Execution Version
CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT
THIS
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated December
22,
2006, but effective as of December 1, 2006, is entered into by and
among QUEST
MIDSTREAM PARTNERS, L.P., a Delaware limited partnership ("MLP"),
QUEST
CHEROKEE, LLC, a Delaware limited liability company ("QCLLC"),
QUEST MIDSTREAM
GP, LLC, a Delaware limited liability company ("GP"), QUEST
RESOURCE
CORPORATION, a Nevada corporation ("QRC"), BLUESTEM PIPELINE, LLC,
a Delaware
limited liability company ("Opco"), STP CHEROKEE, LLC, an Oklahoma
limited
liability company ("STP LLC"), QUEST OIL & GAS, LLC, a Kansas
limited liability
company ("QO&G LLC"), QUEST ENERGY SERVICE, LLC, a Kansas
limited liability
company ("QES LLC"), PONDEROSA GAS PIPELINE COMPANY, LLC, a Kansas
limited
liability company ("Ponderosa LLC"), PRODUCERS SERVICE, LLC, a
Kansas limited
liability company ("Producers LLC") and J-W GAS GATHERING, LLC, a
Kansas limited
liability company ("J-W"). The parties to this agreement are
collectively
referred to herein as the "Parties." Capitalized terms used herein
shall have
the meanings assigned to such terms in Section 1.1.
RECITALS
A.
QRC and GP have formed MLP, pursuant to the Delaware Revised
Uniform
Limited Partnership Act (the "Delaware LP Act"), for the purpose of
engaging in
any business activity that is approved by GP and that lawfully may
be conducted
by a limited partnership organized pursuant to the Delaware LP
Act.
B.
In order to accomplish the objectives and purposes in the
preceding
recital, the following actions have been taken prior to the date
hereof:
1.
QRC formed GP,
under the terms of the Delaware Limited Liability
Company Act, and contributed $1,000 in exchange for all of the
member
interests in GP.
2.
QRC and GP
formed MLP, under the terms of the Delaware LP Act, to
which QRC contributed $980 in exchange for a 98% limited
partner
interest in MLP (the "QRC Initial MLP Interest"), and GP
contributed
$20 in exchange for a 2% general partner interest in MLP.
3. STP Cherokee, Inc., an
Oklahoma corporation ("STP"), converted to STP
LLC under Oklahoma law.
4.
Quest Oil &
Gas Corporation, a Kansas corporation ("QO&G"), merged
with and into QO&G LLC under Kansas law.
5.
Quest Energy
Service, Inc., a Kansas corporation ("QES"), merged with
and into QES LLC under Kansas law.
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6.
Ponderosa Gas
Pipeline Company, Inc., a Kansas corporation
("Ponderosa"), merged with and into Ponderosa LLC under Kansas
law.
7.
Producers
Service Incorporated, a Kansas corporation ("Producers"),
merged with and into Producers LLC under Kansas law.
C.
Concurrently with the consummation of the transactions
contemplated
hereby, each of the following matters shall occur:
1.
QCLLC will
contribute its Midstream Assets (as defined below) to Opco
as a capital contribution.
2.
Opco will
distribute the Water Lines (as defined below) to QCLLC.
3.
QCLLC will
distribute all of its member interests in Opco pro rata to
STP LLC, QO&G LLC, QES LLC, Ponderosa LLC , Producers LLC and
J-W.
4.
J-W will
distribute all of its interest in Opco to Producers LLC.
5.
Producers LLC
will distribute all of its interest in Opco to Ponderosa
LLC.
6.
STP LLC,
QO&G LLC, QES LLC and Ponderosa LLC each will distribute
all
of their respective interests in Opco to QRC.
7.
Opco will assume
certain debt and trade payables in accordance with
Article 4 hereto.
8.
QRC will
contribute to GP a 2.64% interest in Opco (the "Interest") as
an additional capital contribution.
9.
GP will
contribute the Interest to MLP in exchange for (1) a
continuation of its 2% general partner interest (which is equal
to
200,000 General Partner Units) in the MLP and (2) the IDRs in the
MLP.
10.
QRC will contribute to
MLP its remaining 97.36% interest in Opco in
exchange for (1) 35,134 Class A Subordinated Units in the MLP, and
(2)
4,900,000 Class B Subordinated Units in the MLP.
11.
Alerian Opportunity
Partners IV, LP will contribute $35,000,002 to the
MLP in exchange for 1,891,892 Common Units of the MLP and $75 to
the
GP in exchange for 75 units in the GP in the Offering.
12.
The Cushing MLP
Opportunity Fund I, LP will contribute $19,352,507 to
the MLP in exchange for 1,046,622 Common Units of the MLP and $30
to
the GP in exchange for 30 units in the GP in the Offering.
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13.
Swank MLP Convergence
Fund, LP will contribute $10,637,500 to the MLP
in exchange for 575,000 Common Units of MLP and $30 to the GP
in
exchange for 30 units in the GP in the Offering.
14.
The Cushing GP
Strategies Fund, LP will contribute $10 to the GP in
exchange for 10 units in the GP in the Offering.
15.
Swank Investment
Partners, LP will contribute $5 to the GP in exchange
for 5 units in the GP in the Offering.
16.
Tortoise Capital
Resources Corporation will contribute $17,500,001 to
the MLP in exchange for 945,946 Common Units of MLP in the
Offering.
17.
Huizenga Opportunity
Partners, LP will contribute $3,999,996 to the
MLP in exchange for 216,216 Common Units of MLP in the
Offering.
18.
HCM Energy Holdings,
LLC will contribute $3,500,015 to the MLP in
exchange for 189,190 Common Units of MLP in the Offering.
19.
The proceeds from the
Offering will be used to (i) repay the Opco
Revolver Debt, (ii) repay the Assumed Liabilities, (iii) pay
transaction expenses related to the transactions contemplated by
this
Agreement and the Offering; and (iv) make a distribution to QRC
as
reimbursement of capital expenditures incurred in connection with
the
construction of Opco's natural gas gathering pipeline network.
20.
The agreements of
limited partnership and the limited liability
company agreements of the aforementioned entities will be amended
and
restated to the extent necessary to reflect the applicable matters
set
forth above and as contained in this Agreement.
NOW,
THEREFORE, in consideration of their mutual undertakings and
agreements hereunder, the Parties undertake and agree as
follows:
ARTICLE 1
DEFINITIONS
Section 1.1 The following capitalized terms shall have the meanings
given
below.
(a)
"Acquisition" means
consummation of the transactions contemplated by
the terms of this Agreement.
(b)
"Agreement" means this
Contribution, Conveyance and Assumption
Agreement.
(c)
"Approved Working
Capital Facility" has the same meaning assigned to
such term in the Partnership Agreement.
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(d)
"Assumed Liabilities"
means those certain trade payables of QCLLC
listed on Exhibit A attached hereto, which were incurred in
connection
with the construction or operations of Opco's natural gas
gathering
pipeline network.
(e)
"Class A Subordinated
Unit" has the same meaning assigned to such term
in the Partnership Agreement.
(f)
"Class B Subordinated
Unit" has the same meaning assigned to such term
in the Partnership Agreement.
(g)
"Common Unit" has the
meaning assigned to such term in the Partnership
Agreement.
(h)
"Effective Time" means
12:01 a.m. central time on December 1, 2006.
(i)
"GP" has the meaning
assigned to such term in the opening paragraph of
this Agreement.
(j)
"General Partner
Units" has the meaning assigned to such term in the
Partnership Agreement.
(k)
"IDRs" means
"Incentive Distribution Rights" as such term is defined
in the Partnership Agreement.
(l)
"Midstream Assets"
means all of the meters and flow lines owned by
QCLLC as of the date hereof.
(m)
"MLP" has the meaning
assigned to such term in the opening paragraph
of this Agreement.
(n)
"Offering" means the
private offering by the MLP of Common Units to
the Private
Placement Buyers.
(o)
"Omnibus Agreement"
means that certain Omnibus Agreement of even date
herewith, among QRC, GP, Opco and MLP.
(p)
"Qpco Assumed
Liabilities" means any and all liabilities and
obligations arising out of or related to the construction,
ownership
or operation of the Midstream Assets, to the extent arising or
accruing on and after the Effective Time, whether known or
unknown,
accrued or contingent, and whether or not reflected on the books
and
records of QCLLC.
(q)
"Opco Revolver Debt"
means $40 million of outstanding indebtedness
under that certain Amended and Restated Senior Credit Agreement
dated
as of February 7, 2006, as amended on the date hereof, by and
among
QRC, QCLLC, Opco, the financial institutions from time to time
parties
thereto and Guggenheim Corporate Funding, LLC, as
administrative
agent.
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(r)
"Partnership
Agreement" means the Amended and Restated Agreement of
Limited Partnership of Quest Midstream Partners, L.P. dated as of
the
date hereof.
(s)
"Partnership Group"
has the same meaning assigned to such term in the
Partnership Agreement.
(t)
"Private Placement
Buyers" means Alerian Opportunity Partners IV,
L.P., Swank MLP Convergence Fund, LP, The Cushing MLP Opportunity
Fund
I, LP, The Cushing GP Strategies Fund, LP, Swank Investment
Partnership, LP, Tortoise Capital Resources Corporation,
Huizenga
Opportunity Partners, LP and HCM Energy Holdings, LLC.
(u)
"QCLLC Assumed
Liabilities" means any and all liabilities and
obligations arising out of or related to the construction,
ownership
or operation of the Water Lines, to the extent arising or accruing
on
and after the Effective Time, whether known or unknown, accrued
or
contingent, and whether or not reflected on the books and records
of
Opco.
(v)
"Water Lines" means
all of the salt water disposal lines owned by Opco
as of the date hereof.
ARTICLE 2
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
Section 2.1 Conversion of STP to STP LLC. The Parties acknowledge
that STP
has adopted articles of conversion in the form attached hereto as
Exhibit B and
pursuant thereto has converted to STP LLC, an Oklahoma limited
liability
company, having QRC as its sole member.
Section 2.2 Merger of QO&G with and into QO&G LLC. The
Parties acknowledge
that QO&G merged with and into QO&G LLC pursuant to a
certificate of merger in
the form attached hereto as Exhibit C and pursuant thereto the
surviving entity
will be QO&G LLC, a Kansas limited liability company, having
QRC as its sole
member.
Section 2.3 Merger of QES with and into QES LLC. The Parties
acknowledge
that QES merged with and into QES LLC pursuant to a certificate of
merger in the
form attached hereto as Exhibit D and pursuant thereto the
surviving entity will
be QES LLC, a Kansas limited liability company, having QRC as its
sole member.
Section 2.4 Merger of Ponderosa with and into Ponderosa LLC. The
Parties
acknowledge that Ponderosa merged with and into Ponderosa LLC
pursuant to a
certificate of merger in the form attached hereto as Exhibit E and
pursuant
thereto the surviving entity will be Ponderosa LLC, a Kansas
limited liability
company, having QRC as its sole member.
Section 2.5 Merger of Producers with and into Producers LLC. The
Parties
acknowledge that Producers merged with and into Producers LLC
pursuant to a
certificate of merger in the form attached hereto as Exhibit F and
pursuant
thereto the surviving entity will be Producers LLC, a Kansas
limited liability
company, having Ponderosa LLC as its sole member.
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Section 2.6 Contribution of Midstream Assets from QCLLC to Opco.
QCLLC
hereby contributes, grants, bargains, conveys, assigns, transfers,
sets over and
delivers to Opco, its successors and assigns, for its and their use
forever, all
right, title and interest in and to all of the Midstream Assets,
and Opco hereby
accepts such Midstream Assets.
Section 2.7 Distribution of Water Lines from Opco to QCLLC. Opco
hereby
distributes, grants, bargains, conveys, assigns, transfers, sets
over and
delivers to QCLLC, its successors and assigns, for its and their
use forever,
all right, title and interest in and to all of the Water Lines, and
QCLLC hereby
accepts such Water Lines.
Section 2.8 Distribution of Opco Interests by QCLLC to STP LLC,
QO&G LLC,
QES LLC, Ponderosa LLC, Producers LLC and J-W. QCLLC hereby
distributes, grants,
bargains, conveys, assigns, transfers, sets over and delivers, on a
pro rata
basis, to each of STP LLC, QO&G LLC, QES LLC, Ponderosa LLC,
Producers LLC and
J-W, its successors and assigns, for its and their use forever, all
right, title
and interest in and to all of its member interests in Opco, and
each of STP LLC,
QO&G LLC, QES LLC, Ponderosa LLC, Producers LLC and J-W hereby
accepts such Opco
member interests in the amount of 3,726; 4,790; 196; 335; 71 and
882 units,
respectively, representing 100% of the member interests in
Opco.
Section 2.9 Distribution of Opco Interest by J-W to Producers LLC.
J-W
hereby distributes, grants, bargains, conveys, assigns, transfers,
sets over and
delivers to Producers LLC, its successors and assigns, for its and
their use
forever, all right, title and interest in and to its 882 units in
Opco, and
Producers LLC hereby accepts such 882 units in Opco.
Section 2.10 Distribution of Opco Interest by Producers LLC to
Ponderosa
LLC. Producers LLC hereby distributes, grants, bargains, conveys,
assigns,
transfers, sets over and delivers to Ponderosa LLC, its successors
and assigns,
for its and their use forever, all right, title and interest in and
to its 953
units in Opco, including the units received from J-W, and Ponderosa
LLC hereby
accepts such 953 units in Opco.
Section 2.11 Distribution of Opco Interests by STP LLC, QO&G
LLC, QES LLC
and Ponderosa LLC to QRC. Each of STP LLC, QO&G LLC, QES LLC
and Ponderosa LLC
hereby distributes, grants, bargains, conveys, assigns, transfers,
sets over and
delivers to QRC, its successors and assigns, for its and their use
forever, all
right, title and interest in and to its 3,726; 4,790; 196; and
1,288 units,
respectively, in Opco, and QRC hereby accepts such 3,726; 4,790;
196; and 1,288
units, respectively, which in the aggregate represent 100% of the
Opco member
interests.
Section 2.12 Acknowledgment of Opco Debt. Opco is a co-obligor of
the Opco
Revolver Debt, which debt will be retired pursuant to Section
3.1.
Section
2.13 Contribution by QRC of Opco Interest to GP. QRC hereby
contributes grants, bargains, conveys, assigns, transfers, sets
over and
delivers to GP, its successors and assigns, for its and their use
forever,
all right, title and interest in and to the Interest, and GP hereby
accepts
the Interest.
Section 2.14 Contribution of Opco Interest by GP to MLP. GP hereby
grants,
contributes, bargains, conveys, assigns, transfers, sets over and
delivers to
MLP, its successors and assigns, for its and their own use forever,
all right,
title and interest in and to the Interest, as a
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capital contribution, in exchange for (a) 200,000 General Partner
Units in MLP
and (b) the issuance of the IDRs, and MLP hereby accepts the
Interest as a
contribution to the capital of MLP.
Section 2.15 Contribution by QRC of Remaining Opco Interest to MLP.
QRC
hereby contributes, grants, bargains, conveys, assigns, transfers,
sets over and
delivers to MLP, its successors and assigns, for its and their use
forever, all
right, title and interest in and to its member interests in Opco,
as a capital
contribution, in exchange for (a) 35,134 Class A Subordinated Units
representing
an approximate 0.35% interest in MLP, (b) 4,900,000 Class B
Subordinated Units
representing an approximate 49% interest in MLP, and (c) the right
to receive
$38,807,877 to reimburse QRC for certain capital expenditures
associated with
the construction of Opco's pipeline (the "Capital Expenditure
Reimbursement"),
and MLP hereby accepts such Opco member interests as a contribution
to the
capital of MLP.
Section 2.16 Private Placement Cash Contribution. The Parties
acknowledge a
capital contribution by the Private Placement Buyers (as defined
above) to MLP
of approximately $90 million in cash in exchange for 4,864,865
Common Units,
representing an approximate 48.6% interest in MLP.
Section 2.17 Payment of Transaction Costs. The Parties acknowledge
payment
by MLP, in connection with the Acquisition and the Offering, of
transaction
expenses in the amount of approximately $6.0 million.
ARTICLE 3
ADDITIONAL TRANSACTIONS
Section 3.1 Repayment of Opco Revolver Debt. The Parties
acknowledge the
payment by MLP on the date hereof of $40 million in satisfaction of
Opco's
obligations under the Opco Revolver Debt.
Section 3.2 Distributions in Reimbursement of Capitalized
Expenditures. The
Parties acknowledge the distribution of $23,807,877 to QRC on the
date of this
Agreement in partial satisfaction of the Capital Expenditure
Reimbursement. Upon
the closing of an Approved Working Capital Facility (as defined
above), MLP
shall distribute, grant, bargain, convey, assign, transfer, set
over and deliver
to QRC an amount in cash equal to $15.0 million as the remaining
portion of the
Capital Expenditure Reimbursement, plus or minus the amount by
which the
transaction expenses described in Section 2.17 are less than or
exceed, as the
case may be, $6.0 million.
Section 3.3 Redemption of QRC Initial MLP Interest. MLP Hereby
agrees to
redeem from QRC and agrees to retire the QRC Initial MLP Interest
in exchange
for a payment in cash to QRC of $980.
Section 3.4 November and December 2006 Revenue Distributions. The
payments
for natural gas volumes sold by Opco during November 2006 and
December 2006 will
be made by the purchasers in December 2006 (subsequent to the date
of this
Agreement) and in January 2007, respectively. The Parties agree
that upon
receipt, Opco shall promptly remit such funds to QES LLC for
distribution to
third-party producers and royalty owners, with the remainder of
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such funds being distributed to QCLLC. QRC shall pay Opco the
gathering and
compression fees due under that certain Midstream Services and Gas
Dedication
Agreement dated the date hereof between Opco and QRC, in accordance
with the
terms of such agreement, for the volumes gathered during December
2006.
ARTICLE 4
ASSUMPTION OF CERTAIN LIABILITIES
Section 4.1 Assumption of Assumed Liabilities by Opco. In
connection with
the distribution by QCLLC of all of the member interests in Opco,
Opco hereby
assumes and agrees to duly and timely pay, perform and discharge
the Assumed
Liabilities, to the full extent that QCLLC has been heretofore or
would have
been in the future, were it not for the execution and delivery of
this
Agreement, obligated to pay, perform and discharge the Assumed
Liabilities;
provided, however, that said assumption and agreement to duly and
timely pay,
perform and discharge the Assumed Liabilities shall not increase
the obligation
of Opco with respect to the Assumed Liabilities beyond that of
QCLLC with
respect to the Assumed Liabilities, waive any valid defense that
was available
to QCLLC with respect to the Assumed Liabilities or enlarge any
rights or
remedies of any third party under any of the Assumed Liabilities.
This
assumption shall inure to the benefit of QCLLC, its members,
officers, managers,
employees and agents.
Section 4.2 Assumption of QCLLC Assumed Liabilities by QCLLC. In
connection
with the distribution by Opco to QCLLC of the Water Lines, QCLLC
hereby assumes
and agrees to duly and timely pay, perform and discharge the QCLLC
Assumed
Liabilities, to the full extent that Opco has been heretofore or
would have been
in the future, were it not for the execution and delivery of this
Agreement,
obligated to pay, perform and discharge the QCLLC Assumed
Liabilities; provided,
however, that said assumption and agreement to duly and timely pay,
perform and
discharge the QCLLC Assumed Liabilities shall not increase the
obligation of
QCLLC with respect to the QCLLC Assumed Liabilities beyond that of
Opco with
respect to the QCLLC Assumed Liabilities, waive any valid defense
that was
available to Opco with respect to the QCLLC Assumed Liabilities or
enlarge any
rights or remedies of any third party under any of the QCLLC
Assumed
Liabilities. This assumption shall inure to the benefit of Opco,
its members,
officers, managers, employees and agents.
Section 4.3 Assumption of Opco Assumed Liabilities by Opco. In
connection
with the contribution by QCLLC to Opco of the Midstream Assets,
Opco hereby
assumes and agrees to duly and timely pay, perform and discharge
the Opco
Assumed Liabilities, to the full extent that QCLLC has been
heretofore or would
have been in the future, were it not for the execution and delivery
of this
Agreement, obligated to pay, perform and discharge the Opco Assumed
Liabilities;
provided, however, that said assumption and agreement to duly and
timely pay,
perform and discharge the Opco Assumed Liabilities shall not
increase the
obligation of Opco with respect to the Opco Assumed Liabilities
beyond that of
QCLLC with respect to the Opco Assumed Liabilities, waive any valid
defense that
was available to QCLLC with respect to the Opco Assumed Liabilities
or enlarge
any rights or remedies of any third party under any of the Assumed
Liabilities.
This assumption shall inure to the benefit of QCLLC, its members,
officers,
managers, employees and agents.
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ARTICLE 5
TITLE MATTERS
Section 5.1 Encumbrances.
(a) Except to the extent provided in any other document executed
in
connection with this Agreement or the Offering including,
without
limitation, the Omnibus Agreement, the contribution and conveyance
(by
operation of law or otherwise) of the member interests in Opco and
various
physical assets owned as reflected in this Agreement (collectively,
the
"Assets") are made expressly subject to all recorded and unrecorded
liens
(other than consensual liens), encumbrances, agreements,
defects,
restrictions, adverse claims and all laws, rules, regulations,
ordinances,
judgments and orders of governmental authorities or tribunals
having or
asserting jurisdictions over the Assets and operations conducted
thereon or
in
connection therewith, in each case to the extent the same are valid
and
enforceable and affect the Assets, including all matters that a
current
survey or visual inspection of the Assets would reflect.
(b) To the extent that certain jurisdictions in which the Assets
are
located may require that documents be recorded in order to evidence
the
transfers of title reflected in this Agreement, then the provisions
set
forth in Section 5.1(a) immediately above shall also be applicable
to the
conveyances under such documents.
Section 5.2 Disclaimer of Warranties; Subrogation; Waiver of Bulk
Sales
Laws.
(a) EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED
OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING
INCLUDING,
WITHOUT LIMITATION THE OMNIBUS AGREEMENT, THE PARTIES ACKNOWLEDGE
AND AGREE
THAT
NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH
PARTY
SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS,
WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN,
PAST OR
PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF
THE
ASSETS INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY
OR
ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING THE
PRESENCE OR
LACK
OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE ASSETS, (B) THE
INCOME
TO
BE DERIVED FROM THE ASSETS, (C) THE SUITABILITY OF THE ASSETS FOR
ANY
AND
ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (D) THE
COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY LAWS
(INCLUDING
WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION
OR LAND
USE
LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE
HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR
FITNESS FOR
A
PARTICULAR PURPOSE OF THE ASSETS. EXCEPT TO THE EXTENT
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PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION
WITH
THIS
AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE
OMNIBUS
AGREEMENT, THE PARTIES
ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE
OPPORTUNITY TO INSPECT THE RESPECTIVE ASSETS, AND EACH IS RELYING
SOLELY ON
ITS
OWN INVESTIGATION OF THE RESPECTIVE ASSETS AND NOT ON ANY
INFORMATION
PROVIDED OR TO BE PROVIDED BY ANY OF THE PARTIES. EXCEPT TO THE
EXTENT
PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION
WITH
THIS
AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE
OMNIBUS
AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY
ANY
VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO
THE
ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SE
