability for damages on the
part of a Party to another under and by reason of this Agreement or the
transactions contemplated hereby except as set forth in Article 8, and except
for intentionally fraudulent acts by a Party, the remedies for which will not be
limited by the provisions of this Agreement. The foregoing provisions will not,
however, limit or restrict the availability of injunctive or other equitable
relief to the extent that the same would otherwise be available to a Party
hereunder.
ARTICLE 10
MISCELLANEOUS
10.1. Assignment. Neither Party may assign, delegate, sub-contract or
otherwise transfer this Agreement or any of its rights or obligations without
the other Party's prior written consent; provided, however, that Purchaser shall
have the right to designate one or more Affiliates to take title to the
Interests, but in such event, Purchaser shall remain liable for all of its
obligations hereunder.
10.2. Notices. Any notice or other communication required to be given
hereunder by either party shall be deemed duly given (i) when personally
delivered to the other party, or (ii) three (3) Business Days after mailing if
mailed by certified mail return receipt requested, postage prepaid, addressed to
the other party at the address specified below or to such address as either
party may designate by giving written notice to the other.
If to Purchaser:
Atlas Pipeline Partners, L.P.
1845 Walnut Street, Suite 1000
Philadelphia, PA 19103
Attn: Michael Staines
Telephone: (215) 546-5005
Fax: (215) 546-4785
31
with a copy to:
Vinson & Elkins L.L.P.
1001 Fannin St., Suite 2300
Houston, TX 77002
Attn: Douglas S. Bland
Telephone: (713) 758-2498
Fax: (713) 615-5649
If to Sellers: La Grange Acquisition, L.P.
800 E. Sonterra Blvd.
San Antonio, Texas 78258
Attn: Jim LaBauve
Telephone: (210) 403-7324
Fax: (210) 403-7524
with a copy to:
Energy Transfer Partners, L.P.
8801 S. Yale, Suite 310
Tulsa, Oklahoma 74137
Attn: Robert A. Burk
Telephone: (918) 492-7272
Fax: (918) 493-7290
with a copy to:
Hunton & Williams LLP
1601 Bryan Street, Suite 3000
Dallas, Texas 75201
Attn: Joe A. Davis
Telephone: (214) 979-3038
Fax: (214) 880-0011
All changes of address and/or fax numbers shall be notified to the other party
in writing at least seven (7) days in advance. Any notice or other communication
made hereunder made to the last domicile or fax number indicated, shall be fully
effective, and will release the parties from any responsibility.
10.3. Costs. Each Party will be responsible for all of its costs and
expenses incurred in connection with this Agreement and the preparation for
Closing, and the Closing hereunder, including professional fees and costs of its
attorneys, accountants and advisors.
10.4. Amendment. This Agreement may be amended only in writing, signed
by Purchaser and Sellers or by a duly authorized representative.
32
10.5. Entire Agreement. This Agreement and the Schedules and Exhibits
attached hereto constitute the entire agreement between the Parties regarding
this transaction, and they supersede all prior discussions or agreements related
thereto.
10.6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same document.
10.7. Confidential Obligations.
(a) All information disclosed in connection with the
negotiation and performance of this Agreement other than, with respect to the
Purchaser, information regarding the Partnership from and after the Closing is
"CONFIDENTIAL INFORMATION." Purchaser and Sellers: (i) shall not disclose any
Confidential Information by any means whatsoever to anyone other than an
officer, director, partner, or employee of, or counsel or accountant for,
Purchaser or Sellers (collectively, "PERMITTED RECIPIENT"), (ii) may disclose
the Confidential Information only to a Permitted Recipient and only as provided
in this Section, and (iii) shall protect the confidentiality of the Confidential
Information in accordance with this Agreement. The Confidential Information is
proprietary and commercially sensitive and may constitute a trade secret, and
disclosure to the general public could cause harm to one or both Parties.
(b) A Party may disclose Confidential Information only to
its Permitted Recipients who have a bona fide need to have such information in
order to perform obligations or exercise rights of a Party under this Agreement,
but such disclosure may be made only after a Permitted Recipient has been
provided with a copy of this Agreement and has agreed (which, consistent with
but not as a limitation on Section 10.8, must be in writing) to be bound by the
terms hereof.
(c) Each Party is responsible for: (i) ensuring compliance
by its Permitted Recipients with the confidentiality provisions of this
Agreement, and (ii) any unauthorized disclosure by its Permitted Recipients.
10.8. Exceptions to Confidentiality Obligations.
(a) The confidentiality obligations and restrictions of
Section 10.7 do not apply to a disclosure to a Governmental Entity, to the
public, or in judicial, administrative, or governmental proceedings if required
by law, rule, governmental order, or requirement of any stock exchange or
securities regulatory authority; provided however, that prior to making any such
disclosure, it must notify the other Party, and such notice must specify and
include: (i) the date on which it intends to make such disclosure, and (ii) the
text of the proposed announcement or other disclosure;
(b) The confidentiality obligations of this Agreement do not
apply to information that:
(i) at the time of disclosure was in the public
domain through reasons other than by: (A) a breach by the other Party of this
Agreement, or (B) action or failure to act on the part of the other Party; or
33
(ii) at the time of disclosure by the disclosing
Party was lawfully acquired by the other Party from a third party source,
provided that such source was not at the time bound by a confidentiality or
similar agreement prohibiting the disclosure thereof.
(c) The Party asserting that information is not subject to
the confidentiality obligations of this Agreement has the burden of proof of
substantiating that assertion.
10.9. Governing Law And Jurisdiction. This Agreement will be governed
by and construed in accordance with the laws of the State of Texas, without
regard to principles of conflicts of laws. Each Party hereby irrevocably and
unconditionally submits to the exclusive jurisdiction of the competent courts in
the city of Dallas, Texas, thereby expressly waiving any other jurisdiction to
which they may be entitled by reason of their present or future domicile or
otherwise. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO DEMAND A TRIAL BY
JURY.
10.10. Further Assurances. Purchaser and Sellers agree to execute all
instruments and documents, and to take all actions that are reasonably necessary
to effect the transactions contemplated by this Agreement.
10.11. No Third Party Beneficiary. Nothing expressed or referred to in
this Agreement will be construed to give any Person other than the Parties to
this Agreement any legal or equitable right, remedy or claim under or with
respect to this Agreement, or any provision of this Agreement.
10.12. Waiver. The delay or failure of a Party to exercise any right or
to insist on performance of any obligations is not a waiver of that right or
obligation, or any similar right or obligation. Waivers are only effective in
writing.
10.13. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement will continue in full force and effect and will
in no way be affected, impaired or invalidated.
10.14. Like-Kind Exchange. So long as it does not delay the Closing and
Sellers pay the transaction costs for such exchange, Sellers will have the right
at any time prior to Closing to assign all or a portion of its rights (but not
its obligations) under this Agreement to a qualified intermediary in order to
accomplish the transactions contemplated by this Agreement in a manner that
would comply, either in whole or in part, with the requirements of a like-kind
exchange pursuant to Section 1031 of the Code. If Sellers assign their rights
under this Agreement for this purpose, Sellers shall provide Purchaser with
prior written notice and Purchaser agrees that, if so requested by Sellers, it
will: (a) provide a written consent to Sellers' assignment of its rights in this
Agreement for the sole purpose herein described, and (b) pay the Purchase Price
into a qualified escrow or qualified trust account at Closing as directed in
writing by Sellers. Any assignment of this Agreement to a qualified intermediary
will not release Sellers from any of their liabilities or obligations to
Purchaser under this Agreement. Sellers will be solely responsible to designate
and obtain exchange property and to otherwise comply with
34
Section 1031 of the Code. The rights of the Parties will not be affected by any
determination that the transaction does not qualify as a like-kind exchange.
10.15. Release of Information. The Parties shall cooperate with each
other in releasing information concerning this Agreement and the transactions
contemplated hereby. No press releases or other public announcements concerning
the transactions contemplated by this Agreement shall be made by any Party
without prior consultation with, and agreement of, the other Parties, except for
any legally required communication by any Party and then only with prior
consultation and as much advance notice as is practicable under the
circumstances requiring any announcement, together with copies of all drafts of
the proposed text. In no event shall Sellers release or disclose any information
about the performance of the Partnership or its business with respect to any
period before or after the Closing, except for any legally required
communication by any Party and then only with prior consultation and as much
advance notice as is practicable under the circumstances requiring any
announcement, together with copies of all drafts of the proposed text.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE(S) FOLLOW.
35
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PURCHASER:
ATLAS PIPELINE PARTNERS, L.P.
By: /s/
---------------------------------------------
Name: Michael L. Staines
Title: President and Chief Operating Officer
SELLERS:
LG PL, LLC,
a Texas limited liability company
By: /s/
---------------------------------------------
Name: Ray Davis
Title: Manager and Co-Chief Executive Officer
LA GRANGE ACQUISITION, L.P.
By: LA GP, LLC,
its general partner
By: /s/
---------------------------------------------
Name: Ray Davis
Title: Manager and Co-Chief Executive Officer
SCHEDULE 1.1(a)
KNOWLEDGE
A. SELLERS' PERSONS WITH KNOWLEDGE:
John M. Stallcup Brad D. Marcum Martin Salinas
Lonnie W. Parry Meg Erickson Michael D. Smith
Steven R. Anderson Clint Cowan
B. PURCHASER'S PERSONS WITH KNOWLEDGE:
Michael Staines Bob Firth David Hall
Schedule 1.1(a)
SCHEDULE 1.1(b)
CAPITAL BUDGET
CAPITAL
AFE NO. OPERATOR WELL NAME LOCATION COUNTY BUDGET
- -------- -------------- ----------------- -------------------------- ------- --------------
1630146 Sanguine Mareeta 1-22 Sec. 22-11N-26W Beckham $ 35,932
1630153 Chesapeake Daryle Cox 1-10 Sec. 10-10N-26W Beckham $ 49,268
1630148 Apache Kirk 7-9 Sec. 09-10N-22W Beckham $ 72,444
1630149 St. Mary Williams 3-1 Sec. 01-10N-23W Beckham $ 62,105
1630147 Chesapeake Elsie 1-21 Sec. 21-11N-26W Beckham $ 61,411
1630133 Chesapeake Carpenter 1-19 Sec. 19-10N-25W Beckham $ 93,082
1630150 St. Mary TGL 1-32 Sec. 32-11N-26W Beckham $ 85,251
1630152 Chesapeake(BP) Davis Family 1-42 Sec. 42, Blk A7, H&GN RR Wheeler $ 726,780
2/08/05* Sanguine Brown 1-5 Sec. 5, Blk L, JM Lindsey Wheeler $ 985,000
Kaiser-Francis LP Conversion Moon Mt./Dill City Station Washita $ 5,000,000
8/25/04* Chesapeake Atoka Wash Devlp. T10&11N-R26W Beckham $ 1,800,000
* Pending
Copies of Authorizations for Expenditure relating to the above projects
are attached.
Schedule 1.1(b)
AUTHORIZATION FOR EXPENDITURES
[GRAPHIC APPEARS HERE]
Schedule 1.1(b)
SCHEDULE 1.1(c)
MATERIAL CONTRACTS
Contract No. Contract Party Date
- ---------------- --------------------------------------------------------- -----------------
7455 CHESAPEAKE ENERGY MARKETING, INC. October 1, 1999
7454 KAISER-FRANCIS OIL COMPANY, as amended by amendment dated October 1, 1999
December 28, 2004
7345 BURLINGTON RESOURCES OIL COMPANY May 1, 1998
7445 ST. MARY OPERATING COMPANY July 1, 1999
7495 SAMSON RESOURCES COMPANY December 2, 2002
7318 TEXAS SOUTHWEST GAS CORPORATION December 1, 1995
2105 STEPHENS PRODUCTION CO. February 5, 2003
2127 SANGUINE GAS EXPLORATION, L.L.C. September 29, 2003
KOCH HYDROCARBON September 26, 2003
KOCH HYDROCARBON October 14, 2003
2110 APACHE CORPORATION February 1, 2003
7390 TEXACO EXPLORATION AND PRODUCTION April 1, 1996
2114 J. WALTER DUNCAN, JR. February 14, 2003
7482 WILLIFORD ENERGY December 1, 2004
7441 TRISTAR PRODUCER SERVICES OF TEXAS January 6, 2003
7468 BP AMERICA PRODUCTION COMPANY September 23, 2003
2115 CHEYENNE PETROLEUM COMPANY April 29, 2003
7397 CIMAREX ENERGY SERVICES, INC. June 19, 2003
7260 XTO ENERGY, INC. March 1, 1986
2129 JMA ENERGY COMPANY LLC October 8, 2003
7462 MARATHON OIL COMPANY July 1, 2000
Letter of Intent BP AMERICA PRODUCTION COMPANY February 7, 2005
Letter Agreement CENTERPOINT ENERGY January 18, 2005
Schedule 1.1(c)
SCHEDULE 2.4(b)
SUSPENSE ACCOUNT FUNDS
Through December 2004 runs.
CPID COUNTERPARTY AMOUNT
------- ------------------------------- -------------
548238 ASPEN ENERGY GROUP, INC. $ 1,465.90
1738201 JERICHO-BRITTON $ 451.42
4068101 OLD DOMINION OIL CORPORATION $ 1,759.30
6123401 JOY HEINRICH $ 30.49
6930601 BRAZOS PETROLEUM $ 768.15
6940301 AXIS ENERGY CORPORATION $ 1,398.17
5950201 JACK M. SHAD $ (36.36)
1738901 BURLINGTON RESOURCES $ 137,943.98
559238 AT&L ENERGY LLC $ 19.40
778301 ANNETTE COOPER $ 46.13
960105 RICHARD E. WEINBERG $ 8.52
1526238 COMANCHE EXPLORATION COMPANY, $ 34.69
1570544 CATHERINE ANN CORMAN $ 22.63
1570644 LAURA W. CORMAN $ 22.63
1570744 MICHAEL M. CORMAN $ 22.63
1744102 BERRY OIL & GAS CO. $ 6.74
1744201 NOLAN E. BRITTON, INC. $ 12.72
1900701 WORLD ENERGY RESOURCES $ 22.39
1952701 ALBERT G. HARRIS $ 14.26
2739853 FAMILY TRUST SHARE OF THE SHOT $ 32.30
3502456 JAMES W. HATCHER $ 20.18
4239238 INTREPID ENERGY LLC $ 22.15
4300157 IRBF CORPORATION $ 41.43
4538852 J.A. TRIGG OIL & GAS PROPERTIE $ 14.86
4826760 KANSAS CITY ROYALTY COMPANY, L $ 27.68
6123401 JOY HEINRICH $ 19.41
8568941 WILLIAM R. TURNER $ 14.54
8805760 UNCOMPAHGRE ROYALTY L.P. $ 12.91
9428641 WILLIAMS OIL & GAS LLC $ 13.72
-------------
$ 144,232.97
=============
Schedule 2.4(b)
SCHEDULE 4.3
SELLER CONSENTS AND APPROVALS
1. Consummation of the transaction is subject to approval under the
provisions of the HSR Act.
Schedule 4.3
SCHEDULE 4.8
SELLER TAX MATTERS
None.
Schedule 4.8
SCHEDULE 4.9
PARTNERSHIP TAX MATTERS
None.
Schedule 4.9
SCHEDULE 4.10
AFFILIATE AGREEMENTS
1. The Partnership uses Affiliates to perform certain administrative
functions. These arrangements will be terminated at Closing pursuant to
Section 6.9.
2. ETC Oklahoma Pipeline, Ltd. sells its aggregated gas volumes, less its
fuel and shrinkage make-whole requirements, from the Elk City System to
ETC Marketing (San Antonio office) at the weighted average sales price
ETC Marketing receives from its various markets downstream of Elk City.
There is no formal gas sales agreement or specified transfer price
between the parties. These arrangements will be terminated at Closing
pursuant to Section 6.9.
3. Agreement, Gas Compression Services, by and between Energy Transfer
Technologies, LP and LaGrange Acquisition, LP, dba Energy Transfer
Company, dated August 22, 2003, for contract compression services at the
Elk City Processing Plant.
4. Agreement, Gas Compression Services, by and between Energy Transfer
Group, LLC and LaGrange Acquisition, LP, dba Energy Transfer Company,
dated February 5, 2003, for contract gas compression services at the
Dill City Compressor Station.
Schedule 4.10
SCHEDULE 4.11
BALANCE SHEET
ELK CITY BALANCE SHEET
BALANCE
12-31-04
--------------
ASSETS
Cash and Cash Equivalents 3,099,545
Accounts Receivable:
Third Party - Gas 1,412,701
Third Party - Other 290,037
Intercompany - Gas 17,026,016
Intercompany - NGL 10,500,417
Gas Exchange Imbalance 544,542
Materials & Supplies Inventory 63,430
--------------
CURRENT ASSETS 32,936,687
--------------
Property, Plant and Equipment 47,608,487
Construction-in-Process 1,769,098
Less: Accumulated Depreciation (4,801,535)
--------------
NET PROPERTY, PLANT & EQUIPMENT 44,576,051
--------------
TOTAL ASSETS 77,512,738
==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts Payable:
Intercompany 304,341
Third Party - Gas 24,105,176
Third Party - NGL Processing 598,206
Third Party - Suspense 144,233
Severance Tax & State Fees 803,814
Trade 290,454
Accrued Expenses 16,618
Accrued Payroll 27,259
--------------
TOTAL LIABILITIES 26,290,101
--------------
Partners' Capital:
Contributions 33,326,812
Unallocated Earnings 15,607,790
Additional Paid-in Capital 2,288,036
--------------
TOTAL PARTNERS' CAPITAL 51,222,637
--------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL 77,512,738
==============
Schedule 4.11
SCHEDULE 4.12
PARTNERSHIP BANK ACCOUNTS AND POWERS OF ATTORNEY
1. The Partnership does not have any proprietary bank accounts. All banking
is done through accounts held by the Sellers. Payments on Contracts flow
into a Lockbox Account held by ETC OLP.
2. The Partnership has not granted any person a power of attorney.
Schedule 4.12
SCHEDULE 4.13
CONTRACTS
1. The Material Contracts set forth on Schedule 1.1(c).
2. The following Gas Purchase Agreements:
Contract No. Contract Counterparty
------------ --------------------------------
2105 STEPHENS PRODUCTION CO.
2114 J. WALTER DUNCAN, JR.
2115 CHEYENNE PETROLEUM COMPANY
2119 KCS RESOURCES, INC.
2127 SANGUINE GAS EXPLORATION, L.L.C.
2131 PRINCESS THREE CORPORATION
2138 UPLAND EXPLORATION, INC.
2139 EOG RESOURCES, INC.
7217 VINTAGE GAS, INC.
7276 TEXAS SOUTHWEST GAS CORPORATION
7326 KAISER-FRANCIS OIL COMPANY
7354 CRAWLEY PETROLEUM
7397 CIMAREX ENERGY SERVICES, INC.
7405 GAS DEVELOPMENT CORPORATION
7406 SUNDOWN ENERGY, INC.
7441 TRISTAR PRODUCER SVCS OF TEXAS
7445 ST. MARY OPERATING COMPANY
7447 DOMINION OKLAHOMA TEXAS
7455 CHESAPEAKE ENERGY MARKETING
7459 UNITED OIL CORPORATION
7467 RED HAWK RESOURCES, INC.
7468 BP AMERICA PRODUCTION COMPANY
7474 SWEETWATER EXPLORATION, LLC
7476 QUESTAR EXPLORATION & PRODUCTI
7477 DOMINION OKLAHOMA TEXAS
7480 TWISTER GAS SERVICES, L.L.C.
7482 WILLIFORD ENERGY
7484 SEMINOLE ENERGY SERVICES
7488 RANGE RESOURCES
7495 SAMSON RESOURCES COMPANY
7499 NEWFIELD EXPLORATION
Schedule 4.13
3. Agreement, Gas Compression Services, by and between Energy Transfer
Technologies, LP and LaGrange Acquisition, LP, dba Energy Transfer
Company, dated August 22, 2003, for contract compression services at the
Elk City Processing Plant.
4. Agreement, Gas Compression Services, by and between Energy Transfer
Group, LLC and LaGrange Acquisition, LP, dba Energy Transfer Company,
dated February 5, 2003, for contract gas compression services at the
Dill City Compressor Station.
Schedule 4.13
SCHEDULE 4.14
SOFTWARE LICENSES
(a) Unique Partnership-Owned Software
1. Delta V Plant Control Software.
(b) Software Used for the Benefit of the Partnership, but not Owned by the
Partnership.
1. eFlowCal gas measurement software, by FlowCal.
2. Energy Transfer-proprietary software developed to allocate volumes and
generate producer statements.
Schedule 4.14
SCHEDULE 4.15
INSURANCE
1. The Partnership carries general liability insurance issued by Zurich
American, Policy No. GLO9306733-02, with limits of $2,000,000 per
occurrence and $4,000,000 in the aggregate.
2. The Partnership carries an umbrella liability policy with Zurich
American, Policy No. UMB9305108-02, with a $25,000,000 limit.
3. The Partnership carries property damage coverage with Zurich American,
Policy No. PCA4554308, with a $75,000,000 coverage limit.
4. The Partnership carries auto liability coverage for 15 vehicles with
Zurich American, Policy No. BAP9307356-02.
5. The Partnership carries the statutory amount of workers compensation
insurance on its employees, issued by Zurich American, Policy No.
WC9306734-02.
6. A bond with the Oklahoma Tax Commission in the amount of $100,000.00, to
secure the payment of production taxes.
Schedule 4.15
SCHEDULE 4.16
PERMITS
1. In 2004, the Partnership voluntarily disclosed a potential
non-compliance situation to the Oklahoma Department of Environmental
Quality. The potential non-compliance involved the quantification of
potential emissions from flashing of liquid hydrocarbons from
depressuring operations at natural gas compressor stations and plants.
The affected compressor stations are: (i) County Line Compressor
Station; (ii) Big Mac Compressor Station; (iii) Dill City Compressor
Station; (iv) Elk City Compressor Station; (v) Mayfield Compressor
Station; and (vi) Merrit Compressor Station. The affected sites will
require renewal of their operating permits.
Schedule 4.16
SCHEDULE 4.17
HEDGING
[GRAPHIC APPEARS HERE]
Schedule 4.17
SCHEDULE 4.19
ENVIRONMENTAL MATTERS
1. In 2001, soil and ground water hydrocarbon contamination were found to
exist at the Merrit Compressor Station located approximately six miles southwest
of Elk City, in Beckham County, Oklahoma. The contamination resulted from
historical overfills of tanks located on the site. Microbes were injected into
the subsoil strata containing groundwater and monitoring wells were drilled to
assess the progress of remediation. Subsequent testing of groundwater showed
successful remediation of hydrocarbon contamination to levels below the Oklahoma
closure criteria. Bio-remediation of contaminated soil was begun and has
continued for the past several years. Recent tests of soil show successful
remediation of the soil contamination and the receipt of a State of Oklahoma
Closure Letter is expected shortly.
Schedule 4.19
SCHEDULE 4.20(a)
PARTNERSHIP WORKFORCE
Field Employees:
Langford, Patrick T Repairman
Smith, Johnny D Repairman
Hall, Michael P Plant Tech B
Ashworth, John P Plant Tech A
Hillman, Dwayne G Plant Tech A
Marcum, Brad D Plant Coordinator
Marcum, Chad G Plant Tech A
Stevens, Danny Plant Tech C
Adams, Ronny D PipelineTech A
Clem, Martin B PipelineTech A
Garner, Audena Operations Clerk
Parry, Lonnie N Superintendent-Pipeline Operations
Pierce, William PipelineTech C
General Office Employees:
Burg, Denise A Gas Administrator
Graves, Carla D Associate Operations Rep.
Stallcup, John M VP Oklahoma Gas Supply
Cline, Rocky M Contract Administrator Senior
Rapstine, Cyndi D Accountant Contract Administration
Coker, Julie A Accountant-RMS Marketing
Schedule 4.20(a)
SCHEDULE 4.20(c)
EMPLOYEE BENEFIT PLANS
1. Medical, Dental and Prescription Drug Plan;
2. Group Life Insurance Plan;
3. Long-Term Disability Plan;
4. Flexible Spending Plan (Medical, Dental and Prescription Drug); and
5. Energy Transfer Partners Profit Sharing & 401(k) Savings Plan.
Schedule 4.20(c)
SCHEDULE 4.21
ELK CITY ASSETS
A. Assets
DESCRIPTION PURCHASED SERIAL_NO
'99 F-150 #32484 10/1/2002 32484
99 F-150 UNIT #05215 10/1/2002 05215
2001 CHEVY EXTENDED CAB 10/1/2002 82927
2001 CHEVY TRUCK PAT LANGFORD 10/1/2002 09700
2001 FORD F150 10/1/2002 32215
'02 FORD F450 #31895 10/1/2002 31895
'02 FORD F150 #78256 RON ADAMS 10/1/2002 78256
'02 FORD F-150 UNIT # 44936 10/1/2002 44936
1996 F150 UNIT #51139 10/1/2002 51139
2003 F-250 4X4 MARTY CLEM 3/1/2003 19180
2003 FORD F 150 EXT 4WD CORY JONES 6/1/2003 95232
2003 FORD F150 4WD RONNY ADAMS 7/1/2003 95716
2004 FORD F250 UNIT 45092 - B PIERCE 11/1/2003 45092
2004 FORD F-150 - STEVENS 1/1/2004 37100
TT&L ON UNIT 37100 - STEVENS 5/1/2004 37100
2005 FORD F150 L. PARRY 9/1/2004 07627
2005 F150 UNIT # 07627 TTL 10/1/2004 07627
SAFETY EQUIP @ PRENTISS PLANT 10/1/2003
SAFETY EQUIP @ PRENTISS 11/1/2003
OFFICE EQUIP @ PRENTISS 10/1/2003
MECHANIC TOOLS @ ELK CITY PLANT 10/1/2003
ELK CITY PIPELINE SYSTEM 10/1/2002
NGPL 10" INSTALLATION KINDER MORGAN 12/1/2002
NGPL 10" (ADD'L) 4/1/2003
KMPL FACILITIES REFUND PER AGR AFE163006 3/1/2004
GAS LIFT MEASUREMENT 12/1/2002
HUDDLE 3-33 WELL CONNECT - PIPELINE 12/1/2002
HUDDLE 3-33 RIGHT OF WAY 12/1/2002
DEW 1-8 WELL CONNECT - PIPELINE 12/1/2002
DEW 1-8 RIGHT OF WAY 12/1/2002
DEW 1-8 MEASUREMENT 12/1/2002
CHICK DAVIS 1-12 RIGHT OF WAY 12/1/2002
SCHNEBERGER 6-22 WELL CONNCT AFE 1630004 2/1/2003
SCHNEBERGER 6-22 WELL CONNT AFE 1630004 2/1/2003
SCHNEBERGER 6-22 WELL CONNT AFE 1630004 2/1/2003
BUFFALO CREEK 1-17 WELL CONN AFE 1630228 2/1/2003
BUFFALO CREEK 1-17 WELL CONN AFE 1630228 2/1/2003
BUFFALO CREEK 1-17 WELL CONN AFE 1630228 2/1/2003
NICHOLS 5-21 WELL CONNECT 5/1/2003
NICHOLS 5-21 WELL CONNECT 5/1/2003
NICHOLS 5-21 WELL CONNECT 5/1/2003
MIKLES 2-10 WELL CONNECT 5/1/2003
Schedule 4.21
page 1
MIKLES 2-10 WELL CONNECT 5/1/2003
MIKLES 2-10 WELL CONNECT 5/1/2003
HEARD 2-1 WELL CONNECT 5/1/2003
HEARD 2-1 WELL CONNECT 5/1/2003
HEARD 2-1 WELL CONNECT 5/1/2003
LUCAS 3-23 WELL CONNECT 5/1/2003
LUCAS 3-23 WELL CONNECT 5/1/2003
LUCAS 3-23 WELL CONNECT 5/1/2003
LUCAS 2-27 WELL CONNECT 5/1/2003
LUCAS 2-27 WELL CONNECT 5/1/2003
LUCAS 2-27 WELL CONNECT 5/1/2003
YVONNE 6-31 WELL CONNECT 5/1/2003
YVONNE 6-31 WELL CONNECT 5/1/2003
YVONNE 6-31 WELL CONNECT 5/1/2003
SOLAR CHEMICAL PUMPS 5/1/2003
MEASUREMENT UPGRADES 5/1/2003
NGPL 10"INTERCONNECT AFE 1630002 6/1/2003
NGPL 10"INTERCONNECT AFE 1630002 6/1/2003
NGPL 10"INTERCONNECT AFE 1630002 6/1/2003
CHESAPEAKE HP CDP AFE 1630011 6/1/2003
CHESAPEAKE HP CDP AFE 1630011 6/1/2003
CHESAPEAKE HP CDP AFE 1630011 6/1/2003
WILEY 5-6 WELL CONNECT AFE 1630027 9/1/2003
WILEY 5-6 WELL CONNECT AFE 1630027 9/1/2003
WILEY 5-6 WELL CONNECT AFE 1630027 9/1/2003
PUCKETT FARMS 1-6 AFE 1630031 9/1/2003
PUCKETT FARMS 1-6 AFE 1630031 9/1/2003
PUCKETT FARMS 1-6 AFE 1630031 9/1/2003
GAMBRELL 4-33 WELL CONNECT AFE 1630033 9/1/2003
GAMBRELL 4-33 WELL CONNECT AFE 1630033 9/1/2003
GAMBRELL 4-33 WELL CONNECT AFE 1630033 9/1/2003
WILEY 5-6 FLASH GAS METER AFE 1630035 9/1/2003
WILEY 5-6 FLASH GAS METER AFE 1630035 9/1/2003
EAST CENTERPOINT DEL AFE 1630042 9/1/2003
FLYNN 1-27 WELL CONNECT 10/1/2003
FLYNN 1-27 WELL CONNECT 10/1/2003
FLYNN 1-27 WELL CONNECT 10/1/2003
FLYNN 1-27 WELL CONNECT 10/1/2003
FLYING J 8-10 WELL CONNCT 10/1/2003
FLYING J 8-10 WELL CONNCT 10/1/2003
FLYING J 8-10 WELL CONNCT 10/1/2003
DAMRON TRUST 1-15 WELL CT 10/1/2003
DAMRON TRUST 1-15 WELL CONNECT 10/1/2003
DAMRON TRUST 1-15 WELL CONNECT 10/1/2003
LUCAS 7-25 WELL CONNECT 10/1/2003
LUCAS 7-25 WELL CONNECT 10/1/2003
LUCAS 7-25 WELL CONNECT 10/1/2003
DEW 2-8 WELL CONNECT 10/1/2003
Schedule 4.21
page 2
DEW 2-8 WELL CONNECT 10/1/2003
DEW 2-8 WELL CONNECT 10/1/2003
OGT W MAYFIELD DEL UPGR AFE 1630023 11/1/2003
OD LAND 1-14 AFE 1630026 12/1/2003
OD LAND 1-14 AFE 1630026 12/1/2003
OD LAND 1-14 AFE 1630026 12/1/2003
SALSMAN 6-21 AFE 1630045 12/1/2003
SALSMAN 6-21 AFE 1630045 12/1/2003
SALSMAN 6-21 AFE 1630045 12/1/2003
THOMAS 1-20 AFE 1630046 12/1/2003
THOMAS 1-20 AFE 1630046 12/1/2003
THOMAS 1-20 AFE 1630046 12/1/2003
OSCAR 1-14 LP AFE 1630047 12/1/2003
OSCAR 1-14 LP AFE 1630047 12/1/2003
OSCAR 1-14 LP AFE 1630047 12/1/2003
OSCAR 1-34 ADDITIONAL 2/1/2004
ROSE 1-4 HOOK UP AFE 1630053 12/1/2003
MOLLY C 1-35 AFE 1630054 12/1/2003
MOLLY C 1-35 AFE 1630054 12/1/2003
MOLLY C 1-35 AFE 1630054 12/1/2003
MOLLY C-35 ADDT'L 1630064 1/1/2004
MOLLY C 1-35 ADDITIONAL 2/1/2004
MOLLY C 1-35 AFE 1630054 12/1/2003
JUANITA 1-20 HOOK UP AFE 1630056 12/1/2003
BARNEY 2-21 AFE 1630060 12/1/2003
BARNEY 2-21 AFE 1630060 12/1/2003
BARNEY 2-21 AFE 1630060 12/1/2003
PICKERING 1-18 1630062 12/1/2003
PICKERING 1-18 1630062 12/1/2003
PICKERING 1-18 1630062 12/1/2003
MAXINE 1-22 AFE 1630064 12/1/2003
MAXINE 1-22 AFE 1630064 12/1/2003
MAXINE 1-22 AFE 1630064 12/1/2003
MAXINE 1-22 ADDT'L ROW 1630064 1/1/2004
MAXINE 1-22 (ADDT'L) AFE 1630064 3/1/2004
SEARS 3-3 AFE 1630065 12/1/2003
SEARS 3-3 AFE 1630065 12/1/2003
SEARS 3-3 AFE 1630065 12/1/2003
MILLINGTON 3-11 AFE 1630066 12/1/2003
MILLINGTON 3-11 AFE 1630066 12/1/2003
MILLINGTON 3-11 AFE 1630066 12/1/2003
JANICE 1-10 AFE 1630067 12/1/2003
JANICE 1-10 AFE 1630067 12/1/2003
JANICE 1-10 AFE 1630067 12/1/2003
JANICE 1-10 ADDITIONAL 2/1/2004
SOKOLOSKY 5-26 AFE 1630068 12/1/2003
SOKOLOSKY 5-26 AFE 1630068 12/1/2003
SOKOLOSKY 5-26 AFE 1630068 12/1/2003
Schedule 4.21
page 3
SOKOLOSKY 5-26 ADDT'L ROW 1630068 1/1/2004
SOKOLOSKY 5-26 ADDITIONAL 2/1/2004
THURMAN 7-21 AFE 1630071 12/1/2003
THURMAN 7-21 AFE 1630071 12/1/2003
THURMAN 7-21 AFE 1630071 12/1/2003
TIMM 4-7 WELL CONNECT 2/1/2004
TIMM 4-7 WELL CONNECT 2/1/2004
TIMM 4-7 WELL CONNECT 2/1/2004
TIMM 4-7 WELL CONNECT 2/1/2004
PERRY EVANS 1-7 CONNECT AFE 1630073 4/1/2004
ANNA TREDER 1-13 CONNECT AFE 1630075 4/1/2004
HALL 1-2 WELL CONNECT AFE 1630077 4/1/2004
HALL 1-2 WELL CONNECT AFE 1630077 4/1/2004
HALL 1-2 WELL CONNECT AFE 1630077 4/1/2004
HALL 1-2 WELL CONNECT AFE 1630077 4/1/2004
BELL 3-5 WELL CONNECT AFE 1630077 4/1/2004
BELL 3-5 WELL CONNECT 4/1/2004
BELL 3-5 WELL CONNECT AFE 1630078 4/1/2004
BELL 3-5 WELL CONNECT AFE 1630078 4/1/2004
THURMAN 8-21 WELL CONNECT AFE 1630079 4/1/2004
THURMAN 8-21 WELL CONNECT AFE 1630079 4/1/2004
THURMAN 8-21 WELL CONNECT AFE 1630079 4/1/2004
THURMAN 8-21 WELL CONNECT AFE 1630079 4/1/2004
MIKLES 2-10 LP CONVERSION AFE 1630084 4/1/2004
CHERVANKA 1-5 WELL CONNECT AFE 1630085 4/1/2004
CHERVANKA 1-5 WELL CONNECT AFE 1630085 4/1/2004
CHERVANKA 1-5 WELL CONNECT AFE 1630085 4/1/2004
CHERVANKA 1-5 WELL CONNECT AFE 1630085 4/1/2004
EVERITT LONG GAS LIFT AFE 1630087 4/1/2004
EVERRETT LONG 1-5 GAS LIFT ADDT'L 5/1/2004
A.I.C. EVERETT LONG GAS LIFT AFE 1630087 4/1/2004
AMOS 1-8 AFE 1630080 6/1/2004
AMOS 1-8 AFE 1630080 6/1/2004
AMOS 1-8 AFE 1630080 6/1/2004
AMOS 1-8 AFE 1630080 6/1/2004
HERSHEY 1-4 AFE 1630082 6/1/2004
HERSHEY 1-4 AFE 1630082 6/1/2004
HERSHEY 1-4 AFE 1630082 6/1/2004
HERSHEY 1-4 AFE 1630082 6/1/2004
HERSHEY 1-4 AFE 1630082 9/1/2004
BROWN 2-14 AFE 1630083 6/1/2004
BROWN 2-14 AFE 1630083 6/1/2004
BROWN 2-14 AFE 1630083 6/1/2004
BROWN 2-14 AFE 1630083 6/1/2004
KIRK 6-9 AFE 1630086 6/1/2004
KIRK 6-9 AFE 1630086 6/1/2004
KIRK 6-9 AFE 1630086 6/1/2004
CLAYTON 2-8 AFE 1630090 6/1/2004
Schedule 4.21
page 4
CLAYTON 2-8 AFE 1630090 6/1/2004
CLAYTON 2-8 AFE 1630090 6/1/2004
CLAYTON 2-8 AFE 1630090 6/1/2004
CLAYTON 2-8 ADDT'L AFE 1630090 7/1/2004
REED 1-20 AFE 1630096 6/1/2004
REED 1-20 AFE 1630096 6/1/2004
REED 1-20 AFE 1630096 6/1/2004
REED 1-20 AFE 1630096 6/1/2004
CDC 1-14 AFE 1630072 6/1/2004
CDC 1-14 AFE 1630072 6/1/2004
CDC 1-14 AFE 1630072 6/1/2004
CDC 1-14 AFE 1630072 6/1/2004
CDC 1-14 AFE 1630072 9/1/2004
ADDT'L CHGS WELL CONNECT AFE'S 7/1/2004
CHK CDP METER STN 1630092 8/1/2004
CHK CDP INTERCONNECT AFE 1630092 ADDT'L 10/1/2004
AMOS 1-8 HP TO LP 1630099 8/1/2004
AMOS 1-8 HP TO LP 1630099 8/1/2004
AMOS 1-8 HP TO LP 1630099 8/1/2004
AMOS 1-8 HP TO LP 1630099 8/1/2004
CAROLYN 1-23 AFE 1630101 8/1/2004
CAROLYN 1-23 AFE 1630101 8/1/2004
CAROLYN 1-23 AFE 1630101 8/1/2004
CAROLYN 1-23 AFE 1630101 8/1/2004
ROBERSON 1-5 AFE 1630102 8/1/2004
ROBERTSON 1-6 AFE 1630104 8/1/2004
ROBERTSON 1-6 AFE 1630104 8/1/2004
ROBERTSON 1-6 AFE 1630104 8/1/2004
ROBERTSON 1-6 AFE 1630104 8/1/2004
JOHNSTON 1-22 AFE 1630105 8/1/2004
JOHNSTON 1-22 AFE 1630105 8/1/2004
JOHNSTON 1-22 AFE 1630105 8/1/2004
JOHNSTON 1-22 AFE 1630105 8/1/2004
JOHNSTON 1-22 AFE 1630105 10/1/2004
DOBSON RANCH CONV 1630106 8/1/2004
LOUELLA 1-33 AFE 1630108 8/1/2004
LOUELLA 1-33 AFE 1630108 8/1/2004
LOUELLA 1-33 AFE 1630108 8/1/2004
LOUELLA 1-33 AFE 1630108 8/1/2004
LOUELLA 1-33 AFE 1630108 9/1/2004
THERESA 1-35 AFE 1630109 8/1/2004
THERESA 1-35 AFE 1630109 8/1/2004
THERESA 1-35 AFE 1630109 8/1/2004
THERESA 1-35 AFE 1630109 8/1/2004
THERESA 1-35 AFE 1630109 9/1/2004
THERESEA 1 35 WELL CONNECT 11/1/2004
MCCOY 1-32 & 2-32 TOTALFLOWS AFE 1630123 10/1/2004
AIC MCCOY 1-32 & 1-32 AFE 1630123 10/1/2004
Schedule 4.21
page 5
DOBSON RANCH 1-31 WELL CO 11/1/2004
DOBSON RANCH 1-31 WELL CO 11/1/2004
DOBSON RANCH 1-31 WELL CO 11/1/2004
DOBSON RANCH 1-31 WELL CO 11/1/2004
DOBSON RANCH 1-31 ADDT'L 1/1/2005
BLEVINS 1-22 WELL CONNECT 11/1/2004
BLEVINS 1-22 WELL CONNECT 11/1/2004
BLEVINS 1-22 WELL CONNECT 11/1/2004
BLEVINS 1-22 WELL CONNECT 11/1/2004
BLEVINS 1-22 WELL CONNECT 11/1/2004
CONNIE 4-29 WELL CONNECT 11/1/2004
CONNIE 4-29 WELL CONNECT 11/1/2004
CONNIE 4-29 WELL CONNECT 11/1/2004
CONNIE 4-29 WELL CONNECT 11/1/2004
NIECE 5-27 WELL CONNECT 11/1/2004
NIECE 5-27 WELL CONNECT 11/1/2004
NIECE 5-27 WELL CONNECT 11/1/2004
NIECE 5-27 WELL CONNECT 11/1/2004
EMILY 3-32 WELL CONNECT 11/1/2004
EMILY 3-32 WELL CONNECT 11/1/2004
1MILY 3-32 WELL CONNECT 11/1/2004
EMILY 3-32 WELL CONNECT 11/1/2004
ROGER 1-23 AFE 1630114 1/1/2005
ROGER 1-23 AFE 1630114 1/1/2005
ROGER 1-23 AFE 1630114 1/1/2005
ROGER 1-23 AFE 1630114 1/1/2005
WHIPKEY 1-13 AFE 1630117 1/1/2005
WHIPKEY 1-13 AFE 1630117 1/1/2005
WHIPKEY 1-13 AFE 1630117 1/1/2005
WHIPKEY 1-13 AFE 1630117 1/1/2005
CANNON 1-21 AFE 1630118 1/1/2005
CANNON 1-21 AFE 1630118 1/1/2005
CANNON 1-21 AFE 1630118 1/1/2005
CANNON 1-21 AFE 1630118 1/1/2005
VERLINE 1-22 AFE 1630119 1/1/2005
VERLINE 1-22 AFE 1630119 1/1/2005
VERLINE 1-22 AFE 1630119 1/1/2005
VERLINE 1-22 AFE 1630119 1/1/2005
LORENZ 7-7 AFE 1630124 1/1/2005
LORENZ 7-7 AFE 1630124 1/1/2005
LORENZ 7-7 AFE 1630124 1/1/2005
BECK 1-26 AFE 1630132 1/1/2005
BECK 1-26 AFE 1630132 1/1/2005
BECK 1-26 AFE 1630132 1/1/2005
BECK 1-26 AFE 1630132 1/1/2005
BECK 1-6 ADDT'L 1630132 2/1/2005
SENEX CDP METER 1630136 1/1/2005
BANKS 1-5 WELL CONNECT AFE 1630130 2/1/2005
Schedule 4.21
page 6
BANKS 1-5 WELL CONNECT AFE 1630130 2/1/2005
BANKS 1-5 WELL CONNECT AFE 1630130 2/1/2005
BANKS 1-5 WELL CONNECT AFE 1630130 2/1/2005
RATCLIFF 1-36 GAS LIFT AFE 1630122 2/1/2005
AIC RATCLIFF 1-36 GAS LIFT AFE 1630122 2/1/2005
EVERETT LONG 4-5 GAS LIFT AFE 1630125 2/1/2005
AIC EVERETT LONG 4-5 GAS LIFT AFE1630125 2/1/2005
ELK CITY SYSTEM COMPRESSOR STATIONS 10/1/2002
BIG MAC REBOILER UPGRADE MCP AFE 1630001 3/1/2003
COUNTY LINE STN FOUNDATION AFE 1630029 6/1/2003
UNIT 3903 INSTALL @ MERRITT STATION 7/1/2003
DILL CITY STN MODIFICATIONS AFE 1630010 9/1/2003
DILL CITY STN MODIFICATIONS AFE 1630010 9/1/2003
COMPRESSOR MODIFICATIONS AFE 1630010 11/1/2003
MAYFIELD STN COOLER ADDITION 1630057 9/1/2003
MERRITT STN COOLER ADDITION AFE 1630058 9/1/2003
DILL CITY GLYCOL REGENERATOR AFE 1630041 12/1/2003
TANK REPLACEMENT @ MERRITT STN 1630052 12/1/2003
MAYFIELD ADDITIONAL UNIT HOOK UP 1630055 12/1/2003
8"JUMPER @BIG MAC STATION AFE 1630097 6/1/2004
CEMETARY RD COMP STATION AFE 1630111 1/1/2005
CEMETARY RD COMP STN AFE 1630111 2/1/2005
EUREKA COMPRESSOR UNIT #278 10/1/2002 278
OVERHAUL #278 AFE 1630009 5/1/2003 278
EUREKA COMPRESSOR UNIT #287 10/1/2002 287
OVERHAUL #287 AFE 1630008 5/1/2003 287
MAINTECH UNIT #1157 10/1/2002 1157
OVERHAUL MAINTECH 1157 AFE 1630223 1/1/2003 1157
D.R.COMP.#96-753 MOON MOUNTAIN STATION 10/1/2002 96-753
UNIT#49-C-1040 (DILL CITY COMP STATION) 10/1/2002 49-C-1040
OVERHAUL 49-C-1040 AFE 1630012 5/1/2003 49-C-1040
E.I.UNIT 72-B-944 (MAYFIELD STN) 1639903 10/1/2002 72-B-944
EUREKA UNIT 231 (MAYFIELD STN) 1639903 10/1/2002 231
MAINTECH COMP # 1101(MAYFIELD) 1639903 10/1/2002 1101
C.S.I.UNIT 3903 (MAYFIELD STN) 1639903 10/1/2002 3903
E.E.S. UNIT #273 10/1/2002 273
C.S.I.UNIT 1830 (MAYFIELD STATION) 10/1/2002 1830
E.E.S. 241 (BIG MAC STATION) AFE 1639922 10/1/2002 241
E.E.S. UNIT #272 10/1/2002 272
E.E.S.282 (ELK CITY PLT) 10/1/2002 282
UNIT 279 (X-FER FROM CO 145) 10/1/2002 279
OVERHAUL #279 (X-FER F/ #145 02/03) 2/1/2003
CSI COMPRESSOR UNIT 3904 (F/ #145 10/03) 10/1/2002 3904
ENGINE SWAP 3904 MAYFIELD AFE 1630093 8/1/2004
UNIT #212 CEMETARY RD STN X-FER FR/145 1/1/2005
UNIT 253 CEMETARY RD STN XFER FR/145 1/1/2005
ELK CITY PROCESSING PLANT 10/1/2002
AUTOMATED RECYCLE SYSTEM ELK CITY PLANT 12/1/2002
Schedule 4.21
page 7
PLANT #2 EXPANDER REPLACEMENT AFE1630003 2/1/2003
UPGRADE UNIT K-610 TURBINE @ PLANT 12/1/2002
UPGRADE UNIT K-610 TURBINE (ADDT'L) 1/1/2003
UPGRADE UNIT K-610 TURBINE (ADDT'L) 2/1/2003
ELK CITY INCINERATOR AFE 1630007 6/1/2003
ELK CITY PLT 6" BYPASS AFE 1630162 6/1/2003
VAPOR RECOVERY LINE @ PLT AFE 1630034 9/1/2003
VAPOR RECOVERY LINE ADDTL AFE 1630034 12/1/2003
MOL SIEVES PLTS I & II AFE 1630059 12/1/2003
DEMETHANIZER BOTTOMS PUMP MCP AFE1630070 3/1/2004
#2 EXANDER REPLACEMENT AFE 1630049 6/1/2004
PRENTISS TREATER AFE 1630028 12/1/2003
PRENTISS TREATER AFE 1630028 - ROW 12/1/2003
PRENTISS TREATER ADDT'L 1630028 1/1/2004
PRENTISS TREATER CREDIT 2/1/2004
PRENTISS TREATER ADDT'L 5/1/2004
PRENTISS PLANT (X-FER OF GRIMES II) 8/03 12/1/2002
PRENTISS GLYCOL DEHY UNIT AFE 1630036 11/1/2003
PRENTISS INLET AFE 1630048 12/1/2003
PRENTISS INLET AFE 1630048 - ROW 12/1/2003
PRENTISS INLET ADDITIONAL 2/1/2004
PRENTISS INLET ADDT'L 5/1/2004
PRENTISS CDP OVERPRESSURE PROT 1630063 12/1/2003
PRENTISS CDP OVERPRESSURE ADDITIONAL 5/1/2004
PRENTISS ELECTRICAL WORK MCP AFE 1630070 3/1/2004
PRENTISS H2S MONITOR SYSTEM AFE 1630069 6/1/2004
PRENTISS INSULATION UPGRADE AFE 1630091 7/1/2004
INCINERATOR INSULATION UP 10/1/2004
PRENTISS HEAT TRACE AFE 1630100 7/1/2004
PRENTISS AMINE MODIFICATION AFE 1630081 8/1/2004
PRENTISS AMINE UNIT MODIF 11/1/2004
AMINE MODIFICATIONS ADDTL AFE 1630081 2/1/2005
PRENTISS H2S SCAVENGER AFE 1630098 8/1/2004
H2S SCAVENGER PIPE LOOP, 10/1/2004
PRENTISS H2S SCAVENGER AFE 1630098 9/1/2004
CAPITALIZED OVERHEAD JAN 03 2/1/2003
CAPITALIZED OVERHEAD JAN 03 2/1/2003
CAPITALIZED OVERHEAD FEB 03 2/1/2003
CAPITALIZED OVERHEAD FEB 03 2/1/2003
CAPITALIZED OVERHEAD 03/03 3/1/2003
CAPITALIZED OVERHEAD 03/03 3/1/2003
CAPITALIZED OVERHEAD APRIL 03 4/1/2003
CAPITALIZED OVERHEAD APRIL 2003 4/1/2003
CAPITALIZED O/H MAY 2003 5/1/2003
CAPITALIZED O/H MAY 2003 5/1/2003
CAPITALIZED O/H JUNE 03 6/1/2003
CAPITALIZED O/H JUNE 03 6/1/2003
CAPITALIZED O/H JULY 2003 7/1/2003
Schedule 4.21
page 8
CAPITALIZED O/H JULY 2003 7/1/2003
CAPITALIZED O/H 08/03 8/1/2003
CAPITALIZED O/H 08/03 8/1/2003
CAPITALIZED O/H 09/03 9/1/2003
CAPITALIZED O/H 09/03 9/1/2003
CAPITALIZED O/H 10/03 10/1/2003
CAPITALIZED O/H 10/03 10/1/2003
CAPITALIZED OVERHEAD 11/03 11/1/2003
CAPITALIZED OVERHEAD 11/03 11/1/2003
CAPITALIZED O/H 12/03 12/1/2003
CAPITALIZED O/H 12/03 12/1/2003
CAPITALIZED OVERHEAD ADJUSTMENT 12/1/2003
CAPITALIZED OVERHEAD ADJUSTMENT 12/1/2003
CAPITALIZED OVERHEAD JAN - JUNE 04 6/1/2004
CAP OVERHEAD JULY 2004 7/1/2004
CAP OVERHEAD ADJ THRU 08/04 8/1/2004
CAP OVERHEAD 09/04 9/1/2004
ALLOC 8/04 AJE CAPITALIZED OVERHEAD 8/1/2004
CAP OVERHEAD 10/04 10/1/2004
CAP OVERHEAD 11/04 091 11/1/2004
CAP OVERHEAD 12/04 & 01/05 1/1/2005
CAP OVERHEAD 02/05 2/1/2005
LINE PACK 10/1/2002
Schedule 4.21
page 9
SCHEDULE 4.21(A)
REAL PROPERTY
COUNTY STATE Line Name Grantee Date Vol Pg
- ------ ----- --------------------------------- ------------------------ ---------- ---- ---
BECKHAM OK MAYFIELD COMPRESSOR SITE CALDWELL, MARY LOIS 06/01/1992 1740 472
BECKHAM OK ROBSON, LEE 02/10/1988 1001 40
BECKHAM OK GAINES, GENE ESTATE 03/11/1988 1008 180
BECKHAM OK BELL, DEWAID 05/02/1988 1015 169
BECKHAM OK DOWDELL, KEITH 04/29/1988 1015 171
BECKHAM OK SUTTON, FRANKIE 06/28/1988 1026 269
BECKHAM OK DOWDELL, KEITH 08/08/1988 1031 166
BECKHAM OK PATTON, LLOYD JOE 08/08/1988 1031 168
BECKHAM OK DAVIS, PAULINE 08/10/1988 1031 234
BECKHAM OK THURMAN, S. D. 01/03/1989 1061 11
BECKHAM OK JOHNSON, HUBERT ET UX 01/03/1989 1061 13
BECKHAM OK SUTTON, FRANKIE 01/12/1989 1061 15
BECKHAM OK BRAUCHI, DONALD 01/03/1989 1061 17
BECKHAM OK SIMMONS, MARVIN ET UX 01/04/1989 1061 19
BECKHAM OK PURVIS, H. 01/04/1989 1061 21
BECKHAM OK MANIACI, JAMES ET UX 01/06/1989 1061 23
BECKHAM OK SPURLIN, ROBERTA 01/04/1989 1061 9
BECKHAM OK 6 5/8" PIPELINE E.T.S ENTERPRISES, INC. 01/01/1989 1094 37
BECKHAM OK E.T.S. ENTERPRISES, INC. 05/30/1989 1094 39
BECKHAM OK CROSS TIMBERS OIL COMPANY 08/10/1989 1104 332
BECKHAM OK SANDERS, OTIS 06/23/1989 1104 336
BECKHAM OK WALTER, RAYMOND 06/30/1989 1104 338
BECKHAM OK FALCONER, JAMES L. 01/30/1990 1131 100
BECKHAM OK WALTER, KENNETH B. 01/30/1990 1131 84
BECKHAM OK WALTER, KENNETH B. 01/30/1990 1131 86
BECKHAM OK BECK, LEONA 01/12/1990 1131 88
BECKHAM OK SMITH, CLARENCE L. 01/11/1990 1131 90
BECKHAM OK KING, PAUL 01/15/1990 1131 92
BECKHAM OK SLATTEN, GENEVA 01/09/1990 1131 94
BECKHAM OK SIMMERMAN, GERALD ET UX 01/16/1990 1131 96
BECKHAM OK SMITH, WILLIAM R. 01/24/1990 1131 98
BECKHAM OK JOHNSON, DONNIE G. 03/27/1990 1144 138
BECKHAM OK WINGFIELD, A. R. 03/27/1990 1144 140
BECKHAM OK DENTON, FAYE 04/02/1990 1144 142
BECKHAM OK WALTER, JAMES 11/08/1990 1177 68
BECKHAM OK SUTTON, BILLY 11/13/1990 1177 70
BECKHAM OK SUTTON, BILLY 11/13/1990 1177 72
BECKHAM OK JOHNSON, DONNIE G. 12/01/1990 1179 212
BECKHAM OK MIKLES, ULIS 12/03/1990 1179 214
BECKHAM OK SANDERS, OTIS 04/05/1991 1202 334
BECKHAM OK SPITZ, DWIGHT 04/08/1991 1202 336
BECKHAM OK WALTERS, RAYMOND 07/03/1991 1214 270
BECKHAM OK SUTTON, BILLY 02/10/1992 1249 250
BECKHAM OK SUTTON, BILLY 02/10/1992 1249 252
BECKHAM OK CARLSON, E. N. 02/10/1992 1249 254
BECKHAM OK WHIPKEY, KATIE MAE 02/10/1992 1249 256
BECKHAM OK REED, STEVE 02/10/1992 1249 258
BECKHAM OK WEST 8" EXTENSION GREEN, GARY L. ET UX 07/09/1992 1268 100
Schedule 4.21(A)
page 1
BECKHAM OK WEST 8" EXTENSION GREEN, GARY L. ET UX 07/09/1992 1268 103
BECKHAM OK WEST 8" EXTENSION GILLILAND, CARL B. 06/19/1992 1268 106
BECKHAM OK WEST 8" EXTENSION CHERVENKA, VERLINE 06/19/1992 1268 109
BECKHAM OK WEST 8" EXTENSION JARNAGIN, LINDA 06/19/1992 1268 112
BECKHAM OK WEST 8" EXTENSION REED, KENNETH C. 06/19/1992 1268 115
BECKHAM OK WEST 8" EXTENSION KUYKENDALL, WANDA ET VIR 07/02/1992 1268 118
BECKHAM OK WEST 8" EXTENSION PICKERING, IMOGENE 06/18/1992 1268 121
BECKHAM OK WEST 8" EXTENSION ALEXANDER, RAYMOND E. 06/18/1992 1268 124
BECKHAM OK WEST 8" EXTENSION PICKERING, IMOGENE 06/18/1992 1268 127
BECKHAM OK WEST 8" EXTENSION JOHNSON, LOIS 07/06/1992 1268 130
BECKHAM OK WEST 8" EXTENSION SITES, TROY D. 06/22/1992 1268 133
BECKHAM OK WEST 8" EXTENSION WHIPKEY, KATIE 06/19/1992 1268 136
BECKHAM OK WEST 8" EXTENSION WHIPKEY, KATIE 06/19/1992 1268 139
BECKHAM OK WEST 8" EXTENSION SUTTON, BILLY 06/19/1992 1268 142
BECKHAM OK SUTTON, BILLY 06/19/1992 1268 145
BECKHAM OK WEST 8" EXTENSION CARNAHAN, HERB 06/22/1992 1268 53
BECKHAM OK WEST 8" EXTENSION WINSETT, FREDA 06/16/1992 1268 56
BECKHAM OK WEST 8" EXTENSION BURCH, DONALD 06/13/1992 1268 58
BECKHAM OK WEST 8" EXTENSION BURCH, FRED C. 06/16/1992 1268 60
BECKHAM OK WEST 8" EXTENSION ADLER, BLOSSOM 06/15/1992 1268 62
BECKHAM OK FOX, CYNTHIA K. 06/17/1992 1268 65
BECKHAM OK WEST 8" EXTENSION HARTMAN, ROY 06/19/1992 1268 68
BECKHAM OK WEST 8" EXTENSION PHILLIPS, MIKE 06/19/1992 1268 71
BECKHAM OK WEST 8" EXTENSION PHILLIPS, MIKE 06/24/1992 1268 73
BECKHAM OK WEST 8" EXTENSION THORNBROUGH, LEAFORD 06/19/1992 1268 76
BECKHAM OK WEST 8" EXTENSION PHILLIPS, MIKE 06/19/1992 1268 79
BECKHAM OK WEST 8" EXTENSION THOMPSON, FLOSSIE 06/17/1992 1268 82
BECKHAM OK WEST 8" EXTENSION ADAMS, LULA 06/17/1992 1268 85
BECKHAM OK WEST 8" EXTENSION BURCH, MARY MCLAURY 06/13/1992 1268 88
BECKHAM OK WEST 8" EXTENSION BAKER, ROBERT D. 06/24/1992 1268 91
BECKHAM OK WEST 8" EXTENSION COPENHAVER, J. L. 06/18/1992 1268 94
BECKHAM OK WEST 8" EXTENSION BAKER, VELDA 06/19/1992 1268 97
BECKHAM OK SUTTON, BILLY 07/20/1992 1269 234
BECKHAM OK SUTTON, FRANKIE 07/20/1992 1269 236
BECKHAM OK SUTTON, FRANKLIN 07/20/1992 1269 238
BECKHAM OK SUTTON, FRANKLIN 08/25/1992 1274 211
BECKHAM OK SAMSON THETFORD 1-23 THETFORD, TERRY 04/27/1993 1308 287
BECKHAM OK WALTER, KENNETH B. ET UX 09/20/1993 1330 21
BECKHAM OK MAYFIELD RECTIFIER CALDWELL, MARY ET AL 10/01/1993 1333 61
Schedule 4.21(A)
page 2
BECKHAM OK SAMSON CORY 1-30 SHELTON, CORY D. ET UX 11/09/1993 1340 305
BECKHAM OK SAMSON CORY 1-30 & SAMSON MOYA 1- MARTIN, ALICE R. ET VIR 11/04/1993 1340 308
BECKHAM OK SAMSON CORY 1-30 & SAMSON MOYA 1- OTT, DIANNE J. 11/12/1993 1340 313
BECKHAM OK SAMSON CORY 1-30 & SAMSON MOYA 1- MOYA, JANETTE PLATT 11/13/1993 1340 317
BECKHAM OK SAMSON CORY 1-30 & SAMSON MOYA 1- MONTGOMERY, PATRICIA 11/12/1993 1340 321
BECKHAM OK SAMSON CORY 1-30 & SAMSON MOYA 1- HILL, PAULINE ET VIR 11/02/1993 1340 325
BECKHAM OK ROBSON, LEE ET UX 01/12/1994 1350 194
BECKHAM OK ROBSON, LEE L. ET UX 01/24/1994 1350 197
BECKHAM OK DAMRON, DEAN ET UX 01/11/1994 1350 199
BECKHAM OK HARMON, ALLIE L. 01/12/1994 1350 203
BECKHAM OK KIRK, JUANITA M. 01/11/1994 1350 206
BECKHAM OK KIRK, JUANITA M. 01/31/1994 1350 209
BECKHAM OK MIKLES, LUTHER ET UX 01/10/1994 1350 211
BECKHAM OK GAINES, LARRY G. ET AL 01/11/1994 1350 214
BECKHAM OK SCHUELKE, MINNIE ET AL 01/21/1994 1350 217
BECKHAM OK SHINNERY RIDGE FARM 01/14/1994 1350 220
BECKHAM OK SHINNERY RIDGE FARM 01/26/1994 1350 223
BECKHAM OK STATE OF OKLAHOMA TRANSP. 02/02/1994 1351 178
BECKHAM OK WALTER, KENNETH TRUSTEE 03/09/1994 1355 158
BECKHAM OK SUTTON, BILLY ET UX 03/07/1994 1355 160
BECKHAM OK MERIDIAN-RAY #1-14 WALTERS, RAYMOND ET UX 07/12/1994 1380 215
BECKHAM OK 20 X 20 SURFACE SITE BELL, DEWAIDE ET UX 09/14/1994 1385 40
BECKHAM OK APACHE-YOUNG #2-4 MIKLES, GENE A. ET UX 08/08/1994 1385 75
BECKHAM OK APACHE-YOUNG #2-4 STATE OF OKLAHOMA 08/26/1994 1385 77
BECKHAM OK APACHE-YOUNG #2-4 KIRK, JUANITA M. 08/09/1994 1385 83
BECKHAM OK 150 X 150 SURFACE SITE JACOBS, SHIRLEY JEAN 08/30/1994 1389 203
BECKHAM OK CROSS TIMBERS OIL COMPANY 10/21/1994 1389 214
BECKHAM OK APACHE MILLS #4-19 CALDWELL, MARY ET VIR 11/04/1994 1391 189
BECKHAM OK APACHE-MILLS #4-19 NOEL, ROY D. 11/05/1994 1391 191
BECKHAM OK APACHE-MILLS #4-19 GORDON, COLLEEN 11/05/1994 1391 194
BECKHAM OK APACHE-MILLS #4-19 MILLS RANCH 11/05/1994 1391 196
BECKHAM OK 6 5/8" PIPELINE E.T.S. ENTERPRISES, INC. 01/13/1995 1400 268
BECKHAM OK BURLINGTON KB WALTER JAMES C WALTER REV TRUST 07/23/2001 1404 538
BECKHAM OK ANDERMAN SMITH DAMRON 1-8 ROBSON, LEE L. ET UX 01/24/1995 1406 271
BECKHAM OK SAMSON GLORIA KING, PAUL ET UX 02/18/1995 1406 273
BECKHAM OK ETS METER SITE SUTTON, BILLY 02/14/1995 1411 333
BECKHAM OK SAMSON-CUPP STROM, EARLINE CARPENTER 05/01/1995 1419 146
BECKHAM OK SAMSON-CUPP CARPENTER, JOHN DALE 04/27/1995 1419 148
BECKHAM OK SAMSON-CUPP CALDWELL, MARY LOIS 04/27/1995 1419 150
BECKHAM OK 8" LOOP EXTENSION ROBSON, LEE L. ET UX 05/08/1995 1420 231
BECKHAM OK 8" LOOP EXTENSION WILLIAMS, W. E. TRUST 05/11/1995 1420 233
BECKHAM OK 8" LOOP EXTENSION TIMM, LOWELL ET UX 05/11/1995 1420 235
BECKHAM OK SAMSON SUTTON SUTTON, BILLY ET UX 08/29/1995 1436 10
BECKHAM OK 8" LOW PRESSURE LINE TIMM, LOWELL E. ET UX 09/11/1995 1436 219
BECKHAM OK 8" LOW PRESSURE LINE MARSHALL LIVING TRUST 09/11/1995 1436 221
BECKHAM OK 8" LOW PRESSURE LINE MERRICK, WALTER F. ET UX 08/22/1995 1436 225
Schedule 4.21(A)
page 3
BECKHAM OK SAMSON SUTTON GORDON, COLLEEN 08/29/1995 1436 8
BECKHAM OK APACHE-HARRIS #2-13 MILLS RANCH 12/06/1995 1452 283
BECKHAM OK APACHE-HARRIS #2-13 THOMPSON, GALE ET AL 12/06/1995 1452 285
BECKHAM OK 12 X 24 METERING SITE DAMRON, MICHAEL C. 12/08/1995 1453 219
BECKHAM OK SAMSON WARNER 3-30/SAMSON GREEN 3 THOMPSON, GALE ET AL 04/09/1996 1468 583
BECKHAM OK SAMSON WALLACE 5-18 SURFACE SITE SUTTON, BILLY ET UX 05/01/1996 1471 365
BECKHAM OK SAMSON WALLACE 5-18 SUTTON, BILLY ET UX 05/01/1996 1471 367
BECKHAM OK SAMSON WALLACE 5-18/KERR MCGEE TH THOMPSON, ROBERT ET UX 05/01/1996 1471 369
BECKHAM OK KERR MCGEE THOMPSON 1-15 SUTTON, FRANKIE ET UX 05/01/1996 1471 371
BECKHAM OK APACHE MIKLES 2-9 MIKLES, GENE ET UX 05/15/1996 1472 298
BECKHAM OK KERR MCGEE SUTTON #4 SUTTON, FRANKIE ET UX 06/21/1996 1477 197
BECKHAM OK SAMSON WARNER 3-30 THOMPSON, GALE ET AL 07/24/1996 1480 385
BECKHAM OK SAMSON MILLS 5-19 MILLS RANCH 10/04/1996 1489 286
BECKHAM OK SAMSON MILLS 5-19 GORDON, COLLEEN 10/03/1996 1489 61
BECKHAM OK CONOCO GORDON GORDON, COLLEEN 01/10/1997 1501 92
BECKHAM OK BARRETT SUTTON SUTTON, RUBY 02/11/1997 1505 377
BECKHAM OK 25 X 25 METERING SITE MARSHALL, DONNIE ET UX 02/24/1997 1507 148
BECKHAM OK SAMSON EVERITT LONG DAMRON, DEAN ET UX 04/22/1997 1515 289
BECKHAM OK 25' X 25' SURFACE SITE MIKLES, BILLY BOB 05/07/1997 1519 2
BECKHAM OK SAMSON HILL 1-28 HILL, BILLY ET UX 07/21/1997 1526 343
BECKHAM OK SAMSON HILL 1-28 WARREN, W. W. III ET UX 07/22/1997 1526 345
BECKHAM OK SAMSON HILL 1-28 KOHOA, A. A. ET UX 07/22/1997 1526 347
BECKHAM OK SAMSON HILL 1-28 HILL, CARL ET UX 07/21/1997 1526 349
BECKHAM OK SAMSON HILL 1-28 FINNELL, BILL ET UX 07/21/1997 1526 351
BECKHAM OK MCNIC SWEETWATER CREEK CARPENTER, STANLEY ALFRED 09/10/1997 1535 84
BECKHAM OK MCNIC SWEETWATER CREEK REED, STEVE 09/10/1997 1535 86
BECKHAM OK MCNIC SWEETWATER CREEK REED, ALBERT J. 09/10/1997 1535 88
BECKHAM OK MCNIC SWEETWATER CREEK WHIPKEY, HAROLD D. 09/15/1997 1535 90
BECKHAM OK BARRETT THOMPSON 1-9 SUTTON, RUBY B. TRUSTEE 09/24/1997 1537 204
BECKHAM OK BARRETT THOMPSON 1-9 THOMPSON, BOBBY ET UX 09/00/1997 1537 206
BECKHAM OK BURLINGTON RESOURCES EVANS 2-6 KING, PAUL EDWARD ET UX 12/02/1997 1545 397
BECKHAM OK BURLINGTON RESOURCES EVANS 2-6 EVANS, NAN R. 12/01/1997 1545 399
BECKHAM OK BARRETT RESOURCES ETHEL LEE 2-14 DELAY, CLARENCE M. 02/27/1998 1555 204
BECKHAM OK BARRETT RESOURCES ETHEL LEE 2-14 SHINNERY RIDGE FARM 04/13/1998 1558 44
BECKHAM OK BURLINGTON WALTERS TRUST 1-15 CROSS TIMBERS OIL COMPANY 05/08/1998 1567 173
Schedule 4.21(A)
page 4
BECKHAM OK BURLINGTON WALTERS TRUST 1-15 WALTER, KENNETH TRUST 04/16/1998 1567 175
BECKHAM OK KN MAYFIELD SYSTEM INTEGRATION CALDWELL, MARY LOIS/WILLI 12/01/1998 1584 383
BECKHAM OK KN MAYFIELD INTERCONNECTS THOMPSON, GALE/MATTIE 06/17/1999 1606 121
BECKHAM OK ST. MARY'S CARPENTER CARPENTER, JOHN DALE 12/02/2000 1673 351
BECKHAM OK ST MARY'S CARPENTER CALDWELL, MARY LOIS 12/01/2000 1673 354
BECKHAM OK ST MARY'S CARPENTER STORM, EARLINE CARPENTER 12/01/2000 1673 357
BECKHAM OK ST. MARY'S H.B. KRUG, H.B. AND KATHERINE 12/05/2000 1674 495
BECKHAM OK ST. MARY'S-THOMPSON KRUG, H.B. & KATHRYN 12/18/2000 1677 132
BECKHAM OK ST. MARY'S-THOMPSON SUTTON, BILLY & GAIL 12/18/2000 1677 135
BECKHAM OK ST. MARY'S-THOMPSON THOMPSON, B.E. & LOREAN 12/18/2000 1677 138
BECKHAM OK ST. MARY'S-THOMPSON GORDON, COLLEEN 12/18/2000 1677 141
BECKHAM OK ST. MARY'S-BALES 1-1 REED, NICKY AND ANDREA 01/28/2001 1681 383
BECKHAM OK ST. MARY'S-BALES 1-1 BALES,JIMMY & SUE 01/28/2001 1681 387
BECKHAM OK ST MARY'S -MICHAEL 2-35 DAMRON,MICHAEL & BETH 03/03/2001 1688 317
BECKHAM OK SAMSON-SUTTON 2-17 KRUB, H.B. & KATHRYN 05/10/2001 1694 510
BECKHAM OK SAMSON-SUTTON 2-17 SUTTON, BILLY & GAIL 05/10/2001 1694 513
BECKHAM OK ST MARY'S BARBARA SUE 3-35 DAMRON, MICHAEL / BETH 06/25/2001 1701 037
BECKHAM OK ST MARY'S BARBARA SUE 3-35 WHITE, BARBARA SUE 06/25/2001 1701 370
BECKHAM OK BURLINGTON HARRISON 1-14 RATLIFF, DANNIE HARRISON 07/13/2001 1703 317
BECKHAM OK STARKEY-ELLIS INTERCONNECT SAULS, GLORIA ETAL 07/17/2001 1705 310
BECKHAM OK BURLINGTON COY 1-10 & 2-15 RUSSELL, BETTY & COY,MIKE 07/13/2001 1709 043
BECKHAM OK BURLINGTON COY 1-10 & 2-15 JACOBS, SHIRLEY JEAN 07/23/2001 1709 044
BECKHAM OK BURLINGTON COY 1-10 & 2-15 MILLER, JAMES & SHARON 07/13/2001 1709 441
BECKHAM OK ST MARY'S DOWDELL BELL, DEWAIDE 10/05/2001 1712 177
BECKHAM OK SMOC BILLY 7-20 SUTTON, BILLY & GAIL 10/15/2001 1714 565
BECKHAM OK SMOC BILLY 7-20 CARPENTER, JOHN DALE 10/18/2001 1714 568
BECKHAM OK NGL PIPELINE S.A. RUSSELL, ET UX 00/00/0000 1722 229
BECKHAM OK NGPL INTERCONNECT TO EL PASO DAVIS, THOMAS CHESTER 12/14/2001 1725 001
BECKHAM OK CO LINE COMPRESSOR STATION EXTENS JANES, KIM & KELLY 12/20/2001 1726 121
BECKHAM OK CO LINE COMPRESSOR STATION EXTENS JACOBS, SHIRLEY JEAN 12/24/2001 1726 124
BECKHAM OK CO LINE COMPRESSOR STATION EXTENS NUTLEY, CHARLES 12/28/2001 1726 128
BECKHAM OK CO LINE COMPRESSOR STATION EXTENS JONES, CAROL & J. CODY 12/12/2001 1726 131
BECKHAM OK ST MARY'S WHINERY 3-2 FLYING W RANCH PRTNRSHIP 02/15/2002 1728 167
BECKHAM OK 6" AND 10" INTERCONNECT FLYING W RANCH, PRTNRSHIP 01/16/2002 1729 134
BECKHAM OK ST. MARY'S BETH 2-9 DAMRON, MICHAEL C.& BETH 02/21/2002 1729 274
BECKHAM OK A. L. 2-10 FLYING W RANCH PRTNERSHIP 03/20/2002 1732 354
Schedule 4.21(A)
page 5
BECKHAM OK WEST MAYFIELD PIPELINE SUTTON, BILLY ET AL 07/16/1982 586 284
BECKHAM OK WEST MAYFIELD PIPELINE VIERSEN, RALPH JR. ET AL 07/20/1982 588 235
BECKHAM OK WEST MAYFIELD PIPELINE PURYEAR, BELO 12/09/1982 640 12
BECKHAM OK SANDERS, OTIS ET UX 05/02/1984 719 1
BECKHAM OK WILLIAMS, NADINE ET VIR 05/16/1984 738 210
BECKHAM OK MIKLES, TOM A. ET UX 05/17/1984 738 212
BECKHAM OK HART, ELVA JANE 05/31/1984 738 214
BECKHAM OK CARPENTER, ANITA ET VIR 05/21/1984 738 216
BECKHAM OK LONG, MELVIN 06/28/1984 738 218
BECKHAM OK RICHARDSON, JAMES ET UX 05/22/1984 738 220
BECKHAM OK MCCANDLESS, WILLIAM ET UX 05/22/1984 738 222
BECKHAM OK VALERO HARTMAN #1 HESTER, VOYNE 05/07/1984 738 224
BECKHAM OK HESTER, VOYNE 05/30/1984 738 226
BECKHAM OK GREENE, JULIA ET AL 05/29/1984 738 228
BECKHAM OK JACKSON, EDITH L. 05/18/1984 738 230
BECKHAM OK MERRICK, WALTER F. ET UX 06/01/1984 738 232
BECKHAM OK KIRK, JERRY R. ET UX 06/27/1984 738 234
BECKHAM OK HARMON, J. E. ET UX 06/25/1984 738 236
BECKHAM OK DAMRON, DEAN ET UX 05/26/1984 738 238
BECKHAM OK ROBSON, LEE ET UX 05/16/1984 738 240
BECKHAM OK O'HARA, GEORGE H. 06/20/1984 738 242
BECKHAM OK STATE OF OKLAHOMA LAND 07/03/1984 738 244
BECKHAM OK MELZER, STEVE ET UX 07/02/1984 738 246
BECKHAM OK DAMRON, DEAN ET UX 05/26/1984 738 248
BECKHAM OK KIRK, JERRY R. ET UX 05/28/1984 738 250
BECKHAM OK MIKLES, LUTHER ET UX 05/17/1984 738 252
BECKHAM OK MIKLES, GENE A. ET UX 05/16/1984 738 254
BECKHAM OK AKRIDGE, CECIL ET UX 05/23/1984 738 256
BECKHAM OK WALTER, RUBY 05/23/1984 738 258
BECKHAM OK DAUGHERTY, EVERETT E. 05/29/1984 738 260
BECKHAM OK BEIERSCHMITT, ESTA MAY 05/23/1984 738 262
BECKHAM OK HILGENBERG, KENNETH 05/30/1984 738 264
BECKHAM OK JOHNSON, DWAYNE 06/08/1984 738 266
BECKHAM OK WILLIAMS, D. Q. ET UX 06/07/1984 738 268
BECKHAM OK BEIERSCHMITT, ESTA MAY 06/26/1984 738 270
BECKHAM OK HEFLEY, T. L. ESTATE 06/22/1984 738 272
BECKHAM OK PLUMMER, CALVIN JR. ET UX 06/09/1984 738 274
BECKHAM OK DAMRON, JERRY ET UX 05/10/1984 738 276
BECKHAM OK RATCLIFF, MIRIAM 05/17/1984 738 278
BECKHAM OK SPITZER, ROBERT H. ET UX 05/18/1984 738 280
BECKHAM OK MARRIOTT, ORVILLE L. 05/16/1984 738 282
BECKHAM OK CHOAT, DANNY ET UX 05/10/1984 738 284
BECKHAM OK COY, EMILY ET VIR 06/11/1984 738 286
BECKHAM OK SIMMERMAN, GERALD ET UX 04/29/1984 738 288
BECKHAM OK SLATTEN, GENEVA 05/19/1984 738 290
BECKHAM OK SMITH, WILLIAM RONALD 05/23/1984 738 292
BECKHAM OK JAY, ESTHER A. ET VIR 05/10/1984 738 294
BECKHAM OK BLACKMON, BILLIE M 05/18/1984 738 296
BECKHAM OK KING, E. W. 05/18/1984 738 298
BECKHAM OK HILGENBERG, KENNETH 05/08/1984 738 300
BECKHAM OK DAUGHERTY, EVERETT E. 05/29/1984 738 302
BECKHAM OK DAMRON, DEAN ET UX 04/28/1984 738 304
Schedule 4.21(A)
page 6
BECKHAM OK MIKLES, LUTHER ET UX 05/10/1984 738 306
BECKHAM OK KIRK, JERRY R. ET UX 06/27/1984 738 308
BECKHAM OK DAMRON, DEAN ET UX 04/28/1984 738 310
BECKHAM OK ROBSON, LEE ET UX 05/04/1984 738 312
BECKHAM OK WEIR, C. W. 05/11/1984 738 314
BECKHAM OK TIMM, LOWELL ET UX 05/11/1984 738 316
BECKHAM OK JARVIS, JACK 05/17/1984 738 318
BECKHAM OK WILLIAMS, NADINE ET VIR 04/28/1984 738 320
BECKHAM OK FELTON, BOB J. 05/04/1984 738 322
BECKHAM OK JACKSON, EDITH LUCILLE 05/08/1984 738 324
BECKHAM OK HESTER, LOIS 05/02/1984 738 326
BECKHAM OK HESTER, VOYNE ALFRED 05/02/1984 738 328
BECKHAM OK HARMON, J. E. ET UX 05/17/1984 738 330
BECKHAM OK HART, KENNETH ET UX 05/31/1984 738 333
BECKHAM OK POWELL, GEORGE 05/29/1984 738 335
BECKHAM OK DUGGER, M. R. 05/18/1984 738 337
BECKHAM OK GAINES, GENE 05/29/1984 738 340
BECKHAM OK HAVERCROFT, GLENNA GAINES 05/18/1984 738 342
BECKHAM OK GAINES, LARRY G. 05/14/1984 738 344
BECKHAM OK SCHUELKE, MINNIE DAVIS 06/05/1984 738 346
BECKHAM OK DELAY, CLARENCE M. 06/06/1984 738 348
BECKHAM OK 6" VALERO THETFORD LATERAL DAMRON, BARBARA SUE 08/28/1984 744 291
BECKHAM OK 6" VALERO THETFORD LATERAL SPITZER, ROBERT H. ET UX 08/28/1984 750 340
BECKHAM OK 6" VALERO THETFORD LATERAL MONTGOMERY, SAM ESTATE 09/18/1984 750 342
BECKHAM OK PLUMMER, CHARLES JR. 09/18/1984 750 344
BECKHAM OK MUSIC SMITH, WILLIAM RONALD 08/31/1984 750 346
BECKHAM OK MUSIC WALTER, KENNETH B. ET UX 08/24/1984 750 348
BECKHAM OK MUSIC SMITH, JAMES ROBERT 07/13/1984 751 1
BECKHAM OK WALTER, KENNETH TRUSTEE 07/16/1984 751 10
BECKHAM OK DAVIS, PAULINE 07/14/1984 751 12
BECKHAM OK KELLY, CORA A. 07/17/1984 751 14
BECKHAM OK HUTSON, JAMES L. ET UX 07/11/1982 751 157
BECKHAM OK MARSHALL, RONALD GENE 06/29/1984 751 160
BECKHAM OK RATCLIFF, DANNIE 07/20/1984 751 3
BECKHAM OK MUSIC CLINE, ROE B. JR. ET UX 07/18/1984 751 6
BECKHAM OK WALTERS, MARIE 07/13/1984 751 8
BECKHAM OK ANSEL, HERSHEL ET UX 09/25/1984 754 42
BECKHAM OK VALERO THETFORD WELL THETFORD, LAWANDA ET AL 10/09/1984 754 45
BECKHAM OK VALERO MUSIC FINLEY, JAMES ET UX 10/31/1984 762 250
BECKHAM OK VALERO MUSIC FINLEY, MARY 10/31/1984 762 252
BECKHAM OK WEIR, C. W. 11/26/1984 765 147
BECKHAM OK FELTON, BOB ET UX 11/26/1984 765 149
BECKHAM OK WILLIAMS, WILEY E. ET UX 10/10/1985 787 127
BECKHAM OK MIKLES, TOM ET UX 01/09/1985 787 129
BECKHAM OK PLUMMER, CHARLES JR. 01/16/1985 787 131
BECKHAM OK WEST MAYFIELD PIPELINE PURYEAR, BELO 10/04/1984 794 337
BECKHAM OK PATTON, RICKY ET UX 02/25/1985 794 60
BECKHAM OK SHELL WESTERN E & P, INC. 12/18/1984 794 62
BECKHAM OK HARTMAN, MARK ET AL 03/05/1985 797 10
BECKHAM OK VALERO M. HARTMAN #3 DAMRON, BARBARA SUE 03/12/1985 797 104
BECKHAM OK MORRIS, ROY ET UX 03/11/1985 797 106
Schedule 4.21(A)
page 7
BECKHAM OK WALTERS #1 & #2 / MUSIC #3 WALTER, KENNETH TRUSTEE 03/13/1985 797 328
BECKHAM OK MUSIC, G. G. ET UX 03/13/1985 797 330
BECKHAM OK WALTERS, DELLA ET AL 03/13/1985 797 332
BECKHAM OK HARTMAN, MARSHALL ET UX 03/14/1985 797 335
BECKHAM OK BRAUCHI, MILO ET UX 03/14/1985 797 337
BECKHAM OK FLYNN, J. M. 02/28/1985 797 4
BECKHAM OK MANIACI, JAMES L. ET UX 03/05/1985 797 6
BECKHAM OK ROBSON, LEE L. ET UX 03/07/1985 797 8
BECKHAM OK WALTER, JAMES ET UX 03/22/1985 801 145
BECKHAM OK CARNES, BOB ET UX 03/22/1985 801 147
BECKHAM OK HAASE, HAZEL 03/22/1985 801 149
BECKHAM OK RATCLIFF, DANNIE, ET VIR 03/21/1985 801 151
BECKHAM OK VALERO HARTMAN 1-34 HESTER, VOYNE ET UX 03/29/1985 804 193
BECKHAM OK ANSEL, HERSHEL ET UX 03/27/1985 804 195
BECKHAM OK HALLIGAN, HARRISON ET UX 03/29/1985 804 197
BECKHAM OK CARNES, JOHN ET UX 03/25/1985 804 199
BECKHAM OK CARNES, JOHN W. ET UX 03/25/1985 804 201
BECKHAM OK ELK CITY PLANT SITE 10.90 ACRES AQUILA GAS PROCESSING 05/24/1985 813 262
BECKHAM OK DAMRON, DEAN ET UX 05/28/1985 819 276
BECKHAM OK HART, KENNETH ET UX 06/25/1985 819 278
BECKHAM OK DAVIS, MADALYN 06/24/1985 819 280
BECKHAM OK SEALES, J. C. ET UX 06/21/1985 819 282
BECKHAM OK M & K CONSULTANTS, INC. 07/06/1985 823 105
BECKHAM OK SHOTWELL, ROY ET UX 07/06/1985 823 107
BECKHAM OK BRAUCHI, MILO ET UX 07/05/1985 823 109
BECKHAM OK CARNAHAN, SELMA 07/08/1985 823 111
BECKHAM OK HUTSON, JAMES ET UX 07/08/1985 823 113
BECKHAM OK BRAUCHI, NETA ET VIR 07/09/1985 823 115
BECKHAM OK MCCAMON, MERLE 07/09/1985 823 117
BECKHAM OK DAMRON, DEAN 07/03/1985 823 119
BECKHAM OK ROBERTSON, CLENICE ET AL 07/17/1985 825 14
BECKHAM OK ROBERTSON, CLENICE ET AL 07/17/1985 825 16
BECKHAM OK BRAUCHI, MILO ET UX 07/17/1985 825 18
BECKHAM OK BELL, DEWALDE ET AL 07/16/1985 825 20
BECKHAM OK BELL, DEWAIDE 07/16/1985 825 22
BECKHAM OK ROBERTSON, ALTIE ET VIR 07/16/1985 825 24
BECKHAM OK MUSIC, NELLIE JO ET VIR 07/11/1985 825 26
BECKHAM OK GRIFFIS, TED ET UX 07/08/1985 825 28
BECKHAM OK HARTMAN, MARK E. ET AL 07/10/1985 825 30
BECKHAM OK COOGAN, LOUISE H. 07/22/1985 827 183
BECKHAM OK MERRICK, WALTER ET UX 07/23/1985 827 185
BECKHAM OK VIERS, WALTER ET UX 07/23/1985 827 187
BECKHAM OK VALERO-SMITH SMITH, J. R. JR. 07/25/1985 827 189
BECKHAM OK SMITH, J. R. JR. 07/25/1985 827 189
BECKHAM OK DOVELL, RENA ET VIR 07/18/1985 827 191
BECKHAM OK THURMAN, HAROLD ET AL 07/24/1985 827 193
BECKHAM OK FINLEY, J. R. ET UX 07/25/1985 827 195
BECKHAM OK KILHOFFER, ROBERT ET UX 07/26/1985 827 197
BECKHAM OK JACKSON, EDITH 07/29/1985 827 199
BECKHAM OK CARNES, JOHN W. ET UX 07/25/1985 827 201
BECKHAM OK HANNI, RALPH 07/26/1985 827 203
BECKHAM OK MCCOY, KATHLEEN 07/26/1985 836 145
Schedule 4.21(A)
page 8
BECKHAM OK MCCOY, ROBERT E. 07/24/1985 836 149
BECKHAM OK JARVIS, EUGENIA ET VIR 07/30/1985 842 172
BECKHAM OK FINLEY, MARY ET VIR 07/25/1985 842 174
BECKHAM OK 12" PIPELINE STATE OF OKLAHOMA 02/03/1986 883 271
BECKHAM OK WALTER, KENNETH B. 11/18/1985 883 282
BECKHAM OK MORRIS, ROY DWAYNE ET UX 03/11/1985 883 284
BECKHAM OK KIRK, JERRY R. 03/26/1986 883 286
BECKHAM OK GREENE, JULIA ET AL 12/12/1985 883 288
BECKHAM OK MORRIS, ROY D. ET UX 02/27/1988 883 290
BECKHAM OK EDWARDS, R. N. ET UX 12/19/1985 883 292
BECKHAM OK MIKLES, J. A. ET UX 12/19/1985 883 294
BECKHAM OK ROBERTSON, DIMP ET UX 12/13/1985 883 296
BECKHAM OK TIMM, LOWELL E. ET UX 12/18/1985 883 298
BECKHAM OK BELL, DEWAIDE ET AL 12/13/1985 883 300
BECKHAM OK ROBSON, LEE ET UX 12/19/1985 883 302
BECKHAM OK BROWN, FRED L. 12/17/1985 883 304
BECKHAM OK BROWN, CARL R. JR. 12/17/1985 883 306
BECKHAM OK ROBERTSON, VIRGIL ET UX 12/13/1985 883 308
BECKHAM OK BELL, DEWAIDE 12/13/1985 883 310
BECKHAM OK HARMON, ALLIE L. 05/15/1986 883 312
BECKHAM OK DAUGHERTY, EVERETT E. 12/19/1985 883 321
BECKHAM OK WALTERS, RAYMOND ET UX 12/18/1995 883 323
BECKHAM OK MUSIC, GOBEL ET UX 12/17/1985 883 325
BECKHAM OK WEBER, ALVIN ET UX 01/30/1986 883 327
BECKHAM OK SHELL WESTERN E & P, INC. 03/31/1986 886 90
BECKHAM OK THURMAN, S. D. ET AL 06/27/1986 890 124
BECKHAM OK DUGGER, ROSS 06/26/1986 890 65
BECKHAM OK MERRICK, WALTER 06/26/1986 890 69
BECKHAM OK CARPENTER, ANITA ET VIR 06/26/1986 890 71
BECKHAM OK WALTERS, RAYMOND 06/26/1986 890 73
BECKHAM OK PUCKETT FARMS, INC. 03/27/1986 890 76
BECKHAM OK WEST MAYFIELD PIPELINE SUTTON, FRANKIE ET AL 06/19/1986 896 154
BECKHAM OK TIMM, LOWELL ET UX 07/30/1986 899 196
BECKHAM OK HART, ELVA ET VIR 09/10/1986 902 320
BECKHAM OK WEST MAYFIELD PIPELINE PURYEAR, BELO 06/23/1986 903 76
BECKHAM OK HARMON, ALLIE 11/11/1985 904 316
BECKHAM OK SUTTON, FRANKIE 10/15/1986 909 249
BECKHAM OK SUTTON, BILLY 10/15/1986 909 251
BECKHAM OK CALDWELL, LOIS 10/17/1986 909 253
BECKHAM OK CUPP, GARY 10/17/1986 910 68
BECKHAM OK CUPP, JOHN 10/22/1986 911 11
BECKHAM OK MERRICK, WALTER 12/01/1986 917 67
BECKHAM OK REED, R. A. 11/29/1986 917 69
BECKHAM OK CUPP, GARY 10/30/1986 917 71
BECKHAM OK MIKELS, GENE 05/14/1987 950 321
BECKHAM OK KIRK, JUANITA ET VIR 05/18/1987 950 323
BECKHAM OK MABRY, DONALD ET UX 05/14/1987 950 325
BECKHAM OK MIKLES, LUTHER P. ET UX 05/14/1987 950 327
BECKHAM OK FENDER, HUGH ET UX 05/15/1987 950 329
BECKHAM OK MIKLES, BILLY ET UX 05/16/1987 950 331
BECKHAM OK GAINES, GENE W. 05/19/1987 950 333
BECKHAM OK FELTON, BOB 02/27/1986 958 292
BECKHAM OK HART, KENNETH 01/22/1986 958 294
Schedule 4.21(A)
page 9
BECKHAM OK WALTER, KENNETH 11/06/1985 958 296
BECKHAM OK SIMMONS, MARVIN ET UX 05/27/1987 958 298
BECKHAM OK DAUGHERTY, EVERETT 03/03/1986 958 300
BECKHAM OK CALDWELL, LOIS 10/28/1986 958 302
BECKHAM OK HUBBARD, BILL ET AL 11/06/1985 958 304
BECKHAM OK BRINKLEY, RONNY ET UX 05/18/1987 958 306
BECKHAM OK DAMRON, DEAN 05/27/1987 958 308
BECKHAM OK LONG, MELVIN 05/27/1987 958 310
BECKHAM OK SUTTON, FRANKIE 06/04/1987 959 62
BECKHAM OK MCENTIRE, RICHARD 06/04/1987 959 64
BECKHAM OK BENTON, CLARK 06/08/1987 961 7
BECKHAM OK SAULS, DOLORES ET VIR 07/31/1987 966 70
BECKHAM OK SAULS, GLORIA 08/03/1987 966 72
BECKHAM OK SUTTON, FRANKIE 08/03/1987 966 74
BECKHAM OK SEALES, HELEN 11/05/1987 982 131
BECKHAM OK MOORE, GLENN 11/05/1987 982 133
BECKHAM OK AKRIDGE, CECIL 12/15/1987 990 187
BECKHAM OK MIKLES, LUTHER 12/15/1987 990 189
BECKHAM OK WALTER, RUBY ESTATE 12/15/1987 990 191
BECKHAM OK DAUGHERTY, EVERETT 12/12/1987 990 193
BECKHAM OK DAMRON, DEAN 12/17/1987 990 195
BECKHAM OK THETFORD, JOICE 01/22/1988 996 116
ROGER MILLS OK CARTER, LAURA BELL 11/06/1990 1174 248
ROGER MILLS OK KLOPFENSTEIN, JOHN 11/08/1990 1174 250
ROGER MILLS OK MIKLES, TOM 11/07/1990 1174 252
ROGER MILLS OK MIKLES, TOM 11/07/1990 1174 254
ROGER MILLS OK CLEMMER, DOROTHY 11/19/1990 1175 222
ROGER MILLS OK MIKLES, TOM ALVIN ET UX 11/03/1993 1376 284
ROGER MILLS OK MOORE WELL CONNECT M & S CATTLE COMPANY, INC 11/22/1994 1448 271
ROGER MILLS OK CAMPBELL 1-15 CAMPBELL, CHARLES & ANNA 12/14/2001 1665 577
ROGER MILLS OK MOORE, GLENN ET UX 01/16/1985 690 186
ROGER MILLS OK FLYNN, J. M. ET UX 06/26/1985 726 66
ROGER MILLS OK MOORE, GLENN ET UX 06/21/1985 728 60
ROGER MILLS OK FLYNN, J. M. ET UX 06/21/1985 728 62
ROGER MILLS OK SHIRLEY, DAVID L. ET UX 06/25/1985 728 64
ROGER MILLS OK CARTER, LAURA 06/25/1985 728 68
ROGER MILLS OK CAMPBELL, CHARLES ET UX 07/24/1985 739 81
ROGER MILLS OK LARSON, ROBERT J. 01/06/1986 810 282
ROGER MILLS OK FLYNN, J. M. ET UX 07/03/1986 818 217
ROGER MILLS OK MOORE, GLENN ET UX 09/03/1986 886 276
ROGER MILLS OK PLUMMER, CHARLES ESTATE 09/05/1986 886 278
ROGER MILLS OK CAMPBELL, A. C. 07/20/1987 902 3
ROGER MILLS OK CAMPBELL, MYRTLE 07/20/1987 902 5
ROGER MILLS OK CAMPBELL, CHARLES 07/20/1987 902 7
ROGER MILLS OK CAMPBELL, MYRTLE 07/20/1987 902 9
ROGER MILLS OK FLYNN, J. M. ET UX 01/18/1988 944 124
WHEELER OK APACHE-HARRIS #2-13 MILLS RANCH 12/06/1995 432 333
WASHITA OK ST. MARY'S H-B KRUG, H.B & KATHERINE 00/00/0000 1674 495
WASHITA OK PLUMBTREE, JACKIE 04/22/1986 692 221
WASHITA OK BERGLAN, J. N. ET UX 04/22/1986 695 907
WASHITA OK WALTERS, JAMES C. 11/08/1990 765 126
WASHITA OK WALTERS, JAMES C. 11/08/1990 765 128
WASHITA OK WALTERS, JAMES C. 11/08/1990 765 130
Schedule 4.21(A)
page 10
WASHITA OK WALTERS, JAMES C. 11/08/1990 765 132
WASHITA OK PLUMBTREE, JACKIE 08/30/1991 775 396
WASHITA OK DUNCAN TRISSELL #1 BERGLAN, J. N. 10/21/1992 788 454
WASHITA OK DUNCAN TRISSELL #1 PLUMBTREE, JACKIE 10/14/1992 788 457
WASHITA OK DUNCAN TRISSELL #1 TRISSELL, GERTIE 10/02/1992 788 460
WASHITA OK DUNCAN SYSTEM WEST EXTENSION STAFFORD, EMMA JO 09/29/1992 788 463
WASHITA OK DUNCAN SYSTEM WEST EXTENSION EVANS, JOE A. 10/01/1992 788 466
WASHITA OK DUNCAN SYSTEM WEST EXTENSION CHURCH, V. G. 10/01/1992 788 469
WASHITA OK DUNCAN SYSTEM WEST EXTENSION MCMAKIN, LAQUITA 10/02/1992 788 472
WASHITA OK DUNCAN SYSTEM WEST EXTENSION BLUNDELL, JAMES 10/02/1992 788 475
WASHITA OK DUNCAN SYSTEM WEST EXTENSION PARKS, CLOIE 09/29/1992 788 478
WASHITA OK DUNCAN SYSTEM WEST EXTENSION BERGLAN, JODA N. 10/02/1992 788 481
WASHITA OK EAST 8" EXTENSION GILBERT, BRAD 11/13/1992 790 102
WASHITA OK EAST 8" EXTENSION HINKLE, TISDAL 11/18/1992 790 105
WASHITA OK EAST 8" EXTENSION NIECE, ANN 11/05/1992 790 108
WASHITA OK EAST 8" EXTENSION EVANS, JOE A. 11/13/1992 790 111
WASHITA OK EAST 8" EXTENSION RITCHIE, WANDA 11/13/1992 790 114
WASHITA OK EAST 8" EXTENSION SPRADLIN, SAMUEL 11/16/1992 790 117
WASHITA OK EAST 8" EXTENSION SPRADLIN, LEE 11/17/1992 790 120
WASHITA OK EAST 8" EXTENSION COX, ALICE M. 11/16/1992 790 123
WASHITA OK EAST 8" EXTENSION SPRADLIN, OREN C. 11/13/1992 790 126
WASHITA OK EAST 8" EXTENSION SPRADLIN, DONALD 11/13/1992 790 129
WASHITA OK EAST 8" EXTENSION COWART, MYRTLE 11/13/1992 790 132
WASHITA OK EAST 8" EXTENSION COWART, MYRTLE 11/13/1992 790 135
WASHITA OK EAST 8" EXTENSION CHURCH, V. G. 10/30/1992 790 138
WASHITA OK EAST 8" EXTENSION WALTERS, JAMES 11/05/1992 790 84
WASHITA OK EAST 8" EXTENSION HAGGARD, GLENDEAN 11/13/1992 790 87
WASHITA OK EAST 8" EXTENSION NUTLEY, FRED JOE 11/14/1992 790 90
WASHITA OK EAST 8" EXTENSION ANDERSON, BARBARA 11/21/1992 790 93
WASHITA OK EAST 8" EXTENSION SPRADLIN, DONALD 11/13/1992 790 96
WASHITA OK EAST 8" EXTENSION JONES, BARNEY L. 11/13/1992 790 99
WASHITA OK DUNCAN-CHURCH 1-1 CHURCH, V. G. 12/23/1992 791 47
WASHITA OK DUNCAN CHURCH 1-1 CHURCH, E. J. 12/23/1992 791 50
WASHITA OK DUNCAN-BERGLAN #2-12 BERGLAN, J. N. 02/08/1993 792 741
WASHITA OK DUNCAN-BERGLAN #2-12 CHURCH, E. J. 02/08/1993 792 744
WASHITA OK DUNCAN-BERGLAN #2-12 CHURCH, V. G. 02/12/1993 792 747
WASHITA OK KAISER FRANCIS GEORGE WELL CONNEC EASELY, F. A. ESTATE 03/12/1993 793 105
WASHITA OK OPAL #1-3 & SPRADLIN EVANS 1-35 REINSCHMIEDT, LEON ET UX 02/21/1993 793 554
WASHITA OK OPAL #1-3 & SPRADLIN EVANS 1-35 PIERCE, WILLIE ET UX 02/21/1993 793 556
WASHITA OK OPAL #1-3 & SPRADLIN EVANS #1-35 EVANS, JOE ET UX 02/21/1993 793 558
WASHITA OK OPAL #1-3 & SPRADLIN EVANS #1-35 SPRADLIN, SAMUEL T. 02/24/1993 793 560
WASHITA OK OPAL #1-3 & SPRADLIN EVANS #1-35 RITCHIE, WANDA 02/23/1993 793 562
Schedule 4.21(A)
page 11
WASHITA OK OPAL #1-3 & SPRADLIN EVANS #1-35 SPRADLIN, OREN 02/24/1993 793 564
WASHITA OK OPAL #1-3 & SPRADLIN EVANS #1-35 SPRADLIN, LEE 02/26/1993 793 566
WASHITA OK OPAL #1-3 & SPRADLIN EVANS #1-35 SPRADLIN, DONALD 02/20/1993 793 568
WASHITA OK OPAL #1-3 & SPRADLIN EVANS #1-35 COX, ALICE N, 02/19/1993 793 570
WASHITA OK OPAL #1-3 & SPRADLIN EVANS #1-35 COWART, TOM J. ET AL 02/21/1993 793 572
WASHITA OK BERGLAN #1-12 BERGLAN, JODA ET AL 04/03/1993 794 101
WASHITA OK BERGLAN #1-12 PLUMBTREE, JACKIE ET VIR 04/05/1993 794 101
WASHITA OK BERGLAN #1-12 LORENZ, CHARLES B. ET UX 04/08/1993 794 101
WASHITA OK BERGLAN #1-12 DEW, KATIE ET VIR 04/03/1993 794 101
WASHITA OK BERGLAN #1-12 CLAYTON, BRIAN ET UX 04/03/1993 794 101
WASHITA OK BERGLAN #1-12 DACUS, CALLIE M. TRUSTEE 04/07/1993 794 102
WASHITA OK MERIDIAN INEZ #1-9 SASSEEN, MAX T. 06/07/1993 797 222
WASHITA OK MERIDIAN INEZ #1-9 RINGO, REX ET AL 06/02/1993 797 224
WASHITA OK MERIDIAN INEZ #1-9 RINGO, REX ET AL 06/02/1993 797 226
WASHITA OK MERIDIAN INEZ #1-9 CLAYTON, CLAY ET AL 06/04/1993 797 228
WASHITA OK MERIDIAN SYBIL #1-9 SASSEEN, MAX T. ET UX 06/22/1993 797 230
WASHITA OK MERIDIAN SYBIL #1-9 CLAYTON, SYBIL M. 06/22/1993 797 232
WASHITA OK KAISER FRANCIS-ELDER GEORGE, NAOMA TRUST 08/26/1993 799 906
WASHITA OK KAISER FRANCIS-ELDER EVANS, JOE A. ET UX 07/24/1993 799 911
WASHITA OK MERIDIAN-IRA JOHNSON #1-9 JOHNSON, IRA M. JR. 07/23/1993 799 913
WASHITA OK MERIDIAN-IRA JOHNSON #1-9 CLAYTON, SYBILL M. 07/23/1993 799 915
WASHITA OK MARATHON-CLAYTON #1-8 CLAYTON, BRIAN D. ET UX 09/29/1994 814 105
WASHITA OK MARATHON-CLAYTON #1-8 DACUS, CALLIE TRUST 10/14/1994 814 105
WASHITA OK SONAT-PARKER #1-4 PARKER, JESSE W. ET UX 09/20/1994 814 195
WASHITA OK SONAT-PARKER #1-4 RINGO, REX ET AL 09/20/1994 814 197
WASHITA OK MERIDIAN-TRISSELL #2-10 TRISSELL, RUSSELL ET UX 03/15/1995 820 175
WASHITA OK MERIDIAN-TRISSELL #2-10 FLYING "J" RANCH 03/15/1995 820 177
WASHITA OK MERIDIAN-TRISSELL #2-10 JOHNSON, IRA M. ET UX 03/15/1995 820 179
WASHITA OK TRANSOK DELIVERY 8" NIECE, ANN 02/21/1995 820 242
WASHITA OK DUNCAN-BLACK BLACK, VERNA ET AL 03/15/1995 820 423
WASHITA OK DUNCAN-BLACK LORENZ, CHARLES ET UX 03/13/1995 820 425
WASHITA OK MERIDIAN-PEGGY SYMES, PEGGY LYNN 07/07/1995 824 748
WASHITA OK MERIDIAN-PEGGY SPRADLIN, DONALD ET UX 06/02/1995 824 750
WASHITA OK MERIDIAN FLYING "J" RANCH 1-11 JOHNSON, IRA M. JR. 08/01/1995 825 202
WASHITA OK MERIDIAN FLYING "J" RANCH 1-9 JOHNSON, IRA M. JR. 08/01/1995 825 204
WASHITA OK MERIDIAN FLYING "J" RANCH 1-11 TRISSELL, RUSSELL ET UX 08/01/1995 825 206
WASHITA OK TRISSELL SURFACE SITE 25 X 25 TRISSELL, J. D. ET UX 12/01/1995 828 636
Schedule 4.21(A)
page 12
WASHITA OK SAMSON PARKER PARKER, JESSE W. ET UX 02/14/1996 831 116
WASHITA OK ST. MARY JOHNSON JOHNSON, IRA M. 04/09/1996 833 200
WASHITA OK ST. MARY JOHNSON JOHNSON, LOYD ET UX 04/09/1996 833 202
WASHITA OK MERIDIAN KAY 1-11 PLUMMER, CAROLYN K. 04/18/1996 833 652
WASHITA OK MERIDIAN KAY 1-11 JOHNSON, IRA M. 04/16/1996 833 654
WASHITA OK MERIDIAN KAY 1-11 25 X 25 SURFACE JOHNSON, IRA M. 04/16/1996 833 656
WASHITA OK MERIDIAN JOHNSON STATE 2-15 FLYING "J" RANCH 06/14/1996 836 686
WASHITA OK MERIDIAN LAMBERT 2-18 HAGGARD, GLENDEAN 07/26/1996 839 100
WASHITA OK MERIDIAN LAMBERT 2-18 MARSHALL, FREDERICK T. 07/26/1996 839 101
WASHITA OK MERIDIAN LAMBERT 2-18 LAMBERT, HUBERT 08/19/1996 839 101
WASHITA OK 300 X 300 SURFACE SITE LOCKWOOD, JOYCE 12/18/1996 845 106
WASHITA OK BURLINGTON RESOURCES WERHAN 2-1 R K J FARM COMPANY 01/07/1997 846 685
WASHITA OK BURLINGTON RESOURCES WERHAN 2-1 KERLEY, JAMES ET UX 01/07/1997 846 688
WASHITA OK BURLINGTON RESOURCES WERHAN 2-1 PLUMMER, CAROLYN 01/07/1997 846 690
WASHITA OK BURLINGTON RESOURCES WERHAN 2-1 MANDRELL, WILLIAM ET UX 01/13/1996 847 324
WASHITA OK BURLINGTON NORTHERN FLYING "J" FLYING 'J" RANCH 06/05/1997 856 17
WASHITA OK BURLINGTON RESOURCES BARBER NUTLEY, FRED JOE ET AL 06/26/1997 858 86
WASHITA OK MERIDIAN TNT FLYING "J" RANCH, INC. 08/04/1997 859 53
WASHITA OK MERIDIAN TNT JOHNSON, TERRY LYNN 08/04/1997 859 55
WASHITA OK ST. MARY'S LOFTISS BROACH PARKER, JESSE ET AL 08/08/1997 859 687
WASHITA OK ST. MARY'S LOFTISS BROACH LOFTISS, JEFFERY ET AL 08/08/1997 859 689
WASHITA OK ST. MARY'S ZENA CROW, BEULAH TRUST 10/06/1997 863 100
WASHITA OK ST. MARY'S ZENA CLAYTON, BRIAN ET UX 09/26/1997 863 103
WASHITA OK ST. MARY'S ZENA DEW, KATIE 09/25/1997 863 105
WASHITA OK ST. MARY'S ZENA LORENZ, CHARLES B. ET UX 09/25/1997 863 107
WASHITA OK ST. MARY'S ZENA PLUMBTREE, JACKIE ET UX 09/25/1997 863 109
WASHITA OK ST. MARY'S ZENA BERGLAN, ADDIE M. 10/01/1997 863 111
WASHITA OK ST. MARY'S ZENA YEAGER, ZENA B. ESTATE 10/03/1997 863 97
WASHITA OK BURLINGTON RESOURCES KETO 1-13 LEONARD, BILL TOM ET UX 02/16/1998 868 103
WASHITA OK BURLINGTON RESOURCES KETO 1-13 TRISSELL, MARY RUTH 02/19/1998 868 104
WASHITA OK BURLINGTON RESOURCES KETO 1-13 TRISSELL, J. D. 02/24/1998 868 104
WASHITA OK BURLINGTON RESOURCES MCGHEE JOHNSON, TERRY LYNN 05/14/1998 872 985
WASHITA OK BURLINGTON RESOURCES MCGHEE MCGHEE, JERRY 05/14/1998 872 987
WASHITA OK BURLINGTON RESOURCES KING 2-2 TEEL, TRAVIS R. ET UX 06/16/1998 874 287
WASHITA OK BURLINGTON RESOURCES KING 2-2 WILLIAMS, SARA JO TRUSTEE 06/03/1998 874 289
WASHITA OK BURLINGTON RESOURCES KING 2-2 KING, JOHN EDWARD ET UX 06/02/1998 874 291
Schedule 4.21(A)
page 13
WASHITA OK BURLINGTON RESOURCES LA MASTERS CLAYTON, CLAY ET AL 07/17/1998 876 16
WASHITA OK BURLINGTON RESOURCES FLYING "J" JOHNSON, IRA M. JR. 09/16/1998 878 538
WASHITA OK BURLINGTON RESOURCES FLYING "J" CLAYTON GREGORY ET AL 09/15/1998 878 540
WASHITA OK BURLINGTON RESOURCES FLYING "J" CLAYTON, GREGORY ET AL 09/15/1998 878 542
WASHITA OK BURLINGTON RESOURCES FLYING "J" RINGO, DOVIE LIFE ESTATE 09/15/1998 878 544
WASHITA OK BURLINGTON RESOURCES FLYING "J" CLAYTON, BRIAN D. ET UX 09/15/1998 878 546
WASHITA OK E.J. CHURCH LIFE ESTATE 01/31/2000 901 677
WASHITA OK CHURCH, LELAN F 03/08/2000 902 745
WASHITA OK KAISER FRANCIS-STROBEL # 2-32 STROBEL, MARK 03/07/2000 902 877
WASHITA OK MARATHON - ANN SCHNEBERGER TRUST 03/07/2000 902 880
WASHITA OK MARATHON- ANN HILL, JC AND ALICE 02/22/2000 902 902
WASHITA OK KFOC SPITZ # 1-28 HINKLE, TIDSAL 05/19/2000 906 687
WASHITA OK MARATHON-LUCAS # 3-25 LUCAS, ROBERT ETAL 05/15/2000 906 690
WASHITA OK KAISER FRANCES-WILLA JO BOWDEN, PHILLIP TRUST 03/16/2000 906 93
WASHITA OK DUNCAN-PLUMMER # 1-11 JOHNSON, IRA M. JR 05/24/2000 906 989
WASHITA OK 00/00/0000 907 269
WASHITA OK KFOC CLUCK # 3-32 CLUCK, ALTON AND RUBY 00/00/0000 907 269
WASHITA OK TRAIL CREEK PIPELINE DOYLE D. TURNER TRUST 08/28/2000 910 100
WASHITA OK TRAIL CREEK PIPELINE RUTH I. WALTER TRUST 08/09/2000 910 100
WASHITA OK TRAIL CREEK PIPELINE NICHOLS, JOHN R TRUST 08/07/2000 910 100
WASHITA OK TRAIL CREEK PIPELINE TRISSELL, RUSSELL ETAL 08/07/2000 910 101
WASHITA OK TRAIL CREEK PIPELINE MANNING, NETTIE K 08/08/2000 910 101
WASHITA OK TRAIL CREEK PIPELINE BERGLAN TRUST 08/09/2000 910 101
WASHITA OK TRAIL CREEK COMPRESSOR SITE TRISSEL, RUSSELL ETAL 07/29/2000 910 959
WASHITA OK KAISER FRANCIS STROBEL STROBEL, MARK 08/07/2000 910 962
WASHITA OK KFOC NICHOLS NICHOLS TRUST, JOHN R 09/29/2000 912 531
WASHITA OK EAST DILL CITY COMPRESSOR LORENZ,HELEN W FOR CHARLE 10/21/2000 913 281
WASHITA OK DILL CITY COMPRESSOR LOCKWOOD, JOYCE 10/24/2000 913 579
WASHITA OK BURLINGTON-TRISSELL FLYING J RANCH 10/17/2000 913 581
WASHITA OK BURLINGTON-TRISSELL # 6-10 TRISSELL, RUSSELL 10/18/2000 913 584
WASHITA OK CHESAPEAKE HOWARD 1-1 NELSON, D. ANN ETAL 11/01/2000 914 557
WASHITA OK CHESAPEAKE HOWARD 1-1 WOOD, HELEN 11/01/2000 914 560
WASHITA OK CHESAPEAKE HOWARD 1-1 ROGERS, EDITH 10/30/2000 914 563
WASHITA OK CHESAPEAKE HOWARD 1-1 HOWARD, JAMES H 10/30/2000 914 566
WASHITA OK CHESAPEAKE HOWARD 1-1 SCHULZ, BILLY E 11/04/2000 914 569
WASHITA OK CHESAPEAKE HOWARD 1-1 EVETTS,JOE LIVING TRUST 10/30/2000 914 572
Schedule 4.21(A)
page 14
WASHITA OK KFOC EARL 1-23 CHURCH EARL 11/15/2000 914 639
WASHITA OK KFOC WALTERS 1-16 WALTER TRUST, RUTH I 11/17/2000 914 915
WASHITA OK BURLINGTON- BLANTON 7-9 FLYING "J" RANCH, INC. 12/02/2000 915 263
WASHITA OK BURLINGTON-BLANTON 7-9 BLANTON, DORIS & H.G. 12/02/2000 915 266
WASHITA OK KFOC EARL 1-23 LUCAS TRUST, RUBY & RALPH 10/20/0200 915 392
WASHITA OK KFOC NICHOLS NICHOLS TRUST, JOHN R. 12/05/2000 915 578
WASHITA OK BURLINGTON-KAY 2-11 PLUMMER, CAROLYN 12/08/2000 915 623
WASHITA OK BURLINGTON-KAY 2-11 FLYING "J" RANCH, INC. 12/08/2000 915 626
WASHITA OK BURLINGTON-KAY 2-11 TRISSELL, RUSSELL & ANN 12/08/0200 915 629
WASHITA OK MARATHON-JERALDINE EVETTS LIVING TRUST 01/11/2001 916 100
WASHITA OK MARATHON-GWENDOLYN 4-25 SCHNEBERGER,ELDRED 01/24/2001 917 478
WASHITA OK MARATHON-GWENDOLYN 4-25 BOWDEN, PHILLIP/WILLA JO 01/17/2001 917 482
WASHITA OK MANDRELL 3-2 PLUMMER, CAROLYN KAY 02/02/2001 918 143
WASHITA OK MANDRELL #3-2 MANDRELL, MARY C. 02/02/2001 918 146
WASHITA OK MANDRELL 3-2 BROWN, JAMES D. BKF FARMS 02/08/2001 918 149
WASHITA OK MANDRELL 3-2 KERLEY, JAMES & LADONNA 02/02/2001 918 153
WASHITA OK KAISER FRANCIS-SOKOLOSKY 5-32 CHUCK, ALTON LIFE ESTATE 02/02/2001 918 156
WASHITA OK KAISER FRANCIS - SOKOLOSKY 5-32 SOKOLOSKY, PHYLLIS 02/12/2001 918 159
WASHITA OK 00/00/0000 918 765
WASHITA OK KFOC WALTER 2-15 WALTER, RUTH TRUST 02/02/2001 918000 765
WASHITA OK MARATHON WANDA 1-17 WALTER, RUTH I TRUST 02/22/2001 920 105
WASHITA OK MARATHON WANDA 1-17 SHIELDS, WANDA ROBINSON 02/22/2001 920 108
WASHITA OK SAPIENT-LEACH TRISSELL,RUSSELL & ANN 03/14/2001 920 246
WASHITA OK SEPIENT-LEACH LEACH, RONALD & DIEADRE 03/19/2001 920 249
WASHITA OK SAPIENT-LEACH MCGHEE, JERRY FOR V.MCGHE 03/14/2001 920 252
WASHITA OK KFOC HUDDLE 2-33 BANKS, GARY 04/06/2001 920 679
WASHITA OK KFOC SHEILDS 2-26 LUCAS,RUBY & RALPH TRUST 03/21/2001 920 868
WASHITA OK KFOC HUDDLE 2-33 HUDDLE, LAWRENCE & JO ANN 04/06/2001 921 333
WASHITA OK BURLINGTON-PLUMBTREE PLUMBTREE, JACKIE&NELSON 05/03/2001 922 829
WASHITA OK DILL CITY COMPRESSOR BERLAN LIVING TRUST 04/24/2001 922 967
WASHITA OK MARATHON-WALTERS 2-16 WALTER, RUTH I TRUST 05/07/2001 923 340
WASHITA OK BURLINGTON-CLAYTON 8-9 CLAYTON, ETAL 06/15/2001 925 349
WASHITA OK KFOC LUCAS 1-27 RUBY & RALPH LUCAS TRUST 06/08/2001 925 42
WASHITA OK BURLINGTON HICKLIN 1-9 SASSEEN, LINDA 07/20/2001 927 507
WASHITA OK BURLINGTON HICKLIN 1-9 LOFTISS TRUST 07/11/2001 927 510
WASHITA OK HINKLE 2-28 HINKLE, TISDAL & OPAL 08/21/2001 928 328
WASHITA OK WASHITA BANKS, MAX T. 08/21/2001 928 974
WASHITA OK WASHITA RUTH WALTER TRUST 07/30/2001 928 977
WASHITA OK LUCAS 2-25 LUCAS, RUBY & RALPH TRUST 08/31/2001 929 515
WASHITA OK LUCAS 2-25 LUCAS, ROBERT I 08/23/2001 929 518
WASHITA OK SHEILDS 3-26 CHURCH, LELAN F 09/04/2001 929 715
WASHITA OK BURLINGTON-TRISSELL #6-7 TRISSELL AND ELLA MAE 09/07/2001 929 825
WASHITA OK BURLINGTON- TRISSELL #6-7 THE BERGLAN TRUST 09/21/2001 929 828
WASHITA OK WERHAN 2-2 MANDRELL, WILLIAM C. 10/10/2001 931 10
WASHITA OK WERHAN 2-2 TEEL, TRUMAN & STELLA 10/10/2001 931 4
Schedule 4.21(A)
page 15
WASHITA OK WERHAN 2-2 TEEL, TRAVIS & VENA 10/10/2001 931 7
WASHITA OK MARATHON-LUCAS 6-25 LUCAS TRUST, RUBY & RALPH 11/01/2001 932 530
WASHITA OK KAISER FRANCIS YVONNE 6-32 STROBEL, MARK & ANGELA 10/25/2001 932 646
WASHITA OK KAISER FRANCIS YVONNE 6-32 CARPENTER, YVONNE 10/25/2001 932 649
WASHITA OK KAISER FRANCIS SALSMAN 3-21 SALSMAN,JAMES/VADA HARSEN 11/06/2001 932 665
WASHITA OK KAISER FRANCIS SALSMAN 3-21 NICHOLS, JOHN R TRUST 11/02/2001 932 668
WASHITA OK WEST SENTINEL LATERAL SCHULZ, BILLY 10/13/2001 932 742
WASHITA OK WEST SENTINEL LATERAL WARD, BETTY & CLAYTON 10/08/2001 932 745
WASHITA OK WEST SENTINEL LATERAL JOE EVETTS LIVING TRUST 10/08/2001 932 748
WASHITA OK BURLINGTON-RESOURCES KAY 2-11 JOHNSON, IRA M 11/02/2001 932 751
WASHITA OK BURLINGTON RESOURCES RINGO 9-9 CLAYTON, CLAY & ETAL 11/01/2001 932 754
WASHITA OK BURLINGTON RESOURCES RINGO 9-9 RINGO, DOVIE LIFE ESTATE 11/01/2001 932 760
WASHITA OK ELK CREEK LATERAL LUCAS, RUBY & RALPH TRUST 11/01/2001 933 459
WASHITA OK ELK CREEK LATERAL LUCAS, ROBERT I. 11/15/2001 933 462
WASHITA OK ELK CREEK LATERAL COTHRAN,MABEL 10/13/2001 933 466
WASHITA OK CHESAPEAKE ROBINSON 3-18 ROBINSON, WANDA LEE 11/23/2001 934 30
WASHITA OK CHESAPEAKE ROBINSON 3-18 ROBINSON, JON NORMAN 00/00/0000 934 33
WASHITA OK CHESAPEAKE ROBINSON 3-18 SHIELDS, WANDA ROBINSON 11/23/2001 934 36
WASHITA OK NGPL LATERALS JOHNSON, TERRY LYNN 11/12/2001 934 93
WASHITA OK NGPL LATERALS MCGHEE, JERRY 11/12/2001 934 96
WASHITA OK COUNTY LINE COMPRESSOR SITE MUSIC, NELLIE JOE 12/04/2001 935 1
WASHITA OK COUNTY LINE COMPRESSOR SITE MUSIC, NELLIE JOE 12/04/2001 935 4
WASHITA OK COUNTY LINE COMPRESSOR SITE ROBINSON, WANDA LEE 11/29/2001 935 7
WASHITA OK KAISER FRANCIS NICHOLS 3-22 NICHOLS, JOHN R TRUST 01/03/2002 936 51
WASHITA OK NGPL LATERALS BANKS, GARY 11/13/2001 936 54
WASHITA OK BURLINGTON RESOURCES ALFRED 2-31 TAYLOR, IRA BOB/ WILMA E. 01/03/2002 936 570
WASHITA OK BURLINGTON RESOURCES ALFRED 2-31 MCMANAMAN, RICKY/DEBBIE 01/03/2002 936 573
WASHITA OK BURLINGTON RESOURCES ALFRED 2-31 PROPPS, FRANCIS K. 01/03/2002 936 576
WASHITA OK KAISER FRANCIS NICHOLS 4-22 JOHN R. NICHOLS TRUST 01/30/2002 937 312
WASHITA OK MARATHON ANN 5-31 SCHNEBERGER LIVING TRUST 02/12/2002 938 125
WASHITA OK SANGUINE-MELVIN 2-28 GILBERT, BRAD CLINT 03/15/2002 939 608
WASHITA OK SANGUINE-MELVIN 2-28 HINKLE, TISDAL/OPAL 03/02/2002 939 612
WASHITA OK KAISER-FRANCIS-SHIELDS 4-26 LUCAS TRUST, RUBY & RALPH 03/18/2002 939 953
WASHITA OK YEAGER-CLAYTON 1-8 RINGO, DOVIE & JACKIE 03/21/2002 940 122
WASHITA OK YEAGER-CLAYTON 1-8 CLAYTON, CLAY ETAL 03/29/2002 940 92
WASHITA OK YEAGER-CLAYTON 1-8 RINGO, DOVIE & JEFFEREY 03/29/2002 940 98
Schedule 4.21(A)
page 16
SCHEDULE 4.22
HISTORICAL VOLUMES
2003
residue gas volumes (MMBtu/day) Jan Feb Mar Apr May Jun Jul Aug
- ------------------- ----------- ----- ----- ----- ------ ------- ----- ------ ------
throughput sold 27 32 36 52 55 46 40 38
transport 116 156 165 119 158 173 115 115
----- ----- ----- ------ ------- ----- ------ ------
total 143 188 201 171 213 218 154 153
----- ----- ----- ------ ------- ----- ------ ------
wellhead volume (MMBtu/day) 165 186 187 200.52 203.466 199.6 199.81 227.13
----- ----- ----- ------ ------- ----- ------ ------
gross NGLs production (MBbls/day)
ethane 1.960 1.010 1.555 0.401 0.217 1.057 2.036 1.282
propane 1.190 0.640 0.911 0.446 0.233 0.723 1.306 1.201
iso-butane 0.210 0.110 0.162 0.084 0.047 0.131 0.230 0.229
normal butane 0.390 0.220 0.316 0.163 0.094 0.258 0.451 0.456
pentanes 0.670 0.440 0.540 0.338 0.253 0.425 0.747 0.738
----- ----- ----- ------ ------- ----- ------ ------
4.420 2.420 3.484 1.432 0.844 2.594 4.770 3.906
residue gas volumes (MMBtu/day) Sep Oct Nov Dec Total
- ------------------- ----------- ------ ------ ------ ------ -----------
throughput sold 36 37 34 46 40
transport 146 158 168 131 143
------ ------ ------ ------ -----------
total 182 195 202 178 183
------ ------ ------ ------ -----------
wellhead volume (MMBtu/day) 210.75 226.72 230.59 212.79 204.1146667
------ ------ ------ ------ -----------
gross NGLs production (MBbls/day)
ethane 2.394 2.879 3.145 1.073 1.584
propane 1.590 1.593 1.669 0.635 1.011
iso-butane 0.283 0.274 0.289 0.115 0.180
normal butane 0.554 0.539 0.564 0.221 0.352
pentanes 0.826 0.836 0.936 0.445 0.600
----- ----- ----- ----- -----------
5.647 6.121 6.603 2.489 3.728
2004
residue gas volumes (MMBtu/day) Jan Feb Mar Apr May Jun Jul Aug
- ------------------- ----------- ----- ----- ----- ----- ----- ----- ----- -----
throughput sold 39 38 44 42 41 42 39 53
transport 165 174 176 173 169 167 169 170
0 13 4 6 (0) 0 0 0
----- ----- ----- ----- ----- ----- ----- -----
total 204 226 225 222 210 209 208 223
----- ----- ----- ----- ----- ----- ----- -----
wellhead volume (MMBtu/day) 228 240 240 237 232 230 236 249
----- ----- ----- ----- ----- ----- ----- -----
gross NGLs production (MBbls/day)
ethane 2.737 2.951 2.470 2.030 1.951 1.907 2.703 2.671
propane 1.484 1.598 1.548 1.486 1.435 1.379 1.470 1.478
iso-butane 0.263 0.283 0.278 0.273 0.265 0.253 0.259 0.262
normal butane 0.502 0.551 0.550 0.531 0.520 0.496 0.500 0.504
pentanes 0.791 0.832 0.963 0.910 0.862 0.863 0.857 0.834
----- ----- ----- ----- ----- ----- ----- -----
5.777 6.215 5.809 5.230 5.033 4.898 5.789 5.749
residue gas volumes (MMBtu/day) Sep Oct Nov Dec Total
- ------------------- ----------- ----- ----- ----- ----- -----
throughput sold 54 53 42 44 44
transport 185 202 201 196 179
- - - - 2
----- ----- ----- ----- -----
total 239 255 243 241 225
----- ----- ----- ----- -----
wellhead volume (MMBtu/day) 268 276 273 270 248
----- ----- ----- ----- -----
gross NGLs production (MBbls/day)
ethane 2.667 2.519 2.760 2.779 2.512
propane 1.536 1.451 1.474 1.473 1.484
iso-butane 0.271 0.256 0.258 0.260 0.265
normal butane 0.527 0.500 0.501 0.501 0.515
pentanes 0.877 0.780 0.775 0.764 0.842
----- ----- ----- ----- -----
5.878 5.506 5.768 5.777 5.619
Schedule 4.22
SCHEDULE 5.3
PURCHASER CONSENTS AND APPROVALS
1. Consummation of the transaction is subject to approval under the
provisions of the HSR Act.
Schedule 5.3
SCHEDULE 6.1
EXCEPTIONS TO CONTINUED CONDUCT OF BUSINESS
A. Exceptions to Section 6.1(b)(i): The Partnership will assign the Terra
Fertilizer Pipeline assets and all associated easements and
rights-of-way to Sellers or an Affiliate of Seller before Closing.
Schedule 6.1
SCHEDULE 6.8
IMBALANCES
A. Actual Imbalance Amount as of January, 2005:
1. Imbalance Payables: 36,588 MMBtu
2. Imbalance Receivables: 125,155 MMBtu
B. Imbalance Cash Out Formula: (a) Imbalance Receivables less Imbalance
Payables; (b) multiplied by the average of the prices published in Platt's Gas
Daily Price Guide as first-of-the-month prices for March, 2005, as listed under
the headings: (i) Panhandle Eastern Pipe Line Co. (Texas, Oklahoma); (ii)
Natural Gas Pipeline Co. of America (Midcontinent Zone); and (iii) Oneok
Transportation LLC (Oklahoma). This price equals $5.72 per MMBtu.
If negative, the Imbalance Value will be deducted from the Purchase
Price in accordance with Section 2.4(b). If positive, the Imbalance Value will
be added to the Purchase Price in accordance with Section 2.4(a).
Schedule 6.8
SCHEDULE 6.9
AFFILIATE AGREEMENTS NOT TERMINATED AT CLOSING
1. Agreement, Gas Compression Services, by and between Energy Transfer
Technologies, LP and LaGrange Acquisition, LP, dba Energy Transfer
Company, dated August 22, 2003, for contract compression services at the
Elk City Processing Plant.
2. Agreement, Gas Compression Services, by and between Energy Transfer
Group, LLC and LaGrange Acquisition, LP, dba Energy Transfer Company,
dated February 5, 2003, for contract gas compression services at the
Dill City Compressor Station.
Schedule 6.9
SCHEDULE 6.14
EXCLUDED ASSETS
1. The Terra Fertilizer Pipeline, including all associated rights-of-way,
pipe and other personal property and fixtures.
2. The Energy Transfer Marks.
3. All Partnership Insurance Policies and all rights thereunder, other
than: (i) proceeds assigned to Purchaser pursuant to Section 6.12 of
this Agreement; and (ii) the Partnership rights with respect to unpaid
claims made or entitled to be made under the Partnership Insurance
Policies for damages or liabilities that have occurred before the
Closing Date.
4. All cash or cash equivalents of the Partnership received or held by the
Partnership or Sellers or Sellers' Affiliates at 11:59 p.m. CST on the
date immediately preceding the Closing Date.
5. Any interest of the Sellers or the Partnership in an escrow account
established pursuant to the purchase of assets, including the
Partnership assets, from Aquila Gas Pipeline Corporation, its direct and
indirect subsidiaries and Aquila Merchant Services, Inc.
Schedule 6.14
SCHEDULE 8.1
INDEMNITY MATTERS
1. Jim Bales and Susan Bales vs. ETC Oklahoma Pipeline. Ltd., Aquila Gas
Pipeline Corporation and Lonnie Parry, Case No. 2004-104 Beckham County
District Court, litigation brought by a landowner seeking damages
allegedly caused by a leak of natural gas liquids from an inactive
pipeline segment.
2. The matter set forth on Schedule 4.19.
Schedule 8.1
EXHIBIT A
FORM OF
ASSIGNMENT OF PARTNERSHIP INTERESTS
This ASSIGNMENT OF PARTNERSHIP INTERESTS (this "ASSIGNMENT"), dated as
of ___________ __, 2005, is entered into by and among LG PL, LLC, a Texas
limited liability company ("LG PL") and La Grange Acquisition, L.P., a Texas
limited partnership ("ETC OLP," and, together with LG PL, the "ASSIGNORS"), on
the one hand, and [Atlas Pipeline Midcontinent LLC], a Delaware limited
liability company ("ATLAS LP") and _________________, a Delaware limited
liability company ("[ATLAS GP]," and together with Atlas LP, the "ASSIGNEES") on
the other hand. Any of LG PL, ETC OLP, Atlas LP and Atlas GP may be referred to
individually as a "PARTY" or collectively as the "PARTIES."
RECITALS
A. LG PL owns all of the general partner interests (the "GP
INTERESTS"), and ETC OLP owns all of the limited partner interests (the "LP
INTERESTS," and together with the GP Interests, the "INTERESTS"), in ETC
Oklahoma Pipeline, Ltd., a Texas limited partnership (the "PARTNERSHIP"), and LG
PL and ETC OLP are parties to that certain Agreement of Limited Partnership of
ETC Oklahoma Pipeline, Ltd., dated September 24, 2002 (the "PARTNERSHIP
AGREEMENT").
B. Assignors and Atlas Pipeline Partners, LP ("APL") have entered
into a Purchase and Sale Agreement (the "PURCHASE AND SALE AGREEMENT"), dated
March 8, 2005, pursuant to which Assignors agreed to sell and convey to APL or
one or more of its Affiliates, and APL agreed that it or one or more of its
Affiliates would purchase and acquire from Assignor, the Interests, all as more
fully provided therein.
C. Atlas LP and Atlas GP desire to purchase and acquire the LP
Interests.
D. Capitalized terms used in this Assignment but not otherwise
defined will have the respective meanings set forth in the Purchase and Sale
Agreement.
Now therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1.1. Assignment of LP Interests. ETC OLP hereby sells, assigns, transfers,
and delivers the LP Interests and its rights and obligations under the
Partnership Agreement to Atlas LP, and Atlas LP hereby accepts such assignment
and fully assumes all of the rights and obligations of ETC OLP under the
Partnership Agreement.
1.2 Assignment of GP Interests. LG PL hereby sells, assigns, transfers, and
delivers to Atlas GP the GP Interests and its rights and obligations under the
Partnership Agreement, and Atlas GP hereby accepts such assignment and fully
assumes all of the rights and obligations of LG PL under the Partnership
Agreement.
Exhibit A - Page 1
1.3. Purchase and Sale Agreement. This Assignment is subject to, in all
respects, the terms and conditions of the Purchase and Sale Agreement, and
nothing contained herein is meant to enlarge, diminish or otherwise alter the
terms and conditions of the Purchase and Sale Agreement or the Parties' duties
and obligations contained therein. To the extent there is a conflict between
this Assignment and the Purchase and Sale Agreement, the terms of the Purchase
and Sale Agreement will control.
1.4. Continuation of the Partnership. The Parties agree that notwithstanding
the provisions of the Partnership Agreement, none of: (i) the execution and
delivery of the Purchase and Sale Agreement, (ii) the execution and delivery of
this Assignment, nor (iii) the assignment of the Interests contemplated hereby,
are intended to, nor will cause a dissolution of the Partnership, and that the
business of the Partnership will continue. To the extent necessary or required
by any law or agreement affecting the Partnership, including the Partnership
Agreement, each of the Parties hereby consents to the admission of Atlas LP and
Atlas GP to the Partnership, and agrees to the resignation of Assignors from
their respective roles in the Partnership, as of the Effective Time.
1.5. Filing. As soon as practicable after the date of this Assignment, Atlas
LP will file, or cause to be filed, with the Secretary of the State of Texas an
amendment to the Partnership's Limited Partnership Certificate to reflect the
substitution of the Assignees for the Assignors as a result of the assignment of
the Interests contemplated hereby.
1.6. Binding Effect. This Assignment shall be binding upon and inure to the
benefit of the Parties and their respective heirs, successors and assigns.
1.7. Governing Law. This Assignment and the transactions contemplated hereby
will be governed by and interpreted in accordance with the laws of the State of
Texas, without regard to principles of conflicts of laws. Each Party irrevocable
and unconditionally submits to the exclusive jurisdiction of the competent
courts in the city of Dallas, Texas, thereby expressly waiving any other
jurisdiction to which they may be entitled by reason of their present or future
domicile or otherwise. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO DEMAND A
TRIAL BY JURY.
1.8. Further Assurances. The Parties agree to execute all instruments and
documents and to take all actions that are reasonably necessary to effect the
transaction contemplated by this Assignment.
1.9. Counterparts. This Assignment may be signed in any number of
counterparts, each of which will be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Exhibit A - Page 2
IN WITNESS WHEREOF, the parties have executed this Assignment as of the date
first written above, to be effective as of the Effective Time.
ASSIGNOR OF THE GP INTERESTS:
LG PL, LLC
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
ASSIGNOR OF THE LP INTERESTS:
LA GRANGE ACQUISITION, L.P.
By: LA GP, LLC,
its general partner
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
ASSIGNEE OF THE GP INTERESTS:
[______________________________________]
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
ASSIGNEE OF THE LP INTERESTS:
ATLAS PIPELINE MIDCONTINENT LLC
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
Exhibit A - Page 3
EXHIBIT B
FORM OF TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (the "AGREEMENT") is made and entered
into this ___ day of , 2005, between La Grange Acquisition, L.P., a
Texas limited partnership ("ETC COMPANY"), and Atlas Pipeline Partners,
L.P. ("ATLAS LP"). ETC Company and Atlas LP may be referred to
individually as a "PARTY," and collectively as the "PARTIES."
RECITALS
1. LG PL, LLC, a Texas limited liability company, and La Grange
Acquisition, L.P., a Texas limited partnership, as sellers, and Atlas
LP, as purchaser, are parties to that certain Purchase and Sale
Agreement, dated March _____, 2005 (the "PSA"), pursuant to which Atlas
LP has agreed to acquire, through itself and one of more of its
Affiliates, all of the limited partner interests and all of the general
partner interests in ETC Oklahoma Pipeline, Ltd. (the "PARTNERSHIP").
Capitalized terms not otherwise defined herein have the meaning given to
them in the PSA.
2. The Partnership owns and operates certain pipeline systems and related
facilities in the State of Oklahoma and the State of Texas (the
"FACILITIES"), and has been the beneficiary of the Services (as
hereafter defined).
3. Following the consummation of the transactions contemplated by the PSA,
Atlas LP desires that ETC Company continue to perform the Services (as
hereafter defined) in connection with the operation of the Facilities,
as provided in this Agreement.
AGREEMENT
In consideration of the foregoing premises and mutual covenants and
obligations contained in this Agreement, the Parties hereby agree as
follows:
ARTICLE I
SERVICES
1.1 Services. ETC Company agrees to provide, or cause to be
provided, the services set forth on Schedule 1 to this Agreement (each, a
"Service," and collectively, the "Services"). ETC Company will provide, or cause
to be provided, the Services in substantially the same manner, nature and
quality that ETC Company or its Affiliates were providing such Services for the
Partnership and with respect to the Facilities immediately prior to the Closing
Date. At least 10 business days prior to the end of each month, Atlas LP will
send ETC Company written notice of the Services it desires to receive during the
next calendar month; provided, that such notice shall not be required for the
calendar month in which Closing occurs. Unless earlier terminated by Atlas LP,
each Service will be provided for the periods of time set forth in Section 3.1.
1.2 Emergencies. Notwithstanding anything in this Agreement to the
contrary, in cases of an emergency and to the extent a matter is within the
scope of a Service provided under this Agreement, ETC Company may take such
action as it deems necessary to keep the Facilities operating, to restore the
Facilities to operating condition, to minimize damage to the Facilities and to
protect the environment and human life, and Atlas LP shall promptly reimburse
ETC Company for all of its costs and expenses incurred with respect thereto.
Such costs and expenses will be in addition to the fees in Section 2.3 below.
1.3 Certain Limitations. Atlas LP acknowledges and agrees that
personnel may leave the employment of or terminate their contract with ETC
Company during the term of this Agreement and the loss of such personnel may
impede ETC Company's ability to perform the Services. Upon the loss of any such
personnel, the Parties shall cooperate to minimize the effect such loss may have
on ETC Company's ability to perform the Services.
1.4 Service Providers. The Services will be performed by the
employees of ETC Company (the "Providers"). In providing the Services, ETC
Company will not be obligated to: (i) hire any additional employees; (ii)
maintain the employment of any specific employee; or (iii) purchase, lease or
license any additional equipment or materials.
ARTICLE II
RESPONSIBILITIES OF THE PARTIES
2.1 Access to Facilities. Atlas LP agrees to provide or cause to be
provided, at no cost to ETC Company, access to the Facilities as necessary for
ETC Company to perform the Services under this Agreement.
2.2 Limitation of Liability; Indemnification.
(A) Atlas LP acknowledges and agrees that ETC Company is not
in the business of providing the Services and that such Services are provided
solely as an accommodation as a result of the transactions contemplated by the
PSA. EXCEPT AS PROVIDED IN SECTION 1.1 ABOVE, ETC COMPANY MAKES NO WARRANTY
REGARDING ANY SERVICES THAT IT OR ITS AFFILIATES PROVIDE, AND DISCLAIMS ALL
WARRANTIES (EXPRESS, IMPLIED OR STATUTORY), INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE WITH RESPECT THERETO.
TRANSITION SERVICES AGREEMENT
EXHIBIT B - PAGE 2
(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, IN NO EVENT SHALL ETC COMPANY OR ATLAS LP BE LIABLE TO THE OTHER, OR
TO THE OTHER'S INDEMNITEES, UNDER THIS AGREEMENT FOR ANY EXEMPLARY, PUNITIVE,
REMOTE, SPECULATIVE DAMAGE, AND EXCEPT FOR REMEDIES EXPRESSLY PROVIDED PURSUANT
TO THE TERMS OF THIS AGREEMENT, ANY CONSEQUENTIAL (INCLUDING ANY LOSS OF
THROUGHPUT ON THE ASSETS), SPECIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFITS;
PROVIDED THAT, IF ANY OF THE ETC INDEMNITEES OR ATLAS LP INDEMNITEES IS HELD
LIABLE TO A THIRD PERSON FOR ANY SUCH DAMAGES AND THE INDEMNITOR IS OBLIGATED TO
INDEMNIFY SUCH ETC INDEMNITEES OR ATLAS LP INDEMNITEES FOR THE MATTER THAT GAVE
RISE TO SUCH DAMAGES, THE INDEMNITOR SHALL BE LIABLE FOR, AND OBLIGATED TO
REIMBURSE SUCH INDEMNITEES FOR, SUCH DAMAGES.
(C) Atlas LP shall defend (with counsel reasonably
acceptable to ETC Company), indemnify and hold harmless ETC Company and its
Affiliates and their respective shareholders, directors, employees and agents
(collectively, the "ETC INDEMNITEES") against any claim, demand or action made
against any ETC Indemnitee by any person or entity (including without limitation
any customer, supplier, or contractor of ETC Company, but excluding employees of
ETC Company or its Affiliates) arising out of or resulting from performance or
nonperformance of the Services, and shall indemnify and hold the ETC Indemnitees
harmless from all damages, liability, costs and expenses incurred as a result
thereof, including, without limitation, reasonable attorney's fees and court
costs (collectively the "LOSSES"), EVEN IF SUCH LOSSES ARE CAUSED BY THE SOLE,
JOINT, CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY ETC INDEMNITEE. Atlas LP
shall not be obligated under the preceding sentence with respect to any Losses
to the extent that they arise out of ETC Company's or the ETC Company's agents
or employees gross negligence or intentional misconduct. ETC Company shall
defend (with counsel reasonably acceptable to Atlas LP), indemnify and hold
harmless Atlas LP and its Affiliates and their respective shareholders,
directors, employees and agents from and against any and all liabilities arising
out of the gross negligence or intentional misconduct of ETC Company or its
agents or employees.
2.3 Reimbursement for Services.
(A) Except as set forth on Schedule 1, (i) the charge for
each Service provided by an employee listed on Schedule 1 shall be the rate
specified for such employee on Schedule 1 multiplied by the number of hours such
employee dedicated to providing the Services, and (ii) the charge for each
Service provided by any other employee will be the direct costs (including
hourly wages plus a 35% benefit load and a 10% overhead allocation) of the
employees multiplied by the number of hours such employee devoted to providing
the Services. In addition, Atlas LP will reimburse ETC Company for any
incremental out-of-pocket expenses incurred directly in connection with
providing the Services under this Agreement (the "Fees").
(B) On or before the date that is 15 days after the end of
each calendar month during the Term (as hereafter defined), ETC Company will
furnish to Atlas LP an invoice
TRANSITION SERVICES AGREEMENT
EXHIBIT B - PAGE 3
detailing the Fees to be paid by Atlas LP for the previous month's Services.
Atlas LP must pay the amounts invoiced within 15 days after receipt of an
invoice.
ARTICLE III
TERM
3.1 This Agreement will commence on the Closing Date and extend for
ninety (90) days, unless sooner terminated upon Atlas LP's request. Upon the
request of Atlas LP, this Agreement may be extended for one additional 30-day
period beyond the initial ninety (90) days (such original period of time, plus
the agreed-upon extension, if any, being the "TERM"). In addition, in making a
determination for an extension, the Parties will re-examine the scope of the
Services, the Fee and the ETC Company personnel required to perform the
Services.
3.2 Notwithstanding the provisions of Section 3.1, each Party
reserves the right to immediately terminate this Agreement by written notice to
the other in the event that:
(A) the other Party commits a material breach of the terms
of this Agreement; or
(B) the other Party shall (i) apply for consent to the
appointment of a receiver, trustee or liquidator, (ii) admit in writing an
inability to pay debts as they mature, (iii) make a general assignment for the
benefit of creditors, or (iv) file a voluntary petition or have filed against it
a petition for an order of relief under the Federal Bankruptcy Code, as the same
may be amended, or to file an answer admitting the general obligations of an
insolvency petition.
TRANSITION SERVICES AGREEMENT
EXHIBIT B - PAGE 4
ARTICLE IV
FORCE MAJEURE
In the event any Party hereto is rendered unable, wholly or in part, by
Force Majeure to carry out its obligations under this Agreement, other than the
obligation to make payments then or thereafter due hereunder, it is agreed that
the obligations of such Party, so far as they are affected by such Force
Majeure, will be suspended during the continuance of any inability so caused but
for no longer period, and such cause will as far as possible be remedied with
all commercially reasonable and diligent dispatch by the Party claiming such in
order to put itself in a position to carry out its obligations under this
Agreement. The term "Force Majeure" as employed herein shall mean acts of God,
strikes, lockouts, or other industrial disturbances, acts of the public enemy,
sabotage, wars, blockades, insurrections, riots, epidemics, landslides,
lightning, earthquakes, fires, storms, storm warning, floods, washouts,
hurricanes, arrests and restraints of governments and people, either federal or
state, civil or military, civil disturbances, explosions, breakage or accident
to equipment, or machinery, any legislative, governmental or judicial actions
which are resisted in good faith, and any other causes, whether of the kind
herein enumerated or otherwise, not reasonably within the control of the Party
claiming suspension and which by the exercise of due diligence such Party could
not have prevented. The Party claiming Force Majeure must give notice and full
particulars of such Force Majeure in writing to the other Party as soon as
possible after the occurrence of the cause relied on.
ARTICLE V
NOTICES
Any notice or other communication provided for in this Agreement or any
notice which either Party may desire to give to the other shall be in writing
and shall be deemed to have been properly given when delivered personally, sent
by documented overnight delivery service or, to the extent receipt is confirmed,
by United States mail, telecopy, telefax or other electronic transmission
service to the appropriate address or number as set forth below:
TRANSITION SERVICES AGREEMENT
EXHIBIT B - PAGE 5
If to ETC Company:
La Grange Acquisition, L.P.
800 E. Sonterra Blvd.
San Antonio, TX 78258
Attn: Jim LaBauve
Telephone: (210) 403-7324
Telecopy: (210) 403-7524
with a copy to:
Energy Transfer Partners, L.P.
8801 S. Yale, Suite 310
Tulsa, OK 74137
Attn: Robert A. Burk
Telephone: (918) 492-7272
Telecopy: (918) 493-7290
with a copy to:
Hunton & Williams, LLP
1601 Bryan St., 30th Floor
Dallas, TX 75201
Attn: Joe A. Davis
Telephone: (214) 979-3038
Telecopy: (214) 880-0011
If to Atlas LP:
Atlas Pipeline Partners, L.P.
1845 Walnut St.
Philadelphia, PA 19103
Attn: Michael Staines
Telephone: (215) 546-5005
Fax: (215) 546-4785
with a copy to:
Vinson & Elkins L.L.P.
1001 Fannin St., Suite 2300
Houston, TX 77002
Attn: Douglas S. Bland
Telephone: (713) 758-2498
Fax: (713) 615-5649
TRANSITION SERVICES AGREEMENT
EXHIBIT B - PAGE 6
ARTICLE VI
MISCELLANEOUS
6.1 Governing Law. This Agreement and the transactions contemplated
hereby shall be governed by and interpreted in accordance with the laws of the
State of Texas, without regard to principles of conflicts of laws. Each Party
irrevocable and unconditionally submits to the exclusive jurisdiction of the
competent courts in the city of Dallas, Texas, thereby expressly waiving any
other jurisdiction to which they may be entitled by reason of their present or
future domicile or otherwise. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO
DEMAND A TRIAL BY JURY.
6.2 Waiver. No waiver by either Party of the performance of any
provision, condition or requirement herein shall be deemed to be a waiver of, or
in any manner release the other Party from performance of any other provision,
condition or requirement herein; nor shall it be deemed to be a waiver of, or in
any manner a release by, the other Party from future performance of the same
provision, condition, or requirement; nor shall any delay or omission of a Party
in exercising any right hereunder in any manner impair the exercise of any such
right or any like right accruing to it thereafter. No waiver shall be effective
unless made in writing and signed by the Party to be charged with such waiver.
6.3 Amendment. This Agreement may be amended only by a written
agreement executed by all Parties.
6.4 Further Assurances. Each Party, upon the request of the other
Party, agrees to perform any further acts and execute and deliver any other
documents, which may be reasonably necessary to carry out the provisions of this
Agreement.
6.5 Binding Effect. This Agreement and the covenants, obligations,
undertakings, rights and benefits set forth herein shall be binding on and inure
to the benefit of the Parties and their respective authorized successors and
assigns. Neither Party hereto may assign its interests herein without the prior
written consent of the other Party.
6.6 Benefits of Agreement Restricted to Parties. Except as otherwise
provided in this Agreement, nothing in this Agreement, expressed or implied,
will give or be construed to give any person, other than the Parties (including
their affiliates) and their successors and assigns, any legal or equitable
right, remedy or claim under or in respect to this Agreement or under any
covenant, condition or provision contained herein; and all such covenants,
conditions and provisions are be for the sole benefit of the Parties.
6.7 Counterparts. This Agreement may be executed in counterparts,
each of which will be deemed an original instrument, but which together will
constitute but one and the same instrument.
6.8 No Partnership; Relationship Between the Parties. This Agreement
does not create a partnership or joint venture relationship between the Parties.
The relationship between
TRANSITION SERVICES AGREEMENT
EXHIBIT B - PAGE 7
the Parties established under this Agreement with respect to the Services
provided is that of independent contractors, and neither Party will be deemed an
employee, agent, partner, or joint venturer of or with the other. ETC Company
will be solely responsible for the payment of any employment-related taxes,
insurance premiums, or employee benefits in respect of the performance of the
Services by ETC Company personnel under this Agreement.
6.9 Schedules and Exhibits. All schedules and exhibits hereto which
are referred to herein are hereby made a part hereof and incorporated herein by
such reference.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOLLOWS.
TRANSITION SERVICES AGREEMENT
EXHIBIT B - PAGE 8
IN WITNESS WHEREOF the Parties have executed this Agreement on the date
set forth above.
ATLAS PIPELINE PARTNERS, L.P.
By:
---------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
LA GRANGE ACQUISITION, L.P.
By: LA GP, LLC,
its general partner
By:
---------------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
TRANSITION SERVICES AGREEMENT
EXHIBIT B - PAGE 9
SCHEDULE 1
TO TRANSITION SERVICES AGREEMENT
SERVICES:
1. Accounting Services: the continuation of accounting and financial
administration of the Partnership's books and records, including
accounts receivable and accounts payable administration;
2. Information Technology Services: the continuation of IT support of the
Partnership;
3. Records and bank accounts: the transfer of certain files, records and
bank accounts, as applicable, as required to support the ongoing
operation of the Facilities;
4. Measurement: the acquisition, processing, audit, and interface with GIS
of gas measurement, including receipt, delivery, fuel, check, and
similar points of measure; 5. Scheduling: scheduling/nominations related
to shippers behind the Facilities and to pipelines downstream of the
Facilities; and
6. Dispositions: sale of gas into downstream pipelines, NGLs and condensate
related to the Facilities.
FEES:
ETC Employee Hourly Fee
--------------- --------------
Denise Burg $33.00
Carla Graves $27.53
John Stallcup $88.24
Rocky Cline $36.56
Cyndi Rapstine $29.45
Julie Coker $29.94
EXHIBIT C
PURCHASER'S FINANCING COMMITMENT
Exhibit C
EXHIBIT D
MAP OF FACILITIES
[GRAPHIC APPEARS HERE]
Exhibit D - Page 1