20080868 Ver 2_More Info Received_19920722

Texasgulf lnc.
an elf aquitaine company
3101 Glenwood Avenue
P.O. Box 30321
Raleigh, NC 27622-0321
VIA HAND DELIVERY
July 22, 1992
The Honorable William W. Cobey, Jr.
Secretary of Environment, Health and Natural Resources
State of North Carolina
512 N. Salisbury Street
Post Office Box 27687
Raleigh, North Carolina 27611
Dear Mr. Cobey:
Thomas J. Wright
President and
Chief Operating Officer
[phone]

Texasgulf Inc. hereby exercises its exclusive right and privilege under Paragraph
(3) of that certain Pamlico River Lease Agreement dated September 27, 1967 (as
hereinafter described) to renew said lease for an additional period of twenty-five (25) years
upon the same terms and conditions as are now contained therein. Texasgulf Inc. hereby
tenders its check in the amount of $27,627.00, made payable to the State of North Carolina
as an advance yearly rental for the annual lease period beginning September 27, 1992.
Reference is hereby made to that certain Option-to-Lease Agreement dated the
27th day of September, 1962, recorded in Book 577, page 244, Beaufort County Registry (re-
recorded in Book 577, page 566, Beaufort County Registry), and the Pamlico River Lease
Agreement dated September 27, 1967, recorded in Book 623, page 377, Beaufort County
Registry, and Amendment to Lease dated September 2, 1976, recorded in Book 745, page
391, Beaufort County Registry, between the State of North Carolina and Texas Gulf Sulphur
Company, later Texasgulf Inc. Reference is also made to a Supplemental Lease Agreement
dated the 25th day of March, 1966, recorded in Book 603, page 134, Beaufort County
Registry, between the State of North Carolina and Texas Gulf Sulphur Company.
For your convenience, a copy of the original Pamlico River Lease Agreement,
with the above described amendments, is attached hereto.
Very truly yours,
TEXASGULF INC.
By:
Thomas J. . right, Pr dent
TJW:lad:wp071392.6
Attachments

,
550967 - Rental for annual lease for Pamlico River lease
ORIGINAL CHECK WAS HAND-DELIVERED ON JULY 24, 1992.
059031
iti':

M C1 STATE OF NORTH CAROLINA
244 COUNTIES OF BEAUFORT AND HYDE
THIS OPTION-TO-LEASE AGREEMENT, made and entered into this the "
day of 1962, by and between the STATE OF NORTH CAROLINA, as
Party of the first part, and
TEXAS GULF SULPHUR COMPANY, INC., a Texas corporation with its executive
office at 75 East 45th.Street, New York 17, New York
as party of the second part,
WITNESSETH:
THAT WHEREAS, the State of North Carolina owns the lands and bottoms
under the waters of Pamlico River and its navigable tributaries in Beaufort and
Pamlico counties and the lands and bottoms under the waters of Pungo River and
its navigable tributaries in Beaufort and Hyde counties within the boundaries of
said State, which lands are hereinafter referred to as the Area or Areas
described; and
WHEREAS, the Department of Conservation and Development through resolu-
tion adopted by its governing board on the 10th day of July 1962 has authorized
and approved the execution of this instrument; and
WHEREAS, the Governor and Council of State of North Carolina at a meet-
ing held in the City of Raleigh, North Cam lina, on the Z7tb day of SOptWsr 1962
approved this transaction and directed execution of the instrument; and
WHEREAS, the party of the second part desires an exclusive option to
lease the mineral deposits within the Area or Areas hereinafter described,
exclusive of those minerals listed in a certain lease from the State of North
Carolina to Coastal Plains Oil Company dated October 28, 1957, to wit: oil, gas,
sulphur, casinghead gas, and casinghead gasoline; and
WHEREAS, the party of the first part is fully authorized and empowered
to enter into and execute this option-to-lease agreement by Chapter 146, sec. B,
of the General Statutes of North Carolina,
NOW, THEREFORE, under and by virtue of the powers hereinabove referred
to and in consideration of the premises and the sum of TWO THOUSAND THREE HUNDRED TWO
and 2Y100 ($2302.29) DOLLARS and in further consideration of the matters and things
hereinafter agreed to be done by the party of the second part, the party of the
first part does hereby grant unto the party of the second part the exclusive

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and things hereinafter agreed to be done by the party of the second part, the
party of the first part does hereby grant unto the party of the second pact the
exclusive right, to enter upon the waters of Pamlico River and its navigable tribu-
taries in Beaufort and ?amlico counties and the Pungo River and its navigable
tributaries in Beaufort and Hyde counties within the Area or Areas hereinafter
described for the purpose of conducting rospeoting, exploration, drilling, ?i
excs? g, Sampling, and other similar operations to determine the presence of w?
minerals of commercial value in such manner and to such extent as the party of the
second pert may deem appropriate, desirable, or necessary, including the right to, %,
remove such minerals or mineral materials as in its judgment are necessary ?C
properly to prospect, test, and explore the mineral deposits, except it is under-
stood and agreed that the party of the second part will not be permitted during
the option period to remove and treat any discovered minerals for profit.
The option to lease herein granted by the party of the first part to the
party of the second pert shell continue to force and effect for a period of five
(5) years from and after this date, provided that said party of the second part
has been actively engaged in prospecting for and discovery of minerals and mineral
materiels as hereinafter described during at least eight (8) months of the year
preceding each anniversary date of this agreement; and provided further that the
party of the second part shall pay to the State of North Carolina on or before
each anniversary date of this agreement the sum of
DOLLARS,
which aum is based upon a rate of TWENTY FIVE (25¢) Gck? ter acre as an annual
?.
Area or Areas hereinafter described. Upon failure of the party of the second part
rental charge; and provided further that the party of the"second part•expende the
sum of -EIGHTEEN THOUSAND FOUR HUNDRm EIGHTEF1i ($18,418.00) DOLLARS
each year for tho?yrpnse_.of nrospe_?t?g-for and discovery of minerals and mineral
materiels as hereinafter described, which sum 18 based upon a rate of T40 (;,2.00)
DOLLARS per acre and which sum is to be expended within the boundaries of the
to make any such annual payment herein required within ten (10) days after receipt
by It of written notice of such default and demand therefor addressed to the party
of the second part by the party of the first part and upon failure of the party of
the second part to make such expenditures as herein required, then in either of
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such events all rights to the party of the second part hereunder shall terminate.
The party of the second part shall keep a business-like record of its prospecting
and exploration operations during the option term of this agreement, which record
shall be open at all reasonable times for inspection by duly accredited repre-
sentatives of the party of the first part for the purpose of determining any sum
or sums expended by the party of the second part for the purpose of prospecting
for and discovery of miner materials as her ui-red. The
option to lease may be exercised by the party of the second part at any time
within said five-(5) year period upon written notice of its desire to exercise
such option and upon payment to the State of North Carolina of the sum of
TWENTY-SEVEN THOUSAND SIX HUNDRED TWENTY-SEVEN $27.627.00) DOLLARS
as an advance yearly rental, which sum is based upon a rate of THREE ($3.00)
DOLLARS per acre, and upon payment on each anniversary date of the lease agreement
of a like sum of 71HNTY-SEVEN THOUSAND SIX HUNDRED TWENTY-SEVEN (527.627.00
DOLLARS during the term of the initial lease agreement or any extension thereof,
and in addition to such sum, the party of the second part shall pay to the party
of the first part the royalty upon recovered minerals and mineral materials as
hereinafter set forth{ and upon such payments, the party of the second part shall
be entitled to an exclusive lease of mineral deposits within the Area or Areas
hereinafter described, exclusive of the minerals listed in that certain lease
from the State of North Carolina to Coastal Plains Oil Company dated October 28,
1957, to wits Oil, gas, sulphur, casinghead gas, and casinghead gasoline.
This option-to-lease agreement.is granted upon the following described
lands and upon the following terms and conditionss
The land and bottoms under the waters of the Pamlico River and its
navigable tributaries in Beaufort and Pamlico counties and/or the
land and bottoms under the waters of the Pungo River and its navigable
tributaries in Beaufort and Hyde counties, and within an area bounded
and described as followss
AREA D. Bounded on the East by longitude 76 degrees 45 minutes West,
on the West by longitude 76 degrees 50 minutes West, and nn the Forth
and South by the natural shoreline of Pamlico River. Excluded from
this area are the bottoms under Bath Creek North of latitude 35
degrees 27 minutes 15 seconds North, the bottoms under Mixon Creek
North of latitude 35 degrees 25 minutes 40 seconds Nnrth, the bottoms
under Durham Creek South of latitude 35 degrees 23 minutes 52 seconds)
North, the bottoms under Lees Creek South of latitude 35 degrees 23
minutes 10 seconds North, and the bottoms under all other unnamed
tributaries beyond a natural line (dotted) drawn across the mouth
of said tributaries,
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and being shown and designated as AREA D on the attached map ?:?!?
entitled "State of North Carolina, Department of Conservation
and Development Map Showing Phosphate lease Areas in Pamlico
and Pungo Rivers, North Carolina," and containing 9209 acres,
more or less. See the above mentioned map recorded in
Map Book 17, Page 57, Beaufort County Registry.
1. The term of the lease shall be for twenty-five (25) years from the
date the party of the second part exercises its option to lease by the payment of
said sum of TWENTY-SEVEN THOUSAND SIX HUNDRED TWENTY-SEVEN _($27,627.00) DOLLARS
as hereinabove provided; upon the condition, however, that the party of the second
part pays to the party of the first part on or before each anniversary date during
the said term of the lease the required sum of TWENTY-SEVEN THOUSAND SIX HUNDRED
TWENTY-SEVEN ($27,627.00) DOLLARS as an advance yearly rental, and in addition
thereto pays to the party of the second part the following royalties$
TWELVE and 5/10 12.5%) per cent of the gross sales of the first
marketable product of phosphate.
TWENTY-FIVE 25%) per cent of the gross sales of thg first marketable
product of all minerals other than phosphate, but not to exceed FIFTY (50%) per
cent of the net proceeds of said product.
TWENTY-FIVE (25%) per cent of the gross sales of sand and gravel, but
not to exceed FIFTY (50%) per cent of the net proceeds of said product.
The payment of the above royalties shall be made by the party of the
second part to the State of North Carolina semi-annually. the first payment to
be due and payable six (6) months from the effective date of this lease agreement,
and all subsequent payments being due and payable at the end of each succeeding
six-(6) months period.
In determining the gross sales of the first marketable product of
phosphate, the average sales price per long ton as published in the Oil, Paint
and DrugReporter for the six-(6) months period immediately preceding the due date
of such payment shall be used and multiplied by the number of long tons of the
first marketable product of phosphate processed by the party of the second part.
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570
2,18

In determining the gross sales of the first marketable product of all
minerals other than phosphate, the average sales price per long ton as published
in a mutually agreed upon trade publication reporting sales prices of any such
minerals, for the six-(6) months period immediately preceding the due date of
such payment, shall be used and multiplied by the number of long tons of the
first marketable product of all minerals other than phosphate processed by the
party of the second part.
In determining the gross sales of sand and gravel, the actual gross
sales price shall govern.
2. The party of the second part shall pay to the party of the first
part an additional sum of FIVE (54) CENTS per long ton of such mechanical concen-
trates mined or removed from the Area or Areas hereinabove described which are
shipped directly by the party of the second part outside of the State of North
Carolina without being first further treated within the State of North Carolina
by blending in fertilizer or further upgraded to ground phosphate rock, calcined
phosphate rock, super-phosphate, triple super-phosphate, or converted into
phosphoric acid, elemental phosphorus, or other form of phosphorous product.
3. The party of the second part shall have the exclusive right and
privilege of renewing its lease upon the expiration of the original twenty-five-
(25) year term but not to exceed one additional ggr1p4L_9f twenty-five (25) veers
------------------------
upon the same terms and conditions; provided that at the time of the expiration
of any term it is then actively engaged in the mining and industrial processing
of phosphate-bearing minerals within Beaufort, Pamlico, or Hyde counties, North
Carolina; and provided further that notice of its desire and intention to renew
is given to the party of the first part at least sixty (60) days prior to the
expiration of any such term.
4. The ros tin , exploration mining, and concentrating operations
of the party of the second part within the Area or Areas shall be performed in
a good and workman-like manner in accordance with good practice and in a manner
that will not interfere with navigation along the channels of the waterways
within the Area or Areas or unreasonably interfere with navigation elsewhere,
including wharves and docks, and no such operation shall be carried on incsuch a
manner as to destroy or imperil any highway, railway, or other bridge within the
Area or Areas or the pound net stakes or other property or equipment used by
commercial fishermen within the Area or Areas.
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5. This lease is made subject to the superior right of navigation on 2?I C
the waters herein described and no structure shall be built therein until the
same shall have been authorized by the United States Government and the proper
officials thereof where such authorization is required by law or governmental
regulations. All operations which may be conducted under this lease by Lessee
shall be subject to all regulations which may be adopted and promulgated under
authority of any existing or future Act of the General Assembly of North Carolina.
This lease shall be subject to any oyster or clam bed leases heretofore granted
by the State Board of Conservation and Development. Lessee agrees to take all
required precautions to prevent pollution of the waters of the State of North
Carolina and shall comply with all of the laws of the State with respect thereto.
This agreement does not in any manner contemplate conveyance of any rights other
than the proprietary right of the State as to lands under its ownership. Nothing
herein shall be deemed to restrict the power of the State or of its agencies to
enforce all provisions of law and all applicable regulations and especially the
laws and regulations in or under the authority of Chapter 143, Article 21, General
Statutes of North Carolina (State Stream Sanitation and Conservation Act of 1951,
as amended), and that the procedures applicable to enforcement of the provisions
of the said Act shall be as therein set forth, notwithstanding any of the provisions
of Paragraphs 14 and 15 of this agreement, which shall not be in any manner
applicable to the exercise of any duty or authority vested by the said Chapter
and Article in the State Stream Sanitation Committee. It is specifically provided
that the State Stream Sanitation Committee shall have the right and authority to
inspect any portion of the mining operations, or any part of the processing opera-
tion which may be undertaken by the Lessee at any time, to determine whether any
pollution of the streams or other waters of the State is resulting from such
operations.
6. In its operation within the Area or Areas the party of the second
part shall not discharge into the waters thereof any substance deleterious to fish
or other kinds of marine life, aquatic plants, or migratory waterfowl which may be
found in or using the waters within the Area or Areas but it shall have the full
right to discharge therein, saving in the marked channels thereof, any substance
or substances removed from the Area or Areas which are not deleterious to marine
life, aquatic plants, or waterfowl.
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250 7. The party of the second part shall keep a business-like record of
its mining operations, which records shall be open at all reasonable times for
inspection by duly accredited representatives of the party of the first part;
provided that such records may be destroyed after they are five (5) or more years
old.
8. Notwithstanding anything herein to the contrary, the party of the
first part agrees that the party of the second part may terminate this agreement
and the option-to-lease or the lease granted pursuant thereto at any time by
giving written notice of such termination to the party of the first part not
less than ninety (90) days prior to the effective termination date thereof and
by further paying to the party of the first part prior to such date all sums that
shall have accrued hereunder, whether payable then or thereafter, and by perform-
ing all of the covenants and agreements and observing all of the conditions
hereof on the part of the party of the second part to be performed and observed
up to the date of such termination, and thereupon all obligations hereunder of
the parties hereto shall cease and terminate. And notwithstanding anything
herein to the contrary, the party of the second part agrees that the party of
the first part may terminate any lease agreement entered into pursuant hereto
upon the failure of the party of the second part to expend
FORTY-SIX THOUSAND FORTY-FIVE ($46.045.00) DOLLARS
per year for any consecutive two (2) years during the term of said lease agree-
ment, which sum is based upon the rate of FIVE ($5.00) DOLLARS per acre.
9. The party of the second part may not transfer or assign its rights
under this option-to-lease agreement or its rights under any lease agreement
which may be granted to the party of the second part without first obtaining
written consent and approval of the party of the first part.
10. It is understood and agreed by the parties hereto that the title to
any and all minerals covered by this agreement shall be and remain in the State
of North Carolina up to and until such minerals are severed from the lands
covered by this agreement.
11. This agreement is made subject to any and all rights and interest
of any municipality which may be located within the boundaries of the Area or
Areas herein described and is further made subject to all rights, title, and
interest of individuals which may be of record.
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ntZ
12. This agreement shall be binding upon and inure to the benefit of ( J
all parties hereto, their respective successors, heirs, legal representatives,
and assigns.
13. Any written notice herein required shall be deemed to have been
adequately given as to the party of the first part if sent by registered mail
to the Director of the Department of Conservation and Development at Raleigh,
North Carolina, and as to the party of the second part if sent by registered
mail to its executive office in New York City, New York,
until otherwise designated by either party to the other by registered mail.
14. It is understood and agreed by the parties hereto that if there
be any default or violations in the stipulations, agreements, covenants, and
terms of this agreement (exclusive of those regarding stream sanitation or pol-
lution under the supervision of the State Stream Sanitation Committee, which
shall be governed by the provisions of Chapter 143, Article 21, General Statutes
of North Carolina, and regulations enacted thereunder) on the part of the party
of the second part, and if the party of the second part fails to comply with all
of the provisions of this agreement, all work being in violation of this agree-
ment, whether being performed under the terms of the option-to-lease, or under
the terms of the lease itself, if such lease then be in effect, shall cease
immediately and the party of the second part shall institute such measures to
abate such default or violation; then if the party of the second part fails to
correct said defaults or violations within thirty (30) days after notice of
violation or default, or, in the event changes are required in the plant, equip-
ment, or operations of the party of the second part, within a reasonable time
necessary to make such changes after notice of violation or default from the
party of the first part, it shall be lawful for the party of the first part to
cancel this agreement and re-enter the premises hereby optioned or leased, to
repossess and take possession of the same, and to use, enjoy, re-option, and/or
re-lease the same as if this agreement had not been entered into.
Provided, however, in the event the party of the second part, upon
receiving notice of violations or default from the party of the first part
notifies the party of the first part within fifteen (15) days after receipt of
the notice of violation or default that it desires to arbitrate the issue of
violation or default, arbitration shall proceed in the manner described below
. . .
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and it shall be lawful for the party of the first part to cancel this agreement if
the party of the second part fails to correct said violation within the thirty. (30)
days after the arbitration award or, in the event changes are ordered in the plant,
equipment, or operations of the party of the second part, within a reasonable time
necessary to make such changes, which time shall be specified in the arbitration
award. It is specifically provided, however, that the provisions of this paragraph
shall not apply to any violation of the provisions of Chapter 143, Article 21,
General Statutes of North Carolina, or of any regulation of the State Stream
Sanitation Committee, and that any violations thereof shall be dealt with in the
manner, and according to the procedures, set forth in the said Chapter and Article.
15. In the event any dispute is required to be submitted for arbitra-
tion by the terms of Paragraph 14 of this agreement, arbitration shall proceed in
the following manners
A. Each party shall select an arbitrator within five (5) days
after the party of the second part gives notice of its
desire to arbitrate.
B. The arbitrators selected by the parties shall select a
third arbitrator as chairman of the arbitration panel
within ten (10) days after this arbitration provision
comes into effect.
C. The arbitration board shall meet and decide the dispute
submitted to it within fifteen (15) days after the
appointment of the independent arbitrator.
D. The decision of the board of arbitrators shall be binding
on the parties, provided such decision is not contrary to
existing State laws, rules, and regulations.
E. The costs of the arbitrators appointed by the parties
shall be borne by the party making the appointment.
The expense of the independent arbitrator and any
other expenses incident to the arbitration proceedings
shall be borne equally by the parties.
IN WITNESS WHEREOF, the State of North C-rolina, party of the first
part, has caused this instrument to be executed in its name by Terry Sanford,
Governor, attested by Thad Eure, Secretary of State, and the Great Seal of the
State of North Carolina hereto affixed, by virtue of the power and authority
aforesaid, and the party of the second part has caused this instrument to be
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2 53
executed in its name by its duly authorized agents, all the day and year first
above written.
A/\//,yP?CI'2tF
661

ATT,STi• ............ C2 a P.
-r?4
STATE OF NORTH CAROLINA
Y. '-.- A
By Gove mo
TEXAS GULF SULPHUR COMPANY, INC.
Preside t
APPROVED OR DISPOSITION
Director of Administration
State of North Carolina
APPROVED AS TO FORMS
T. W. BRUTON, Attorney General
$y ,J ? L ? ---
Rea Property Attorney /
, . .

5'76

NORTH CAROLINA
WAKE COUNTY
I, Claire Eastman Nickels, a Notary Public in and for said
County and State, do hereby certify that Terry Sanford, Governor of the
State of North Carolina, and Thad Eure, Secretary of State of North
Carolina, personally came before me this day and being by me duly sworn
says each for himself that he knows the Great Seal of the State of North
Carolina and that the seal affixed to the foregoing instrument is the
Great Seal of the State; that Terry Sanford, Governor of said State, and
Thad Eure, as Secretary of State, subscribed their names thereto; that
the said Great Seal of the State of North Carolina was affixed thereto
by virtue of a resolution of the Council of State and by the Governor
of said State, and the said instrument is the act and deed of the State
of North Carolina.
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial
h
Seal on this the o? I day of 18 6 Z-
? 1• /' ? . f `' ?Lil Vw'?ti {IG?f/Srf'r'r'?.?r ????/?'LiG'/.?FJ.C
Notary Public
My, Commission expires:

STATE OF ''
COUNTY OF (i? ?[r Y !yk/
1, Qt&;6 , a Notary Public in and for
the C 70ty and State foresai , do hereby certify that h 11 -4 171 personally came before me this day
,¢sr .i r,F,vr
an ckn dged that he isLSecretary of ?.
and that auth ity duly given and as an act of
the foregoing instrument was signed by ,
its President, attested by imselfsas,/Secretary, and sealed with the common
seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal
this day of 19z,-2-1 7 Notary blic
M ommission expirest
U 6 Not rY ubllk Stale of NowRYork
v No. 60.9390300
Certlficata tied in New Yorke County fy
c L .G j .. Ce+nmissjon expi.es Marc1? 30, 3964
57
255
North_Carolina Beaufort County
The foregoing c of cateIof??d ? . - •
J • Notary Public of_. .2-Co..._
Notary Public of.. ...., .._ Co. an
a Notary Public 51.are adju JI"to be
correct. Let istrument pite 6rtificatea
registered. /
Witness my hand this thelf.-day of ?Merk Superior Court
Filed January 18, 1965, at 10:0 A. M., John I. Nfor. ; Register of Deeds
forth Carolina, Beaufort county, 4 14
The foregoing oertifioa a of
a Notary Publio of Ad ed 46A is adjudged to
be correct. Let instrument ?? car fi ate be register d.
Witness my band this the Z I_day of lg'
D Clerk Superior Court
Filed January 11, 196 at 9:55 A.Td.
John I. Morgan, Register of Deeds

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