2018-06

in Re: John Calce ( 2018 )

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                                                                                                 ACCEPTED
05-18-00647-CV
05-18-00647-CV                                                                     FIFTH COURT OF APPEALS
DALLAS, TEXAS
6/4/2018 3:01 PM
Part 5 of 5                                            LISA MATZ
CLERK
No. 05-18-00647-CV
In the Court of Appeals                FILED IN
Fifth District of Texas at Dallas   5th COURT OF APPEALS
DALLAS, TEXAS
6/4/2018 3:01:03 PM
LISA MATZ
Clerk
In re JOHN CALCE
Relator
RECORD FOR PETITION FOR WRIT OF MANDAMUS
Relator John Calce submits this record of trial court proceedings
in support of his petition for writ of mandamus.
Index of Documents
#      Date               Description                                         Record
Pages
1      6/26/16            Plaintiff’s Original Petition                        001-023
2      7/31/17            John Calce’s Original Counterclaim Against           024-172
Centurion Logistics LLC and Centurion
Pecos Terminal LLC
3      11/22/17 John Calce’s First Amended Counterclaim                        173-321
Against Centurion Logistics LLC and
Centurion Pecos Terminal LLC
4      11/22/17 John Calce’s Amended Motion for Partial                        322-393
Summary Judgment Regarding
Counterclaim Against Centurion Logistics
LLC
10000280.1/SP/38371/0105/060118
5      11/27/17 John Calce’s Supplemental Evidence in                    394-405
Support of Calce’s Amended Motion for
Partial Summary Judgment Regarding
Counterclaim Against Centurion Logistics
LLC
6      12/8/17            Plaintiff’s Response to John Calce’s Amended   406-858
Motion for Partial Summary Judgment
Regarding Counterclaim Against Centurion
Logistics LLC
7      12/12/17 John Calce’s Reply Brief in Support of                   859-865
Amended Motion for Partial Summary
Judgment Regarding Counterclaim Against
Centurion Logistics LLC
8      12/15/17 Notice of Trial Setting                                     866
9      5/2/18             Plaintiffs’ Second Amended Petition            867-903
10 5/21/18                Order Denying John Calce’s Amended             904-905
Motion for Partial Summary Judgment
Regarding Counterclaim Againt Centurion
Logistics LLC
10000280.1/SP/38371/0105/060118
Declaration of Chase J. Potter
STATE OF TEXAS                                §
COUNTY OF DALLAS                              §
My name is Chase J. Potter. My date of birth is May 12, 1986. My
address is 901 Main Street, Suite 6000, Dallas, Texas 75202. I hereby
declare under penalty of perjury as follows:
1.   I am over eighteen years of age and am fully competent to
make this declaration. I am an attorney licensed by the Supreme Court
of Texas and am counsel for Relator John Calce in this case.
2.   The factual statements contained within this instrument are
within my personal knowledge and are true and correct.
3.    The copies of pleadings, motions, and other documents
included in this Record for Petition for Writ of Mandamus are true and
correct copies of these documents as filed in the trial court.
Executed in Dallas County, Texas, on June 4, 2018.
/s/ Chase J. Potter
Chase J. Potter, Declarant
10000280.1/SP/38371/0105/060118
6.3      SEVERABILffY; USVRY SA ViNGS
lf any provision in this Note, is held invalid .or unenfotceabl~ by ru.w court -0t competent jurisdiction, the other provisio.us of
this Note Will rt.'tnl1iu in fulLforcc and effect Any provision of' tltis Note held uivalid -0r unenforceable only in part or degree
will remain in full force ant;! effectto the extent not held. invalid or unenf~m,;eitblc.
It is the intention of the MitKer and the Payee to confonti strictly with applicable usury Jiiws. Accordingly, if the transactions
contemplated hereby Wt>uld be usti,rious under appllcufile law th~n. in that event, noiwith~tandit1g anything to the c011trnry in
any agreement !;1Iit¢reci into in connec;tion ·with or as se0'tlrity for tbis Note, it is. agreed as follows: (a) the .aggregate of all
consideration which conStilufes interest und(..'f applicable law that is taken, reserved, contracted for, charged (~r received under
this Note or under '!UlY of the other aforesoid agreements or otherwise fu conneq~ion with this Note shall under no
circumstances exceed the maximum amount pennisslble under such l11ws, and any excess $ha1l be credited on this N0te py the
Payee (or if tlils Note shall have been paid in foll, refunded to the Mrikt..'f)~ (I>) if detennination of the 1'nte of inter~st for
detennlning whether th~ loaris heit..-under are usurious shall be inaqe by lllnortizing, prorating, allocating and b>pretidlng, in
equal pod:s during the full sta(ed teun n of law. Su~cct
~o the pri:ccding sentence; this Note will be bfoding in nil respects nnd inure to the benefit of Mateer und .Paye~ and their
~uccessors_ and .ussigns, whetbei' by volurttlicy actj~n of.the parties, by operation of law or oth'mvise nnd all penipns claiming.
by Uu:ough or under them;
G.5      ENTlRE AGREHMb"'NT
·nns NOTE C.ON].'Al.NS THE. FINAL, ENTIRE AGREEMENl~ BETWEEN THE PARTIES HBRBTO RELATING TO
THE SUBJECT MAttER HEREOF AND ALL PRIOR AGREEMENTS \VHETHER WRlTTEN OR ORAL Rh"'LATED
HERETO WHi:CH ARH NQT CONTAINED HERBIN. ARB SUPERSEDE)) AND TERMINATED HJ~REBY, AN!) THIS
NOTE MA y NOT BE CONTRADICTED OR VARIED BY EVIOENCE ()j:; PRIOR, CONTEMPORANrtous, OR
'SUBSEQUENT ORAL AOBEEMEN'fS OR DISCUSSIONS OF l:HE PARTms HERETO. THilRE. ARE NO
lJNWRITTEN ORAL AGREBMENTS AMONG nm PARTIES HERETO.
IN WITNESS WHgRBOF, Maker, .intending to be legally bol.!lld hereby has executed and delivered this Promis$0ry Note as
of the daie first st!lted above.
.- ··
4
MR.707












([KLELW³7´
MR.708
Centurion Terminals breaks ground at port
Staff Report I Posted: Saturday, September 12, 2015 9:38 pm
The Port of Brownsville will have a new tenant following the
recent groundbreaking for Centurion Terminals.
Officials said the Centurion Brownsville Terminal is
expected to generate more than 500 jobs while under
construction and then create 35 permanent jobs once fully
operational in the third quarter of fiscal year 2016.
A groundbreaking was held Thursday in Brownsville .
Centurion Terminals, LLC is a premier provider of crude             Centurion Term inal
transportation, storage and processing. With its strategically
Ken Douglas, Centurion Executive Vice
located crude terminals in the Permian Basin and along the
President, Finance; Ralph Cowen, Port
Gulf Coast at the Port of Brownsville , Centurion is able to
Chairman; Peter Schmarr, Centurion
offer a full crude logistics solution, a press release on the new
Executive Vice President, Operations; John
terminal stated.
Calce, Centurion President; Port
"Centurion Terminals is excited to be a part of the growth          Commissioner John Wood attend the
that is going on in the Port of Brownsville and appreciates         ground breaking of the new Centurion
the community's efforts to make the Port of Brownsville such        processing and storage facility at Port of
a business friendly environment," said John Calce,                  Brownsville Friday, Sept. 11, 2015.
Centurion's president.
"With our investment in the Centurion Brownsville Terminal we seek to not only create local employment
opportunities but also to utilize Brownsville 's unique position to access worldwide markets for America 's
crude."
A more complete version of this story is available on www.myBrownsvilleHerald.com.
MR.709
Centurion Terminals breaks ground on processing and
storage facility at Port of Brownsville
BROWNSVILLE, Texas - The Port of Brownsville welcomed its new tenant. Centurion Terminals
(www.CenturionTerminals.com), at the company's groundbreaking Thursday, Sept. 10, 2015. The Centurion
Brownsville Terminal is expected to generate more than 500 jobs while under construction and create 35 permanent
jobs when fully operational in the 3rd quarter of 2016.
Centurion Terminals, LLC is a premier provider of crude transportation, storage and processing. With its strategically
located crude terminals in the Permian Basin and along the Gulf Coast at the Port of Brownsville, Centurion is able
to offer a full crude logistics solution.
The Centurion Brownsville Terminal, currently under construction, will have 1.5+ million barrels of storage capacity
with room for expansion. Features include state-of-the-art facilities, automated material handling, liquid cargo dock,
three track rail spur and 10 truck LACT skids. Additionally, an initial two processing towers will allow Centurion to
process condensate at a rate of up to 50,000 barrels per day to produce products that could be used in the local
market or exported.
John Calce, Centurion's President, remarked, "Centurion Terminals is excited to be a part of the growth that is going
on in the Port of Brownsville and appreciates the community's efforts to make the Port of Brownsville such a
business friendly environment. With our investment in the Centurion Brownsville Terminal we seek to not only create
local employment opportunities but also to utilize Brownsville's unique position to access worldwide markets for
America's crude."
The Port of Brownsville is the only deep-water seaport directly on the U.S./Mexico border and the largest land-
owning public port authority in the nation with 40,000 acres of land. In 2014, the Port of Brownsville moved 7.6
million metric tons of steel, aluminum , lumber, minerals, gasoline, diesel and windmill components internationally.
Port activity adds $926.7 million to the regional economy, and more than $2 billion to the state's economy. More than
$134 million in state and local sales tax also is generated through Port business. The Port is also responsible for the
creation of 11 ,230 direct and indirect jobs on the regional level, and 21 ,590 jobs statewide.
MR.710












([KLELW³8´
MR.711
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RECOROATION REQUESTED BY: _
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EXTENSION of: REAL ESTATE NOTE ANO LIEN
15-10258
FIU:D FOR RECORD
REEVES COUNTY, TEXAS
Oct 30, 2015 at 03:23:00 PM
WHEN RECORDED MAIL TO:
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SURFACE) ACR£ TRACT OF LAND AS DESCRIBED l'N A D[[l) RECORDED IN VOLUM.£
905. PACt ISS. 01111CIAL P\JllUC RECORDS, R£EvtS COUNTY, TEXAS (O.P.11.R.C.T.),
AND DtlNC MOR.£ PARTlqlLARLV !>ESCR0£D AS FOLLOWS:
Dtr-1 ROD FOUND WITJI CAP STAMPED "SJS3 TRUJILLO" BEARS S
SS"03'46" W, A DISTANCE Of 0.63 FEET, ALSO FROM WHICH A 112" IRON ROD FOUND AT
THE NORTHEAST CORNE.It OF SAID SECTION 16, BLOCK •. DEARS N Sl-03'46• E, A                                        1
DISTANCEOf'26'l9.8S FEET;                                                                                         2
Tlt£NCt:S J2•os'2J" E, wrntTHE EAST IJNEOFSAID 496.76 ACRE TRACT, A DISTANCE OF                                   0
l 117 68 FEET TO A Sil" IRON ROD SET WITH CAP STAMPED "TRANS TEXAS SURVEYING"                                     9
FOR THE SOUTHEAST CORNER OF SAID 496.16 ACRE TRACT BEING 100' NORTH Of THE
CENTERLINE OF IHE TEXl\S ~ !'ACIFlC RAILROAD;
TlliNCI. S 69"42'11" W, WITH THE SOUTH LINE OF SAID 496.76 ACRE TRACT AND 100'
NORTll OF ANO PARALl.El. WITH THE CENTEllLlN!; OF SAID TEXAS &. PACIFIC
RAii.ROAD, A DISTANCE OF 269HO FEET TO A POINT IN SAID COUNTY ROAD NO 408, THE
WEST LINE OF SAID SECTION 76 AND THE EAST LINB OF SECTION 77, BLOCK 4, FROM
WHICH A 600 NAIL FOUND BEARS S 69"42'22" W, A DISTANCE Of 0.37 FEeT, ALSO FROM                                    p
WHICH A 112" IRON ROO FOUND FOR THE SOUTHWEST CORJllER OF SAID SECTION 76,
BLOCK 4, BEARS S J2'08' IJn£, A DISTANCE OF' 2657.42 FEET;                                                        G
TH£NC£ N J2°08'll" W, WITH THE WEST LINE OF SAID 496.16 ACRE TRACT AND WITH
THE COMMON UNE OF SAID SECTION 76 AND SAID SECTION 77, A DISTANCE OF 26'4329
FEET TO rHE PLACE OF BEGINNING AND CONTAINING 176.6!9 ACRES or LAND. TlllS                                        0
DESCRJPTlON IS 9ASED ON THE LAND TTTLE SURVEY ANO PLAT MADE BY ROBERT L
VOUNO, REOIST£R£D PROFESSIONAL LANO SURVEYOR NO. 5'00 ON JUNE 20, 2014 . ALL                                      0
BEARINOS RECITED HElWN ARE CORRELATED TO THE TEXAS STATE PLANE
COORDINATE SYSTEM, CE."ITRAI.. ZONE (4203). NADU (NA201l~ (\TH~
9
ACCOMPANYING SURVEY MAI' ATTACHED HERETO ANO MAO[; A PART H E U ..........                                        1
Inst No. 15-10258
DIANNE 0 . F!.OREZ
COUNTY CLERK
2015 Oel 30 at 03;23 PM
By: BA~.
~TEXAS
, DEPUTY
MR.714
BALLENGEE00002069.03












([KLELW³9´
MR.715
ieENTURION
-MIDSTRE.AM--
May 27, 2016
Centurion Terminals J,LC
440 Loul.'4fan11 Street, Suitt! 72.l
Houston, TX 77002
Cent\trion P~cos Termirial, lLC
Attn: Joht1 Cake, PresiJent
15851 Dallas Parkway, Suite 650
AJdison, TX 75001
Dear Mr. Calce:
P tease accept this letter a!I formal notice that (I) Centurion Tem1inals, LLC' oo longer wi~hes to
J)ursue a land lease ot construct a crude oil terminal at tile Cent11don Peco$ Tennin.al. LLC
property in Reeves Cou11ty. TcX!l:.I and (2) because of recent actions taken by individuals
purporting to represent Centur.ion Pecos Tenn.foal, LLC with the Union Pacific Railroad,
Ct!nnuion Peco., Tem1lnal, LLC is now in default lUlder section 2.1 (d) l)f th~ Promissory ~ote
dated Nov~mber l 5, 20t5 between Centurion Tr:rminals, LLC and <.!enturion Pecos Terminal,
LLC. i\~ :;uch, we hereby demand immediate payment of S2'37,975. IOt representing outstamiing
principle and interest to Centurion Tem1ioals LLC from Centurion Pecos Terminal. LLC' per (he
1
Promissory )Tote dated November 15, 201.5 .
..
Regards, ,/"
./;;f};l'~
Thomas Ramsey          /
Chief Executive Officcf
CALCE00549
MR.716












([KLELW³:´
MR.717
Centurion Pecos Terminal, LLC
17950 Preston Road, Suite 1080
Oallas, Texas 75252
May23,2016
VIA USPS PRIORITY MAIL AND EMAIL (leehullman@up.com; swmartcb@up.com;
akbrowo@up.com; tlanderson@ up.com ;bsmoore@up.com)
Un ion Pacific Railroad Company                 Union Pacific Railroad Company
Atth: Lee J_ Hullman                           Attn: Aaron Brown
I 5 150 Blanco Road, Suite 2323                 12 12 Corporate Drive, Suite 300
San Antonio, Texas 78232                        Irving, Texas 75038
Union Pacific Railroad Company                  Union Pacific Railroad Company
Attn: Steven W. Martchenke                      Attn: Tammy L. Anderson
101 S. Walson Road                              I 400 Douglas Street, STOP 1350
Arlington, Texas 760 I 0                        Omaha. Nebraska 68179
Union Pacific Railroad Company                  Union Pacific Railroad Company
Attn: Brad Moore                                Attn: Senior Vice President and General Counsel
1400 Douglas Street, STOP 12 10                 1400 Douglas Street, STOP 1580
Omaha, Nebraska 68 179                          Omaha, Nebraska 68179
RE:    Memorandum of Understanding dated .June 12, 2014 (the "MOU") and Letter
Agreement dated February 1 t, 2016 sent by Union Pacific Railroad Company (''UP") to
Centurion Logistics, LLC (the .. Letter Agreement") for rail service located in Pecos,
Texas, File 2975·07 (the ~P roject")
Dear Messrs. and Madam,
I was recently made aware by a UP employee assisting on the Project that UP has been
contacted by representatives of entities named Centurion Tenninals, LLC and "Centurion Midstream''
(collectively, the "Unaffi liated Entities'') about the develo pment of rai l service located on the same
real property that is the site of the Project (the ·'Property"). J am writing to inform you that Centurion
Pecos Te rminal , LLC, a manager-managed Texas limited liability company ("Owner"') owns all of the
Property, as evidenced by the two General Warranty Deeds attached to this letter. Centurio n Logistics,
LLC, a Texas limited liability company, is one of two managers of Owner, and has certain r[ghts ii:i
connection with the management and development of the Project. The Unaffiliated Entities do not
have and have never had, any right to use any portion of the Property. Further, the Unaffiliated Entities
are not and have never been affiliated with Owner or Centurion Logistics, LLC, and neither Owner nor
Centurion Logistics. LLC has granted the Unaffiliated Entities any authority whatsoever to act for or
on behalf of Owner or Centurion Logistics, LLC for the Project.
On June 25. 2014, Tony Albanese, manager of Centurion Logistics. LLC. executed the MOU.
a copy of which is attached hereto, which document describes the terms upon which UP agreed to
move forward with the track authorization process and provide service to facilities proposed for the
Property by Centurion Logistics, LLC. The Letter Agreement, a copy of which is attached hereto,
MR.718
confirms UP's acceptance of the proposal made for the Project by Centurion Logistics, LLC. and that,
upon the company's payment of $15,000.00 to UP , UP would proceed to design the signal fac ilities
necessary for the Project. Centurion Logistics, LLC will be submitting this payment together with an
executed Letter Agreement to UP in the very near future. Please be furth er adv ised that the Unaffiliated
Entities do not have and have never had any authority to act on behalf of Centurion Logistics, LLC for
matters addressed in the MOU or the Letter Agreement and have not been assigned any rights otherwise
under these agreements.
Centurion Logistics, LLC is not clear what authority the Unaffiliated Entities are claiming in
contacting UP and attempting to manage and develop the Project. I respectfully request to be notified
of any future communication UP receives from 1he Unaffiliated Entities and to be informed of any
delay or interruption caused to the Project by the Unaffiliated Entities to date. Centurion Logistics,
LLC and Owner are in contact with che Unaffiliated Entities and are working to resolve these current
issues.
If you have any questions regarding this letter or matters concerning the Project, please contact
me at your earliest convenience at 214-893-4267 or mmarrocco@viacenturion.com.
Respectfully,
Centurion Logistics, LLC,
a Texas limited liability company
By:   IJf_,a,u llf``
President and Manager
Enclosures:
General Warranty Deed for 300 acre Tract of Land filed of record in Reeves County, Texas August
25, 20 15 as fnstrument No. 15-07673
General Warranty Deed for 176 acre Tract of Land filed ofrecord in Reeves County, Texas September
24, 2014 as Instrument No. 14-08864
Union Pacific Memorandum of Understanding dated June 12. 20 14
Union Pacific Letter Agreement dated February 11 , 20 16
cc:     Tony Albanese. Manager of Centurion Logistics. LLC via email correspondence to
ta lbanese 'a: viac~n tu ri on .corn
2
MR.719
After recording return to:
Centurion Logistics, LLC
c/o Marc Marrocco
J 875 Laws Street
Dallas, Texas 75202
NOTICE OF CONFIDENTIALITY RIGHTS: lF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM TIDS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
GENERAL W ARRAND' DEED
STATE OF TEXAS                         §
§       KNOW ALL MEN BY TIIESE PRESENTS:
COUNTY OF REEVES                       §
THAT MONTANE INDUSTRIES, LLC. a Texas limited liability company
("Grantor"), for and in consideration of the sum of TEN AND N0/100 DOLLARS ($10.00) and
other good and valuable consideration to the undersigned paid by Grantee (as hereinafter
defined), the receipt and sufficiency of which is hereby acknowledged, bas GRANTED, SOLD
AND CONVEYED, and by these preseots does hereby GRANT, SELL AND CONVEY, with
general warranty covenants, unto CENTURION PECOS TERMINAL LLC, a Texas limited
liability company ("Grantee''), whose mailing address is 17950 Preston Roadi Suite 1080~
DaUa.s, Texas 75252, all of that certain lot. tract or parcel of land lying and being situated in
Reeves County, Texas, and being more particularly described on Exhibit A attached hereto and
incorporated herein (the "Property"), together with all buildings, structures, paving, curbing,
trees, plants., shrubs, and other building improvements and landscaping of every kind and nature
presently situated on, in, or under, or hereafter erected or installed on the Property, together with
all of Grantor's right, title and interest in all rights, tenements, hereditaments, easements,
licenses, rights-of-way, privileges, and rights of ingress and egress applicable to the Property,
and appurtenances pertaining thereto and strips and gores.
•
MR.720
Th.is conveyance is made and accepted subject to all matters of recording against the
Property. Ad vaJorem real property wes for the current year have been prorated through the
date of this instrument, with Grantor and Grantee each paying its pro rata share. Grantee
assumes and promises to pay taxes for 2014 and subsequent years.
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together
with all and singular the rights and appurtenances thereto in anywise belonging unto said
Grantee, its successors and assigns, forever, and Grantor does hereby bind itself: its successors
and assigns to warrant and forever defend all and singular the Property, subject to all matters of
record against the Property, wito said Grantee, its successors and 1Wigns, against every person
whomsoever lawfully claiming or to claim the same or any part thereof.
[Signature page immediately follows.]
•
MR.721
(\ ......L.. ~ W)JNESS WHEREOF, the Grantor has executed the within instrument as of
``l'J2014.
" GRANTOR":
)
MONTANE INDUSTRIES, LLC
a Texas limited liability company
By: TexSand Holdings, LLC
a Texas limited liability company,
its Manager
``
Title: Manager
STATE OF TEXAS               )
)       SS
COUNTY    orb 1t..~          )
On this       I~         day of ~,~oa,be...-                      . 2014 before me, the
undersigned Notary Public in and for said State. personally appeared Farrell Arcenaux known or
identified to me co be the Manager of TexSand Holdings, LLC, a Texas limited liability
company, the Manager of MONTANE TNDUSTRJES, LLC, a Texas limited liability company,
that executed the instrument and acknowledged lo me that he executed the. same for and on
behalf of said limited liability company and limited partn hip.
ic
ission Expires on   7- le.- 2a I ?
[NOTARY SEAL}
MR.722
Exhibit A
BEING a tract of land located in Section 76, Block 4, H&GN Survey, Reeves County, Texas, and being a
part of a ca lied 496. 76 GRID (496.87 Surface) acre tract of land as described in a Deed recorded in
Volume 905, Page 155, Official Public Records, Reeves County, Texas (O.P.ftR.C.T.), and betng more
particularly described as follows:
BEG1NNING at a 5/8 Inch iron rod set with cap stamped "TRANS TEXAS SURVEYING" for the Northwest
comer of said Section 76, the Southwest corner of said Section 75, the Northeast comer of Section 77
and the Southeast corner of Section 78, said S/8 inch iron rod set also being In the lntersectkm of
Count'{ Road No. 408 and County Road No, 404;
THENCE North 58 degrees 03 minutes 46 seconds East. with the common line of said Section 76 and
Sei:tlon 75, a dlstahce of 2639.85 feet to a point In tile East line of said 496.76 acre tract from which a
1/2 Inch iron rod found with cap stamped "5358 TRUJllLO" bears South 58 degrees 03 minutes 46
seconds West, a distance of 0.63 feet, also from which a 1/2 Inch Iron rod found at the Northeast corner
of said Section 76, Block 4, bears North 58 degrees 03 minutes 45 seconds East, a distance of 2639.SS
feet;
THENCE South 32 degrees 08 minutes 23 seconds East, with the East line of said 496.76 acre tract, a
distance of 3187.68 feet to a 5/8 inch iron rod set with cap stamped "TRANS TEXAS SURVEYING" for the
..   Southeast corner of said 496.76 acre tract being 100 feet North of the centerline of the Texas & Pacific
Railroad;
TI-IENCE South 69 degrees 42 minutes 22 seconds West, with the South fine of said 496.76 acre tract and
100 feet North of and parallel with the centerline of said Texas & Pacific Railroad, a distance of 2697.40
feet to a point in said County Road No. 408, the West line of said Section 76 and the East line of Section
77. Block 4, from which a 600 nail found bears South 69 degrees 42 minutes 22 seconds West, a
distance of 0.37 feet, also from which a 1/2 lnch iron rod found for the Southwest comer of said Section
76, Block 4, bea~ South 32 degrees 08 minutes 13 seconds East, a distance of 2657.42 feet;
THENCE North 32 degrees 08 minutes 13 seconds West, with the West line of said 496. 76 acre trac:t and
with the common line of said Section 76 and said Section 77, a distance of 2643.19 feet to the PLACE OF
BEGINNING and CONTAINING 176.659 acres of land.
hVi.( r.j o. 1.-1..ea11s,1
f.tl ~\\·Jr.I E   .;") FLGREJ
MR.723
15-07673
fllEO FOR RECORD
RE.EVES COU"4TY, ! !:::~S
Au g 26, 2615 at 01 :25:00 PM
NOTICE O FCONFID E~T I A UTV RI GHTS : I F VOU ARE A ~A TURA L PERSON, YOU
l\lAY R.E~10VE OR STRJ KE A.::"JY Of THEFOLLOWlNG f!'JFOR.MATIOf\ FROM T HI:)
rNSTRU'.VfENT BEFORE IT JS FIL ED FO R RECORD fN nm PUBLIC RECORDS:
YO UR SO C IAL SECURITY NlJ\1BER OR YO UR Df:U VER'S UCENSE Nli!\iB l!.R .                                                v
:.)
GENERAL WARRANT\' DEED
THE STA1 E OF TEXAS                                §
§
COl.J'NTY OF REEVES                                ~
For n v::iluiihle c0nsider11tirm, rhe 1eceip1 of which is hereby :idrnc•wledg~d, Z..\NE                          Q
KlEHNE. TANYA KIEIINE , and Z&T CATTLE COMP:\.N'i'. LLC, ;i. Texus limitt;e.Of lhe Sub.Jed L~ods as may h~ !iirtlwr d~S(nbe.d i111111.-; Gencnl
•                           Warranty Deed ·:fnd- .'.if~rn.1-·~;v~.vari~ (ii) ri!;lm 11r.Jc1 !!<1th Ya!itl a1:d
subsisting uil, g:1s mi<:~cc. opel'l\tm. pu1ch~sc1 0r "dler nt prodt1Ltb:1,
go,·crnmcmal agency. tn bunol or other port)' w11Jt respc:<:t rn ,iJJ, g:ls umL11
other miner:.-tls prot :i~·tion ·,.1.•ith r..:~11e...t 10 the s111ns rte~cnhc;l in 11cm {i11).
MR.724
including without limi tation claims for the underpayment ofaoyalties; and1
(v) any other claims, demands, suits, causes ofaction, obligations, damages,
proceeds, settlements and distributions of whatsoever kind or character,
known or unknown, relating or attributable to the oil, gas and other
minerals.
This General Warranty Deed is made and accepted subject to that certain            0
Oil and Gas Lease and Surface Use, Damage Schedule and Right of Way
Agreement (collectively hereinafter referred to as the "Lease") dated
October 23, 2014 by and between Zane Kiehne and Tanya K.ielme,
collectively as Lessor, and KEW Drilling, as Lessee, a memorandum of
which Lease was recorded in Volume J 125, Page 564, of the Official Public         ,.;
Records of Reeves County~ Texas, as ainended by that certain Amendment             ,,•
'3
to the Lease dated January 26, 2015 (the "Lease Amendment"), a
memorandum of which Lease Amendment was recorded on February 20,
a
2015 in Volume 1146, Page 306, of the Official Public Records of Reeves
County, Texas.
Subject to the tenns and conditions set forth in the Lease and Lease
Amendment, Grantors and Grantors? heirs, successors and assigns, for a
term of five (5) consecutive years from the date of this General Warranty          G
Deed and hereby grant, sell and convey to Grantee all rights of ingress and
egress that the Granto rs may possess or own, if any, to enter upon or use the
surface of the Subject Lands for the purposes contemplated by Section              Q
A{l){i) of this General Warranty Deed or any other purpose incident                7
thereto. Nothing herein shall be construed to prevent Grantors or Grantors'        7
f
heirs, successors or assigns from exploring for, developing and/or
producing oil, gas and other minerals by pooling or by directional drilling
under the Subject Lands from well sites located on property outside of the
Subject Lands. Upon the expiration of five (5) years1 Grantors shall resume
ownership of rights of ingress and egress to the Subject Lai\ds herein
conveyed to Grantee, and all of such rights shalJ revert to Grantors.
2.      Commercial Water Rights and Water Rights Appurtenant to the S11rface
Estate: All of the commercial water and water rights appurtenant to the surface estate of
the Subject Lands, including, without limitation, water running or lying in streams or rivers,
water contained in near surface aquifers, and water in lakes, sloughs} ponds or playa lakes
(collectively, "Commercial Water Rights").
3.      Water Line Easement: An easement on, over, under and across the Subject
Lands for 1.he construction, installation, repair, maintenance, replacement and removal,
including ingress and egress to one ( 1} underground water line, which shall be located on
that portion of the Subject Lands depicted on Exhibit B attached hereto and made a part
hereof, for the sole purpose of transporting water between the Granters' property adjacent
to the Subject Lands and sb0\\'11 on Exhibit B. The specifications of the water line,
including without limitation the location, size, width and depth, and points of access
GENERAL WARRANTY DEED - Kiehne/Z&T Cattle Company, LLC and Centurion Pecos Terminal, LLC
MR.725
including without limitation the location, size, width and depth, and points of access
(collectively, the ''Water Line Specs"), shall be and remain in compliance with all
applicable federal and state laws, ordinances, rules and standards of any governmental
agency, including without limitation the Natural Resource Conservation Service practice
standards (NRCS) or similar standards as may be required by the United States Department
of Agriculture (USDA), and which Water Line Specs, and any future replacement of the
..if
water line and future specs, must be approved by Grantee prior to the construction and                     i)
installation thereof. which approval shall not be unreasonably withheld by Grantee.
Grantee shall have the right to relocate the Water Line Easement, as may be necessary,
prior to installation of the water line by Grantors, and Grantors shall have the duty to
maintain, perfonn repairs to, keep clean and at aH times safeguard those portions of the
Subject Lands surrounding the Water Line Easement.
Grantors shall be obligated, at all times during the ownership and exercise of its
Cotnmercial Water JUghts and use of the water line and the Water Line Easement on the
Su~ject Lands, to use, maintain, repair and operate the water line in compliance with any
and all applicable federal and state laws, statutes, ordinances, codes, regulations, rules and
requirements applicable thereto, and the water being transported thereby~ including
obtaining any and all pennits as may be necessary and required, and to comply with any
rules deveJoped, adopted and promulgated by any ground water conservation district
established in or applicable to Reeves County, Texas.
4.       Electric Power Line Easement: Grantors hereby reserve an exclusive Power
Line Easement over, on and across that certain portion of the Subject Lands, the current                  0
general location of which is depicted on Exhibit C attached hereto and made a part hereof,
for purposes ofaccess to and use ofthe overhead power line also shown on Exhibit C which
r
runs vertically along the west bow1dary of that certai11 tract of land identified on Exhibit C
as Tract B. Grantee shall have the unrestricted right to relocate the Power Line Easement
at any time and from time to time so long as Grantee provides reasonable notice to Grantors
of the new location, relocation of the easement does not unreasonably interfere with
Granters' ability to access and use the oveti1ead power line, and Grantee pays for all
reasonable costs incurred by Grantors, if any, resulting from Grantee's relocation of the
Power Line Easement. Grantors shall have the duty to maintain, perform repairs to, keep
clean and at al l times safeguard those portions of the Subject Lands surrounding tl1e Power
Line Easement.
B.       Grantee' s interest is sub,iect expressly to all zoning laws, ordinances, covenants,
ccmditions, restrictions~ rights-of-way, easements and rights now existing under any oil and gas
leases and all royalties, overriding royalties and other burdens presently of record covering and
affecting the interests herein conveyed, including, without limitation, the easements, restrictions,
•   and rights-of-way described on the survey in Exhibit C, and Grantee's interest shall also be subject
to the following rights and restrictions:
I.     Grantee Ri2hts. Grantors' Restrictions: Grantee and Grantee's heirs,
assjgns, successors, partners, tenants and tenant employees, and other users, operators and
commercial occupants on the Subject Lands (collectively, "Grantee Parties") shall have
GENERAL WARRAl-lTY DEED - Kiehne/Z&T Cattle Company, LLC and Centurion Pecos Terminal, LLC           3
-:: 11....
...:=J ·
MR.726
and business operations condudted on the Subject Lands free aJ1d clear of any claim of
Grantors or their successors and assigns pursuant to Grantors' Commercial Water Rlghts.
Grantors, in exercising their Commercial Water Rights, shall not prohibit, unreasonably
restrict or adversely or materially affect, Grantee or Grantee Parties' ability to consume,
use, access, drill wells for, and constiuct facilities to distribute water on the Subject Lands     T. {
'::
for the purposes authorized herein.
0
2.      Grantee and Grantee Parties' Restrictions: Grantee and Grantee Parties
sbalJ be prohibited from constructing any water depot(s} on the Subject Lands for the
purpose of engaging in the private sale of water. Grantee and Grantee Parties shall be
prohibited from engaging in the saJe of water from Grantee and/or Grantee Parties to any              .
.,
persons or entities outside of the Subject Lands and from transporting water off the Subject
Lands for the purpose of selling it. Grantee and Grantee Parties shall be prohibited from
competing with Grantors and their successors and assigns in any manner for the private              ,...;,.
sale of water. Grantee and Grantee Panies shall have no commercial water rights in the
Subject Lands.
This conveyance is made and accepted subject to          anmatters of record for the Su~ject
Lands.   Granters, for the consideration recited above and subject to the prior Hens and the
reservations from and exceptions to conveyance and warranty, grant, sell, and convey the Su~ject              p
Lands to the Grantee~ together with all and singular the rights and appurtenances thereto in any
wise belonging, to have and to hold to the Grantee, and its successors and assigns forever. Grantors
bind Grantors and Grantors' successors and assigns to warraut and forever defend all and singular
the Subject Lands to Grantee and Grantee' s successors and assigns against every person                      0
whomsoever lawfulJy claiming or to claim the same or any part thereof.                                        7
-I
3
[Remainder o_(page intentionally left hlank. Signature page to follow. ]
GENERAL W ARR.ANTY DEED · KiehneJZ&T Cartle Company, LLC and Cenrurion Peco~ Terminal, LLC
MR.727
EXECUTED this i /
I
7tY                                  i                 tli-
_.- -
day of August., 2015, to be effective as of the -1.L_ day of
August, 2015.
GRANTO RS:
a
I
p
G
0
!
7
GENERAL WARRANTY DEED - Kiehne/Z&T Cattle Company. lLC and Centution Pecos Terminal, LLC    5
•:1_/<-
ci
MR.728
•
EXECUTED this ____day of August, 2015. to be effecrive a<: of lhc ___ day of
Augusl. 201 S.                                                                                               (}
GRANTORS:
i
'•
•
Zane Kiehne
Tanya Kiehne
p
Z&T CATTLE COMPANY. LLC:
a Texas limited liability company                        G
By: ·- - - - - - -- - -                                 0
Zane Kiehne. Manager
7
i'
<
GRANTEE:                                                5
CENTURJON PECOS TERMTNAL LLC
a Texas limited liability company
By: Centurion Logistics, 1-LC,
a Texas limited liab1liry com pany.
its Ma'-n...-.;>C, _
Title: Manager
GENERAL WARRA.Nl Y DEED· l<\eh11e'Z& T Can le Company. LLC and Cen1urion   P~tos Terminal.   l 1 C:   5
MR.729
STATE OF TEXAS                                   §
!(E£'JE5                               §
COUNTY OF MIDLAND                                §
This foregoing instrument was acknowledged before me this / 1       day of August, 2015
by Zane Kiehne, individually, and on behalf of Z&T Cattle Company, as its Manager.                  V
Notary Seal :
§
12.~v    E'S                    §
COUNTY OF MIDLAND                                §
This foregoing instrument was acknowledged before me this     /   7   day of August, 2015
by Tanya Kiehne.
Notary Seal:                                                                                        p
KATHY KELTON
Notary Public
STAff Of TEXAS
My Comm Exp May 8, 2017
?
T
STATE OF TEXAS                                   §
§
COUNTY OF DALLAS                                 S
~                      .   ~
/) This      f9\~going
instrument was acknowledged before me        this~
day of August, 2015
hy l"t~.DJ QtzX.r:(J on behalf of Centurion Pecos Terminal, LLC, a Texas limited liability
company, as Tt;M.anager.
Notary Seal:
``-                ANNE   M.. -GROSS
ll''ilrY1
`` Corn
Nmary Public
State of TeJ,
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•                                                 MR.735
EXHJBITC
to
General Warranty Deed
(From Zane Kiehne, Tanya Kiehne and Z &T Cattle Cmnpany, LLC to Centurion Pecos Terminal, LLC)
POWER LINE EASEMENT
f
'·
[Attached hereto]
i
9
p
G
•
EXHIBIT C to GENERAL WARRANTY DE.ED
Kiehne/Z.&T Caule: Co., L.LC and Centurion Pecos Terminal. LLC
MR.736
EXHIBITC
~·
I
0
7
8
3
MR.737
Centurion Logistics
Pecos,TX
611212014
UNION PACIFIC RAIL ACCESS
MEMORANDUM OF UNDERSTANDING
Union Pacific Railroad Company ("UP") has reviewed Centurion Logistics ("Company") request
for rail service in Pecos, TX as depicted on the conceptual plan dated 4/17/2014. UP Is pleased
to notify you that we are looking forward to working with you on developing new rall service to
Centurion Logistics Pecos. TX location. Based on the conceptual plan and representations
made to UP, UP agrees to move forward with Its track aulhorlzatlon process subject to
Company satisfying the condilions detailed below. This memorandum \MOU") Is being
provided to Company to oulline the Infrastructure elements that UP requires to efficiently and
safely provide rail service to Company's new facllfty (the "Facility") and to establlsh an
understanding of UP's track authorization process. The criteria outlined below are consistent
with Union Pacific's Guidelines for Rail Service and Union Pacific's Industry Track Standards, a
link               to          which             can            be            found           at
http://www.uprr.com/customers/attachments/induslry_guidelines.pdf.
In addition to lhe requirements of Union Pacific's Guidelines for Rail Service and Union Pacific's
Industry Track Standards, the foll(:>wing terms and conditions must be met prior to Company
proceeding wllh Its new construction:
•   This MOU is based upon the commodities, traffic volumes, and metho(ls of opemlio11 Co111µa11y
represented in its conceptual plan do1ec received by Company upon arrival (i.e., spot 011
anivAI). Railca(s will not l>c held or slored in mil yords or 01her Union Pncific owned or
co1ilrollcd 1rnckugc.
•      Compnny shnll monngc the invc1ilory of inbound nod oulhound tailcors nl the Fncility sons nol lo
ndvcrscly offect Union Pllcific operntions, ond shnlf coopcrnle with Unicm Pacific opcratio1111I
rcq11ircmc11ts rog11rdi11g inventory management.
•      l\11y third party use of trncks in the Focility, including request for new rail service, is. subjcc< lo
prior Union Pricific review and opprovnl.
•      Company will flerfonn all intrapfant switchi11g ot the Fncility.
•       Based on Company's concept uni plan dnle<.I April 17th, 2014, only unit train service is 11\)pr~wccl
nt the Facil ily.
•       Company will c1\sure that all outbound rnilcnrs arc coupled wilh air hoses h1ceJau dated Ap1il 17th, 2014, will accommodate
inbound llnd outbound operations coming from nnd going lo the cnsl of the facility. If Company
desires trnin OJ)Crntions from origins west of the focility, Industry must bear all costs or installing
n west focing connection with power switches nnd power derails.
Once Company has satisfied Iha aforementioned terms and conditions, the next steps in UP's
track authorization process are as folows:
1.     Company must prepare the Facllity's Switch Location Plan (30% drawing) and
svbmlt to UP via the Engineering Document Exchange (web applicatfon) to initiate
UP's design of the signal system associated with Company's project.
2.     Company will work with Its UP Marketing and Salas representative to prepare a
Customer Service Plan, If applicable, and determine the rail service Company would
receive and the corresponding rates. Addltlonally, the UP MarkeUng and Sales
representative will coordinate with other UP departments to determine any other
requirements necessary for UP to provide service to Customer.
3.     Company must prepare the Facility's track design/construction drawings and submit
them to UP via the Engineering Document Exchange (web appllcatlon) for approval.
4.     Company must execute an Industrial Track Agreement with UP.
UP shall only authorize construction of the industry trnck upon the execution of a lndustrlal
Track Agreement.
UP shall keep confidential all design/construction drawings, plans and other materials related to
the new or expanded Facility that Company gives UP during lhe track construction process.
Union Pacific's offer of conditional acceptance shall expire if Cotnpany does not execute and
return this MOU to Shanker Chalekode at Union Pacific Company, 1212 Corporate Drive, Ste
300, Irving.TX 75038, wilhln 90 days from the date of this MOU.
Once executed, this MOU shall terminate twelve (12) months after execution unless Company
has requested an extension of Iha MOU. The extension must be requested in writing and
approved by Union Pacific.
Company understands that Union Paclflc wlll not authorlu construction of the planned
Industry tracks until the entire track authorization process ls complete. Company
understands that at no time prior to authorization of track construction Is UP agreeing to
provide rall service at Faclllty. Further, Company understands that Union Pacific will not
operate on Industry owned tracks until UP has approved the FacHity track
design/construction drawings and Company has fully executed an Industrial Track
Agreement with Union Pacific. Addltlonally 1 Company unders•ands thRt all of UP's
approvals and authorizations are based on Company's representation of particular
volumes and commodities that will be shipped to and/or from the Faclllty. Any changes
In volumes or commodlUes may change UP's requirements to pro1Jlde service to the
Facility. Consequently, If volumes or commodities change after rail service has begun,
MR.739
Centurion Loglsl,ics
Pecos, TX
6112/2014
UP may not be able to meet Company's expectation for Increased or addltlonal rall
service without Company making modlflcatlons to the Infrastructure or constructing
addltlonal Infrastructure.
ACKNOWLEDGEMENT: I HAVE READ ANO UNDERSTAND UP' S REQUIREMENTS FOR
NEW SERVICE AS SET FORTH ABOVE:
Union Pacific Railroad Company
By:  ._£3,.c$``
Printed ``ID~tanfViri: P~sf'd~i' --
r1ua:    Industrial Products
Date:    7/7/.2-e>.:t_1
•
MR.740
Centurion Logistics
Pecos, TX
6/12/2014
UNION PACIFIC RAfL ACCESS
Track Construction Profeot Contacts
Prepared for: Centurion Logistics
Track Construction Project Location: Pecos, TX 6/12/14
Marketing and Sales Representative
Shanker Chafekode
Business Director
1212 Corporate Dr, STE 300 Irving .TX 75038
402-871-9164
Fax: 402-997-4947
skchalok@up.com
Manager of Industry & Public Projects
Steven W. Martchenke
101 S Watson Rd, Arlington.TX 76010
617-353-7625
402-501-2616
swmartch@up.com
Regional Manager Industrial Development
Aaron Brown
Regional Industrial Development Manager
1212 Corporate Dr. Ste 300. Irving, T X 75038
469 262 7059
402 233 3453
akbrown@up.com
Tract< Agreement Contact
Tammy Anderson
Sr Mgr Industry Track Construction
1400 Douglas St Stop 1350, Omaha, NE 66179
402 544 2305
402 233 2187
tfanderson@up.com
MR.741
UNION PACIFIC RAILROAD                                                              Mark.ting & Sal&a - Network and
1400 Douglas Street Omaha. Nebraska 68179                                               lnduairlal O.vetopment
February 11, 2016
VIA EMAIL ONLY
Centurion Logistics LLC
Marc Marrocco, Principal
8150 North Central Expressway, Suite 1435
Dallas, TX 75206-1815
mmarrocco@viacenturion.com
Re:        Request tor New Rail Service Location on Union Pacific al Pecos, Texas - File 2975-07
Dear Mr. Marrocco:
As you are aware, Union Pacific has accepted your proposal to establish a new rail service location for
Centurion Logistics at Pecos, Texas. Your engineering consultant should now be preparing detailed
construction drawings and an "Exhibit A· for our final review and approval.
Any track operated by Union Pacific must be covered by an Industry Track Agreement (IT A). Included
with this letter is a draft of Union Pacific's standard form ITA for your project. which includes terms tor
construction, maintenance and operation of the new tracks and our contract insurance requirements
(Exhibit B). Once Construction Drawings and an Exhibit A for your project have been approved and the
design for Union Pacific's work is complete a final version of the ITA will be provided for signature. A lso
at that time you will receive a Land Lease agreement to secure Union Pacific property for installation of a
culvert (as identified on current concept prints).
Your proposal involves signalized switch{es). and we expect the cost for Union Pacific's signal work to
exceed $1,000,000. Before we can determine the final cost or our signal work , we need to design the
signal facilities. A $15,000 deposit from Centurion Logistics w ill allow the design process to begin. You
will receive credit for this deposit in the "Construction Cost; Payment'' section of the ITA.
In the event Centurion Logistics decides not to proceed with track construction, or if the construction is
delayed until 2017 or beyond, upon written notification to me concerning your decision to cancel or delay
the project, we will refund your deposit less any expense incurred on your project up to the time of
cancellation.
Please sign and return a copy of this Letter Agreement to me via email or fax, This Agreement will be
accepted by Union Pacific upon receipt of the indicated deposit. If you require formal billing, you may
consider this letter as a formal bill.
Payment can be made by wire transfer (preferred) or by check according to the following payment
instructions:
To pay by wire transfer, provide the following information to your financial institution to ensure proper
electronic transfer of funds:
Bank:                 Bank of America
ABA Routing :         0260-0959-3
Account No .:         3752021457
AIC Name:             Union Pacific Railroad Miscellaneous Receivables
OBI :                 85259--0040 for PIO 88198, Folder 2975..07
"WW   up.com                                                                                   •        BUILDING AMERICA•
MR.742
- 2-
To pay by check, make your check payable to UNION PACIFIC RAILROAD COMPANY, include
reference to PIO 88198, Folder 2975-07, and forward to the following address:
Union Pacific Railroad Company
12567 Collection Center Drive
Chicago, IL 60693
Union Pacific's final signal design process, depending on the prOJect's complexity, can take between 90
and 180 ~ays. In order to avoid delays, please respond to this request within 30 days. Do not hesitate to
contact me if you have any questions concerning this request or the draft ITA. I loo~ forward to working
with you.
Sincerely,
c````u
TAMMY t.:4.NDERSON
Sr. Business Manager - Industrial Track Construction
Network & Industrial Development
Telephone (402) 544-2305 Fax (402) 233-2187
E-mail: tlanderson@up.com
ACCEPTED ON BEHALF O~
CENTURION LOGISTICS LLC
By_ _ _ _ _ _ _ _ __ _ __ _ _ _ _ _ __
Title_ _ _ _ _ _ _ _ _ _ _ __ __ _ _ __
Date Signed _ _ _ _ _ _ __ _ __ _ _ _ __
•
MR.743












([KLELW³;´
MR.744
8/8/2017                Centurion Termfnals ~ Crude Storage, Transportation & Processing - Centurion Terminals - Crude Storage, Transportation & Processing
t~1Ct~ l 1         A I C~IYl                                   ~lh~ttp~:_Hwww
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7 captures
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Contact
· ~
•     Operations
•     Mana~ement
•     Brownsville
•     Pecos
•     News
Centurion Terminals is a premier provider of crude/condensate transportation,
storage and processing. With its str11tegically located crude terminals in the
Delaware Basin and along the Gulf Coast, and in conjunction with Its crude
marketing partnerships, Centurion is able to offer a full crude logistics solution.
The Company's terminal in Orla, TX is designed to serve as a
header facility with initial operational storage capacity of 300,000
barrels with batching capabilities. The terminal will connect to
Centurion's rail transload terminal in Pecos, Texas via a 24-inch
condensate/crude pipeline.
centurion's 500 acre Pecos Terminal is located approximately 5
miles west of Pecos, TX with road frontage on US Interstate 20
and track frontage on the Union Pacific Rail Road. At full
operational capacity, the Pecos Terminal is designed to enable the
daily movement of up to 2 outbound unit trains or approximately
160,000 barrels per day of crude/condensate by rail from the
Delaware Basin to the Company's Gulf Coast storage and
processing tenninal.
The Brownsville TenninaJ, cUITently under construction, is designed to have 1.5+
million barrels of storage capacity (plus additionaJ expansion space). Features
include state-of-the-art facilities. automated material handling, liquid cargo dock,
three track rail spur and I 0 truck LACT sk.ids. fnitinlly, three processing towers
wi ll allow Centurion to process condensate at a rate of up to 50,000 barrels per
17950 Presron Rd..
Picture                  day into products that can be used in the local market or exported.
Sullc 1080
DaU.s, TX 75252
Web Hosting by FatCow
https://web.archive.org/web/20151221181613/http://www.centurionterminals.com:80/                                                                                          1/1
MR.745
8/8/2017                                   Brownsville Terminal - Centurion Terminals - Cn.Jde Storage, Transportation & Processing
lhttp://www.csnturionterminals.com:SO/brownsville.html
``````````````````````````~
I~
5 captures
z Oct 20tS - 24 Feb 201t> I                                                                               II
Contact
· ~
• Operations
• Manai ement
• Brownsville
· ~
• News
IPicture I
Web Hosting by FatCow
ht1nl':·//web .::irchive.oro/web/20151 204111848/htto://www.centurionterminals .com:80/brownsvilfe.html                                      1/1
MR.746
8/8/2017                                    Pecos Terminal - Centurion Terminals - Crude Storage, Transportation & Processing
--
IN "UIU1U 41 Cl!IV I
Contact
6 captures
3 Oct 2015 -26Fe!)1016
·~
• Operations
•   Manai'.ement
•   Brownsvi lle
•   Pecos
•   News
IPicture I
Web      Hostin~   by FatCow
nttnc:·//wah ~rr-hiv.1 nrn/wAh/?01fi11?40f\'.U4!i/httn·//www.r.enturionterminafs.com;80/oecos.html                                 1/1
MR.747
8/8/2017                                            News - Centurion Terminals - Crude Storage, Transportation & Processing
l~h~
tlp~:/_/www
~_·_ce_n_tu_r_io_n_te_rm_i_n_al_s._co_m
~:e_o1_n_
ews
~._htm~l``````````-'I~
6   captures
3 Oci 2015 - 26 Feb 2016
Contact
· ~
•    Operations
•    Mana2ement
•    BrownsviJle
•    Pecos
•    News
News
October 28, 2015
Centurion Names Chief Executive Ofliccr
October 12, 2015
Centurion Secures Commitment from Anchor Shipper
September 10, 2015
Brownsville Tenninal Groundbreaking
Augost 24, 2015
Pecos Acreage Acquisition
Web Hosting by FatCow
1 /1
MR.748
8/8/2017        Centurion Termfnals - Crude Storage, Transportation & Processing - Centurion Terminals - Crude Storage, Transportation & Processing
INflRIHf OI ClllH                                ~lh_ttp~;_llwww
``·c_e_ntu~rio_n_te_r~
m in_a_ls_.co
~m_.:a_o_ro~pe~ra_tio_._ns_._htm~l````````--'I~
-   .. • !. JI . I
I   '       7 captures
3 Oct 2015 -31 Mar 2016
Contact
- ~
• Operations
• Manaiement
• Brownsville
• Pecos
· ~
Picture
Web Hostin2 by FatCow
ht1 os://web .archive .oro/web/20151103080128/htto;//www.centurionterminals.com :80/ooerations.html                                                   1/1
MR.749
818/2017                                    Management - Centunon Tennmats - Crude Storage. Transportation & Processi ng
jhttp:l/www.centuriontenninals.com:BO/managementhtml
``````````````````````~
I~
5 captures
3 Oct 2015 - 21 Feb 2016                                                                               I
Contact
• li.mlll;
•    Operations
•    Manaaement
•    Brownsville
•    Pecos
•    News
Executive Management
Tom Ramsey
Chief Executive Officer
Mr. Ramsey was formerly Head of North American Crude Oil Marketing and Midstream at Vitol, Inc .. the world's largest
independent oil trader with 2014 revenues of $270 billion. He has 24 years of energy and finance experience managing a
wide range of businesses in crude oil, refined products, natural gas, NGLs and olefins and financial and physical commodity
supply and trading. Previously, he served as Chief Operating Officer of Gavilon's energy segment where he led the
development and growth of a startup midstream business that was later sold to NGL Energy Partners for almost $900
million. Mr. Ramsey has also led crude oil, natural gas liquids and olefins businesses at BP. He holds a B.S. in Finance from
the University of lllinois and an M.B.A. from Northwestern University. He is also a Certified Public Accountant.
John V. Calce
P r esident
Mr. Calce brings over a decade of experience in creating, funding and managing early and development stage companies.
Mr. Calce has played a role in the successful founding, development and sale of more than seven different exploration and
production and oilfield service companies in the Barnett Shale, Marcellus Shale and Bakken Shale plays. Mr. Cake has
supervised or coordinated land transactions totaling more than 200,000 gross acres in the Williston, Appalachian and
Permian Basins since 2010. Mr. Ca lee has assisted in the investment of more than $250 million of principal capital since
2005. He served as a Director of the Petro CapitalffHL Energy Fund I, LP as well as a member of the Fund's LP advisory
board. Mr. Calce is also a founder ofTritaurian Capital, Inc., a FTNRA registered broker-dealer and neads the firm's oil and
gas practice. He holds Series 6, 7, 24, 26, 63, 65, and 79 licenses, Mr. Calce is a graduate of Yale University.
Peter Schmar
Executive Vice President, Operations
Mr. Scbmar beads project management, including permitting, engineering, construction and Port Authority negotiations at
Centurion. Prior to Centurion, Mr. Schmar created and headed all oil trading for LMS in Nortb Dakota where he
successfully raised over $100 million u1 trade credit and bought and sold cmde oil. He has served as director of crude oil
supply for a terminal in Green River, Utah where he developed and managed producer relationships within a 250 mile
radius. Mr. Schmar has also served as VP of Operations for a Gulf Coast crude terminal wbere he oversaw daily operations,
company permitting, construction, USCG compliance and Homeland Security. Mr. Schmar began his career in Sales and
Risk Management with Liberty Mutual where he served for over 25 years progressing into management over Oklahoma,
Texas, Arkansas and Louisiana.                Mr. Schmar graduated from Wichita State University witb a bachelors in business
management and psychology.
Ken D. Douglas
Executive Vice P resident, Finnnce
Mr. Douglas has over a decade of experience in investment banking and private equity, all within the energy sector. Mr.
MR.750
8/8/2017                                                     Management - Centurion Terminals - Crude Storage, Transportation & Processing
INTl . .l l f U(MIVI                                             l._h-'ttp_:l_IWWW
__ .ce_n_t_un_              .co_m_:_SO_/m_a_n_ag=-e_m_e_nt_.h_tm_l_ _ _ _ _ _~I @£]
·o_nt_erm_in_a_ts_
I      I<   I
- •   ,. •   I       .... 1 : I
5 captures
3 Oct 20 15 - 21 F'et> 20\Q
involved in over a dozen principal investments, comprised of oilfield services and E&P companies. Prior to Centurion, he
was principally focused on structuring and arranging venture capital and mezzanine financing for early and development
stage oil and gas companies in the Bakken, Barnett, Permian, Eagle Ford, Haynesville, Montney, Horn River, Marcellus and
Utica Shales. This includes the start-up and interim financing of numerous E&P and oilfield service companies, whose
services include coiled tubing, fishing and rental tools, fluid pumping, drilling, specialty bauling, oilfield accommodations,
snubbing and weU servicing. He has served as a Director and Observor on numerous Board of Directors, earned Series 7,
24, 63 and 79 Licenses and graduated cum laude with a B.B.A. in Financial Consulting and B.A. in Economics from
Southern Methodist University.
Brian Jeans
Executive Vice President, Midstream Development
Mr. Jeans was most recently the North American Midstream Business Development Manager for BHP Billiton, a multi-
billion dollar exploration & production company, where he was responsible for the creation and implementation of
midstream asset strategies, business development opportunities, and A&D and market development. He was responsible for
leading joint ventures, defining and executing midstream asset strategies, leading I supporting midstream A&D opportunities
and identifying I capturing midstream business development opportunities in 3 key areas: the Eagle Ford, Permian &
Fayetteville/Haynesville. Previously, he worked as midstream and pipeline business development specialist for Hess,
British Petroleum, DCP Midstream and GDF Suez. He earned a bachelors in Business from Louisiana State University and
a Masters of Science in Oil and Gas Enterprise Management from the University of Aberdeen.
Web Hosting by FatCow
?I?
MR.751
8/8/2017                        Centurion Terminals · Crude Storage, Transportation & Processing - Centurion Terminals · Crude Storage, Transportation & Processin_g
.,
'
~      "'   !I   '   .... '       1 captures
3 Oct 20 T5 • 2 Oct 201€
Contact
· ~
• Operations
• Mana2ement
• Brownsville
· ~
• News
Centurion Terminals is a premier provider of orude/condeosate trd.llsportation,
storage and processing. With its strategically located crude terminals in the
Delaware Basin and along the Gulf Coast, and in conjunction with its crude
marketing partnerships, Centurion is able to offer a full crude logistics solution.
The Company's terminal in Orla, TX is designed to serve as a
header facility with initial operational storage capacity of 300,000
barrels with batching capabilities. The tenninal will connect to
Centurion's rail transload terminal in Pecos, Texas via a 24-incb
condensate/crude pipeline.
Centurion's 500 acre Pecos Terminal is located approximately 5
miles west of Pecos, TX with road frontage on US Interstate 20
and track frontage on the Union Pacific Rail Road. At full
operational capacity, the Pecos Terminal is designed to enable the
daily movement of up to 2 outbound unit trains or approximately
160,000 barrels per day of crude/condensate by rail from the
Delaware Basin to the Company's Gulf Coast storage and
processing terminal.
The Brownsville Terminal, currently under construc\ion, is designed to have 1.5+
million barrels of storage capacity (plus additional expansiorL ~pace) . features
include state-of~the-an facilities, automated roaterinl handling, liquid cargo dock,
three track rail spur and 10 truck LACT skids. Initially, three processing Lowen;
17950 Preston Rd.
will alJow Centurion to process condensate at a rate of up to 50,000 barrels per
Picture         day Into products that can be used in the local market or exported.
S ult~   1080
Dllilat, TX 7SlS2
Web Hosting by FatCow
https://web.archive.org/web/20160222124700/http://1t1WW.oenturionterminafs.oom:BO/                                                                                       1/1
MR.752
81812017                                          Management - Centunon Terminals - Crude Stora.ge,. Transportation & Processing
ihttp://www.centurionterminals.com:80/management.html
``````````````````````
]~
5 captures
3 OC120 IS -2 1 FeO 20 16                                                                                I
Contact
·~
• Operations
• Mana2em11114949/htto:/WWW.centuriontermlnals.com:BOlmanagement.html                                      1/2
MR.753
B/8/2017                                               Management - Centurion Terminals - Crude Storage, Transportation & Processing
lhttp://www.centuriontermfnals.com:80/management.html
````````````````````````
I~
..   f"   •
I: ~ M'I'I I
5 captures
3 OCt zo·1s . 21 Feo 2016
involved in over a dozen principal investments, comprised of oilfield services and E&P companies. Prior to Centwion, he
was principally focused on structuring and arranging venture capital and mezzanine financing for early and development
stage oil and gas companies in the Bakken, Barnett, Permian, Eagle Ford, Haynesville, Montney, Hom River, Marcellus and
Utica Shales. This includes the start-up and interim financing of numerous E&P and oilfield service companies, whose
services include coiled tubing, fishing and rental tools, fluid pumping, drilling, specialty hauling, oilfield accommodations,
snubbing and well servicing. He has served as a Director and Observor on numerous Board of Directors, earned Series 7,
24, 63 and 79 licenses and graduated cum laude with a B.B.A. in Financial Consulting and B.A. in Economics from
Southern Methodist University.
Brian Jeans
Executive Vice President, Midstream Development
Mr. Jeans was most recently the North American Midstream Business Development Manager for BHP Billiton, a multi-
billion dollar exploration & production company, where he was responsible for the creation and implementation of
midstream asset strategies, business development opportunities, and A&D and market development. He was responsible for
leading joint ventures; defining and executing midstream asset strategies, leading I supporting midstream A&D opportunities
and identifying I capturing midstream business development opportunities in 3 key areas: the Eagle Ford, Permian &
Fayetteville/Haynesville.                   Previously, he worked as midstream and pipeline business development specialist for Hess,
British Petroleum, DCP Midstream and GDF Suez. He earned a bachelors in Business from Louisiana State University and
a Masters of Science in Oil and Gas Enterprise Management from the University of Aberdeen.
Web Hosting by FatCow
httn1>·//w<>h ~mhivA om/web/201 fl0121114949/htto:/www.centurionterminals.com:80/manaqement.html                                               212
MR.754
8/8/2017          Centurion Terminals - Crude Storage, Transportatio n & Processing - Centurion Terminals- Crude S1orage, Transportation & Processing
~lh_ttp~:_
llwww
~_-_ce_n_ru_n_·o_nt_e_
rm_in_a_ls_.co~m-:B_O_l``````````````I~
7 captures
3 Oct W1S -2 Oct2016
Contact
·~
• Operations
• Manaiement
• Brownsville
· ~
• News
Centurion Terminals is a premier provider of crude/condensate transportation,
storage and processing. With its strategically located crude terminals in the
Delaware Basin and along the Gulf Coast, and in conjunction with its crude
marketing partnerships, Centurion is able to offer a full crude logistics solution.
The Company's terminal in Otla, TX is designed to serve as a
header facility with initial operational storage capacity of 300,000
barrels with batching capabilities. The terminal will connect to
Centurion's rail transload terminal in Pecos, Texas via a 24-inch
condensate/crude pipeline.
centurion's 500 acre Pecos Terminal is located approximately 5
miles west of Pecos, TX with road frontage on US Interstate 20
and track frontage on the Union Pacific Rail Road. At full
operational capacity, the Pecos Terminal is designed to enable the
daily movement of up to 2 ou1bound unit trains or approximately
160,000 barrels per day of crude/condensate by rail from the
Delaware Basin to the Company's Gulf Coast storage and
processing terminal.
The Brownsvi lle Tenninal, currently under construction, is designed to have I .5+
million barrels of storage capacity (plus additional expansion space). Featw-es
include state-of-the-art facilities, automated material handling, liquid cargo dock,
three track rail spur and 10 truck LACT skids. Initially, three processing towers
will allow Centurion to process condensate at a rate of up to 50,000 barrels per
17950 Preston Rd.
Picture                day into products that can be used in the local market or exported.
Suitt 1080
l)olJ#S, TX 75252
Web Hosting by FatCow
https://web.archive.org/web/20160121114733/httpJ/www.centurionterminals.com:80/                                                                                 1/1
MR.755
8/8/2017                                    Management - Centurion Terminals - Crude Storage, Transportation & Processing
._lh_.ttp_:J_lwww
__    .ce_nt
_u_r_
io_
nt_
er_m_ln_al_s._co_m_:_eo_lm
_a_n_ag.....e_m_e_nt_
.h_tm_l_ __ _ __   ~I [fil
5 captures
3 Oct 2015 · 21 Feu 2016                                                                                                          I
Contact
·~
•Operatjons
•    Maoai:emeot
•    Brownsville
•    Pecos
•    News
Executive Management
Tom Ramsey
Chief EJecutive Officer
Mr. Ramsey was formerly Head of North American Crude Oil Marketing and Midstream at Vitol, Inc., the world's largest
independent oil trader with 2014 revenues of $270 billion. He has 24 years of energy and finance experience managing a
wide range of businesses in crude oil, refined products, natural gas, NGLs and olefins and financial and physical commodity
supply and trading. Previously, he served as Chief Operating Officer of Gavilon 's energy segment where he led the
development and growth of a startup midstream business that was later sold to NGL Energy Partners for almost $900
million. Mr. Ramsey has also led crude oil, natural gas liquids and olefins businesses at BP. He holds a B.S. in Finance from
the University of Illinois and an M.B .A. from Northwestern University. He is also a Certified Public Accountant
John V. Calce
President
Mr. Calce brings over a decade of experience in creating, funding and managing early and development stage companies.
Mr. Calce bas played a role in the successful founding, development and sale of more than seven different exploration and
production and oilfield service companies in the Barnett Shale, Marcellus Shale and Bakken Shale plays. Mr. Calce has
supervised or coordinated land transactions totaling more than 200,000 gross acres in the Williston, Appalachian and
Permian Basins since 201 O. Mr. Calce has assisted in the investment of more than $250 million of principal capital since
2005. He served as a Director of the Petro CapitaltrHL Energy Fund I , LP as well as a member of the Fund's LP advisory
board. Mr. Cake is also a founder ofTritaurian Capital, Inc., a FINRA registered broker-dealer and heads the firm's oi l and
gas practice. He holds Series 6, 7, 24, 26, 63, 65, and 79 licenses. Mr. Calce is a graduate of Yale University.
Peter Scbmar
Executive Vice President, Op~rations
1V1r. Schmar heads project management, including permitting, engineering, construction and Port Authority negotiations at
Centurion. Prior to Centurion, Mr. Schmar created and headed all oil trading for LMS in North Dakota where he
successfully raised over $100 million in trade credit and bought and sold crude oil. He has served as director of crude oil
supply for a terminal in Green River, Utah where he developed and managed producer relationships within a 250 mile
radius. Mr. Schmar has also served as VP of Operations for a Gulf Coast crude terminal where he oversaw daily operations,
company permitting, construction, USCG compliance and Homeland Security. Mr. Schmar began his career in Sales and
Risk Management with Liberty Mutual where he served for over 25 years progressing into management over Oklahoma,
Texas, Arkansas and Louisiana. Mr. Schmar graduated from Wichita State University with a bachelors in business
mam:igement and psychology.
Ken D. Douglas
Executive Vice President, Finance
Mr. Douglas has over a decade of experience in investment banking and private equity, all within the energy sector. Mr.
https://web .archiVe.org/web/20160221154248/http://Www.cenlurionterminals.com:80/management.html                                                                 112
MR.756
8/8/2017                                    Management - Centurion Terminals - Crude Storage, Transportation & Processing
._lhtt-'p_:l_Jwww
_ _.ce
_ n_tu_n_·o_nte
_ rrn
_ in_a_ls_.co_m_:_80_lm_a_n_ag=-e_m_e_n1_.h_1m_1_ _ __ _ _   _,I ~
5 captures
l 0c1201!> -71 F"eb201 6
involved in over a dozen principal investments, comprised of oilfield services and E&P companies. Prior to Centurion1 be
was principally focused on structuring and arranging venture capital and mezzarune financing for early and development
stage oil and gas companies in the Bakken, Barnett, Permian, Eagle Ford, Haynesville, Montney, Hom River, Marcellus and
Utica Shales. This includes the start-up and interim financing of numerous E&P and oilfield service companies, whose
services include coiled tubing, fishing and rental tools, fluid pumping, drilling, spedalty hauling, oilfield accommodations,
snubbing and well servicing. He has served as a Director and Observor on numerous Board of DirectOTs, earned Series 7,
24, 63 and 79 licenses and graduated cum laude with a B.B.A. in Financial Consulting and B.A. in Economics from
Southern Methodist University.
Brian Jeans
Executive Vice President, Midstream Development
Mr. Jeans was most recently the North American Midstream Business Development Manager for BHP Billiton, a multi-
billion dollar exploration & production company, where he was responsible for the creation and implementation of
midstream asset strategies, business development opportunities, and A&D and market development. He was responsible for
leading joint ventures, defining and executing midstream asset strategies, leading I supporting midstream A&D opportunities
and identifying I capturing midstream business development opportunities in 3 key areas: the Eagle Ford, Permian &
Fayetteville/Haynesville. Previously, he worked as midstream and pipeline business development specialist for Hess,
British Petroleum, DCP Midstream and GDF Suez. He earned a bachelors in Business from Louisiana State University and
a Masters of Science in Oil and Gas Enterprise Management from the University of Aberdeen.
Web Hosting by FatCow
https://web.archive.org/web/20160221154248/http://www.centurionterminals.com:80/management.html                                                                212
MR.757
8/8/2017               Centurion Terminals - Crude Storage, Transportation & Processing - Centurion Terminals - Crude Storage, Transportation & Processing
~'h~t``:l_lwww~_·_ce_n_tu_n_
·o_nt_e_rm_m_a_ls_.co~m-:80~/``````````````l~
~I
..    f"   •       ,,.!. N   ' I
I                   7 captures
3 Oct 2015 . 2 Oct :1Ql6
Contact
· ~
•     Operations
•     Manaiement
•     Brownsville
•     Pecos
•     News
Centurion Terminals is a premier provider of crude/condensate transportation,
storage and processing. With its strategically located crude tennina.ls in the
Delaware Basin and along the Gulf Coast, and in conjunction with its crude
marketing partnerships, Centurion is able to offer a full crude logistics solution.
The Company's terminal in Orta, TX is designed to serve as a
header facility with initial operational storage capacity of300,000
barrels with batching capabilities. The terminal will connect to
Centurion's rail transload terminal in Pecos, Texas via a 24-inch
condensate/crude pipeline.
centurion's 500 acre Pecos Terminal is located approximately 5
miles west of Pecos, TX with road frontage on US Interstate 20
and track frontage on the Union Paci.fie Rail Road. At full
operational capacity, the Pecos Terminal is designed to enable the
daily movement of up to 2 outbound unit trains or approximately
160,000 barrels per day of crude/condensate by rail from the
Delaware Basin to the Company's Gulf Coast storage and
processing terminal.
The Brownsville Terminal, currently under construction, is designed to have 1.5+
million barrels of storage capacity (plus additional expansion space). features
include state-of-the-art facilities, automated material handling, liquid cargo dock,
three track rail spur and 10 truck LACT skids. Initial1y, three processing towers
will allow Centurion to process condensate at a rate of up to 50,000 barrels per
17950 P·re..too Rd.
Picture                day into products that can be used in the local market or exported.
Sultel080
Dallos, TX 75252
Web Hosting by FatCow
https://web:archive.org/web/20160222124700/http://www.centuriontermfnals ..com:80/                                                                                            1/1
MR.758
8/8/2017                                             Management - Centurion Terminals - Crude Storage. Transportation & Processing
l._htt""p_:l_lwww
__ .ce
_n_lu_r_io_nt_er_m_in_al_s._co_m_:S_O_lrn_a_n-'agem'--_e_
nt_.h_tm_l_ _ _ _ _ _   ___,I [fil
..   ,. ·• ;i11·.'I''! I   5 captures
J O<:t 201 5 -21 F•b 20 15   J                                                                                                                I 1   I
Contact
· ~
• Qperations
• Mana~ment
• Brownsville
-~
• News
Executive Management
Tom Ramsey
Chief Executive Officer
Mr. Ramsey was formerly Head of North American Crude Oil Marketing and Midstream at Vitol, Inc., the world's largest
independent oil trader with 2014 revenues of $270 billion.                                          He has 24 years of energy and finance experience managing a
wide range of businesses in crude oil, refined products, natural gas, NG Ls and olefi.ns and financial and physical commodity
supply and trading_ Previously, he served as Chief Operating Officer of Gavilon's energy segment where he led the
development and growth of a startup midstream business that was later sold to NGL Energy Partners for almost $900
million. Mr. Ramsey has also led crude oil, natural gas liquids and olefins businesses at BP. He holds a B.S. in Finance from
the University of Illinois and an M.B.A. from Northwestern University. He is also a Certified Public Accountant.
John V. Cake
P r esident
Mr. Calce brings over a decade of experience in creating, funding and managing early and development stage companies.
Mr. Calce has played a role in the successful founding, development and sale of more than seven different exploration and
production and oilfield service companies in the Barnett Shale, Marcellus Shale and Bakken Shale plays. Mr. Cake has
supervised or coordinated land transactions totaling more than 200,000 gross acres in the Williston, Appalachian and
Permian Basins since 2010. Mr. Ca lee has assisted in the investment of more than $250 million of principal capital since
2005. He served as a Director of the Petro Capital!rHL Energy Fund I, LP as well as a member of the Fund's LP advisory
board. Mr. Calce is also a founder ofTritaurian Capital, Inc.~ a FINRA registered broker-dealer and heads the firm's oil and
gas practice. He holds Series 6, 7, 24, 26, 63, 65 , and 79 licenses. Mr. Calce is a graduate of Yale University.
Peter Schmar
Executive Vice President, Operations
Mr. Scbmar heads project management, including pem1itting, engineering, construction and Port Authority negotiations at
Centurion.         Prior to Centurion , Mr. Schmar created and headed all oil trading for LMS in North Dakota where he
successfully raised over $100 million in trade credit and bought and sold crude oil. He has served as director of crude oil
supply for a terminal in Green Rjver, Utah where he developed and managed producer relationships within a 250 mile
radius. Mr. Schmar has also served as VP of Operations for a Gulf Coast crude terminal where he oversaw daily operations,
company permitting, construction, USCG compliance and Homeland Security. Mr. Schmru: began his career in Sales and
Risk Management with Liberty Mutual where he served for over 25 years progressing into management over Oklahoma,
Texas, Arkansas and Louisiana.                              Mr. Schmar graduated from Wichita State University with a bachelors in business
management and psychology.
Ken D. Douglas
Executive Vice President, Finance
Mr. Douglas has over a decade of experience in investment banking and private equity, all within the energy sector. Mr.
https://web.arcflive.org/webl20151221181618/http://www.centurionterminals.com:80/managemenlhtml                                                                                            112
MR.759
8/8/2017                                            Management - Centurion Terminals - Crude Storage, Transportation & Processing
--
l ' I H l l l t r AICMIVl                              ._lh-'ttp_:J_twww
_ _.ce_n_tu_n_
·o_nt_erm_1n_a_ls,_co_m_:_
80l_ma
_ n_ag=-e_m_e_nt_.h_tm_1_ _ __ _ _   __.I [fil
5 captures
3 Ocr 20 15 -21 Feb 2016
involved in over a dozen principal investments, comprised of oilfield services and E&P companies. Prior to Centurion, be
was principally focused on structuring and arranging venture capital and mezzanine financing for early and development
stage oil and gas companies in the Bakken, Barnett, Pennian, Eagle Ford, Haynesville, Montney, Hom River, Marcellus and
Utica Shales. This includes the start-up and interim financing of numerous E&P and oilfield service companies, whose
services include coiled tubing, fishing and rental tools, fluid pumping, drilling, specialty hauling, oilfield accommodations,
snubbing and well servicing. He has served as a Director and Observor on numerous Board of Directors, earned Series 7,
24, 63 and 79 licenses and graduated cum laude with a B .B.A. in Financial Consulting and B.A_ in Economics from
Southern Methodist University.
Brian Jeans
Executive Vice President, Midstream Development
Mt. Jeans was most recently the North American Midstream Business Development Manager for BHP Billiton, a multi-
billion dollar exploration & production company, where he was responsible for the creation and implementation of
midstream asset strategies, business development opportunities, and A&D and market development. He was responsible for
leading joint ventures, defining and executing midstream asset strategies, leading I supporting midstream A&D opportunities
and identifying I capturing midstream business development opportunities in 3 key areas: the Eagle Ford, Pennian &
Fayetteville/Haynesville. Previously, he worked as midstream and pipeline business development specialist for Hess,
British Petroleum, DCP Midstream and GDF Suez. He earned a bachelors in Business from Louisiana State University and
a Masters of Science in Oil and Gas Enterprise Management from the University of Aberdeen .
Web Hosting by FatCow
https://web.archive.org/web/20151221181618/http://www.centurionterminals.com:80/management.html                                                                      2/2
MR.760












([KLELW³<´
MR.761
I   ~
'Return to: ? 5 &                                                                            16-04401
Republic Title of Texatt Inc. -..,,.,~"~ii                                               FllEO FOR RECORD
REEVES COUNTY TEXAS
2626 Howell Street, 10th Roor ''.                                                    Apr 11, 201~ at 04:~.tJ:OO PM
Dallas TX 75204
~c:\5- ~
Deed of Trust to Secure Assumption
Notice of confidentiality rights: If you are a natural person, you may remove or strike any
or all of the followi~g information from any instrument that transfers an interest in real                    v
property before it is filed for record in the public records: your Social Security number or                  0
your driver's license number.
L
Basic Information
Date:      /J.p,...I \ b ,2016                                                                                1
Grantor: CEN'{iJRION PECOS TERMINAL LLC, a Texas limited liability company
2
5     !
Grantor's Mailing Address: 17950 Preston Road, Suite 1080, Dallas, Texas 75252                                9
I
Trustee: David W. Tomek
Trustee's Mailing Address: 325 N. St. Paul Street, Suite 3300, Dallas, Texas 75201
Beneficiary: BALLENGEE INTERESTS, LLC, a Louisiana limited liability company
p
G
Beneficiary's Mailing Address: Two Turtle Creek, 3838 Oak Lawn Avenue, Suite 1150, Dallas,
Texas 75219
0
Note Assumed                                                                                                  ':>
J
Date: September 16, 2014                                                                             6
4
Oi;iginal principal amount: $1,500,000.00
Borrower: Ballengee Interests, LLC
Lender: Texas Capital Bank, National Association
Secured by: Deed of Trust recorded as Instrument No. 14-09181 in the Real Property
Records of Reeves County, Texas, as extended by Extension of Real Estate Note and Lien
recorded as Instrument No. 15-10258 in the Real Property Records of Reeves County, Texas (as
extended, the TCB Deed of Trust)
Guarantor: James H. Ballengee
Property (including any improvements): See Exhibit A attached hereto.
Prior Lien: Other than the TCB Deed of Trust, none.
Other Exceptions to Conveyance and Warranty: All matters of record affecting the Property.
Consideration: For $10 and other good and valuable consideration, Grantor has assumed
EXHIBIT
I            lo
MR.762
payment of the Note Assumed pursuant to an assumption agreement of even date herewith.
A.     Granting Clause
For value received and to secure Grantor's assumption of the Note Assumed, Grantor               v
conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the        0
Property, subject to the Other Exceptions to Conveyance and Warranty. If Grantor performs all           L
the covenants of the Note Assumed and if Beneficiary has not filed ofrecord a notice of
advancement (see paragraph C.3. below), a release of the TCB Deed of Trust will release this
deed of.trust to secure assumption.
1
B.     Grantor's Obligations                                                                            2
5
Grantor agrees to-                                                                               9
B.l.    perform all the covenants of the Note Assumed; and
B.2.    notify Beneficiary and Lender of any change of address.
C.     Beneficiary's Rights                                                                             p
G
C. l. Beneficiary may appoint in writing a substitute trustee, succeeding to all rights
and responsibilities of Trustee.
C. 2.   If Grantor fails to perform any of Grantor's obligations under the Note Assumed,         0      i
Beneficiary or Guarantor may perform those obligations, advance funds required, and then be             3      !
I
reimbursed by Granter on demand for any amounts so advanced, including attorney's fees, plus            6      I
interest on those amounts from the dates of payment at the highest legal rate. The amount to be         5      ·1
reimbursed will be secured by this deed of trust to secure assumption.
i
C.3.    Beneficiary may file a sworn notice of such advancement in the office of the
county clerk in the county in which the Property is located. The notice wm detail the dates,
amounts, and purposes of the amounts advanced to perform Grantor's obligations under the Note
Assumed and will include the legal description of the Property.
C. 4. If Grantor fails on demand to reimburse Beneficiary or Guarantor for the amounts
advanced and such failure continues after Beneficiary gives Grantor notice of the failure and the
time within which it must be cured, to the extent required by law or by written agreement,
Beneficiary may-
a.      exercise Beneficiary's rights with respect to rent under the Texas Property
Code as then in effect;
b.      direct Trustee to foreclose this lien, in which case Beneficiary or
Beneficiary's agent will cause notice of the foreclosure sale to be given as
provided by the Texas Property Code as then in effect; and
c.      purchase the Property at any foreclosure sale by offering the highest bid
2
MR.763
I   l
and then have the bid credited to 1he amount owed to Beneficiary.
D.     Trustee's Rights and Duties
If directed by Beneficiary to foreclose this lien, Trustee will-                                  v
0
D.1. either personally or by agent give notice of the foreclosure sale as required by this
L
deed of trust to secure assumption and the Texas Property Code as then in effect;
D.2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash
with a general warranty binding Granter, subject to the Prior Lien and to the Other Exceptions to        1
Conveyance and Warranty and without representation or warranty, express or implied, by                   2
Trustee;                                                                                                 5
9
D.3.    from the proceeds of the sale, pay, in this order-
a.      expenses of foreclosure, including a reasonable commission to Trustee;
b.      to Beneficiary, the full amount advanced, attorney's fees, and other
charges due and unpaid;                                                           p
c.
G
any amounts required by law to be paid before payment to Grantor; and
d.      to Granter, any balance; and
0
D.4.     be indemnified, held harmless, and defended by Beneficiary against all costs,            3
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the          6
trust created by this deed of trust to secure assumption, which includes all court and other costs,      6
including attorney's fees, incurred by Trustee in defense of any action or proceeding taken
against Trustee in that capacity.
E.      General Provisions
E.1.   If any of the Property is sold under this deed of trust to secure assumption,
Grantor must immediately surrender possession to the purchaser. If Granter does not, Grantor
will be a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
E.2.   Recitals in any trustee's deed conveying the Property will be presumed to be true.
E.3.     Proceeding under this deed of trust to secure assumption, filing~uit for
foreclosure, or pursuing any other remedy will not constitute an election of remedies.
E.4. This lien will be superior to liens later created even if Beneficiary has made no
advancements when later liens are created.
E.5.    If any portion·ofthe advancements cannot be lawfully secured by this deed of
trust to secure assumption, payments will be applied first to discharge that portion.
3
MR.764
I   1
I           '   I                                                                                    I   '
E.6.     A sale of the Property under this deed of trust to secure assumption-
a.     is subject to Grantor's continuing obligation to make all payments owing
on the Note Assumed; and
v
b.     does not extinguish Trustee's right to conduct subsequent sales of the              0
Property for future Grantor defaults under this deed of trust to secure              L
assumption.
E. 7.    Grantor collaterally assigns to Beneficiary all present and future rent from the
Property and its proceeds. Grantor warrants the validity and enforceability ofthe assignment.              1
Grantor will apply all rent to payment of the Note Assumed, but if the rent exceeds the amount             2
due with-respect to the Note Assumed, Grantor may retain the excess. If a default exists in                5
payment of the Note Assumed or performance of this deed of trust to secure assumption,                     9
Beneficiary may exercise Beneficiary's rights with respect to rent under the Texas Property Code
as then in effect. Beneficiary neither has nor assumes any obligations as lessor or landlord with
respect to any occupant of the Property. Beneficiary may exercise Beneficiary's rights and
remedies under this paragraph without taking possession of the Property. Beneficiary will apply
all rent collected under this paragraph as required by the Texas Property Code as then in effect.
Beneficiary is not required to act under this paragraph, and acting under this paragraph does not
p
waive any of Beneficiary's other rights or remedies.                                                       G
E.8. Interest on the debt secured by this deed of trust to secure assumption will not
exceed the maximum amount of nonl,lsurious interest that may be contracted for, taken, reserved,           0
charged, or received under law. Any interest in excess of that maximum amount will be credited
on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or
3
permitted prepayment, any such excess will be canceled automatically as of the acceleration or
6
prepayment or, if already paid, credited on the principal of the debt or if the principal of the debt
7
1
has been paid, refunded. This provision overrides any conflicting provisions in this and all other
instruments concerning the debt.
E;9. Any action taken under this deed of trust to secure assumption will not extinguish
the rights of Beneficiaiy or Guarantor to proceed against Grantor under the indemnity contained
in the assumption agreement by which Borrower assumed the Note Assumed.
E.10. The term Beneficiary includes any mortgage servicer for Beneficiary.
E.11. When the context requires, singular nouns and pronouns include the plural.
E.12. This deed of trust to secure assumption binds, benefits, and may be enforced by
the succe.ssors in interest of all parties.
E.13. Grantor waives and surrenders to Lender (a) Grantor's power to authorize anyone
(other than Lender or Grantor) to pay ad valorem taxes on the Property and (b) Grantor's power
to authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender.
Grantor agrees and declares that any authorization from Grantor to another (other than Lender) to
pay the taxes and transfer a tax lien on the Property is void.
4
MR.765
GRANTOR:
CENTURION PECOS TERMINAL LLC,
a Texas limited li bilit
v
0
L
Title:     J'r~ 1~\:-
1
ACKNOWLEDGEMENT                                          2
5
THE STATE OF TEXAS                  §                                                             9
COUNTY OF DALLAS                    §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared      Hl>Gf'..                 UAro<..a,                of Centurion
Pecos Terminal LLC, a Texas limited liability company, known to me to be the person whose         p
name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the     G
same for the purposes and consideration expressed therein and on behalf of such company.
2016.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this            ~day of Ar~         (           0
``````~                                                                                  3
·t``"f.t'11,,   MARY KILPATRICK
/i.~'fi.t Notary Public. State of Texos                                                  6
! ..~,~).. j     MY Commission Expires                                                   8
~;#'ol'{``          July 14, 2019
~uun''"
My Commission Expires:
1/14-/ 1tii                  .
5
MR.766
I   i                               I   ,                                                                           I
Ij
Exhibit A
BEING a tract ofland located in Section 76, Block 4, H&GN Survey, Reeves County, Texas,
and being a part of a.called 496.76 GRID (496.87 Surface) acre tract of land as described in a
Deed recorded in·Volume 905, Page 155, Official Public Records, Reeves County, Te~as                   v
(0.P.R.R.C. T.), and being more particularly described as follows:                                     0
L
BEGINNING at a 5/8 inch iron rod set with cap stamped "TRANS TEXAS SURVEYING" for
the Northwest comer of said Section 76, the Southwest comer of said Section 75, the Northeast
comer of Section 77 and the Southeast comer of Section 78, said 5/8 inch iron rod set also being       1
in the intersection of County Road No. 408 and County Road No. 404;                                    2
5
TIIENCE North 58 degrees 03 minutes 46 seconds East, with the common line of said Section              9
76 and Section 75, a distance of2639.85 feet to a point in the East line of said 496.76 acre tract
from which a 1/2 inch iron rod found with cap stamped "5358 TRUJILLO" bears South 58
degrees 03 minutes 46 seconds West, a distance of 0.63 feet, also from which a 1/2 inch iron rod
found.at the Northeast comer of said Section 76, Block 4, bears North 58 degrees 03 minutes 46
seconds East, a distance of2639.85 feet;                                                                p
THENCE Bouth 32 degrees 08 minutes 23 seconds East, with the East line of said 496. 76 acre
G
tract, a distance of 3187.68 feet to a 5/8 inch iron rod set with cap stamped HTRANS TEXAS
SURVEYING" for the Southeast comer of said 496. 76 acre tract being 100 feet North of the
0
centerline of the Texas & Pacific Railroad;
3.
THENCE South 69 degrees 42 minutes 22 seconds West, with the South line of said 496.76 acre           6
tract and'l00 feet North of and parallel with the centerline of said Texas & Pacific Railroad, a       9
distance of 2697.40 feet to a point in said County Road No. 408, the West line of said Section 76
and the East line of Section 77, Block 4, from which a 60D nail found bears South 69 degrees 42
minutes 22 seconds West, a distance of 0.37 feet, also from which a 1/2 inch iron rod found for
the Southwest comer of said Section 76, Block 4, bears South 32 degrees 08 minutes 13 seconds
East, a distance of2657.42 feet;
THENCE North 32 degrees OS minutes 13 seconds West, with the West line of said 496.76 acre .
tract and with the common line of said Section 76 and said. Section 77, a distance of 2643.29 feet
to the PLACE OF BEGINNING and CONTAINING 176.659 acres of land.
6
MR.767












([KLELW³=´
MR.768
"'iC QdAn.--i,
Return fo: ·73&-                                                                        I U-i_ •PH.I~
Republic Title of Texas, Inc.                                                      FR.ED FOR RECORD
2626 Howell Street, 10th Floor ,                                                 REEVES C.O\jr.ffY, TE;t.AS
Dallas TX 75204                                                               1"\pr H, 2016 at 0-4.:;~U:Oti PM
~53·1ID
Deed of Trust to Secure Assumption
Notice of confidentiality rights: If you are a natural persont you may remove or strike any ·
or all of the following information from any instrument that transfers an interest in real
property before it is filed for record in the public records: your Social Security number or
v
your driver's license number.
0
L
Basic Information
Date:    /dqr; I    ~     , 2016                                                                             1
Grantor: CENTURION PECOS IBRMINAL LLC, a Texas limited liability company                                     1.
5
Grantor's Mailing Address: 17950 Preston Road, Suite 1080, Dallas, Texas 75252                               9
Trustee: David W. Tomek
Trustee's Mailing Address: 325 N. St. Paul Street, Suite 3300, Dallas, Texas 75201
Beneficiary: BALLENGEE INTERESTS, LLC, a Louisiana limited liability company                                 p
G
Beneficiary's Mailing Address: Two Turtle Creek, 3838 Oak Lawn Avenue, Suite 1150, Dallas,
Texas 75219
Note Assumed                                                                                                 0
3
Date: August 17, 2015                                                                                7
...,   0
Original principal amount: $1,500,000.00
Borrower: Ballengee Interests, LLC
Lender: T,exas Capital Bank, National Association
Secured by: Deed of Trust recorded as Instrument No. 15-07672 in the Real Property
Records of Reeves County, Texas (the TCB Deed of Trust)
Guarantor: James H. Ballengee
Property (including any improvements): See Exhibit A attached hereto.
Prior Lien: Other than the TCB Deed of Trust, none.
Other Exceptions to Conveyance and Warranty: All matters of record affecting the Property.
Consideration: For $10 and other good and valuable consideration, Grantor has assumed
payment of the Note Assumed pursuant to an assumption agreement of even date herewith.
EXHIBIT
I I
MR.769
A.     Granting Clause
For value received and to secure Grantor's assumption of the Note Assumed, Grantor
conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the
Property, subject to the Other Exceptions to Conveyance and Warranty. If Grantor performs all           v
the covenants of the Note Assumed and if Beneficiary has not filed of record a notice of                0
advancement (see paragraph C.3. below), a release of the TCB Deed of Trust will release this            L
deed of trust to secure assumption.
B.     Grantor's Obligations
1
Grantor agrees to--                                                                              1
5
B.1.    perform all the covenants of the Note Assumed; and                                       9
B.2.    notify Beneficiary and Lender of any change of address.
C.     Beneficiary's Rights
C. I.   Beneficiary may appoint in writing a substitute trustee, succeeding to all rights        p
and responsibilities of Trustee.
G
C.2. If Grantor fails to perform any of Grantor's obligations under the Note Assumed,
Beneficiary or Guarantor may perform those obligations, advance funds required, and then be
reimbursed by Grantor on demand for any amounts so advanced, including attorney's fees, plus            0
interest on those amounts from the dates of payment at the highest legal rate. The amount to be         3
reimbursed will be secured by this deed of trust to secure assumption.                                  7
1
C.3.    Beneficiary may file a sworn notice of such advancement iri the office of the
county clerk in the county in which the Property is located. The notice will detail the dates,
amounts, and purposes of the amounts advanced to perform Grantor's obligations under the Note
Assumed and will include the legal description of the Property.
C.4. If Grantor fails on demand to reimburse Beneficiary or Guarantor for the amounts
advanced and such failure continues after Beneficiary gives Grantor notice of the failure and the
time within which it must be.cured, to the extent required by law or by written agreement,
Beneficiary may-
a.      exercise Beneficiary's rights with respect to rent under the Texas Property
Code as then in effect;
b.      direct Trustee to foreclose this lien, in which case Beneficiary or
Beneficiary's agent will cause notice of the foreclosure sale to be given as
provided by the Texas Property Code as then in effect; and
c.      purchase the Property at any foreclosure sale by offering the highest bid
and then have the bid credited to the amount owed to Beneficiary.
2
MR.770
. i   ',.
D.     Trustee's Rights and Duties
If directed by Beneficiary to foreclose this lien, Trustee will-
D.J.     either personally or by agent give notice of the foreclosure sale as required by this                v
deed of trust to secure assumption -and the Texas Property Code as then in effect;                                   0
D.2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash
L
with a general warranty binding Granter, subject to the Prior Lien and. to the Other Exceptions to
Conveyance and Warranty and without representation or warranty, express or implied, by
Trust~e;                                                                                                             1
2
D.3.      from the proceeds of the sale, pay, in this order-                                                  5
a.     expenses of foreclosure, including a reasonable commission to Trustee;
9
b.     to Beneficiary, the full amount advanced, attorney's fees, and other
charges due and unpaid;
c.     any amounts required by law to be paid before payment to Grantor; and                        p
d.     to Granter, any balance; and
G
,,..   D.4. be indemnified, held harmless, and defended by Beneficiary against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the                       0
trust created by this deed of trust to secure assumption, which includes all court and other costs,                   3
including attorney's fees, incurred by Trustee in defense of any action or proceeding taken                           7
against Trustee in that capacity.
..2
E.      General Provisions
E.1. If any of the Property is sold under this deed of trust to secure assumption,
Grantor must immediately surrender possession to the purchaser. lfGrantor does not, Grantor
will be a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
E.2.      Recitals in any trustee's deed conveying the Property will be presumed to be true.
E.3. Proceeding under this deed of trust to secure assumption, filing suit for
foreclosure, or pursuing any other remedy will not constitute an election of remedies.
E.4. This lien will be superior to liens later created even if Beneficiary has made no
advancements when later liens are created.
E. 5. If any portion of the advancements cannot be lawfully secured by this deed of
trust to secure assumption, payments will be applied first to discharge that portion.
E. 6.·   A sale of the Property under this deed of trust to secure assumption-
3
MR.771
a.      is subject to Grantor's continuing obligation to make all payments owing
on the Note Assumed; and
b.      does not extinguish Trustee's right to conduct subsequent sales of the
Property for futtire Grantor defaults under this deed of trust to secure             v
assumption.                                                                         0
L
E. 7.    Grantor collaterally assigns to Beneficiary all present and future rent from the
Property and its proceeds. Grantor warrants the validity and enforceability of the assignment.
Grantor will apply all rent to payment of the Note Assumed, but ifthe rent exceeds the amount
due with respect to the Note Assumed, Grantor may retain the excess. If a default exists in                1
payment of the Note Assumed or performance of this deed of trust to secure assumption,                     2
Beneficiary may exercise Beneficiary's rights with respect to rent under the Texas Property Code           5
as then in effect. Beneficiary neither has nor assumes any obligations as lessor or landlord with          9
respect to any occupant of the Property. Beneficiary may exercise Beneficiary's rights and
remedies under this paragraph without taking possession of the Property. Beneficiary will apply
all rent collected under this paragraph as required by the Texas Property Code as then in effect.
Beneficiary is not required to act under this paragraph, and acting under this paragraph does not
waive any of Beneficiary's other rights or remedies.                                                       p
E. 8.   Interest on the debt secured by this deed of trust to secure assumption will not           G
exceed the maximum amount of nonusurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be credited
on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or       0
permit;ted prepayment, any such excess will be canceled automatically as of the acceleration or            3.
prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt     1
has been paid, refunded. This provision overrides any conflicting provisions in this and all other
3
instruments concerning the debt.
E.9.    Any action taken under this deed of trust to secure assumption will not extinguish
the rights of Beneficiary or Guarantor to proceed against Grantor under the indemnity contained
in the assumption agreement by which Borrower assumed the Note Assumed.
E.10. The term Beneficiary includes any mortgage servicer for Beneficiary.
E.11. When the context requires, singular nouns and pronouns include the plural.
E.12. This deed of trust to secure assumption binds, benefits, and may be enforced by
the successors in interest of all parties.
E.13. Grantor waives and surrenders to Lender (a) Grantor's power to authorize anyone
(other than Lender or Granter) to pay ad valorem taxes on the Property and (b) Grantor's power
to authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender.
Granter agrees and declares that any authorization from Grantor to another (other than Lender) to
pay the taxes and transfer a tax lien on the Property is void.
4
MR.772
GRANTOR:
CENTURION PECOS TERMINAL LLC,
a Texas limited li b' ,.itY company
v
By:                                                                                                  0
L
Name:-""'......_,=--....._~"4"::...._``````~
Title:   Yrc.-~ =---'·
Title: -------"S..-J``f..y:.@------
..
NEW BORROWER:
CENTURION PECOS TBRMJNAL LLC,
· 1.?itompany
{//"
ORIGINAL HORROWBR:
ASSUMPTION AGREEMENT- Page S-1
MR.784
STATE OF 'rEXAS           §
§
COUNTY OF I)ALLAS         §
'!'his  ina~ment wq,AC~N?WLEOG£D                    IA/ft.
before me on th.1 e      /}p_t/ / _..
day of
2016. by . k&;btl        b.5rn
fLlt_ ....---···----'. the    ,::417!r _ ·         or
TEXAS CAPITAL BANK, NATIONAL ASSOCIATI_ON, a national banking association, on
behalf ofthe bank.
[SEAL]
STATE OF TEXAS            §.'                         :·\        YVONNE' EATON
,                           l•j   My No~ry ID# 11355892
COUNTY OF DALLAS
§
§
'.~
•
Ex I $ . 1· b 1s· 20
Pres ep em er ' 18
.    This irtstrtnnen:t wa\GCKNOWLEDGED before me on    t~e ittn·  day of  Apt.;11 _L
2016; by . .J't\ffll~        (JI.,, . ----~--~---···-~---· the
r t5 - ····--·-- " . of
CENTURION J>ECOS TtRMINAL LLC, a ' rexas limited liability company, on behalf of the
company.
[S E AL]
M~r;r;q .,,,.a,
STATg OF TEXAS             §
§
COUNTY OF DALLAS           §
'this iristrum~nt wa.~ ACKNOWLEDGED before me on the l~ day Qf       ftptii I _ ,
2016; by James H. Ballengee, the Manager of UALLENGl~E INTERES1l'S, ILC, a Louisiarta
limited liability company, l-in behalf of the compruiy.
[SEAL]
My Commissfon:Expires:
__J~fJ.~J~---
[SEAL]
ASSUMPTION AGREEMENT - Page S-2
MR.785
EXHIBIT "A"
Property Descrii>tion
BEING a tract of land located in Section 76, Block 4, H&GN Survey, Reeves County, Texas,
and being a part ofa called 496.76 GRID (496.87 Surface) acre tract ofland as described in a
Deed recorded in Volume 905, Page 155, Official Public Records, Reeves County, Texas
(O.P,R.R.C.T.), and being more particularly described as follows:
BEGINNING at a 5/8 inch iron rod set with cap stamped "TRANS TEXAS SURVEYING" for
the Notthwest corner of said Section 76, the Southwest corner of said Section 75, the Northeast
corner of Section 77 and the Southeast corner of Section 78, said 5/8 inch iron rod set also being
in the intersection of County Road No. 408 and County Road No. 404;
THENCE North 58 degrees 03 minutes 46 seconds East, with the common line of said Section
76 and Section 75, a distance of 2639.85 feet to a point in the East line of said 496.76 acre tract
from which a 112 inch iron rod found with cap stamped "5358 TRUJILLO" bears South 58
degrees 03 minutes 46 seconds West, a distance of 0.63 feet, also from which a 1/2 inch iron rod
found at the Northeast corner of said Section 76, Block 4, bears North 58 degrees 03 minutes 46
seconds East, a distance of2639.85 feet;
THENCE South 32 degrees 08 minutes 23 seconds East, with the East line of said 496.76 acre
tract, a distance of 3187 .68 feet to a 5/8 inch iron rnd set with cap stamped "TRANS TEXAS
SURVEYING" for the Southeast corner of said 496.76 acre tract being 100 feet North of the
centerline of the Texa~ & Pacific Railroad;
THENCE South 69 degrees 42 minutes 22 seconds West, with the South line of said 496.76 acre
tract and 100 feet North of and parallel with the centerline of said Texas & Pacific Railroad, a
distance of2697.40 feet to a point in said County Road No. 408, the West line of said Section 76
and the East 1ine of Section 77, Block 4, from which a 60D nail found bears South 69 degrees 42
minutes 22 seconds West, a distance of0.37 feet, also from which a 1/2 inch iron rod found for
the Southwest corner of said Section 76, Block 4, bears South 32 degrees 08 minutes 13 seconds
East, a distance of2657.42 feet;
of
THENCE No1th 32 degrees 08 minutes 13 seconds West, with the West line said 496~ 76 acre
tract and with the common line of said Section 76 and said Section 77, a distance of2643.29 feet
to the PLACE OF BEGINNING and CONTAINING 176.659 acres of land.
EXHIBIT "A", Property Description - Solo Page
MR.786












([KLELW³%%´
MR.787
ASSUMPTION AGREEMENT
This ASSUMPTION AGREEMENT ("Agreement11 ) is made as of
2016 (the "Effective Date") by and among TEXAS CAPITAL BANK, NATIONAL
{o,.f _.,:\
,
ASSOCIATION, a national banking association ("Lender"), BALLENGEE INTERESTS, LLC,
a Louisiana limited liability company ("Original Borrower"), and CENTURION PECOS
TERMINAL LLC, a Texas limited liability company ("New Borrower").
RECITALS
A.      On August 17, 2015, Lender made     a loan ("Loan11 ) to Original Borrower, in the
amount of $1,500,000.00) ("Loan Amount");
B.     Lender and Original Borrower executed a Business Loan Agreement ("Loan
Agreement") dated August 17, 2015 pertaining to the Loan;
C.     Original Borrower executed and delivered to Lender a Promissory Note (the
"Note") dated August 17, 2015, payable to the order of Lender in the amount of and evidencing
the Loan;
D.     New Borrower executed and delivered a Deed of Trust dated of even date with the
Note to John Hudgens, as trustee, for the benefit of the Lender, recorded as Instrument No. 15-
07672 in the Real Property Records of Reeves County, Texas (as same may have been heretofore
amended or extended, the "Deed of Trust") covering the land described in Exhibit ''A" attached
hereto and incorporated in this Agreement for all purposes, together with all improvements,
appmtenances, other properties (whether real or personal), rights and interests described in and
encumbered by the Deed of Trust ("Mortgaged Property"), to secure the payment of the Note and
performance by Original BotTOwer of the other obligations set forth in the Note and the Loan
Agreement; and
E.     Original Borrower caused James Ballengee ("Guarantor") to execute and deliver
to Lender a Commercial Guaranty (the ''Guarnnty") of even date with the Note;
F.       New Borrower wishes to assume all of Original Borrower's obligations,
responsibilities, duties, liabilities and costs under the Note and the Loan Agreement.
NOW, THEREFORE, for and in consideration ofthe premises and the mutual covenants
and agreements contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, Lender, New Borrower and Original
Borrower agree as follows:
l.      Assumption and Indemnity by New Borrower; No Release of Original Borrower
or Guarantor. New Borrower assumes and agrees to pay to Lender when due all sums now due
and owing or which hereafter become due and owing under the Note and the Loan Agreement
and agrees to petform all of Original Borrower's obligations under and be bound by all of the
provisions of the Note and the Loat:i Agreement as if New Borrower was the original obligor
thereunder (the 11 Assumption 11 ). New Borrower will indemnify Original Borrower or Guarantor,
EXHIBIT
ASSUMPTION AGREEMENT - Page t
3
MR.788
as the case may be, for and against any amounts required by Lender to be paid by Original
Borrower or Guarantor, as the case may be, under the Note or the Loan Agreement from and
after the Effective Date. Original Borrnwer is expressly not released from any liability under the
Note or the Loan Agreement and Guarantor is expressly not released from any liability under the
Guaranty as a result of the Assumption.
2.     Consent to Deed of Trust to Secure Assumption. In order to secure the
Assumption, New Borrower will grant in favor of Original Borrower a deed of trust ("CPT Deed
of Trust") covering the Mortgaged Property and securing New Borrower's obligations under the
Assumption, which CPT Deed of Trust will be expressly subordinate to the Deed of Trust.
Lender consents to the grant by New Borrower of the CPT Deed of Trust and Lender expressly
acknowledges that no Event of Default (as defined in the Loan Agreement) will arise as a result
of the grant by New Borrower of the CPT Deed of Trust.
3.     Release of Lender by Original Borrower. Original Borrower does, by its
execution of this Agreement, RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE
Lender and its agents, servants, officers, directors, shareholders, partners, representatives,
attorneys, and all other persons, natural or corporate, in privity with it from any and all claims,
damages, demands, actions, causes of action and liability which Original Borrower has or may
have against Lender, known or unknown, now existing or that may hereafter arise, directly or
indirectly, of every kind and character, and liability (i) arising out of or in relation to the Loan,
the documents evidencing and securing the Loan (collectively, the "Loan Documents"), or the
Mortgaged Property whether now or hereafter existing; (ii) arising out of or in relation to the
Loan, the Loan Documents, or the Mortgaged Property under or pursuant to common or statutory
law, rules or regulations including, but not limited to, state and/or federal law (including but not
limited to all usury and environmental laws); (iii) for or because of any and all acts, matters or
things done or omitted prior to the Effective Date that relate to any and all claims of any kind or
character relating to both the Loan, the Loan Documents, or the Mortgaged Property, or
otherwise, growing out of or in any way connected with or resulting from conduct,
representations, acts. actions, or omissions in connection with any breach of fiduciary duty, sole
or concurrent negligence, bad faith, malpractice, intentional or negligent infliction of mental
distress, tortious interference with contractual relations, tortious interference with corporate or
partnership governance or prospective business advantage, breach of contract, deceptive trade
practices, injury to any person or entity of whatever nature, and libel or slander (without
admitting or implying that any such claim exists or has any validity); and (iv) arising out of or
attributable to any and all conduct, representations, acts, matters, or things done, omitted, or
supposed to be done by Lender prior to the Effective Date.
4.      Current Note Balance. Original Borrower and New Borrower acknowledge and
agree that the current outstanding principal balance of the Note is $1,500.000.00.
5.     Representations and Consideration. Original Borrower and New Borrower each
represent and warrant to Lender that no Event of Default, breach or failure of condition has
occurred, or would exist with notice or the lapse of time or both, under any of the Loan
Documents, and that all of their respective representations and warranties in this Agreement and
in the other Loan Documents (as applicable) are true and correct as of the Effective Date (after
giving effect to this Agreement). Without in any way limiting any other provision of this
ASSUMPTION AGREEMENT - Page 2
MR.789
Agreement, New Borrower expressly represents and warrants that, as of the Effective Date and
continuing hereafter, each and every representation and warranty in all of the Loan Documents
as it relates to the "borrower" are true, correct and complete as it relates to New Borrower from
and after the Effective Date. Original Borrower, New Borrower and Guarantor each agree,
acknowledge and represent that (a) they have requested that Lender enter into this Agreement for
their mutual benefit and financial accommodations, (b) Guarantor is a direct or indirect owner of
Original Borrower and New Borrower, (c) Lender's entering into this Agreement is of value to
Original Borrower, New Borrower and Guarantor, (d) in the absence of Original Borrower's,
New Borrower's and Guarantor's agreements and undertakings under this Agreement, Lender
would not enter into this Agreement, and (e) Original Borrower, New Borrower and Guarantor
are receiving good and valuable consideration, the receipt, adequacy and sufficiency of which is
acknowledged, as a result of and in exchange for Lender's entering into this Agreement.
6.    Knowledge. New Borrower warrants that New Borrower has personal knowledge
of all terms and conditions of the Note and the Loan Agreement, and further agrees that Lender
has no obligation or duty to provide any information to New Borrower regarding the terms and
conditions of those documents.
7.      Conditions Precedent. As a condition precedent to the effectiveness of the terms
and provisions of this Agreement, the following conditions must have been satisfied to the
reasonable satisfaction of Lender:
(a)    Lender has received: (i) the executed original of this Agreement; and (ii)
any other documents and agreements that are required pursuant to this Agreement or that
Lender has requested pursuant to this Agreement or the Loan Documents.
(b)     Reimbursement to Lender of Lender's costs and expenses incurred in
connection with this Agreement and the transactions contemplated by this· Agreement,
including, without limitation, title insurance costs, recording fees, attorneys' fees,
appraisal, and documentation costs and charges, whether such services are furnished by
Lenderis employees or agents or independent contractors.
8.     Acknowledgment by New Borrower. Except as otherwise specified in this
Agreement, the terms and provisions of this Agreement in no manner impair, limit, restrict or
otherwise affect the obligations of New Borrower or any third party to Lender, as evidenced by
the Loan Documents. New Borrower acknowledges, agrees and represents that from and after
the Effective Date (i) New Borrower is indebted to Lender pursuant to the terms of the Note; (ii)
the liens, security interests and assignments created and evidenced by the Loan Documents are,
respectively, valid and subsisting liens, security interests and assignments of the respective
dignity and priority recited in the Loan Documents; (iii) there are no claims or offsets against, or
defenses or counterclaims to, the terms or provisions of the Loan Documents, and the other
obligations created or evidenced by the Loan Documents; (iv) New Borrower has no claims,
offsets, defenses or counterclaims arising from any of Lender's acts or omissions with respect to
the Mortgaged Property, the Loan Documents or Lender's performance under the Loan
Documents or with respect to the Mortgaged Property; and (v) Lender is not in default and no
event has occurred which, with the passage of time, giving of notice, or both, would constitute a
ASSUMPTION AGREEMENT- Page 3
MR.790
default by Lender of Lender's obligations under the terms and provisions of the Loan
Documents.
9.      Joinder of Guarantor. By his execution of this Agreement, Guarantor (i)
acknowledges and consents to the terms and provisions of this Agreement, (ii) ratifies and
confirms the Guaranty, including all interest and costs of collection, to and for the benefit of
Lender, (iii) agrees that the Guaranty is and remains in full force and effect, (iv) acknowledges
that there are no claims or offsets against, or defenses or counterclaims to, the terms and
provisions of and the obligations created and evidenced by the Guaranty (v) certifies that the
representations and warranties contained in the Guaranty remain true and correct representations
and warranties of Guarantor as of the Effective Date, and (vi) acknowledges that Lender has
satisfied and performed its covenants and obligations under the Loan Documents (if any), and
that no prior action or failure to act by or on behalf of Lender has or will give rise to any cause of
action or other claim against Lender for breach of the Loan Documents or otherwise.
10.    No Waiver of Remedies. Except as may be expressly set forth in this Agreement,
nothing contained in this Agreement will prejudice, act as, or be deemed to be a waiver of any
right or remedy available to Lender by reason of the occurrence or existence of any fact,
circumstance or event constituting an Event of Default under the Loan Documents.
11.    Notices. Any notices or other communications required or permitted under this
Agreement or the Loan Documents must be provided in accordance with the requirements
therefor as set forth in the Loan Documents; provided, however, from and after the Effective
Date the addresses of Original Borrower and New Borrower are as follows:
Original Borrower:     Two Turtle Creek
3838 Oak Lawn Avenue, Suite 1150
Dallas, Texas 75219
New Borrower:          17950 Preston Road, Suite 1080
Dallas, Texas 75252
12.    Additional Documentation. From time to time, New Borrower will execute or
procure and deliver to Lender such other and further documents and instruments evidencing,
securing or pertaining to the Loan or the Loan Documents as shall be reasonably requested by
Lender so as to evidence or effect the terms and provisions of this Agreement. New Borrower
and/or Original Borrower will furnish to Lender a true and correct copy of the recorded CPT
Deed of Trust within three (3) days of execution of same, and will furnish Lender with the
recording reference for the CPT Deed of Trust within three (3) days of the recording of same. In
addition, Original Borrower will immediately notify Lender of any steps or actions that it may
take to (a) accelerate any indebtedness which is owed by New Borrower to Original Borrower
and secured by the CPT Deed of Trust or (b) foreclose the lien evidenced by the CPT Deed of
Trust.
13.     Effectiveness of the Loan Documents. Each of the terms and provisions of the
Loan, Loan Documents, Deed of Trust and Guaranty are ratified and confirmed by each of the
parties hereto, and shall remain in full force and effect.
i'
;
ASSUMPTlON AGREEMENT - Page 4
MR.791
14.  Governing Law, Venue, Waiver of Jury and Waiver of Certain Damages. THE
TERMS AND PROVISIONS OF THIS AGREEMENT ARE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
THIS AGREEMENT IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE
PERFORMED, IN THE STATE OF TEXAS, AND THE LAWS OF SUCH STATE AND OF THE
UNITED STATES SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES HERETO
AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF
THIS AGREEMENT, EXCEPT TO THE EXTENT OTHERWISE SPECIFIED HEREIN. THIS
AGREEMENT IS PERFORMABLE IN DALLAS COUNTY, TEXAS. VENUE OF ANY
LITIGATION INVOLVING THIS AGREEMENT SHALL BE MAINTAINED IN AN
APPROPRIATE STATE OR FEDERAL COURT LOCATED IN DALLAS COUNTY, TEXAS,
TO THE EXCLUSION OF ALL OTHER VENUES. NOTHING HEREIN SHALL AFFECT OR
LIMIT THE RIGHT OF BANK TO BRING ANY ACTION OR PROCEEDING AGAINST
ORIGINAL BORROWER, NEW BORROWER OR GUARANTOR WITH RESPECT TO ANY
OF ORIGINAL BORROWER'S OR NEW BORROWER'S OR GUARANTOR'S PROPERTY IN
COURTS IN OTHER JURISDICTIONS. ORIGINAL BORROWER, NEW BORROWER AND
GUARANTOR ACKNOWLEDGE THAT THESE WAIVERS ARE A MATERIAL
INDUCEMENT TO BANK'S AGREEMENT TO ENTER INTO THIS AGREEMENT, THAT
BANK IS RELYING ON THESE WAIVERS AND WILL CONTINUE TO RELY ON EACH OF
THESE WAIVERS IN RELATED FUTURE DEALINGS. THE WAIVERS IN THIS SECTION
ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY
OR IN WRITING, AND THESE WAIVERS APPLY TO ANY FUTURE RENEWALS,
EXTENSIONS, AMENDMENTS, MODIFICATIONS, OR REPLACEMENTS IN RESPECT OF
THE APPLICABLE LOAN DOCUMENTS. IN CONNECTION WITH ANY LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORIGINAL BORROWER,
NEW BORROWER AND GUARANTOR HEREBY IRREVOCABLY AND EXPRESSLY WAIVE
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF BANK IN THE
NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF. BORROWER AND
BANK AGREE THAT, IN CONNECTION WITH ANY ACTION~ SUIT OR PROCEEDING
RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, EACH MUTUALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECULATIVE
DAMAGES.
15.  Time. Time is of the essence in the performance of the covenants contained in
this Agreement and in the Loan Documents.
16.     Binding Agreement. This Agreement is binding upon the successors and assigns
of the parties; provided, however, the foregoing will not be deemed or construed to (i) permit,
sanction, authorize or condone the assignment of all or any part of the Mortgaged Property or
any of New Borrower's rights, titles or interests in and to the Mortgaged Property or any rights,
titles or interests in and to New Borrower, except as expressly authorized in the Loan
Documents, or (ii) confer any right, title, benefit, cause of action or remedy upon any person or
entity not a party hereto, which such party would not or did not otherwise possess.
ASSUMPTION AGREEMENT - Page 5
MR.792
l 7.    Headings. The section headings of this Agreement are inserted for convenience
of reference only and in no way alter, amend, define or be used in the construction or
interpretation of the text of such section.
18.   Construction. Whenever the context of this Agreement so requires, reference to
the singular includes the plural and likewise, the plural includes the singular; words denoting
gender will be construed to mean the masculine, feminine or neuter, as appropriate; and specific
enumeration will not exclude the general, but will be construed as cumulative of the general
recitation.
19.     Severability. If any clause or provision of this Agreement is or should ever be
held to be illegal, invalid or unenfor~eable under any present or future law applicable to the
terms of this Agreement, then and in that event, it is the intention of the parties that the
remainder of this Agreement not be affected thereby, and that in lieu of each such clause or
provision of this Agreement that is illegal, invalid or unenforceable, such clause or provision will
be judicially construed and interpreted to be as similar in substance and content to such illegal,
invalid or unenforceable clause or provision, as the context of this Agreement would reasonably
suggest, so as to thereafter be legal, valid an·d enforceable.
20,     Counterparts. To facilitate execution, this Agreement may be executed in as
many counterparts as may be convenient or required. It is not necessary that the signature and
acknowledgment of, or on behalf of, each party, or that the signature and acknowledgment of all
persons required to bind any party, appear on each counterpart. All counterparts collectively
constitute a single instrument. It is not necessary in making proof of this Agreement to produce
or account for more than a single counterpart containing the respective signatures and
acknowledgment of, or on behalf of, each of the parties. Any signature and acknowledgment
page to any counterpart may be detached from such counterpart without impairing the legal
effect of the signatures and acknowledgments thereon and thereafter attached to another
cmmterpart identical thereto except having attached to · it - additional ·signature and ·
acknowledgment pages.
21. ENTIRE AGREEMENT.     THIS AGREEMENT AND THE OTHER
DOCUMENTS, IF ANY, HEREIN REQUIRED TO BE EXECUTED REPRESENT THE
FINAL AGREEMENT OR AGREEMENTS BETWEEN THE PARTIES AS TO THE
SUBJECT MATTER OF THIS AGREEMENT AND THEREOF, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES~       THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.             THIS
INSTRUMENT MAY BE AMENDED ONLY BY AN INSTRUMENT IN WRITING
EXECUTED BY THE PARTIES.
[Signatures on following page.]
ASSUMPTION AGREEMENT - Page 6
MR.793
EXECUTED as of the date first above written.
LENDER:
TEXAS CAPITAL BANK, NATIONAL
ASSOCIATION, a national banking association
~;;,,,,
Title:
4'j,.      ~llf
f. jj!!J.ft
NEW BORROWER:
By:+-4"--::-.-+--"-- -T+---t.,,------
Nan~·~"'-"'-'-"""<"'"-+--'-J.l<..;:o:;.:..,_ _ _ _ __
Title: -4-1-M2....l.6ij,!,,"'+-``-----
ASSUMPTION   AGREEMENT~       Pi1gc S· l
MR.794
STATE OF TEXAS                                                  §
§
COUNTY OF DALLAS                                                §
This          ins~n cnt was A '!(NOV{LEDGED before me on theA.,._/j; day of JfJ/lL!____,.
1016, hy -··-·-·-·-·               .eJ.til.f.. .:. · : ~ ~'f        the _ci~
,                        . --.-·--of
TEXAS CAPl AL BANK, NATIONAL ASSOCIATION, a national banking association, on
behalf of the bank.
(SEAL]
My Commission Expires:
(.6¥f/ft?Ol?.___
STATE OF TEXAS                                                  §
§
COUNTY OF DALLAS                                               §
This instrument               before inc on the'l~h~KNOWLEDGED
of                        ~day Ap~· l ,
2016, by~.-..--~--..,-----               the .. .PYts      . -·- .              of
CENTURION PECOS TERMINAL LLC, a Texas limited liability company, 011 behalf of the
company~
[SEAL]
MyC[mJmtion Expires:
_]__, _l``.-.I~------·- -·-
STATE OF TEXAS                                                 §
§
COUNTY OF DALLAS                                               §
This instrli1rtei1t was ACKNOWLEDGED h1Jforc me 011 the.   day of                     I~-                 A:pttj I ,
2016, by James H. Bal IC1Jgec, the. Manager of BAL.LENGEE INTERESTS, LLC, a Louisiana
limitcdJiability c01npatty, on hehalfofthe company.
!SEAL]
:i~fiq Expire'
MARY KILPATRICK
Notary Public, Slate of Texas
STATE OF TEXAS                                                     §            My Commission Expires
§                   July 14, 2019
COUNTY OF DALLAS                                                   §   ;.;;. . •~;;;;;;;;;o;;iiii"'iii;;;;;;;;;;;;:iiiimj~
This instrument was ACKNOWLEDQED before me on the
2016, by JAM'ESH. BALLENGEE.
.L. ____,day of~-+--~-+-
[SEAL]
My f'°'"'!~on Expire><.
1·•14' ·. •.
.......--   ..   .......   .    ..   .....·-·- --·--·•-"'"'                                        1
~1LPATIUCK
\ Notary Public. Stole of Texas
= My Commission Exphes
July 14,2019
ASSUMPTION AGREEMENT - Page S-2
MR.795
EXHIBIT "A"
P1·operty Desc1·i.,tion
BEING A TRACT OF LAND LOCATED IN SECTIONS 73 AND 76, BLOCK 4, H&GN
RAILROAD COMPANY SURVEY, REEVES COUNTY, TEXAS, AND BEING COMPOSED
OF THE FOLLOWING: A PART OF A CALLED 84.2 ACRE TRACT OF LAND AS
DESCRIBED IN A DEED RECORDED IN VOLUME 860, PAGE 82, OFFICIAL PUBLIC
RECORDS, REEVES COUNTY, TEXAS (O.P.R.R.C.T.); A PART OF THE NORTHWEST
QUARTER OF SAID SECTION 73 AS DESCRIBED IN A DEED RECORDED IN VOLUME
825, PAGE 784 OF SAID 0.P.R.R.C.T.; AND ALL OF A CALLED 109.58 ACRE TRACT OF
LAND AS DESCRIBED IN A DEED RECORDED IN VOLUME 1080, PAGE 17 OF SAID
O.P.R.R.C.T., AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A 5/8" IRON ROD FOUND WITH CAP STAMPED "TRANS TEXAS
SURVEYING" IN THE NORTH LINE OF THE T&P RAILROAD COMPANY RfGHT-OF-
WAY AT THE SOUTHWEST CORNER OF THE SAID 109.58 ACRE TRACT AND THE
SOUTHEAST CORNER OF THAT 176.659 ACRE TRACT OF LAND AS DESCRIBED IN A
DEED RECORDED IN INST. No. 14-03664 OF SAID O.P.R.R.C.T. FOR THE SOUTHWEST
CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE N 32°08'23" W, WITH THE WEST LINE OF THE SAID 109.58 ACRE TRACT
AND THE EAST LINE OF THE SAID 176.659 ACRE TRACT, A DISTANCE OF 1537.04
FEET TO A POINT FOR THE NORTHWEST CORNER OF THE SAID 109.58 ACRE TRACT
AND THE SOUTHWEST CORNER OF THAT 100.00 ACRE TRACT OF LAND
DESCRIBED AS A SA VE AND EXCEPT TRACT IN A DEED RECORDED IN VOLUME
1006, PAGE l OF SAID 0.P.R.R.C.T. FOR THE MOST SOUTHERLY NORTHWEST
CORNER OF THE HEREIN DESCRIBED TRACT FROM WHICH A 1/2" IRON ROD
FOUND WITH CAP STAMPED "TRUJlLLO RPLS 5358" BEARS S 58°03'30" W A
DISTANCE OF 0.91 FEET;
THENCE N 58°03'30" E, WITH THE NORTH LINE OF THE SAID 109.58 ACRE TRACT
AND THE SOUTH OF THE SAID 100.00 ACRE TRACT, AT A DISTANCE OF 2639.42
FEET PASSING A 1/2" IRON ROD FOUND WITH CAP STAMPED "TRUJILLO RPLS
5358", IN ALL A TOTAL DISTANCE OF 2639.92 FEET TO A POINT IN THE COMMON
LINE ·OF SAID SECTION 76 AND SAID SECTlON 73 FOR THE NORTHEAST CORNER
·OF THE SAID 109.58 ACRE TRACT AND THI~ SOUTHEAST CORNER OF THE SAID
l00.00 ACRE TRACT, BEING ALSO THE SOUTHWEST CORNER OF A 20.000 ACRE
TRACT OF LAND TI-llS DATE SURVEYED;
THENCE CROSSING THE NORTHWEST QUARTER OF SAlD SECTION 73 WlTH THE
SOUTH AND EAST LINE OF THE SAID 20.000 ACRE TRACT OF LAND THIS DATE
SURVEYED, THE FOLLOWING BEARING AND DISTANCES:
N 58°03'30" E, A DISTANCE OF 527.87 FEET TO A 5/8" IRON ROD SET WITH CAP
STAMPED "TRANS TEXAS SURVEYING" FOR THE SOUTHEAST CORNER OF THE
SAID 20.000 ACRE TRACT AND AN INTERIOR CORNER OF THE HEREIN DESCRIBED
TRACT;
N 32°08'32" W, A DISTANCE OF 1650.40 FEET TO A 5/8" IRON ROD SET WITH CAP
STAMPED 'TRANS TEXAS SURVEYING" lN THE COMMON LINE OF SAID SECTION
73 AND SECTION 74 OF SAID BLOCK 4, H&GN RAlLROAD COMPANY SURVEY AND
THE SOUTH LINE OF COUNTY ROAD NO. 404 FOR THE NORTHEAST CORNER OF
THE SAID 20.000 ACRE TRACT AND THE MOST NORTHERLY NORTHWEST CORNER
OF THE HERBIN DESCRIBED TRACT;
THENCE N 58°03'46" E, WITH THE COMMON LINE OF SAID SECTION 73 AND SAID
SECT10N 74 AND THE SOUTH LINE OF SAID COUNTY ROAD NO. 404, PASSING AT A
DISTANCE OF 2034.62 FEET A 5/8" IRON ROD SET WITH CAP STAMPED "TRANS
TEXAS SURVEYING" IN THE WEST RIGHT-OF-WAY LINE OF F.M. HIGHWAY NO.
2119, IN ALL A TOTAL DISTANCE OF 2117.21 FEET TO A POINT FOR THE
NORTHEAST CORNER OF SAID NORTHWEST QUARTER AND THE NORTHWEST
EXHIBIT "A", Property Description
MR.796
CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 73 AND FOR THE
NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT, FROM WHICH A 112"
IRON ROD FOUND WITH CAP AT THE NORTHEAST CORNER OF SAID SECTION 73
BEARS N 58°03'46'' E, A DISTANCE OF 2645.08 FEET;
THENCE S 32°08'42" E, WITH THE EAST LINE OF THE SAID NORTHWEST QUARTER
AND THE WEST LINE OF THE SAID NORTHEAST QUARTER OF SAID SECTION 73, A
DISTANCE OF 2645.36 FEET TO A POINT FOR THE FOR THE SOUTHEAST CORNER
OF THE SAID NORTHWEST QUARTER AND THE SOUTHWEST CORNER OF THE SAID
SOUTHEAST QUARTER OF SAID SECTION 73 AND BEING IN THE NORTH LlNE OF
THE SOUTH HALF OF SAID SECTION 73 AND THE NORTH LINE OF A CALLED 120
ACRE TRACT OF LAND DESCRrBED IN A DEED RECORDED IN VOLUME 122, PAGE
52 1, DEED RECORDS OF REEVES COUNTY, TEXAS FOR THE MOST NORTHERLY
SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE S 58°01'36" W, WITH THE SOUTH LINE OF THE SAID NORTHWEST
QUARTER AND THE NORTH LINE OF THE SAID 120 ACRE TRACT, A DISTANCE OF
13 .20 FEET TO A POINT FOR THE NORTHEAST CORNER OF THE SAID 84.2 ACRE
TRACT AND THE NORTHWEST CORNER OF THE SAID 120 ACRE TRACT FOR AN
INTERIOR CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE S 32°08 '42" E, WITH THE EAST LINE OF THE SAID 84.2 ACRE TRACT AND
THE WEST LINE OF THE SAID 120 ACRE TRACT A DISTANCE OF 1.61 FEET TO A
· POlNT FOR THE NORTHEAST CORNER OF A 33.000 ACRE TRACT THJS DATE
SURVEYED. AND A SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE CROSSING THE SAID 84.2 ACRE TRACT WITH THE NORTH AND WEST
LINE OF THE SAID 33.000 ACRE TRACT OF LAND THIS DATE SURVEYED, THE
FOLLOWING BEARING AND DISTANCES:
S 58°03'32" W, AT A DISTANCE OF 61.35 FEET PASSING A 1/2" IRON ROD FOUND
WCT'H CAP STAMPED "TRUJILLO RPLS 5358", AT A DISTANCE or: 61.5 1 FEET
PASSING THE WEST RIGHT-OF-WAY LINE OF SAID F.M. HIGHWAY NO. 2119, IN ALL
A TOTAL DISTANCE OF 933.83 FEET TO A 5/8' IRON ROD SET FOR THE NORTHWEST
CORNER OF THE SAID 33 .000 ACRE TRACT AND AN INTERIOR CORNER OF THE
i-IERElN DESCRIBED TRACT;
S 31°43'00" E, A DISTANCE OF 1432.68 P'EET TO-A 5/8" IRON ROD SET IN THE NORTH
LINE OF THE SAID T&P RAILROAD RIGHT-OF-WAY FOR THE SOUTHWEST CORNER
OF THE SAID 33.000 ACRE TRACT AND THE MOST SOUTHERLY SOUTHEAST
CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE S 69°42'07" W, WITH THE NORTH LINE OF THE SAID T&P RAILROAD
COMPANY RIGHT-OF-WAY, A DISTANCE OF 4421.63 FEET TO THE PLACE OF
BEGINNING AND CONTAINING 299.325 ACRES OF LAND.
EXI-HBIT "A", Property Description
MR.797












([KLELW³&&´
MR.798
Ballengee Interests; LLC
3838 Oak lawn Avenue, Suite 1150
Dallas, Texas 75219
May 25, 2016
Centurion Pecos Terminal LLC
17950 Preston Road,     Suite 1080
Dallas, Texas 75252
Via Hand Delivery
RE:      Unsecured Promissory Note dated September 16, 2014 (the ';Note") in the amount of
$1,500,000.00, issued by Centurion Pecos Terminal LLC(''CPT") to Ballengee Interests,
LLC (the "Company")
Dear Sirs:
The Company hereby delivers th is notice    of acceleration of the unpaid principal balance of the
Note, together With all accrued interest thereon and all other amounts payable under the Note
(collectively, the "Indebtedness"), due to CPT's breach of the cpvenant set forth in Section 3(d)
of the Note, Specifically, the breach by CPT arises out of CPT'sfa!lure to timely perform its
obligation to make interest payments due on April 16th and May 16th of this year on the
Promissory Note dated September 16, 2014 in the amount of$1,500,000.00, issued by the
. Company to Texas Capital Bank; National Association, the breach of Which obligation. is .
expressly an Event of Default under the Note pursuant to      Sectimi 2.l(d).
As a result of the foregoing acceleration, the entire Indebtedness is immediately due and
payable.
Very truly yours,
EE INIE RESTS, LLC
~
James Ballengee, its Manager
MR.799












([KLELW³''´
MR.800
Ballengee Interests, LLC
3838 Oak lawn Avenue, Suite 1150
Dallas,·Texas75219
May 25, 2016
Centurion Pecos Terminal LLC
17950 Preston Road, Suite 1080
Dallas, Texas 75252
Via Hand Delivery
RE:    Unsecured Promissory Note dated August 17, 2015 (the ''Note>') in the amount of
$1,5001000.00, issued by Centurion Pecos Terminal LLCC~CPT") to Ballengee Interests,
LLC (the "Company")
Dear Sirs:
The. Company hereby deHversthis notice of acceleration of the Unpaid principal balance of the
Note, together With all accrued interest thereon and all other amounts payable under the Note
{collectively, the 111ndebtedness"), due to CPT's breach of the ~oven ant set forth in Section 3(d)
of the Note. Specifically, the breach by CPT arises out of CPT'sf~ilure to timely perform its
obligation to make interest payments due on April 15th and May 16th of this year on the
Promissory Note dated August 17, 2015 in the amount of $1,500,000.00, issued by the
Company to Texas Capital Bank, National Association, the breach of which obligation is
expressly an Event of Default under the Note pursuant to Section 2.l(d).
As a result of the foregoing acceleration, the entire Indebtedness is immediately due and
payable.
Very truly yours,
.EXHIBIT
I          J3
MR.801












([KLELW³((´
MR.802
-NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM
ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE
IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER' S LICENSE NUMBER.
16-06584
fllEO FOR RECORO
SPECIAL WARRANTY DEED
REEVES COUNTY, TEXAS                  v
May 31, 2016 at m :40:00 PM            0
STATE OF TEXAS                         §                                                                           L
§
COUNTY OF REEVES                       §
1
CENTURION PECOS TERMINAL LLC, a Texas limited liability company                                       2
("Grantor"), ·for good and valuable consideration, the receipt and sufficiency of which                        1
consideration are hereby acknowledged, has Granted, Sold, and Conveyed, and by these presents                  5
does Grant, Sell, and Convey, unto BALLENGEE INTERESTS, LLC, a Louisiana liniited
liability company ("Grantee"), having an address of Two Turtle Creek, 3838 Oak Lawn
Avenue, Suite 1150, Dallas, Texas 75219, (a) all that certain real property situated in the County
of Reeves, State of Texas~ and more particularly described on Exhibit A attached hereto and
made a part hereof for all purposes, (b) together with all buildings and improvements now or
hereafter situated thereon, and the lessor's or landlord' s interest in all space leases or occupancy              p
agreements covering all or any portion thereof and the buildings and improvements situated                     G
thereon, and (c) together with all of the right, title and interest in and to the easements in anywise
appertaining or belonging thereto (collectively, the "Property").
0
This Deed is made and accepted expressly subject to the validly existing and enforceable
4
rights of third parties in connection with the matters set forth in Exhibit B attached hereto and ·
made a part hereof for all purposes.
1
8
This deed is intended as an absolute conveyance rather than as security for any
obligation, and Grantor expressly waives any statutory, equitable or other right to redeem any
interest in the Property; this deed does not result in the merger of the liens described in Exhibit B
with the title conveyed hereby, or in the subordination or extinguishrrient of any such liens in
favor of any other lien or encumbrance; and the interest of the beneficiary of each of the liens
described in Exhibit B, on the one hand, and Grantee's title to the Property, on the other hand,
are and will remain separate and distinct.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances belonging in any way to the Property, unto Grantee, its successors and assigns
forever, and Grantor binds itself and its successors and assigns to warrant and forever defend all
and singular the Property, subject to the validly existing and enforceable rights of third parties in
connection with the matters set forth in Exhibit B, to Grantee, its successors and assigns; against
every person lawfully claiming or to claim all or any part of the Property, by, through, or under
Grantor, but not otherwise.
Return to: \>56-
Republic Title of Texas, Inc. ··-.,.,."'''.~
2626 Howell Street, loth Floor ;
EXHIBIT
1
Dallas TX 75204
d(·H· 6Zl                                                                                             i           8
----=~-..,..
MR.803
IN WITNESS WHEREOF, Grantor has executed this Deed on May 26, 2016.
GRANTOR:
v
LLC,                                                0
L
(6
1
Name:
2
Title:                                                                                             7
5
THE STATE OF TEXAS                  §
COUNTY OF DALLAS                    §                                                              p
BEFORE ME, the undersi~ed authority, a Notary Public in ~d for the State of Texas, on this         G
day personally appeared         unnn
CiA\ct;            ' PYffil4cnf-                of Centurion
Pecos Terminal ILC, a Texas limited liability company, known to me to be the person whose
name is subscribed to th~ foregoing instrument, and acknowledged to me that s/he executed the      0
same for the purposes and consideration expressed therein and on behalf of such company.           4
1
GIVEN UNDER MY HAND AND SEAL OF OFFICE this7.lo~ay of_tv\_tt_tvt.._..__~                  9
2016.
.>'``~";:::,,,_ MARY KILPATRICK
iP,t:K;;;,~ Notarv Public, Stale of Texas
J
~J:l``·l.,§    MV Commission Expires
~i·c,;\``l         JUIV l 4, 2019
,•on''°'
;,1
My Co7)jl±fsion Expires:                               M~ l~M\l¥--            .
11 1q                                        Typed~tedN~ of Notary
Exhibit A-Legal'Description
Exhibit B - Permitted Exceptions
2
MR.804
Exhibit A
To
Special Warranty Deed
BEING a tract of land located in Section 76, Block 4, H&GN Survey, Reeves County, Texas,
and being a part of a called 496.76 GRID (496.87 Surface) acre tract of land as described in a           v
Deed recorded in Volume 905, Page 155, Official Public Records, Reeves County, Texas
0
L
(O.P.R.R.C.T.), and being more particularly described as follows:
BEGINNING at a 'S/8 inch iron rod set with cap stamped "TRANS TEXAS SURVEYlNG" for
the Northwest comer of said Section 76, the Southwest comer of said -Section 75, the Northeast           1
comer of Section 77 and the Southeast comer of Section 78, said "S/8 inch iron rod set also being        2
in the intersection of County Road No. 408 ,and Cotinty Road No. 404;
7
5
THENCE North 58 degrees 03 minutes 46 seconds East, with the common line of said Section
76 and Section 75,' a distance of 2639.85 feet to a point in the East line of said 496.76 acre tract
from which a 1/2 inch iron rod found with cap· stamped "53"58 TRUJILLO" bears South 58
degrees 03 minutes 46 seconds West, a distance of0.63 feet, also from which a 1/2"inch iron rod
p
found at the Northeast comer of said Section 76, Block 4, bears North 58 .degrees 03 minutes 46
seconds East; a distance of 2639.85 feet;
G
THENCE -South 32 degrees 08 minutes 23 seconds East, with the East line of said 496.76 acre
tract, a distance of 3187.68 feet to a 5/8 inch iron rod set with·cap stamped "'IR.ANS TEXAS             0
SURVEYING" for the Southeast comer of said 496.76 acre tract being 100 feet North of the                 4
centerline of the Texas & Pacific Railroad;                                                              2
0
THENC.Ei South .69 degrees 42 minutes 22 seconds West., With the South line of said 496. 76 acre
tract and 100 feet North of and parallel with the centerline of said Texas & Pacific Railroad, a
distance of2697.40 feet to apoint in said Coµnty Road No. 408, the West line of said Section 76
and the East line of Section 77, Block 4, .from which a 60D nail found bears South 69 degrees 42
minutes 22 seconds West, a distance of 0.37 feet, also from which a 112 inch iron rod found for
the Southwest comer of said Section 76, Block 4, bears South 32 degrees 08 minutes 13 seconds
East, a distance of 2657.42 feet~
THENCE North 32 degrees 08 minutes 13 seconds West, with the West line of said 496. 76 acre
tract and with the common line of said Section 76 and said Section 77, a distance of 2643 .29 feet
to the PLACE OF BEGINNING and CONTAINING 176.659 acres of land.
3
MR.805
ExhibitB
To
Special Warranty Deed
v
1.     Deed of Trust dated September 16, 2014, executed by CPT and recorded as                                         0
Document No. 14-09181 of the R-.eal Property Records of Reeves County, Texas and                                             L
encumbering the Project (the "TCB Deed of Trust>').
2.     Deed of Trust to Secure Assumption against the Project dated April 6, 2016 that is
expressly subordinate to the TCB Deed of Trust and is recorded in Volume 1259, Page 364 of
1
the Real Property Records of Reeves County, Texas.                                                                           2
1
3.                                                                                                                    5
b.    Mineral reserv~tion In coal, lignite, oil, gas and other minerals togethe~ with all rights, privileges
and immunities incident thereto contained In Deed from Jimmy o. Mc:Nell and wife, Bobbie Ann
McNeil, to Fred Hammond, dated 11/19/1984, recorded In Volume 4501 Page 304, Real
Property Records, Reeves County, Texas. Title to said interest not checked subsequent to the
data ther~f.
c.    Right of Way Grant granted by R.H. Brown, to Pecos Growers'TCB :Loan'"), as evidenced and/or·secu~d in part by that CO Business
Loan   Agr~(3rnent: .d~ted September i6, 2014 between Bl LLC and TGB. (the '~Loan
Atretn1enf'.1); (2)Promissory Note dated September 16; 2014 in the stated principal amount of
${500,00d,ob, executed by BI LLC; bearing interest.and being payable to`` prder of TCB ~s
therein provided (th~ "TCB Note~'), (3) Deed of Trust dated September 16, :io14, executed by
CPT and recorded as Document No, 14--0918-1 qf the.Real Property Records ~f Reeves County,
Texas and e11cumb¢ring th~ Project (the ;,Ten D.eecf;or Trusft and (4) Commercial Guaranty
dated September 16, 2014 executed. by Ballengee. .. .      . .
C.    .I11 ord()r t() pn>vide that, as between Ci>T, on t}ie one himq; and BI ttc and
Ball~ngee (together  ''II LJdQlBallengt•f), on the other.hand, CPT would be ultimately liable
for the purchase money financitig foi the Project; CPT issued to BI LLC an Unsecured
Promjssory Note on September 16, 2014 fo the stated princip~l amountcW$+,.500;000.oo, bearing
interest and:being pa.yalileto the order of Bl LLC as therein pr9vided (the ...lT.nsect1~dfN"ote"').
D.     Clause (dkof Section 3 of the Unsecured Note contemplates that C:Pt would
malce timely payrnents.ofintere$t due on the:TCB Loan.
E.     On April 6, 2016, BI LLC/Ballengee, CPT, a~d TCB entered into·an Assumption
Agteem.ent (herein Sb called) related to the TcB Lo~. wher~n, airiong other things, CPT (i)
assumed the.obligation to' pay·artcf perform all ofthe obligations ofBI LLP uncier tl:ie TCB.Note
andt~eLoanAgreem¢nt and (ii}agreed to indemnify BlLLQ or Ballengee, as the case may t)e,
for an)' amounts reqwred by TCB 'tb be paid by Bl LLC or t)y Ballengee, as the case may ·b~,
under the TCB Note odhe Loan Agreement from and after the.effective date of the Assµmptjon
Agreement.
F.     In order to secure CPT' s obligations· described in Clauses (i) and (ii) of the
fol'.egoing Recital paragraph E (collectivety, tlie ·~Assumj!tiOJi Qbli!ationsn, CPT executed a
.---~--..
EXHIBIT
1
I - -' -l - -
MR.817
D~ed  of Jru~t to Secure Assumption against the Project dated April 6, 2016 that is expressly
subordlnate to the TCB Deed of Tru$t and is recorded in Volume 1259, Page 364 of the Real
Property Records ofRewes County, Texas (the "Deed·of T.-ust to Secute1\s'sumptian~) .
G;     CPT failed to make. the requisite interest paymen~s· on the TCB Loan for the
months of April and May 2016 and, as a result, BI LLC sent written notice to CPT on May 25,
2016 that the entire unpaid principal balance        or
the. Unsecured Note, together with interest·
accrued_and unpai4 thereon (together; the '~lJlisecurM Not~ Ind@btedn·ess"), was immediately
due and payable.                           ··         · ··       · ·· · ·
H.        As of the Effective Date, tije amourtt of ·the Unsecured Note Indebtedness is
$1,703,178.08.
L       CP't has tilade ~ analysis 0£ inark¢t conditions affecting the Project and of its
own financial condition and ability and has determined (1) that the oW1lership, operation; and
deyelopment ofthe Project is not economically viable and will not be economJcaUy viable for
CPT within the foreseeable futy.re, (2) that CPT is not finam``ally abl.e tp continue to own,
operate, an.d develop the Project or to· continJ,te .to pay ipterest on the TCB Loan as it b~comes
payable, and (3) the value of the Project is less thah the amount of the Unsecured Note
Indebtedness as of the Effective D~te.
J.     CPT and Bl LJ,C have inifa~ted discussions concerning (1) the release ofCPT and
,assomptiqn by Bl LLC from and after the Effective Date of the .·eiisting respons~bliities,
obligations, ·am(liabilities of owning, operating, and developing the Project and (2) the release of
CPT ~Y BI LLC/Ballengee from the Assumption: Obligations, the obligations of CPT under the
Deed of Trust to ~ecµre Assumption, and the Unsecured Note Indebtedness (collectively; the
"CPTOb.ligati~ll$'1 ), subject to. certainRetainedLiabilities(defined below).
K.   · Bl LLCIB~llerigee and OPT (collectively, the ·::Parties:i') haye entered into ·this
Agre,ement to provide for the conveyance of the Project to ijIJ XC fo. c.on.sideration for the
release of CPT by     al
LLC an~ by ];lallengee (but by Ballengee qnly to the extent of the
Assumption Obligations) from ihe CPT Obligations and the.indemnity of CPI in Seciio1\ 2(d)
herein) all subje~fto 'aildinaccord~nce with the terms and conditions hereinafter ~et forth. .
AGREEMENTS:
NOW, TBEREFO:RB, for the mutual premises herein and for other good and vitluable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:·        ·
l.     ·€n``~;ance:ofthePtojeciito IU LLC,
(a)    Convetan(:e, Contemporaneously herewith, CPT will cot).vey all legal
and equitable. title and.interest in and to the Project to Ill LLC;, subject only to the permitted
exceptions set forth in Exhibit B to the Deed (defined beJow)~ by executing and delivering to BI
LLC th~ following::                                              ·
2
MR.818
(1)    Special Warranty Deed (the "Deed") in substantially the s~e
form:attached hereto as ~xhibit B; and             ·
(2) .   .t\ssignment of Personal Property, Warranties, and Leases (the
"Qenerai 4!$iJ!dlttenfi) in substantiajJy the same fonn as the form attached hereto as
,EXb\bif .C· assigning and transferring to BI LLC aH personal property, contracts, imd
warranties comprising the Project and the lessor's interest in any and all leases •of the
Project (or any portion thereof).
The Deed and.the General Assignment, and·the qonveyances:to BlLLC therein (collectively, the
''Gflnve?;allc~'), are subject to the TCB Loan and the TCB Deed of Trust and to the Deed of
Trust t6 ·s~cure Assumption. Further, the Conveyance constitutes an absolute conveyance of the
Project{and not.a deed of tru$t;·~ecurity agreement pr other security interf?st qfwhatever nature),
thereby t}Xpr~ssly waiving any right, claim; or interest .o f CPT in arty profits thal may thereafter
accrue or be pay~ble from the.ownership, use, ltiase; saie,or other disposition of the Project. The
D~ed, the Gen~ralAssignnient, ~nd all otlt~r clocurnents or i1Jsirllments executed or delivered in
connection with this Agreement (including without Hmitation any .nort,,foreign tax affidavits or
titl~ affigavits nece$Saty or reasonably appropriate tp consummate the Conveyance) are
hereinaft~r collectively citlled the·'J~()Dve:f!!rtc~ Documents.;,
(b)    Furthet··!H11rattces.. At BI .LLC'S: request, CPT will cooperate with SI
LLC and execute such further documents or instruments as re~sonably may be required by BI
LLC ·consistent with thi~: Agreement to ·ensure the orderly Conveyance and transfer of the Project
a~ of tlie.Effectlve Date.   .
2.     . l!D.:Obligations or.·e 1 LLC:t ti Third ·parties; C.PT1s· IMlin@d.·Liabilities;
R$leas~ofQ1'~y :~1:t~llMlle11g~e.          ·· ·· · · ·· · · · · · ··· · · · · ·         ·
·(a}    No:ObUgatlonsiotBILLC"to Tliitd Parties~ Theacpeptance by BILLC
of title to the Prqjectpursuant to thfa Aifeemenfand tiie Conveyance Document~ dC?es not create
any obligatfons on th~ pattof :Bl LLC to thf.td parties that )lave claims of any kind whatsoever
against CPT With ,respect to the Project or with respect to CPT;s acquisition, ownership or
operation of the Project. BI LLC does not assume or a:gr~e to discharge any lial)ilities .pertaini~g
to the Project that accrued prior to the Effective Date, NO' person not a party to this Agreement
has any 'third-party bene.ficiary; or otherrlghts-underthis Agreement. ·
(b)     Retai'ned Liabilities, Notwithstan9ing anything- to the contrary in this
Agreement, Ci>T' remain$ liable, for, and is not r~leased from its obligations related to, the
following -matters (coll~ctively, the·'~Bemintd blabilities~J:
(1)     any wammty of title to the Project      c~mtained in the     Conveyance
Docu.rnen,ts;
(2)     any obligations and liabilities of CPT arising under, or any breach
of any represent~tion, w~rranty, covenant of CPT contained in, this Agreement;.and
(3)     :any and all claims of third parties described in Se.ction 2(a).
3
MR.819
The Retained Liabilities expressly survive the execution and delivery of this Agreement and the
Conveyance Documents.                                         ·
(c}     Release of CPT by BI. LLC/Ballengee. ·Effective on· the Effective Date,
subject in an respects to CPT     having execlited    and delivered to 131 LLC on or before the
Effective Date all of the Conveyance Documents, and without waiving any of the Retained
Liabilities, each of. BI LLC and Ballengee (but by Ballengee only to the extent of the
Assumption Obligations} hereby release, acquit, and foreverdischarge CPT and its direct or
indirect beneficial owners, directors, officers, agents, servants, employees, attorneys, and
.representatives (collectively, the "CPT Releases! Parties~') of and from any ·and all of the. CPT
Obligations and     any and all claims; d.elilands, damages, costs, .losses, expenses, commissions:
actions and causes of action ofwhatever nature in connection with or arising or to arise from or
resulting or to result from orrelatingto the CPT Obligations. Further, except with respect to any
Retained Liabilities, BI LLC will not bringot institute any action or suit in connection with any
of the CPT Obligations against any of the CPTReleased Parties. Notwithstanding the foregoing;
nothing contained in this Agreement releases, reduces, limits, impairs or .adversely affects the
rights or remedies of BI• LtC •under the· Conveyance Documents or with. respect to the Retained
Liabilities, including without Hmitationthe rightto institute any .action or suit against any person
other thari the CPT Released Parties. This release inures to the benefit of CPT and the other CPT
Rele~sed Parties and their respective successors· and assigrts and is binding· on BI tLC/Ballengee
and thtlir respective heirs, successots, and assigns.
(d) . Jndeannity;. Effective· on· the Effective Date, BI LLC agrees to indemnify,
defend and protect the CPt Released Parties from any and all claims of TCB arising out of
breach or discharge of the Assumption· Obligations.
3.      ..Release hy CPT. Effective on the Effective Date, CPT, for itself and the other
!.   CPT Released Parties, hereby releases, (tCquits and. forever discharges· Bl LLC and its ·direct or
indirect beneficial owners, . diiectors~ ()fficers, agents,. servants, employees, . attorneys, and
representatives (collectively, the ")JlL£C·]telea§ed ~af.tiei'} of and from any and all· claims,
demands, damages, costs, losses; expenses; commissions, actions and causes of action of
whatever natuiein connection with or arising or to arise from or resulting ofto result from or
relating to the TCB Loan, the Unsecured Note, the Assumption Agreement, the Deed ofTrust to
Secure ASsumption or the Project, specifically including any claim of usury. Further, neither
CPr nor any ·of the other CPT Relea&ed Partie$ will institute. any• action or. suit. against any of the
BI LLC ReleasedParties in connection with any of the matters tor which the Bl LLC Released
Parties 11re released pursuant to this Section 3. · No promise or inducement for this release· has
bee!l offered exceptas may be expressly set forth in.this Agreement, and this release is executed
without reliance upon any statement or representation of ariy person or parties released, or.their
representatives, concerning the .nature •arid. extent .of the. damages and/or· the legal• liability
therefor. This releas.einures to the benefit ofBltLCIBallengee and the other BI LLC Released
Parties and their respective heirs, successors, and assigns and is binding on the CPT Released
Parties and their respective successors and assigns.     ·
4.    .CPT's Represent11.tion!• ,\Varrauties and ~()ven~nts, .As. a material inducement
for BI LLC/BaJ.Jengee to•enter into.this Agreement and in recognitionthatBI LLC/Ballengee are
4
MR.820
relying on the accuracy of the following, CPT represents, warrants and covenants to BJ
LLCIB&Ilengee that:
(a)     CPT is entering into this Agreement of its own free will and accord, upon
knowledge of the facts; and with the advice of legal counsel of CPT;s selection;
(b)     The statements contained in the Recitals to this Agreement are true and
correct.
(c)     CJ,>T acknowledges that, upon the delivery ,of the Deed to BILLC, CPT
will have waived, @d does herel;>y waive, any rec{emption and cµre rights with .respect to the
'ProJect, and CPT acknowledges th_at the releases granted·to CPT by aTLLC and by Ballengee
and the 1nd~mnlty provided for in Section 2(d) in this Agreement constitute new, fair, and
adequate consideration for CPT'·s waiver,of sucfi ri~ts.
(d)     CPT owns the Project in 'fee· simple absolute and, except for the permitted
eX:cep:tlons set forth in Exhi~it B to the Deed, there are no existing Hens, security interests,
encumbrances, agreements, encroachments, spedal assessments, claims, leases, tenancies, ofhttr
adverse interests or defects on or affectii1g the Project.
(e)     The transactions described in this Agreement anci in the Conveyance
Documents (colfoctively, the "Conv.nce/Itansattio~'') benefit and are in the best interests
of CPTand are being entered foto by CPT voluntarily and Without undue influence or duress;
(t)       The consideration to be received by CPT in connection with ·the
constunmation of the Conveyance Transactions, including payment by BI LLC of ad valorem
taxes on the Proje·c t through the Effective Date;: equals or exceeds the value pf the Project as of
the Effective Pate, and CPT will not take a.contrary position in a court oflaw or otherwise.
(g)     CPTis a limited liability company duly organized, vali~ly existing,. and in.
good standing undet the laws of the .State of:Tekas, ht1ving all powers required to carry on its
busin.ess and 'to enter into and carry putthe Conveyance Transactions.       -
(hJ     CPT has duly taken all action rtecessacy to authorize the execution and
deliyery by CPT of this Agreement ~md the Conveyance D~uments and to authorize the
consummation of the. transactions contemplated th¢reby and the performance of its obligatioQs
thereunder.
(i)    The execution, ge}ivery and perfonnanc:e by CPT of this Agreement and
the Conveyance Documents, and the cons4mmation by CPT of the Convey~nce Transactions, do
not and wHi not conflict with any provision of (A)_ to GPT' s cwrent actuSp and Ei(i!n§~. BI LLC will pay all costs and expenses relating to
this Agreement and the consutnmlltion of the transactions contemplated in this Agreement,
including but not limited fo recording costs, title Search fees and C()StS, and any Other matters
arisingin connection herewith; provided; however, that each of BI LLC/Ballengee and CPT will
bear arid pay the fees and expenses of its own legal counsel..
(e)  AfpLlC:AB[.}t' _L~. TlllS AGREEMENT IS GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH TIIE LAWS OF THE STATE OF TEXAS AND
THE LAWS OF THEUNITED STATES APPLICABLE TO TRANSACTIONS WITIIIN TIIE
STATE OF TEXAS.
(f)     ~uece5sor~fa'nd Assigns. The covenants and ob1igations contained in this
Agreement bind, and the benefits and advantages inure to, the respective heirs, personal
representatives, successors, and assigns of BI LLC, Ballengee, and CPT. ·
(g}    Exltiljits.   The following exhibits to this Agreement are incorporated
herein and made a part hereof:
A      Legal Description
B -·.. Deed       ·
C      General Assignment
(h) . l\'111ltij>Je Cgunterf!QHs. This Agreement may be ex;ecuted in multiple
counterparts, each of whfoh constitutes an original, but all of which together constitute one
agreement.
·[REMAfNDER OF PAGE INTENTIONALLY LEFT BLANK.]
8
MR.824
CPT:
·CENTU~ONPE~S TERMINAL LLC,
a ~ limitediiabwfy ¢ ··ntpa .
·~
By:      ``"
Name:      Jt)V          b~        (%
Title:         e~ erl./ e ttZ(';
[Signature Page - Conveyance Agreement]
MR.825
EXECUTED as of the Effective Date.
BILLC:
BALLENGEE INTERESTS, LLC,
a Louisiana limited ~iability compan
[Signature Page - Conveyance Agreement]
MR.826
EXHIBIT A.
LEGAL DESCRIPTION
BElNG a tract of hind lOcated in Section 76, Block 4, H&GN Survey, Reeves County, Texas,
and being a part ·of a c~led 496.76 GRID (496.87 Surface) acre tract of land as described in a
Deed recorded in Volume 905, Page 155., Official Public Records, Reeves County, Texas
(O.P.RR.C.T.), and being more particlilarly described a~ follows:
B.Ed-INl\fJl\lQ at a5f8 inch iron rod set with cap stamped "TRANS TEXAS SURVEYING" for
the Northwest comer ofsaid Section 76, the Southwest comer of said Section 7-S, the Northeast
comer ofSection 71 and the Southeast corner ofSection 78, said 5/8 inch iron rod set also being
in the intersection of County Road No~ 408 and County Road No~ 404;
!HENCE North 58 degre~s. 03 mim.ttes 46 seconds East, with the common line of said Secti'on
76 and Section 75, a di$ta11ce of2$.J9..85 fe~ to a point in the Ea~t tine of said 496.76 aqre tract
from which a 1/2 inch iron rpd found with cap stamped "535& TRUJILLO" beats Sc)uth 58
degrees 03 minutes 46 seconds West, a distance of 0:63 feet, a1so froui which a 1/2 inch. fr011 rod
found at the Northeast comer of said Section j q, Block 4, bears North 58 degrees 03 minutes 46
seconds East, a distance of 2639.85 feet;
THENCE South 32 degrees Q8 minutes 23 seconds East, with the East line of said496.76. acre
tract, a distance of 3187.6$ feet to & 5/8 inch iron rod -s~ With cap stamped 'ehv~en- JllLLC and Tc:B (the ·~te»§n Amemsnt~),
(2) Promissory Not¢ ci~te(i Aµgus~ 17, 2015 in the stated principal atnQtmfof $1,500,000.00,
execQted by ~I .LLC; hearing interest and being payable to th,e Qrder of TCB as therei11 provided
(the "TCB :Notlf1)i (3) Deed of Tnist dated August 17, 2015, executed by CPT and recorded as
Document No. 15.;07672 of the R_eal Propeity Records of Reeves County; Texas and
encumbering the Prqject (the "1-'~!f .D`` ·of.''fiust''), and (4) Commercial Guaranty dated
August I7, 2015 executed by Ballengee. ··· · · ·· · · · · ..,,                             ·
C.      In order to provide that, as between CPT, on the one hand,        and Bl LLC a11d
Ballengee·{together "BI .~C/JJaitengee'~); on tlte other. hand, CPT would be uhimately liable
f9r the · purchase money financing for· the Project; . CPT issued. to Bl LLC an ·unsecured
Promissory Nerte on August 17, 2015 in the stated principal amount of $1,500;000.00, bearing
a
intet¢st artd. being payable to the order of I LLC as therein provided (the "Unsetured Nt>te1').
D.     Cl~use (d) of Se.Ction 3 of the Unsecured Note contemplates that CP'f would
make timely paym~nts ofinterest due on tbe TCJ3 Loan.
E.      On April 6, 2016, In LLC/Ballengee, CPf, anci TCB entered into an Assumption
Agreement (hett}in .so called) reJat~d to the TC:l:l LQ~m wherein, among other thin.gs, CPT (i)
a.ssumed the obljgation to pay and petform.all of the obligati011s of BfLLCunder the TCB Note
and theLoanAgre~mertt and {ii) agreed to indemnify BI LLC or Ballengee, as the case may be,
for any arnounts. required ~y TCB to be paid by BI "LLC or by B~1¢ngee, as tJte case may be,
-under the T¢B Note orth,e L.oan Agreement from and after th~ effective date.of the. Assuiliptio11
Agreement.
F.     In order to secure CPT's obligations described in clauses (i) and (ii) of the
foregoing Recital p¥agniph E (collectively, the '.'AjSumptiOn Obligatioij~'), QPT execut~d a
J:XHlBIT
1
°lMR.829
Deed ()f Trust tQ Secure Assumption againstthe Project dated April 6, 2016 that is expressly
subordinate to the TCB Deed ofTrustand is recorded in Volume 1259, Page 370 of the Real
.Property Records ofReeves•County, Texas (the "DeedofTrust to•SecureAssummton").
G.     CPT failed to make the requisite interest payments on the TCB Loan for the
months of April and May 2016 and, as a resuH, BI LLC sent written notice tO CPT on May 25,
2016 that the entire unpaid principal. balance of the Unsecured Note, together with interest
accrued and unpaid thereon (together, the ''Ilnse2ured Note Illdeb!edness"), was immediately
due and payable.              . .                             . . . .                      .
.       ..   .
H.         As of the Effective Date, the amount of' the Unsecured Note Indebtedness is
$1,593,041.•10,
L      CPT has made an analysis of n1arketconditions affecting the Project and offrs
own financial condition and ability and has determined (l) that the ownership, operation, and
development of the Projectis not economically viable and will not be economically viable for
CPT ·within the foreseeable future, (2) that .CPT is not financially able to. continue to own;
operate, and. develop the Projector to c()ntinue to pay interest on the TCB Loan as it becomes
payable, and (3) the valQe of the Project is less than T npr any of the .other CPT R~lea$ed Parties will insti,tute arty action or suit against any of the
BI LLC Released Parties in connection with any of the matters for wlifo~ the BI LLC Released
Parties are released putsu!lnt ttdhis Section 3. No promise·or inducement for this release has
been offered except as may be expressly set forth in this Agreement, and this release is executed
without refomce upon any .statement or representation of any pet;son or parties teleas~d, or their
representat~ves,_ concerning the- nature _and extent of th,e damages and/or the legai Habiiity
therefor: Thts· rel~se inures .to .th~ benefitofBILLC/Ballengee and the other BI.LLC Released
Parties .and their respective heirs, successors, and assigns and is binding on t'1e CPT Released
Parties and their respective successors and assi·gns.                          -
4.    CPT's:Representatibns,.:Watrinties aild Covenants, As a material inducement
for BI LLC/Ballerigee tO enter•irito tht~ A,greemenfarid·in.recogrutiort that :SI L:LC/Ballengee are
4
MR.832
relyin~on the accuracy of the following, CPT reptes~nts, warrants and covenants to BI
LLC/Ba11engee that
(a)     CPT is entering irtto this Agreement of its own free will and accord, upon
knowledge.of the facts; and With the advice of legal courtsel ofCPT's selection.
(b)    The   statement~   contained in the   Recit~s   to tllis   A``ement   are tn.ie   and
correct.
( c)   CPT ac_knowl¢clges that, upon the delivery of the Deed to BI LLC, CPT
will have waived; a~d does hereby w~ve, cmY redemption and c1,1re rights with respect to the
Project, and CPT acknowledges that the teleiises granted t9 CPT by BI LLC and by Ballengee
and the· indemnify provided for in Section 2(d) in this Agreement constitute new, fair, an9
adequate consideration for CJ>T' s waiver of such rightS.
(d)    CPTmvns the Project in fee simpl_e .absolute and, except fodhe permitted
exceptions set forth in Exhibit 13 to the Deed, there are ho exis~ng liens, s¢qurity interests,
encumbrances, agreements, encroachments,. speciai assessments~ claims, leases, tenancies, other
adverseiqterests 9rdefects on or affecting the Project.
(e) . -The transactions described in this Agre.ement and in the Conveyance·
Documents (collectively, the ' 1 (i``Vt!i1'~(? ·'f~ansa~tio•s"} benefit and are-in the best interests
of CPT and are being entered into by CPT volqntarily and without Undue influence or duress.
(£)       The consideration to be receive4 by CPT in connecpon with the
consummation of the Conveyance Transactions, including paymentby Bl LLC of ad vatorem
taxes on. the Pr:pject: through the E(fective Date, equals Qr exceeds the value of the Pr:oj.e.¢t as of
the Effective Date; iirtd CPT will not take a contrary position in a .court of law or otherwise.     ·
(g)     CPT is.a Lim,ited liability company duly organized; validly existing, and in
good standing 1.lnder the laws of the ~tate of Texas• .having all powers required to carry on its
business and to enter into and carry out the Conveyance Transaction's.
(Ji)    CPT has duly taken all action necessary to authori;l;e the exegitiori arid
delivery by C:i?t of this Agreement and .the Conveyance Documents and t() authorize the
consummation of the transactions contemplated thereby and the perfonnance of its obligations
thereunder.                            ·                                                .
(i)    The execution, deliveiY and performance _by CPT of this Agreem.ent and
the Conveyance Documents, and the consummation by CPT of the Conveyance Transactions, do
not and will notc:Onflictwith anY p:tovi~ion of(A}to CPT'·S'Cl)rtent actual knowledge, anyfaw;
statute, rule or regulation, (B) the organizational documents govemirtg CPT, or (C} any
n; delivery oi:
perfotmanc~ by CPT .o f this Agreement or any Conveyance Document or to consurtnilate any of
the Conveyance Transactions.
5
MR.833
(j)    This Agreement and the Conveyance Pocuments are legal, valid and
binding obligations of CPT, enforceable in accordance with their respective terms.
CPT will indemnify and hold Bl LLC harmless from and against any loss, damage, cost or
expense, including without limitation attorneys'· fees. and expenses, incurred· by BI· LLC as a
direct or• indirect ·result of• any breach .by CPT of any representations, warranties or covenants
contained in this Agreement or in any of the Conveyance Documents, all of Which survive the
execution and delivery ofthis Agreement and the Conveyance Documents,
5,       :01 LLC's &f!r~5e'1tations "rid Warranties. BI LLC represents and warrants to
C:PTthat:.
(a}    BI LLC is alimited liability company duly organiZed, validly existing, and
in good· standing under the. laws of the State ofLouisiana,. having all powers required to carry on
its business and to enter intO and carry outthe transactions contemplated by this Agreement.
(b)   BI LLC has taken all action necessary to authorize the execution and
delivery of this Agreemertt and to authorize the consummation of the transactions contemplated
hereby and the performance of its obligations hereunder~
(c)    This Agreement imposes legal alld binding obligil.tions on BI LLC,
enforceable in accordance with its terms.
6.     1No E¥tinau~hm~nt ot Mergeri Subses114'n~ ~orecl9sure.
·.          (a) . .It Extinguisnment. Notwithstanding the releases granted by BI
LLC/Batlengee in Section 2(c) and the other transactions contemplated by this Agreement, the
1Jnsecured Note and the Deed of Trust to Secure.· Assumption are to remain in full. force and
effect afterthe Conveyance transil.ctions have been conslJ1l11Uated.
(b)       NO ;Merger. The interest of BI LLC in the Project after the Conveyance
Transactions have been. consummated· do not merge with the interest .of Bl LL.¢ •in the. Project
under the Deed of Trust to· Secure.Assumption. It is the express intention of each.of the Parties
(and the Conveyance Documents So recite) that the interest of BI LLC in the Project under the
Deed of Trust to Secure Assumption, on the.one.hand, and the interest of 81 LLC in the Project
underthe Conveyance Documents, on the other hand, do not merge, butare and will remain at all
times ®'131111¢ .i\WQ diSJj;UQ$ and that the liens and the security interests of BI LLC in the Project
created by .the Deed of Trusno Secure Assumption remain atall times valid and continuous liens
and security interests oh the Project.
(c)     Sul>seguent foreclosure. Nothing in this Agreement will be deemed to
waive or release any rights to void the Deed thatBI LLC may have under Texas Property Code
§51.006 (''§51~0061 '). BlLLC is relying ort CPTto disclosetoBll,LC all liens or encumbrances
affecting the Project that may exist as of the Effective Date an.d BILLC would not have entered
into this Agreement if ifcould riot so rely upon QPT. · To the extent that BI LLC, in its sole
discretioµ, elects to exercise its rights under §51.006, .• CPT will execute anyinstniment rteces$ary
or appropriate, as determined by• BI LLC in its .sole discretion, to· effect a· foreclosure under the
Deed ofTrusqo Secure Assumption as contemplated in §51.006.
6
MR.834
7.     Reinstatement If at any time this Agreement or the conveyance and transfer of
the Project to BI LLC under the Conveyance Documents are restrained, enjoined, set aside,
avoided or held to be invruid or l.lnenforceable for any reason, in a bankruptcy proceeding or
otherwise, the11 the CPT Obligations automatically will be reinstated and all of the respective
rights, privileges and duties of each of CPT and BI LLC/Ballengee related to the CPT
Obligations willbe reinstated. CPT will not seek to restrain, enjoin, upset, disturb, set aside,
avoid, or otherwise overturn any portion of this· Agreement or the conveyance and transfer of the
Project to BILLC under the Conveyance Documents, and CPT hereby waives any rights it may
have to restrain, enjoin, upset, disturb, set a8ide, avoid or otherwise overturn this Agreementor
the conveyance and transfer of the ProjecttoBlLLC under the~ortveyance Doruments.
.s.     Miscellaneous.
(~)    Notices. Any notices or requests hereunder mus.t be in writing and mai.led
by certified or registered m~l, return receipt requested, postage prepaid, or delivered by Federal
Express or any similar overnight air courier service, addressed to BI LLC/Ballengee or CPT as
follows:
Ifto BI LLClBallengee:        Two Turtle Creek
3838 Oa!tLawnAvenue, Suite 1150
Dallas, Texas 75219
IftoCPT:.                     17950 Preston Road, Suite 1080
Dallas,.Texas 75252
or to such other addresses as may be designated from time to time by BI LLC/Ballengee or CPT
in accordance with these provisions. Any such notice or request sentin accordance with these
prqvisions ·wUl be .deemed. to• have been validly.and effectively delivered on the third• business
day following deposifin United States mail or the first business day following deposit with ·
Federal Ex:press or other similar overnight air courier service. For purposes of this Agreement
"business. day" means any day on which national banking associations are required and
authorized to be open for ~usiness.
(b) ·   EDtite Agreement; Nt .Rgrl!etttadons. This Agreement and the
Conveyance Documents, a$ executed or amended in accordance with this Agreement, constitute
the.entire under-standing and agreement among·BI LLC, Ballengee, and CPT With tespectto the
matters addressed herein and therein and supersede.all.prior written or oral understandings and
agreements of In LLC, Ballengee, and CPT i11 connection therewith. None of BI LLC,
Ballengee or CPT are relying on any representation. warranty, indemnity or assurance, except for
the represen~tions expressed in this Agreement or in any Conveyance Document, in entering
into this Agreement and consummating the transactions contemplated hereby. This Agreement,
ineluding with()ut limitation all representations, warranties and agreements made herein, will
survive and  continue to be in full force and effect following the execution of the Conveyance
:Documents, any modifications and amendments thereto and any other instruments necessary to
effectuate the transaction.s contemplated in this Agreement.
7
MR.835
(c)     SeverabilifX. Except as set forth in Section 7 of this Agreement, in case
any of the provisions ()fthis Agreement are for any reason by held to be invalid, illegal, or
unenforceable; such invalidity, illegality or unenforceability will notaffect any other provision of
this Agreement, and this Agreement is to be construed as if such invalid, illegal, or
unenforceable provision had never been included.                                             ··
(d)     CDsg and ExQef!~D· BI LLC will pay all costs and expenses relating to
this Agreement and the consummation of the transactions contemplated in this Agreement;
including but. not limited· W •recording costs, title search fees and costs, and any other matters
arising in connection herewith; provided, however, that each of BlLLC/Ballengee and CPT will
bear alld paythe fees and eXpenses ofits own legal counsel.                           ·
(e) . APPLICABLE LAW, THIS AGREEMENT JS GOVERNED BY·AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STA'fE OF TEXAS AND
THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS WITHIN THE
....   '     -   .    -   -   -·   ·-   -   -   ·-       '   ..   '   .     .. ...   .
STATE OF TEXAS.
(:t)    Sll91ess9rs and Asslgus, The ce>Venants and obligations contained in this
Agreement birtd, an4 the benefits and advantages ihure to, the respective heirs, personal
representatives, successors, and assigns ofBI LLC,13allengee, and CPT.          .
(g)    Exhibits. ·The foHowirtg exhibits to this Agreement are incorporated
hereifi and made a part heiOOf:
A                  Legal Description
B                  Deed
C                  General Assignment
(h)   MultiPle CmmterPartS. This Agreement may be executed· in multiple
counterparts, each of which constitutes all. original, but all of which together constitute one
agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFTBLANK.]
8
MR.836
EXECUTED as of the Effective Date.
BILLC:
BALLENGEE INTERESTS, LLC,
a Louisiana limited liability com .any
;k    .
[Signature Page - Conveyance Agreement]
MR.837
[Signature Page - Conveyance Agreement]
MR.838
EXHIBIT A
LEGALDESCRIPTIQN
BEING A TRACT OF LAND LOCATED IN SECTIONS 73 AND 76, BLOCK 4, H&GN
RAILROAD COMP ANY SURVEY, REEVES COUNTY, TEXAS, AND BEING COMPOSED
OF THE f'OLLOWING: A PART OF A CALLED 84.2 ACRE TRACT OF LAND AS
DESCRIBED IN A.DEED RECORDED IN VOLUME 860, PAGE 8Z, OFFICIAL PUBLIC
RECORDS, REEVES COtJNTY, TEXAS (0.P,R.R.C.T.); A PART OF THE NORTIIWI!:ST
QUARTER OF SAil) SECTION 73 AS DESCRIBED IN A DEED RECORDED IN VOLUME>
825, PAGE 784 OF SAID O.P.R.R.C.T.; AND ALL OFA CALLED 109.SS ACRETRACT OF
LAND AS DESCI@ED IN A DEED RECORDED IN VOLUME 1080, PAGE 17 OF SAID
O.P.R.R.C.T., AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A 5/8" IRON ROD FOUND WITH CAP STAMPED "TRANS TEXAS
SURVEYING'' IN THE NORTII LINE OF THE T&P RAILROAD COMPANY RIGHT-OF-
WAY AT THE SOUTHWEST CORNER OF TIIB SAID 109.58 ACRE TRAC'I' AND THE
SOUTHEAST CORNER OF THAT 176.659 ACRETRACT.OFl.;AND AS DESCRIBED INA
DEED RECORDED IN INST. No. 14-03664 OF SAID O.P.R.R.C.T. FORTHE SOUTHWEST
CORNER OF 'THE HEREIN DESCRIBED TRACT··'
..   .-   -   '   .   -        -
THEN(;E N 3~00S'23'' W, WITII TFIEWEST LJNE OFTHE SAID 109.58 ACRE TRACT
AND THE EAST.LINE OF THE SAID 176.659.ACRE 1.'RACT, A DISTANCE OF 1537.04
FEET TO A POINJFORTFIE NORTIIWEST CORNER OF THE SAID 109.S8ACRE TRACT
AND THE SOOTFIWEST .CORNER OF THAT 100.00 ACRE TRACT OF LAND
DESCRIBED AS A SAVE AND EXCEPT TR.ACT IN A DEED RECORDED IN VOLUME
1006, PAGE l. OF SAID .OJ>,RR.C.T. FOR THE MOST SOUTHERLY NORTHWEST
CORNER OF THE HEREIN DESCRIBED TRACT FROM• WHICH .A 1/2" IRON ROD
FOUND WITH CAP STAMPED ''TRUJILLO RPLS .5358'' BEARS s .58(>03'30"   w  A
DISTANCEOF 0.91 FEET;
THENCEN 58(>03'30" E, Willi THE NORTH LINE OF THE SAID 109.58 ACRE TRACT
AND THE SOUTH QF THE SAID 100.00 ACRE TRACT, AT A DISTANCE OF 2639,.42
FEET PASSING A 1/2" IRON ROD FOUND WITH CAP ST AMPED '''I'RU.Tit,t,() RPLS
5358", IN ALL A TOTAL DISTANCE OF 2639:92 .FEET TO A POINT IN THE COMMON
LINE OF SAID SECTION 76 AND SAID SECTION 73 FOR THE NORTHEAST CORNER
OF THE SAID 10958 ACRE TRACT AND THE SOUTHEAST CORNER OF THE SAID
100.00 ACRE TRACT; BEING ALSO THE SOUTHWEST CORNER OF A 20.000 ACRE
TRACT 0}' LAND uns  ])ATE SURVEYED;
THENCE CROSSING Tiffi NORTHWEST QUARTER OF SAID SECTION 73 WITH THE
SOUTH AND EAST LINE QF 1'flE SAID 20.000 ACRE TRACT OF LAND THIS DATE
SURVEYED, THE FQLLOWINGBEARING AND DISTANCES:
N 58°03'30" E, A DISTANCE OF 527.87 FEET TO A 5/8"JRON ROD SET WITII CAP
STAMPED "TRANS TEXAS SURVEYING" FOR THE SOUTHEAST CORNER OF THE
A-1
MR.839
SAID 20.000 ACRE TRACT AND AN INTERIOR CORNER OF THE HEREIN DESCRIBED
TRACT;
N 32°.08'32" W, ADISTANCE OF 1650.40 FEET TO A5/8" IRON ROD SET WITH CAP
STAMPED "'I'RANS TEXAS SURVEYING" IN THE COMMONLINE OF SAID SECTION
73 AND SECTION 74 OF SAID BLOCK 4, H&GN RAILROAD COMPANY SURVEY AND
THE SOUTH LINE OF COuNTY ROAD NO, 404 FOR TIIB NORTHEAST CORNER OF
THE SAJI)20.000 A.CRE TRACT AND THE MOST NORTHERLY NORTHWEST CORNER
OF TIIE HEREIN DESCRIBED TRACT;
'fHENCE N 58°03'46" E, .WITH THE COMMON LINE OF SAID SECTION 73 AND SAID
SECTION74 AND THE SOUTHLJ:NE OF SAID COUNTYROAIJ NO. 404, PASSING AT A
DISTANCE OF 2034.62 FEET A 518'; IRON ROD SET WITH CAP STAMPED "TRANS
TEXAS SURVEYING'' IN 'I'HE WEST RIGHT-OF-WAY LINE OF F.M. HIGHWAY NO.
2ll9, IN ALL A TOTAL DISTANCE OF 2117.21 FEET TO A POINT FOR THE
NORTIIEA.ST CORNER OF SAID N()RTHWEST QUARTER AND THE NORTHWEST
CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 73 AND FOR THE
NORTHEAST COR.$R OF THE HEREIN PESCR!BED TRACT, FROM WHICH A 1/2''
illON ROD FOuND WITH CAP AT THE NORTHEAST CORNEJl OF SAID SECTION 73
BEARS N 58°03'46" E,A DISTANCE OF 2645.08 FEET;
THENCE S 32°08;42'' E, WITH THEEASTLINE OF THESAID NORTHWEST QUARTER
AND THE WEST LINE OF THE SAID NORTHEAST QUARTER OF SAID. SECTION 73, A
DISTANCE OF 2645.36 FEET to A POINT FOR TIIE FOR THE SOUTHEAST CORNER
OF.THE SAID N()RTliWEST QUARTER AND 1HE soUfHWEST CORNER OF Tf{E SAID
SOUTHEAST QUARTER OF SAID SECTION 73 AND BEING IN THE NORTH LINE OF
TIIE SOUTH HALF OF SAID SECTION 73 AND THE NORTH LINE OF A CALLEO 120
ACRE iRAC'f OF LAND DESCRlBED INA DEED RECORDED IN VOLUME 122~ PAGE
521.,_,: DEED RECORDS· OF REEVES COUNTY' TEXAS FOR THE MOST NORTHERLY
:           . ':           '       '   :·   ... :: .   ·:   : :·   _-   :. . :       .::   -   '   ·:   -   -   .:   '   '   '         ·:.        -           -          -           .. _..   .. -;·   '   .       '   -   :
SOUTI!EAST CORNER OF TIIE HEREIN DESCRIBED TRACT;
THENCE S 58°01 '36'' W, WITH THE SOUTH LINE OF rIIE SAID NORTHWEST
QUARTER AND THE NORTH LINE OFTHE SAID 120 ACRE TRACT, A DISTANCE OF
13.20FEET TOA POINT FOR TBE NORTIIEAST CORNER OF THE SAID 84.2 ACRE
TRACT AND THE NORTHWEST QOkNER; OF THE SAID 120 ACRE TRACT FOR AN
INTERIOR CORNER OF 1'HE HEREIN DESCRIBED TRACT·''
.   :   .   .          .   '       '             '                            -      '                                               - -         --       -   .       '.__       .   '                     '       '
THENCES 32°08'42'' E, WITH THE EAST LINE OF TI.IE SAID 84.2 ACRE 1RACT AND
THE WEST LINEOF THE SAID 120 ACRE TRACT A DISTANCE OF 1.61 FEET TO A
P()INT FOR; tHE NORTHEAST CORNER OF A 33.QOO ACllE TRACT TIDS DATE
SURVEYED AND A SOtJTFffiASt CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE CROSSING THE SAID 84.2 AC.RE TR.ACT WITH THE NORTH AND WEST
LINE OF THE SAID 33.000 ACRE TRACT OF LAND TIIlS DATE SURVEYED, tHE
FOLLOWING BEARINGAND DISTANCES:
A-2
MR.840
S 58°03'32" W; AT ADISTANCE OF 61.35 FEET PASSING A 112" IRON ROD FOUND
WITH. CAP    STAMPED "TRUJILLO RPLS 5358"; AT A .DISTANCE OF 61.51 FEET
PASSING THE WEST RIGHT-OF-WAY LINE OF SAID F,M. HIGHWAY NO. 2119, IN ALL
A TOTAL DISTANCE OF933 .83 FEET TO A 5/8; IRON ROD SET FOR THE NORTHWEST
CORNER OF  .  THE
.  SAID
. ..
'
33.000 ACRE TRACT AND AN INTERIOR CORNER OF THE
HEREIN DESCRIBED.TRACT;
$31°43'00" E, ADlStANCEOF 1432.68 FEET TOA 5/8" IRON ROD SET IN THE NOR.TI!
LINE OFTHE SA.ID T&P RAILROAD RIGHT-OF-WAY FOR THE SOUTHWEST CORNER
OF THE
:-: :··-
: ·:
SA.II)
:-:·
_. :: 33.000. ACRE
-    . . ·: ...
._-   -   __
TRACT
.. ..
'·_
AND
:·'
'  .THE MOST SOUTHERLY
'          . .. . . .. . SOUTIIEAST
. . . . . ..
' '
CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE S 699 42'07" W, WITH THE NORTH LINE OF THE SAID T&:P RAJLROA.D
COMPANY RIGHT..OF..WAY, A DISTANCE OF 4421.63 FEET TO THE PLACE OF
BEGINNil~U ANIJ CONTAINING 299.325 ACRES OF LAND.
A-3
MR.841












([KLELW³,,´
MR.842
ASSIGNMENT OF PERSONAL.PROPEftT\'\.
.   WARRANTIES AND LEASES
STATE OF TEXAS                  §
§
COUNTY OF REEVES                §
CENTURION PECOS TERMINAL.LLC, a Texas limited liability company (''Grantor"),
for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, has Granted, Sold, Assigned~ Transferred, Conveyed, and Delivered and does:by
th.ese presents Grant~ Sell, A~sign, Transfer, Convey and Deliver l;lilto BALLENGEE
INTERESTS, LtC, a Louisiana limited Jiability company (''Gr3n!AA~'), all of Grantor's rights,
titles, andinterests in'and to the following descdbed properties located cm, affixed to; and/or arising
or used ih connection with the·tract of land 'in Reeves County, Texas that is more particularly
described QI1 ``W``tA attached hereto and made a part hereof for alLpurposes·(the "Land"):
l.      All fixtures, equipment;.machinery, building materials, furniture, furnishings, and
otherpersonal property~ tangible or intangible, owned by Grantor (the ·~Pe[ional.Proue&tt''), and
located on, attached·to, or used in connection with the operation and maintenance qfth~ Land;
2.     Ajiy leases fot a11 or any portion, of~e Land (the ~'Leases"'), together with security
and other deposits owned ot held by Grantor pursuant to the Leases; and
3.     Any assignable warranties and guaranties relating to the Land and/or the Personal
Prop~rty (collectively, the ''W.arrantie5'').       ·                 ·    ·
This Assignnient may be executed in multiple counterparts, each of which constitutes an
original. but all ofwhich together constitute one agteement
IN WITNESS, WHEREOF, Gtantor ijtld Grantee have executed this Assigmnent of
Personal .Property~ Wan-arities a.tid L®.ses as of May 26, 2016..
[Remainder ofpage intentionally left blank]
EXHIBIT
:l        )J__
MR.843
GRANTOR~
GRANTEE:
BALLENGEE INTERESTS, LLC,
a Louisi.ana limited liability company
By: .,....._.~-.-.---....................````---.-..,...,.,.,.
James H. Ballengee, Manager
Exhibit A - Legal Description of the Land
2
MR.844
GRANTOR:
CENTURION PECOS TERMINAL LLC,
a Texas limited liability company
Name: -----~---c:-------,
Title:-------..------~--
GRANTEE:
BALLENGEE INTERESTS, LLC,
a Louisiana limited liability comp~· y
. '
Ex ibit A - Legal Description of the Land
2
MR.845
Exhibit A
To
General Assignment
BEING a tract ofland located in Section 76, Block 4, H&GN Survey, Reeves County, Texas, and
being a part ()fa called 496.76 GRID(496.87 Surface) acre tract of land as described in a Deed
recorded in Vohu11e 905, Page 155, Official Public Records; Reeves County, Texas
(0,P;R.R.C.T.), and being more particularly described as follows:
BEGINNING ata 5/8 inch iron rod set with cap stamped "TRANS TEXAS SURVEYING" for
the Northwest corner of saidSection 76; the Southwest comer of said Section 75~ the Northeast
corner of Section 77 !ill.d the Southeast corner of Section 78, said 5/8 inch iron rod set also being
in the intersectio11ofCounty Road No. 408 and County Road No. 404;
THENCE North 58 degrees 03 minutes 46 seconds East, with the commo11 Hne of said Section 76
and Section75; a distance of2639.85 feet to apointin the East line of said 496.76 acre tract from
which a 1/2 inchiron ro<.i found with cap stamped '"5358 TRUJILLO» bears South 58 degrees 03
minutes 46.secortds West, a distance of0;63 feet, also froinwhich a 1/2 irich iron rod found at the
.·Northeast comer of said Section 76, Block 4, .bears North 58 degrees 03 •minutes 46 seconds East,.
a distance of2639.85 feet;
THENCE South 32 degrees 08 minutes 23 seconds East, with the East line of said 496.76 acre
tract, a distance of3187.68 feet to a 5/8 inch iron rod set with cap stamped ''TRANS TEXAS
·SURVEYING'? for the Southeast corner of said 496.76 acre tractheing 100 feet North Clfthe
centerline ofthe·Texas•& Pacific Railroad;
THENCE. South 69 degrees 42 minutes 22. seconds West, with the· South line of said 496. 76 acre
tract.and 100 feet North of and parallel with the centerline of said Texas & ·Pacific Railroad, a
distance of2697AO feetto a pohlt in said County Road NoA08, the West line of said Section 16
and the East line of Section 77, Bfock 4, from which a 600 nail found bears South 69 degrees 42
minutes 22 seconds West, a distance of0.37 feet, also .from 'Which a 1/2 inch iron rod found for
the Southwest comer of said Section 76, Block 4, bears South32 degrees 08 minutes 13 seconds
East, a distance of 2657.42 feet;
THENCE North 32 degrees 08 minutes 13 ·seconds West, with the West line ofsaid 496.76 acre
tract and with the· coIIlJ.)lon line of said Section 76 and said. Section 77, a distance of 2643.29 feet
to the PLACE OF BEGI~'NING and CONTAINING 176.659 acres ofland.
MR.846












([KLELW³--´
MR.847
:ASSIONNIEN'f•.·OF·.P~1lSO:NAL.PlOJ!~llTYi
. . . .WAJlRANTIES ANDL:EAa:E§
STATE OF TEXAS                  §
§
COUNTY OF REEVES                §
CENTORlO'N" PECOS·TERMINAL LLC, a Texas limited liability col.llpany ("n with the tract ofland in Reeves County, Texas that is mo!e particularly
described on §~J~ibit A.attach.ed.hereto and m~de apiU't }teteoffot ali purposes (the "Land''): ·
1.     All fixtures, equipment, machinery, building materials, .furniture, furnishings,.and
other p~rsonalproj>erty; tangible odnta'Q.gible, owrted l)y Grantor (the '~Petsonai Probeffl?')i and
located on; a~ched to,.or u$~ in connection withtli~ operati()ll and maintenance ofthe Land;
2..    Ariy leases,for .afi.01' anY poi;tion of the.Land (the ''Leases"), together With secµrity
and other deposits owned·or held'. by Grantor pursuant to the Leases;.and
3~      Any assignable warranties and guaranties :relating to the:Lan4 and/or the Personal
Property (colleetively. the ''~ari~an~ies'').
This Assignm,ent may he executed in multiple Col.Ulterparts> ea~h of whfoh con$ti'tutes an
original, 'but all of' which together constitute one agreemeµt.
rN WtrN'.ESS WJIEREOF) (tnmtor· (Uld Gtantee .ha:ve executed tllls Assignn:teilt .uf
Personal 'Property1 Wan;arities and teases as of May 26, iOlB.
[:Remainder ofpage 1nt~ntionallyl~f1 blank]
.EXHIBIT
I.       Jo
MR.848
GRANTOR:
CENTURIQNPECOS TBBM~AL LLC,
aT~iJY¢Q ' y
'   "
J
By:~--., . .·. . ;.,,.._·' . ·... ·.. ··.· .. /''·   '
Name: _-·_              J:il$z/ .&tz .ex•_
Title:                      ``·tjk. W~ __
GRANTEE:
BALLENGEE INTERESTS, LLC,
a Louisiana limited liability company
By:__,,,--``~--.~,__-,-_,.,.,..,.....__,``
James H. Ballengee, Manager
Exhibit A -Legal Description of the Land
2
MR.849
GRANTOR!
CENTURION PECOS TERMINAL LLC,
a Texas limited liability company
By: ·----------~---
Title: -------------~--
GRANTEE:
BALLENGEE INTERESTS, LLC,
• LouIBWna 1imired;b,
7        y
By:    a          ``
J es It: allengE:b
"·T. RUJILLORPLS53,58'~BEARS-8
.  . .         . . .  . 58°03'30''W
..       ADISTANCEOF0.91
. . .           FEET·
.                                                                                                                                                                                                                                                                                       .                    .            .                                              .                                            ~
THENCE N58°03'30" E~ WI'ttt. THE NO,RTHLINE OF THE'SA.ID 10~'.58AQRETRA(T
.AND THE  .. - SOUTHOF
....     -     THE SAID 100;00ACRETRACT
'     .          , _ATADISTANCEOF
-        .:       . . ..
-  2639.42 FEET
-               ··-           -    .. ·       .-,.           .   . . , .·        ,·        .. '   -- -    -. . .                - -      '   .,            '          , ,,                   '      '' ,,.    ,,          _,              ,   ..   · .                  - '       .    -       ,,     •, ,                        ,.· .           __   .       -           ,.·     _             , _,        ._        '
PASSING
.... ·.:    . A   l/2"IR.ON
-- -
ROD FOUND   WITH:
'
CAP STAMPED- -
"TRUJILLO RPI.$
~--.
5:358''
'" '. IN
·. .-.       ..                           -. :· .       •.   ..          :   . .. . . ·-
'                                     .         _:                                       .·                              .                        .                    .           .                 -·                     .            .   -         ,..            - ;                 .                    ·.: . .   _   . ·-:                     .
ALL A TOTAL DISTANCE OF 2()39.n FEET TO A POINT IN THE COMM.ON LINE OF
SAID SECTION 76 AND SAID SECTION 73 FOR THE NORTHEAST CORNER OF THE
-sAID 109.58 ACRE TRACTAND THE SOUTHEAST CORNER OF THE SAID 100;00 ACRE
-TRAC'!\ BEINGALSOTHESOUTITTVEST CORNER OF A20.000 ACRETRACT OF LAND
THIS~ DATE SURVEYED'        " . ·'
.                                         .                                               .       _ _,             .
THENC:t;: CROSSING Tl!E NC)l{'[HWEST QU.ARTER OF SAID SECTION 73: \VItH THE
SbUtH AND EAST LINE OF THE SAID .20.000 ACRE TRACT OF LAND THIS DATE
SURVEYED, THE FOLLOWING BEARING ANP DJSTA.NCES:
N $8°03'30'' ``. A QIS)'ANCE OF 521;81 FEET TUA 5/8;, IRON ROD SET WITH CA1?
STAMPED "TRANS TEXAS SORVEYINO" FOR THE SOUTHEAST CORNER QF THE
SAID 20,000 ACRE
•'·:.      ... . TRACT AND AN INTERIOR CORNER OF THE
' •.                .. HEREINDESCRIBED
: :.· .  .        -·- .. -        . ·· '        -       .                              ·- ·-.-           . ·.· • ·       • ·               . '''''                                                                 . '                            .       .   '        .. · .                        . .    -                           . .                                                                .           .                                               ..
TR.ACT;
MR.851
N 32°08'3i'                                                        w.
A:DISTANCE OF 1650.40 FEET TO A 5/8'' IRON ROD SET WitH CAP
STAMPED "TRANS TEXAS SURVEYING'' iN THE:COMMONLINE OF SAID SECTION73
AND SECTION 740F. SAID . BLOCK
-· 4' H&GNRAILROAD COMPANY SURVEY AND THE
.                .                                 ..                  .. .           '        '          ' .          -                                               '        .         .        - -     .               .          ..                         .                             "
SOUTifLINEOFCOUNTYROADN0.404FORTHENORTHEASTCORNEROFTHiJSAID
20.000ACRETRAQT A,NO THE MOST NORTHERLY NORTHWEST CORNER OF THE
HEREIN DESCRIBED
..            . .
tllACT·
..   .   '                            ..              ..             .    '     '                                            · -~
THENCE N 58 9 03' 46'' E, WITH TfIE COMMON LINE OF SAID SECTION 73 :AND SAID
SECTION 74 ~D THE SQl]J:H LINEOF SAID couNtY ROAD NO. 404, PA$S!NGAT A
DISTANCE: OF .2034;62 .FEET A 5/8'·' IRON ROD SET WITH CAP .STAMPED ''TRANS
rExAs suRvEYING" IN T:HE WEsT ruGI-lr~ov-WAY LJ'NnoF:F.M,.H1GHwAYNO, 2119,
IN ALLA TOTAL DISTANCE OF 2117.21 FEET TO A POINT FOR THE NORTHEAST
CORNER OF sA.IDNPRTHWEST QUA.:RTER AND THE NOR1ltWEST CORNER OF THE
NORTHEAST QUARTER OF SA.IO SECTION 73 AND FOR TH~ NORTHEAST CORNER
OF TH:E HE~IN DESC.RIBED TRACT, FROM Wf!ICH A 1/2" .IRON ROD FOUND WITH
CAP AT THE NORTHEAST CORNER OF SAID SECTION 73 BEARS N 58°03'46": E, A
DISTANCEOF2645~Q8 FEET~
THENCE.s 326Q8'42'' E, wrra THE·EA.ST LINE oF tttE sAlIJNORTHwEsT QUARTER
AND THE WEST LINE OF THE S.AID NORTHEAST QUARTER OF SAIJJ .SECTI()N 73, A
OISTANCE OF 2645.36 FEETTO A POINT FOR THE FOR ·tHE·soUTHEAST COJWER OF
THE S.AJD NORTHWEST QUARTER AND THE SOUTHWEST CORNER OF THE SA.ID
SOUJHEASTQUARTER OF SAI)) &ECTION. 73 ;\ND 8EING IN THENORTH LINEOF
TIIE SOUTfI }{ALF ()F SAJP SECTION 73 AND Tl!E>NOR.Tl;I LINE OF A CALLED 120
.ACRE TRACT QF LAND _DESCRJB·ED· IN A DEED REGOR.DEP IN VOLUrvrE 122, ~AGE
521
-  ' DEED RECORDS
.       '  ·      OF
:. REEVES
. .  -· COUNTY
·.  " ·' TEXAS FOR THE MOST
..· .          .    NORTHERLY
-
-. - . .        ·. . . . .. ;. . .   '   .        ' '                    " ·, .                           .        .      '       '- ·           .· · ..·            .            .              .           .                                           .
~ ··SOUTHEAST CORNER ()FTHE HEREIN DESCRIBED TRACT;
THENCES.58°0l'36''W; WITfltEESOUTHLINEOF-THESAIDNORTHWESTQUAR:'J1ER
AND TI-IE NORTH LINE OF THE SAID 120 i\CRETRACT, A DISTANCE OF 13.20 FEET
to A POlNTFORTHENbi.tf'HEAST CORNER OF THE SAID 84.2 ACRE TRACT AND THE
NORTHWEST COWER OF 1'1-IE SAID 1io ACRE TR;ACT FOR AN INTERlOR CORNER
OF THE HEREINI?ESGRIBED TRACT;-
THENCE                                        s·32°08'42" E; WITH THE EAST L!NE OF THE SAID 84.2 ACRE TRACT AND
THE WEST LINE OFTHE SAID 120 ACRE.TRACT A DISTANCE OF l.61 FEET TO A
P.OINT FOR THE NORTHEAST CORNER OF A 33.000 .ACRE TRACT THIS DATE
SUR:VEYBDAND
- - .   ASOUTHEASTCORNEROF
.   -. .- -     THE HEREIN
. . DESCRIBED
-       TRACT'.
.
. '       ..                  .~                       '             "        -                                                        '                       .                  . . :.                          .              .·.                    . .
THENCE
:  .. CROSSiNG THE SAID 84.2 ACRE TRACT WITH THE NORTH AND WEST LINE
- .:             ' ·:     -       . ---     _.   -    . -.·· · .· · "                   ·.             .   - -. -        -              -   ·•   .   ..   '       · ·-                  -   -.             .   --                -   : : ··     . . ..      '   ....     ,.       -   .         -       .   ,-
OF TI-IE SAID 33;000 ACRE TRACT OF LAND THIS DATE SURVEYED, THE-FOLLOWING
BEARING AND DISTANCES:
S- 58°03.'32"
. . :.·
W      ATA
.::· ' <: -:: .'
DISTANCE
- · -· . - ''. ·:
OF
.
61.35
·:
FEET
: ·.
PASSING
- : -:
A 112"
' .·  -. ·.
IRON ROD
. .
FOUND
:
WITH
.
CAP STAMPED '!TRUJILLO RPLS 5358'~, AT A OISTANCE OF 61.51 FEET PASSING THE
MR.852
WEST R.l(THT-QF-WAY LINE OF -SAID F.M. HIGHWAY NO; 2119~ IN ALL A TOTAL
DISTANCEOF 933.$3 FEETTO AS/8' IRONROD SET FOR THE NORTHWEST CORNER
OF THE SAID 33.000 ACRE TRACT AND AN IN:IBRIOR CORNER OF THE HEREIN'
DESCRIBED TRACT·
'   .       .·
.. '     '       ..            .
S 31°43' 00"-E, Al)ISTANCE OF 1432.68 FEET TOA 5/8" IRON ROD SET IN THE NORTH
LINEOF THE SAID T&P RAILROAD RIGHT-OF-WAY FOR THE SOUTHWEST CORNER
OF THIE SAID 33-.000 ACRE TRACT AND THE -MOST SOUTHERLY SOUTHEAST
CORNER
·. .    OF THE HEREIN DESCRIBED- TRACT·
..   ·    -       .         . .    '    '       ·'   ..   -   .   .-   .   . .·            .           .
THENCE-S
·. .·.
:
69~42'{!7" W,• WITH
'   THE NORTH
..
·. . .
LINE OF THE SAID T&P RAILROAD
:   :    :     -- - · ..        .     ..   _       :   .       .   '   .   .   '   .   '   '   .,   .   ·.
COMPANYRIGHT'-Of;.WAY,ADISTANCROF 4421.63 FEET TO THEPLACE OF
BEGINNING AND CONTAINING 299.325 ACRES OF LAND.
MR.853












([KLELW³..´
MR.854
10/19/2017                                                                     Jup1terMLP
H( ·~                   11
JUPITER
MLP
The Premier High Gravity Solution
Mission
To provide our customers with           the   best crude oil
marketing, logistics. and processing solutions.
Jup1terMLP LLC is a privale company that provides crude oil
producers and gas plants with off take and logistics solutions.
Jupiter's strategically located terminals in the Permian Basin
connect to Gull Coast relining markets by utilizing our trucks
and third.party pipelines. with our primary focus being in the
https://www.1up1termlp.com/                                                                       MR.855
1/4
10/19/2017                                                                                                     JupiterMLP
Delaware Basin.
OPERATIONS
;·
.......... l,.,......_._-.,.,.
'"'"'-:::::\#~
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•;
Click Image to Enlarge                                                                                                     Clitk Image to Enlarge
WEST TEXAS & NEW MEXICO                                             JUPITER                                                    JUPITER CRUDE
MARKETING & LOGISTICS                                               PIPELINE                                                   UPGRADING, PROCESSING &
EXPORT TERMINAL
Jup1ter 1s an active first purchaser of both                        Jupiter Is constructing a 670+ mile.
high & low gravity crude and plant                                  dedicated high gravity crude oil pipeline                  Jupiter    1s    constructing        a   crude
condensate in New Mexico and West                                   that      originates        in        Orta,    Texas,      upgrading,      processing      and      export
Texas. Through acquisitions of Permian                              with additional inject and offtake points at               terminal on approximately 270 acres of
Crude      Transport      (PCT),       based              In        Pecos and Three Rivers. Texas. The                         land located in the Pon of Brownsville,
Midland,     TX,     &         Remuda         Energy                pipeline     terminates          1n    the    Port    of   Texas.       This   facility    1s    designed
Transportation. based in Artesia, NM,                               Brownsv'ille           at             the      Jupiter     specifically to process and upgrade high
Jupiter Transport owns and           operate~              a        Crude       Upgrading,           Processing          and   gravity crude (46+ API).
fteet of crude oi l. NGL and water trucks .                         Export Terminal.
Key Features:
Jupiter owns       10 propnetary pipeline                            • Expected start-up In 40 2019                             • Capable of producing              Ultra low
inJechon stations, and the Company has                               • 46+ API Gravity                                             Sulfur Diesel (ULSD). gasoline &
access to an additional 25+ leased                                   • Batch Capable                                               Atmospheric Gas Oil (AGO )
pipeline injection stations that provide                             • Direct connection in to the Kinder                       • Up to 1O million barrels of storage
injection capabilfty to all maJOt pipelines                                Morgan's Double Eagle & Kinde1                       • Deep water dock access (42 lt draft)
1n the Permian Basfn.                                                      Morgan Crude & Condensate                            • Fully intermodal solution
Pipeline Systems                                         o Pipeline served
Beyond     the     Permian       Basin,        Jupiter               • This is the only Permian pipeline with                       o    Ocean going vessels
Markeung & Trading buys crude oil and                                      direct access to all three maier Texas                   a Unit tram & manifest rail
refi ned products which are sold in both                                   deep water ports (Houston Corpus                         o Truck loading
domestic and international markets.                                        Christi, Brownsville )
https://www.jupitermlp.com/                                                                                                                                                                    MR.856
2/4
10/19/2017                                                                                                           JupiterMLP
Projected ln-st.lQ.     flr~upiter Pipeline                                            c:ZtQ
& Jupiter Crude Upgrading, Processing & Export Terminal
NEWS
There are no 11ems 1n this t1s1
CONTACT
Addlso11
Airµort                     Jup1terMLP      y Mus~um                                                 ...    -I
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.
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.:               ~                                      soom                       Map . Report a map en or
Inquiries
Dallas Office
For any inquiries. fill out the following form:                                                                             15851 Dallas Parkway
Suite 650
Addison , TX 75001
Name
Houston Office
EmaII                                                                                                                       440 Lou1s1ana Street
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Sub1ect                                                                                                                     Houston. TX 77002
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Midland Office
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https://www.jupitermlp.com/                                                                                                                                                                                      MR.857
3/4
10/19/2017                    Jup1terMLP
htlps·//www 1up1termlp.com/                MR.858
414
FILED
DALLAS COUNTY
12/12/2017 6:59 PM
FELICIA PITRE
DISTRICT CLERK
CAUSE NO. DC-16-07706
CENTURION LOGISTICS LLC,                                §       IN THE DISTRICT COURT OF
individually and derivatively on behalf of              §
CENTURION PECOS TERMINAL LLC,                           §
a Texas Limited Liability Company,                      §
§
Plaintiffs,                                  §
§
v.                                                      §
§
JAMES BALLENGEE, BALLENGEE                              §
INTERESTS, LLC, JOHN CALCE,                             §       DALLAS COUNTY, TEXAS
STAMPEDE TX ENERGY, LLC,                                §
CENTURION MIDSTREAM GROUP,                              §
LLC, CENTURION TERMINALS, LLC                           §
§
Defendants,                                  §
§
and CENTURION PECOS TERMINAL                            §
LLC, a Texas Limited Liability Company                  §
§
Nominal Defendant.                           §       44th JUDICIAL DISTRICT 1
JOHN CALCE’S REPLY BRIEF IN SUPPORT OF AMENDED MOTION FOR
PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST
CENTURION LOGISTICS LLC
TO THE HONORABLE COURT:
Defendant/Counter-Plaintiff John Calce (“Calce”) files this Reply Brief in support of
Calce’s Amended Motion for Partial Summary Judgment (the “Motion”) regarding his
Counterclaim against Plaintiff/Counter-Defendant Centurion Logistics LLC (“Centurion
Logistics”) and, in support thereof, would respectfully show the Court as follows:
1
On November 8, 2017, after the deadline to add additional parties, Centurion Logistics filed its Motion
for Leave to File Amended Petition seeking to add six additional defendants (the “Potential Defendants”).
To Calce’s knowledge, the Court has not granted Centurion Logistics’ request. Notwithstanding the lack
of an order granting leave, in its Response, Centurion Logistics added the Potential Defendants to the
style of the case. It appears that Centurion Logistics has also caused citation to be issued for the Potential
Defendants. Calce objects to Centurion Logistics adding any additional parties without first obtaining
leave of Court in accordance with the Scheduling Order.
JOHN CALCE’S REPLY BRIEF IN SUPPORT OF AMENDED MOTION FOR PARTIAL SUMMARY
JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC                                       PAGE 1
9569942.1/SP/40086/0102/121217
MR.859
SUMMARY OF REPLY
In an effort to cloud a simple issue, Centurion Logistics filed a lengthy Response
accompanied by a legion of irrelevant exhibits. The Motion, on the other hand, is straight-
forward and supports Calce’s right to advancement/reimbursement of his defense costs. The
purpose of this Reply is to refocus the issues and clarify some of the misstatements set forth in
Centurion Logistics’ Response.
ARGUMENT AND AUTHORITIES
1.         Calce does not have to show that he is entitled to indemnification to establish his
right to advancement/reimbursement of defense costs.
The right to advancement/reimbursement of expenses and the right to indemnification are
separate and distinct legal concepts. See the Motion § A; see also In re Aguilar,

344 S.W.3d 41

,
46 (Tex. App.—El Paso 2011, orig. proceeding) (providing that “[a]lthough the right to
indemnification and advancement are correlative, they are separate and distinct legal actions”).
In its Response, Centurion Logistics badly conflates the two concepts—specifically with respect
to the applicable standards for each. 2
Centurion Logistics correctly notes that Calce is only entitled to indemnification for
“Damages arising from any Proceeding relating to the conduct of [Centurion Logistics’] business
or to any act or omission by such Indemnified Person within the scope of the Indemnified
Person’s authority in the course of [Centurion Logistics’] business . . . .” 3 That is the standard
2
Centurion Logistics instructs the Court to employ a duty to defend analysis when determining the
Motion. See, e.g., Pl.’s Response ¶ 34. Any discussion regarding the duty to defend is a red herring.
Calce is not asking Centurion Logistics to assume his defense. He is seeking enforcement of his
contractual entitlement to advancement/reimbursement of his defense costs. The Aguilar court did not
perform a duty to defend analysis when determining the same issue that is now before the Court. That
concept is equally inapplicable here.
3
See the Company Agreement of Centurion Logistics (the “Agreement”), which is attached to the Motion
as Exhibit A-1, at Section 6.2.
JOHN CALCE’S REPLY BRIEF IN SUPPORT OF AMENDED MOTION FOR PARTIAL SUMMARY
JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 2
9569942.1/SP/40086/0102/121217
MR.860
for indemnification. But it is not the standard for advancement/reimbursement of defense costs.
Section 6.2 of the Agreement addresses advancement/reimbursement by providing that “[a]n
Indemnified Person’s expenses paid or incurred in defending itself against any Proceeding shall
be reimbursed as paid or incurred.” 4 Calce is therefore entitled to reimbursement/advancement
of the “expenses” he pays or incurs in defending himself so long as he is an “Indemnified
Person” and this lawsuit constitutes a “Proceeding” (as those terms are defined in the
Agreement). 5
Centurion Logistics does not dispute that Calce is an “Indemnified Person” and that this
lawsuit constitutes a “Proceeding” under the Agreement. 6 Accordingly, there should be no
dispute that Calce is entitled to advancement/reimbursement of the “expenses” he pays or incurs
in defending himself in this lawsuit. Centurion Logistics contends, however, that Calce must
prove his right to indemnification in order to establish his entitlement to
advancement/reimbursement of defense costs. That is simply wrong. See

Aguilar, 344 S.W.3d at 46

(providing that “[t]he right to advancement is not dependent on the right to
indemnification”) (emphasis added). Requiring Calce to establish his right to indemnification
before granting his contractual entitlement to reimbursement of defense costs (as such costs are
paid       or       incurred)         would   eliminate        the   purpose/benefit     of    his   right   to
advancement/reimbursement. See

id. at 55

(providing that [b]y its very nature, advancement of
4
See Ex. A-1 to the Motion at Section 6.2.
5
See Ex. A-1 to the Motion at Section 6.2.
6
See Ex. C to the Motion at 2.
JOHN CALCE’S REPLY BRIEF IN SUPPORT OF AMENDED MOTION FOR PARTIAL SUMMARY
JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC                                          PAGE 3
9569942.1/SP/40086/0102/121217
MR.861
expenses can occur only during the course of the trial court proceedings” and that “[i]t is
indemnification of expenses that occurs at the conclusion of the case”). 7
2.         Calce’s “expenses” include his attorneys’ fees.
Centurion Logistics claims that the term “expenses,” as used in Section 6.2 of the
Agreement does not include attorneys’ fees.          Aguilar squarely addressed and rejected this
argument. See

Aguilar, 344 S.W.3d at 51

. Moreover, Centurion Logistics completely ignores
the fact that Section 8.001 of the TBOC defines the term “expenses” to include “reasonable
attorney’s fees.” See TEX. BUS. ORGS. CODE § 8.001(3)(B). As stated in Aguilar, Centurion
Logistics’ interpretation would render the relevant language in Section 6.2 “insignificant and
practically useless.” See

Aguilar, 344 S.W.3d at 51

. Such an interpretation cannot stand under
Texas law. See Evanston Ins. Co. v. ATOFINA Petrochemicals, Inc.,

256 S.W.3d 660

, 668 n.27
(Tex. 2008) (providing that “[w]e cannot adopt a construction that renders any portion of a
policy meaningless, useless, or inexplicable.”)
3.         Centurion Logistics’ attempt to distinguish Aguilar is unpersuasive.
Centurion Logistics urges the Court to ignore Aguilar, which is directly on-point and
supports Calce’s entitlement to advancement/reimbursement of defense costs.                   Centurion
Logistics claims that Aguilar is inapplicable because the Aguilar court was tasked with
interpreting bylaws and, therefore, did not apply rules of contract interpretation. See Pl.’s Resp.
¶ 37. This contention is false.
7
Centurion Logistics argues that following Aguilar “would generate some absurd outcomes, namely, that
Centurion Logistics would owe Calce reimbursement for a host of potential lawsuits that are entirely
unrelated to Centurion Logistics.” See Pl.’s Response ¶ 60. This hypothetical fear need not be addressed
here as it is undisputed that this lawsuit constitutes a “Proceeding” under the Agreement. Moreover, this
is the exact type of case—one in which the corporation is suing an official for breach of fiduciary duty—
where “the right to advancement attaches most strongly.” See

Aguilar, 344 S.W.3d at 47

; see also Pl.’s
Orig. Pet ¶¶ 36 – 42.
JOHN CALCE’S REPLY BRIEF IN SUPPORT OF AMENDED MOTION FOR PARTIAL SUMMARY
JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC                                   PAGE 4
9569942.1/SP/40086/0102/121217
MR.862
Aguilar explicitly states that “[i]n construing the bylaws, we apply the rules that govern
the interpretation of contracts.” See

Aguilar, 344 S.W.3d at 49

. Multiple appellate courts have
cited Aguilar for this exact proposition. See, e.g., Arch Ins. Co. v. U.S. Youth Soccer Ass’n, No.
05-12-00596-CV, 2014 Tex. App. LEXIS 5068, at *13 (Tex. App.—Dallas May 12, 2014, no
pet.); Evans v. Davis, No. 14-12-01053-CV, 2013 Tex. App. LEXIS 14122, at *9 (Tex. App.—
Houston [14th Dist.] Nov. 19, 2013, no pet.). This transparently weak attempt to distinguish and
cast doubt on the validity/applicability of the Aguilar holding should be ignored.
4. The Affidavits of Marrocco and Albanese are irrelevant and the legal opinions set
forth therein are inadmissible.
In support of its Response, Centurion Logistics submitted the Amended Affidavit of
Marc Marrocco (the “Marrocco Affidavit”) and the Amended Affidavit of Antonio Albanese (the
“Albanese Affidavit”). 8 Both affidavits include the following statement:
It was never my intent in negotiating and executing the Centurion Logistics LLC
Company Agreement to indemnify or pay the expenses, defense costs, or attorney
fees of the Managers of Centurion Logistics LLC that breached fiduciary duties to
the Centurion Logistics LLC, nor was it my intent in negotiating and executing
the Centurion Logistics LLC Company Agreement to agree to reimburse or
advance the expenses, defense costs, or attorney fees of a Manager for conduct
that is not related to the business of Centurion Logistics LLC or conduct that is
outside the scope of that Manager’s authority.
See the Marrocco Affidavit ¶ 7; see also the Albanese Affidavit ¶ 7.
These self-serving statements are irrelevant and should not be considered because the
pertinent language of Section 6.2 of the Agreement is unambiguous—i.e., its interpretation is a
question of law for the court. See Moayedi v. Interstate 35/Chisam Rd., L.P.,

438 S.W.3d 1

, 7
(Tex. 2014) (citing MCI Telecomms. Corp. v. Tex. Utils. Elec. Co.,

995 S.W.2d 647

, 650 (Tex.
1999)); see also Peterson v. Farmers Tex. Cnty. Mut. Ins. Co., No. 05-15-00678-CV,

2016 Tex. 8

  The Marrocco Affidavit is attached to Plaintiff’s Response as Exhibit B and the Albanese Affidavit is
attached to Plaintiff’s Response as Exhibit C.
JOHN CALCE’S REPLY BRIEF IN SUPPORT OF AMENDED MOTION FOR PARTIAL SUMMARY
JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC                                 PAGE 5
9569942.1/SP/40086/0102/121217
MR.863
App. LEXIS 6586, at *9 (Tex. App.—Dallas June 22, 2016, no pet.) (providing that “[a]bsent a
finding of ambiguity, a court must interpret the meaning and intent of a contract from the four
corners of the document without the aid of extrinsic evidence”). The mere fact that the parties
advance different interpretations does not render the provision ambiguous. PopCap Games, Inc.
v. MumboJumbo, LLC,

350 S.W.3d 699

, 707 (Tex. App.—Dallas 2011, pet. denied).
The Marrocco and Albanese Affidavits also try to tell this Court what the Agreement
means. See the Marrocco Affidavit ¶ 7 (“[t]he indemnification language in the Centurion
Logistics LLC Company Agreement does not mean, and has never meant . . . .”); see also the
Albanese Affidavit ¶ 7 (same). Even legal experts (Marrocco and Albanese are not lawyers) are
not allowed to offer legal opinions regarding contract interpretation. See Akin v. Santa Clara
Land Co.,

34 S.W.3d 334

, 339 (Tex. App.—San Antonio 2000, pet. denied) (citing Coker v.
Coker,

650 S.W.2d 391

, 393 (Tex. 1983)) (providing that “the construction or interpretation of
an unambiguous contract is a question of law for the court” and that “[e]xpert testimony
regarding the legal interpretation of an unambiguous agreement encroaches upon the trial court’s
province to determine the correct legal interpretation”). The Court has the ability to construe the
meaning of Section 6.2 of the Agreement without the aid of the inadmissible legal opinions from
non-lawyers. Calce objects to such portions of the Marrocco and Albanese Affidavits and
requests that same be stricken.
CONCLUSION
Section 6.2 of the Agreement provides that “[a]n Indemnified Person’s expenses paid or
incurred in defending itself against any Proceeding shall be reimbursed as paid or incurred.” 9
The applicable language is mandatory and unambiguous. Moreover, it is undisputed that (1)
9
See Ex. A-1 to the Motion at Section 6.2 (emphasis added).
JOHN CALCE’S REPLY BRIEF IN SUPPORT OF AMENDED MOTION FOR PARTIAL SUMMARY
JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 6
9569942.1/SP/40086/0102/121217
MR.864
Calce is an “Indemnified Person”; and (2) this lawsuit constitutes a “Proceeding.” This issue is
simple. Calce is entitled to reimbursement as a matter of law. The Court should not be
distracted by Centurion Logistics’ efforts to create the illusion of a fact issue.
Calce respectfully requests that the Court grant his Amended Motion for Partial Summary
Judgment in its entirety and award him the relief requested therein. Calce further requests that
the Court strike the impermissible portions of the Marrocco and Albanese Affidavits described
above. Calce further requests such other and further relief to which he shows himself justly
entitled.
Respectfully submitted,
/s/ David N. Kitner
DAVID N. KITNER
State Bar No. 11541500
david.kitner@strasburger.com
CHASE J. POTTER
State Bar No. 24088245
chase.potter@strasburger.com
STRASBURGER & PRICE, LLP
901 Main Street, Suite 6000
Dallas, TX 75202-3794
(214) 651-4300
(214) 651-4330 Fax
ATTORNEYS FOR JOHN CALCE,
CENTURION MIDSTREAM GROUP, LLC,
CENTURION TERMINALS, LLC, AND
STAMPEDE TX ENERGY, LLC
CERTIFICATE OF SERVICE
The undersigned counsel certifies that on the 12th day of December, 2017, a true and
correct copy of the foregoing was forwarded to all known counsel in compliance with the Texas
Rules of Civil Procedure.
/s/ Chase J. Potter
Chase J. Potter
JOHN CALCE’S REPLY BRIEF IN SUPPORT OF AMENDED MOTION FOR PARTIAL SUMMARY
JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 7
9569942.1/SP/40086/0102/121217
MR.865
44TH DIST RICT COURT
GEORGE L. ALLEN, SR. COURTS BUILDING
600 COMMERCE STREET
DALLAS, TEXAS 75202-4604
December 15, 2017
DAVID N KITNER
901 MAIN STREET
SUITE 6000
DALLAS TX 75202
DC-16-07706
CENTURION LOGISTICS LLC vs. JAMES BALLENGEE, et al
ALL COUNSEL OF RECORD/PRO SE LITIGANTS:
PLEASE TAKE NOTE OF THE FOLLOWING SETTINGS:
JURY TR.IAL: 12/10/2018@9:00 AM
TRIAL ANNOUNCEMENTS MUST BE MADE IN ACCORDANCE WITH RULE 3 .02, LOCAL RULES OF
THE CIVIL COUR.T OF DALLAS COUNTY, TEXAS.
WHEN NO ANNOUNCEMENT IS MADE FOR DEFENDANT, DEFENDANT WILL BE PRESUMED READY.
IF NO PLAINTIFF FAILS TO ANNOUNCE OR TO APPEAR AT TRIAL, THE CASE WILL BE DISMISSED
FOR WANT OF PROSECUTION IN ACCORDANCE WITH RULE I65a, TEXAS RULES OF CIVIL
PROCEDURE.
COMPLETlON OF DISCOVERY, PRESENTATION OF PRETRIAL MOTIONS AND OTHER MATTERS
RELATING TO PREPARATION FOR TRJAL ARE GOVERNED BY THE TEXAS RULES OF CIVIL
PROCEDURE.
PLEASE FORWARD A COPY OF THIS NOTICE TO COUNSEL OF RECORD FOR EACH PARTY AND ALL
PRO SE PARTIES BY A METHOD APPROVED IN TEXAS RULES OF CIVIL PROCEDURE 21a.
SZ·L~
BONNIE LEE GOLDSTEIN
JUDGE, 44TH DISTRICT COURT
DALLAS COUNTY, TEXAS
Cc:
JAMES HOCK, CHRIS MO'rr; ROBERT MCNIEL, CENTURION PECOS TERMINAL LLC; TOM RAMSEY: VISPI JILLA; C GREGORY
SHAMOUN. CENTURION BROWNSVILLE TERMINAL. LLC. DAVID N KITNER; JUPITER MLP. LLC; STAMPEDE TX ENERGY LLC
MR.866
FILED
DALLAS COUNTY
5/2/2018 9:24 PM
FELICIA PITRE
DISTRICT CLERK
CAUSE NO. DC-16-07706
CENTURION LOGISTICS LLC, § IN THE DISTRICT COURT OF
individually and derivatively on behalf of §
CENTURION PECOS TERMINAL LLC, §
a Texas Limited Liability Company; and §
MARC MARROCCO and ANTONIO §
ALBANESE, individually and derivatively §
on behalf of CENTURION LOGISTICS, LLC §
§
Plaintiffs §
§
vs. § DALLAS COUNTY, TEXAS
§
JAMES BALLENGEE; BALLENGEE §
INTERESTS, LLC; JOHN CALCE, §
CHRIS A. MOTT; TOM RAMSEY, §
STAMPEDE TX ENERGY, LLC; §
CENTURION MIDSTREAM GROUP, LLC; §
CENTURION TERMINALS, LLC; §
CENTURION BROWNSVILLE §
TERMINAL, LLC; JAMES HOCK; VISPI §
JILLA; and JUPITERMLP, LLC §
§
Defendants, §
§ B-44th JUDICIAL DISTRICT
and CENTURION PECOS TERMINAL §
LLC, a Texas Limited Liability Company §
§
Nominal Defendant. §
PLAINTIFF’S SECOND AMENDED PETITION
Plaintiffs Centurion Logistics LLC (“Centurion Logistics”) individually and derivatively
on behalf of Centurion Pecos Terminal LLC (“Centurion Pecos”); and Marc Marrocco and
Antonio Albanese, individually and derivatively on behalf of Centurion Logistics, file this
Second Amended Petition against James Ballengee (“Ballengee”), Ballengee Interests, LLC
(“Ballengee Interests”), John Calce (“Calce”), Chris A. Mott (“Mott”), Stampede TX Energy,
LLC (“Stampede”), Tom Ramsey (“Ramsey”), Centurion Midstream Group, LLC (“Centurion
Midstream”), Centurion Terminals, LLC (“Centurion Terminals”), Centurion Brownsville
PLAINTIFFS’ SECOND AMENDED PETITION Page 1
MR.867
Terminal, LLC (“Centurion Brownsville”), James Hock (“Hock”), Vispi Jilla (“Jilla”), and
JupiterMLP, LLC (“JupiterMLP”), bringing claims directly and derivatively on behalf of
Centurion Pecos and directly and derivatively on behalf of Centurion Logistics for: breach of
fiduciary duty, aiding and abetting breaches of fiduciary duty, money had and received (unjust
enrichment), fraudulent concealment, aiding and abetting fraudulent concealment, violation of
the Theft Liability Act, Tex. Civ. Code §§ 134.001-134.005, tortious interference with contract,
fraudulent inducement, promissory estoppel, declaratory judgment and fraudulent transfer.
Accordingly, Plaintiffs would respectfully show the Court as follows:
I.
DISCOVERY CONTROL PLAN
1. Pursuant to Texas Rules of Civil Procedure 190.1-190.6, Plaintiffs hereby
designate that discovery will be conducted under Level 3. Pursuant to Rule 47 of the Texas
Rules of Civil Procedure, at this time, Plaintiffs seeks monetary relief in excess of $1,000,000.
II.
PARTIES
2. Plaintiff Centurion Logistics is a Texas limited liability company, with its
principal office in Dallas, Texas. Centurion Logistics is the sole member and the sole manager
of Centurion Pecos. The members of Centurion Logistics are: Marc Marrocco (“Marrocco”),
Antonio Albanese (“Albanese”), and TXC Energy LLC (“TXC Energy”), an affiliate of Calce.
3. Nominal Defendant Centurion Pecos is a Texas limited liability company, with its
principal office in Dallas, Texas. The current member and manager of Centurion Pecos is
Centurion Logistics. Stampede was a member and manager of Centurion Pecos until June 13,
2016.
4. Plaintiff Marrocco is an individual residing in Dallas County, Texas.
PLAINTIFFS’ SECOND AMENDED PETITION Page 2
MR.868
5. Plaintiff Albanese is an individual residing in Dallas County, Texas.
6. Defendant Ballengee is an individual residing in Dallas County, Texas.
Ballengee has already entered an appearance in this matter. Ballengee is a member and manager
of Defendant Ballengee Interests. Ballengee has already entered an appearance in this matter.
7. Defendant Ballengee Interests is a Louisiana limited liability company. Ballengee
is a managing member of Ballengee Interests. Ballengee Interests has already entered an
appearance in this matter.
8. Defendant Calce is an individual residing at 5601 Preakness Lane, Plano, TX
75093. Calce has already entered an appearance in this matter.
9. Defendant Stampede is a Texas limited liability company, with its principal place
of business in Dallas, Texas. Stampede was a manager and member of Centurion Pecos, but was
removed as a manager and member on June 13, 2016. Mott is the managing member of
Stampede. Stampede has already entered an appearance in this matter.
10. Defendant Mott is an individual residing at 631 Milam Street, Shreveport
Louisiana 71101. Mott (as detailed below), engages in business in Texas, but does not maintain
a regular place of business in the State or a designated agent for service of process. Hence, the
Texas Secretary of State is an agent for service of process for Mott, and service of process can be
made pursuant to Texas Civil Practice and Remedies Code § 17.044.
11. Defendant Ramsey resides in the Houston, Texas area. He may be served at his
residence or wherever he may be found. Ramsey is the Chief Executive Officer of Centurion
Midstream, Centurion Terminals, and JupiterMLP. Ramsey has already entered an appearance in
this matter.
PLAINTIFFS’ SECOND AMENDED PETITION Page 3
MR.869
12. Defendant Centurion Midstream is a Texas limited liability company, formed on
October 20, 2015, with its principal place of business in Dallas, Texas. Calce is the manager of
Centurion Midstream. Centurion Midstream has already entered an appearance in this matter.
13. Defendant Centurion Terminals is a Texas limited liability company, with a
principal place of business in Dallas, Texas. On information and belief, Centurion Terminals is
an entity controlled by Defendant Calce. The manager of Centurion Terminals is 58C, LLC, a
Texas limited liability company, whose manager is LV III, LLC, whose manager is Calce.
Centurion Terminals has already entered an appearance in this matter.
14. Defendant Centurion Brownsville is a Texas limited liability company, with its
principal place of business in Dallas, TX. The manager of Centurion Brownsville is Centurion
Terminals. Centurion Brownsville may be served by serving its registered agent, John Calce, at
15851 Dallas North Parkway, Suite 650, Addison, Texas 75001. Centurion Brownsville has
already entered an appearance in this matter.
15. Defendant Hock resides in the Houston, Texas area. He may be served at his
residence or wherever he may be found. Hock is the former President of Stampede Louisiana
and Stampede. Hock has already entered an appearance in this matter.
16. Defendant Jilla is an individual residing at 5719 Twin Brooks, Drive, Dallas,
Texas 75252. He may be served at his residence or wherever he may be found. Jilla is the
former designated representative of Stampede Louisiana and Stampede. Jilla has already entered
an appearance in this matter.
17. Defendant JupiterMLP is a Delaware limited liability company, with its principal
place of business in Dallas, Texas. Jupiter MLP may be served by serving its registered agent,
PLAINTIFFS’ SECOND AMENDED PETITION Page 4
MR.870
Capitol Services, Inc., 1675 S. State Street, Suite B, Delaware 19901. JupiterMLP has already
entered an appearance in this matter.
III.
JURISDICTION AND VENUE
18. This Court has jurisdiction over this case because the amount in controversy is in
excess of the Court’s minimum jurisdictional limits. Moreover, Defendants have engaged in
sufficient conduct in the State of Texas to confer jurisdiction over them. The Court has
jurisdiction over the subject matter of the action because a substantial portion of the events
giving rise to Plaintiffs’ claims occurred in Dallas County, Texas.
19. Venue is proper in Dallas County, Texas, pursuant to Texas Civil Practice and
Remedies Code Sections 15.002-15.007, because it is the county where all or a substantial part of
the events or omissions giving rise to the claims occurred as detailed in the following paragraphs.
IV.
BACKGROUND
20. Who can you trust? Apparently, when large potential profits are at issue, trust
and honesty are in short supply. Here, a project to create a rail terminal in Pecos, Texas to
service the oil and gas industry became the lynchpin of a grand scheme to steal the ideas, capital,
business and opportunities of Centurion Logistics and Centurion Pecos, by any means necessary.
Moreover, Defendants, by means of fraudulent activity and use of corrupt insiders, stole and
fraudulently utilized Centurion Pecos’ looted assets to pursue a much-expanded grand scheme –
creating a complex project stretching at least from the oilfields of West Texas all the way to the
Port of Brownsville, while cutting Centurion Logistics and Centurion Pecos out of the entire
operation.
PLAINTIFFS’ SECOND AMENDED PETITION Page 5
MR.871
A. Creation of Centurion Logistics and Centurion Pecos
21. Several years ago, Marrocco and Albanese were looking for ways to use their
expertise in real estate to invest in projects related to the booming oil and gas industry. During
their investigations, Marrocco became better acquainted with Calce, who worked in the oil and
gas industry, and whom Albanese happened to know from outside his business dealings. After
some investigation, Marrocco, Albanese and Calce decided to pursue a project to purchase real
estate and to develop a railway terminal for the shipping of crude oil and related materials. In
order to pursue that project, Marrocco, Albanese and Calce formed Centurion Logistics on
September 16, 2013. Centurion Logistics is manager-managed and its managers are Marrocco,
Albanese and Calce. Under the company agreement of Centurion Logistics, a majority of the
managers are required to take any action.
22. Initially, the Centurion Logistics managers utilized their skills to the benefit of the
company. Albanese used his connections to obtain the interest of a possible anchor tenant who
might want to ship hydraulic-fracturing sand through a terminal in that area, as a way to build
Centurion Logistics’ credibility with oil companies and the railroad. Marrocco identified, and
placed under contract, an approximately 177-acre parcel in Reeves County, Texas (the “First
Parcel”) to use for the terminal, and obtained a contract for Centurion Logistics to purchase it.
23. In order to obtain funds to purchase the First Parcel, Calce, Marrocco and
Albanese discussed bringing an equity partner into the Pecos project to contribute cash. Calce
offered two potential investors from the oil and gas industry with whom he was acquainted.
Because Marrocco had already begun to hear rumors that Calce had a reputation for self-dealing,
Marrocco proposed that Centurion Logistics work with the investor to whom he believed Calce
had fewer ties, namely Ballengee. Additionally, Ballengee was already involved with a company
PLAINTIFFS’ SECOND AMENDED PETITION Page 6
MR.872
that was trucking crude oil in the vicinity, Bridger Logistics. Ballengee agreed to contribute cash
to the project, in order to purchase the First Parcel without any liens or encumbrances. However,
unbeknownst to Marrocco and Albanese, Ballengee was in the process of selling his interest in
Bridger Logistics and would then be subject to a non-compete agreement, which would not allow
his personal involvement with this type of endeavor. Therefore, in order to conceal his activities,
Ballengee insisted on using an ostensibly unrelated entity, CAM Oil and Natural Gas, LLC
(“CAM”) as the funnel for his cash contributions. This came as a surprise to Marrocco and
Albanese, who had believed that Ballengee would use Bridger Logistics as the entity for his cash
contributions. Hence, Centurion Logistics and CAM formed Centurion Pecos, on September 12,
2014, with Calce as the sole manager, and Centurion Logistics assigned the contract to purchase
the First Parcel to Centurion Pecos on September 15, 2014.
24. Shortly before the closing of the sale of the First Parcel, Ballengee announced to
Centurion Logistics and (and Marrocco and Albanese) that he would not simply contribute cash
(through CAM), as he had represented, even though he had more than adequate cash to fund the
purchase of the First Parcel. Instead, Ballengee announced that he would use his existing line of
credit at Texas Capital Bank (“TCB”). Then, less than 48 hours before the closing of the First
Parcel purchase, Ballengee informed Marrocco and Albanese that TCB was requiring a deed of
trust on the property to secure the extension of credit to Ballengee. Because of the last-minute
nature of this announcement, Centurion Logistics (and Centurion Pecos) had no other way to
fund the purchase of the First Parcel before the required closing date, it being too late to look for
other funding sources. Moreover, there was a real risk that Centurion Logistics (and Centurion
Pecos) would lose the ability to purchase the First Parcel, since the seller was already threatening
to sell to another purchaser. Having no other choice, Centurion Pecos acceded to Ballinger’s
PLAINTIFFS’ SECOND AMENDED PETITION Page 7
MR.873
demands and granted the deed of trust to TCB. The proceeds of the loan by TCB to Ballengee
Interests were then contributed by Ballengee, through CAM Oil and Natural Gas, and used to
purchase the First Parcel on September 19, 2014.
25. What Centurion Logistics, Marrocco and Albanese did not know at that time, was
that Calce and Ballengee had a plan to create a mechanism by which they could cause control of
the property to be involuntarily removed from Centurion Pecos through foreclosure, with the first
step of the plan being to force Centurion Pecos to grant the deed of trust to TCB, thereby
encumbering the First Parcel.
26. Centurion Logistics next determined that the terminal project could be expanded
by acquiring an approximately 300-acre parcel adjacent to the First Parcel (the “Second Parcel”).
Marrocco obtained a contract for an entity he controlled, in order to purchase the Second Parcel.
Marrocco was increasingly concerned about Calce’s reputation for underhandedness, and, as a
condition to assigning the purchase agreement to Centurion Pecos, insisted that the company
agreement of Centurion Pecos be amended in order to remove Calce as the sole manager of
Centurion Pecos, as of November 2014. By this time, unbeknownst to Marrocco or Albanese,
Ballengee had sold his interest in Bridger Logistics, and had become subject to a non-compete
agreement which would prohibit his involvement in Centurion Pecos. Since CAM was too
closely associated with Ballengee, and its continued participation in Centurion Pecos could cause
Bridger Logistics to discover Ballengee’s violation of his non-compete agreement, Ballengee or
Calce caused CAM Oil and Natural Gas to be removed as a member of Centurion Pecos, and be
replaced by Stampede Energy, LLC (“Stampede Louisiana” – a predecessor Stampede TX
Energy, LLC), a company unlikely to be identified by Bridger Logistics as being associated with
Ballengee.
PLAINTIFFS’ SECOND AMENDED PETITION Page 8
MR.874
27. Under the amended and restated company agreement of Centurion Pecos,
Centurion Logistics and Stampede Louisiana were the members and managers of Centurion
Pecos. Centurion Pecos is manager-managed, and, under the amended and restated company
agreement, any action requires the consent of all managers.
28. At the closing of the Second Parcel, Ballengee again insisted that rather than
fulfilling his representation to contribute his cash to fund the purchase of the Second Parcel free
of any liens or encumbrances, he would instead take out another loan from TCB. Once again,
Ballengee insisted that Centurion Pecos grant a deed of trust to the Second Parcel to TCB to
secure this second loan. As with Ballengee’s First Parcel scam, his pattern here was part of his
plan to create a mechanism to remove control of the Second Parcel from Centurion Pecos
through foreclosure, making sure it was encumbered by the deed of trust. The purchase of the
Second Parcel closed on August 21, 2015. The First Parcel and the Second Parcel are
collectively referred to as the “Reeves County Property.”
29. As with the purchase of the First Parcel, Ballengee did not provide the funds for
the Second Parcel directly to Centurion Pecos. Rather, he funneled the funds through Stampede
Louisiana because his participation in the Centurion Pecos venture was circumscribed by his
non-compete.
30. Both deeds of trust, granted at the closings of the Reeves County Property,
contain a cross-collateralization clause pledging the Reeves County Property as collateral for all
obligations of Ballengee Interests to TCB, even obligations not involving Centurion Pecos.
Calce signed both deeds of trust, purportedly in his capacity as manager of Centurion Pecos,
although he was no longer a manager of Centurion Pecos at the time he signed the deed of trust
PLAINTIFFS’ SECOND AMENDED PETITION Page 9
MR.875
to the Second Parcel, and had no other authority to sign the second deed of trust for Centurion
Pecos.
B. Calce and Ballengee Hatch Their Grand Scheme
31. While Centurion Pecos was purchasing the parcels for the Pecos railroad terminal,
Calce and Ballengee realized that the Pecos terminal idea was an incredible idea, and could be
the nexus of an extremely profitable and much more extensive project. They began using the
planned Pecos terminal (and its assets) as the focus point of a connection to the Port of
Brownsville. This would involve building a terminal at the Port of Brownsville, along with
storage facilities and fractioning towers for processing condensate. They realized that the Pecos
terminal in Reeves County was the key to a huge money-making opportunity, but first, they
needed absolute control over Centurion Pecos and its Reeves County Property. Since Calce and
Ballengee had already set up a way to steal Centurion Pecos’ assets, they realized that they had
the opportunity to cut Marrocco, Albanese and Centurion Logistics (and Centurion Pecos)
completely out of this opportunity if they chose. To conceal activities related to this incredible
opportunity from Marrocco and Albanese, Calce created a new entity, Centurion Terminals (and
designated himself manager) on August 27, 2015. By September 11, 2015, Centurion Terminals
was breaking ground on a Brownsville terminal.
C. Defendants’ Fraudulent Scheme Begins to Unfold
32. As Calce and Ballengee’s grand scheme began to progress in late 2015, Calce
began communicating to Marrocco that Calce and Ballengee wanted to bring other participants
into the project, and wanted Marrocco and Albanese to take a more passive role and a reduced
share of the profits. Calce then had a private meeting with Marrocco, expressing his desire to
force Albanese out as a manager of Centurion Logistics, and to require Albanese to sell his
PLAINTIFFS’ SECOND AMENDED PETITION Page 10
MR.876
membership interest in Centurion Logistics for less than its fair value. Calce claimed that the
Pecos terminal was just a small part of an overall project that Ballengee was putting together.
Calce threatened that if Marrocco did not cooperate in removing Albanese from Centurion
Logistics and agree to turn over the Pecos terminal project to Calce and Ballengee for a very
small percentage of the “new” project, Calce and Ballengee would exclude Marrocco from
participation in the entire project, including the Pecos terminal. Calce told Marrocco that they
could do this by removing the Reeves County Property from Centurion Pecos through the
foreclosure scheme Ballengee and Calce had set up during the two purchases constituting the
Reeves County Property. However, if Calce could get Albanese out, his plans could go forward
unhindered, since without Albanese, Marrocco could not outvote Calce, and would have no way
to stop Calce and Ballengee from taking complete control of the Reeves County Property –
without the necessity of foreclosure. Although Marrocco agreed to consider taking a smaller
percentage in the grand scheme, he refused to participate in removing Albanese from Centurion
Logistics.
33. Ballengee subsequently met with Marrocco and Albanese, again trying to induce
them into agreeing to take a small percentage of the much larger project, and agreeing that it was
Centurion Logistics that had the original idea. At that meeting, Marrocco informed Ballengee
that Calce had threatened to foreclose on the Reeves County Property and take it from Centurion
Pecos if Marrocco did not agree to cut Albanese out. Ballengee then indicated that they were
willing to buy Marrocco and Albanese out if they did not agree to trade control of the Pecos
terminal for a very small piece of the larger project.
34. Calce and Ballengee then demanded a meeting with Marrocco to negotiate a fair
price for Marrocco’s interest in Centurion Logistics. However, this proposal was actually a ruse
PLAINTIFFS’ SECOND AMENDED PETITION Page 11
MR.877
to trick Marrocco into attending an uncalled meeting of the managers of Centurion Pecos to
approve an “assignment and assumption agreement,” handing the Reeves County Property over
to Ballengee Interests. Marrocco refused to attend the meeting.
35. Before Marrocco could give an answer as to whether he and Albanese were
willing to agree to a significantly reduced percentage of the “new” opportunity or to take a buy-
out of their interest, Calce and Ballengee decided to go forward with the “new” opportunity and
began to execute on their plan to strip Centurion Pecos of its assets.
36. The actions of Ballengee and Calce were a part of their grand scheme to move the
Reeves County Property out of Centurion Pecos and into an entity in which Marrocco and
Albanese have no interest, depriving Marrocco and Albanese of their entire interests in the
terminal project. To these ends, Calce and Ballengee began negotiating with Union Pacific to
establish rail service to the Reeves County Property through Centurion Midstream, an entity
unrelated to Centurion Logistics or Centurion Pecos – an entity with Calce as President and
Ramsey as CEO. Centurion Midstream represented to Union Pacific that it was the owner of the
Reeves County Property. After Centurion Logistics notified Union Pacific that Centurion
Midstream had no affiliation with Centurion Pecos, Calce, Ballengee and Ramsey told Union
Pacific that Marrocco and Centurion Logistics were no longer involved in the project, and that
Centurion Midstream would own the Reeves County Property “within a few weeks.” On its
website at this time, Centurion Midstream claimed to own the property purchased by Centurion
Pecos and purported to be creating a terminal at Pecos, Texas.
37. In furtherance of this grand scheme, Calce, Ballengee and/or Mott and Stampede
(or its predecessor, Stampede Louisiana), created a number of unauthorized and/or fraudulent
documents purporting to pledge the Reeves County Property or create unauthorized obligations
PLAINTIFFS’ SECOND AMENDED PETITION Page 12
MR.878
of Centurion Pecos. These unauthorized transactions and documents were not only concealed
from Plaintiffs, but, on information and belief, were actually backdated.
38. As noted above, the grand scheme to cut Marrocco, Albanese, Centurion Logistics
and Centurion Pecos out of the “new” opportunity went far beyond just the Reeves County
Property, and had begun months before. In a transaction unrelated to the purchase of the Reeves
County Property, Ballengee Interests granted a promissory note to TCB dated January 6, 2015
for a line of credit in the amount of $750,000. Unbeknownst to Marrocco and Albanese, in order
to secure the Ballengee Interests line of credit, Calce executed a deed of trust to the First Parcel,
purportedly on behalf of Centurion Pecos as its manager – this was at a time when Calce was no
longer a manager of Centurion Pecos. The January 6, 2015 deed of trust also contained a cross-
collateralization clause pledging the First Parcel as collateral for all obligations of Ballengee
Interests to TCB, even obligations not involving Centurion Pecos. The proceeds of the line of
credit were not used for any purpose related to the business of Centurion Pecos. Rather, Calce,
Ballengee and Ramsey used the proceeds from the unauthorized loan and deed of trust to fund
other projects, including the Brownsville terminal. That is, the $750,000 was either spent
directly on other projects, or allowed Defendants to divert other resources to those projects.
Centurion Logistics was unaware of the January 6, 2015 deed of trust, and only discovered it
during a record search of Reeves County conducted in May 2016.
39. On October 30, 2015, after Calce had openly expressed the desire to remove
Albanese from Centurion Logistics, and shortly after Centurion Midstream was formed,
Ballengee Interests extended the term of the First Parcel note to TCB, and filed an extension of
the deed of trust on the First Parcel to secure that note. Again, that extension was surreptitiously
signed by Calce, as “manager of Centurion Pecos,” although he was not a manager of Centurion
PLAINTIFFS’ SECOND AMENDED PETITION Page 13
MR.879
Pecos at the time, and had no other authority to act on behalf of Centurion Pecos. Again,
Marrocco, Albanese, Centurion Logistics and Centurion Pecos were not aware of the extension
of the deed of trust on the First Parcel, and only discovered it during a record search of Reeves
County conducted in May 2016. Ballengee’s and Calce’s purpose in extending the deed of trust
was to support their grand scheme and their fraudulent efforts to preserve the Ballengee Interests
note as a means of removing the First Parcel from Centurion Pecos.
40. In April 2016, without authority to act for Centurion Pecos, Stampede1 and Calce
forged documents that purported to obligate Centurion Pecos to assume Ballengee Interests’
obligations under the notes Ballengee Interests owed TCB (which had been used to obtain the
funds contributed to purchase the Reeves County Property), and to grant Ballengee Interests a
deed of trust to secure the assumption. Marrocco, Albanese, Centurion Logistics and Centurion
Pecos were unaware of these documents or the unauthorized assumption until Centurion Pecos
received a “notice of default” dated April 28, 2016 from Ballengee Interests for its purported
failure to make interest payments under the assumption agreement. Neither Centurion Pecos,
Centurion Logistics, Marrocco nor Albanese were provided with copies of the purported
assumption agreement and deed of trust until after the Original Petition was filed in this matter.
41. In addition, Calce and Ramsey created a note, dated on or about November 15,
2015, purporting to obligate Centurion Pecos to make payments to Centurion Terminals, which
was controlled by Calce and Ramsey. Centurion Pecos first learned of this note in a demand
letter dated May 27, 2016. No note of this description was ever authorized by Centurion Pecos,
and to date, neither Centurion Pecos, Centurion Logistics, Marrocco nor Albanese have ever seen
this purported note.

1
By this time, Stampede Louisiana had become Stampede, as detailed in Section F, below.
PLAINTIFFS’ SECOND AMENDED PETITION Page 14
MR.880
42. Ballengee Interests and Calce also created fraudulent notes ostensibly by
Centurion Pecos to Ballengee Interests, dated September 16, 2014 and August 17, 2015.
Centurion Pecos first learned of these notes in demand letters dated May 25, 2016. Again,
neither Centurion Pecos, Centurion Logistics, Marrocco nor Albanese had ever seen these
purported notes until after the filing of the Original Petition. When Centurion Logistics
originally agreed to providing the Reeves County Property as collateral for the Ballengee Loans,
it did not realize that such could be parlayed into circumstances that would obligate Centurion
Pecos (as opposed to Ballengee) to repay the purchase price.
43. In furtherance of their grand scheme and their fraudulent plans, Defendants
threatened to use the unauthorized, forged and fraudulent documents to foreclose on the Reeves
County Property. Centurion Pecos received letters from Ballengee Interests and Centurion
Terminals demanding payment of purported obligations that Centurion Pecos never, in fact,
agreed to assume.
D. The Grand Scheme Begins to Come Together: Calce “Transfers” the Reeves
County Property to Ballengee Interests
44. On May 26, 2016, Calce signed Special Warranty Deeds purporting to transfer
both parcels of the Reeves County Property to Ballengee Interests. However, those purported
transfers were legally invalid, as they were done without the authorization of Centurion Pecos.
According to documents executed by Calce and Ballengee, the purported transfer of the Reeves
County Property was made because Centurion Pecos was unable to make payments under the
unauthorized financial obligations fraudulently entered into by Calce and Ballengee. The
transfer of the Reeves County Property was an invalid and illegitimate transaction, fraudulently
made as a part of the grand scheme of cutting Marrocco and Albanese out of the Pecos terminal
project, and excluding them from additional opportunities (as explained below).
PLAINTIFFS’ SECOND AMENDED PETITION Page 15
MR.881
E. Calce, Ballengee and Ramsey Expand the Grand Scheme Using Centurion
Pecos Funds and Property
45. As set forth above, Calce fraudulently granted a deed of trust in Centurion Pecos’
name to TCB to procure a $750,000 loan to Ballengee Interests – a transaction made without
any authorization from Centurion Pecos. Calce, Ballengee and Ramsey, together with their
related entity Defendants, used this $750,000 as seed capital to fund and expand their grand
scheme by constructing other projects in Reeves County, Texas and in Brownsville, Texas. The
$750,000 was either spent directly on these projects or the influx of the $750,000 allowed
Defendants to use other resources on these projects.
46. For example, Centurion Midstream and Centurion Terminals used these funds to
begin constructing their own railway terminal next door to the site of the original proposed
Centurion Pecos terminal. Calce, Ballengee and Ramsey also used the funds as seed capital to
begin construction of the related railway terminal and refinery in Brownsville, Texas.
Eventually, the grand scheme involved every aspect from West Texas to the Gulf Coast,
gathering and transporting crude oil from the Delaware Basin, through the Pecos Terminal, and
then on to Brownsville, where it would be stored, processed, and blended, and subsequently be
sold or exported.
47. In a further attempt to conceal their fraudulent scheme, Defendants created
JupiterMLP (with Tom Ramsey as CEO, in addition to his CEO duties for Centurion Midstream
and Centurion Terminals), and transferred some or all of these projects to that entity.
JupiterMLP continues pursuit of this grand scheme to this day.
48. While Defendants used the wrongfully-obtained funds to commence and pursue
these projects, Centurion Logistics and Centurion Pecos have not only been defrauded of their
assets and excluded from participation in the original project, but have also been deprived of the
PLAINTIFFS’ SECOND AMENDED PETITION Page 16
MR.882
lucrative business opportunity to participate in the broader Brownsville terminal, storage, and
refining project and the profits flowing therefrom – even though it was Centurion Logistics and
Centurion Pecos’ own assets that helped fund and construct these additional projects. In other
words the Defendants formulated and executed this fraudulent method of financing the broader
project for a huge payoff, using Centurion Logistics and Centurion Pecos as the source of
financing and funds since they had the only hard asset, the Reeves County Property), all the
while cutting them off from any participation or profits therefrom.
F. Stampede Violates the Company Agreement
49. Section 10 of the First Amended and Restated Company Agreement of Centurion
Pecos Terminal LLC (“Company Agreement”) sets forth the conditions under which a member
may transfer its membership interest. Section 10.4 states that a transfer shall not be permitted
unless:
[t]he transferor and transferee have delivered to the Company
[Centurion Pecos] any documents that the Board of Managers
request to confirm that the transfer satisfies the requirements of
this Agreement to give effect to the transfer, and to confirm the
transferee’s agreement to be bound by this Agreement as Assignee.
50. Pursuant to Section 10.1(a) of the Company Agreement, “transfer” includes “a
transfer by merger or other business combination.” Stampede Louisiana (a Louisiana limited
liability company) was a member of Centurion Pecos at the time that the Company Agreement
was adopted, and was bound thereby. On January 20, 2016, Stampede Louisiana was converted
to Stampede. Stampede then engaged in a series of mergers, first with Centurion Brownsville
Terminal, LLC, a Texas limited liability company, on February 4, 2016, and then with Stampede
Energy, LLC, a Delaware limited liability company on March 2, 2016.
51. On April 30, 2016 and again on May 4, 2016, Centurion Logistics expressly
requested that Stampede and Centurion Brownsville provide the information required by Section
PLAINTIFFS’ SECOND AMENDED PETITION Page 17
MR.883
10.4 of the Company Agreement. Stampede, at Mott’s direction, and Centurion Brownsville
failed and refused to provide the information required by the Company Agreement.
G. Centurion Pecos Expels Stampede as Member and Manager
52. In response to Stampede’s blatant violations of the Company Agreement,
Centurion Logistics, on behalf of Centurion Pecos, on May 31, 2016, called a meeting of
managers and members of Centurion Pecos, which was held on June 13, 2016. At the meeting,
Centurion Logistics moved to remove Stampede as a member of Centurion Pecos based on
Stampede’s prohibited transfers of its membership interest and refusal to provide related and
required information. Because the motion involved removing Stampede as a member, Stampede
was an interested manager and not eligible to vote. Centurion Logistics, the only manager
eligible to vote on the motion, voted to remove Stampede as a member. This left Centurion
Logistics as the sole member of Centurion Pecos.
53. Subsequently, the remaining member of Centurion Pecos called a meeting to
determine whether Stampede should be removed as a manager because it had transferred its
membership interest in a prohibited transfer and engaged in other wrongful conduct that
materially affected the business of Centurion Pecos and its members, and had also engaged in
conduct that had made it not reasonably practicable to carry on the company business with
Stampede. Centurion Logistics, the only remaining member, voted to remove Stampede as a
manager of Centurion Pecos. This left Centurion Logistics as the sole manager of Centurion
Pecos.
V.
THE CENTURION PECOS COMPANY AGREEMENT
54. Article X of the Company Agreement for Centurion Pecos provides for removal
of a Member under certain conditions, including when a Member makes a “Prohibited Transfer”
PLAINTIFFS’ SECOND AMENDED PETITION Page 18
MR.884
of all or any part of its Membership Interest. Article I of the Company Agreement provides that
the Board of Managers is comprised of Centurion Logistics and “Stampede”, and further defines
“Stampede” as “Stampede Energy, LLC, a Louisiana limited liability company.” Although the
Company Agreement does not specify what Managers are eligible to vote on removal of a
Member that violates the Company Agreement, allowing a designated Manager to be a voting
member of the Board for purposes of determining whether it should be removed as a Member for
violations of the Company Agreement would lead to an absurd result, and render large portions
of the Company Agreement superfluous and meaningless, specifically including all of Article X,
all references to a “Permitted Transfer” or a “Prohibited Transfer”, and the provisions of Article
12 regarding removal of a Member.
55. Article V of the Company Agreement provides for removal of a Manager under
certain conditions, including when the Manager has (1) engaged in wrongful conduct described
in Section 6.3(a) that adversely and materially affected the Company business of the Members,
and (2) engaged in conduct relating to Company business that has made it not reasonably
practicable to carry on the Company business with the Manager. Although the Company
Agreement does not specify whether a Manager which is subject to removal pursuant the terms
of the Company Agreement has a right to vote concerning its own removal, allowing a
designated Manager to be a voting member of the Board for purposes of determining whether it
should be removed as a Manager for engaging in such wrongful conduct (including any act or
omission that involves gross negligence, intentional misconduct or knowing violation of law,
transfer or attempted transfer of all or a portion of a Membership Interest in a Prohibited
Transfer, of a willful or reckless breach of the Company Agreement) would lead to an absurd
PLAINTIFFS’ SECOND AMENDED PETITION Page 19
MR.885
result, and render large portions of the Company Agreement superfluous and meaningless,
specifically including, but not limited to, all of Section 5.2(b), 5.5 and 5.9(a).
56. To the extent that the Company Agreement does not specifically provide for the
ineligibility of a Manager to vote on removal of a Member, the Company Agreement is vague
and ambiguous. Moreover, a fair reading of the Company Agreement demonstrates that the real
intention of the parties thereto was to actually have an effective method to remove Members and
the only way to effectuate such an intention is to imply a covenant that a Member is ineligible to
participate as a Manager for purposes of voting as to whether to remove itself as a Member.
57. To the extent that the Company Agreement does not specifically provide for the
ineligibility of a Manager to vote on his own removal for cause, the Company Agreement is
vague and ambiguous. Moreover, a fair reading of the Company Agreement demonstrates that
the real intention of the parties thereto was to actually have an effective method to remove
Managers and the only way to effectuate such an intention is to imply a covenant that a Manager
is ineligible to participate as a Manager for purposes of voting as to whether to remove itself as a
Manager.
VI.
CAUSES OF ACTION
A. First Cause of Action: Breach of Fiduciary Duty as to Calce
58. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
59. As a manager of Centurion Logistics, Calce had a duty of loyalty to the company.
The duty of loyalty requires Calce to act in good faith and not allow personal interests to take
precedence over the interests of Centurion Logistics.
PLAINTIFFS’ SECOND AMENDED PETITION Page 20
MR.886
60. Calce also had a duty to disclose all important information concerning any
transaction, including any matters that might influence him to act in a manner prejudicial to
Centurion Logistics.
61. In violation of his fiduciary duties, Calce colluded with the other Defendants to
engage in a series of fraudulent transactions which were contrary to the interests of Centurion
Logistics and Centurion Pecos. This pattern of misconduct is intended to further Defendants’
grand scheme, namely, to remove the Reeves County Property from Centurion Pecos and pursue
a competing development as well as use the resources of Centurion Pecos and Centurion
Logistics to deprive Centurion Logistics of its share of any profits from the Pecos terminal
project and other projects funded through Centurion Pecos assets. The entire scheme is an
egregious breach of Calce’s duty of loyalty and full disclosure.
62. By secretly encumbering Centurion Pecos’ assets and misusing the company’s
assets, Calce has damaged the ability of Centurion Logistics to conduct business and impaired
the value of those assets.
63. Calce’s breaches of fiduciary duty proximately caused Centurion Logistics (and
Marrocco and Albanese) to suffer damage and Calce has obtained benefits, which Calce should
be required to forfeit. The benefits Calce should be required to forfeit also include any
remuneration he has received from Defendants Centurion Midstream, Centurion Terminals,
Centurion Brownsville and JupiterMLP.
64. Calce’s breaches of fiduciary duty were intentional and, accordingly, Centurion
Logistics, Marrocco and Albanese seek, and should recover, exemplary damages against Calce.
PLAINTIFFS’ SECOND AMENDED PETITION Page 21
MR.887
B. Second Cause of Action: Breach of Fiduciary Duty as to Stampede
65. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
66. As a manager of Centurion Pecos, Stampede owed Centurion Pecos a duty of
loyalty. Further, Stampede owed Centurion Pecos a duty of candor, including a duty to disclose
information concerning its role in any transaction that would prejudice the interests of Centurion
Pecos.
67. Stampede violated its fiduciary duty by covertly engaging in a pattern of
transactions designed to deprive Centurion Pecos of the Reeves County Property, as well as
Centurion Pecos’ interest in the terminal project. Stampede has also breached its fiduciary duty
by using Centurion Pecos’ resources and assets, without authorization, to develop other projects,
while excluding Centurion Pecos from any share in the profits of those projects.
68. By secretly encumbering Centurion Pecos’ assets and misusing Centurion Pecos’
assets, Stampede has damaged the ability of Centurion Pecos to conduct business, impaired the
value of those assets, and deprived the company of returns which should rightfully belong to the
company.
69. Stampede’s breaches of fiduciary duty have proximately caused Centurion Pecos
to suffer damage and Stampede has obtained benefits which Stampede should be required to
forfeit.
70. Stampede’s breaches of fiduciary duty were intentional and, accordingly,
Centurion Pecos seeks, and should recover, exemplary damages against Stampede.
C. Third Cause of Action: Aiding and Abetting Breach of Fiduciary Duty
PLAINTIFFS’ SECOND AMENDED PETITION Page 22
MR.888
71. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
72. Ballengee, Ballengee Interests, Mott, Hock, Jilla, Ramsey, Centurion Midstream,
Centurion Terminals, Centurion Brownsville, and Jupiter MLP assisted with, encouraged and
participated in breaches of fiduciary duty by Calce and Stampede. As set forth above, Calce and
Stampede had fiduciary duties of loyalty to Centurion Logistics and to Centurion Pecos and
fiduciary duties to disclose any transactions that would be prejudicial to the chief objectives of
Centurion Logistics and Centurion Pecos.
73. Ballengee, Ballengee Interests, Mott, Hock and Jilla assisted Calce and Stampede
to breach their fiduciary duties by participating in the creation of false debt, attempting to strip
Centurion Pecos of its chief asset, the Reeves County Property, and using Centurion Pecos’
assets to procure funds for other projects in Reeves County and Brownsville.
74. Centurion Logistics and Centurion Pecos were created chiefly to purchase the
Reeves County Property and to develop a railway terminal in order to transport petroleum and
petroleum products. Rather than pursue these objectives with loyalty fiduciaries owe, Calce,
with Ramsey, assisted in the creation of Centurion Midstream, Centurion Terminals, Centurion
Brownsville, and JupiterMLP to thwart the efforts of Centurion Logistics and Centurion Pecos
and to compete with Centurion Logistics and Centurion Pecos.
75. Based on the content of the Centurion Midstream and JupiterMLP websites,
Centurion Midstream and JupiterMLP covertly assisted Calce in his plan to take over the Reeves
County Property, and to build a railway terminal and other projects for his own benefit and for
the benefit of Centurion Midstream and JupiterMLP.
PLAINTIFFS’ SECOND AMENDED PETITION Page 23
MR.889
76. Based on its affiliation with Calce, Centurion Terminals was aware that Calce was
not authorized to undertake any obligation to Centurion Terminals on behalf of Centurion Pecos.
Nonetheless, Centurion Terminals entered into the note and threatened to enforce it.
77. Centurion Brownsville accepted the ill-gotten proceeds of Calce’s breach and has
used the $750,000 to construct a railway terminal and refinery in Brownsville, Texas without the
participation of Centurion Logistics or Centurion Pecos.
78. The breaches of fiduciary duty of Calce and Stampede, committed with the
assistance of Ballengee, Ballengee Interests, Mott, Hock, Jilla, Ramsey, Centurion Midstream,
Centurion Terminals, Centurion Brownsville, and JupiterMLP, proximately caused Plaintiffs to
suffer actual damages in an amount exceeding the minimum jurisdiction of the Court.
79. As Defendants’ participation in the breaches of fiduciary duty were intentional
and exemplary damages are recoverable for the breaches of fiduciary duty, Plaintiffs pray for
exemplary damages against Ballengee, Ballengee Interests, Mott, Hock, Jilla, Ramsey, Centurion
Midstream, Centurion Terminals, Centurion Brownsville and JupiterMLP.
D. Fourth Cause of Action: Money Had and Received (Unjust Enrichment)
80. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
81. A claim for money had and received arises when the defendant obtains money or
a benefit that in equity and good conscience belongs to the plaintiff. It is an equitable doctrine
applied to prevent unjust enrichment. A cause of action for money had and received is not based
on wrongdoing but, instead, looks only to the justice of the case and inquires whether the
defendant has received money that rightfully belongs to another. A claim for money had and
received is based upon the doctrine of unjust enrichment.
PLAINTIFFS’ SECOND AMENDED PETITION Page 24
MR.890
82. Further, where a defendant obtains a benefit from the plaintiff by fraud, duress, or
taking undue advantage, the plaintiff may recover money or property under the theory of unjust
enrichment.
83. Ballengee and Ballengee Interests colluded with Calce to encumber property of
Centurion Pecos to secure debts of Ballengee Interests, including the notes to purchase the
Reeves County Property and the $750,000 line of credit. These proceeds have been used by
Centurion Midstream, JupiterMLP and Centurion Brownsville to develop a competing railway
terminal in Reeves County, Texas, as well as a terminal and refinery in Brownsville, Texas.
84. Ballengee and Ballengee Interests have, therefore, been unjustly enriched by
pledges of property to secure Ballengee Interests’ debt, including the $750,000 line of credit, and
unauthorized assumption of the Ballengee Interests’ obligations to TCB. Indeed, pursuant to the
cross-collateralization clauses, the deeds of trust pledged the Reeves County Property to secure
all Ballengee Interests’ debts to TCB, not merely those related to Centurion Pecos. Defendants
Ballengee and Ballengee Interests should be required to disgorge and to turn over to Centurion
Pecos any benefits obtained through these transactions.
85. Centurion Midstream, JupiterMLP and Centurion Brownsville have been unjustly
enriched through the use of the proceeds of the unauthorized loan obtained by Calce and
Ballengee. These entities should be required to disgorge the $750,000 as well as a share of the
profits from the projects that the funds were used to develop.
86. On information and belief, Calce and Ramsey have received a salary and other
benefits from Centurion Midstream, Centurion Terminals, Centurion Brownsville, and
JupiterMLP, in exchange for effectuating Calce’s and Ballengee’s plan, namely, to fraudulently
PLAINTIFFS’ SECOND AMENDED PETITION Page 25
MR.891
obtain ownership of the Reeves County Property and use the assets of Centurion Pecos to fund
projects for the benefit of Defendants. This remuneration constitutes unjust enrichment.
87. In obtaining these benefits, Defendants have acted with fraud and malice.
Accordingly, Plaintiffs pray that these Defendants be found liable for exemplary damages.
E. Fifth Cause of Action: Fraud/Fraudulent Inducement
88. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
89. Ballengee and Ballengee Interests represented to Centurion Pecos that they would
make a capital contribution by purchasing the Reeves County Property on behalf of Centurion
Pecos. At the 11th hour, Ballengee and Ballengee Interests demanded that Centurion Pecos
agree to deeds of trust on the Reeves County Property to secure large loans to Ballengee and
Ballengee Interests. Ballengee and Ballengee Interests did not disclose that the purpose of this
demand was to eventually surreptitiously shift the payment obligations on those loans to
Centurion Pecos and cause a default on the loans so as to ultimately transfer of the Reeves
County Property from Centurion Pecos to Ballengee Interests, and to use the Reeves County
Property to fund other projects in Reeves County and Brownsville, including development of a
competing railway terminal in Reeves County, Texas, and a terminal and refinery in
Brownsville, Texas.
90. Centurion Pecos justifiably relied on Ballengee’s and Ballengee Interests’
professions that their purpose was to invest in, and to promote, the Centurion Pecos Terminal
project.
91. Ballengee’s and Ballengee Interests’ actions have injured Centurion Logistics
(and Marrocco and Albanese) and Centurion Pecos, in that Defendants used the TCB loans and
PLAINTIFFS’ SECOND AMENDED PETITION Page 26
MR.892
deeds of trust, as well as unauthorized and fraudulently executed documents, to complete their
grand scheme to obtain the Reeves County Property for a competing entity, Centurion Midstream
and/or JupiterMLP, and to use the equity in the property to fund other projects from which
Centurion Logistics and Centurion Pecos were excluded.
92. The wrongful fraudulent acts and omissions have proximately caused Plaintiffs to
suffer damages. Because Defendants’ wrongful fraudulent acts and omissions were conducted
with intent, Plaintiffs seek both actual and exemplary damages.
F. Sixth Cause of Action: Aiding and Abetting Fraud/Fraudulent Inducement
93. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
94. Defendants Calce, Ramsey, Mott, Hock, Jilla, Stampede, Centurion Midstream,
Centurion Terminals, Centurion Brownsville, and JupiterMLP provided knowing and intentional
assistance to the fraud committed by Ballengee and Ballengee Interests. Calce and Stampede,
including its managing member, Mott, its President, Hock, and its designated representative Jilla,
were aware of the fraudulent scheme and Stampede allowed itself to be used as a conduit through
which Ballengee Interests made its payments for the Reeves County Property. As fiduciaries,
Calce and Stampede, including Mott, had a heightened duty to disclose Ballengee’s true intent,
but they remained silent. Indeed, they actively furthered the scheme through their participation
in the creation of false and unauthorized transactions and the creation of fraudulent documents.
95. Calce’s and Stampede’s assistance and encouragement constituted a substantial
factor in causing the fraud. Without their participation, it is unlikely that Ballengee and
Ballengee Interests could have attempted the scheme, given the limitations imposed on
PLAINTIFFS’ SECOND AMENDED PETITION Page 27
MR.893
Ballengee by the non-compete agreement. Moreover, these Defendants furthered the plan
through a series of threatening communications.
96. Centurion Midstream, Centurion Terminals, Centurion Brownsville, and
JupiterMLP were aware of the fraud and provided knowing assistance by accepting funds that
were the product of the fraud, using them to construct other projects in Reeves County and
Brownsville from which Centurion Logistics and Centurion Pecos were excluded.
97. These other Defendants’ participation in the fraudulent scheme has proximately
caused Plaintiffs to suffer damages. Because these Defendants’ participation in the wrongful
fraudulent scheme was conducted with knowledge and intent, Plaintiffs seek both actual and
exemplary damages.
G. Seventh Cause of Acton: Texas Theft Liability Act, Tex. Civ. Prac. &Rem. Code
§§134.001-134.005
98. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
99. Defendants Calce, Ballengee, and Ballengee Interests have unlawfully
appropriated the Reeves County Property through the unauthorized transfer of the property from
Centurion Pecos to Ballengee Interests.
100. Centurion Pecos has suffered actual damages from Defendants’ appropriation,
which not only deprived Centurion Pecos of the Reeves County Property, but prevented
Centurion Pecos from developing a railway terminal on that property.
101. In addition, Ballengee and Ballengee Interests stole and appropriated the
$750,000 obtained from the loan made possible by the unauthorized use of the Reeves County
Property as collateral. These funds rightfully belonged to Centurion Pecos.
PLAINTIFFS’ SECOND AMENDED PETITION Page 28
MR.894
102. Plaintiffs seek, and should recover, actual damages, including lost profits, as well
as exemplary damages for Defendants’ violations of the Texas Theft Liability Act.
H. Eighth Cause of Action: Tortious Interference with Contract
103. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
104. Pursuant to the company agreement of Centurion Pecos, Centurion Logistics had
a valid and enforceable contract with Stampede. With knowledge of this contract, Defendants,
other than Stampede, willfully and intentionally interfered with the performance of the contract.
105. Pursuant to the company agreement of Centurion Logistics, Centurion Logistics
was comprised of a valid and enforceable agreement between Marrocco, Albanese and TXC
Energy. With knowledge of this contract, Defendants willfully and intentionally interfered with
the performance of the contract.
106. The purpose of Centurion Pecos and Centurion Logistics was to purchase the
Reeves County Property and build the Centurion Pecos railway terminal on the property. By
interfering with the performance of the company agreements of Centurion Pecos and Centurion
Logistics, Defendants prevented the development of the railway terminal.
107. Plaintiffs seek, and should recover, actual damages, including lost profits, as well
as exemplary damages for Defendants’ tortious interference with contract.
I. Ninth Cause of Action: Fraudulent Inducement
108. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
109. Calce, Ballengee and Ballengee Interests represented to Centurion Pecos that they
would cooperate with Centurion Pecos to develop the Centurion Pecos terminal. Calce,
PLAINTIFFS’ SECOND AMENDED PETITION Page 29
MR.895
Ballengee and Ballengee Interests further represented to Centurion Pecos that Ballengee Interests
would provide funds to purchase the Reeves County Property free and clear of any liens or
encumbrances. Centurion Pecos relied on these representations when it negotiated to purchase
the Reeves County Property and entered into the contract to purchase the Reeves County
Property.
110. Calce, Ballengee and Ballengee Interests were aware that the representations
made to Centurion Pecos were false.
111. Based on the false representations by Calce, Ballengee and Ballengee Interests,
Centurion Pecos was also induced to grant TCB deeds of trust on the Reeves County Property.
Calce, Ballengee and Ballengee Interests also falsely represented that Centurion Pecos would
receive remuneration from projects developed through the deeds of trust placed on the Reeves
County Property. Moreover, neither Centurion Pecos, Centurion Logistics, Marrocco nor
Albanese were aware that Centurion Pecos was ultimately going to be responsible to pay the
Ballengee loans secured by the Reeves County Property, since it was represented that the
property was only collateral for Ballengee’s obligation to pay the loans.
112. Centurion Pecos has been damaged by the fraudulent inducement because
Defendants have used the loans and deeds of trust to interfere with Centurion Pecos’ ownership
of the Reeves County Property and prevent the development of the Centurion Pecos terminal.
Centurion Pecos has also been damaged because it has been denied its share of profits from the
projects developed through loans secured by deeds of trust on the Reeves County Property.
113. Defendants’ fraudulent inducement has proximately caused Plaintiffs to suffer
actual damages. Furthermore, Plaintiffs seek, and should recover, exemplary damages.
PLAINTIFFS’ SECOND AMENDED PETITION Page 30
MR.896
J. Tenth Cause of Action: Promissory Estoppel
114. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
115. Calce, Ballengee and Ballengee Interests promised Centurion Pecos that they
intended to cooperate with Centurion Pecos to develop the Centurion Pecos terminal. Centurion
Pecos reasonably, foreseeably, substantially and detrimentally relied on Defendants promises
when they purchased the Reeves County Property and agreed to place deeds of trust on the
Reeves County Property.
116. Calce, Ballengee and Ballengee Interests also promised Centurion Pecos that they
would share with Centurion Pecos the profits from any projects that were developed through
proceeds obtained by placing deeds of trust on the Reeves County Property, including, but not
limited to, the Centurion Pecos terminal. Centurion Pecos reasonably, foreseeably, substantially
and detrimentally relied on Defendants’ promises when it agreed to place deeds of trust on the
Reeves County Property.
117. To avoid injustice, Defendants should be required to fulfill the promises upon
which Centurion Pecos relied and restore Centurion Pecos to the position it was in before it
altered its position in reliance on Defendants’ promises.
K. Eleventh Cause of Action: Declaratory Judgment
118. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
119. A justiciable controversy exists between Centurion Pecos and Stampede regarding
the status, rights, obligations and legal relations between Centurion Pecos and Stampede in
PLAINTIFFS’ SECOND AMENDED PETITION Page 31
MR.897
connection with the Company Agreement. The justiciable controversy concerns the right of
members and managers of Centurion Pecos to expel Stampede as a member and manager.
120. Pursuant to the terms of the Company Agreement, transfer of membership
interests is prohibited unless certain conditions were met. Among the conditions is the
obligation of the transferor and transferee to provide information to assure that the transfer
comported with the Company Agreement and the transferee agreed to be bound by the Company
Agreement. Transfer of a membership interest includes any transfer by merger or business
combination.
121. Stampede or its predecessor transferred its membership interest within the
definitions of the Company Agreement through one or more of three business transactions. First,
Stampede Energy, LLC, a Louisiana limited liability company, converted to Stampede. Second,
Stampede merged with Stampede Energy, LLC, a Delaware limited liability company. Third,
Stampede divided into two entities, Stampede and Centurion Brownsville.
122. Subsequently, both the transferor and transferee companies expressly refused to
provide information about the transactions, as required by the Company Agreement, for any
transfer of a membership interest to be permitted. Centurion Pecos duly called a meeting of the
managers and members of Centurion Pecos in order to discuss Stampede’s violations and its
removal as a member and manager.
123. At the June 13, 2016 meeting, Centurion Logistics, as manager of Centurion
Pecos, voted to remove Stampede as a member of Centurion Pecos. As the party whose removal
was at issue, Stampede was an interested manager excluded from voting. Accordingly,
Stampede was removed as a member of Centurion Pecos.
PLAINTIFFS’ SECOND AMENDED PETITION Page 32
MR.898
124. Following the June 13, 2016 managers meeting, a meeting of members was held
to determine whether Stampede should be removed as a manager of Centurion Pecos for cause.
Centurion Logistics, the only remaining member, voted to expel Stampede, based on its
prohibited transfer of membership interest, as well as its other misconduct, as set forth in this
Petition.
125. In accordance with Tex. Civ. Prac. & Rem. Code § 37.001, et seq., Plaintiffs
seeks a declaratory judgment against Defendant Stampede, wherein the Court declares that
following:
(a) The June 13, 2016 meeting was a valid meeting under the Company
Agreement;
(b) The removal of Stampede as a member of Centurion Pecos was a valid,
binding and enforceable action of the managers of Centurion Pecos;
(c) The removal of Stampede as a manager of Centurion Pecos was a valid,
binding and enforceable action of the members of Centurion Pecos.
126. In addition, there is a real and justiciable controversy between Centurion Pecos,
on the one hand, and Ballengee, Ballengee Interests, and Centurion Terminals, on the other hand,
concerning the enforceability of certain financial obligations that Defendants purport were
entered into on behalf of Centurion Pecos. As set forth above, Calce, without authority to act for
Centurion Pecos, and in violation of his fiduciary duties, created documents purporting to
obligate Centurion Pecos to pay the notes that Ballengee Interests entered into with TCB and to
make other payments to Ballengee Interests. Similarly, Calce, again without the authority to act
for Centurion Pecos, and in violation of his fiduciary duties, apparently created a promissory
note in favor of Centurion Terminals, purportedly obligating Centurion Pecos to make certain
payments to Centurion Terminals.
PLAINTIFFS’ SECOND AMENDED PETITION Page 33
MR.899
127. In accordance with Tex. Civ. Prac. & Rem. Code § 37.001, et seq., Plaintiffs seek
a declaratory judgment against Defendants Ballengee, Ballengee Interests, and Centurion
Terminals, wherein the Court declares the following:
(a) Any assumption agreement purported to exist between Ballengee
Interests and Centurion Pecos is invalid, void and unenforceable;
(b) Any agreement that purports to create a financial obligation of Centurion
Pecos to Ballengee Interests is invalid, void and unenforceable; and
(c) Any promissory note purported to create financial obligations between
Centurion Pecos and Centurion Terminals is invalid, void and
unenforceable.
128. In addition and cumulative of other relief sought herein, Plaintiffs are entitled to
declaratory judgment concerning the status of Stampede under the Company Agreement and the
enforceability of certain financial obligations that Calce, without authority, and in violation of
his fiduciary duties, purported to create on behalf of Centurion Pecos.
L. Twelfth Cause of Action: Fraudulent Transfer
129. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
130. Defendants made transfers of assets, property or business interests that were once
held by Centurion Midstream and Centurion Terminals.
131. The transfers were made to an insider, subsidiary or affiliate of Centurion
Midstream and Centurion Terminals, including, but not limited to JupiterMLP.
132. The individuals and/or entities that were/are in control of Centurion Midstream
and Centurion Terminals retained control over the assets, property or business interests that were
transferred from Centurion Midstream and Centurion Terminals to the insiders/affiliates
(including JupiterMLP), and concealed the transfers.
PLAINTIFFS’ SECOND AMENDED PETITION Page 34
MR.900
133. Prior to the transfers, Centurion Midstream and Centurion Terminals were already
involved in litigation with the Plaintiffs, who were seeking significant damages from Centurion
Midstream and Centurion Terminals. Prior to the transfers, Centurion Midstream and Centurion
Terminals had significant assets that could have been used to satisfy any judgments against them.
However, as a result of the transfers, and on information and belief, Centurion Midstream and
Centurion Terminals no longer have sufficient assets to satisfy any judgments rendered against
them.
134. While this litigation was pending, the individuals and/or entities that were/are in
control of Centurion Midstream and Centurion Terminals undertook a pattern and course of
conduct to divest Centurion Midstream and Centurion Terminals of their assets, property and
business interests so as to make any judgment against them uncollectible. Based upon
information and belief, the transfers were completed with inadequate consideration.
135. The transfers were completed with either actual or constructive intent to hinder,
delay or defraud any judgment creditors of Centurion Midstream and Centurion Terminals.
136. Hence, this Court should deem the transfers fraudulent. Because Defendants’
participation in the fraudulent transfer scheme was conducted with knowledge, intent and malice,
the transfers should be set aside, and Plaintiffs be awarded both actual and exemplary damages.
VII.
ATTORNEYS’ FEES AND COSTS
137. Plaintiffs hereby restate and incorporate by reference the allegations contained in
the foregoing paragraphs as if fully set forth herein.
138. As a result of Defendants’ actions, Plaintiffs were forced to retain the legal
counsel of Shamoun & Norman, LLP (“S&N”) to bring this lawsuit. Plaintiffs retained the
services of S&N to prosecute these claims and agreed to pay S&N its usual, customary and
PLAINTIFFS’ SECOND AMENDED PETITION Page 35
MR.901
reasonable attorneys’ fees. Such action and payment is necessary for the enforcement of
Plaintiffs’ rights.
139. Plaintiffs seek the recovery of attorneys’ fees and costs that they incur in
prosecuting the above-stated claims pursuant to Chapter 37 of the Texas Civil Practice and
Remedies Code, or any other applicable law.
VIII.
CONDITIONS PRECEDENT
140. All conditions precedent to Plaintiffs’ right to obtain the relief requested herein
has been performed or has occurred.
IX.
PRAYER
WHEREFORE, Plaintiffs Centurion Logistics LLC, individually and on behalf of
Centurion Pecos Terminal LLC, and Marc Marrocco and Antonio Albanese, individually and
derivatively on behalf of Centurion Logistics, respectfully request that upon final trial of this
cause the Court enter judgment against James Ballengee, Ballengee Interests, LLC, John Calce,
Chris A. Mott, Stampede TX Energy, LLC, Tom Ramsey, Centurion Midstream Group, LLC,
Centurion Terminals, LLC, Centurion Brownsville, LLC, and JupiterMLP, LLC as follows:
A. Against all Defendants and in favor of Plaintiffs for the amount of actual damages
sustained by Plaintiffs;
B. Against all Defendants and in favor of Plaintiffs for the disgorgement of unjust
enrichment and money had and received;
C. Against all Defendants and in favor of Plaintiffs for exemplary damages;
D. Entering a declaratory judgment concerning the status of Stampede under the
Company Agreement and the enforceability of certain financial obligations that Calce, without
PLAINTIFFS’ SECOND AMENDED PETITION Page 36
MR.902
authority, and in violation of his fiduciary duties, purported to enter into on behalf of Centurion
Pecos;
E. Awarding to Plaintiffs the costs and disbursements of the action, including
reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses; and
F. Granting such other and further relief as the Court deems just and proper, at law
or in equity.
Respectfully submitted,
SAYLES WERBNER, P.C.
/s/ Mark E. Torian_____________
Mark E. Torian
State Bar No. 24028051
mtorian@swtriallaw.com
Darren P. Nicholson
State Bar No. 24032789
dnicholson@swtriallaw.com
4400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270
Telephone: (214) 939-8700
Facsimile: (214) 939-8787
ATTORNEYS FOR PLAINTIFF
CENTURION LOGISTICS LLC
INDIVIDUALLY AND DERIVATIVELY
ON BEHALF OF CENTURION PECOS
TERMINAL LLC
CERTIFICATE OF SERVICE
This is to certify that a true and correct copy of the above and foregoing document has
been served upon the counsel of record on May 2, 2018 in accordance with the Texas Rules of
Civil Procedure.
/s/ Mark E. Torian
Mark E. Torian
PLAINTIFFS’ SECOND AMENDED PETITION Page 37
MR.903
CAUSE NO. DC.16..07706
CENTURION LOGISTICS LLC, § IN THE DISTRICT COURT OF
individually and derivatively on behalf of §
CENTURION PECOS TERMINAL LLC, §
a Texas limited liability company, §
§
Plaintiff, §
§
vs. § DALLAS COUNTY, TEXAS
§
JAMES BALLENGEE, BALLENGEE §
INTERESTS, LLC; JOHN CA;LCE; §
CHRIS A. MOTT; TOM RAMSEY; §
STAMPEDE TX ENERGY, LLC, §
CENTURION MIDSTREAM GROUP LLC; §
CENTURION TERMINALS, LLC; §
CENTURION BROWNSVILLE §
TERMINAL, LLC; JAMES HOCK; §
JUPITERMLP, LLC §
§
Defendants, §
§ B-44tb JUDICIAL DISTRICT
and CENTURION PECOS TERMINAL §
LLC, a Texas limited liability company §
§
.Nominal Defendant. §
ORDER DENYING JOHN CALCE'S AMENDED MOTION FOR PARTIAL,
SUMMARY JUDGMENT REGARDING COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC
Before the Court is John Calce 's Amended Motion for Partial Summary Judgment
Regarding Counterclaim Against Centurion Logistics LLC (the "Amended Motion'') filed by
Defendant John Calce, ("Defendant") to w11ich Plaintiff Centurion Logistics, LLC ("Centurion
Logistics") filed Plaintiff's Response lo John Calce 's Amended Motion for Partial Summary
Judgment Regarding Counterclaim Against Centurion Logistics LLC (the ''Response") in
response thereto. Having considered the Amended Motion, the Response, and arguments of
counsel, the Court finds that the Amended Motion should be DENIED.
Order Denying John Calce 's Amended Motion for Partial Summary Judgment
Regarding Counterclaim Against Centµrion Logistics LLC Pagel
MR.904
IT rs THEREFORE ORDERED that John Calce 's Amended Motion for Partial Summary
Judgment Regarding Counterclaim Against Centurion Logistics LLC is hereby DENTED.
SIGNED this 2'..l!ctay of~ 2oail"
Order Denying John Calce 's Amended Motion for Partial Summary Judgment
Regarding Counterclaim Against Centurion Logisrics LLC Page 2
MR.905

Document Info

Docket Number： 05-18-00647-CV

Filed Date： 6/4/2018

Precedential Status： Precedential

Modified Date： 6/5/2018

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