Document gD8vBJ098oXryxDxaMqeMokQ9

t nJti796 wtl303 295459 THE STATE Of TEXAS > ) COUNTY OP NUECES ) DEED OP CONVEYANCE, TRANSFER AND ASSIGNMENT For a valuable consideration, the receipt and suf ficiency of which is, hereby acknowledge. Gulf States Oil fc Refining Co., a Texas corporation (hereinafter called "Grantor*), does hereby grant, bargain, sell, convey, transfer and assign to Koch Refining Company, a Delaware corporation (hereinafter called "Grantee") , its successors and assigns, all of Grantor's property, real, personal and mixed, located In Nueces County, Texas, which is, in a predominant respect, used, use ful, necessary or convenient in conducting refining operations at Grantor's petroleum refinery located at Corpus Christi, Texas (the "Refinery") or which consti tutes the business of Grantor at the Refinery as here tofore described to Grantee by Grantor, except for those excluded assets described in Exhibit "A" attached hereto. Grantor makes no representation or warranty, including any implied warranties, with respect to the above, including the warranties of merchantability or fitness for a particular use, except if, as and to the extent made in an Acquisition Agreement dated December 3, 1982 between Grantor and Koch Industries, Inc, TO HAVE AND TO HOLD all and singular the said interests in lands and other properties granted, con veyed, transferred, assigned and delivered unto Grantee, its successors and assigns, forever, subject, however, to all the terms, conditions and provisions of all instruments of record. Grantee acknowledges that it has accepted the transfer and conveyance made to it herein and has assumed the contractual obligations and encumbrances of Grantor with respect to the properties herein trans ferred and conveyed to Grantee, just as if Grantee had been named a party thereto In lieu of Grantor. DEED RECORDS VQL1845 731 wm.796 w1305 state or .^^1 COUNTY OF Before me, the undersigned authority, on this day personally appeared ^L. . the Gulf States Oil a ReJftningrCo., known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the ss$a.ime was the act of--the said - -r the ^..of Gulf States Oil & Reffiinniinngg" B60o..,. aAsM that he executed the,same as the act of such corporation for the purposes and consi- ^Seerra-at'ficoion therein expressed and in the capacity therein stated- !0M f`-UNDER MY HAND AND SEAL OF OFFICE^ this <U-1982. dsy of rTuF: : *< r. > .... '> i. Notary^Pubjif: in and for saidCounty and State STATE OF COUNTY OF ) ss. : FAYE JONES fetaiy Puttie, smxXTux MjrCommloion Expfcw Nmmeeraa 19S4 seivie nic, .V'iic uhuv^i appeared /3. /9- ity, on this day the of Koch Refining Company, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said /7. ^. the of Koch Refining Company, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed and in the capacity therein stated. a GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 1982. day of Qa Nottaarry JjHHiJbblliitrr'ini and for said County and State Vol'1845 lA.t 733 MU 796 WW1306 V011845 -.Ki 734 Miscellaneous Excluded Assets 1. All tangible assets located on the Refinery and owned by third parties or the Transferred Employees which shall include, but are not limited to, those items referred to in the following categories: a) All contractors', suppliers', or materialmen's equipment, tools, supplies or vehicles: b) All personal belongings of the Transferred Employees such as books, bric-a-brac, art work and calculators: c) Property owned by utilities, carriers and other service companies such as telephone equipment and supplies: d) Leased property, such as computer hardware, copiers and postage meters, 2. All software items, except those identified in Schedule 6, are not included in the sale of the Refinery, which excluded items are as follows: a) All accounting programs. 3. All rights Seller has or may have under the Department of Energy Entitlements program or any other enforcement proceeding which may inure to Seller's benefit. 4. All Trade Receivables, commercial or otherwise, as well as all letters of credit or guaranties of payment with respect to such trade receivables obtained by Seller's Corpus Christ! refinery prior to December 1, 1982. Exhibit "A* - urn 1796 ih1307 6. All cash in hand and in bank accounts as of December 1, 1982. 7. All insurance policles-and prepaid insurance. 8. All assets of every type and nature wherever located of Seller other than (i) those assets described in Schedules 1. 2, 3, 4, 5, 6 and 7 hereof and <ii) assets used primarily in the ordinary course of business of Seller's Corpus Christi Refinery unless such assets are expressly described in paragraph 2.3 of the Acquisition Agreement. 9. All assets, inventories, accounts and contract rights associated with Seller's other businesses including Seller's petroleum products trading business. 10. Miscellaneous Excluded Assets: TI KSR 820 Printer 80482111600 purchased 4/1/80 DT80/1L 15' Video Terminal 110157 purchased 2/11/82 TI KSR 820 Printer 40482120804 purchased 10/1/80. 11. Apartment No. 6, Marina Building Cj Marina Del Sol One Condominiums 12. Two drilling rigs located in Nueces County, Texas title to which are in Gulf States Drilling Company. 13. Logos, emblems, signs, trademarks and trade names and service marks associated with Seller (which Buyer shall permit Seller to remove within a reasonable time after the Effective Time of Closing to the extent practicable). __ .iHtenpw _ I - COUKTTtt NUUtS * 4ril H VMf rfimpid tom* fey mx tat mt 4*f mcmms. a He *> * u* uw tarn s> Cwb. w umwm Iwnoa iy M. M 05 W TT w 4! cs % c* FILED FOR RECORD Dec 3 i 13 PM *8 arm mctci cMmx DEED RECORDS YC1845 frs 735