exv10w13



 





EXHIBIT 10.13




ASSIGNMENT AND CONVEYANCE




     This Assignment and Conveyance (the “Assignment”) is made effective April 30, 2007 (the
“Effective Date”) by and between Cowtown Pipeline Partners L.P., a Texas limited partnership
(“Assignor”) and Cowtown Pipeline L.P., a Texas limited partnership (“Assignee”).



RECITALS




     WHEREAS, Assignor desires to assign, transfer and convey to Assignee and Assignee desires to
accept the transfer of those certain pipeline assets as described on Exhibit A which is attached
hereto and made a part hereof, including all rights, obligations, properties associated therewith
(the “Pipeline Laterals”).



     NOW THEREFORE, in consideration of TEN AND NO/100ths DOLLARS ($10.00), the mutual covenants
and agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor does hereby grant, bargain, sell, convey,
assign, transfer, set over, and deliver to Assignee, its successors and assigns, effective as of
the Effective Date, all of Assignor’s right, title and interest in, to and under, the Pipeline
Laterals.



     Subject to, but without limiting the foregoing, the Pipeline Laterals assigned and conveyed by
this Assignment include, without limitation, all interests of Assignor in and to the following to
the extent associated or related to the Pipeline Laterals, including the construction, ownership,
or operation thereof:




	 	(a)	 	equipment and tangible personal property;
	 
	 	(b)	 	rights and privileges in and to all agreements, contracts,
easements, rights-of-way, servitudes, licenses, and permits;
	 
	 	(c)	 	contracts, agreements, purchase orders and/or other records and
files;
	 
	 	(d)	 	claims and rights against third parties, including, without
limitation, all rights under manufacturers’ and vendors’ warranties;
	 
	 	(e)	 	permits, licenses, and other orders of any governmental,
including all environmental and safety records, documents, files and reports;
	 
	 	(f)	 	costs, expenses, losses, claims, damages, demands, suits,
causes of action, liabilities;
	 
	 	(g)	 	intangible property and assets, goodwill, going concern and
like items; and
	 
	 	(h)	 	prepaid expenses and prepaid taxes.




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     TO HAVE AND TO HOLD, said right, title and interest conveyed hereunder unto Assignee, its
successors and assigns, subject to the following terms and provisions:



     1. Assumption of Obligations. Assignee hereby assumes and agrees to perform all of
the terms, covenants and conditions of any agreement or contract entered into by Assignor in
connection with the Pipeline Laterals. With respect to the Pipeline Laterals, Assignee hereby
assumes and agrees to timely perform and discharge all duties and obligations of Assignor in
connection therewith. Assignor shall incur no liability from Assignee’s failure to perform and
discharge such duties and obligations in a timely manner. Assignee agrees to defend, indemnify,
and hold Assignor, its successors and assigns, harmless against any and all losses, claims,
damages, demands, suits, causes of action, and liability (including attorneys’ fees and costs of
investigation and defense associated therewith) relating to all such duties and obligations.



     2. Taxes. With respect to the Pipeline Laterals, Assignee shall be solely responsible
for any and all sales taxes which may be assessed by any taxing authority as a result of this
Assignment. Assignee shall hold Assignor harmless from all such taxes and any interest and
penalties thereon. All other taxes, and any other local, state, or federal taxes or assessments
attributable to the Pipeline Laterals, including any deductions, credits, and refunds pertaining
thereto, shall be apportioned between Assignor and Assignee as of the Effective Date, and Assignor
and Assignee shall each indemnify and hold the other free and harmless from and against any such
taxes as apportioned, including interest and penalties thereon.



     3. Indemnity. Assignee shall defend, indemnify and hold Assignor, its successors and
assigns, harmless against any and all costs, expenses, losses, claims, damages, demands, suits,
causes of action, liabilities, and assertions in any way related to the construction, operation and
business of the Pipeline Laterals.



     4. Limited Warranty. Assignor hereby warrants and agrees to defend its title to the
Pipeline Laterals as to acts done by, through or under Assignor, but no further. Assignee is hereby
substituted for and subrogated to all of the rights and actions of warranty which Assignor has or
may have against any predecessors in title.



     5. NO WARRANTIES ON PERSONAL PROPERTY. ASSIGNOR EXPRESSLY DISCLAIMS ANY WARRANTY AS
TO THE CONDITION OF ANY PERSONAL PROPERTY, FIXTURES, AND ITEMS OF MOVABLE PROPERTY OF ASSIGNOR
COMPRISING ANY PART OF THE PIPELINE LATERALS, INCLUDING (i) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii)
ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF
ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (v) ANY
CLAIM BY ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN. IT IS EXPRESSLY
UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL PROPERTY, FIXTURES, AND ITEMS OF MOVABLE PROPERTY ARE
OWNED BY ASSIGNOR AND HEREBY CONVEYED TO ASSIGNEE “AS IS, WHERE IS,” WITH ALL FAULTS AND LATENT
DEFECTS, AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR



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AND ASSIGNEE HAS MADE OR CAUSED TO BE MADE OR WAIVED INSPECTIONS THEREOF AS ASSIGNEE DEEMS
PRUDENT.



     6. Further Assurances. Assignor hereby agrees that concurrent with the
execution hereof, it will deliver to Assignee such other instruments of transfer, assignment, and
conveyance, in form satisfactory to Assignee and its counsel, as shall be necessary to convey to
Assignee good and marketable title in and to all of the Pipeline Laterals. Assignor hereby agrees
that, from time to time, at Assignee’s request and without further consideration, it will execute
and deliver to Assignee such other and further instruments of conveyance, assignment and transfer
and take such other action as Assignee may reasonably require to more effectively convey, transfer,
and assign to Assignee, and to put Assignee in possession of, the Pipeline Laterals.



     7. Inurement. All of the terms, provisions, covenants, and agreements herein
contained shall extend to and be binding upon the parties hereto, their respective successors and
assigns.



     8. Counterparts. This Assignment may be executed in multiple
counterparts, each of which shall be deemed an original for all purposes, and all of which when
taken together shall constitute a single counterpart instrument. Executed signature pages to any
counterpart instrument may be detached and affixed to a single counterpart, which single
counterpart with multiple executed signature pages affixed thereto shall constitute the original
counterpart instrument for all purposes hereunder and under the recording statutes. All of these
counterpart pages shall be read as though one and they shall have the same force and effect as if
all of the parties had executed a single signature page.



     9. Governing Law. This Assignment shall be governed by and construed in accordance
with the laws of the State of Texas applicable to agreements made and to be performed in such
jurisdiction, without giving effect to any conflicts of laws principles thereof.



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     IN WITNESS WHEREOF, this Assignment is executed as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	COWTOWN PIPELINE PARTNERS L.P.,

a Texas limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	COWTOWN PIPELINE L.P.,

a Texas limited partnership, its General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	COWTOWN PIPELINE MANAGEMENT, INC.,

a Texas corporation, its General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Philip Cook


	 	 	 	 	 	 	 	 	Name: Philip W. Cook

Title:   Senior Vice President — Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	COWTOWN PIPELINE L.P.,

a Texas limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	COWTOWN PIPELINE MANAGEMENT, INC.,

a Texas corporation, its General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ D. Wayne Blair
	 	 	 	 	 	 	
Name: D. Wayne Blair

Title:   Vice President, Controller and Chief Accounting Officer






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	STATE OF TEXAS

	 	§
	COUNTY OF TARRANT

	 	§






     The foregoing instrument was acknowledged before me on this 27th day of July, 2007,
by Philip W. Cook, Senior Vice President — Chief Financial Officer for COWTOWN PIPELINE
MANAGEMENT, INC., a Texas corporation.



	 	 	 	 	 
	 	 	 
	 	                                                          /s/ Deborah K. Shores
 	 
	 	                              , Notary Public in and 	 
	 	for the State of Texas

My Commission Expires:  June 14, 2010 	 
	 



	 	 	 
	STATE OF TEXAS

	 	§
	COUNTY OF TARRANT

	 	§






     The foregoing instrument was acknowledged before me on this 27th day of July, 2007,
by D. Wayne Blair, Senior Vice President, Controller and Chief Accounting Officer for COWTOWN
PIPELINE MANAGEMENT, INC., a Texas corporation.



	 	 	 	 	 
	 	 	 
	 	                                                          /s/ Deborah K. Shores
 	 
	 	                              , Notary Public in and 	 
	 	for the State of Texas

My Commission Expires:  June 14, 2010 	 
	 



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EXHIBIT A

TO THE ASSIGNMENT AND CONVEYANCE

FROM COWTOWN PIPELINE PARTNERS L.P.

TO COWTOWN PIPELINE L.P.




[See attached spreadsheet]





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Exhibit A




Cowtown Pipeline Partners LP



Consolidated Capital Additions
30-Apr-07




	 	 	 	 	 	 	 	 	 
	Properties	 	Status	 	In Service Date	 	System	 	County
	COWTOWN SYSTEM
	 	 	 	 	 	 	 	 
	ATMOS INTERCONNECT (36’)(42.1016.088)
	 	WIP, Residue line	 	—	 	 	 	Hood
	BARNEY GUMBLE #1H LATERAL(42.1016.072)
	 	In Service	 	12/25/06	 	 	 	Johnson
	CARL CARLSON 1H - 3H LATERAL(42.1016.105)
	 	WIP	 	—	 	 	 	Johnson
	CAUBLE #1H & #2H LATERAL(42.1016.083)
	 	In Service	 	02/10/07	 	Momentum	 	Hood
	DIZZY GILLESPIE #1H LATERAL(42.1016.074)
	 	In Service	 	03/13/07	 	 	 	Somervell
	ELLA #1H - 2H - 3H LATERAL(42.1016.075)
	 	In Service	 	04/13/07	 	 	 	Somervell
	ETC TO 20’ N. MAINLINE INTERCO(42.1016.051)
	 	In Service	 	08/03/06	 	 	 	Hood
	HILL COUNTY LATERAL(42.1016.029)
	 	In Service	 	08/09/06	 	 	 	Johnson
	MARSALIS #1H LATERAL(42.1016.076)
	 	In Service	 	04/02/07	 	 	 	Somervell
	MARVEL GIRL LATERAL(42.1016.103)
	 	In Service	 	04/17/07	 	Lone Star	 	Bosque
	MILES DAVIS #1H LATERAL(42.1016.077)
	 	In Service	 	02/05/07	 	 	 	Somervell
	MOCKINGBIRD LATERAL(42.1016.102)
	 	WIP	 	—	 	 	 	Erath
	MOE LATERAL(42.1016.034)
	 	In Service	 	06/16/06	 	Louis Dreyfus	 	Bosque
	MOE SZYSLAK LATERAL(42.1016.044)
	 	In Service	 	02/08/07	 	 	 	Johnson
	MOMENTUM INTERCONNECT HAYWORTH(42.1016.110)
	 	WIP	 	—	 	 	 	Hood
	MUTTLEY 1H LATERAL(42.1016.060)
	 	WIP	 	—	 	 	 	Somervell
	NW MAINLINE TO HAYWIRE(42.1016.101)
	 	WIP	 	—	 	 	 	Hood
	P100A NGL LATERAL TO L DREYFUS(42.1016.089)
	 	In Service	 	04/05/07	 	 	 	Johnson
	ROSIE 1H - 2H LATERAL(42.1016.106)
	 	WIP	 	—	 	 	 	Somervell
	SATCHMO AND APU LATERAL(42.1016.038)
	 	WIP	 	—	 	 	 	Hood
	SOUTHWEST JOHNSON COUNTY LATER(42.1016.028)
	 	In Service	 	08/14/06	 	 	 	Johnson
	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	HILL COUNTY SYSTEM
	 	 	 	 	 	 	 	 
	BILL THE CAT LATERAL(42.1016.058)
	 	WIP	 	—	 	ETC	 	Hill
	CLETUS 1H LATERAL(42.1016.047)
	 	In Service	 	10/19/06	 	JW Gathering	 	Hill
	OPUS 2H LATERAL(42.1016.093)
	 	WIP	 	—	 	JW Gathering	 	Hill
	SIDESHOW BOB #1H LATERAL(42.1016.085)
	 	In Service	 	12/22/06	 	JW Gathering	 	Hill
	ETC 42’ PIPELINE IN HILL COUNT(42.1016.123)
	 	WIP	 	—	 	—	 	Hill
	HILL COUNTY COMPRESSOR & ETC(42.1016.141)
	 	WIP	 	—	 	—	 	Hill
	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	LAKE ARLINGTON SYSTEM
	 	 	 	 	 	 	 	 
	20’ LAKE ARLINGTON MAINLINE(42.1085.001)
	 	WIP	 	 	 	 	 	Tarrant
	820 MARTIN DEV 1H - 2H LATERAL(42.1085.006)
	 	WIP	 	 	 	 	 	Tarrant
	BOSWELL 1H - 9H LATERAL(42.1085.004)
	 	WIP	 	 	 	 	 	Tarrant
	CITY ARLINGTON 1H-4H LATERAL(42.1085.003)
	 	WIP	 	 	 	 	 	Tarrant
	ET FUEL FACILITY(42.1085.005)
	 	WIP	 	 	 	 	 	Tarrant
	EXELON 1H - 5H LATERAL(42.1085.008)
	 	WIP	 	 	 	 	 	Tarrant
	LAKE ARLINGTON COMPRESSOR STAT(42.1085.002)
	 	WIP	 	 	 	 	 	Tarrant
	OLCOTT 1H - 4H LATERAL(42.1085.009)
	 	WIP	 	 	 	 	 	Tarrant
	PHILLIP TREW 1H LATERAL(42.1085.007)
	 	WIP	 	 	 	 	 	Tarrant