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HomeMy WebLinkAboutResolution - 2748 - Agreement- Power Tex Joint Venture- Pipeline Purchase, Operation, & Maintenance - 02_11_1988Resolution #2748 February 11, 1988 Item 26 DGV:da RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Pipeline Purchase Agreement and Pipeline Operating and Maintenance Agreement and associated documents by and between the City of Lubbock and Power -Tex Joint Venture, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 11th day of ATTEST:-- Kaneiie poya, pity Secretarg+ V -APPROVED-AS TO CONTENT: F70bert Massengale, As istant City Manager for Financial Services APPROVED AS TO FORM: uonaia G. vanaiver, first Assis City Attorney February , 1988. e 'e. (f - & _ h 0 C. 0 �*� - B.C. MCMINN, MAYOR Resolution #2748 February 1j, 1988 PIPELINE PURCHASE AGREEMENT This Agreement made and entered into by- and between POWER-TEX JOINT VENTURE ("SELLER"), and THE CITY OF LUBBOCK ("BUYER") on the day hereinafter written, as follows: The Seller hereby agrees to sell and. the Buyer agrees to purchase the real and personal property comprising an 8" gas pipeline extending approximately 32 miles in Lubbock, Lynn and Garza Counties, Texas, described below, upon the terms and conditions set out in this Agreement: 1. Identification of Property Subject of Sale: The real and personal property, which is the subject of this sale, is the 8" gas pipeline and all equipment related to the operation of said pipeline described in the attached Exhibit "A", including all rights in the real property upon which the pipeline is situated, evidenced by easements or other title documents described in the attached Exhibit "B", which Exhibits are hereby referred to and incorporated herein by reference. All of the property, included in this transaction, will be hereinafter referred to as the "PIPELINE". 2. Purchase Price: The purchase price for the pipeline, which is the subject of this Agreement, shall be $985,000.00 cash to be paid by the Buyer to the Seller at closing. -1- w_ 3. Representations and Warranties of Seller: The Seller represents and warrants the following in connection with this transaction: A. The Seller is a Joint Venture organized under the Uniform Partnership Act as adopted in the State of Texas and is comprised of the following partners who own the following percentages of Seller: GGSI Gas Co., a corporation 65.36% Power Line, Inc., a corporation 25.00% Crown Gas Co., a corporation 8.14% Joe J. Reynolds, individually 1.50% B. The Seller is the owner, in fee simple, of the pipeline and has full power and authority to transfer good title, free and clear of all encumbrances, in the pipeline to the Buyer, except as specifically disclosed in this Agreement. C. The partners of the Seller have authorized the undersigned J. K. Freeman to act as their authorized agent in the execution of this Contract and in the execution of all assignments, conveyances, bills of sale or other documents reasonably required in the consummation of this transaction. Seller shall provide to Buyer, prior to closing, an appropriate partnership resolution, corporate resolutions and/or powers of attorney evidencing the authority of the said J. K. Freeman. -2- D. The Seller is not aware of any deficiencies, defects, complaints or disputes in connection with the location or operation of the pipeline, except as specifically disclosed to the Buyer in this Agreement or otherwise, in writing. E. All authorizations, permits, licenses, or other legal requirements of regulatory agencies having jurisdiction for the operation of the pipeline for its intended purpose of transporting natural gas from its point of beginning in Garza County, Texas, to the Holly Avenue Generating Station of the Buyer in Lubbock County, Texas, have been received or satisfied. F. The pipeline is to be conveyed to the Buyer, at closing, free and clear of all encumbrances, with general warranty of title. 4. Transfer of Permits and Licenses: There shall be included in the rights to be transferred to the Buyer, at closing, all permits and licenses required for the operation of the pipeline for its intended purpose as set out in this Agreement. 5. Operation of Pipeline Subsequent to Closing: A. Concurrently with the closing of this transaction, Buyer and Seller hereby agree to enter into a Pipeline Operating and Maintenance Agreement which sets forth the terms and conditions under which Seller will provide the -3- routine daily operation of the pipeline. B. Beginning concurrently with the closing of this transaction and continuing for so long as Buyer owns the pipeline, Buyer and Seller hereby agree that the Seller shall be entitled to utilize any excess transportation capacity in the pipeline. "Excess transportation capacity" shall mean the difference between the volume of natural gas being transported through the pipeline by Buyer at any given time and the maximum volume of natural gas which the pipeline is capable of transporting under applicable technical and regulatory limitations. Seller shall be entitled to construct and install necessary facilities to utilize its right of excess capacity as provided in this subparagraph, but all of such equipment and facilities constructed for such purpose shall be at the sole risk and cost of the Seller. Notwithstanding anything to the contrary in this subparagraph, the Buyer shall, at all times, have first priority to utilize the transportation capacity of the pipeline. 6. Easement Disputes: It is understood that there are or may be existing disputes with property owners concerning the right-of-way easements upon which the pipeline is situated, including the right-of-way easements described in the attached Exhibit "C" which is hereby referred to and incorporated herein by reference. The Seller hereby accepts sole responsibility for the resolution of any such disputes and agrees to indemnify and hold the Buyer harmless from any costs, expenses or liability in connection with such disputes. 7. Conditions of Closing: The closing of this transaction is conditioned upon the occurrence of the following: A. The delivery by the Seller of documents and information satisfactory to counsel for the Buyer showing that the Seller has good title to the property and rights, which are the subject of this Agreement, and that the Seller is capable of conveying such property and rights to the Buyer, free and clear of all encumbrances, except those specifically provided for herein. B. This Agreement being approved by the City Council of THE CITY OF LUBBOCK. C. The Buyer being satisfied that the pipeline is lawfully laid and that all requirements of regulatory authorities having jurisdiction have been satisfied to permit the operation of the pipeline for its intended purpose as set out in this Agreement. -5- 8. Closing: The closing of this transaction shall occur on February 29, 1988, or as soon as reasonably practicable thereafter. In no event shall the closing of this transaction be extended beyond April 1, 1988. It is intended. that the effective date of the transfer of possession and control of the pipeline shall be March 1, 1988. The place of closing shall be offices of LUBBOCK POWER & LIGHT, a division of the Buyer, in Lubbock, Texas. At the closing, the Buyer shall pay to the Seller the sum of $985,000.00 by wire transfer, and Seller shall execute and deliver to the Buyer assignments, conveyances or bills of sale as may be reasonably required by counsel for the Buyer to transfer good and indefeasible title in the pipeline to the Buyer, with warranty of title and subject only to the exceptions as provided in this Agreement. 9. Survival of Agreements and Guaranty: All agreements, representations and warranties contained in this contract shall survive the closing and remain in full force and effect until the full performance thereof. Each partner of Seller shall, by his or its joinder in this Agreement, unconditionally guarantee the performance of all agreements, representations and warranties of Seller under this Agreement and all contracts, assignments, conveyances and deeds executed pursuant to this Agreement. E:M 10. Binding Effect: This Agreement shall be binding on the parties hereto, their successors and l1 assigns. EXECUTED this �1day of February, 1988. POWER-TEX JOINT VENTURE By: utho ized Agent LLER THE CITY OF LUBBOCK By: Vf.j ayor BUYER GGSI GAS COMPANY - By: r 1 nt G RANTOR POWER LINE, INC. 111� BykRANTOR 'zed Agent G CROWN GAS CO. By: ut orized Agent G ANTOR -7- JOE J. REYNOLDS Q P4��e� By: ,ogttor ey-in-Fact GUARANTOR QZ Main Pipeline• Quantity Approximately 32 mi. 1 4 1 4 1 1 At Cedar Hills: EXHIBIT "A" LIST OF FACILITIES Description 8" Steel Pipeline Resun 6020 Line Isolation Valve 8" M & J 303 Valves 6" M & J 303 Valve 4" Rockwell 2245 Valves Pig Launcher (in yard) Cathodic Retifier with deep well Quantity Description 5 2" 600 WKM RF Flanged Valves 2 2" Meter Runs with Daniels Jr. Fittings 2 Barton 202 E Meters 2 2" Wheatley Check Valves 1 YZ Gas Sampler with 2 YZ 500cc Cylinders 1 4'x4' Metal Meter House All are mounted on a common skid At Pleasant Valle Quantity 1 1 1 1 1 Description 2" Meter Run with Daniels Jr. Fittings 3" Turbine Meter 3" Isolation Valve Barton 202 E Meter YZ Gas Sampler with 2 YZ 500cc Cylinders EXHIBIT "B" PROPERTY LOCATED IN GARZA COUNTY, TEXAS: 1. Right of Way Agreement dated November 3, 1981, recorded in Book 143, Page 905, Deed Records of Garza County, Texas, executed by Larence J. Jackson and Dortha Jackson in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land out of the NE/4 of Section 10, in the K. Aycock Survey, Block 5, Abstract 508, as recorded in Book 106, Page 159, Deed Records, Garza County, Texas. 2. Right of Way Agreement acknowledged on January 12, 1982, and recorded in Book 144, Page 25, Deed Records of Garza County, Texas, executed by Pauline Bland in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land out of the SE/4 of Section 1231 and part in the W/2 of the NE/4 of Section 10 in the J. V. Massey Survey and the K. Aycock Survey, Abstracts 333 and 508, respectively, Garza County, Texas, as recorded in Book 131, Page 536, Deed Records of Garza County, Texas. 3. Right of Way Agreement dated December 10, 1981, recorded in Book 143, Page 915 Deed Records of Garza County, Texas, executed by Kenneth F. Montgomery, et al, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the J. R. Galbreth and the J. V. Massey Surveys, Abstracts 938, 645 and 333, respectively, as recorded in Book 9, Page 31, of the Deed Records of Garza County, Texas. 4. Right of Way Agreement dated December 10, 1981, recorded in Book 143, Page 909, Deed Records of Garza County, Texas, executed by Kenneth F. Montgomery, et al, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Sections 1229, 5, 1228, and a portion of Section 10, in the K. Aycock Survey and the J. V. Massey Survey, Abstract 508, 333, respectively as recorded in Deed Record Book 9, Page 31, Garza County, Texas. 5. Right of Way Agreement dated November 29, 1981, recorded in Book 143, Page 901, Deed Records of Garza County, Texas, executed by William Paul Simpson, Robert Luther Simpson and Leon Francis Simpson, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NW/4 of Section 10, and SW/4 of Section 1231 in the J. V. Massey Survey, and the K. Aycock Survey, Abstract 333, and 508, respectively, as recorded in Deed Record, Book 34, Page 181, Garza County, Texas. 6. Right of Way Agreement dated November 10, 1981, recorded in Book 143, Page 896, Deed Records of Garza County, Texas, executed by Clarence Gunn and Oneta Gunn in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the west part north of highway in Section 1231, Abstract 333 as recorded in Deed Records, Book 80, Page 364, Garza County, Texas. - PAGE 2 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 7. Right of Way Agreement dated November 10, 1981, recorded in Book 143, Page 892_, Deed Records of Garza County, Texas, executed by C. B. Bullard in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1236, A. B. 8 M. Survey, Abstract 644, as recorded in Book 141, Page 20, Deed Records of Garza County, Texas. 8. Right of Way Agreement dated December 8, 1981, recorded in Book 143, Page 887, Deed Records of Garza County, Texas, executed by T. H. Tipton in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 1236, A. B. 8 M. Survey, Abstract 644, and part in Survey 4, Block A, Abstract 1065, and further described in Deed Record in Book 104, Page 72 and Book 49, Page 276, respectively, Garza County, Texas. 9. Right of Way Agreement dated November 10, 1981, recorded in Book 143, Page 883, Deed Records of Garza County, Texas, executed by Ted Shults in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 2, and Section 4 in Survey No. 2, S. F. 8369 and Survey 4, S.F. 1442, Abstract 1168 and Abstract 1065, respectively, as recorded in Book 48, Page 457, Deed Records of Garza County, Texas. 10. Right of Way Agreement acknowledged on November 3, 1981, recorded in Book 143, Page 879, Deed Records of Garza County, Texas, executed by Elias Sepeda Martinez, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NE/4 of Section 1402, Block 1, E. L. 6 R.R. R.R. Survey, Abstract 650, as recorded in Book 125, Page 312, Deed Records of Garza County, Texas. 11. Right of Way Agreement dated November 11, 1981, recorded in Book 143, Page 874, Deed Records of Garza County, Texas, executed by Charlie N. Brown in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NE/4 of Section 1402, Block 1, E. L. & R.R. R.R. Survey, Abstract 650, as recorded in Book 41, Page 595, Deed Records of Garza County, Texas. 12. Right of Way Agreement dated November 3, 1981, recorded in Book 143, Page 870, Deed Records of Garza County, Texas, executed by Barnie Jones and Evelyn Jones, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SE/4 of Section 1298, J. R. Galbreth Survey, Abstract 643, as recorded in Book 42, Page 538, Deed Records of Garza County, Texas. PAGE 3 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 13. Right of Way Agreement dated November 5, 1981, recorded in Book 143, Page 865, Deed Records of Garza County, Texas, executed by J. E. Winder in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1298 in the J. R. Galbreth Survey, Abstract 643, as recorded in Book 30, Page 337, Deed Records of Garza County, Texas. 14. Right of Way Agreement dated October 22, 1981, recorded in Book 143, Page 861, Deed Records of Garza County, Texas, executed by D. H. Bartlett, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SE/4 of Section 1297, D. 6 W. R.R. Survey, Abstract 293, as recorded in Book 42, Page 114, Deed Records of Garza County, Texas. 15. Right of Way Agreement dated November 31, 1981, recorded in Book 143, Page 857, Deed Records of Garza County, Texas, executed by Pearl Robinson, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NE/4 of Section 1302, P. H. Talley Co. Survey, Abstract 741, as recorded in Book 34, Page 329, Deed Records of Garza County, Texas. 16. Right of Way Agreement dated October 19, 1981, recorded in Book 143, Page 853, Deed Records of Garza County, Texas, executed by Paul Wheatley in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1281, B.S. 6 F.R.R. Co. Survey, Abstract 287, as. recorded in Book 44, Page 64, Deed Records of Garza County, Texas. 17. Right of Way Agreement dated October 9, 1981, recorded in Book 143, Page 849, Deed Records of Garza County, Texas, executed by Barbara Ethridge in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1281, B.S. 6 F. R.R. Co. Survey, Abstract No. 287, as recorded in Book 44, Page 64, Deed Records of Garza County, Texas. 18. Right of Way Agreement dated October 7, 1981, recorded in Book 143, Page 845, Deed Records of Garza County, Texas, executed by Henry M. Wheatley, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1281, B. S. and F. R.R. Co. Survey, Abstract 287, as recorded in Book 44, Page 64, Deed Records of Garza County, Texas. - PAGE 4 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 19. Right of Way Agreement dated October 27, 1981, recorded in Book 143, Page 837, Deed Records of Garza County, Texas, executed by Pat Webb, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1281, B. S. & F. R.R. Co. Survey, Abstract 287, as recorded in Book 44, Page 64, Deed Records of Garza County, Texas. 20. Right of Way Agreement dated October 20, 1981, recorded 'in Book 143, Page 841, Deed Records of Garza County, Texas, executed by Kent Wheatley, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1281, B.S 8 F. R.R. Co. Survey, Abstract 287, as recorded in Book 44, Page 64, Deed Records of Garza County, Texas. 21. Right of Way Agreement dated October 1, 1981, recorded in Book 143, Page 805, Deed Records of Garza County, Texas, executed by Elmer L. Hitt in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in NE/4 Section 2, H. E. and W. T. R. R. Survey, Abstract 891, as recorded in Book 15, Page 188, Deed Records of Garza County, Texas. 22. Right of Way Agreement dated November 4, 1981, recorded in Book 143, Page 832, Deed Records of Garza County, Texas, executed by B. W. Altman and Hazel Altman in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SE/4 of Section 1255, T. T. and R. R. Co. Survey, Abstract 342, as recorded in Book 134 and 38, Page 248-249 and 296-297 respectively, Deed Records of Garza County, Texas. 23. Right of Way Agreement dated October 8, 1981, recorded in Book 143, Page 801, Deed Records of Garza County, Texas, executed by Jewell Ward, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1255, T. T. R. R. Co. Survey, Abstract 342, as recorded in Book 111, Page 112, Deed Records of Garza County, Texas. 24. Right of Way Agreement dated October 20, 1981, recorded in Book 143, Page 797, Deed Records of Garza County, Texas, executed by Virginia Lee Gentry, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1255, T. T. R. R. Co. Survey, Abstract 342, as recorded in Book 111, Page 112, Deed Records of Garza County, Texas. - PAGE 5 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 25. Right of Way Agreement dated December 17, 1981, recorded in Book 144, Page 404, Deed * Records of Garza County, Texas, executed by Maxine Durrett Marks Earl, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the N/2 of the NW/4 of Section 1255 in the T. T. R. R. Co. Survey, Abstract No. 342, as recorded in Book 15, Page 255, Deed Records of Garza County, Texas. 26. Right of Way Agreement dated December 17, 1981, recorded in Book 143, Page 828, Deed Records of Garza County, Texas, executed by Maxine Durrett Marks Earl, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Survey 2 and Survey 4, Block A, Abstracts 1168 and 1065, respectively, as recorded in Book 20, Page 38, Deed Records of Garza County, Texas. 27. Right of Way Agreement dated December 7, 1981, recorded in Book 143, Page 824, Deed Records of Garza County, Texas, executed by L. E. Bartlett, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the N/2 of Section 134, T. T. R. R. Co. Survey, Abstracts 344, as recorded in Book 28, Page 132, Deed Records of Garza County, Texas. 28. Right of Way Agreement dated September 28, 1981, recorded in Book 143, Page 819, Deed Records of Garza County, Texas, executed by F. D. Wheeler, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the E/2 of Section 1249, A.B. and M. R.R. Survey, Abstract 278 as recorded in Book 95 and 101, Pages 565 and 927, respectively, Deed Records of Garza County, Texas. 29. Right of Way Agreement dated October 7, 1981, recorded in Book 143, Page 815, Deed Records of Garza County, Texas, executed by V. C. Wheeler, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NW/4 of Section 1250, L.P.G. R.R. Survey, Abstract 759,.as recorded in Book 125, Page 69, Deed Records of Garza County, Texas. 30. Right of Way Agreement dated October 19, 1981, recorded in Book 143, Page 811, Deed Records of Garza County, Texas, executed by Maxine Wood, Executrix of the Estate of W. C. Wood, Deceased, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SE/4 and the SW/4 of Section 1259, in the J. H. Gibson Survey, Abstract 309, as recorded in Book 89, Page 444, Deed Records of Garza County, Texas. - PAGE 6 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 31. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 26, 1982, in Cause No. 3673 in the District Court of Garza County, Texas, covering a strip of land 20' in width in the ABBM Survey No. 1236, Abstract No. 644, Garza County, Texas, and being further described in Book 81, Page 617, and Book 86, Page 627 of the Deed Records of Garza County, Texas. 32. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 2, 1982, in Cause No. 3663 in the District Court of Garza County, Texas, covering a strip of land 20' in width in the NE/4 of Section 1297, D6W Railway Co. Survey, Abstract No. 293 Garza County, Texas, as per Settlement Agreement and Release dated January 20, 1983, entered into between Jack Burkett, et al and Carbon Dioxide Technology Corporation. 33. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 4, 1982, in Cause No. 3664, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the NW/4 of Section 1297, D6W Railway Co. Survey, Abstract No. 293, Garza County, Texas. , 34. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 22, 1982, in Cause No. 3675, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the SE/4 of Section 1281, BS&F Railway Co. Survey, Abstract No. 287, Garza County, Texas. 35. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 4, 1982, in Cause No. 3661, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the W/2 of Section 1281, BSSF Railway Co. Survey, Abstract No. 357, Garza County, Texas. 36. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 1, 1982, in Cause No. 3662, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the NE/4 of Section 1253, Abstract No. 345, and an 87 acre tract in the S/2 of the NW/4 of Section 1255, Abstract No. 342, both in T.T. Ry. Co. Survey, Garza County, Texas, as per Settlement Agreement and Release dated January 20, 1983, entered into between Virgil Smith, et al, and Carbon Dioxide Technology Corporation. - PAGE 7 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 37. That certain right-of-way granted to Carbon Dioxide" --...---- Technology Corporation on February 4, 1982, in Cause No. 3665, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the SE/4 of Section 1245, T. T. Ry. Co. Survey Abstract No-. 344 Garza County, Texas. 38. That certain right-of-way granted to Carbon Dioxide Technology Corporation on -March 12, 1982, in Cause No. 3674, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the SW/4 of Section 1245, T.T. Ry. Co. Survey, Abstract No. 344 Garza County, Texas. 39. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12 1982, in Cause No. 3672, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the NE/4 and in the S/2 of Section 1250, ABSM Survey, Abstract No. 759 Garza County, Texas, and further described in that one certain Pipeline Right -of -Way executed by Janet Wilson Ferguson, C. R. Lancaster, Travis Lancaster and C. R. (Pete) Travis, dated April 2, 1986, and recorded in Volume 155, Page 381, Deed Records of Garza County, Texas. PROPERTY LOCATED IN LYNN COUNTY, TEXAS 40. Right of Way Agreement dated September 29, 1981, recorded in Volume 260, Page 655, Deed Records of Lynn County, Texas, executed by Walter G. Stolle, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1263, J.H.G. Survey, Abstract No. 1277, as recorded in Volume 173, Page 123, Deed Records of Lynn County, Texas. 41. Right of Way Agreement dated December 9, 1981, recorded in Volume 260, Page 651, Deed Records of Lynn County, Texas, executed by Dwayne Preston and Suzanne Preston in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the N/2 of Section 13, Block J, G.W.T. & P.R. R.R. Survey, Abstract 61, as recorded in Volume 203, Page 159, Deed Records of Lynn County, Texas. - PAGE 8 PROPERTY LOCATED IN LYNN COUNTY, TEXAS (Continued) 42. Right of Way Agreement dated December 14, 198(1), recorded in Volume 260, Page 645, Deed Records of Lynn County, Texas, executed by Gloria Hardin, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 11, Block J, A.C. H & B. R.R. Survey, Abstract 115, and in Section 9, Block J, B.S. b F Survey, Abstract 119, as recorded in Volume 1, Pages 233, and 234, respectively, Deed Records of Lynn County, Texas. 43. Right of Way Agreement dated September 23, 1981, recorded in Volume 260, Page 641, Deed Records of Lynn County, Texas, executed by Walter O. Heinrich and Lillian Heinrich, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NE/4 of Section 7, Block J, J.H.G. Survey, Abstract 270, as recorded in Volume 135, Page 22, Deed Records of Lynn County, Texas. 44. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 5, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the S/2 of Section 8, D S W Railway Co. Survey, Block 0, Abstract No. 627, Lynn County, Texas, and further described in Pipeline Right -of -Way executed by Janet Wilson Ferguson and Ed Moseley, dated April 2, 1986, and recorded in Volume 282, Page 516, Deed Records of Lynn County, Texas. 45. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 10, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the NW/4 of Section 8, D&W Railway Co. Survey, Block 0, Abstract 627, Lynn County, Texas, and being further described in that certain Pipeline Right -of -Way executed by Carol F. Henderson and Ed Moseley, dated April 2, 1986, and recorded in Volume 282, Page 519, of the Deed Records of Lynn County, Texas. 46. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 7, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the NE/4 of Section 5, D 6 W Railway Co. Survey, Block 0, Abstract 121, Lynn County, Texas, and being further described in that certain Pipeline Right -of -Way executed by Betty Ferguson McKinnon and Dave Roberson, dated March 31, 1986, and recorded in Volume 282, Page 542, of the Deed Records of Lynn County, Texas. - PAGE 9 PROPERTY LOCATED IN LYNN COUNTY, TEXAS (Continued) 47._ That certain right-of-way granted to- -Carbon Dioxide -- Technology Corporation on March 12, 1982, in Cause No. 4, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the NE/4 of Section 1273, EL&RR Co. Survey Abstract No. 1276, Lynn County, Texas. 48. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 4, 1982, in Cause No. 3 in the District Court of Lynn County, Texas, Covering a strip of land 20' in width in the NW/4 of Section 1273, ELSRR Co. Survey, Abstract No. 1276, Lynn County, Texas. 49. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 6, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the NE/4 of Section 1265, J. H. Gibson Survey, Abstract No. 1241, Lynn County, Texas. 50. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 49 1982, in Cause No. 1, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the NW/4 and S/2 of Section 1265, J. H. Gibson Survey, Abstract No. 311, Lynn County, Texas.- 51. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 4, 1982, in Cause No. 2, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the S/2 of Section 12, A.C.H. & B. R.R.' Co. Survey Abstract No. 637 Lynn County, Texas. PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS 52. Right of Way Agreement dated January 18, 1982, recorded in Volume 1770, Page 103, Deed Records of Lubbock County, Texas, executed by Edna Fenley and Joe R. Rhoads in favor of Carbon Dioxide Technology Corporation, covering a 20, wide strip of land in S/2 of NE/4 of Section 24, Block 24, H.E. S W.T.R.R. Survey, Abstract 914, as recorded in Volume 17, Page 530, Deed Records of Lubbock County, Texas. - PAGE 10 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 53. Right of Way Agreement dated November 6, 1981, recorded in Volume 1768, Page 946, Deed Records of Lubbock County, Texas, executed by Lula Barnett Rhoads in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the W/2 of NW/4 of Section 24, Block 24, H.E. 6 W.T. R.R. Survey, Abstract No. 914, as recorded in Volume 17, Page 530, Deed Records of Lubbock County, Texas. 54. Right of Way Agreement dated August 31, 1981, recorded in Volume 1768, Page 925, Deed Records of Lubbock County, Texas, executed by H. R. Schwertner and Rita Schwertner, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NW/4 of Section 52, Block S, G.C. and S.F. R.R. Survey, Abstract 465, as recorded in Volume 861, Page 545, Deed Records of Lubbock County, Texas. 55. Right of Way Agreement dated August 26, 1981, recorded in Volume 1768, Page 937, Deed Records of Lubbock County, Texas, executed by C. B. Bloxom, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the E/2 of the NE/4 of Section 53, Block S, G.C. and S. F. R.R. Survey, Abstract 226, as recorded in Volume 375, Page 390, Deed Records of Lubbock County, Texas. 56. Right of Way Agreement dated August 31, 1981, recorded in Volume 1768, Page 930, Deed Records of Lubbock County, Texas, and re -recorded in Volume 1780, Page 218, Deed Records of Lubbock County, Tbxas, executed by Audrey Kitten, Independent Execturix of the Estate of L. B. Kitten, Deceased, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in E/2 of Section 54, Block S, G.C. and S. F. R. R. Survey, Abstract 464, as recorded in Volume 62, Page 489, Deed Records of Lubbock County, Texas. 57. Valve Easement (Supplemental to Existing Easement) dated August 31, 1981, recorded in Volume 1768, Page 935, Deed Records of Lubbock County, Texas, and re -recorded in Volume 1780, Page 223, Deed Records of Lubbock County, Texas, executed by Audrey Kitten, Independent Executrix of the Estate of L. B. Kitten, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in E/2 of Section 54, Block S, G.C. and S.F.R.R. Survey, Abstract 464, being further described in Volume 62, Page 489, Deed Records of Lubbock County, Texas. - PAGE 11 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 58. Right of Way Agreement dated August 31, 1981, recorded in Volume 1768, Page 941, Deed Records of Lubbock County, Texas, executed by H.R. Schwertner and Mrs. H. R. Schwertner in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in SW/4 of Section 54, Block S, G.C. and S.F. R.R. Survey, Abstract No. 464, as recorded in Volume 304, Page 297, Deed Records of Lubbock County, Texas. 59. Right of Way Agreement dated September 3, 1981, recorded in Volume 1768, Page 920, Deed Records of Lubbock County, Texas, executed by Walter C. Denzer and Mary Jane Denzer, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NW/4 of Section 54, Block S, G.C. and S. F. R. R. Survey, Abstract 464, as recorded in Volume 839, Page 39, Deed Records of Lubbock County, Texas. 60. Right of Way Agreement dated September 14, 1981, recorded in Volume 1768, Page 915, Deed Records of Lubbock County, Texas, executed by E. J. Wimmer and Joerita Wimmer, in favor of Carbon Dioxide Technology Corporation, covering a 20, wide strip of land in the E/2 of the North 200 acres of Section 55, Block S, G.C. and S.F.R.R. Survey, Abstract No. 225, as recorded in Volume 714, Page 645, Deed Records of Lubbock County, Texas. 61. Right of Way Agreement dated November 19, 1981, recorded in Volume 1768, Page 890, Deed Records of Lubbock County, Texas, executed by Helen Benton Williams, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 28 and the NE/4 of Section 57, respectively, in the G.C. & S. F. R.R. Co. Survey, Block S, Abstract 479, and Abstract 224, respectively, as recorded in Volume 213, Page 511, Deed Records of Lubbock County, Texas. 62. Right of Way Agreement dated November 13, 1981, recorded in Volume 1768, Page 910, Deed Records of Lubbock County, Texas, executed by Ruth Ann Hill, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 28 and the NE/4 of Section 57, respectively, in the G.C. & S.F. R.R. Co. Survey, Block S, Abstract 479 and Abstract 224, respectively, as recorded in Volume 213, Page 511, Deed Records of Lubbock County, Texas. - PAGE 12 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 63. Right of Way Agreement dated November 11, 1981, recorded in Volume 1768, Page 905, Deed Records of Lubbock County, Texas, executed by Robert M. Benton, in favor of Carbon Dioxide Technology Corporation, covering a 20' ,wide strip of land in Section 28 and the NE/4 of Section 57, respectively, in the G.C. S S.F.R.R. Co. Survey, Block S, Abstract 479 and .Abstract 224, respectively, as recorded in Volume 213, Page 511, Deed Records of Lubbock County, Texas. 64. Right of Way Agreement dated November 16, 1981, recorded in Volume 1768, Page 900, Deed Records of Lubbock County, Texas, executed by J. L. Benton, III, Individually and as Executor of the Estate of Margie Benton, Deceased, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 28 and the NE/4 of Section 57, respectively, in the G.C.6S.F. R.R. Co. Survey, Block S, Abstract 479 and Abstract No. 224 respectively, as recorded in Volume 213, Page 511, Deed Records of Lubbock County, Texas. 65. Right of Way Agreement dated January 1, 1982, recorded in Volume 1768, Page 895, Deed Records of Lubbock County, Texas, executed by J. L. Benton, Jr., in favor of Carbon Dioxide Technology Corporation, covering .a 20' wide strip of land in Section 28 and the NE/4 of Section 57, respectively, in the G. C. 6 S.F.R.R. Co. Survey, Block S, Abstract 479 and Abstract 224, respectively, as recorded in Volume 213, Page 511, Deed Records of Lubbock. County,, Texas. 66. Right of Way Agreement dated December 28, 1981, recorded in Volume 1768, Page 882, Deed Records of Lubbock County, Texas, executed by Joe N. Nislar, Ora Nislar, Individually and Co -Trustee, Marilyn Nislar, Doris Nislar, Mildred Nislar, Jerry N. Nislar, 0. L. Nislar, Jr., James Robert Nislar, and American State Bank of Lubbock, Texas, Co -Trustee, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land over and accross the NW/4 and E/2 of Section 5, Block S, Abstract 206, as recorded in Volume 253 and 202, Page 499 and 241, respectively, Deed Records of Lubbock County, Texas. - PAGE 13 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 67. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 15, 1982, in Cause No. 410, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width along and across a 160 acre tract of land, being in the NE/4 of Section 65, GCSSF Railway Co. Survey, Block S, Abstract No. 310, Lubbock County, Texas, and being further described in Volume 1152, Page 170 of the Deed Records of Lubbock County, Texas. 68. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 5, 1982, in Cause No. 409, in the County Court At Law No. 2 of Lubbock County, Texas, covering a strip of land 20' in width across the SE/4 of Section 16 in the GCSSF Railway Co. Survey Block S, Abstract No. 476, Lubbock County, Texas, and being further described in Volume 319, Page 93, of the Deed Records of Lubbock County, Texas. 69. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1024, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width extending ten feet southwesterly and parallel to and along and ten feet northeasterly and parallel and along the right-of-way line located in a 110 acre tract of land in the S/2 of Section 58, GCSSF Railway Co. Survey, Block S, Abstract 461, Lubbock County, Texas. 70. Right of Way Agreement dated March 30, 1982, recorded in Volume 1779, Page 44, Deed Records of Lubbock County, Texas, executed by Flora Schultz, in favor of Carbon Dioxide Technology Corporation. 71. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1032, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the NW/4 of Section 58, GCSSF Railway Co. Survey, Block S, Abstract No. 461, Lubbock County, Texas. 72. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 28, 1982, in Cause No. 1033 and Cause No. CV 82-00373-1, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the SW/4 of Section 16 in the GCSSF Railway Co. Survey, Block S, Abstract No. 476, Lubbock County, Texas, and being further described in - PAGE 14 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) Volume 644, Page 369, of the Deed- Records of Lubbock County, Texas. 73. That certain right-of-way granted to Carbon Dioxide Technology Corporation on May 5, 1982, in Cause No. 408, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the NW/4 of Section 16, in the GCSSF Railway Co. Survey, Block S, Abstract No. 476, Lubbock County, Texas. 74. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 411, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the N/2 of Section 15, in the GCSSF Railway Co. Survey, Block S, Abstract No. 199, Lubbock County, Texas, and further described in that certain Pipeline Right -of -Way dated May 5, 1986, executed by William M. Higgins, Jr. and Martin Shepherd Higgins, individually and as Co -Executors and Co -Trustees of the Estate of Beulah D. Shepherd, and the First National Bank of Lubbock, as Co -Executor and Co -Trustee of the Estate of Beulah D. Shepherd, recorded in Volume 2182, Page 55, Official Real Property Records of Lubbock County, Texas. 75. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 2, 1982, in Cause No. 1026, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20, in width in the W/2 of Section 12, in the GCSSF Railway Co. Survey, Block S, Abstract No. 454, Lubbock County, Texas. 76. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1022, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the E/2 of the NW/4 of Section 24, in the HESWT Railway Co. Survey, Block 24, Abstract 914, Lubbock County, Texas. 77. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1025 in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the S/2 of the SW/4 of Section 25, HESWT Railway Co. Survey, Block 24, Abstract No. 392, Lubbock County, Texas. - PAGE 15 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 78. That certain right-of-way granted �o Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 415, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the SE/4 of Section 26, HEBWT Railway Co. Survey, Block 24, Abstract No. 914, Lubbock County, Texas. 79. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 416, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the North 200 acres of the E/2 of Section 26, HEBWT Railway Co. Survey, Block 24, Abstract No. 914, Lubbock County, Texas. 80. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 414, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in Tract 11 of Section 37, in the HE6WT Railway Company Survey, Block 24, Abstract No. 1212, Lubbock County, Texas. 81. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 23, 1982, in Cause No. 407, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the east 200 acres of the S/2 of Section 52, GSBSF Railway Co. Survey, Block S, Abstract 465, Lubbock County, Texas. 82. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 5, 1982, in Cause No. CV82-00077-1, in the County Court At Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the SW/4 of Section 52, GCBSF Railway Co. Survey, Block S, Abstract No. 465, Lubbock County, Texas, and being further described in that certain Pipeline Right -of -Way dated April 2, 1986, executed by Ada Mae Kitten Robinson, William Robinson, Jr. and Roger Kitten, and recorded in Volume 2140, Page 11, of the Official Real Property Records of Lubbock County, Texas. - PAGE 16 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) -83. That certain-r-ight-of-way --granted---to- Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1031, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the S/2 of Section 58, GCSSF Railway Co. Survey, Block S, Abstract No. 461, Lubbock County, Texas. 84. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1030, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the W/2 of Section 28, GCSSF Railway Co. Survey Block S, Abstract No. 479, Lubbock County, Texas. 85. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1028, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in Section 23, HESWT Railway Co. Survey, Block 24, Abstract No. 259, Lubbock County, Texas. 86. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 412, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the S/2 of the SE/4 of Section 24, HESWT Railway Co. Survey, Block 24, Abstract No. 914, Lubbock County, Texas. 87. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 413, in the County Court at Law No.' Two of Lubbock County, Texas, covering a strip of land 20, in width in the N/2 of the SE/4 of Section 24, HEBWT Railway Company Survey, BLock 24, Abstract No. 914, Lubbock County, Texas. 88. That certain right-of-way granted to Carbon Dioxide Technology Corporation on May 4, 1982, in Cause No. 1027, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the W/2 of Section 12, Block S, Abstract 454, GCBSF Railway Co. Survey, Lubbock County, Texas. - PAGE 17 PROPERTY LOCATED IN LYNN AND LUBBOCK COUNTIES, TEXAS 89. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 9 in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the East 261 acres of Section 6, D & W Railway Co. Survey, Block 0, Abstract No. 1454, Lubbock and Lynn Counties, Texas, and further described in that certain Pipeline Right -of -Way dated April 2, 1986, executed by Mary Ann Wilson Waldrep and Dave Roberson and recorded in Volume 2168, Page 83, Official Real Property Records of Lubbock County, Texas and Volume 282, Page 545 of the Deed Records of Lynn County, Texas. 90. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1029, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the W/2 of Section 6, D&W Railway Co. Survey, Block 0, Abstract No. 913, Lubbock and Lynn Counties, Texas. 91. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 23, 1982, in Cause No. 406, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20, in width in the E/2 of the E/w of Section 3 and in a 107.1 acre tract in the NW/4 of Section 6, D & W Railway Co. Survey, Block 0, Abstracts Nos. 121 and 913, Lubbock and Lynn Counties, Texas. PROPERTY LOCATED IN LYNN AND GARZA COUNTIES, TEXAS 92. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 4, 1982, in Cause No. 8, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the SE/4 of Section 1273 in the E. L. & R. R. Co. Survey, Abstract No. 1276 and Abstract 305, Lynn and Garza Counties, Texas. STREET AND ROADWAY CROSSING AGREEMENTS There is also included herein all permits and agreements with public entities covering permits for the crossing of public roadways heretofore obtained by the Seller. EMISIT "C" DISPUTED RIGHT -OE -WAY EASE1[ENTS 7ti■ Iseult aC" tlostifias all solatial dispatso waft psKesq eraars Omarstaf the rile&-sf."g ewosests epos rhia► CM Pitallm is leested. 1. Alm L. boss, fora loaa lung, 91q ftabacdsoa end Edria Loris. A stripp of land twenty Cost 43001 in width, extending ton feat t1011 southwesterly and parallel to and along and ten feet (1011 northeasterly and parallel to and along the following described cight-of-way line located in a 599.7-acre tract of land being in the A.D. i N. larvey, Abstract 644, Gaeta County, Texas, said tract of land being further described in Volume 91, Page $17 and volume 86, Page 617 of the Dead Records of Gaeta County, Texast said right-cf-way line being described u follows Beginning at a point on the most Northerly lest propert line of the above said 599.7-aces tract of land, sail point being Morth along said most Northerly Mast property line, 277{ teat from the interior Southwest corner of said S99.7-acro tract of land# T8ENCE South 41• 37' Bast, 194 feet to a point# TIM= loath 47. 2d' bet, 3987 feet to a point# THENCE loath 620 24' last, 403 feet to a point on the East property lina of the above said 599.7-acre tract of Land* same boLng the last line of Section 1234 and 123S, said point being South along said last proparty line, 6039 feet from the forthasst corner of said 599.7-acre tract of land. filly fryan Boyd, fochaila Sorel Thorne ad Mable Bold. A strip of land twenty feet 42011 in width, Wtondiag ten Cast t10.) Southwesterly and parallel to and along and ten foot 410.1 northeasterly and parallel to and along the following described right-of-wa located to a 129.98-acre tract of land being a per ton of the vast saif tw/21 of Section 12 in the G.C. a S.p.1Z.tR. Co. Serve , )lock S, Abstract dSd, Lubback County, hoist said qht-of-way being described as foilorse BlOIMMING at a point on the Bloat proportr lint of the above said 129.16-acre tract of land# said point being North along said Hest pro arty line,r1831 toot frog the as Southet cower of said 12l.91-aura tractor land, THENCs South 47' 260 last, 3617 toot to a point on the Booth property line of the above said 129.95-acro tract of land, said point being last along said South property lino, 2056 fast from the Southwest corner of said 129.9E-acre tract of land. 3. Cams " Ct14W*i Cartrits. A Stripof land twenty feet 13011 to width, extending tan test (Lot) southwesterly and parallel to and along and toe foot (ie@) tortboasterly and Parallel to and along the following described right-ofwa line located in the resldus of a 30.25-acts tract of land being Tract No. 1t of /action 37t in the N.s. $ W.t.R.R. Co. Sarveyt Stock 24t Abstract 1212t Lubbock Conutyt lexasl right-of-way line Ming described as followas Saginning at a point on the North property lice of the above paid rase ua of a 30.25-acre tract of land, same being the North line of section 37, said point being heat along said North property ilae, 2327 feet from the Nottboast Corner of said residue of a 30.25-acse tract of lands TBRBCR south 270 3$' Nast• 600 fast to a point oa the gout%'Troperty line of the above said residue of a 30.23-aora tract of land, same being South line of said $action 37, said point being West along said south property lino, 1150 feet from the southeast corner of said residue of a 30.25-sore tract of land# A. tens Mae fsalq, at al. A strip of land twenty feet (101) in width, extending ton feet 1101) southwesterly and parallel to and along and tan feet 4104) northeasterly and parallel to and along the following described right-of-way located in certain tract of land being the forth 300 acres of the east Ralf (1/21 of section Zi in the n.t. a N.?.R.R. Co. Survey, Block 24t Abstract $14t Lubbock County, taxes, said tract of land being further described in Volmas 17t page 527 of the Probate Records of Lubbock County, texas, said tight -of -way line being described as follows@ BROZNNiNO at a point on the North property lino of the above said certain tract of land• sane being the North lino of section 24 said point being test along said North p rrttyf %Last 1$50 foot fro$ the Northeast corner of sale�cirtaia tract of lands TRRNCS South 27' 3$' Sastt 3627 rest to a point on the south property lino of the above said certain tragt of land, said point being test along'South property line, 145 foot from the Southeast corner of the said certain tract of land. Cross" tsacta 1, 2, 3, u and "I- 1. Arms %Ala foasster, JIMMY foesstes and fadaral Lead Sant Association. a at:SDD of land twenty fast 421.1 in width, extending ton feet tl0•l southwsterly and parallel to and along and ten fast t101l northeasterly and parallel to and along 'the following described rigbt•ofway located in a 130-acre tract of land being the Southeast Quarter 151/41 of Section 39 in the •._. & M.T.R.R. Co. survey, dock 24, abstract fit, Lubbock County. Texasg said tract of land being farther described to Volume 1460, pages S2 and 91 of the Deed Records of Lubbock County, Texas# said tight -of -way being described u follo+ne DsOINNiNG at a point on the North property line of the above said 120-acre tract of land, said point being West along said North property line, 34S feet from the Northeast corner of said 130-acre tract of lands TRENCE South 270 31' Bast, 319 feet to a points TNENCE South 274 371 East, 204 feet to a point on the Last property lice of the above said 120-acre tract of land# same being the East line of Section 26, said point being North along said Bast property line, 1306 feet from the Southeast corner of said 120-acre tract of lane, and the southeast corner of section 36. i. Alms Lucille Mullen., at al. a stripp of land twenty feet 12001 in width, extending ten foot (10') southwesterly and parallel to and along and ten feet t1011 northeasterly and parallel to and along the following described sight -of -ray located in certain tract of land being the worth 300 acres of the Bast Ralf (1/2) of Section 26 in the ■.t. i M.T.R.R. Co. Survey, Block 24, abstract 914, Lubbock County, Texas, said tract of land being further described in Volume 17, Page $37 of the Probate Records of Lubbock County• Taxes, said right-of-way line being described as follo+ns sEOZNNZNO at a point on the North property line of the above said certain tract of land, same being the worth line of section 25, said point being West along said North properly line, 1950 feet from the Northeast corner of said certain tract of lands TRUCR South 270 31' last, 2637 feet to a point on the South property line of the above said certain tract of Lando Said point being West along South property line, 245 fast from the Southeast corner of the said certain tract of land. Crosasa frsc" Age 9, 6, 7, 1, 9 and 10. 1. Clary D. irora. Leon Wore and ladaral Lead iSAk• 11 a atrlpp of land twenty last (201•) in width, extoodl too lost MA soutbwastorly and parallel to and along and ten toot Cis$) aortboastarly and parallel to and along the following described right-ofway Ilse located in an f0-40re tract of land boiat the last Bait of the Worthwest Quarter 42/3 W+w) of Section, il, is the /.l. a W.T.B.B. Co. survey, Took 24, abstract 914, Lubbock County, Texast said right-of-way Ilse being described as follovsI /sgianin1 at a point on the West property line of the above said 80-acre tract of land, •aid point being South along said West property Ilse, goo goat from the Northwest corner of said SO-acro tract of iandt TNBt1CB South 04' 15' last, 1913 fset.to a point on the Bast property line of the above said 80-acre tract of land, said point being South along said last property line, 1975 fast from the northeast corner of &aid 40-acne tract of land. s. XUArsd Pauline Caldwell, Loon floors and federal Land sank of tiouston. A strip of land twenty feet 42001 In width, extending ton feet (100) southwesterly and parallel to and along and ton feet (101) northeasterly and parallel to and along the following described ri ht-cfway Has located in an So -&ors tract of land being the North Batt of the Southeast Quarter (n/2 59/4) of section id, in the B.g. i W.T.B.k. Co. survey, Block 34, abstract 114, Lubbock County, Texast said tract of land being further described In Volume 17, Page $30 of the Probate Ucords of Lubbock County, Texast said right-of-way being described as follows s . Beginning at a point on the Worth property line of the above said 90-acre tract of land, said point being West along said Worth property line, 1995 foot from the Northeast corner of said SO -acre tract of land; THR9Cl South Ii• 191 Bost, 1652 foot to a point on the South Property iiao of the above •aid SO -acre tract of land, said point being West along said Booth property line, 915 feet from the southeast corner of said 80-acro tract of land. !. Lana sells fosrster, Jbw toerstsr sad Lon Neese. ► stilt of land twenty last (301) in widtb, extending tan feet (&loll southwesterly and parallel to and along and ton feet 11041 northeasterly and parallel to and along the following described right-of-wa &ocated is an 40-aers tract of land b.inqq the South It (3/3) of the SGUtheaet 00arter 181/4) o! Sectloo 34 is the t.l. a M-T-R-R- Co- Survey, S&ook 36, Abstract 914, Lubbock County, texas) said right-of-way being described as follows I SZOUNHO at a point on the North property lino of the above said 10-acre tract of land, said point being West along said North property lies, S!s feet froa the Northeast corner of said SO -acre tract of &anal TEEM South 440 15' east, 33 feet to a point, tsSNCS South 46. Oa' Salt. !36 feet to a point on the East property line of the above said SO -acre tract of land, same being the East line of Section 34, said point being North along said last property line, 658 feet from the Southeast corner of said 10-acre tract of land, and the Southsaat Corner of Section 24. I. EMERGENCY NOTIFICATION LIST l OWNER'S OPERATING PERSONNEL NAME LOC�N PHONE Harold Paulk Lubbock 806-567-7075 (Mobile) 806-799-0569 (Office) 806-832-4723 (Residence) Joe Giles Lubbock 806-762-6812 (Mobile) 806-799-0569 (Office) 606-796-2510 (Residence) 9THER'S TO NOTIFY AGENCY eriff p(Hockle o.)>evellan -894-tnd 068154 Ambula l 8-4- D.P 6� (Lubbo S :i-.!ff (Lubb -to.) f 8 6- Fire rth 8 6- D.P (Lub Sheriff (Lubbock Co.) Lubbock 806-765-9363 Fire Dept. Lubbock 806-765-5757 Ambulance Lubbock 806-743-9911 D.P.S. Communications Lubbock *806-747-4491 Sheriff (Garza Co.) Post 806-495-3201 Police Post 806-495-2122 Fire Dept. Post 806-495-2322 Ambulance Post 806-495-3900 D.P.S. (Lubbock)* Sheriff (Lubbock Co.) Slaton 806-828-6211 Fire -Dept. Slaton 806-828-3212 Ambulance Slaton 806-828-6211 D.P.S. (Lubbock)* GAS SUPPLIER Mid Plains Gas Co. Lubbock 806-763-0822 _CUSTOMERS Lubbock Power & Light Co. Lubbock 806-763-9381 Holly Plant Lubbock 806-762-6411 Ext. 2-538 or 2539 8 0 6 7 4� (t� AG'TMR 4WPIs Nuw%13ER, . • . • q(,s- G$3-So-01 ADOBE GAS CO. EMERGENCY PLAN POWER -TER SYSTEM This emergency plan has been prepared to provide data essential in an emergency situation. The pipeline safety code requirements for emergency plans are contained in 49 CFR 192.615. No emergency plan can cover all situations. There is no substitution for the sound judgement of the situation by the person or persons involved. In any emergency, THE SAFETY OF THE PUBLIC WILL ALWAYS BE GIVEN FIRST PRIORITY. Everyone Who Will have the responsibility of handling an emergency situation Will be familiar With the contents of our plan. WHAT IS AN EMERGENCY CONDITION? An emergency condition exists When ADOBE GAS CO. (OR OUR REPRESENTATIVE) DETERMINES THAT EXTRAORDINARY PROCEDURES EQUIPMENT, MANPOWER, AND/OR SUPPLIES MUST BE USED TO PROTECT THE PUBLIC FROM EXISTING OR POTENTIAL HAZARDS. These hazards may include, but are not limited to facility failures in: (a) Underpressure/Overpressure in the system. (b) Large amounts of escaping gas. (c) Fire/explosion near or directly involving a pipeline facility. (d) Any leak considered hazardous. (e)" Danger to major segment(s) of the system. (f) Natural disaster (flood, tornado, hurricane, earthquake, etc.. (g) Civil disturbances (riots, etc.). (h) Load reduction conditions (result in voluntary/mandatory reduction of gas usage). CONTENTS OF THIS EMERGENCY PLAN I. Emergency Notification List II. Map of Rey Valve Location III. Emergency Equipment IV. Responding to Gas Leak Reports and Interruption of Gas Service V. Emergency Check List VI. Reporting Requirements (Telephone Report)_ VII. Accident Investigation Upon completion of our plan, appropriate charts will be posted in a conspicuous place. I RESPONDING TO GAS LEAK REPORTS It is the responsibility of Adobe Gas Co.'to make sure the proper employees are familiar with procedures concerning gas leak calls and reports. 1. The employee receiving a report of a gas leak should get as much of the information as possible to fill out the leak report form properly. Use common sense: Saving Human Life and Property is First Consideration. 2. All reports of leaks on Adobe Gas Co. premises get priority. 3. After getting the information, and determining that a hazardous leak exists on a transmission line, remind the employees of all the following information. (REMEMBER: It is your responsibility to have taught employees in advance.) (a) No one is to turn ON or OFF any electrical switches. (b) Extinquish all open flames. DO NOT LIGHT HATCHES, CIGARETTES, etc. f (c) Turn off gas supply, if feasible. (d) Everyone in the vicinity is to leave the premises and go a safe distance (about a block) away. GO ON FOOT - no engines or sparks. 4. Dispatch necessary personnel to the location of the reported leak. S. DUTIES OF FIRST COMPANY EMPLOYEE ON THE SCENE: TARE EVERY CORRECTIVE ACTION NECESSARY TO PROTECT LIFE AND PROPERTY FROM DANGER (IN THAT ORDER.) IT IS THE RESPONSIBILITY OF THE PERSON IN CHARGE TO: (a) Set up communication. (b) Coordinate the operation. (c) Make all decisions concerning emergency valves -isolating areas- and the use of emergency equipment. (d) Implement the check list for a major emergency (covered in this plan.) C I. EMERGENCY NOTIFICATION LIST C� Owner's Operating Personnel NAME LOCATION PHONE Harold Paulk .Lubbock 806-765-3239 806-794-2571 Other's to Notify AGENCY LOCATION PHONE Sheriff (Hockley Co.) Levelland 806-894-3126 Fire Dept. Levelland 806-894-3154 Ambulance Levelland 806-894-8855 Sheriff (Lubbock Co.) Wolfforth 806-866-4605 Fire Dept. Wolfforth 806-866-4555 Sheriff (Lubbock Co.) Lubbock 806-765-9363 Fire Dept. Lubbock 806-765-5757 Ambulance Lubbock 806-792-2166 Gas Supplier: E1 Paso Natural Gas Co. E1 Paso 915-541-5204 Northern Natural Gas Co. Omaha, Nebraska 800-228-7570 Colony Energy Corp. Midland 915-682-6249 Customers: Lubbock Power & Light Co.Lubbock 806-763-9381 Other: Railroad Commission Austin 512-447-2171 DOT (Dept. of .-. Transportation) Washington, D. C. 202-426-0700 Owner's Management Personnel David B. Freeman Midland 915-687-4183 Joe Giles Odessa Home 915-337-3295 Mobil 915-683-4011 Adobe Gas Co. Midland 915-683-4701 MINIMUM ADOBE GAS CO. RESPONSE ACTIONS FOR LEAKS (a) Assess danger to public, occupants and property. (b) Extinguish all open flames. No Smoking. (c) If necessary, notify fire, and law enforcement. (d) Block road. (e) Implement Check List for major emergency (f) Repair leak. (g) If you are positively sure it is safe, return occupants to buildings. REPORTING REQUIREMENTS -(TELEPHONE REPORT) A telephone call will be made to the federal (DOT) and state (RRC) governments for any leak that: 1. Caused a death or an injury requiring a person to be hospitalized. 2. Required the taking of any segment of transmission pipeline out of service (unless part of planned or routine operation.) 3. Resulted in gas ignition (unless part of planned or routine operation.) 4. Caused total damage in excess of $5,000 (total of operators damage and damage to others.) Call the Department of Transportation. Damages in excess of $1,000 call Railroad Commission of Texas. 5. In the judgment of Adobe Gas Co., was significant even though it did not meet the above. The telephone report to DOT and/or your state will contain: (a) Name of operator/company. (b) The location and time and date of incident. (c) Fatalities and personal injuries. (d) All other significant known facts that are relevant to the cause of the leak or extent of the damages. (Describe accident.) (e) Name of person and telephone number to be contacted for additional information. The telephone report, if required, will be made'at the earliest practicable moment following discovery (within 2 hours. CALL 202-426-0700 The Department of Transportation National Response Center (NRC) will receive your phone call. CALL 512-447-2171 The Railroad Commission of Texas. J' CHECK LIST (MAJOR EMERGENCY f l 1. Has fire department been called? 2. Have persons been evacuated and area �— blockaded? 3. Has police department been notified? 4. Has repair crew been notified? 5. Has company call list been executed? 6. Has communication been established? 7. Has outside help been requested? B. Have ambulances been called? 9. Has leak been shut off or brought under control? 10. Has civil defense been notified? 11. Have emergency valves or proper valves to shut .down or reroute gas been identified and located? r_ 12. Is the situation under control and has the possibility of recurrence been eliminated? 13. Has telephone report to the state been made? 14. Has telephone report to MTB/DOT been made? 15. Has radio station been given instructions (if necessary)? Date EMERGENCY EQUIPMENT Adobe Gas Co., the operator, or its designate, is responsible for the adequacy, availability and condition of emergency equipment. A copy of this plan with maps and tools necessary to -shut off all gas to the system will be kept in operator's vehicle at all times. Additional manpower and equipment and supplies may be obtained from: 1. Smith melding 6 Construction Sundown, Texas 79372 806-229-6865 2. Henry's Backhoe Levelland, Texas 79336 806-894-8186 806-894-8159 3. Mid West Odessa, Texas P -.. _ '. -. .. � . ! .. .r. • ,. . .. - . - ... a rf� .... r ADOBE PIPELINE INVESTIGATION OF FAILURES r •.ie following information should be gathered in addition to that listed in the previous sections of the emergency manual. 1. Ifake a diagram of the accident site to scale showing the location of all damages and casualties, the area of gas migration, and the location of all gas piping and other utilities. 2. List of all victims and their latest status. 3. Chronological sequence of events and company's actions relating to the accident. 4. List of company personnel involved and responding. S. Names of witnesses and statements. 6. Statement of damages (company equipment, amount of commodity lost, repair operations costs). 7. Statement of operating characteristics of system prior to and at the time of the accident (pressures, flow rates). 8. Number of customer services interrupted. 9. Failure analysis of piping or equipment involved including any metallurgical analysis. (Preserve failed components. Do not allow cutting or welding to destroy a removed section of pipe or component of pipeline. c ACCIDENT SCENE SKETCH (REFLECT DISTANCES, PERMANENT STRUCTURES, OTHER LANDMARKS TO ASSIST IN READILY IDENTIFYING SPECIFIC LOCATION): "Tnr^'"T^N-SHOW NORTH -pie - Sc44 e Svcr�� A-ccvra4e A mv nder exander Alexander & Alexander of Texas, Inc. P. 0. Drawer 10367 Midland, Texas 79702-7367 Telephone 91"62.8605 To: City of Lubbock P. 0. Box 2000 Lubbock, Texas 79457 CERTIFICATE OF INSU RANCE Insured: ADOBE RESOURCES CORPORATION, ET AL ADOBE GAS PIPELINE COMPANY 300 West Texas Ave., Suite 1100 Midland, Texas 79701 This is to certify that policies of insurance as described below have been issued to the insured named above and are in force at this time. The insurance afforded is subject to all of the terms of the policy applicable thereto, TYPE OF INSURANCE LIMIT OF LIABILITY COMPANY/POLICY NO. P�q►Qp COMPREHENSIVE GENERAL LIASI ITY Underwriters at Lloya s, London Premises/Operations, Con- Combined Single Limit: Cert.# Pending 2/3/88-89 tractuai, Personal Injury Bodily Injury & Property Liability Damage of $1,000,000 ea, ccurrence/Aggregate OMPREHENSIVE AUTOMOBILITY IABILITY Highlands Insurance Company Owned Autos ombined Single Limits *OTA 73 52 01 2/3/88-69 Hired Cars aodily Injury & Property *OBA 52 34 59 2/3/88-89 Non -Ownership amage - $1,000,000 each * *0BA 70 13 49 2/3/88-89 Occurrence *Texas Only, **Okla oma only, ***All States other than TX & OK WORKERS' COMPENSATION Statutory Highlands Insurance Company & #OWC 68 47 25 2/3/88-89 EMPLOYERS LIABILITY $500,000.00 This Certificate of insurance neither affirmatively or negatively amends, extends or alters the coverage afforded by the above listed policies. In the event of cancellation or material change in the policies, 0 3days notice will be given to the party designated above. Alexander & Alexander of Texas. Inc. lauthorized representativ ) Date 2/4/88ed 6y: Larry Paulisen, Vice President TOTAL P.02 SUBSIDIARIES ' GGSI GAS CO. GGSI GATHERING & PROCESSING CO. tr GGSI MARKETING CO. ® or AME GAS S'i 300 West Texas, Suite 1100 Midland, Texas 79701 9151683-4701 GATHERING SYSTEMS, INC.��.- January 26, 1988 Crown Gas Co. 500.West Texas, Suite 976 Midland, Texas 79701 Attention: Mr. David B. Freeman Gentlemen: The City of Lubbock has indicated an interest in purchasing the eight -inch (8") Post Lateral pipeline owned by Power -Tex Joint Venture which extends approximately thirty-two (32) miles from a point adjacent to the City's Holly Avenue Generating Station to Post, Texas. GGSI Gas Co. desires to sell this segment of our pipeline system to the City of Lubbock under terms and conditions substantially similar to those set forth in its January 19, 1988 letter to Lubbock Power & Light, which letter is attached hereto as Exhibit I. By executing both copies of this letter in the space provided below and returning one copy to GGSI, Crown Gas Co., Power Line, Inc. and Joe J. Reynolds, do hereby agree to sell the Post Lateral to the City of Lubbock under terms and conditions substantially similar to those set forth in Exhibit I attached hereto, and does hereby make, constitute and appoint GGSI Gas Co.. Agent and Attorney -in -Fact for Crown Gas Co., Power Line, Inc. and Joe J. Reynolds for the specific purpose of doing any and all things necessary, advisable or convenient in connection with the sale of assets set forth herein. Yours very truly, GGSI GAS CO. J. K. Freeman President Crown Gas Co. January 26, 1988 Page Two ACCEPTED, AGREED TO AND GRANTED this =2�f� day of January, 1988. CROWN GAS CO. By: D. H. Freeman President POWER LINE, INC. By: Crown Gas Co. Agent and Attorney -in -Fact D. H. Freeman, President JOE J. REYNOLDS, an individual Crown Gas Co. Agent and Attorney -in -Fact D. H. Freeman, President Certification The Chairman stated that the next order of business to come before the meeting was the sale of the Power -Tex Joint Venture 32 mile, eight inch pipeline to Lubbock, Power & Light. The sale price is $985,000 for 100% interest or $80,179 net to Crown Gas Co. On motion duly made, seconded and unanimously adopted, it was: RESOLVED, that the sale of the 32 mile, eight inch pipeline was approved. I HEREBY CERTIFY that the foregoing is a true and correct copy of all arts of the Minutes of the Board of Directors Meeting of 7�e4mi.1 ZZ , 19 -V covering the disposition of the property described above. IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary and have caused the corporate seal of said Corporation to be hereto affixed this /0" 4 day of 19 8- Certification The Chairman stated that the next order of business to come before the meeting was the sale of the Power -Tex Joint Venture 32 mile, eight inch pipeline to Lubbock, Power & Light. The sale price is $985,000 for 100% interest or $246,250 net to Power Line, Inc. On motion duly made, seconded and unanimously adopted, it was: RESOLVED, that the sale of the 32 mile, eight inch pipeline was approved. I HEREBY CERTIFY that the foregoing is a true and correct copy of all parts of the Minutes of the Board of Directors Meeting of ,CA I,U.0rg -Z , 19 AP covering the disposition of the property described above. IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary and have caused they corporate sal of said Corporation to be hereto affixed this /p'` day of 9ry.6r7 19 P? . oe M. Barclay, Secretar Resolution #2748 February 11, 1988 PIPELINE OPERATING AND MAINTENANCE AGREEMENT BETWEEN The City of Lubbock, Texas "Owner" and Power -Tex Joint Venture "Operator" Dated March 1, 1988 TABLE OF CONTENTS Article I Definitions Page 1 Article II General Responsibilities Page 2 of Operator Article III Performance of Page 3 Operator's Obligations Article IV General Terms and Conditions Page 4 Article V' Billing and Payments Page 4 Article VI Terms of Agreement Page 5 Article VII Notices Page 5 Article VIII Indemnification Page 6 Article XIX Miscellaneous Page 6 R .. PIPELINE OPERATING AND MAINTENANCE AGREEMENT THIS AGREEMENT, made and entered into effective the ist day of March, 1988, by and between POWER-TEX JOINT VENTURE, hereinafter referred to as "Operator",•and THE CITY OF LUBBOCK, hereinafter referred to as "Owner". WITNESSETH: WHEREAS, Owner owns an eight inch (8") natural gas pipeline extending approximately thirty-two (32) miles from a point adjacent to Owner's Holly Avenue Generating Plant in Lubbock, Lubbock County, Texas to Post, Garza County, Texas, which is used to transport certain volumes of gas to be used as fuel for the generation of electric energy; and WHEREAS, Owner wishes to have Operator to operate and maintain its pipeline and related appurtenances (hereinafter referred to collectively as "Facilities"); and WHEREAS, Owner and Operator desire to set forth their respective rights and responsibilities with respect to the operation of such Facilities; NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained, the Parties hereto agree as follows: ARTICLE I Definitions: Unless the context otherwise requires, the terms defined in this Article I shall, for purposes of this Agreement, have the respective meanings set forth below: 1.1 The term "day" shall mean a period of twenty-four (24) consecutive hours, beginning and ending at 8:00 a.m. Central Time. 1.2 The term "month" shall mean the period beginning at 8:00 a.m. Central Time on the first day of the next succeeding calendar month. 1.3 The term "year" shall mean a period of three hundred sixty-five (365) days beginning with the date of first delivery of gas under this Agreement, or on any anniversary thereof; provided, however, that any such year which contains a date of February 29 shall consist of three hundred sixty-six (366) days consecutive days. 1.4 The term "gas" shall include natural gas produced from gas wells and oil well gas produced in association with crude oil. 1 1.5 The term "cubic foot of gas" for purposes of measurement hereunder shall mean the volume of gas which would occupy one (1) cubic foot of space at a base temperature of sixty (60) degrees Farenheit and at a standard pressure of fourteen and sixty-five hundreths (14.65) pounds per square inch absolute. 1.6 The term "Mcf" is the abbreviation employed to denote one thousand (1,000) cubic feet of gas. 1.7 "Btu" shall mean British thermal units measured at 14.65 psia, sixty degrees Farenheit (60 deg. F), and water vapor measured as delivered. 1.8 The term "MMBtu" shall mean one million (1,000.000) Btu. 1.9 The term "Party" shall mean owner or Operator, and "Parties" shall mean both Owner and Operator. 1.10 The term "Person" shall mean an individual, a corporation, voluntary association, joint stock company, business trust, partner- ship or other entity. ARTICLE II General Responsibilities of Operator 2.1 Standard Performance. Operator shall perform its services hereunder in accordance with instructions contained in this Agreement and in accordance with sound and prudent practices of the gas pipeline industry. 2.2 Routine Services. Operator shall, on behalf of Owner, furnish all material, equipment, services, supplies, labor and supervision necessary for the routine operation, inspection, sur- veillance, and monitoring of the Facilities, including but not necessarily limited to: a. Changing, integrating and storage of meter charts. b. Checking for proper inking on all orifice meter chart recorders.` c. Periodic testing and calibration of meters (not more often than once each ninety (90) days.) d. Adjusting rates of flow when done in conjunction with routine changing of charts. e. Routine inspection and surveillance of the Facilities for vandalism, theft and washout along rights -of -way. f. Routine inspection and greasing of valves. g. Routine testing for moisture and H2S. 2.3 Special Services - If Required. In addition to Routine 2 Services, Operator shall perform, or arrange for the performance of, cathodic protection surveys, and such other special operating, maintenance and repair services as necessary, or requested by Owner, which are not included in Routine Services. Special Services shall specifically include any and all labor and materials required or advisable by virtue of Owner's acceptance of rich gas into the Facilities. For the purposes hereof, "rich gas" shall be defined as gas containing in excess of 1150 Btu per cubic foot. Operator shall notify Owner by telephone of any needed maintenance or repairs to the Facilities. Operator may use its discretion to arrange for such needed maintenance or repairs provided the estimated cost is not in excess of $1,000.00. Written approval and authority must be given by Owner prior to commencement of any maintenance or repair estimated to cost_ in excess of $1,000.00. 2.4 Emergency Services. In case of explosion, fire, storm or other emergency, Operator shall take such steps and incur such expenses as in its opinion are required to deal with such emergency and to safeguard life and property, but shall, as promptly as possible, report such emergency to Owner, and thereafter shall follow the direction of Owner with respect to the Facilities. Owner shall protect, indemnify and save Operator harmless against any and all claims, demands and causes of action of every kind and character arising in favor of any person, corporation or governmental entity, because of personal injuries or death, or damage to property occur- ring, growing out of, incident to, or resulting directly or indi- rectly from, the occurrence of events comtemplated in this Paragraph 2.4, including, but not limited to, the excercise of bad judgment by Operator, but excepting negligence or willful misconduct of oper- ator or its employees acting within the scope of their employment. 2.5 Personnel. Operator shall employ and have supervision over the Persons including consultants and organizations providing professional services) required by Operator to perform its duties and responsibilities hereunder. ARTICLE III Performance of Operator's Obligations. 3.1 owner shall have the right to observe, and to consult with Operator in connection with Operator's performance of its obliga- tions under this Agreement, but Owner shall not have the right to supervise, direct or control Operator's performance of such obliga- tions. In the performance of such obligations, Operator shall be an independent contractor and not an employee or agent of Owner and shall comply with all the applicable laws, rules, orders and regula- tions of governmental authorities having jurisdiction. 3 ARTICLE IV General Terms and Conditions 4.1 This Agreement covers all work or services that the Owner may request of the Operator.by written or oral order and which the Operator is willing to perform during the term thereof. 4.2 Operator shall furnish all supervision, labor, material, and equipment as necessary to perform the described services, except as may be furnished by the Owner, and shall perform the services promptly after such work is ordered. 4.3 Operator is an independent contractor as to all work performed hereunder. The detailed manner and method in performing the work is under the control of the Operator, Owner having interest only in the results obtained. All persons engaged in the perform- ance of said work shall be solely the servants or employees of oper- ator, but Owner's authorized agents shall have the right to.give directions to Operator's designated supervisor and to make such inspection of the work as necessary to ensure compliance by the Operator with the obligations assumed hereunder. Operator shall perform the services with due diligence and in a good and workman- like manner in accordance with the specifications set out herein, to the satisfaction and approval of the Owner's field represen- tative. 4.4 Operator may assign part of this Contract or sublet the same or any part thereof to a qualified contractor to perform specific requested duties that fall outside the Operator's capacity. The assignment of this Contract or the subletting of any work to be performed hereunder, if so permitted by Owner, shall not relieve Operator of his or its obligations hereunder. 4.5 All work shall be performed in compliance with all applicable laws, ordinances, or regulations of any governmental authority having jurisdiction of the same. ARTICLE V Billina and Pavment 5.1 Owner hereby agrees to pay Operator, as full compensation for Routine Services performed under this Agreement each month, an amount equal to $0.02 per MMBtu for all volumes of natural gas transported by Owner throught the Facilities. 5.2 Owner hereby agrees to pay Operator, as full compensation for Special Services and Emergency Services performed under this Agreement each month (including the performance of work and the furnishing of supervision,.labor, material, tools, equipment and 4 supplies required), on the basis of the following prices and con- ditions: a. The supervision, labor, tools and equipment shall be paid for by Owner in accordance with the following rates: Director of Operations - $35.00/hour + $0.50/mile Pipeline Foreman w/Pickup & Tools - $35.00/hour + $0.50/mile Meter Technician w/Pickup & Tools - $35.00/hour + $0.50/mile b. For all miscellaneous operation and maintenance ma- terials and labor supplied by Operator, Owner shall pay the actual cost of such materials and labor, in- cluding freight and haulage charges, as shown by ori- ginal receipted bills, plus an amount equal to ten percent (10%) thereof to cover overhead and adminis- tration. 5.3 TERMS OF PAYMENT - On or before the tenth (loth) day of each month, the authorized Operator representative shall submit an invoice in writing to Owner's authorized representative covering the previous month's work for review and approval. The invoice amounts shall be in accordance with the agreed amounts. Owner shall pay Operator amounts due by Owner check on or before the twentieth (20th) day of each month. ARTICLE VI 6.1 Term of Agreement. This Agreement shall become effective on the date first hereinabove written and shall continue in force and effect for a period of five (5) years, and shall remain in effect thereafter from month to month until terminated by either Party by giving thirty (30) days prior written notice to the other Party. ARTICLE VII 7.1 Notices. Any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any Party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by registered mail to the post office address of the Parties hereto, as the case may be as follows: a. If to Owner: City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 Attn: Carroll McDonald 5 b. If to Operator: Power -Tex Joint Venture 300 W. Texas, Suite 1100 Midland,•Texas 79701 Attn: J. K. Freeman 7.2 For purposes of this Agreement, the date on which any notice, request, statement, payment or other communication shall be deemed to have been given shall be the date on which it is received by the recipient, provided any such notice, request, state- ment, payment or other communications transmitted by registered or certified mail, return receipt requested, postage prepaid, shall be deemed to have been given on the third day following the date on which same was deposited in the United States mail, addressed in accordance with this Article VII. Either party hereto may desig- nate a further or different address to which subsequent notices, requests, statements, payments or other communication shall be sent. ARTICLE VIII 8.1 Operator shall protect, indemnify and save Owner harmless against any and all claims, demands and causes of action -of every kind and character arising in favor of any person, corporation or governmental entity, because of personal injuries or death, or damage to property occurring, growing out of, incident to, or re- sulting directly from, the work to be performed by Operator here- under, except negligence or willful misconduct of Owner or its em- ployees acting within the scope of their employment, (except normal damages to growing crops and timber on Owner's right-of-way incident to the laying or removal of pipe, liability for which is assumed by Owner). Operator shall obtain and maintain,during the term of this Agreement a policy of liability insurance with limits, of at least $500,000.00 for each person, $300,000.00 property damage and $100,000.00 for each incident which policy shall cover Operator's liability under this paragraph. Operator shall provide to Owner a certificate of insurance reflecting such coverage. ARTICLE XIX Miscellaneous 9.1 Modification. This Agreement may not be modified, varied or amended, except by the execution of supplementary written agree- ment signed by both Owner and Operator. 2 9.2 Taxes. Neither party shall be responsible or liable for any taxes or other statutory charges levied or assessed against any of the facilities of the other Party used for the purpose of carrying out the provisions of this Agreement. 9.3 Assignment. Neither party hereto shall assign this Agree- ment or any of its rights or obligations hereunder without the con- sent in writing of the other Party.. Notwithstanding the foregoing, either Party may assign its right, title and interest in, to and by virtue of this Agreement, including any and all extensions, renewals, amendments, and supplements thereto, to a trustee or trustees, individual or corporate, as security for bonds or other obligations or securities, without such trustee or trustees assuming or becoming in any respect obligated to perform any of the obliga- tions of the assignor and, if any such trustee be a corporation, without its being required by the Parties hereto to qualify to do business in the state in which the performance of this Agreement may occur, nothing contained herein shall require consent to trans- fer this contract by virtue of merger or consolidation of a Party hereto or a sale of all or substantially all of the assets of a Party hereto, or any other corporate reorganization of a Party here- to. 9.4 Laws and Regulations. This Agreement, insofar as it is affected thereby, is subject to all valid laws, rules, regulations and orders of all governmental authorities having jurisdiction. This Agreement shall be governed by the laws of the State of Texas. 9..5 Waiver. No waiver by either Party of any one or more defaults by the other in the performance of any provisions hereunder shall operate or be construed as a waiver of any future defaults whether of a like or a different character. 9.6 If at any time prior to -or during the period of deliveries of natural gas hereunder, any governmental authority having juris diction or control over the Parties, their Facilities, or gas supplies, this Agreement or any provision thereof shall take•any action as to Operator or Owner whereby the delivery, receipt and use of gas as contemplated hereunder shall be proscribed or sub- jected to conditions or restraints that in the sole judgment of the Party affected are unduly burdensome to that Party, such Party may terminate this Agreement without further liability hereunder other than the liability to discharge obligations incurred prior to the termination hereof. 9.7 This Agreement shall be binding upon and inure to the benefit of the successors, assigns and legal representatives of the Parties hereto. 9.8 OWNER'S REPRESENTATIVE - Operator shall be entitled for all purposes relative to this Agreement, to rely solely and exclu- sively on the statements and representations of the Person identi- fied in writing as being the Owner's Representative. Owner may at any time appoint a new representative on thirty days prior written notice to such effect to Operator. 7 9.9 Emergency Plan. Operator shall assist Owner in estab- lishing an emergency plan for the Facilities, as required by the Minimum Federal Safety Standards Part 192, of the Department of Transportation. After completion of the Emergency Plan, Operator agrees to act in conformance to the provisions contained therein. IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be signed by their respective representatives, thereunto duly authorized, on this 11th day of February , 1988, but effective as of the day and year first herein - above written. "OWNER" CITY OF LUBBOCK By: ,Mayor ATTES 'By. ,Ci y 66cretary APPRQVED AS,,tO FORM: B . ,City Attorney "OPERATOR" POWER-TEX JOINT VENTURE By: J. a man, Agent and Atorney in Fact 8 k c7wsGAS GATHERING SNtttMS, I Mr. Carroll McDonald Lubbock Power & Light P. 0. Box 2000 Lubbock, Texas 79457 Dear Carroll: SUBSIDIARIES GGSI GAS CO. GGSI GATHERING & PROCESSING CO. GGSI MARKETING CO. 300 West Texas, Suite 1100 Midland, Texas 79701 NC.- 915/683-4701 February 8, 1988 The following information is attached per your request: 1. GGSI Board of Directors resolution to sell the 32 mile Power -Tex lateral extending from your Holly Station to near Post, Texas. 2. A copy of the existing Power -Tex Emergency Plan for your use in the preparation of a similar plan for the pipeline you are about to acquire. w� 3. Railroad Commission Form P-5 that the City of Lubbock must complete and submit. l/'ter oo�s,.►s 4. A copy of our Certificate of Insurance. Please give me a call with any questions on the attached. Regarding numbers 2 and 3 above, Floyd Simpson of our Midland office can be contacted for more detailed instructions or assistance. ouAFre truly, J .an President JKF/ic Attachments CC: D. B. Freeman Floyd Simpson UNANIMOUS CONSENT OF THE DIRECTORS OF GAS GATHERING SYSTEMS, INC., A DELAWARE CORPORATION, PURSUANT TO SECTION 141(f) OF THE DELAWARE CORPORATION LAW ANNOTATED The undersigned, being all of the Directors of GAS GATHERING SYSTEMS, INC,, and being entitled to vote upon the resolution hereinafter set forth, do hereby consent that the resolution set forth below is deemed to be adopted to the same extent and have the same force and effect as if adopted by unanimous vote at a formal meeting of the Board of Directors duly called and held for the purpose of acting upon a proposal to adopt such resolution: "RESOLVED, That Gas Gathering Systems, Inc. sell certain real and personal property comprising an 8" pipeline, commonly known as the Power -Tex Joint Venture Post Lateral, which extends approximately 32 miles in Lubbock, Lynn and Garza Counties, Texas, for a sale price of $985,000.00 in cash, plus such other consideration as set forth in the Pipeline Purchase Agreement to be executed upon closing of this transaction." i Dated this h day of February, 1988. L . - AjL ten, uirector . K. Freeman, D B. J.Ubveho se, Director 7 M. D. ,,Rogers, D�rector ley, THE STATE OF TEXAS § COUNTIES LYNN, LUBBOCK & GARZA § ASSIGNMENT, WARRANTY DEED, BILL OF SALE AND CONVEYANCE POWER-TEX JOINT VENTURE, hereinafter referred to as "GRANTOR" for and in consideration of Ten.Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has granted, sold, conveyed, transferred, assigned and delivered, and by these presents does hereby grant, bargain, sell, convey, transfer, assign and deliver unto the CITY OF LUBBOCK, hereinafter referred to as "GRANTEE", with current mailing address of P. 0. Box 2000, Lubbock, Texas 79457, Attention: Carroll McDonald, all of Grantor's right, title and interest in and to the following pipeline system located in Lubbock, Lynn and Garza Counties, Texas, and being more particularly described as follows, to -wit: Approximately 32 miles of eight inch (811) pipeline known as the Post -Lateral Pipeline, which begins. on a three (3) acre tract of land in Section 4, Block S, G.C.SS.F. Ry. Co. Survey, Lubbock County, Texas, and which three (3) acre tract is adjacent to the Holly Avenue Power Station, which is owned and operated by the Grantee and running from such point in Lubbock County, Texas, to such pipeline's connection to the field pipeline system of the Post -Montgomery Waterflood Unit No. 1 located in the Garza Field, Garza County, Texas, together with all of the easements and rights of way agreements described in the attached Exhibit "A", which is attached hereto and made a part hereof for all relevant purposes and, further, including the facilities and equipment described in the attached Exhibit "B", which is hereby referred to and incorporated herein by reference for all relevant purposes. To the extent the interest conveyed hereby constitutes personal property or fixtures GRANTOR EXPRESSLY DISCLAIMS AND NEGATES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, and (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS. It is the intent of the Grantor to bargain, sell, transfer, assign and convey unto Grantee all of Grantor's right, title and interest in and to the Post -Lateral Unit Pipeline described above, the easements and rights -of -way described in the exhibits attached hereto, together with all rights, privileges, and appurtenances thereunder and therein or in anywise pertaining thereto, and Grantor hereby covenants and agrees that upon the request of Grantee, Grantor will execute all such additional instruments or conveyances as may be necessary to evidence Grantee's ownership of the property hereinabove described and intended to be conveyed hereby. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever, and the Grantor does hereby bind itself, its successors and assigns, to warrant and forever defend, all and singular, the said premises unto the said Grantee, its successors and.assigns, against every person, whosoever lawfully claiming or to claim the same or any part thereof. -2- EXECUTED this 26th day of February, 1988, to be effective as of the 1st day of March, 1988, at 8:00 o'clock a.m. POWER-TEX JOINT VENTURE BY: GGSI GAS CO. Attorney -in -Fact BY: THE STATE OF TEXAS § COUNTY OF LUBBOCK § J. K.-FREEMAN, President This instrument was acknowledged before me on the 26th day of February, 1988, by the said J. FREEMAN, President of GGSI GAS CO., the Attorney -in -Fact f POWER-TEX JOINT VENTURE on behalf of said Joint Venture. C State off'/ Texas My Commission Expire -3- 9 EXH11M "A" PROPERTY LOCATED IN GARZA COUNTY, TEXAS: 1. Right of Way. Agreement slated November 3, 1981, recorded in Book 143, Page 905, Deed Records of Garza County, Texas, executed by Larence J. Jackson and Dortha Jackson in favor of Carbon Dioxide Technology Corporation covering a 20' wide strip of land out of the NE/4 of Section 10, in the K. Aycock Survey, Block 5, Abstract 508, as recorded in Book 106, Page 159, Deed Records, Garza'County, Texas. 2. Right of Way Agreement acknowledged on January 12, 1982, and recorded in Book 144, Page 25, Deed Records of Garza County, Texas, executed by Pauline Bland in favor of Carbon Dioxide Technology. Corporation, covering a 20' wide strip of land out of the SE/4 of Section 1231 and part in the W/2 of the NE/4 of Section 10 in the J. V. Massey Survey and the K. Aycock Survey, Abstracts 333 and 508, respectively, Garza County, Texas, as recorded in Book 131, Page 536, Deed Records of Garza County, Texas. 3. Right of Way Agreement dated December 10, 1981, recorded in Book 143, Page 915 Deed Records of Garza County, Texas, executed by Kenneth F. Montgomery, et al, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the J. R. Galbreth and the J. V. Massey Surveys, Abstracts 938, 645 and 333, respectively, as recorded in Book 9, Page 31, of the Deed Records of Garza County, Texas. 4. Right of Way -Agreement dated December 10, 1981, recorded in Book 143, Page 909, Deed Records of Garza County, Texas, executed by Kenneth F. Montgomery, et al, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Sections 1229, 5, 1228, and a portion of Section 10, in the K. Aycock Survey and the J. V. Massey Survey, Abstract 508, 333, respectively as recorded in Deed Record Book 9, Page 31, Garza County, Texas. 5. Right of Way Agreement dated November 29, 1981, recorded in Book 143, Page 901, Deed Records of Garza County, Texas, executed by William Paul Simpson, Robert Luther Simpson and Leon Francis Simpson, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NW/4 of Section 10, and SW/4 of Section 1231 in the J. V. Massey Survey, and the K. Aycock Survey, Abstract 333, and 508, respectively, as recorded in Deed Record, Book 34, Page 181, Garza County, Texas. 6. Right of Way Agreement dated November 10, 1981, recorded in Book 143, Page 896, Deed Records of Garza County, Texas, executed by Clarence Gunn and Oneta Gunn in favor of Carbon Dioxide Technology Corporation, covering a 20, wide strip of land in the west part north of highway in Section 1231, Abstract 333 as recorded in Deed Records, Book 80, Page 364, Garza County, Texas. EXHIBIT "A PAGE 2 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 7. Right of Way Agreement dated November 10, 1981, recorded in Book 143, Page 892, Deed Records of Garza County, Texas, executed by C. B. Bullard in favor of Carbon Dioxide Technology Corporation,. covering a 20' wide strip of land in the SW/4 of Section 1236, A. B. 8 M. Survey, Abstract 644, as recorded in Book 141, Page 20, Deed Records of Garza County, Texas. 8. Right of Way Agreement dated December 8, 1981, recorded in Book 143, Page 887, Deed Records of Garza County, Texas, executed by T. H. Tipton in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 1236, A. B. 6 M. Survey, Abstract 644, and part in Survey 4, Block A, Abstract 1065, and further described in Deed Record in Book 104, Page 72 and Book 49, Page 276, respectively, Garza County, Texas. 9. Right of Way Agreement dated November 10, 1981, recorded in Book 143, Page 883, Deed Records of Garza County, Texas, executed by Ted Shults in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 2, and Section 4 in Survey No. 2, S. F. 8369 and Survey 4, S.F. 1442, Abstract 1168 and Abstract 1065, respectively, as recorded in Book 48, Page 457, Deed Records of Garza County, Texas. 10. Right of Way Agreement acknowledged on November 3, 1981, recorded in Book 143, Page 879, Deed Records of Garza County, Texas, executed by Elias Sepeda Martinez, in favor of Carbon Dioxide Technology Corporation, covering a 20, wide strip of land in the NE/4 of Section 1402, Block 1, E. L. & R.R. R.R. Survey, Abstract 650, as recorded in Book 126, Page 312, Deed Records of Garza County, Texas. 11. Right of Way Agreement dated November 11, 1981, recorded in Book 143, Page 874, Deed Records of Garza County, Texas, executed by Charlie N. Brown in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NE/4 of Section 1402, Block 1, E. L. 6 R.R. R.R. Survey, Abstract 650, as recorded in Book 41, Page 595, Deed Records of Garza County, Texas. 12. Right of Way Agreement dated November 3, 1981, recorded in Book 143, Page 870, Deed Records of Garza County, Texas, executed by Barnie Jones and Evelyn Jones, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SE/4 of Section 1298, J. R. Galbreth Survey, Abstract 643, as recorded in Book 42, Page 538, Deed Records of Garza County, Texas. EXHIBIT "A" - PAGE S PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 13. Right of Way Agreement dated November 5, 1981, recorded in Book 143, Page 865, Deed Records of Garza County, Texas, executed by J. E. Winder in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1298 in the J. R. Galbreth Survey, Abstract 643, as recorded in Book 30, Page 337, Deed Records of Garza County, Texas. 14. Right of Way Agreement dated October 22, 1981, recorded in Book 143, Page 861, Deed Records of Garza County, Texas, executed by D. H. Bartlett, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SE/4 of Section 1297, D. B W. R.R. Survey, Abstract 293, as recorded in Book 42, Page 114, Deed Records of Garza County, Texas. 15. Right of Way Agreement dated November 31, 1981, recorded in Book 143, Page 857, Deed Records of Garza County, Texas, executed by Pearl Robinson, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NE/4 of Section 1302, P. H. Talley Co. Survey, Abstract 741, as recorded in Book 34, Page 329, Deed Records of Garza County, Texas. 16. Right of Way Agreement dated October 19, 1981, recorded in Book 143, Page 853, Deed Records of Garza County, Texas, executed by Paul Wheatley in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1281, B.S. B F.R.R. Co. Survey, Abstract 287, as recorded in Book 44, Page 64, Deed Records - of Garza County, Texas 17. Right of Way Agreement dated October 9, 1981, recorded in Book 143, Page 849, Deed Records of Garza County, Texas, executed by Barbara Ethridge in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land .in the SW/4 of Section 1281, B.S. B F. R.R. Co. Survey, Abstract No. 287, as recorded in Book, 44, Page 64, Deed Records of Garza County, Texas. 18. Right of Way Agreement dated October 7, 1981, recorded in .Book 143, Page 845, Deed Records of Garza County, Texas, executed by Henry M. Wheatley, in favor of Carbon Dioxide Technology Corporation, covering a 201 wide strip of land in the SW/4 of Section 1281, B. S. and F. R.R. Co. Survey, Abstract 287, as recorded in Book 44, Page 64, Deed Records of Garza County, Texas. EXHIBIT "A" - PAGE 4 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 19. Right of Way Agreement dated October 27, 1981, recorded in Book 143,-Page 837, Deed Records of Garza County, Texas, executed by Pat Webb, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1281, B. S. 8 F. R.R. Co. Survey, Abstract 287, as recorded in Book 44, Page 64, Deed Records of Garza County, Texas. 20. Right of Way Agreement dated October 20, 1981, recorded in Book 143, Page 841, Deed Records of Garza County, Texas, executed by Kent Wheatley, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1281, B.S 8 F. R.R. Co. Survey, Abstract 287, as recorded in Book 44, Page 64, Deed Records of Garza County, Texas. 21. Right of Way Agreement dated,October 1, 1981, recorded in Book 143, Page 805, Deed Records of Garza County, Texas, executed by Elmer L. Hitt in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in NE/4 Section 2, H. E. and W. T. R. R. Survey, Abstract 891, as recorded in Book 15, Page 188, Deed Records of Garza County, Texas. 22. Right of Way Agreement dated November 4, 1981, recorded in Book 143, Page 832, Deed Records of Garza County, Texas, executed by B. W. Altman and Hazel Altman in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SE/4 of Section 1255, T. T. and R. R. Co. Survey,. Abstract 342, as recorded in Book'134 and 38, Page 248-249 and 296-297 respectively, Deed Records of Garza County, Texas. 23. Right of Way Agreement dated October 8, 1981, recorded in Book 143, Page 801, Deed Records of Garza County, Texas, executed by Jewell Ward, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1255, T. T. R. R. Co. Survey, Abstract 342, as recorded in Book 111, Page 112, Deed Records of Garza County, Texas. 24. Right of Way Agreement dated October 20, 1981, recorded in Book 143, Page 797, Deed Records of Garza County, Texas, executed by Virginia Lee Gentry, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of Section 1255, T. T. R. R. Co. Survey, Abstract 342, as recorded in Book 111, Page 112, Deed Records of Garza County, Texas. EXHIBI". "A" PAGE 5 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 25. Right of Way Agreement dated December 17, 1981, recorded in Book 144, Page 404, Deed Records of Garza County, Texas, executed by Maxine Durrett Marks Earl, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the N/2 of the NW/4 of Section 1255 in the T. T. R. R. Co. Survey, Abstract No. 342, as recorded in Book 15, Page 255, Deed Records of Garza County, Texas. 26. Right of Way Agreement dated December 17, 1981, recorded in Book 143, Page 828, Deed Records of Garza County, Texas, executed by Maxine Durrett Marks Earl, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Survey 2 and Survey 4, Block A, Abstracts 1168 and 1065, respectively, as recorded in Book 20, Page 38, Deed Records of Garza County, Texas. 27. Right of Way Agreement dated December 7, 1981, recorded in Book 143, Page 824, Deed Records of Garza County, Texas, executed by L. E. Bartlett, in favor of Carbon Dioxide Technology. Corporation, covering a 20' wide strip of land in the N/2 of Section 134, T. T. R. R. Co. Survey, Abstracts 344, as recorded in Book 28, Page 132, Deed Records of Garza County, Texas. 28. Right of Way Agreement dated September 28, 1981, recorded in Book 143, Page 819, Deed Records of Garza County, Texas, executed by F. D. Wheeler, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the E/2 of Section 1249, A.B. and M. R.R. Survey, Abstract • 278 as recorded in Book 95 and 101, Pages 565 and 927, respectively, Deed Records of Garza County, Texas. 29. Right of Way Agreement dated October 7, 1981, recorded in Book 143, Page 815, Deed Records of Garza County, Texas, executed by V. C. Wheeler, in favor of Carbon Dioxide Technology Corporation, covering a 20, wide strip of land in the NW/4 of Section 1250, L.P.G. R.R. Survey, Abstract 759, as recorded in Book 125, Page 69, Deed Records of Garza County, Texas. 30. Right of Way Agreement dated October 19, 1981, recorded in Book 143, Page 811, Deed Records of Garza County, Texas, executed by Maxine Wood, Executrix of the Estate of W. C. Wood, Deceased, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SE/4 and the SW/4 of Section 1259, in the J. H. Gibson Survey, Abstract 309, as recorded in Book 89, Page 444, Deed Records of Garza County, Texas. EXHIBIT "A" - PAGE 6 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 31. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 26, 1982, in Cause No. 3673 in the District Court of Garza County, Texas, covering a strip of land 20' in width in the AB&M Survey No. 1236, Abstract No. 644, Garza County, Texas, and being further described in Book 81, Page 617, and Book 86, Page 627 of the Deed Records of Garza County, Texas. 32. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 2, 1982, in Cause No. 3663 in the District Court of Garza County, Texas, covering a strip of land 20' in width in the NE/4 of Section 1297, DSW Railway Co. Survey, Abstract No. 293 Garza County, Texas, as per Settlement Agreement and Release dated January 20, 1983, entered into between Jack Burkett, et al and Carbon Dioxide Technology Corporation. 33. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 4, 1982, in Cause No 3664, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the NW/4 of Section 1297, DSW Railway Co. Survey, Abstract No. 293, Garza County, Texas. 34. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 22, 1982, in Cause No. 3675, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the SE/4 of Section 1281, BSSF Railway Co. Survey, Abstract No. 287, Garza County, Texas. 35. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 4, 1982, in Cause No. 3661, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the W/2 of Section 1281, BS&F Railway Co. Survey, Abstract No. 357, Garza County, Texas. 36. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 1, 1982, in Cause No. 3662, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the NE/4 of Section 1253, Abstract No. 345, and an 87 acre tract in the S/2 of the NW/4 of Section 1255, Abstract No. 342, both in T.T. Ry. Co. Survey, Garza County, Texas, as per Settlement Agreement and Release dated January 20, 1983, entered into between Virgil Smith, et al, and Carbon Dioxide Technology Corporation. EXHIBIT "A" - PAGE 7 PROPERTY LOCATED IN GARZA COUNTY, TEXAS (Continued) 37. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 4,. 1982, in Cause No. 3665, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the SE/4 of Section 1245, T. T. Ry. Co. Survey Abstract No. 344 Garza County, Texas. 38. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 3674, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the SW/4 of Section 1245, T.T. Ry. Co. Survey, Abstract No. 344 Garza County, Texas. 39. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 3672, in the District Court of Garza County, Texas, covering a strip of land 20' in width in the NE/4 and in the S/2 of Section 1250, ABDM Survey, Abstract No. 759 Garza County, Texas, and further described in that one certain Pipeline Right -of -Way executed by Janet Wilson Ferguson, C. R. Lancaster, Travis Lancaster and C. R. (Pete) Travis, dated April 2, 1986, and recorded in Volume 155, Page 381, Deed Records of Garza County, Texas. PROPERTY LOCATED IN LYNN COUNTY, TEXAS 40. Right of Way Agreement dated September 29, 1981, recorded in Volume 260, Page 655, Deed Records of Lynn County, Texas, executed by Walter G. Stolle, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the SW/4 of .Section 1263, J.H.G. Survey, Abstract No. 1277, as recorded in Volume 173, Page 123, Deed Records of Lynn County, Texas. 41. Right of Way Agreement dated December 9, 1981, recorded in Volume 260, Page 651, Deed Records of Lynn County, Texas, executed by Dwayne Preston and Suzanne Preston in favor of Carbon Dioxide Technology Corporation, covering a 20, wide strip of land in the N/2 of Section 13, Block J, G.W.T. & P.R. R.R. Survey,, Abstract 61, as recorded in Volume 203, Page 159, Deed Records of Lynn County, Texas. EXHIBIT "A" - PAGE P PROPERTY LOCATED IN LYNN COUNTY, TEXAS (Continued) 42. Right of Way Agreement dated December 14, 198(1), recorded in Volume 260, Page 645, Deed Records of Lynn County, Texas, executed by Gloria Hardin, in favor of Carbon Dioxide Technology Corporation, -covering a 20' wide strip of land in Section 11, Block J, A.C. H & B. R.R. Survey, Abstract 115, and in Section 9, Block J, B.S. 6 F Survey, Abstract 119, as recorded in Volume 1, Pages 233, and 234, respectively, Deed Records of Lynn County, Texas. 43. Right of Way Agreement dated September 23, 1981, recorded in Volume 260, Page 641, Deed Records of Lynn County, Texas, executed by Walter O. Heinrich and Lillian Heinrich, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NE/4 of Section 7, Block J, J.H.G. Survey, Abstract 270, as recorded in Volume 135, Page 22, Deed Records of Lynn County, Texas. 44. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 5, in the District Court of Lynn County, Texas, covering a strip of land 201 in width in the S/2 of Section 8, D & W Railway Co. Survey, Block 0, Abstract No. 627, Lynn County, Texas, and further described in Pipeline Right -of -Way executed by Janet Wilson Ferguson and Ed Moseley, dated April 2, 1986, and recorded in Volume 282, Page 516, Deed Records of Lynn County, Texas. 45. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 121 1982, in Cause No. 10, in the District Court of Lynn County, Texas, covering a strip of land 201. in width in the NW/4 of Section 8, DSW Railway Co. Survey, Block O, Abstract 627, Lynn County, Texas, and being further described in that certain Pipeline Right -of -Way executed by Carol F. Henderson and Ed Moseley, dated April 2, 1986, and recorded in Volume 282, Page 519, of the Deed Records of Lynn County, Texas. 46. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 7, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the NE/4 of Section 5, D & W Railway Co. Survey, Block 0, Abstract 121, Lynn County, Texas, and being further described in that certain Pipeline Right -of -Way executed by Betty Ferguson McKinnon and Dave Roberson, dated March 31, 1986, and recorded in Volume 282, Page 542, of the Deed Records of Lynn County, Texas. EXHIBIT "A" - PAGE 9 PROPERTY LOCATED IN LYNN COUNTY, TEXAS (Continued) 47. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 4, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the NE/4 of Section 1273, EL&RR Co. Survey Abstract No. 1276, Lynn County, Texas. 48. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 4, 1982, in Cause No. 3 in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the NW/4 of Section 1273, EL&RR Co. Survey, Abstract No. 1276, Lynn County, Texas. 49. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 6, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the NE/4 of Section 1265, J. H. Gibson Survey, Abstract No. 1241, Lynn County, Texas. 50. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 4, 1962, in Cause No. 1, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the NW/4 and S/2 of Section 1265, J. H. Gibson Survey, Abstract No. 311, Lynn County, Texas. 51. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 4, 1982, in Cause No. 2; in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the S/2 of Section 12, - A.C.H. & B. R.R. Co. Survey Abstract No. 637 Lynn County, Texas. PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS 52. Right of Way Agreement dated January 18, 1982, recorded in Volume 1770, Page 103, Deed Records of Lubbock County, Texas, executed by Edna Fenley and Joe R.. Rhoads in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in S/2 of NE/4 of Section 24, Block 24, H.E. & W.T.R.R. Survey, Abstract 914, as recorded in Volume 17, Page 530, Deed Records of Lubbock County, Texas. EXHIBIT "A" - PAGE 10 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 53. Right of Way Agreement dated November 6, 1981, recorded in Volume 1768, Page 946, Deed Records of Lubbock County, Texas, executed by Lula Barnett Rhoads in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the W/2 of NW/4 of Section 24, Block 24, H.E. 8 W.T. R.R. Survey, Abstract No. 914, as recorded in Volume 17, Page 530, Deed Records of Lubbock County, Texas. 54. Right of Way Agreement dated August 31, 1981, recorded in Volume 1768, Page 925, Deed Records of Lubbock County, Texas, executed by H. R. SchwerUner and Rita Schwertner, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NW/4 of Section 52, Block S, G.C. and S.F. R.R. Survey, Abstract 465, as recorded in Volume 861, Page 545, Deed Records of Lubbock County, Texas. 55. Right of Way Agreement dated August 26, 1981, recorded in Volume 1768, Page 937, Deed Records of Lubbock County, Texas, executed by C. B. Bloxom, in favor of Carbon Dioxide Technology Corporation, covering 'a 20' wide strip of land in the E/2 of the NE/4 of Section 53, Block S, G.C. and S. F. R.R. Survey, Abstract 226, as recorded in Volume 375, Page-390, Deed Records of Lubbock County, Texas. 56. Right of Way Agreement dated August 31, 1981, recorded in Volume 1768, Page 930, Deed Records of Lubbock County, Texas, and re -recorded in Volume 1780, Page 218, Deed Records of Lubbock County, Texas, executed by Audrey Kitten, Independent Execturix of the Estate of L. B. Kitten, Deceased, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in E/2 of Section 54, Block S, G.C. and S. F. R. R. Survey, Abstract 464, as recorded in Volume 62, Page 489, Deed Records of Lubbock County, Texas. 57. Valve Easement (Supplemental to Existing Easement) dated August 31, 1981, recorded in Volume 1768, Page 935, Deed Records of Lubbock County, Texas, and re -recorded in Volume 1780, Page 223, Deed Records of Lubbock County, Texas, executed by Audrey Kitten, Independent Executrix of the Estate of L. B. Kitten, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in E/2 of Section 54, Block S, G.C. and S.F.R.R. Survey, Abstract 464, being further described in Volume 62, Page 489, Deed Records of Lubbock County, Texas. EXHIBIT "A" - PAGE 11 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 58. Right of Way Agreement dated August 31, 1981, recorded in Volume 1768, Page 941, Deed Records of Lubbock County, Texas, executed by H.R. Schwertner and Mrs. H. R. Schwertner in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in SW/4 of Section 54, Block S, G.C. and S.F. R.R. Survey, Abstract No. 464, as recorded in Volume 304, Page 297, Deed Records of Lubbock County, Texas. 59. Right of Way Agreement dated September 3, 1981, recorded in Volume 1768, Page 920, Deed Records of Lubbock County, Texas, executed by Walter C. Denzer and Mary Jane Denzer, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in the NW/4 of Section 54, Block S, G.C. and S. F. R. R. Survey, Abstract 464, as recorded in Volume 839, Page 39, Deed Records of Lubbock County, Texas. 60. Right of Way Agreement dated September 14, 1981, recorded in Volume 1768, Page 915, Deed Records of Lubbock County, Texas, executed by E. J. Wimmer and Joerita Wimmer, in favor of Carbon Dioxide Technology Corporation, covering a 20, wide strip of land in the E/2 of the North 200 acres of Section 55, Block S, G.C. and S.F.R.R. Survey, Abstract No. 225, as recorded in Volume 714, Page 645, Deed Records of Lubbock County, Texas. 61. Right of Way Agreement dated November 19, 1981, recorded in Volume 1768, Page 890, Deed Records of Lubbock County, Texas, executed by Helen Benton Williams, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 28 and the NE/4 of Section 57, respectively, in the G.C. & S. F. R.R. Co Survey, Block S, Abstract 479, and Abstract 224, respectively, as recorded in Volume 213, Page 511, Deed Records of Lubbock County, Texas. 62. Right of Way Agreement dated November 13, 1981, recorded in Volume 1768, Page 910, Deed Records of Lubbock County, Texas, executed by Ruth Ann Hill, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 28 and the NE/4 of Section 57, respectively, in the G.C. S S.F. R.R.Co. Survey, Block S, Abstract 479 and Abstract 224, respectively, as recorded in Volume 213, Page 511, Deed Records of Lubbock County, Texas. EXHIBIT "A" - PAGE 12 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 63. Right of Way Agreement dated November 11, 1981, recorded in Volume 1768, Page 905, Deed Records of Lubbock County, Texas, executed by Robert M. Benton, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 28 and the NE/4 of Section 57, respectively, in the. G.C. & S.F.R.R. Co. Survey, Block S, Abstract 479 and Abstract 224, respectively, as recorded in Volume 213, Page 511, Deed Records of Lubbock County, Texas. 64. Right of Way Agreement dated November 16, 1981, recorded in Volume 1768, Page 900, Deed Records of Lubbock County, Texas, executed by J. L. Benton, III, Individually and as Executor of the Estate of Margie Benton, Deceased, in favor of Carbon Dioxide Technology Corporation, covering a 20, wide strip of land in Section 28 and the NE/4 of Section 57, respectively, in the G.C.SS.F. R.R. Co. Survey, Block S, Abstract 479 and Abstract No. 224 respectively, as recorded in Volume 213, Page 511, Deed Records of Lubbock County, Texas. 65. Right of Way Agreement dated January 1, 1982, recorded in Volume 1768, Page 895, Deed Records of Lubbock County, Texas, executed by J. L. Benton, Jr., in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land in Section 28 and the NE/4 of Section 57, respectively, in the G. C. & S.F.R.R. Co. Survey, Block S, Abstract 479 and Abstract 224, respectively, as recorded in Volume 213, Page 511, Deed Records of Lubbock County, Texas. 66. Right of Way Agreement dated December 28, 1981, recorded in Volume 1768, Page 882, Deed Records of Lubbock County, Texas, executed by Joe N. Nislar, Ora Nislar, Individually and Co -Trustee, Marilyn Nislar, Doris Nislar, Mildred Nislar, Jerry N. Nislar, 0. L. Nislar, Jr., James Robert Nislar, and American State Bank of Lubbock, Texas, Co -Trustee, in favor of Carbon Dioxide Technology Corporation, covering a 20' wide strip of land over and accross the NW/4 and E/2 of Section 5, Block S, Abstract 206, as recorded in Volume 253 and 202, Page 499 and 241, respectively, Deed Records of Lubbock County, Texas. EXHIBIT "A" - PAGE 13 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 67. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 15, 1982, in Cause No. 410, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width along and across a 160 acre tract of land, being in the NE/4 of Section 65, GC&SF Railway Co. Survey, Block S. Abstract No. 310, Lubbock County, Texas, and being further described in Volume 1152, Page 170 of the Deed Records of Lubbock CounlCy, Texas. 68. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 5, 1982, in Cause No. 409, in the County Court At Law No. 2 of Lubbock County, Texas, covering a strip of land 20' in width across the SE/4 of Section 16 in the GCBSF Railway Co. Survey Block S, Abstract No. 476, Lubbock County, Texas, and being further described in Volume 319, Page 93, of the Deed Records of Lubbock County, Texas. 69. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1024, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20, in width extending ten feet southwesterly and parallel to and along and ten feet northeasterly and parallel and along the right-of-way line located in a 110 acre tract of land in the S/2 of Section 58, GC&SF Railway Co. Survey, Block S, Abstract 461, Lubbock County, Texas. 70. Right of Way Agreement dated March 30, 1982, recorded in Volume 1779, Page 44, Deed Records of Lubbock County, Texas, executed by Flora Schultz, in favor of Carbon Dioxide Technology Corporation 71. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1032, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20'. in width in the NW/4 of Section 58, GCSSF Railway Co. Survey, Block S, Abstract No. 461, Lubbock County, Texas. 72. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 26, 1982, in Cause No. 1033 and Cause No. CV 82-00373-1, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the SW/4 of Section -l6 in the .GCSSF Railway Co. Survey, Block S, Abstract No. 476, Lubbock County, Texas, and being further described in EXHIBIT "A" - PAGE 14 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) Volume 644, Page 369, of the Deed Records of Lubbock County, Texas. 73. That certain right-of-way granted to Carbon Dioxide Technology Corporation on May 5, 1982, in Cause No. 408, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the NW/4 of Section 16, in the GCSSF Railway Co. Survey, Block S, Abstract No. 476, Lubbock County,'Texas. 74. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 411, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the N/2 of Section 15,. in the GCSSF Railway Co. Survey, Block S, Abstract No. 199, Lubbock County, Texas, and further described in that certain Pipeline Right -of -Way dated May 5, 1986, executed by William M. Higgins, Jr. and Martin Shepherd Higgins, individually and as Co -Executors and Co -Trustees of the Estate of Beulah D. Shepherd, and the First National Bank of Lubbock, as Co -Executor and Co -Trustee of the Estate of Beulah D. Shepherd, recorded in Volume 2182, Page 55, Official Real Property Records of Lubbock County, Texas. 75. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 2, 1982, in Cause No. 1026, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the W/2 of Section 12, in the GCBSF Railway Co. Survey, Block S, Abstract No. 454, Lubbock County, Texas. 76. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1022, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the E/2 of the NW/4 of Section 24, in the HE&WT Railway Co. Survey, Block 24, Abstract 914, Lubbock County, Texas. 77. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1025 in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the S/2 of the SW/4 of Section 25, HE&WT Railway Co. Survey, Block 24, Abstract No. 392, Lubbock County, Texas. EXHIBIT "A" - PAGE 15 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 78. That certain . right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 415, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the SE/4 of Section 26, HE&WT Railway Co. Survey, Block 24, Abstract No. 914, Lubbock County, Texas. 79. That certain right-of-way granted "Co Carbon Dioxide Technology Corporation on April .21, 1982, in- Cause No. 416, in the County Court at Caw No. Two of Lubbock County, Texas, covering a strip of land 20, in width in the North 200 acres of the E/2 of Section 26, HE&WT Railway Co. Survey, Block 24, Abstract No. 914, Lubbock County, Texas. 80. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 414, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in Tract 11 of Section 37, in the HESWT Railway Company Survey, Block 24, Abstract No. 1212, Lubbock County, Texas. 81. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 23, 1982, in Cause No. 407, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the east 200 acres of the S/2 of Section 52, GS&SF Railway Co. Survey, Block S, Abstract 46.5, Lubbock County, Texas. 82. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 5, 1982, in Cause No. CV82-00077-1, in the County Court At Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the SW/4 of Section 52, GC&SF Railway Co. Survey, Block S, Abstract No. 465, Lubbock County, Texas, and being further described in that certain Pipeline Right -of -Way dated April 2, 1986, executed by Ada Mae Kitten Robinson, William Robinson, Jr. and Roger Kitten, and recorded in Volume 2140, Page 11, of the Official Real Property Records of Lubbock County, Texas. I EXHIBIT "A" - PAGE 16 PROPERTY LOCATED IN LUBBOCK COUNTY, TEXAS (Continued) 83. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1031, in the County Court at Law No. One of Lubbock County, Texas, covering' a strip of land 20' in width in the S/2 of Section 58, GCBSF Railway Co. Survey, Block S, Abstract No. 461, Lubbock County, Texas. 84. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1030, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the W/2 of Section 28, GCBSF Railway Co. Survey Block S, Abstract No. 479, Lubbock County, Texas. 85. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1028, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20in width in Section 23, HEBWT Railway Co. Survey, Block 24, Abstract No. 259, Lubbock County, Texas. 86. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 412, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the S/2 of the SE/4 of Section .24, HEBWT Railway Co. Survey, Block 24, Abstract No. 914, Lubbock County, Texas. 87. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 413, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 20' in width in the N/2 of the SE/4 of Section 24, HEBWT Railway Company Survey, BLock 24, Abstract No. 914, Lubbock County, Texas. 88. That certain right-of-way granted to Carbon Dioxide Technology. Corporation on May 4, 1982, in Cause No. 1027, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the W/2 of Section 12, Block S, Abstract 454, GCBSF Railway Co. Survey, Lubbock County, Texas. EXHIBIT "A" - PAGE 17 PROPERTY LOCATED IN LYNN AND LUBBOCK COUNTIES, TEXAS 89. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 12, 1982, in Cause No. 9 in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the East 261 acres of Section 6, D & W Railway Co. Survey, Block O, Abstract No. 1454, Lubbock and Lynn Counties, Texas, and further described in that certain Pipeline Right -of -Way dated April 2,. 1986, executed by Mary Ann Wilson Waldrep and Dave Roberson and recorded in Volume 2168, Page 83, Official Real Property Records of Lubbock County, Texas and Volume 282, Page 545 of the Deed Records of Lynn County, Texas. 90. That certain right-of-way granted to Carbon Dioxide Technology Corporation on April 21, 1982, in Cause No. 1029, in the County Court at Law No. One of Lubbock County, Texas, covering a strip of land 20' in width in the W/2 of Section 6, D&W Railway Co. Survey, Block O, Abstract, No. 913, Lubbock and Lynn Counties, Texas. 91. That certain right-of-way granted to Carbon Dioxide Technology Corporation on February 23, 1982, in Cause No. 406, in the County Court at Law No. Two of Lubbock County, Texas, covering a strip of land 201 in width in the E/2 of the E/w of Section 3 and in a 107.1 acre tract - in the NW/4 of Section 6, D & W Railway Co. Survey, Block O, Abstracts Nos. 121 and 913, Lubbock and Lynn Counties, Texas. PROPERTY LOCATED IN LYNN AND GARZA COUNTIES, TEXAS 92. That certain right-of-way granted to Carbon Dioxide Technology Corporation on March 4, 1982, in Cause No. 8, in the District Court of Lynn County, Texas, covering a strip of land 20' in width in the SE/4 of Section 1273 in the E. L. & R. R. Co. Survey, Abstract No. 1276 and Abstract 305, Lynn and Garza Counties, Texas. STREET AND ROADWAY CROSSING AGREEMENTS There is also included herein all permits and agreements with public entities covering permits for the crossing of public roadways heretofore obtained by the Seller. s Main Pipeline: Quantity Approximately 32 mi. 1 4 1 4 1 1 EXHIBIT "B LIST OF FACILITIES Description 8" Steel Pipeline Resun 6020 Line Isolation Valve 8" M & J 303Valves 6" M & J 303 Valve 4" Rockwell 2245 Valves Pig Launcher (in yard) Cathodic Retifier with deep well At Cedar Hills• Quantity Description 5 2" 600 { WKM RF Flanged Valves 2 2" Meter Runs with Daniels Jr. Fittings 2 Barton 202 E Meters 2 2 Wheatley Check Valves 1 YZ Gas Sampler with 2 YZ 500cc Cylinders 1 4'x4' Metal Meter House All are mounted on a common skid At Pleasant Valley: Quantity Description 1 2" Meter Run with Daniels Jr. Fittings 1 3" Turbine Meter 1 3" Isolation Valve 1 Barton 202 E Meter 1 YZ Gas Sampler with 2 YZ 500cc Cylinders 4 THE STATE OF TEXAS § COUNTIES LYNN, LUBBOCK S GARZA § ASSIGNMENT, WARRANTY DEED, BILL OF SALE AND CONVEYANCE POWER-TEX JOINT VENTURE, hereinafter referred to as "GRANTOR" for and in consideration of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has granted, sold, conveyed, transferred, assigned and delivered, and by these presents does hereby grant, bargain, sell, convey, transfer, assign and deliver unto the CITY OF LUBBOCK, hereinafter referred to as "GRANTEE", with current mailing address of P. O. Box 2000, Lubbock, Texas 79457, Attention: Carroll McDonald, all of Grantor's right, title and interest in and to the following pipeline system located in Lubbock, Lynn and Garza Counties, Texas, and being more particularly described as follows, to -wit: Approximately 32 miles of eight inch (811) pipeline known as the Post -Lateral Pipeline, which begins on a three (3) acre tract of land in Section 4, Block S, G.C.SS.F. Ry. Co. Survey, Lubbock County, Texas, and which three (3) acre tract is adjacent to the Holly Avenue Power Station, -which is owned and operated by the Grantee and running from such point in Lubbock County, Texas, to such pipeline's connection to the field pipeline system of the Post -Montgomery Waterflood Unit No. 1 located in the Garza Field, Garza County, Texas, together with all of the easements and rights of way agreements described in the attached Exhibit "A", which is attached hereto and made a part hereof for all relevant purposes and, further, including the facilities and equipment described in the attached Exhibit "B", which is hereby referred to and incorporated herein by reference for all relevant purposes. To the extent the interest conveyed hereby constitutes personal property or fixtures GRANTOR EXPRESSLY DISCLAIMS AND NEGATES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, and (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS. It is the intent of the Grantor to bargain, sell, transfer, assign and convey unto Grantee all of Grantor's right, title and interest in and to the Post -Lateral Unit Pipeline described above, the easements and rights -of -way described in the exhibits attached hereto, together with all rights, privileges, and appurtenances thereunder and therein or in anywise pertaining thereto, and Grantor hereby covenants and agrees that upon the request of Grantee, Grantor will execute all such additional instruments or conveyances as may be necessary to evidence Grantee's ownership of the property hereinabove described and intended to be conveyed hereby. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever, and the Grantor does hereby bind itself, its successors and assigns, to warrant and forever defend, all and singular, the said premises unto the said Grantee, its successors and assigns, against every person, whosoever lawfully claiming or to claim the same or any part thereof. -2- EXECUTED this 26th day of February, 1988, to be effective as of the 1st day of March, 1988, at 8:00 o'clock a.m. POWER-TEX JOINT VENTURE BY: GGSI GAS CO. Attorney -in -Fact BY: J. ]K.EFRE:E:;MAN, President THE STATE OF TEXAS § COUNTY OF LUBBOCK § This instrument was acknowledged before me on the 26th day of February, 1988, by the said J. K FREEMAN, President of GGSI GAS CO., the Attorney -in -Fact fo OWER-TEX�JOINT VENTURE on behalf of said Joint Venture. State (bf Texas My Commission Expires: -3-