Please review.  Note that on the attached letter, we will remove the rep. concernig the "presence" of hazardous materials".  According the Kyle, there may have been such material stored in the warehouse.  Kyle,  Please review the letter and let me know if you see any problems.

 -----Original Message-----
From: 	"P. Keith Daigle" <pkdaigle@neosoft.com>@ENRON  
Sent:	Saturday, October 13, 2001 1:50 PM
To:	Nemec, Gerald
Subject:	Sale of Napoleonville, LA  property  our file ENR-02

Gerald:

I am attaching the following documents for your review:

1).  Purchase and  Sale Agreement,

2)  Draft of the body of a letter from LRCI to the Police Jury

I have revised the Purchase and Sale Agreement to add the language to
the suggested by Kim Torres (in ? 4) and to add Louisiana Resources,
Inc. and Louisiana Resources, L.P. as intervenors in the Cash Sale to
quitclaim the property to the Police Jury to solve the title problem.

Please contact me upon receipt to discuss and to fill in the blanks.

Keith

PURCHASE AND SALE AGREEMENT


	This Purchase and Sale Agreement (together with all Exhibits hereto and made a part hereof, this "Agreement") is entered into effective the ___ day of __________, 2001 (the "Effective Date") by Louisiana Resources Pipeline Co., Inc., a _________________________ corporation, having its principal place of business at ___________________________________ appearing herein through its duly appointed attorney-in-fact whose power of attorney has not been revoked or rescinded, as "Seller"; and The Police Jury for the Parish of Assumption, Louisiana, acting through its duly authorized President, Martin S. Triche, pursuant to Resolution No. _________ of the Assumption Parish Police Jury dated __________, 2001, as "Buyer", each a "Party" and together, the "Parties."

	Whereas, Seller is the owner of the following described property located in Section 66, Township 13 South, Range 14 East, Assumption Parish, Louisiana:

	Commencing at a corner common to the Northwest corner of Robin Street and the Northeast corner of property now or formerly owned by Clifton Naquin, proceed N 38  03' 43" E a distance along the Western right of way line of Robin Street a distance of 49.26', thence along the same course a distance of 227.81' to a point, thence N 51  58' 32" W, a distance of 260.32', thence along the rear property line a distance of 277.44' to a point, thence along the South property line a distance or 260.02'to the point of beginning, containing 2.269 acres, more or less, as further depicted on the Survey Plat showing a 5.081 Acre Tract of Land Belonging to Louisiana Resources Co., dated February 22, 1999, prepared by Harold J. Terracina, R.E., a copy of which is attached as Exhibit "A", and incorporated herein for all purposes, together with all improvements located thereon and all appurtenances thereto, which property is hereinafter referred to as the "Subject Property."  The improvements located on the Subject Property bear Municipal Address 119 Robin Street, Napoleonville, Louisiana, 70390.

Whereas, Seller is desirous of selling, and Buyer is desirous of purchasing, one hundred percent of Seller's interest in the Subject Property.

	Now Therefore, in consideration of the purchase price to be paid by Buyer to Seller and the mutual agreements contained herein, the Parties hereto acknowledge and agree as follows:

	1.	Description of Property.  Seller agrees to sell and Buyer agrees to purchase all of Seller's right, title and interest in the Subject Property. The actual sale of the Subject Property shall be by Cash Sale, containing special warranties, substantially in the form of Exhibit "B", attached hereto and incorporated herein for all purposes.

	2.	Purchase Price.  The purchase price for the Subject Property to be paid by Buyer to Seller for the Subject Property shall be One Hundred Thousand Dollars ($100,000.00) in cash due and payable by cashier's check made payable to Seller and delivered to Seller contemporaneously with the receipt by Buyer of the Cash Sale executed by Seller and vesting all of Seller's ownership interest in and to the Subject Property in Buyer.

	3.	Not an Option.  This is not an option, but it is an executory contract to buy and sell and it shall be so construed in all respects.  No Party may withdraw from this Agreement all Parties grant unto each other and reserve unto themselves the absolute right to demand specific performance of this Agreement.

	4.	Warranties by Seller.  Seller's interest in and to the Subject Property is and will be transferred to and accepted by Buyer "AS IS, WHERE IS" AND IN ITS PRESENT CONDITION AND STATE OF REPAIR.  BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE CONDITION OR QUALITY OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, AND ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS. BUYER HAS INSPECTED THE SUBJECT PROPERTY AND HAS SATISFIED ITSELF AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES.  BUYER EXPRESSLY WAIVES ALL CLAIMS TO ANY AND ALL REDHIBITORY DEFECTS AND/OR VICES AND ALL CLAIMS BASED ON THE FITNESS OF THE SUBJECT PROPERTY FOR ANY INTENDED PURPOSE.   BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE SUBJECT PROPERTY AND BUYER SHALL ACCEPT ALL OF THE SAME IN AN "AS IS, WHERE IS" CONDITION.  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS PURCHASE AND SALE AGREEMENT AS TO THE SUBJECT PROPERTY.

	Seller warrants that it is the record title owner of the Subject Property, and warrants that it has good and merchantable title, free and clear of any and all liens or encumbrances, and agrees to indemnify and hold harmless Buyer from and against all claims asserted by parties asserting adverse title, liens or encumbrances.

	Seller warrants that it is a corporation in good standing under the laws of the State of ______________ and that the person executing this Agreement and the Act of Cash Sale pursuant hereto on behalf of the Seller has valid and binding authority to do so.

	5.		INDEMNITIES.   BUYER SHALL INDEMNIFY, DEFEND, REIMBURSE AND HOLD SELLER, ITS PARENT AND AFFILIATES AND SUBSIDIARIES (THE "SELLER GROUP") FREE AND HARMLESS FROM ANY COSTS, CLAIMS, DAMAGES (WHETHER ON ACCOUNT OF PERSONAL INJURY OR DEATH OR ON ACCOUNT OR PROPERTY DAMAGE) OR CAUSES OF ACTION AND LOSSES OF WHATSOEVER NATURE (INCLUDING ATTORNEY'S FEES AND COURT COSTS) ARISING OUT OF, OR IN CONNECTION WITH OR IN ANY WAY ATTRIBUTABLE TO THE OWNERSHIP OF THE SUBJECT PROPERTY, ON OR AFTER THE CLOSING DATE, EXCEPT TO THE EXTENT SUCH COSTS, CLAIMS, DAMAGES, CAUSES OF ACTION OR LOSSES ARE DUE TO SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

	6.		Proration of Taxes.    All property, ad valorem and similar taxes applicable to the Subject Property shall be prorated as of the Effective Date between Seller and Buyer. Such proration shall be final and shall not be the subject of adjustment after the final bills are rendered.  Buyer shall be responsible for all taxes, except income taxes of Seller, and prepare all tax filings, in respect to the Subject Property that are required to be paid or filed after the Effective Date.  To the extent that any such taxes filed and paid by Buyer are prorated hereunder, Seller shall promptly pay, upon of receipt of an invoice therefor from Buyer, its pro rata share of same.  All taxes, except Seller's income taxes, occasioned by reason of this sale, whether real, personal or mixed, shall be borne and paid solely by Buyer.  If, for the current ad valorem tax year, the taxable value of the Subject Property that is the subject of this Agreement is determined by a special appraisal method that allows for appraisal of the property at less than market value, the person to whom the property is transferred may not be allowed to qualify the Subject Property for that special appraisal in a subsequent tax year and the Subject Property may then be appraised at its full market value.  In addition, the transfer of the Subject Property or a subsequent change in the use of the property may result in the imposition of an additional tax plus interest as a penalty for the transfer of the change in the use of the land. Buyer acknowledges that there shall be no proration for, and Buyer shall be responsible for, payment of any "roll back" taxes or any other redetermination of property taxes assessed or relating to the year of the closing and years preceding the year of closing due or based upon any change in the use of the Subject Property at and after the closing hereunder.

7.		Disputes.   Any dispute relating to this Agreement shall be resolved by binding, self-administered arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and all such proceedings shall be subject to the Federal Arbitration Act.  A single arbitrator shall be selected under the expedited rules of the AAA.  Only damages allowed pursuant to this Agreement may be awarded and the arbitrator shall have no authority to award consequential, treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be available under Louisiana law. The arbitrator shall have the power to award the remedy of specific performance. The results of such arbitration shall be conclusive and binding, provided, however, that both Parties shall have the right to apply to a court of competent jurisdiction for such equitable relief as is necessary to preserve and enforce their rights under this Agreement.  Notwithstanding any of the foregoing provisions, either Party may join the other Party to any action, suit or proceeding with respect to which the Party seeking such joinder is a defendant, if the other Party is required to defend, indemnify, and hold harmless such defendant in accordance with the terms of the provisions hereof.   Judgment upon the award rendered by the arbitrator may be entered in any court having a jurisdiction hereof.

8.		Entirety and Severability.  This Agreement constitutes the entire agreement of the Parties related to the purchase and sale of the Subject Property.  There are no prior or contemporaneous agreements or representations (whether oral or written) affecting the Subject Property other than those herein expressed.  In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been herein contained.

9.		Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA AND FEDERAL LAW AS SET FORTH IN PARAGRAPH 7 ABOVE.

10.		Successors and Assigns.  This Agreement, and all of the terms and provisions hereof, shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective successors and assigns.

11.	Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and need not be signed by more than one of the Parties and all of which shall constitute one and the same agreement.

	12.	Further Assurances.  Each Party agrees that it will promptly perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the intent and purposes of this Agreement.

	13.	Attorney's Fees.  In the event of the commencement of an arbitration proceeding or a breach of any of the provisions contained herein by either Party, the prevailing Party shall be entitled to collect from the other Party, as part of its damages for said breach, reasonable attorneys' fees associated with enforcing or defending any provision hereof.

	14.	Amendments. This Agreement may be modified or amended only in writing signed by both Parties which expressly refers to this Agreement and states an intention to modify or amend it.  No such amendment or modification shall be effected by use of any purchase order, acknowledgment, invoice or other form of either Party and in the event of conflict between the terms of this Agreement and any such form, the terms of this Agreement shall control.

	15.	Waiver.  A waiver by either Party of a breach of any of the terms of this Agreement by the other Party shall not be deemed a waiver of any subsequent breach of the terms of this Agreement.  The failure of any Party to insist upon strict performance of any provisions of this Agreement or to exercise any right under it shall not constitute a waiver of that provision.

	16.	Termination.  This Agreement shall expire and shall be of no further force or effect Ninety (90) days from the Effective Date unless prior to such time the Parties have entered into an act of Cash Sale transferring the Subject Property from the Seller to the Buyer.

	Each Party does hereby execute this Agreement as of the ________ day of ______, 2001.

Witnesses:					Louisiana Resources Pipeline Co., Inc.

________________________		By: _________________________							       _________________________
________________________		         Attorney-in-Fact


					 	The Police Jury of Assumption Parish Louisiana

________________________		By: _________________________
							Martin S. Triche, President

________________________


EXHIBIT "A"




EXHIBIT "B"
NOT FOR EXECUTION   EXHIBIT AS TO FORM ONLY


State of Louisiana
Parish of Assumption
ACT OF CASH SALE

	Be it Known, that on this ____ day of ________, 2001 before me, _____________________________, Notary Public, duly commissioned and qualified  within the jurisdiction indicated, and in the presence of the undersigned witnesses, personally came and appeared:

	Louisiana Resources Pipeline Co., Inc., Tax I.D. No._________________a _________________________ corporation, having its principal place of business at ___________________________________ appearing herein through its duly appointed attorney-in-fact whose power of attorney has not been revoked or rescinded, hereafter referred to as "SELLER";

	LRCI, Inc., Tax I.D. No.________________a _________________________ corporation, having its principal place of business at ___________________________________ appearing herein through its duly appointed attorney-in-fact whose power of attorney has not been revoked or rescinded, hereafter referred to as "INTERVENOR NO. 1"; and,

	Louisiana Resources Pipeline Co., L.P., Tax I.D. No.________________a _______________ limited partnership having its principal place of business at ___________________________________ appearing herein through its duly appointed attorney-in-fact whose power of attorney has not been revoked or rescinded, hereafter referred to as "INTERVENOR NO. 2";

who declared that for the price of One Hundred Thousand ($100,000.00) DOLLARS cash, receipt of which is acknowledged, SELLER hereby sells and delivers without any warranty of title whatsoever except for the acts of the SELLER, but with full subrogation to all rights and actions of warranty SELLER may have, unto:

	The Police Jury for the Parish of Assumption, Louisiana, Tax Identification Number _______________________, acting through its duly authorized President, Martin S Triche, pursuant to Resolution No. _________ of the Assumption Parish Police Jury dated __________, 2001, and whose present mailing address is _____________________, Napoleonville, LA, __________, hereafter referred to as "PURCHASER";

the following described property, with all its component parts, including all rights, ways, privileges, servitudes and appurtenances thereto belonging, the possession of which PURCHASER acknowledges:

	Section 66, Township 13 South, Range 14 East, Assumption Parish, Louisiana:

		Commencing at a corner common to the Northwest corner of Robin Street and the Northeast corner of property now or formerly owned by Clifton Naquin, proceed N 38  03' 43" E a distance along the Western right of way line of Robin Street a distance of 49.26', thence along the same course a distance of 227.81' to a point, thence N 51  58' 32" W, a distance of 260.32', thence along the rear property line a distance of 277.44' to a point, thence along the South property line a distance or 260.02'to the point of beginning, containing 2.269 acres, more or less, as further depicted on the Survey Plat showing a 5.081 Acre Tract of Land Belonging to Louisiana Resources Co., dated February 22, 1999, prepared by Harold J. Terracina, R.E., a copy of which is attached as Exhibit "A", and incorporated herein for all purposes, together with all improvements located thereon and all appurtenances thereto. The improvements located on the Subject Property bear Municipal Address 119 Robin Street, Napoleonville, Louisiana, 70390.

	This Sale is made pursuant and subject to all of the provisions of that certain Purchase and Sale Agreement dated effective as of _____________________, 2001, by and between PURCHASER and SELLER, and the delivery of this Act of Cash Sale shall not affect, enlarge, diminish or otherwise impair any of the warranties, representations, disclaimers or covenants made in the Purchase and Sale Agreement and all of such warranties, representations, disclaimers and covenants shall survive the delivery of this Act of Cash Sale to the extent, and in the manner, set forth in the Purchase and Sale Agreement.

Taxes for the current year will be prorated.

All parties signing the within instrument have declared themselves to be of full legal capacity and have declared that the name, marital status, domicile and address of each is correct as set forth above.

All agreements and stipulations herein and all the obligations assumed herein shall inure to the benefit of and be binding upon the heirs, successors and assigns of the respective parties, and the PURCHASER, PURCHASER's heirs and assigns shall have and hold the described property in full ownership forever.

This conveyance is made and accepted, SUBJECT TO, any and all covenants, conditions, restrictions, easements, and/or reservations which may appear of record in the public records of Assumption Parish, Louisiana, affecting the Subject Property. Appearers recognize that, except to the extent separately certified in writing, no title examination of said property has been performed by the undersigned Notary(s), and said parties release the undersigned Notary(s), from all liability therefor.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and need not be signed by more than one of the Parties and all of which shall constitute one and the same agreement.

INTERVENOR NO. 1 and INTERVENOR NO. 2, declare that they are appearing herein solely for the purpose of ratifying and agreeing to the sale of by SELLER to PURCHASER of the property described herein, and further that they transfer, set over, and quitclaim to the SELLER any rights they may have, if any, in and to the property described herein, without any warranty whatsoever.

	Thus Done and Passed in the presence of the undersigned competent witnesses, who sign with Appearers and the undersigned Notary(s), after due reading of the whole.

 Witnesses:				Seller:

_____________________		Louisiana Resources Pipeline Co., Inc.

					By: _________________________					                _________________________
                                             	         Attorney-in-Fact

_____________________		Intervenor No. 1

					LRCI, Inc.

					By: _________________________					                _________________________
                                             	         Attorney-in-Fact

					Intervenor No. 2:

					Louisiana Resources Pipeline Co., L.P.


					By: _________________________					                _________________________
                                             	         Attorney-in-Fact


	__________________________________
	NOTARY PUBLIC, in and for the
	 County of _____________, Texas
	My commission expires, ______________



Witnesses:		Buyer:

_____________________		Police Jury, Assumption Parish Louisiana

		By:__________________________
                                                	Martin S. Triche, President_____________________

	__________________________________
	NOTARY PUBLIC, in and for the
	Parish of Assumption, Louisiana
	                  My commission expires, ______________


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